BioStem Technologies, Inc. (BSEM) filed an S-1 to register for resale up to 12,050,000 shares of common stock issuable to Roth Principal Investments, LLC under a $40,000,000 committed equity facility. BioStem may direct Roth, at its sole discretion over up to 36 months, to purchase shares at discounts to VWAP, subject to a $1.00 price floor, a 19.99% Nasdaq exchange cap and a 4.99% beneficial ownership cap. These Purchase Shares would equal about 40.2% of shares outstanding as of September 17, 2026, and sales or the expectation of sales could pressure the trading price. BioStem discloses substantial net losses, a going-concern uncertainty linked in part to major Medicare reimbursement cuts for its wound-care products, and dependence on integration of the BioTissue asset acquisition and key distributor and licensing relationships.
BioStem Technologies, Inc. (BSEM) entered into a common stock purchase agreement and related registration rights agreement with Roth Principal Investments, LLC, establishing a committed equity facility under which BioStem may, at its sole discretion, sell up to $40,000,000 of common stock over a period of up to 36 months after commencement, subject to conditions including an effective resale registration statement and a $1.00 Nasdaq closing price threshold.
The company will register the resale by Roth of up to 12,050,000 shares and is initially limited by a Nasdaq “Exchange Cap” of 3,585,375 shares, equal to 19.99% of pre-agreement shares outstanding, unless shareholder approval is obtained or Roth’s average purchase price is at least $4.3056. Purchase prices are based on VWAP with discounts of 3.0% for Market Open and Intraday Purchases and 5.0% for Pre‑Market and Post‑Market Purchases, subject to volume and ownership caps, including a 4.99% beneficial ownership limit for Roth. BioStem will pay a $400,000 cash commitment fee and plans to use any net proceeds for working capital and general corporate purposes.
BioStem Technologies, Inc. (BSEM) reported that Chief Financial Officer Brandon Poe exercised previously granted equity awards on September 15, 2026. He converted 1,694 restricted stock units into an equal number of shares of common stock at a reported price of $0.00 per share, increasing his directly held common stock to 58,062 shares after the transaction.
Following this event, Poe continues to hold significant unexercised equity incentives, including options to buy common stock and additional restricted stock units that vest over multi‑year schedules.
BioStem Technologies, Inc. (BSEM) insider Andrew Smith-Van Vurst, a director, Chief Operating Officer and ten percent owner, exercised restricted stock units into common stock on September 15 and September 17, 2026. He converted 7,622 and 9,574 restricted stock units, respectively, into an equal number of common shares at a stated price of $0.00 per share, with corresponding RSU positions disposed of. No open-market purchases or sales are reported, and no Rule 10b5-1 trading plan is indicated. He continues to hold significant equity awards, including multiple option grants and 209,091 restricted stock units tied to future vesting.
BioStem Technologies, Inc. (BSEM) reports that Chief Executive Officer and director Jason Matuszewski exercised restricted stock units into common stock in two transactions. On September 15, 2026, 8,469 restricted stock units converted into 8,469 shares of common stock, and on September 17, 2026, 16,650 restricted stock units converted into 16,650 shares of common stock, all at a stated price of $0.00 per share. The restricted stock unit positions were reduced and the common stock position increased accordingly, with no market purchases or sales reported. No Rule 10b5-1 trading plan is indicated.
Matuszewski continues to hold significant derivative positions, including options to acquire shares of common stock at exercise prices of $2.00, $10.05, and $5.50 per share with expirations between October 24, 2032 and February 11, 2036, as well as restricted stock units representing 363,636 underlying shares, all held directly.
BioStem Technologies, Inc. (BSEM) director Kenneth Howard Warrington Jr reported an award-related equity transaction on September 15, 2026. He exercised 1,694 restricted stock units, each representing a contingent right to one share of common stock, resulting in the acquisition of 1,694 shares of common stock at a stated price of $0.00 per share. Following this transaction, he held 33,928 shares of common stock directly and 6,773 restricted stock units that continue to vest in equal quarterly installments over three years from the grant date of September 15, 2024. He also directly holds stock options covering 7,462 shares of common stock at an exercise price of $1.80 per share, fully vested and exercisable, expiring March 29, 2032. No Rule 10b5-1 trading plan is reported for these transactions.
BioStem Technologies, Inc. (BSEM) reports that Chief Accounting Officer Michael A. Fortunato converted 4,234 restricted stock units into 4,234 shares of common stock on September 15, 2026, at no cash exercise price. After this conversion, he holds 68,664 common shares directly and continues to hold multiple option and restricted stock unit awards. No Rule 10b5-1 trading plan is reported for these transactions.
BioStem Technologies, Inc. (BSEM) reports that Chief Commercial Officer Barry Hassett settled 500 restricted stock units into 500 shares of common stock on September 9, 2026, at a reported price of $0.000 per share, resulting in 5,003 common shares held directly after the transaction. The RSU settlement corresponds to units where each RSU represents a contingent right to receive one share of common stock and vesting occurs in quarterly installments over four years from the December 9, 2024 grant date. Hassett also continues to hold several stock option awards and additional RSUs with various vesting schedules extending through February 2029 and option expirations running between 2035 and 2036, indicating ongoing equity-based compensation. No Rule 10b5-1 trading plan is reported for these transactions.
BioStem Technologies, Inc. (BSEM) director Jodi Ungrodt reported the vesting and exercise of restricted stock units into common stock. On August 27, 2026, 5,647 restricted stock units, each representing a contingent right to one common share, were converted into 5,647 shares of common stock. Following this transaction, Ungrodt directly held 11,295 shares of common stock and no remaining restricted stock units from this grant, which had vested in two installments on May 27, 2026 and August 27, 2026.
BioStem Technologies, Inc. (BSEM) reported that director Mark A. Glickman had 7,671 Restricted Stock Units vest on August 27, 2026. These RSUs were exercised and converted into 7,671 shares of common stock at a reported price of $0.00 per share, reflecting a stock-based compensation event rather than an open-market trade. Following the transactions, Glickman holds 7,671 shares of common stock directly and no remaining RSUs from this grant.