CELZ 10% Owner Timothy Warbington Receives 1,000,000 Shares

What Happened

• Timothy Warbington, a 10% owner of Creative Medical Technology Holdings, Inc. (CELZ), acquired beneficial ownership of 1,000,000 shares of CELZ common stock on 2026-09-24. The shares were issued to Creative Acquisition Corp. (CAC), an entity Warbington wholly owns, as part of a Stock Purchase Agreement (SPA) — the shares were issued as non‑cash consideration (price: N/A). The issuance related to CELZ’s purchase of 4,000,000 shares of BioDefense, Inc.; CELZ paid $200,000 cash plus 1,000,000 CELZ shares. After the transaction Warbington beneficially owns the shares held directly and through entities he controls.

Key Details

• Transaction date: 2026-09-24; Form 4 filed 2026-09-25 (timely).
• Transaction type/code: A — Grant, award or other acquisition.
• Shares acquired: 1,000,000 CELZ common shares; price N/A (non‑cash issuance).
• Shares beneficially owned after transaction: 1,034,904 total (12,209 directly, 1,000,000 held by CAC, 22,695 held by Creative Medical Health, Inc. (CMH)).
• Notable footnotes: Shares were issued to CAC under an SPA; after the SPA CELZ owns 80% (16,000,000) of BioDefense and CAC owns 20% (4,000,000). Warbington is Chairman & CEO of CAC and beneficially owns CAC’s shares; he is also President and principal owner of CMH and beneficially owns those shares.
• No indications of option exercise, tax withholding, 10b5‑1 plan, or sale accompanying the acquisition.

Context

• This was a non‑cash corporate transaction (issuance of shares as deal consideration) to an entity Warbington controls, not an open‑market purchase by the insider personally. Such issuances are different from routine insider buys/sells and reflect deal structuring rather than direct personal investment. Because no cash price is reported, dollar value assigned to the 1,000,000 shares is not provided in the filing.