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BioStem Technologies, Inc. executive Michael A. Fortunato, Chief Accounting Officer, reported his initial ownership of company equity. He holds 63,460 shares of Common Stock directly. He also holds several stock options to acquire Common Stock, including 200,000 underlying shares at an exercise price of $1.07 expiring on August 16, 2027, and 100,000 underlying shares at $2.99 expiring on January 4, 2033. Additional options cover 11,582 and 2,340 underlying shares at an exercise price of $15.11 with expirations in 2035, and 38,546 underlying shares at $5.50 expiring on February 11, 2036. He also holds Restricted Stock Units that represent rights to receive 21,175, 7,760, and 31,818 shares of Common Stock, subject to multi‑year vesting schedules described in the report.
BioStem Technologies filed a prospectus supplement covering the offer and sale of up to 3,571,429 shares of common stock, updating investors with its latest quarterly results. Common stock trades on Nasdaq Capital Market under the symbol BSEM, with a last reported closing price of $3.10 per share on August 13, 2026.
For the quarter ended June 30, 2026, BioStem generated $7.9M in revenue, down from $11.0M a year earlier, and reported a net loss of $9.0M. First‑half 2026 revenue was $14.0M versus $26.9M in 2025, with a net loss of $17.8M compared to prior‑year net income of $3.9M. Cash and cash equivalents declined to $7.0M from $29.5M at year‑end, driven by $6.4M of operating cash outflows and $15.1M used in investing activities, including the BioTissue surgical and wound care asset acquisition.
Management discloses substantial doubt about the company’s ability to continue as a going concern over the next 12 months, citing ongoing losses, reduced Medicare reimbursement, and a $10.0M contingent payment obligation tied to FDA 510(k) clearance for the Catalyze product, which must be financed through additional debt or equity.
BioStem Technologies, Inc. is registering for resale by a single selling stockholder up to 3,571,429 shares of common stock. These include 746,269 shares sold in a May 2026 private placement at $3.35 per share and up to 2,825,160 additional shares issuable under anti-dilution provisions assuming the $0.70 floor price. BioStem will not receive any proceeds from these sales. As of June 30, 2026, 17,831,861 shares were outstanding, and the stock closed at $3.80 on August 12, 2026.
The company develops perinatal tissue-based allografts for advanced wound care and surgical applications and recently expanded via acquisition of BioTissue’s surgical and wound care assets, including Neox and Clarix product lines and related IP and commercial infrastructure. Pro forma combined revenue was $7.6M for the quarter ended March 31, 2026 and $76.6M for 2025, with net losses of $8.0M and $9.3M, respectively.
BioStem discloses a going concern uncertainty driven by pricing cuts from CMS, obligations tied to the BioTissue acquisition (including up to $10.0M contingent consideration for the Catalyze product), and an accumulated deficit. A new Medicare rule setting a $127.14 per square centimeter rate reduced some revenue per unit by up to 95% and has pressured volumes, particularly in physician offices. The company is an emerging growth and smaller reporting company and describes extensive regulatory, reimbursement, operational, and concentration risks.
BioStem Technologies reported second quarter 2026 net revenue of $7.9 million, up 29% sequentially from $6.1 million but down from $11.0 million a year earlier, driven mainly by Neox and Clarix product sales into hospitals and physician offices.
Gross profit was $4.8 million with a 61% gross margin, flat sequentially and below 94% in the prior-year quarter. Operating expenses rose to $13.2 million, reflecting an expanded commercial team and infrastructure, and GAAP net loss was ($9.0) million, or ($0.52) per share, versus near break-even a year ago. Adjusted EBITDA loss was ($4.6) million, compared with positive $2.5 million in 2025. Cash and equivalents were $7.0 million as of June 30, 2026, down from $29.5 million at year-end.
The company completed an uplisting to the Nasdaq Capital Market, closed a $2.5 million private placement with an institutional investor, and resolved $5.3 million of debt through cash and a new promissory note. Full-year 2026 revenue guidance was raised to $26–$29 million from $25–$29 million.
BioStem Technologies, Inc. reported a sharp deterioration in results for the three and six months ended June 30, 2026. Revenue was $7.9M in the quarter and $14.0M year-to-date, down significantly from 2025 as Medicare reimbursement cuts and a major distributor repricing reduced physician-office sales.
The company posted a quarterly net loss of $9.0M and a first-half net loss of $17.8M, compared with profits in the prior-year periods. Cash and equivalents fell to $7.0M from $29.5M at year-end, and operating activities used $6.4M of cash in the first half. Management states that substantial doubt exists about its ability to continue as a going concern over the next year without additional financing.
In January 2026 BioStem completed a business combination for BioTissue’s surgical and wound care assets, recording consideration of $23.6M, including up to $10.0M of contingent consideration tied to FDA 510(k) clearance of the Catalyze product, which was obtained in June. The acquired business contributed $12.1M of hospital revenue in the first half and shifts the mix toward hospital and GPO channels. The company also settled defaulted bridge loans, recognizing an $0.8M gain on debt extinguishment, and raised $2.5M via a private equity placement.
BioStem Technologies, Inc. filed an amended resale registration covering up to 3,571,429 shares of common stock, all to be sold from time to time by a single selling stockholder; the company is not offering shares and will receive no proceeds from these resales.
The company develops placenta- and umbilical cord-derived tissue allografts for advanced wound care and surgical uses, supported by proprietary BioRetain, CryoTek and SteriTek processing technologies and a portfolio of 68 issued and 81 pending patents. It expanded into hospital and surgical markets through a January 21, 2026 acquisition of BioTissue’s surgical and wound care assets, plus a Supply Agreement under which BioTissue will manufacture Neox and Clarix products for up to three years. BioStem expects to pay up to $10.0 million for U.S. commercial rights to the FDA-cleared Catalyze device, targeting a fourth-quarter 2026 launch. A May 21, 2026 private placement raised approximately $2.5 million at $3.35 per share and included anti-dilution protection that could add up to 2,825,160 more shares. Pro forma combined revenue was $7,621,856 for the quarter ended March 31, 2026 and $76,554,847 for 2025, with net losses of $8,040,071 and $9,349,385 respectively. BioStem highlights reimbursement cuts tied to a new Medicare flat rate of $127.14 per square centimeter, dependence on one distributor, and conditions that raise substantial doubt about its ability to continue as a going concern.
BioStem Technologies, Inc. reported that its common stock has been approved for listing on The Nasdaq Capital Market. The shares, which previously traded on the OTCID Basic Market, are scheduled to begin trading on Nasdaq on August 7, 2026 under the ticker symbol BSEM.
The company stated that the uplisting marks an important milestone and expressed its belief that trading on Nasdaq may expand access to capital, improve market visibility and liquidity, and support attracting talent. Shareholders are not required to take any action in connection with the listing, and the company’s ticker and par value of $0.001 per share remain unchanged.
BioStem Technologies is registering for resale up to 3,571,429 shares of common stock held by a selling stockholder, including 746,269 shares issued in a May 2026 private placement and up to 2,825,160 anti-dilution shares at a $0.70 floor price. The company is not selling shares and will receive no proceeds. As of June 30, 2026, 17,831,861 shares were outstanding. The stock trades on the OTCID under BSEM, and the company has applied to list on the Nasdaq Capital Market.
BioStem develops perinatal tissue-based allografts for advanced wound care and surgical uses, supported by proprietary BioRetain, CryoTek and SteriTek processing technologies. In January 2026 it acquired BioTissue’s Neox and Clarix brands, related intellectual property and a three-year supply agreement, and expects to add the FDA 510(k)-cleared Catalyze product after paying up to $10.0 million.
Unaudited pro forma combined revenue was $76,554,847 in 2025 with a net loss of $9,349,385, and $7,621,856 revenue with an $8,040,071 net loss for the three months ended March 31, 2026. Management discloses substantial doubt about continuing as a going concern, citing Medicare reimbursement cuts—flat $127.14 per-square-centimeter rates that reduced some pricing by up to 95%—obligations from the BioTissue deal, reliance on a key distributor and extensive regulatory and operational risks.
BioStem Technologies, Inc. files a Form 10 to register its Common Stock and describe its business, assets and regulatory position. The company reports the January 21, 2026 acquisition of certain surgical and wound-care assets from BioTissue, including the Neox® and Clarix® trademarks, patents and a commercial organization; a Supply Agreement with BioTissue for up to three years of outsourced manufacture; and a conditional transfer of commercial rights to the Catalyze 510(k)-cleared product following BioTissue’s June 2026 510(k) clearance, with a targeted incorporation and potential launch in the fourth quarter of 2026. The filing describes BioStem’s perinatal tissue allograft platforms (BioRetain®, CryoTek®, SteriTek®), enrollment counts for randomized DFU and VLU trials completed or closed in 2025–2026, reimbursement and reimbursement-risk dynamics under Medicare (HCPCS/Q-code, LCDs), reliance history on a single distributor (Venture Medical provided ~99% of revenue in 2024–2025; ~13% of revenue in Q1 2026), and extensive patent, trademark and license tables.