CELZ Sets Dec. 18 Annual Meeting; Board Backs All Proposals
Ticker: CELZ · Form: DEF 14A · Filed: Oct 30, 2025 · CIK: 1187953
Sentiment: neutral
Topics: Proxy Statement, Corporate Governance, Director Election, Executive Compensation, Auditor Ratification, Shareholder Meeting, Biotechnology
Related Tickers: CELZ
TL;DR
**CELZ's upcoming shareholder meeting is a rubber stamp for management, but pay attention to the executive compensation vote for any dissent.**
AI Summary
Creative Medical Technology Holdings, Inc. (CELZ) is holding its 2025 Annual Meeting of Stockholders on December 18, 2025, at 9:00 a.m. Pacific Standard Time in Solana Beach, CA. Stockholders will vote on three key proposals: the election of five directors, an advisory vote on named executive officer compensation, and the ratification of Haynie & Company as the independent registered public accountants for the fiscal year ending December 31, 2025. The Board of Directors unanimously recommends voting FOR all proposals. As of the record date, October 27, 2025, there were 2,579,930 shares of Common Stock issued and outstanding, held by approximately 75 record holders. The company's CEO, Timothy Warbington, and CFO, Donald Dickerson, are also directors. The proxy materials, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, were made available on or about October 31, 2025, primarily via the Internet at www.proxyvote.com. The quorum requirement for the Annual Meeting is the presence in person or by proxy of one-third of the aggregate voting power of the Common Stock.
Why It Matters
This DEF 14A filing outlines the critical governance decisions for Creative Medical Technology Holdings, Inc., directly impacting investor confidence and strategic direction. The election of five directors, including CEO Timothy Warbington and CFO Donald Dickerson, will shape future leadership and operational oversight. The advisory vote on executive compensation provides a non-binding but important signal of shareholder sentiment regarding management's pay, while the ratification of Haynie & Company ensures independent financial oversight. For investors, these votes are crucial for assessing corporate accountability and the company's competitive positioning in the biotechnology sector.
Risk Assessment
Risk Level: low — The filing is a routine DEF 14A proxy statement, primarily detailing procedural matters for the 2025 Annual Meeting of Stockholders. It does not introduce new financial risks or significant operational changes. The proposals, such as electing directors and ratifying auditors, are standard corporate governance items.
Analyst Insight
Investors should review the biographies of the five director nominees to understand their experience and potential impact on company strategy. While the Board recommends 'FOR' all proposals, shareholders should specifically consider the advisory vote on executive compensation to express their views on management pay practices.
Key Numbers
- December 18, 2025 — Annual Meeting Date (Date of the 2025 Annual Meeting of Stockholders)
- October 27, 2025 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting)
- 2,579,930 — Shares Outstanding (Number of Common Stock shares issued and outstanding as of the Record Date)
- 5 — Directors to be Elected (Number of directors proposed for election to the Board of Directors)
- 1/3 — Quorum Requirement (Fraction of aggregate voting power required for the Annual Meeting to proceed)
- October 31, 2025 — Proxy Materials Availability Date (Date proxy statement and annual report were first made available)
- December 17, 2025 — Proxy Voting Deadline (Deadline for Internet and telephone proxy voting (8:59 p.m. PST))
- 75 — Holders of Record (Approximate number of stockholders of record as of October 27, 2025)
Key Players & Entities
- CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. (company) — Registrant for DEF 14A filing
- Timothy Warbington (person) — President, Chief Executive Officer and Director
- Donald Dickerson (person) — Chief Financial Officer & Senior Vice-President and Director
- Michael H. Finger (person) — Director and member of audit, corporate governance, and compensation committees
- Susan Snow (person) — Director and member of audit, corporate governance, and compensation committees
- Bruce S. Urdang (person) — Director and member of audit, corporate governance, and compensation committees
- Haynie & Company (company) — Independent registered public accountants
- SEC (regulator) — Securities and Exchange Commission
- vStock Transfer, LLC (company) — Transfer agent
- $2,579,930 (dollar_amount) — Shares of Common Stock issued and outstanding as of October 27, 2025
FAQ
When is Creative Medical Technology Holdings, Inc.'s 2025 Annual Meeting of Stockholders?
Creative Medical Technology Holdings, Inc.'s 2025 Annual Meeting of Stockholders is scheduled for December 18, 2025, at 9:00 a.m. Pacific Standard Time. The meeting will be held at 440 Stevens Avenue, Suite #200, Solana Beach, CA 92075.
What are the key proposals to be voted on at the CELZ Annual Meeting?
Stockholders of CELZ will vote on three main proposals: the election of five directors to the Board, an advisory vote on the compensation of named executive officers, and the ratification of Haynie & Company as the independent registered public accountants for the fiscal year ending December 31, 2025.
Who are the current executive officers and directors of Creative Medical Technology Holdings, Inc.?
The executive officers and directors include Timothy Warbington (President, CEO, Director), Donald Dickerson (CFO, Senior VP, Director), Michael H. Finger (Director), Susan Snow (Director), and Bruce S. Urdang (Director). All five directors are up for election.
What is the record date for voting at the CELZ 2025 Annual Meeting?
The record date for the CELZ 2025 Annual Meeting of Stockholders is the close of business on October 27, 2025. Only stockholders of record as of this date are entitled to vote at the Annual Meeting.
How many shares of Common Stock were outstanding for Creative Medical Technology Holdings, Inc. as of the record date?
As of the record date, October 27, 2025, there were 2,579,930 shares of Creative Medical Technology Holdings, Inc.'s Common Stock issued and outstanding. These shares were held by approximately 75 holders of record.
How does the Board of Directors recommend voting on the proposals for CELZ?
The Board of Directors of Creative Medical Technology Holdings, Inc. unanimously recommends that stockholders vote FOR the election of the five nominated directors, FOR the advisory proposal to approve executive compensation, and FOR the ratification of Haynie & Company as the independent registered public accounting firm.
Where can I find the proxy materials for the Creative Medical Technology Holdings, Inc. Annual Meeting?
The proxy materials, including the Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, are available at www.proxyvote.com. These materials were first made available on or about October 31, 2025.
What is the voting requirement for the election of directors at the CELZ Annual Meeting?
The election of directors for CELZ requires the affirmative vote of a plurality of the votes cast at the Annual Meeting by holders of Common Stock. This means the five directors who receive the most votes will be elected.
What is the deadline to submit stockholder proposals for Creative Medical Technology Holdings, Inc.'s 2026 Annual Meeting?
For a stockholder proposal to be considered for inclusion in Creative Medical Technology Holdings, Inc.'s proxy statement for the 2026 Annual Meeting, the Corporate Secretary must receive the written proposal no later than July 3, 2026. This deadline may change if the 2026 Annual Meeting is held more than 30 days before or after December 18, 2026.
What is 'householding' in the context of CELZ's proxy materials?
Householding is an SEC rule that allows companies to deliver a single set of proxy statements and annual reports to multiple stockholders sharing the same address. This reduces environmental impact and costs. Stockholders can request separate copies or opt out of householding by contacting their broker or the company's Corporate Secretary.
Industry Context
Creative Medical Technology Holdings, Inc. operates within the biotechnology and medical device sector, focusing on regenerative medicine and advanced therapies. This industry is characterized by significant research and development investment, long product development cycles, and stringent regulatory hurdles from bodies like the FDA. Companies in this space often face intense competition from both established players and emerging startups, with success heavily reliant on clinical trial outcomes and intellectual property protection.
Regulatory Implications
As a medical technology company, CELZ is subject to extensive regulation by the FDA and similar international bodies. Approval processes for new devices and therapies are rigorous and time-consuming, posing a significant risk to product timelines and market entry. Compliance with healthcare regulations, data privacy laws (like HIPAA), and manufacturing standards (like GMP) are critical to avoid penalties and maintain operational integrity.
What Investors Should Do
- Review the Proxy Statement and Annual Report
- Vote on Director Elections
- Vote on Executive Compensation
- Ratify Independent Auditors
- Submit Proxy Vote
Key Dates
- 2025-12-18: 2025 Annual Meeting of Stockholders — Date for stockholders to vote on key proposals, including director elections and executive compensation.
- 2025-10-27: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
- 2025-10-31: Proxy Materials Availability Date — Date when the proxy statement and annual report were first made available to stockholders, primarily via the internet.
- 2024-12-31: Fiscal Year End — The period covered by the Annual Report on Form 10-K being presented at the meeting.
Glossary
- DEF 14A
- A proxy statement filed with the SEC by publicly traded companies that are soliciting shareholder votes. (This document contains the information shareholders need to vote on matters at the annual meeting.)
- Record Date
- A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Establishes the pool of eligible voters for the December 18, 2025 Annual Meeting.)
- Quorum
- The minimum number of shareholders required to be present (in person or by proxy) for a valid meeting to be held. (For CELZ, one-third of the voting power of Common Stock must be represented to conduct business.)
- Proxy
- A document or instruction authorizing another person to act as one's agent or proxy, especially in voting at a shareholders' meeting. (Used by shareholders who cannot attend the meeting in person to cast their votes.)
- Form 10-K
- An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (The Annual Report for the fiscal year ended December 31, 2024, is included with the proxy materials.)
Year-Over-Year Comparison
This filing is for the 2025 Annual Meeting, and the provided text focuses on the upcoming meeting and the 2024 Annual Report. A direct comparison to a previous filing's key metrics like revenue growth or margin changes is not possible with the information presented here, as it primarily details the agenda and procedural aspects of the current meeting rather than comparative financial performance data.
Filing Stats: 4,829 words · 19 min read · ~16 pages · Grade level 11.8 · Accepted 2025-10-30 06:11:46
Key Financial Figures
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Filing Documents
- celz_def14a.htm (DEF 14A) — 291KB
- celz_def14aimg3.jpg (GRAPHIC) — 9KB
- celz_def14aimg4.jpg (GRAPHIC) — 8KB
- celz_def14aimg5.jpg (GRAPHIC) — 168KB
- celz_def14aimg6.jpg (GRAPHIC) — 183KB
- celz_def14aimg7.jpg (GRAPHIC) — 246KB
- 0001477932-25-007803.txt ( ) — 1138KB
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 11 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 18 PROPOSAL ONE: ELECTION OF DIRECTORS 19 PROPOSAL TWO: ADVISORY VOTE ON EXECUTIVE COMPENSATION 20 PROPOSAL THREE: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS 20 AUDIT COMMITTEE REPORT 21 OTHER MATTERS 22 PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS To Be Held at 9:00 a.m. Pacific Standard Time on December 18, 2025 This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors (the "Board" or "Board of Directors") for use at the 2025 annual meeting of stockholders of Creative Medical Technology Holdings, Inc., a Nevada corporation, and any postponements, adjournments or continuations thereof (the "Annual Meeting"). The Annual Meeting will be held on December 18, 2025 at 9:00 a.m. Pacific Standard Time at 440 Stevens Avenue, Suite #200, Solana Beach, CA 92075. References in this Proxy Statement to "we," "us," "our," the "Company" or "Creative Medical Technology Holdings" refer to Creative Medical Technology Holdings, Inc. The Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access this Proxy Statement and our Annual Report is first being mailed on or about October 31, 2025 to all stockholders entitled to vote at the Annual Meeting. THE INFORMATION PROVIDED IN THE "QUESTION AND ANSWER" FORMAT BELOW IS FOR YOUR CONVENIENCE ONLY AND IS MERELY A SUMMARY OF THE INFORMATION CONTAINED IN THIS PROXY STATEMENT. YOU SHOULD READ THIS ENTIRE PROXY STATEMENT CAREFULLY. 1 Table of Contents QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING Q: What is included in the proxy materials? A: The proxy materials include this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 14, 2025 (the "Annual Report"). These materials were first made