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BioStem Technologies, Inc. (BSEM) reports that Andrew Van Vurst beneficially owned 3,854,452 shares, or 18.4% of the class. The amount includes 1,539,809 shares held directly and 2,314,643 shares issuable through options or conversion rights, including 2,250,000 shares under fully vested options exercisable at $2.00 per share. The 18.4% calculation uses 18,672,125 shares outstanding as of October 1, 2026, plus the 2,314,643 issuable shares.
Key Figures
Beneficially owned:3,854,452 sharesPercent of class:18.4%Shares held directly:1,539,809 shares+3 more
6 metrics
Beneficially owned3,854,452 sharesAndrew Van Vurst's reported ownership
Percent of class18.4%Andrew Van Vurst's reported ownership
Shares held directly1,539,809 sharesAndrew Van Vurst
Shares issuable within 60 days2,314,643 sharesIncluded in the reported beneficial ownership amount
Shares under fully vested options2,250,000 sharesExercise price $2.00 per share; expiration October 24, 2032
Common shares outstanding18,672,125 sharesAs of October 1, 2026
Key Terms
beneficially owned, Sole Voting Power, Sole Dispositive Power, fully vested options, +1 more
5 terms
beneficially ownedfinancial
"Amount beneficially owned: 3,854,452 shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Sole Voting Powerfinancial
"Sole Voting Power 3,854,452.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
Sole Dispositive Powerfinancial
"Sole Dispositive Power 3,854,452.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
fully vested optionsfinancial
"fully vested options with an exercise price of $2.00 per share"
Series A-1 Convertible Preferred Sharesfinancial
"100 Series A-1 Convertible Preferred Shares"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many BSEM shares does Andrew Van Vurst beneficially own?
Andrew Van Vurst beneficially owned 3,854,452 shares, reported as 18.4% of the class. The amount includes 1,539,809 shares held directly and shares issuable through options or conversion rights.
What makes up Andrew Van Vurst's reported BSEM ownership?
The amount includes 2,250,000 shares under fully vested options exercisable at $2.00 per share and expiring October 24, 2032; 56,872 shares under vested options exercisable at $10.05 per share; 7,671 shares under options scheduled to vest October 13, 2026; and 100 shares issuable upon conversion of 100 Series A-1 Convertible Preferred Shares. It excludes 297,020 restricted stock units and options for 253,304 shares that were not scheduled to vest on or before November 29, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BioStem Technologies, Inc.
(Name of Issuer)
Common Stock, $0.001 par value (the "Common Stock")
(Title of Class of Securities)
090684200
(CUSIP Number)
09/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
090684200
1
Names of Reporting Persons
Andrew Van Vurst
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,854,452.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,854,452.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,854,452.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
18.4 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) Based on 18,672,125 shares of Common Stock outstanding as of October 1, 2026, as reported in the Issuer's Registration Statement on Form S-1 filed on October 2, 2026, plus 2,314,643 shares issuable to the Reporting Person upon exercise or conversion of derivative securities exercisable within 60 days of September 30, 2026, computed in accordance with Rule 13d-3(d)(1)(i).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BioStem Technologies, Inc.
(b)
Address of issuer's principal executive offices:
2836 Center Port Circle, Pompano Beach, Florida 33064.
Item 2.
(a)
Name of person filing:
Andrew Van Vurst (the "Reporting Person").
(b)
Address or principal business office or, if none, residence:
c/o BioStem Technologies, Inc., 2836 Center Port Circle, Pompano Beach, Florida 33064.
(c)
Citizenship:
United States.
(d)
Title of class of securities:
Common Stock, $0.001 par value (the "Common Stock")
(e)
CUSIP Number(s):
090684200
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
3,854,452 shares of Common Stock, consisting of: (i) 1,539,809 shares of Common Stock held directly; (ii) 2,250,000 shares of Common Stock issuable upon exercise of fully vested options with an exercise price of $2.00 per share expiring October 24, 2032; (iii) 56,872 shares of Common Stock issuable upon exercise of the vested portion of options to purchase 114,314 shares at $10.05 per share expiring March 17, 2035; (iv) 7,671 shares of Common Stock issuable upon exercise of the portion of options to purchase 23,246 shares at $10.05 per share expiring October 13, 2035 that vests on October 13, 2026; and (v) 100 shares of Common Stock issuable upon conversion of 100 Series A-1 Convertible Preferred Shares. The amount excludes restricted stock units covering an aggregate of 297,020 shares not scheduled to vest on or before November 29, 2026. The amount also excludes options to purchase 253,304 shares at $5.50 per share not scheduled to vest on or before November 29, 2026.
(b)
Percent of class:
18.4%. See footnote (1) to the cover page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
3,854,452
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
3,854,452
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
