Creative Medical Technology Holdings, Inc. Files 10-K/A for Fiscal Year Ended December 31, 2023

TL;DR

<b>Creative Medical Technology Holdings, Inc. has filed an amended 10-K for FY2023, confirming its listing on NASDAQ under CELZ.</b>

AI Summary

CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. (CELZ) filed a Amended Annual Report (10-K/A) with the SEC on April 29, 2024. Creative Medical Technology Holdings, Inc. filed an amended annual report (10-K/A) for the fiscal year ending December 31, 2023. The company's common stock trades under the symbol CELZ on The NASDAQ Stock Market LLC. Creative Medical Technology Holdings, Inc. is incorporated in Nevada and headquartered in Phoenix, Arizona. The company was formerly known as JOLLEY MARKETING INC, with a name change on September 10, 2002. This filing indicates the company is a smaller reporting company and a non-accelerated filer.

Why It Matters

For investors and stakeholders tracking CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC., this filing contains several important signals. This amended filing provides updated information for the fiscal year 2023, which is crucial for investors to assess the company's current financial health and operational status. As a smaller reporting company and non-accelerated filer, this 10-K/A is a key document for understanding its regulatory compliance and disclosure obligations.

Risk Assessment

Risk Level: low — CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. shows low risk based on this filing. The filing is an amendment (10-K/A) rather than a standard 10-K, suggesting potential revisions or additions to previously reported information, but the core financial data for the period remains the focus.

Analyst Insight

Review the specific amendments within this 10-K/A filing to understand any changes to Creative Medical Technology Holdings, Inc.'s reported financial or operational data for the fiscal year 2023.

Key Numbers

• 2023-12-31 — Fiscal Year End (The reporting period for the 10-K/A filing.)
• 2024-04-29 — Filing Date (The date the amended report was filed with the SEC.)
• 000-53500 — Commission File Number (SEC identifier for the company.)
• 001-41120 — SEC File Number (SEC identifier for the company.)

Key Players & Entities

• CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. (company) — Registrant name
• CELZ (company) — Trading Symbol
• The NASDAQ Stock Market LLC (company) — Exchange where CELZ is registered
• 2023-12-31 (date) — Fiscal year end
• 2024-04-29 (date) — Filing date
• JOLLEY MARKETING INC (company) — Former company name
• 2002-09-10 (date) — Date of name change
• 000-53500 (regulator) — Commission File Number

FAQ

Industry Context

Creative Medical Technology Holdings, Inc. operates in the biotechnology sector, focusing on medical technologies.

Regulatory Implications

The company is subject to SEC regulations for public companies, including filing annual reports (10-K) and amendments (10-K/A).

What Investors Should Do

1. Analyze the specific changes and additions made in the 10-K/A filing compared to the original 10-K.
2. Review the company's business description and risk factors for any updated information.
3. Monitor future filings for continued operational and financial updates from Creative Medical Technology Holdings, Inc.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K/A.
• 2024-04-29: Filing Date — Date the amended 10-K was submitted to the SEC.

Year-Over-Year Comparison

This is an amended filing (10-K/A) for the fiscal year ended December 31, 2023, indicating updates or corrections to previously submitted information.

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share CELZ The NASDAQ Stock Mar
• $5,000,000 — finance company with annual revenues of $5,000,000 to $12,000,000. Prior to that, he serve
• $12,000,000 — y with annual revenues of $5,000,000 to $12,000,000. Prior to that, he served as Chief Oper
• $16.90 — of common stock at an exercise price of $16.90 vesting over three years, awarded to Do
• $150 — of common stock at an exercise price of $150.00, awarded to Donald Dickerson in 2021
• $330,000 — n with respect to base salary, which is $330,000 per annum for Mr. Warbington, and $300,
• $300,000 — 0,000 per annum for Mr. Warbington, and $300,000 per annum for Mr. Dickerson. 4 Addit
• $80,000 — director is paid an annual retainer of $80,000, plus $20,000 for each committee they c
• $20,000 — aid an annual retainer of $80,000, plus $20,000 for each committee they chair. We may p
• $120,000 — d exceeded or will exceed the lesser of $120,000 or 1% of the average of our total asset
• $250,000 — quired to pay an initial license fee of $250,000 either in cash or shares of our common
• $100,000 — ing terms: We were required to pay CMH $100,000 within 30 days of demand as an initial
• $200,000 — itiation of an IRB clinical trial. o $200,000, upon completion of the IRB clinical tr
• $400,000 — ent in a Phase 1-2 clinical trial. o $400,000 upon dosing the first patient in a Phas
• $0.01 — our shares of common stock trade below $0.01 per share for two or more consecutive t

Filing Documents

• celz_10ka.htm (10-K/A) — 168KB
• celz_ex311.htm (EX-31.1) — 3KB
• celz_ex312.htm (EX-31.2) — 3KB
• 0001477932-24-002384.txt (&nbsp;) — 372KB
• celz-20231231.xsd (EX-101.SCH) — 6KB
• celz-20231231_lab.xml (EX-101.LAB) — 22KB
• celz-20231231_cal.xml (EX-101.CAL) — 1KB
• celz-20231231_pre.xml (EX-101.PRE) — 14KB
• celz-20231231_def.xml (EX-101.DEF) — 2KB
• celz_10ka_htm.xml (XML) — 6KB

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance The following table sets forth information concerning our directors and executive officers: Name Position Age Timothy Warbington President, Chief Executive Officer and Director 62 Donald Dickerson Chief Financial Officer & Senior Vice-President and Director 59 Michael H. Finger (1)(2)(3) Director 77 Susan Snow (1)(2)(3) Director 66 Bruce S. Urdang (1)(2)(3) Director 65 (1) Member of the audit committee. (2) Member of the corporate governance and nominating committee. (3) Member of the compensation committee. Timothy Warbington. Mr. Warbington has served as our director and as Chief Executive Officer since February 2016 and has served as a director, Chief Executive Officer and President of CMH since October 2011. He has over 25 years of executive level management experience. Mr. Warbington received a Bachelor's Degree in Accounting from Arizona State University in 1984. From 1993 through 2007 he owned and operated a multi-million dollar national agricultural (produce) and finance company with annual revenues of $5,000,000 to $12,000,000. Prior to that, he served as Chief Operating Officer of the U.S. subsidiary of a British firm engaged in the international food trade. For eight years, Mr. Warbington has invested in the biotechnology industry and has provided strategic and tactical advice as a consultant to a publicly traded bio-tech firm. In connection with this experience, he has built a network of scientists, physicians and executives to participate as executive officers and directors of CMH. Mr. Warbington's experience as an executive, and in particular with respect to biotechnology companies, qualify him to serve as one of our directors. Donald Dickerson . Mr. Dickerson has served as our director and as Chief Financial Officer and Senior Vice-President since February 2016, and has served as a director and as Vice President and Chief Operating Officer of CMH since June 2

Executive Compensation

Item 11. Executive Compensation The following table contains information concerning the compensation paid during our fiscal years ended December 31, 2023 and 2022 to Timothy Warbington, our Chief Executive Officer, and Donald Dickerson, our Chief Financial Officer, who served as our only executive officers during 2023 and 2022 (collectively, our "Named Executive Officers"). SUMMARY COMPENSATION TABLE Name & Principal Position Year Salary ($) Option Awards ($) (1) All Other Compensation ($) Total ($) Timothy Warbington 2023 330,000 -0- 192,620 522,620 Chief Executive Officer 2022 330,000 40,224 99,000 469,224 Donald Dickerson 2023 300,000 -0- 167,250 467,250 Chief Financial Officer 2022 300,000 36,555 90,000 426,555 (1) Reflects the award of (i) an option to purchase 5,324 shares of common stock at an exercise price of $16.90 vesting over three years, awarded to Donald Dickerson in 2022, (ii) fully vested warrants to purchase (i) 1,000 shares of common stock at an exercise price of $150.00, awarded to Donald Dickerson in 2021, and (iii) an option to purchase 5,858 shares of common stock at an exercise price of $16.90 vesting over three years, awarded to Timothy Warbington in 2022. The dollar figures represent the value of the awards at grant date as calculated under FASB ASC Topic 718. Messrs. Warbington and Dickerson will not realize the estimated value of these awards in cash until these awards are exercised and sold. See Notes 6 and 7 to our audited financial statements for the year ended December 31, 2023 for the assumptions we made in the valuation of these options and warrants, respectively. Outstanding Equity Awards at Fiscal Year End As of December 31, 2023, our Named Executive Officers had outstanding unexercised options as set forth below. Our named Executive Officers did not have any unvested stock awards outstanding at December 31, 2023. Name Number of securities underlying unexerc

Security Ownership of Certain Beneficial Owners and Management

Item 12. Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 15, 2024, as adjusted to reflect the sale of common stock offered by us in this offering, for: each person, or group of affiliated persons, who we know to beneficially own more than 5% of our common stock; each of our named executive officers; each of our directors and director nominees; and all of our executive officers and directors as a group. The percentage of beneficial ownership information shown in the table is based on 1,356,626 shares of common stock currently outstanding. Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our common stock. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of our common stock issuable pursuant to the exercise of warrants that are either immediately exercisable or exercisable within 60 days of April 15, 2024. These shares are deemed to be outstanding and beneficially owned by the person holding those warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. Names and Address of Individual or Identity of Group(1) Number of Shares Beneficially Owned Beneficial Ownership (%) Officers and Directors Timothy Warbington 39,298 (2) 2.9 % Donald Dic

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence The following includes a summary of transactions since January 1, 2022 to which we have been a party in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets as of December 31, 2023 and 2022, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest. Jadi Cell License Agreement On December 28, 2020, we entered into a patent license agreement with Jadi Cell, LLC, a company owned and controlled by Dr. Amit Patel, a former director of ours. The agreement provides us with an exclusive license to U.S. Patent No. 9,803,176 "Methods and compositions for the clinical derivation of an allogenic cell and therapeutic uses" and the proprietary process of expanding the master cell bank of Jadi Cell LLC, in the field of enhancing autologous cells. The agreement includes the following terms: We were required to pay an initial license fee of $250,000 either in cash or shares of our common stock at a discount of 25% of the closing price of our common stock on the date of the agreement. Within thirty (30) days of the end of each calendar quarter, we are required to pay Jadi Cell five percent (5%) of the net income we generate from ImmCelz during such calendar quarter. If we sell or dispose of the ImmCelz business, we will be required to pay Jadi Cell ten percent of the proceeds of the sale. The agreement may only be terminated by Jadi Cell if we are in material breach of the agreement, in the event of our bankruptcy, if we cease to engage in the ImmCelz business or if we challenge the validity of the patent rights granted to us under the agreement. To date, we have not made any payments to Jadi Cell under this agreement, other than the

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