CELZ 8-K
Creative Medical Technology Holdings, Inc. (CELZ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 3.03 Material Modification to Rights of Security Holders.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Following the approval of the Board of Directors of Creative Medical Technology Holdings, Inc., a Nevada corporation (the “Company”), the Company is effecting a reverse stock split of its common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-10 (the “Reverse Stock Split”). The Reverse Stock Split will be effected pursuant to a Certificate of Change Pursuant to NRS 78.209 (the “Certificate”) that was filed with the Secretary of State of the State of Nevada on June 1, 2023. In addition to effecting the Reverse Stock Split, the filing of the Certificate reduces the authorized number of shares of the Company’s Common Stock from 50 million to five million. A copy of the Certificate has been filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split will become effective on The Nasdaq Capital Market at the open of business on June 12, 2023 (the “Effective Date”), whereupon the shares of Common Stock will begin trading on a split-adjusted basis. In connection with the Reverse Stock Split, the CUSIP number for the Company’s Common Stock will change to 22529Y 408.
Split Adjustment; No Fractional Shares. As a result of the Reverse Stock Split, the total number of shares of the Company’s Common Stock held by each stockholder will be converted automatically into the number of whole shares of Common Stock equal to (i) the number of shares of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 10, rounded up (if applicable) to the next whole number. No fractional shares will be issued, and no cash or other consideration will be paid in connection with the Reverse Stock Split. Instead, the Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.
Certificates. Stockholders who hold their shares in electronic form do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their accounts. Stockholders holding paper certificates may (but are not required to) send their certificates to the Company’s transfer agent at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the Reverse Stock Split to each requesting stockholder.
vStock Transfer, LLC
18 Lafayette Place
Woodmere, NY 11598
Phone: (212) 828-8436
Facsimile: (646) 536-3179
Immediately after the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain unchanged except for minor adjustments that may result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of Common Stock will be unaffected by the Reverse Stock Split.
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Item 8.01 Other Events.
On June 9, 2023, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Certificate of Change Pursuant to NRS 78.209, as filed with the Secretary of State of the State of Nevada on June 1, 2023 | |
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| Press Release dated June 9, 2023. | |
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104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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. |
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Date: June 9, 2023 | By: | /s/ Timothy Warbington |
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| Timothy Warbington, Chief Executive Officer |
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EXHIBIT 3.1
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| FRANCISCO V. AGUILAR Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov |
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Certificate of Change Pursuant to NRS 78.209
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TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT
| INSTRUCTIONS: 1. Enter the current name as on file with the Nevada Secretary of State and enter the Entity or Nevada Business Identification Number (NVID). 2. Indicate the current number of authorized shares and par value, if any, and each class or series before the change. 3. Indicate the number of authorized shares and par value, if any of each class or series after the change. 4. Indicate the change of the affected class or series of issued, if any, shares after the change in exchange for each issued share of the same class or series. 5. Indicate provisions, if any, regarding fractional shares that are affected by the change. 6. NRS required statement. 7. This section is optional. If an effective date and time is indicated the date must not be more than 90 days after the date on which the certificate is filed. 8. Must be signed by an Officer. Form will be returned if unsigned. | |
| 1. Entity Information: | Name of entity as on file with the Nevada Secretary of State:
Entity or Nevada Business Identification Number (NVID): |
| 2. Current Authorized Shares: | The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change: 50,000,000 shares of Common Stock, par value $0.001 10,000,000 shares of Preferred Stock, par value $0.001 |
| 3. Authorized Shares After Change: | The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change: 5,000,000 shares of Common Stock, par value $0.001 10,000,000 shares of Preferred Stock, par value $0.001 |
| 4. Issuance: | The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series: To effect a 1-for-10 reverse split of the Common Stock only, one share of Common Stock will be issued for each 10 shares issued prior to the change |
| 5. Provisions: | The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby: No fractional shares will be issued; fractional shares that would have resulted from the split will be rounded up to the next whole number |
| 6. Provisions: | The required approval of the stockholders has been obtained. |
| 7. Effective date and time: (Optional) | (must not be later than 90 days after the certificate is filed) |
| 8. Signature: (Required) |
Signature of Officer Title Date |
This form must be accompanied by appropriate fees.
If necessary, additional pages may be attached to this form.
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Revised: 12/15/2022
EXHIBIT 99.1
Creative Medical Technology Holdings Announces Reverse Stock Split
Phoenix, AZ - June 9, 2023 - Creative Medical Technology Holdings, Inc. (“Creative Medical Technology” or the “Company”) (NASDAQ: CELZ), a biotechnology company focused on a regenerative approach to immunotherapy, endocrinology, urology, gynecology, and orthopedics, today announced that the company’s Board of Directors has approved a reverse stock split of its shares of common stock at a ratio of 1 for 10 (the “Reverse Stock Split”). The Reverse Stock Split will become effective at 9:00 a.m. Eastern time on June 12, 2023, and the Company’s common stock will open for trading on The Nasdaq Capital Market on a post-split basis on June 12, 2023 under the Company’s existing trading symbol “CELZ”. At such time, the Company’s common stock will also commence trading under new CUSIP number 22529Y 408.
We expect that the Reverse Stock Split will increase the market price per share of the Company’s common stock, bringing the Company into compliance with the $1.00 minimum bid price requirement for maintaining its listing on The Nasdaq Capital Market.
At the effective time of the Reverse Stock Split, every ten (10) shares of the Company’s common stock issued and outstanding will be combined into one (1) share of common stock issued and outstanding, with no change to the par value of $0.001 per share. This will reduce the Company’s outstanding common stock from approximately 14.1 million shares to approximately 1.4 million shares. The Reverse Stock Split will also reduce the authorized number of shares of the Company’s common stock from 50 million to 5 million. Fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share, and all currently issued shares of common stock held by a shareholder shall be aggregated for the purpose of determining whether the Reverse Stock Split would result in the issuance of a fractional share. The Reverse Stock Split will also result in an adjustment to the number of shares of common stock issuable upon exercise of the Company’s outstanding equity awards and warrants and a corresponding adjustment to the exercise prices of such securities.
Stockholders who hold their shares in electronic form do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their accounts. Stockholders holding paper certificates may (but are not required to) send their certificates to the Company’s transfer agent, VStock Transfer LLC if they would like to exchange their certificate for a new certificate representing the post-split share amount.
About Creative Medical Technology Holdings
Creative Medical Technology Holdings, Inc. is a biotechnology company dedicated to the advancement of identifying and translating novel biological therapeutics in the fields of immunotherapy, endocrinology, urology, gynecology, and orthopedics and is traded on NASDAQ under the ticker symbol CELZ. For further information about the Company, please visit www.creativemedicaltechnology.com.
Forward Looking Statements
This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming clinical trials and laboratory results, marketing efforts, funding, etc. Forward-looking statements address future events and conditions and, therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. See the periodic and other reports filed by Creative Medical Technology Holdings, Inc. with the Securities and Exchange Commission and available on the Commission’s website at www.sec.gov.
| Company Contact Creative Medical Technology |
| Investor Relations Devin Sullivan, Managing Director The Equity Group Inc. |