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 24, 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
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| 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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NA
(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 August 24, 2026, StimCell Energetics Inc. (the “Company”) entered into an Advisory Services Agreement (the “Agreement”) with Stonegate Capital Markets, Inc. ("Stonegate"), a Texas corporation, pursuant to which Stonegate will act as the Company’s non-exclusive advisor. Stonegate Capital Markets, Inc. is an affiliate of Stonegate Capital Partners, with which the Company has an existing investor relations and capital markets advisory agreement.
Pursuant to the Advisory Services Agreement, Stonegate will, on a best-efforts basis, identify and introduce prospective investors and strategic counterparties in connection with potential transactions involving the Company’s assets, property or rights and/or debt and/or equity securities to be issued by the Company (the “Assets”), in each case as mutually agreed by the parties. All transactions remain subject to the Company’s approval. 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.
The Company agreed to pay Stonegate a fee (the “Advisory Fee”) as a percentage of the Gross Proceeds (as defined below) from any sale of the Assets to any of the Purchasers. The detailed description of fees is included in a copy of the Agreement, which is attached to this Form 8-K as Attachment 10.1. The Agreement has an initial three-month contract period and may thereafter be terminated by either party upon thirty (30) days’ written notice.
ITEM 7.01REGULATION FD DISCLOSURE
On September 8, 2026, the Company issued an informational news release (the “Release”) announcing the signing of an Advisory Services Agreement with Stonegate Capital Markets, 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 Markets, Inc. dated August 24, 2026.
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99.1
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| News release dated September 8, 2026.
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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: September 8, 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 Markets as Non-Exclusive Advisor for Strategic Capital Market Transactions
Vancouver, BC – September 8, 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 entered into an Advisory Services Agreement with Stonegate Capital Markets, Inc. (“Stonegate”), a Texas corporation, pursuant to which Stonegate will act as the Company’s non-exclusive advisor.
Pursuant to the Advisory Services Agreement effective August 24, 2026, Stonegate will, on a best-efforts basis, identify and introduce prospective investors and strategic counterparties in connection with potential transactions involving the Company’s assets, property or rights and/or debt and/or equity securities to be issued by the Company, in each case as mutually agreed by the parties. All transactions remain subject to the Company’s approval.
“Stonegate’s experience introducing companies to institutional and strategic capital sources will help us evaluate opportunities to fund and further advance our eBalance® technology,” said David Jeffs, CEO of StimCell Energetics. “This engagement is intended to support our efforts to position the Company for its next stage of growth, while keeping all transaction decisions under Company control.”
As compensation for services rendered in connection with any completed transaction involving a Stonegate contact, the Company has agreed to pay Stonegate a success-based advisory fee as a percentage of Gross Proceeds, payable upon closing. The Agreement has an initial three-month contract period and may thereafter be terminated by either party upon thirty (30) days’ written notice.
Unless otherwise agreed in writing, any securities offering conducted in connection with Stonegate’s capital-raising activities is expected to be structured pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933. The Company remains responsible for Form D and applicable state blue-sky notice filings.
This engagement is separate from the Company’s previously announced advisory arrangement with Stonegate Capital Partners, Inc. for research coverage and institutional investor outreach.
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.
