STOCK TITAN

Creative Medical lifts authorized stock to 100M shares

Creative Medical Technology Holdings, Inc. (ticker CELZ) reports that stockholders approved an amendment to its Articles of Incorporation to increase authorized common stock from 25,000,000 shares to 100,000,000 shares.

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Creative Medical Technology Holdings, Inc. (ticker CELZ) reports that stockholders approved an amendment to its Articles of Incorporation to increase authorized common stock from 25,000,000 shares to 100,000,000 shares. A Certificate of Amendment was filed with the Nevada Secretary of State on August 28, 2026 to effect this change.

At a Special Meeting of Stockholders on August 28, 2026, holders of 3,098,886 shares, representing 65.4% of outstanding common stock as of the record date, were present in person or by proxy, constituting a quorum. Stockholders also approved the exercise in full of warrants to purchase an aggregate of 5,580,680 shares of common stock issued in a June 30, 2026 private placement.

The share increase proposal passed with 2,488,537 votes for, 595,527 against, and 14,822 abstentions. The warrant exercise proposal received 678,541 votes for, 344,460 against, 17,313 abstentions, and 1,092,794 broker non-votes.

Positive

  • None.

Negative

  • None.

Filing Explained

Approval could add 5,580,680 shares and dilute existing ownership if exercised, but the filing does not report exercise or issuance.

The operative consequence is that the authorized ceiling is now 100,000,000 shares, while the approved warrant exercise remains a permission to exercise—not a reported exercise or issuance.

An authorized-share ceiling does not itself issue shares; if additional shares are issued, dilution reduces existing holders’ percentage ownership absent offsetting changes.

The July 24 S-3 record identifies 5,580,680 shares issuable on warrant exercise and says shares outstanding would be 12,173,237 versus 6,592,557 before full exercise; that is the disclosed holder-impact scenario, not a reported post-exercise count.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Authorized common stock before amendment 25,000,000 shares Authorized shares of common stock prior to August 28, 2026 amendment
Authorized common stock after amendment 100,000,000 shares Authorized shares of common stock after stockholder approval and Nevada filing
Investor Warrants share amount 5,580,680 shares Aggregate shares of common stock underlying Investor Warrants issued June 30, 2026
Shares represented at Special Meeting 3,098,886 shares Shares of common stock present in person or by proxy at Special Meeting
Quorum percentage 65.4% Percentage of outstanding common stock represented at Special Meeting as of record date
Votes for share increase proposal 2,488,537 Votes in favor of Proposal I to increase authorized common shares
Votes for warrant exercise proposal 678,541 Votes in favor of Proposal II to approve exercise in full of Investor Warrants
Broker non-votes on warrant proposal 1,092,794 Broker non-votes recorded for Proposal II
authorized shares financial
"to increase the number of authorized shares of common stock from"
Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.
Certificate of Amendment regulatory
"The Company filed a Certificate of Amendment with the Secretary"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
Special Meeting of Stockholders regulatory
"the Company held a Special Meeting of Stockholders (the “Special Meeting”)"
A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.
warrants financial
"the approval of the exercise in full of warrants to purchase an aggregate"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes 678,541 | 344,460"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

What change to authorized shares did CELZ stockholders approve on August 28, 2026?

Stockholders approved increasing authorized common stock of Creative Medical Technology Holdings, Inc. from 25,000,000 shares to 100,000,000 shares. The company filed a Certificate of Amendment with the Nevada Secretary of State on August 28, 2026 to implement this increase.

What was the quorum and participation level at CELZ’s August 28, 2026 Special Meeting?

Stockholders holding 3,098,886 shares of common stock, representing 65.4% of outstanding shares as of the record date, were present in person or represented by proxy at the Special Meeting of Creative Medical Technology Holdings, Inc., which constituted a quorum.

How did CELZ stockholders vote on the share increase proposal?

For the share increase proposal, Creative Medical Technology Holdings, Inc. received 2,488,537 votes for, 595,527 votes against, and 14,822 abstentions. There were no broker non-votes reported for this proposal.

What were the voting results on CELZ’s warrant exercise proposal?

For the warrant exercise proposal, votes cast were 678,541 for, 344,460 against, and 17,313 abstaining, with 1,092,794 broker non-votes recorded at the Special Meeting.

On which exchange is CELZ common stock listed and what is its par value?

Creative Medical Technology Holdings, Inc. common stock is listed on The Nasdaq Stock Market LLC under the symbol CELZ and has a par value of $0.001 per share.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

 

 

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): August 28, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On August 28, 2026, the stockholders of Creative Medical Technology Holdings, Inc. (the “Company”) approved an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 25,000,000 to 100,000,000. The Company filed a Certificate of Amendment with the Secretary of State of the State of Nevada on August 28, 2026 to effect such increase. The Certificate of Amendment has been filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On August 28, 2026, the Company held a Special Meeting of Stockholders (the “Special Meeting”) to consider and vote on proposals for (i) the approval of an amendment to the Company’s Articles of Incorporation increasing the number of the Company’s authorized shares of common stock from 25,000,000 shares to 100,000,000 shares (“Proposal I” or the “Share Increase Proposal”); and (ii) the approval of the exercise in full of warrants to purchase an aggregate of 5,580,680 shares of the Company’s common stock (the “Investor Warrants”) issued in a private placement on June 30, 2026 (“Proposal II”).  Each of the foregoing proposals is described in more detail in the definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on July 14, 2026.  Stockholders holding an aggregate of 3,098,886 shares of common stock, representing 65.4% of the outstanding shares of the Company’s common stock as of the record date, and which constituted a quorum, were present in person or represented by proxy at the Special  Meeting.   The results of the voting at the Special  Meeting are presented below.

 

Proposal I - The Share Increase Proposal was approved as follows:

 

For

Against

Abstain

Broker Non-Votes

2,488,537

595,527

14,822

N/A

 

Proposal II - The exercise in full of the Investor Warrants was approved as follows:

 

For

Against

Abstain

Broker Non-Votes

678,541

344,460

17,313

1,092,794

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

3.1

 

Certificate of Amendment to Articles of Incorporation of Creative Medical Technology Holdings, Inc., as filed with the Secretary of State of the State of Nevada on August 28, 2026

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: August 31, 2026

By:

/s/ Timothy Warbington

 

 

 

Timothy Warbington, Chief Executive Officer

 

 

 
3

 

Filing Exhibits & Attachments

6 documents