BioStem Technologies Enters $40M Common Stock Purchase Agreement with Roth

What Happened
On September 18, 2026 BioStem Technologies, Inc. announced it entered into a Common Stock Purchase Agreement and a Registration Rights Agreement with Roth Principal Investments, LLC. Under the agreement the company may, at its option, sell up to $40,000,000 of common stock to Roth over a period of up to 36 months after the agreement’s Commencement (which requires an effective registration statement). The company agreed to register up to 12,050,000 shares for resale by Roth. Sales are at BioStem’s direction (no obligation to sell) and will be priced by reference to VWAP with specified discounts and a minimum threshold price condition.

Key Details

• Commitment: up to $40,000,000 of common stock; up to 12,050,000 shares to be registered for resale.
• Nasdaq issuance cap: Company may not issue more than 3,585,375 shares to Roth (19.99% of outstanding) unless stockholder approval is obtained or the average price paid equals or exceeds $4.3056; Roth (and affiliates) may not beneficially own >4.99%.
• Pricing & conditions: Purchases are VWAP‑based — Market Open/Intraday purchases at VWAP minus 3%, Pre/Post‑Market at VWAP minus 5% — and only allowed if prior trading‑day close ≥ $1.00. Company controls timing; Roth purchases only when directed.
• Fees & expenses: Company paid a $400,000 cash commitment fee (1% of $40M) payable from initial proceeds at a 10% participation rate; reimbursements include $75,000 for Roth’s legal fees, up to $7,500 per quarter for bring‑downs, and $50,000 to Compass Point as the required qualified independent underwriter.

Why It Matters
This agreement gives BioStem a flexible on‑demand equity financing source of up to $40M that the company can tap at its discretion, which can be used for working capital and general corporate purposes. Because BioStem controls timing and is not required to sell, the company can choose to access capital opportunistically; however, sales would dilute existing shareholders and are subject to Nasdaq limits unless waived. The registration of shares enables resale by Roth, and fees and reimbursements (including the $400k commitment fee) will reduce net proceeds. Investors should note the VWAP‑based pricing, the $1.00 threshold for purchases, and the ownership limits that constrain how many shares Roth may acquire without shareholder approval.