Creative Med Technology Hldgs SEC Filings

Creative Medical Technology Holdings (CELZ) reported a compensation action. On November 6, 2025, the Board’s Compensation Committee approved bonuses of $100,000 for CEO Timothy Warbington and $25,000 for CFO Donald Dickerson.

The company also noted its common stock trades on Nasdaq under CELZ. An Exhibit 104 cover page interactive data file was included.

Creative Medical Technology Holdings (CELZ) filed its Q3 2025 10‑Q, showing continued operating investment and recent warrant-driven funding. Cash was $5.38 million at September 30, 2025, with positive working capital of about $5.15 million. Q3 net loss was $1.24 million (vs. $1.04 million a year ago), and the nine‑month net loss was $4.11 million. Revenue remained minimal at $3,000 year-to-date.

Operating expenses reflected higher selling, general and administrative costs, partly offset by lower R&D as the AlloStemSpine ADAPT trial moved through recruitment. The company raised approximately $3.7 million in March 2025 via warrant exercise inducements; a subsequent October 25, 2025 inducement generated about $3.8 million in net proceeds, with those new warrants’ exercise price reset to $2.86 on November 4, 2025 based on VWAP mechanics. Warrants outstanding were 4,147,478 at quarter-end.

As of November 1, 2025, CELZ had 2,580,532 common shares outstanding. Management highlighted progress across clinical programs and maintained effective disclosure controls.

Creative Medical Technology Holdings (CELZ) called a special meeting to seek stockholder approval, as required by Nasdaq Listing Rule 5635(d), to permit the full exercise of warrants covering 2,790,340 shares of Common Stock issued on October 29, 2025.

The Inducement Warrants have an exercise price of $3.75 per share, subject to reduction to the lowest VWAP during the five trading days starting on their issuance date. They are not exercisable until stockholders approve the proposal and will then be exercisable for five years following approval. The company agreed to file a registration statement to register the resale of the underlying shares.

The filing notes potential dilution to existing holders if the warrants are exercised and that sales of the resulting shares could pressure the stock price. If approval is not obtained, the company must call additional stockholder meetings every 90 days until approval is secured, which it states would add cost. The Board unanimously recommends a vote FOR the proposal.

Creative Medical Technology Holdings (CELZ) entered warrant exercise inducement agreements. Holders agreed to exercise Existing Warrants for 1,116,136 shares at $3.75 per share, generating approximately $4.2 million in gross proceeds. Net proceeds will be used for working capital and general corporate purposes.

In exchange, CELZ issued Inducement Warrants to purchase 2,790,340 shares with a $3.75 exercise price, subject to reduction to the lowest VWAP during the five trading days starting on the issuance date. These Inducement Warrants are not exercisable until stockholder approval is obtained under Nasdaq rules and will then be exercisable for five years from that approval date.

The company also reduced the exercise price of certain 2022 and 2021 warrants to $4.73 per share and issued additional warrants for up to 279,036 shares to a consenting investor. Existing Warrant shares are registered under an effective Form S-3; the Inducement Warrants were issued privately, and CELZ agreed to file a Form S-3 within thirty days to register the resale of shares issuable upon their exercise. Roth Capital Partners will receive an 8% advisory fee on gross proceeds and $40,000 for legal expenses.

Creative Medical Technology Holdings (CELZ) called its 2025 Annual Meeting for December 18, 2025 at 9:00 a.m. PST in Solana Beach, CA. Stockholders will vote on three items: electing five directors, an advisory say‑on‑pay for named executive officers, and ratifying Haynie & Company as independent auditor for the year ending December 31, 2025.

The Board set October 27, 2025 as the record date, with 2,579,930 shares of common stock outstanding on that date. Directors are elected by a plurality of votes cast; the say‑on‑pay and auditor ratification require a majority of shares present and entitled to vote. The Board unanimously recommends FOR all three proposals.

The company reports three independent directors on its five‑member Board and standard committee structures. For 2024, audit fees to Haynie & Company were $92,772. The proxy also outlines executive and director compensation, equity plans, and related‑party policies to guide governance and compliance.

Armistice Capital, LLC and Steven Boyd report shared beneficial ownership of 135,531 shares of Creative Medical Technology Holdings, Inc. common stock, representing 4.99% of the class. Armistice Capital, as investment manager to Armistice Capital Master Fund Ltd., exercises voting and investment power over the shares held by the Master Fund, and Mr. Boyd, as managing member, is reported with the same shared voting and dispositive power. The filing states the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. The Master Fund is identified as the direct holder and retains the right to receive dividends or sale proceeds.

Creative Medical Technology Holdings, Inc. reported cash and short-term investments of $6,544,120 and total assets of $7,105,228 at June 30, 2025, with positive working capital of approximately $6,355,063 and stockholders' equity of $6,827,584. The company remains unprofitable, recording a six-month net loss of $2,871,400 versus $2,599,272 a year earlier.

Commercial revenue was minimal: $0 for the quarter and $3,000 for the six months, down from $8,000 a year ago. Operating loss for the six months was $2,923,998. Research and development expense for the six months totaled $1,244,565 while selling, general and administrative expense was $1,619,914. Basic net loss per share for six months was $(1.26) on a weighted average of 2,282,290 shares.

The company strengthened liquidity through warrant exercises and related financings, generating approximately $3.7 million of net proceeds during the period and reporting 4,147,478 warrants outstanding at June 30, 2025. Clinical programs show material progress: an independent Data Safety Monitoring Board completed a safety review and recommended continuation of the CELZ-201 ADAPT trial after initial cohorts, and the company completed dosing of the second cohort (20 patients total) in Q2 2025.