Every S-1 that BioStem Technologies, Inc. (BSEM) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A S-1 covers the registration statement a company files to sell shares publicly, so if you follow BSEM and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BSEM filings page.
BioStem Technologies, Inc. (BSEM) is registering up to 2,224,270 common shares for resale by selling stockholders; sales may occur after effectiveness. The total comprises 735,296 existing shares, 735,296 issuable under each of the Series A and Series B warrants, and 18,382 issuable under placement-agent warrants. BioStem receives no proceeds from resales, but may receive proceeds from cash exercises; the common warrants have a $3.83 exercise price.
The September 2026 private placement sold 735,296 shares at $4.08 each. A separate committed equity facility permits BioStem, at its discretion, to sell up to $40 million over up to 36 months after specified commencement conditions are satisfied. Shares outstanding were 18,672,125 as of October 1, 2026.
BioStem reports substantial doubt about its ability to continue as a going concern, citing expected losses and negative operating cash flows, CMS pricing changes, and BioTissue acquisition obligations. A $10.0 million Clearance Payment due September 15, 2026 remains unpaid amid discussions and financing efforts. CMS changes reduced physician-office chronic-wound revenue per square centimeter by up to 95% in some cases. Unaudited pro forma combined results for the six months ended June 30, 2026 included $15,521,105 revenue and a $17,011,432 net loss.
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. 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 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.