BioStem Technologies: Matuszewski reports 17.4% stake

Certain restricted stock units and options covering 497,411 and 440,529 shares, respectively, were not scheduled to vest on or before November 29, 2026.

Available on EDGAR 11/10/2026 - 04:15 PM EST Accepted by SEC EDGAR 11/10/2026 - 04:15 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

BioStem Technologies, Inc. (BSEM) reported that Jason Matuszewski beneficially owned 3,665,899 shares of Common Stock, or 17.4% of the class, as of September 30, 2026. The total includes 1,303,551 shares held directly, 2,250,000 shares issuable under fully vested options with a $2.00 exercise price, and additional shares issuable under other options and convertible preferred stock.

The percentage calculation uses 18,672,125 shares outstanding as of October 1, 2026, plus 2,362,348 shares issuable to him within 60 days of September 30, 2026. The reported ownership excludes restricted stock units covering 497,411 shares and options for 440,529 shares, neither scheduled to vest on or before November 29, 2026.

Key Figures

Beneficial ownership: 3,665,899 shares Percent of class: 17.4% Shares held directly: 1,303,551 shares +5 more

8 metrics

Beneficial ownership 3,665,899 shares As of September 30, 2026

Percent of class 17.4% Beneficial ownership reported as of September 30, 2026

Shares held directly 1,303,551 shares Included in beneficial ownership

Fully vested options 2,250,000 shares at $2.00 per share Options expire October 24, 2032

Shares issuable under vested options 98,907 shares at $10.05 per share Vested portion of options to purchase 198,807 shares; expire March 17, 2035

Shares issuable under options vesting 13,341 shares at $10.05 per share Vests October 13, 2026; part of options to purchase 40,427 shares

Shares issuable within 60 days 2,362,348 shares Included in the percentage calculation; measured from September 30, 2026

Shares outstanding 18,672,125 shares As of October 1, 2026

Key Terms

beneficially owned, Sole Voting Power, Sole Dispositive Power, restricted stock units, +1 more

5 terms

beneficially owned financial

"Amount beneficially owned: 3,665,899 shares of Common Stock"

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 Power financial

"Sole Voting Power 3,665,899.00"

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 Power financial

"Sole Dispositive Power 3,665,899.00"

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.

restricted stock units financial

"restricted stock units covering an aggregate of 497,411 shares"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Series A-1 Convertible Preferred Shares financial

"conversion of 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 Jason Matuszewski beneficially own?

Jason Matuszewski reported beneficial ownership of 3,665,899 shares, equal to 17.4% of BioStem's Common Stock. The calculation used 18,672,125 shares outstanding as of October 1, 2026, plus 2,362,348 shares issuable to him within 60 days of September 30, 2026.

What securities are included in Jason Matuszewski's BSEM ownership?

The total includes 1,303,551 shares held directly; 2,250,000 shares issuable under fully vested options at $2.00 per share, expiring October 24, 2032; 98,907 shares from vested options and 13,341 shares from options vesting October 13, 2026, each at $10.05 per share; and 100 shares issuable on conversion of 100 Series A-1 Convertible Preferred Shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

Jason Matuszewski

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 3,665,899.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,665,899.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,665,899.00

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)

17.4 %

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 2,362,348 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: Jason Matuszewski (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: 3,665,899 shares of Common Stock, consisting of: (i) 1,303,551 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) 98,907 shares of Common Stock issuable upon exercise of the vested portion of options to purchase 198,807 shares at $10.05 per share expiring March 17, 2035; (iv) 13,341 shares of Common Stock issuable upon exercise of the portion of options to purchase 40,427 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 497,411 shares not scheduled to vest on or before November 29, 2026. The amount also excludes options to purchase 440,529 shares at $5.50 per share not scheduled to vest on or before November 29, 2026.
(b)	Percent of class: 17.4%. 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: 3,665,899
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 3,665,899
	(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.

Jason Matuszewski

Signature:	/s/ Jason Matuszewski
Name/Title:	Jason Matuszewski
Date:	11/10/2026