BioStem Technologies Announces $3M Private Placement; $10M Payment Pending

What Happened

• On September 29–30, 2026, BioStem Technologies, Inc. announced a private placement that closed on September 30, 2026, issuing 735,296 shares of common stock at $4.08 per share for aggregate gross proceeds of approximately $3.0 million. The offering included Series A and Series B warrants to purchase up to 735,296 shares each (exercise price $3.83 per share); Series A warrants expire five years, Series B warrants expire 24 months, and all Common Warrants are exercisable immediately. H.C. Wainwright & Co. acted as placement agent, receiving warrants to purchase 18,382 shares (exercise price $6.12) and a cash fee equal to 7.0% of gross proceeds.
• Separately, the company disclosed that a $10.0 million contingent payment (due under an asset purchase agreement for BioTissue’s surgical and wound care business) tied to BioTissue’s June 2026 510(k) clearance of Catalyze was not paid by its September 15, 2026 due date; BioStem is in ongoing discussions with BioTissue about timing and terms.

Key Details

• Shares sold: 735,296 common shares at $4.08 per share; gross proceeds ≈ $3.0M (before fees/expenses).
• Warrants: Series A (5-year) and Series B (24-month) for up to 735,296 shares each; common warrant exercise price $3.83; placement agent warrants: 18,382 shares at $6.12.
• Placement agent: H.C. Wainwright & Co.; cash fee = 7.0% of gross proceeds plus expense reimbursement.
• Registration rights: Company agreed to file a resale registration statement within 30 days and use reasonable best efforts to have it declared effective by 45 days (or up to 75 days if the SEC conducts a full review).
• Contingent acquisition payment: $10.0M tied to Catalyze 510(k) clearance (received June 2026) was due Sept 15, 2026 and remains unpaid; discussions with BioTissue are ongoing.

Why It Matters

• The private placement provides near-term capital (≈ $3.0M) for working capital and general corporate purposes but dilutes existing shareholders and creates potential further dilution if warrants are exercised. Placement agent fees and issued agent warrants add additional cost/dilution.
• The outstanding $10.0M contingent payment is a material cash obligation tied to a prior acquisition; its nonpayment and ongoing negotiations could affect BioStem’s liquidity and cash planning until resolved. The registration rights mean investors in the placement should be able to resell their shares and warrant shares once the registration statement is declared effective.