STOCK TITAN

BioStem Technologies (BSEM) CAO exercises RSUs, owns 64,430 shares

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BioStem Technologies, Inc. (BSEM) reported that Chief Accounting Officer Michael A. Fortunato exercised 970 Restricted Stock Units into 970 shares of Common Stock on August 9, 2026 at $0.00 per share, leaving him with 64,430 directly held common shares. The filing also lists multiple outstanding stock option and RSU awards with various exercise prices and vesting schedules, including options over 200,000 shares at $1.07 expiring August 16, 2027 and additional RSUs over 21,175 and 31,818 underlying shares.

Positive

  • None.

Negative

  • None.
Insider FORTUNATO MICHAEL A
Role Chief Accounting Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F6, F8 970 $0.00 $0.00
Exercise Common Stock 970 $0.00 $0.00
holding Stock Options (Right to Buy) F1 -- -- --
holding Stock Options (Right to Buy) F2 -- -- --
holding Stock Options (Right to Buy) F3 -- -- --
holding Stock Options (Right to Buy) F4 -- -- --
holding Stock Options (Right to Buy) F5 -- -- --
holding Restricted Stock Units F6, F7 -- -- --
holding Restricted Stock Units F6, F9 -- -- --
Holdings After Transaction: Restricted Stock Units — 59,783 shares (Direct); Common Stock — 64,430 shares (Direct); Stock Options (Right to Buy) — 352,468 shares (Direct)
Footnotes (9)
  1. F1. These options are fully vested and exercisable.
  2. F2. These options vest according to the following schedule: 25% vested on January 4, 2024, with the remaining options vesting in equal monthly installments over the subsequent three year period.
  3. F3. These options vest with the following schedule: 33% vested on May 9, 2026, with the remaining options vesting in equal quarterly installment over the subsequent two year period.
  4. F4. These option vest with the following schedule: 33% will vest on October 13, 2026, the one year anniversary of the grant date, with the remaining options vesting in equal quarterly installments over the subsequent two year period.
  5. F5. These options vest with the following schedule: 33% will vest on February 11, 2027, the one year anniversary of the grant date, with the remaining options vesting in equal quarterly installments over the subsequent two year period.
  6. F6. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
  7. F7. These restricted stock units vest in equal quarterly installments over three years from the grant date (September 15, 2024).
  8. F8. These restricted stock units vest according to the following schedule: 33% vested on May 9, 2026, with the remaining units vesting in equal quarterly installments over the subsequent two year period. Due to an administrative error, the vesting of the restricted stock units was not timely reported on a Form 4 within two business day of the applicable transaction date.
  9. F9. These restricted stock units vest according to the following schedule: 33% vest on February 11, 2027, the one year anniversary of the grant date, with the remaining units vesting in equal quarterly installments over the subsequent two year period.
RSUs exercised 970 shares Restricted Stock Units converted into Common Stock on August 9, 2026
Common Stock holdings after transaction 64,430 shares Directly held by Michael A. Fortunato following the August 9, 2026 transaction
Stock options exercise price $1.07 per share Options expiring August 16, 2027 over 200,000 underlying shares
Underlying shares for $1.07 options 200,000 shares Stock Options (Right to Buy) expiring August 16, 2027
Stock options exercise price $2.99 per share Options expiring January 4, 2033 over 100,000 underlying shares
Underlying shares for $2.99 options 100,000 shares Stock Options (Right to Buy) expiring January 4, 2033
Outstanding RSUs grant 1 21,175 underlying shares Restricted Stock Units representing contingent rights to common stock
Outstanding RSUs grant 2 31,818 underlying shares Restricted Stock Units representing contingent rights to common stock
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Stock Options (Right to Buy) financial
"Stock Options (Right to Buy) with specified exercise prices and expirations"
contingent right financial
"represents a contingent right to receive one share of the issuer's common"
equal quarterly installments financial
"vesting in equal quarterly installments over the subsequent two year period"
administrative error financial
"Due to an administrative error, the vesting of the restricted stock units"

FAQ

What transaction did BSEM insider Michael A. Fortunato report on this Form 4?

Michael A. Fortunato reported exercising 970 Restricted Stock Units into 970 shares of BioStem Technologies common stock on August 9, 2026 at a price of $0.00 per share, as an exercise or conversion of a derivative security.

How many BSEM common shares does Michael A. Fortunato hold after this transaction?

After the August 9, 2026 transaction, Michael A. Fortunato directly holds 64,430 shares of BioStem Technologies, Inc. common stock, as reported in the Form 4 under total shares following the non-derivative transaction.

What stock options does Michael A. Fortunato hold in BSEM according to this filing?

He holds several stock option awards, including options over 200,000 underlying shares at an exercise price of $1.07 expiring August 16, 2027, and options over 100,000 shares at $2.99 expiring January 4, 2033, plus additional grants at higher exercise prices and later expirations.

What Restricted Stock Units (RSUs) in BSEM remain outstanding for Michael A. Fortunato?

Outstanding RSU positions include awards over 21,175 underlying shares and 31,818 underlying shares of BioStem Technologies common stock, each RSU representing a contingent right to receive one share of common stock, subject to their respective vesting schedules.

Were the reported BSEM transactions under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not marked as true, and there is no footnote stating that the August 9, 2026 transactions were made pursuant to a Rule 10b5-1 trading plan.

What does the footnote about RSU vesting and administrative error disclose for BSEM?

A footnote explains that certain RSUs vested with 33% on May 9, 2026 and remaining units in quarterly installments over two years, and notes that vesting was not timely reported on a Form 4 within two business days due to an administrative error.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
FORTUNATO MICHAEL A

(Last)(First)(Middle)
C/O BIOSTEM TECHNOLOGIES, INC.
2836 CENTER PORT CIRCLE

(Street)
POMPANO BEACH FLORIDA 33064

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
BioStem Technologies, Inc. [ BSEM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/09/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock08/09/2026M970A$0.0064,430D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy)$1.07 (1)08/16/2027Common Stock200,000200,000D
Stock Options (Right to Buy)$2.99 (2)01/04/2033Common Stock100,000100,000D
Stock Options (Right to Buy)$15.11 (3)05/09/2035Common Stock11,58211,582D
Stock Options (Right to Buy)$15.11 (4)10/13/2035Common Stock2,3402,340D
Stock Options (Right to Buy)$5.5 (5)02/11/2036Common Stock38,54638,546D
Restricted Stock Units(6) (7) (7)Common Stock21,17521,175D
Restricted Stock Units(6)08/09/2026M970 (8) (8)Common Stock970$0.006,790D
Restricted Stock Units(6) (9) (9)Common Stock31,81831,818D
Explanation of Responses:
1. These options are fully vested and exercisable.
2. These options vest according to the following schedule: 25% vested on January 4, 2024, with the remaining options vesting in equal monthly installments over the subsequent three year period.
3. These options vest with the following schedule: 33% vested on May 9, 2026, with the remaining options vesting in equal quarterly installment over the subsequent two year period.
4. These option vest with the following schedule: 33% will vest on October 13, 2026, the one year anniversary of the grant date, with the remaining options vesting in equal quarterly installments over the subsequent two year period.
5. These options vest with the following schedule: 33% will vest on February 11, 2027, the one year anniversary of the grant date, with the remaining options vesting in equal quarterly installments over the subsequent two year period.
6. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
7. These restricted stock units vest in equal quarterly installments over three years from the grant date (September 15, 2024).
8. These restricted stock units vest according to the following schedule: 33% vested on May 9, 2026, with the remaining units vesting in equal quarterly installments over the subsequent two year period. Due to an administrative error, the vesting of the restricted stock units was not timely reported on a Form 4 within two business day of the applicable transaction date.
9. These restricted stock units vest according to the following schedule: 33% vest on February 11, 2027, the one year anniversary of the grant date, with the remaining units vesting in equal quarterly installments over the subsequent two year period.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Katherine Gorrell, Attorney-in-Fact08/20/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)