$CELZ·8-K

CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. · Jul 2, 4:15 PM ET

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CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. 8-K

Research Summary

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Creative Medical Technology Reports Warrant Financing and CEO Bonus

What Happened
Creative Medical Technology Holdings, Inc. announced on June 30, 2026 that holders of existing warrants agreed to cash‑exercise 2,790,340 warrants at $1.60 per share, producing aggregate gross proceeds of approximately $4.5 million (before fees). In return, the company reduced the original $2.86 exercise price to $1.60 and issued the holders new “inducement” warrants to purchase an additional 5,580,680 shares at $1.60 per share. The inducement warrants were issued in a private placement and will not be exercisable until the company obtains the stockholder approval required by Nasdaq; once approved they will be exercisable for five years. Separately, on July 1, 2026 the Compensation Committee approved a $100,000 bonus to CEO Timothy Warbington.

Key Details

  • Existing warrants exercised: 2,790,340 shares at $1.60; aggregate gross proceeds ≈ $4.5 million (before advisory fees).
  • New inducement warrants: cover 5,580,680 shares at $1.60; not exercisable until shareholder approval; five‑year exercise window after approval.
  • Fees and expenses: Roth Capital Partners acted as financial advisor and will receive an 8% fee on gross proceeds and reimbursement of $50,000 of legal expenses.
  • Registration: shares issuable on exercise of the existing warrants are registered (Form S‑3, effective Dec 12, 2025); the company agreed to file a resale registration for shares underlying the inducement warrants within 30 days.

Why It Matters
The transaction provides Creative Medical with an immediate cash infusion (roughly $4.5M gross) to fund working capital and general corporate purposes, but also creates potential future dilution: if all inducement warrants are exercised, up to a total of 8,371,020 shares could be issued (existing exercised shares plus inducement warrants). The inducement warrants’ lower $1.60 exercise price (vs. the prior $2.86) reduces per‑share proceeds and the advisers’ fees will reduce net cash received. Because the inducement warrants are blocked from exercise until shareholder approval and require a registration filing for resale, the timing of any dilution depends on future corporate approvals and SEC filings.

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