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.