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) March 12, 2026
STIMCELL ENERGETICS INC.
(Exact name of registrant as specified in its charter)
NV
| 000-54500
| 38-3939625
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(State or other jurisdiction of
incorporation)
| (Commission File
Number)
| (IRS Employer Identification No.)
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555 - 1130 Pender Street, West
Vancouver, British Columbia
|
| V6E 4A4
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(Address of principal executive
offices)
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| (Zip Code)
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Registrant’s telephone number, including area code:
| (844) 238-2692
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820 – 1130 Pender Street, West
Vancouver, British Columbia V6E 4A4
(Former name or former address, if changed since last report)
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐
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. ☐
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ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 12, 2026, StimCell Energetics Inc. (the “Company”) entered into an Advisory Services Agreement (the “Agreement”) with Stonegate Capital Partners, Inc. ("Stonegate") to provide research coverage and institutional investor outreach services.
Pursuant to the Agreement, Stonegate will deliver comprehensive services including quarterly updated research, ongoing investor relations consultation and representation and coordination of targeted institutional investor meetings.
As compensation for the initial twelve-month term, the Company will issue 250,000 shares of its common stock to Stonegate. After twelve months from the effective date of the Agreement, either party may cancel and terminate this Agreement with thirty days' written notice to the other party at any time.
Stonegate is a leading research and investor outreach firm with over 50 years in business, 100+ clients, and a proven track record of amplifying public company stories to a global audience through best-in-class targeting, analytics, a dedicated sales desk, and relationships with 750 investment firms and 1,250 individual contacts across 15 countries and 35 cities.
ITEM 3.02UNREGISTERED SALES OF EQUITY SECURITIES
On March 19, 2026, the Company issued 250,000 shares of its common stock to Stonegate as consideration for the services provided under the Advisory Services Agreement, as further described in Item 1.01 of this Current Report of Form 8-K.
The shares are being issued pursuant to the provisions available under the Rule 506(b) of Regulation D of the Act on the basis that the subscriber is an “accredited investor” as that term is defined under Regulation D of the Act.
ITEM 7.01REGULATION FD DISCLOSURE
On March 19, 2026, the Company issued an informational news release (the “Release”) announcing the signing of an Advisory Services Agreement with Stonegate Capital Partners, Inc., as further described in Item 1.1 of this Current Report on Form 8-K. A copy of the Release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.
(d)Exhibits
The following exhibits are provided with this Current Report:
Exhibit
Number
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| Description of Exhibit
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10.1
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| Advisory Services Agreement between the Company and Stonegate Capital Partners, Inc. dated March 12, 2026.
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99.1
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| News release dated March 19, 2026.
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2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STIMCELL ENERGETICS INC.
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Date: March 19, 2026
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| By: /s/ David Jeffs
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| David Jeffs,
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| Chief Executive Officer
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StimCell Energetics Engages Stonegate Capital Partners for Research Coverage and Institutional Investor Outreach
Vancouver, BC - March 19, 2026 - StimCell Energetics Inc. (OTCQB: STME) (“StimCell” or the “Company”), a biotech pioneer targeting cellular energy to enhance wellness, anti-aging, and longevity, is pleased to announce that it has engaged Stonegate Capital Partners, Inc. (“Stonegate”) to provide research coverage and institutional investor outreach services.
Pursuant to the Advisory Services Agreement effective March 12, 2026, Stonegate will deliver comprehensive services including quarterly updated research, ongoing investor relations consultation and representation and coordination of targeted institutional investor meetings.
As compensation for the initial twelve-month term, the Company will issue 250,000 shares of its common stock to Stonegate. Stonegate is a leading research and investor outreach firm with over 50 years in business, 100+ clients, and a proven track record of amplifying public company stories to a global audience through best-in-class targeting, analytics, a dedicated sales desk, and relationships with 750 investment firms and 1,250 individual contacts across 15 countries and 35 cities.
“We are happy to partner with Stonegate to elevate our visibility and build institutional ownership,” said David Jeffs, CEO of StimCell Energetics. “Their expertise in research coverage and direct outreach to mutual funds, investment managers and family offices will help us share the transformative potential of our eBalance® technology with a broader investor audience and support our long-term growth objectives.”
The shares issued to Stonegate are being issued pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws and will be subject to a six-month hold period from the date of issuance. Such shares may not be traded in or from any jurisdiction in Canada except in compliance with the conditions set forth in Canadian Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets. The shares are also being issued pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws. Such shares may not be offered or sold except pursuant to an effective registration statement or an available exemption from the registration requirements thereof.
About StimCell Energetics Inc.
StimCell Energetics Inc. is a biotech company focused on the discovery, development and commercialization of therapeutic and non-therapeutic products that enhance cellular function, promote general wellness and alleviate health complications including, but not limited to: aging, insulin sensitivity, high blood pressure, neuropathy and kidney function. The Company’s main focus is on continued research and development of its eBalance® Technology and its eBalance® Home System.
On behalf of the Board of Directors of StimCell Energetics Inc.
David Jeffs
CEO, Director
For further information:
info@stimcell.com
www.StimCell.com.
Forward Looking Statements
This press release contains forward-looking statements. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects”, “intends”, “estimates”, “projects”, “anticipates”, “believes”, “could”, and other similar words. All statements addressing product performance, events, or developments that the Company expects or anticipates will occur in the future are forward-looking statements. Because the statements are forward-looking, they should be evaluated in light of important risk factors and uncertainties, some of which are described in the Company’s Quarterly, Annual and Current Reports filed with the United States Securities and Exchange Commission (the “SEC”). Should one or more of these risks or uncertainties materialize, or should any of the Company’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on Company’s forward-looking statements. Except as required by law, StimCell Energetics Inc. disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. No stock exchange, securities commission or other regulatory body has reviewed nor accepts responsibility for the adequacy or accuracy of this release. Investors are advised to carefully review the reports and documents that StimCell Energetics Inc. files from time to time with the SEC, including its Annual, Quarterly and Current Reports.
