UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~June 2630, ~~2025~~2026

Creative Medical Technology Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-53500	87-0622284
(State or other jurisdiction	(Commission	(I.R.S. Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
of incorporation)	File Number)	Identification Number)

211 E Osborn Road, Phoenix, AZ 85012

(Address of principal executive offices)

(480) 399-2822

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

CELZ

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On ~~December~~June 2630, ~~2025~~2026, ~~the~~Creative ~~Company~~Medical ~~held~~Technology aHoldings, ~~Special~~Inc. ~~Meeting of Stockholders~~ (the “~~Special Meeting~~Company”) toentered ~~consider~~into ~~and~~warrant ~~vote~~exercise oninducement aoffer ~~proposal~~letters to(the ~~approve~~“Inducement Letters”) with the ~~exercise~~holders in(the ~~full~~“Holders”) of warrants to purchase an aggregate of 2,790,340 shares of the Company’s common stock ~~(the~~originally ~~“Warrants”),~~ issued ~~by the Company~~ on October 29, 2025 (collectively, the “~~Proposal~~Existing Warrants”)., ~~The~~pursuant ~~Proposal~~to iswhich ~~described~~the inHolders ~~more~~agreed ~~detail~~to inexercise the ~~definitive~~Existing ~~proxy~~Warrants ~~statement~~at an exercise price of $1.60 per share, in exchange for the ~~Special~~Company’s ~~Meeting~~agreement ~~filed~~to ~~with~~reduce the ~~Securities~~exercise ~~and~~price ~~Exchange~~of ~~Commission~~the onExisting ~~November~~Warrants ~~13,~~from ~~2025~~$2.86 ~~Stockholders~~per ~~holding~~share, and to issue the Holders new warrants to purchase an aggregate of 15,~~037~~580,~~465~~680 shares of ~~common~~Common ~~stock,~~Stock ~~representing~~at ~~36.4%~~an ofexercise ~~the~~price ~~outstanding shares~~ of ~~the~~$1.60 ~~Company’s~~per ~~common~~share ~~stock~~(the as“Inducement ofWarrants”). ~~the~~The ~~record~~aggregate ~~date,~~gross ~~and~~proceeds ~~which~~from ~~constituted~~the aexercise ~~quorum,~~of ~~were~~the ~~present~~Existing inWarrants ~~person~~was orapproximately ~~represented~~$4.5 bymillion, ~~proxy~~before atdeducting ~~the~~financial ~~Special~~advisory ~~Meeting~~fees. The ~~results~~net ofproceeds ~~the~~received ~~voting~~by ~~for~~ the ~~Proposal,~~Company ~~which~~will ~~was~~be ~~approved~~used atfor ~~the~~working ~~Special~~capital ~~Meeting,~~and ~~are~~general ~~presented~~corporate ~~below~~purposes.

For	Against	Abstain	Broker Non-Votes
618,178(1)	183,985	235,381(1)	N/A

The shares of common stock issuable upon exercise of the Existing Warrants are registered for issuance pursuant to a registration statement on Form S-3 (File No. 333-291713), which was declared effective by the Securities and Exchange Commission (the “SEC”) on December 12, 2025.

In consideration for the cash exercise of the Existing Warrants, the Holders were issued the Inducement Warrants in a private placement pursuant to Section 4(1a)(2) Inof ~~accordance~~the ~~with~~Securities ~~Nasdaq~~Act ~~Listing~~of ~~Rules~~1933, ~~220,500~~as ~~votes~~amended (the “~~For~~Securities Act”). ~~cast~~The byInducement ~~holders~~Warrants will not be exercisable until the Company has obtained stockholder approval for the issuance of the ~~Warrants~~shares ~~have~~of ~~been~~common ~~treated~~stock underlying the Inducement Warrants as ~~“Abstain”~~required ~~votes~~by the applicable rules and regulations of the Nasdaq Stock Market, and will then be exercisable for a period of five years following the date the Company obtains such stockholder approval.

The Inducement Warrants and the shares of common stock underlying the Inducement Warrants offered in the private placement have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. As part of the transaction, the Company has agreed to file a resale registration statement on Form S-3 with the SEC within thirty days of the closing to register the resale of the shares of common stock issuable upon exercise of the Inducement Warrants.

Roth Capital Partners, LLC acted as the Company’s financial advisor in connection with the transactions described above, and will be (i) paid a financial advisory fee equal to 8% of the aggregate gross proceeds received from the Holders’ exercise of the Existing Warrants and (ii) reimbursed an aggregate of $50,000 for its legal expenses.

The foregoing description of the Inducement Letters and the Inducement Warrants does not purport to be complete, and is qualified in its entirety by reference to the full text of the forms thereof, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 1, 2026, the Compensation Committee of the Company’s Board of Directors approved the payment of a bonus to Timothy Warbington, the Company’s Chief Executive Officer, in the amount of $100,000.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

4.1	Form of Inducement Warrant
10.1	Form of Inducement Letter
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Creative Medical Technology Holdings, Inc.
Date: December 31, 2025	By:	/s/ Timothy Warbington
Date: July 2, 2026	By:	/s/ Timothy Warbington
		Timothy Warbington, Chief Executive Officer

Filing Compare · CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.