CELZ Seeks Shareholder Nod for 2.79M Warrant Exercise Amid Dilution Fears

TL;DR

**CELZ shareholders better vote YES on these warrants or the company will bleed cash on endless meetings, but brace for dilution.**

AI Summary

Creative Medical Technology Holdings, Inc. (CELZ) is holding a Special Meeting on December 26, 2025, to seek stockholder approval for the exercise in full of 2,790,340 Inducement Warrants. These warrants, issued on October 29, 2025, have an exercise price of $2.86 per share, reduced from an initial $3.75 per share based on the lowest VWAP. The approval is required to comply with Nasdaq Listing Rule 5635(d), as the transaction involves issuing more than 20% of outstanding common stock at a price less than the 'Minimum Price' and no cash consideration was paid for the warrants themselves. The Board of Directors unanimously recommends a 'FOR' vote, emphasizing that failure to approve will result in substantial recurring costs for the company, including legal and proxy material expenses, as additional meetings will be required every 90 days until approval is obtained. Exercise of these warrants will dilute existing stockholders' ownership and could negatively impact the market price of CELZ common stock.

Why It Matters

This vote is critical for CELZ investors as approval will lead to significant dilution, with 2,790,340 new shares potentially entering the market, impacting per-share value and potentially depressing the stock price. For the company, securing approval avoids recurring costs associated with holding mandatory special meetings every 90 days, which could drain resources better spent on operations. In a competitive biotech landscape, efficient capital management and maintaining investor confidence are paramount, and repeated shareholder votes on the same issue could signal instability, affecting future fundraising and market perception.

Risk Assessment

Risk Level: medium — The risk level is medium because while the company faces 'substantial costs' for repeated meetings if the proposal fails, approval will lead to significant dilution. The exercise of 2,790,340 Inducement Warrants will dilute existing stockholders' ownership and the subsequent sale of these shares could 'adversely affect the market price' of CELZ Common Stock.

Analyst Insight

Investors should carefully weigh the immediate dilution risk against the long-term financial drain of repeated special meetings. A 'FOR' vote, while dilutive, prevents ongoing operational costs. Consider the potential impact on CELZ's stock price post-dilution and adjust your position accordingly.

Key Numbers

• 2,790,340 — Shares underlying Inducement Warrants (Amount of shares requiring stockholder approval for exercise)
• $2.86 — Exercise price per share of Inducement Warrants (Current exercise price, reduced from $3.75)
• October 29, 2025 — Date Inducement Warrants were issued (Also the record date for the Special Meeting)
• December 26, 2025 — Date of Special Meeting of Stockholders (Meeting to vote on warrant exercise approval)
• 2,850,532 — Shares of Common Stock outstanding (As of the record date, October 29, 2025)
• 90 days — Frequency of additional meetings (Required if stockholder approval is not obtained)
• $8,000 — Fee for proxy solicitation firm (Paid to Okapi Partners LLC for services)
• 1,116,136 — Shares underlying Existing Warrants (Exercised on October 29, 2025, in exchange for Inducement Warrants)
• $3.75 — Original exercise price of Existing Warrants (Also the initial exercise price of Inducement Warrants before reduction)
• 5 years — Exercisability period of Inducement Warrants (Following stockholder approval)

Key Players & Entities

• CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. (company) — Registrant and Company referred to as CELZ
• Nasdaq Listing Rule 5635(d) (regulator) — Rule requiring stockholder approval for warrant exercise
• Timothy Warbington (person) — Chief Executive Officer of CELZ
• Okapi Partners LLC (company) — Proxy solicitation firm retained by CELZ
• Donald Dickerson (person) — Officer and Director of CELZ
• Michael H. Finger (person) — Officer and Director of CELZ
• Susan Snow (person) — Officer and Director of CELZ
• Bruce S. Urdang (person) — Officer and Director of CELZ
• vStock Transfer, LLC (company) — Transfer agent for CELZ

FAQ

Risk Factors

• Nasdaq Listing Rule Compliance [high — regulatory]: The company requires stockholder approval to exercise Inducement Warrants for 2,790,340 shares because the exercise price of $2.86 is less than the 'Minimum Price' and the issuance exceeds 20% of outstanding common stock. Failure to obtain approval necessitates recurring 90-day meetings, incurring substantial legal and proxy costs.
• Stock Dilution and Price Impact [medium — market]: The exercise of 2,790,340 Inducement Warrants will dilute existing stockholders' ownership. This dilution, coupled with the issuance of shares at a reduced price, could negatively impact the market price of CELZ common stock.
• Warrant Exercise Costs [low — financial]: While the exercise price is $2.86 per share, the company is incurring costs related to the solicitation of stockholder approval for the Inducement Warrants, including an $8,000 fee for a proxy solicitation firm (Okapi Partners LLC).

Industry Context

Creative Medical Technology Holdings, Inc. operates in the biotechnology and medical technology sector, a field characterized by rapid innovation, significant research and development costs, and stringent regulatory oversight. Companies in this space often rely on equity financing and strategic partnerships to fund operations and bring products to market. The competitive landscape includes both established players and emerging startups, with success often hinging on intellectual property, clinical trial outcomes, and market adoption.

Regulatory Implications

The company faces regulatory scrutiny primarily from Nasdaq concerning its equity issuance practices. Compliance with Listing Rule 5635(d) is critical to avoid delisting or other penalties. The need for repeated shareholder meetings if approval is not obtained highlights the financial and administrative burden of non-compliance.

What Investors Should Do

1. Vote FOR the approval of the exercise in full of the Inducement Warrants to avoid recurring costs and potential Nasdaq compliance issues.
2. Review the potential dilution from the exercise of 2,790,340 shares and assess its impact on your investment before voting.
3. Consider the Board's recommendation, as they unanimously support the 'FOR' vote, citing substantial recurring costs if approval is not granted.

Key Dates

• 2025-10-29: Inducement Warrants Issued — These warrants require stockholder approval for exercise. Also serves as the record date for the Special Meeting.
• 2025-11-14: Notice of Internet Availability of Proxy Materials Mailed — Informs stockholders about the upcoming Special Meeting and how to access proxy materials.
• 2025-12-26: Special Meeting of Stockholders — Stockholders will vote on the approval of the exercise of Inducement Warrants.

Glossary

Inducement Warrants

Warrants issued to a party as an incentive, often in connection with a transaction, where the issuance itself may not have involved direct cash payment for the warrants. (These are the specific warrants requiring stockholder approval for exercise due to their terms and the Nasdaq listing rules.)

VWAP

Volume Weighted Average Price, a trading benchmark representing the average price a security has traded at throughout the day, based on both volume and price. (The exercise price of the Inducement Warrants was reduced based on the lowest VWAP, impacting the approval threshold under Nasdaq rules.)

Nasdaq Listing Rule 5635(d)

A rule requiring stockholder approval for certain equity issuances, particularly when the issuance price is below the Minimum Price (often the lower of the offering price or average market price) and the number of shares issued exceeds 20% of outstanding common stock. (This rule necessitates the current stockholder vote for the Inducement Warrants.)

Minimum Price

A threshold price set by Nasdaq rules, below which equity issuances typically require stockholder approval. (The exercise price of the Inducement Warrants is below this threshold, triggering the need for shareholder approval.)

DEF 14A

A proxy statement filed with the SEC by publicly traded companies to solicit shareholder votes for matters to be presented at a shareholder meeting. (This document contains the details and rationale for the proposed vote on the Inducement Warrants.)

Dilution

The reduction in the value of existing shareholders' equity resulting from the issuance of new shares. (The exercise of the Inducement Warrants will cause dilution to current shareholders.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting, not an annual report, and therefore does not provide comparative financial data from a previous year. The focus is on a specific corporate action: seeking approval for the exercise of Inducement Warrants issued on October 29, 2025. Key metrics like revenue, net income, and margins are not presented in this document.

Key Financial Figures

• $8,000 — n firm, to solicit proxies for a fee of $8,000 plus a reasonable amount to cover out-o
• $2.86 — hares of our Common Stock at a price of $2.86 per share (the "Inducement Warrants") t
• $3.75 — ants at their current exercise price of $3.75 per share, in exchange for our agreemen

Filing Documents

• celz_def14a.htm (DEF 14A) — 95KB
• celz_def14aimg4.jpg (GRAPHIC) — 9KB
• celz_def14aimg5.jpg (GRAPHIC) — 8KB
• celz_def14aimg6.jpg (GRAPHIC) — 6KB
• celz_def14aimg7.jpg (GRAPHIC) — 131KB
• celz_def14aimg8.jpg (GRAPHIC) — 168KB
• 0001477932-25-008184.txt ( ) — 539KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 7 OTHER MATTERS 8 PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS To Be Held at 9:00 a.m. Pacific Standard Time on December 26, 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 a special meeting of stockholders of Creative Medical Technology Holdings, Inc., a Nevada corporation, and any postponements, adjournments or continuations thereof (the "Special Meeting"). The Special Meeting will be held on December 26, 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 is first being mailed on or about November 14, 2025 to all stockholders entitled to vote at the Special 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 SPECIAL MEETING Q: Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials? A: In accordance with the rules of the Securities and Exchange Commission ("SEC"), we have elected to furnish our proxy materials, including this Proxy Statement, primarily via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about November 14, 2025 to all stockholders entitled to vote at the Special Meeting. Stockholders may request

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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 October 29, 2025, based on 2,850,930 shares of Common Stock outstanding as of such date, by: 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. 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. 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 Officers and Directors Timothy Warbington 40,762 (2) 1.4 % Donald Dickerson 8,341 (3) * Michael H. Finger 351 * Susan Snow -0- * Bruce S. Urdang -0- * All Directors and Executive Officers as a Group (5 Persons) 49,454 (4) 1.7 % 5% Holders N/A * Less than one percent. (1) Unless

View Full Filing

View this DEF 14A filing on SEC EDGAR