Creative Medical Technology Holdings Enters Definitive Agreement
Ticker: CELZ · Form: 8-K · Filed: May 17, 2024 · CIK: 1187953
Sentiment: neutral
Topics: definitive-agreement, corporate-action, equity-securities
TL;DR
CMED inked a material definitive agreement, filed on 5/14/24. Expect corporate changes.
AI Summary
Creative Medical Technology Holdings, Inc. announced on May 14, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and material modifications to the rights of security holders. Additionally, there were amendments to its articles of incorporation or bylaws and a change in its fiscal year.
Why It Matters
This filing indicates significant corporate actions, including a material definitive agreement and changes to the company's structure, which could impact its future operations and shareholder rights.
Risk Assessment
Risk Level: medium — The filing details material definitive agreements and modifications to security holder rights, which can introduce uncertainty and potential risks.
Key Players & Entities
- CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. (company) — Registrant
- May 14, 2024 (date) — Date of earliest event reported
- Nevada (jurisdiction) — State of incorporation
FAQ
What is the nature of the material definitive agreement entered into by Creative Medical Technology Holdings, Inc.?
The filing states that Creative Medical Technology Holdings, Inc. entered into a material definitive agreement on May 14, 2024, but does not provide specific details about the agreement's nature within the provided text.
What other significant events were reported in this 8-K filing?
Besides the material definitive agreement, the filing also reports on unregistered sales of equity securities, material modifications to the rights of security holders, amendments to articles of incorporation or bylaws, and a change in fiscal year.
When was the earliest event reported in this filing?
The earliest event reported in this filing occurred on May 14, 2024.
What is the state of incorporation for Creative Medical Technology Holdings, Inc.?
Creative Medical Technology Holdings, Inc. is incorporated in Nevada.
What is the SIC code and industry classification for Creative Medical Technology Holdings, Inc.?
The Standard Industrial Classification (SIC) code is 2836, and the industry classification is BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES).
Filing Stats: 976 words · 4 min read · ~3 pages · Grade level 11.7 · Accepted 2024-05-17 16:02:27
Key Financial Figures
- $0.001 — ich registered Common Stock, par value $0.001 per share CELZ The Nasdaq Stock Mar
- $100.00 — ferred Stock"), for a purchase price of $100.00. The Series B Preferred Stock has the r
Filing Documents
- celz_8k.htm (8-K) — 29KB
- celz_ex31.htm (EX-3.1) — 3KB
- celz_ex31img9.jpg (GRAPHIC) — 249KB
- celz_ex31img12.jpg (GRAPHIC) — 73KB
- celz_ex31img11.jpg (GRAPHIC) — 259KB
- celz_ex31img10.jpg (GRAPHIC) — 219KB
- 0001477932-24-003116.txt ( ) — 1257KB
- celz-20240514.xsd (EX-101.SCH) — 6KB
- celz-20240514_lab.xml (EX-101.LAB) — 14KB
- celz-20240514_cal.xml (EX-101.CAL) — 1KB
- celz-20240514_pre.xml (EX-101.PRE) — 9KB
- celz-20240514_def.xml (EX-101.DEF) — 2KB
- celz_8k_htm.xml (XML) — 4KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On May 14, 2024, Creative Medical Technology Holdings, Inc. (the "Company") entered into a Securities Purchase Agreement with Timothy Warbington, the Company's Chief Executive Officer, pursuant to which Mr. Warbington purchased one share of the Company's newly designated Series B Preferred Stock (the "Series B Preferred Stock"), for a purchase price of $100.00. The Series B Preferred Stock has the rights, preferences, privileges, qualifications, limitations and restrictions set forth in the Certificate of Designation of Preferences, Rights And Limitations of the Series B Preferred Stock filed by the Company with the Secretary of State of the State of Nevada on May 15, 2024 (the "Certificate of Designations), pursuant to which the Company designated one share of Series B Preferred Stock. On May 16, 2024, the Company filed a preliminary proxy statement with the Securities and Exchange Commission relating to its upcoming annual meeting of stockholders (the "Annual Meeting"). As disclosed in the preliminary proxy statement, one of the items to be considered by the Company's stockholders at the Annual Meeting is a proposal to approve an amendment to the Company's Articles of Incorporation increasing the number of authorized shares of the Company's common stock from 5,000,000 shares to 25,000,000 shares (the "Share Increase Proposal"). Pursuant to the Certificate of Designations, the Series B Preferred Stock has no voting rights other than the right to 100,000,000 votes on the Share Increase Proposal; provided, however, that the Series B Preferred Stock will be voted in the same proportion as the votes cast by shares of common stock on the Share Increase Proposal. The Certificate of Designations further provides that the share of Series B Preferred Stock will be automatically redeemed effective upon the approval of the Share Increase Proposal (or at such earlier time as the Board of Directors of the Company may dete
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Mr. Warbington is an "accredited investor" and the offer and sale of the share of Series B Preferred Stock was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
03 Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
08 Shareholder Director Nominations
Item 5.08 Shareholder Director Nominations. The Company's Board of Directors has established July 19, 2024 as the date of the Company's 2024 Annual Meeting of Stockholders, and June 3, 2024 as the record date for determining stockholders entitled to notice of, and to vote at, the Annual Meeting. Stockholders who intend to present proposals for inclusion in the proxy materials for the Annual Meeting pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, must ensure that such proposals are received by the Company, in writing, at 211 E Osborn Road, Phoenix, AZ 85012, and be directed to the attention of the Corporate Secretary, no later than June 3, 2024.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit 3.1 Certificate of Designation of the Series B Preferred Stock Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
SIGNATURES
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: May 17, 2024 By: /s/ Timothy Warbington Timothy Warbington, Chief Executive Officer 3