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  4. [8-K] CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. Reports Material Event

Creative Medical (CELZ) secures $4.5M and issues 5.58M inducement warrants

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Creative Medical Technology Holdings entered into warrant exercise inducement letters, prompting holders of warrants for 2,790,340 shares to exercise at $1.60 per share, generating approximately $4.5 million in gross proceeds. In return, the company reduced the original $2.86 exercise price and issued new Inducement Warrants for 5,580,680 shares at $1.60 per share.

The Inducement Warrants were issued in a private placement, will become exercisable only after required stockholder approval and then remain exercisable for five years. The company plans to file a resale registration statement on Form S-3 within thirty days. Roth Capital Partners will receive an 8% advisory fee on gross proceeds plus $50,000 for legal expenses. Separately, the compensation committee approved a $100,000 bonus for CEO Timothy Warbington.

Positive

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Insights

Company raises cash via warrant exercise but adds new long-dated warrants.

Creative Medical Technology Holdings secured approximately $4.5 million of gross proceeds by incentivizing holders to exercise 2,790,340 existing warrants at a reduced $1.60 exercise price. This immediately strengthens liquidity for working capital and general corporate purposes.

In exchange, the company granted 5,580,680 new Inducement Warrants at the same exercise price. These are not exercisable until stockholders approve the underlying share issuance under Nasdaq rules and then run for five years. Actual dilution therefore depends on future approvals and exercise decisions.

Roth Capital Partners receives an 8% advisory fee on the gross proceeds plus $50,000 in legal reimbursement, modestly reducing net cash inflow. A separate $100,000 bonus to the CEO is a small, compensation-related outlay relative to the financing size and does not alter the overall capital structure.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Existing warrants exercised 2,790,340 shares at $1.60 Cash exercise of Existing Warrants under inducement letters
Gross proceeds approximately $4.5 million From holders’ cash exercise of Existing Warrants
New Inducement Warrants 5,580,680 shares at $1.60 Issued as inducement for cash exercise of Existing Warrants
Advisory fee rate 8% of gross proceeds Fee payable to Roth Capital Partners
Legal expense reimbursement $50,000 Reimbursement to Roth Capital Partners for legal expenses
CEO cash bonus $100,000 Bonus approved for CEO Timothy Warbington
Inducement Warrant term 5 years Exercisable for five years after stockholder approval
Resale registration timing within 30 days Deadline to file Form S-3 for Inducement Warrant shares
warrant exercise inducement offer letters financial
"entered into warrant exercise inducement offer letters (the “Inducement Letters”) with the holders"
Existing Warrants financial
"holders of warrants to purchase an aggregate of 2,790,340 shares ... (collectively, the “Existing Warrants”)"
Inducement Warrants financial
"to issue the Holders new warrants to purchase an aggregate of 5,580,680 shares ... (the “Inducement Warrants”)"
Section 4(a)(2) of the Securities Act of 1933 regulatory
"issued the Inducement Warrants in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933"
resale registration statement on Form S-3 regulatory
"agreed to file a resale registration statement on Form S-3 with the SEC within thirty days"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What financing transaction did Creative Medical Technology Holdings (CELZ) complete?
Creative Medical Technology Holdings completed a warrant exercise inducement transaction, prompting holders to exercise existing warrants for 2,790,340 shares at $1.60 per share. This generated approximately $4.5 million in gross proceeds for working capital and general corporate purposes.

How many new warrants did CELZ issue and at what exercise price?
The company issued Inducement Warrants to purchase 5,580,680 shares of common stock at an exercise price of $1.60 per share. These new warrants were granted in exchange for the cash exercise of the existing warrants under the inducement offer structure.

When can the Inducement Warrants of Creative Medical Technology Holdings be exercised?
The Inducement Warrants cannot be exercised until stockholders approve the issuance of the underlying shares as required by Nasdaq rules. After that approval, they will be exercisable for a period of five years from the approval date.

How will the resale of shares from CELZ’s Inducement Warrants be registered?
The company agreed to file a resale registration statement on Form S-3 with the SEC within thirty days of closing. This registration will cover the resale of the common shares issuable upon exercise of the Inducement Warrants issued in the private placement.

What fees will Roth Capital Partners receive in the CELZ warrant inducement deal?
Roth Capital Partners, acting as financial advisor, will receive a fee equal to 8% of the aggregate gross proceeds from the warrant exercises. The company will also reimburse Roth an additional $50,000 for its legal expenses tied to the transaction.

What bonus did CELZ approve for its CEO, Timothy Warbington?
The compensation committee of the board approved a $100,000 bonus for CEO Timothy Warbington on July 1, 2026. This payment is a compensatory decision separate from the warrant inducement financing and does not affect the terms of that capital transaction.

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Understanding 8-K Material Events →

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

 

FORM 8-K

 

CURRENT REPORT 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 30, 2026

 

Creative Medical Technology Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-53500

 

87-0622284

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

211 E Osborn Road, Phoenix, AZ 85012

(Address of principal executive offices)

 

(480) 399-2822

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

CELZ

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On June 30, 2026, Creative Medical Technology Holdings, Inc. (the “Company”) entered into warrant exercise inducement offer letters (the “Inducement Letters”) with the holders (the “Holders”) of warrants to purchase an aggregate of 2,790,340 shares of the Company’s common stock originally issued on October 29, 2025 (collectively, the “Existing Warrants”), pursuant to which the Holders agreed to exercise the Existing Warrants at an exercise price of $1.60 per share, in exchange for the Company’s agreement to reduce the exercise price of the Existing Warrants from $2.86 per share, and to issue the Holders new warrants to purchase an aggregate of 5,580,680 shares of Common Stock at an exercise price of $1.60 per share (the “Inducement Warrants”). The aggregate gross proceeds from the exercise of the Existing Warrants was approximately $4.5 million, before deducting financial advisory fees. The net proceeds received by the Company will be used for working capital and general corporate purposes.

 

The shares of common stock issuable upon exercise of the Existing Warrants are registered for issuance pursuant to a registration statement on Form S-3 (File No. 333-291713), which was declared effective by the Securities and Exchange Commission (the “SEC”) on December 12, 2025. 

 

In consideration for the cash exercise of the Existing Warrants, the Holders were issued the Inducement Warrants in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Inducement Warrants will not be exercisable until the Company has obtained stockholder approval for the issuance of the shares of common stock underlying the Inducement Warrants as required by the applicable rules and regulations of the Nasdaq Stock Market, and will then be exercisable for a period of five years following the date the Company obtains such stockholder approval.

 

The Inducement Warrants and the shares of common stock underlying the Inducement Warrants offered in the private placement have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. As part of the transaction, the Company has agreed to file a resale registration statement on Form S-3 with the SEC within thirty days of the closing to register the resale of the shares of common stock issuable upon exercise of the Inducement Warrants.

 

Roth Capital Partners, LLC acted as the Company’s financial advisor in connection with the transactions described above, and will be (i) paid a financial advisory fee equal to 8% of the aggregate gross proceeds received from the Holders’ exercise of the Existing Warrants and (ii) reimbursed an aggregate of $50,000 for its legal expenses. 

 

The foregoing description of the Inducement Letters and the Inducement Warrants does not purport to be complete, and is qualified in its entirety by reference to the full text of the forms thereof, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 1, 2026, the Compensation Committee of the Company’s Board of Directors approved the payment of a bonus to Timothy Warbington, the Company’s Chief Executive Officer, in the amount of $100,000.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

4.1

Form of Inducement Warrant

10.1

Form of Inducement Letter

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Creative Medical Technology Holdings, Inc.

 

 

 

 

Date: July 2, 2026

By:

/s/ Timothy Warbington

 

 

 

Timothy Warbington, Chief Executive Officer

 

 

 
3

 

Source: View Original Filing on SEC EDGAR

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