Armistice Capital and Steven Boyd Disclose 4.99% Ownership in CELZ
Rhea-AI Filing Summary
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.
Positive
- Transparent disclosure of a 4.99% position by Armistice Capital and Steven Boyd, clarifying ownership and voting arrangements
- Joint filing and certification confirm holdings are ordinary-course investments and not intended to change control
Negative
- No sole voting or dispositive power reported; all voting and disposition are shared rather than controlled solely by the reporting persons
Insights
TL;DR: A reported 4.99% stake indicates a meaningful but non-controlling position; voting and disposition are shared through the manager.
The filing discloses that Armistice Capital, via its Master Fund, holds 135,531 shares (4.99%). This is below the 5% beneficial-ownership threshold that often triggers heightened regulatory and market scrutiny, so the position does not, on its face, indicate a change in control. The filing clarifies voting and dispositive power are shared, not sole, and that the Master Fund retains economic rights to distributions. For investors, this is a transparency disclosure of an active investment manager holding a material minority stake without apparent control intent.
TL;DR: Disclosure shows coordinated filing by manager and managing member, with shared voting power and explicit non-control certification.
The joint Schedule 13G/A is signed by both Armistice Capital and Steven Boyd and includes a certification that the securities are held in the ordinary course of business and not to influence control. The statement that the Master Fund disclaims beneficial ownership in respect of voting/disposition due to the investment management agreement is a standard governance clarification. This filing documents ownership structure and responsibilities among reporting persons but does not report governance changes at the issuer.