BioStem Technologies, Inc. director Kenneth Howard Warrington Jr. reported his equity holdings. He holds a stock option for 7,462 shares of common stock at an exercise price of $1.80 per share, expiring on March 29, 2032, which is fully vested and exercisable. He also holds restricted stock units (RSUs) covering 8,467 shares that vest in equal quarterly installments over three years from the grant date of September 15, 2024, and additional RSUs covering 5,094 shares that vest in equal quarterly installments over the year following the grant date of August 27, 2025. Each RSU represents a contingent right to receive one share of common stock. In addition, he directly owns 27,140 shares of common stock.
BioStem Technologies, Inc. reported the initial equity holdings of Chief Commercial Officer Barry Hassett. He directly holds 4,503 shares of Common Stock. He also holds stock options to acquire Common Stock, including options over 11,417 shares at $14.89 expiring February 1, 2035; 2,427 shares at $14.89 expiring October 13, 2035; and 70,485 shares at $5.50 expiring February 11, 2036, each subject to time-based vesting schedules.
In addition, he holds restricted stock units (each representing a right to receive one share of Common Stock) covering 4,997, 1,519, and 58,182 underlying shares, with vesting in quarterly installments over multi‑year periods beginning on grant anniversaries in 2026 and 2027.
BioStem Technologies, Inc. director Rayna Lesser Hannaway reported her initial beneficial ownership on a Form 3. She holds 7,671 restricted stock units, each representing a contingent right to receive one share of BioStem common stock. These restricted stock units are reported as directly owned and vest on August 27, 2026.
BioStem Technologies, Inc. reported the initial equity holdings of its Chief Financial Officer, Brandon Poe. He holds stock options to acquire 38,814 shares of common stock at an exercise price of $6.48 expiring on August 19, 2035, and options over 117,401 shares at $5.50 expiring on February 11, 2036. These options vest 33% on the first anniversary of their respective grant dates, with the balance vesting in equal quarterly installments over the following two years. Poe also holds restricted stock units covering 8,469, 32,225, and 96,909 shares of common stock, each series vesting in equal quarterly installments over three years from its grant date or 33% after one year with the remainder vesting quarterly over the next two years, as applicable. Each restricted stock unit represents a contingent right to receive one share of common stock. In addition, he directly owns 45,734 shares of common stock.
BioStem Technologies, Inc. disclosed the initial equity holdings of Chief Executive Officer and 10% owner Jason Matuszewski. He directly holds 1,278,433 shares of common stock plus multiple option and RSU awards. These include options over 2,250,000 shares at an exercise price of $2.00 per share, which are fully vested and exercisable, and additional options over 198,807 and 40,427 shares at $10.05 and 440,529 shares at $5.50, vesting over time. He also holds RSUs covering 42,343, 116,550, and 363,636 shares that vest in quarterly installments over three years, each representing a contingent right to receive one share of common stock.
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.