CELZ 10-K/A
Creative Medical Technology Holdings, Inc. (CELZ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No.1
(Mark One)
For the fiscal year ended
For the transition period from __________ to __________
Commission File Number:
(Exact name of Registrant as specified in its charter) |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
Issuer’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
|
| The |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
|
| 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
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
As of June 30, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates was $
As of March 20, 2026, there were
DOCUMENTS INCORPORATED BY REFERENCE
None
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The following table sets forth information concerning our directors and executive officers:
Name |
| Position |
| Age |
Timothy Warbington |
| President, Chief Executive Officer and Director |
| 64 |
Donald Dickerson |
| Chief Financial Officer & Senior Vice-President and Director |
| 61 |
Michael H. Finger (1)(2)(3) |
| Director |
| 79 |
Susan H. Snow (1)(2)(3) |
| Director |
| 68 |
Bruce S. Urdang (1)(2)(3) |
| Director |
| 67 |
(1) Member of the audit committee.
(2) Member of the corporate governance and nominating committee.
(3) Member of the compensation committee.
Timothy Warbington. Mr. Warbington has served as our director and as Chief Executive Officer since February 2016 and has served as a director, Chief Executive Officer and President of Creative Medical Holdings, Inc. (“CMH”) since October 2011. He has over three decades of executive level management experience. From 1993 through 2007 he owned and operated a multi-million dollar national agricultural (produce) and finance company. Prior to that, he served as chief operating officer of the U.S. subsidiary of a British firm engaged in the international food trade. Mr. Warbington is an investor in the biotechnology industry, building trade contacts and an internationally regarded team of scientists, physicians, institutional investors, investment bankers and healthcare executives that he has assembled over many years. Mr. Warbington received a Bachelor’s Degree in Accounting from Arizona State University in 1984.
Mr. Warbington’s experience as an executive, and in particular with respect to biotechnology companies, well qualify him to serve as one of our directors.
Donald Dickerson. Mr. Dickerson has served as our director and as Chief Financial Officer and Senior Vice-President since February 2016, and has served as a director and as Vice President and Chief Operating Officer of CMH since June 2014. His career encompasses an array of banking, technology, manufacturing, defense and health sciences industry sectors. His management, accounting and financial experience includes service as vice president (finance) for JP Morgan Chase (October 2003 until February 2009), director (finance and operations) for GMT Ventures (March 2009 until May 2014) and chief financial officer of Medistem, Inc., a developer of adult stem therapies (June 2011 until May 2014). Mr. Dickerson received his Master of Business Administration in Finance from the University of Southern California in 1992.
Mr. Dickerson’s experience as an executive, and in particular with respect to public companies, well qualify him to serve as one of our directors.
Michael H. Finger. Mr. Finger has served as a director of ours since December 2021. Mr. Finger is a licensed realtor and the manager and principal member of Alternative Sales Source, LLC, a real estate consulting firm that he founded in 2017. Prior to launching Alternative Sales Source, LLC, Mr. Finger was active as the founder and principal shareholder of Hyland Bay Systems beginning in 2002, for which he also served as chief financial officer, and a related company Hyland Bay Realty, founded in 2008, both of which he sold in 2016. Mr. Finger founded and operated Cardinal Financial Services, Inc., a national commercial real estate mortgage brokerage firm, underwriting properties, performing portfolio analyses and sensitivity studies across the United States, as well as connecting buyers, sellers and investors, until Cardinal’s sale in 2007. Mr. Finger received his MBA in finance from Columbia University in New York and holds a B.A. in biology from Boston University.
Mr. Finger’s business and financial experience and expertise well qualify him to serve as one of our directors.
Susan H. Snow. Ms. Snow has served as a director of ours since December 2021. From January 2018 until January 2022, Ms. Snow served as Senior VP, Operations at Redhorse, a consulting firm specializing in contracts and relationships with U.S. governmental agencies, where she led human resources, talent acquisition, IT administration, finance & accounting, and contracting operations. Previously, from May 2009 until January 2018, she was a principal at Transitional Finance Partners Ms. Snow has also served as a director of publicly traded NeoVolta Inc. (Nasdaq: NEOV) since July 2022. She began her professional career and earned her CPA while at KPMG, where she spent 4 years before leaving to take a Chief Financial Officer role in private industry. Ms. Snow holds an MS degree from Northeastern.
Ms. Snow’s financial and corporate experience and expertise well qualify her to serve as one of our directors.
Bruce S. Urdang. Mr. Urdang has served as a director of ours since December 2021, and has been a licensed attorney, in private practice since 1984, having represented clients in real estate and business transactions, and commercial litigation and transactions, at the Law Offices of Bruce S. Urdang, J.D. Mr. Urdang has also been a professor at Northern Arizona University’s School of Hotel and Restaurant Management, a position he held since 1989. Mr. Urdang received his J.D. from St. John’s School of Law and holds a B.A. in political science from the State University of New York, Oneonta.
Mr. Urdang’s legal and business experience and expertise well qualify him to serve as one of our directors.
| 2 |
Each executive officer serves at the discretion of our Board of Directors and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. Except as set forth above, there are no family relationships among any of our directors or executive officers.
Audit Committee
We have an audit committee comprised of Susan Snow, Bruce Urdang and Michael Finger. Susan Snow serves as the chairperson of our audit committee. Our Board has determined that each member of our audit committee meets the requirements for independence and financial literacy under the applicable rules and regulations of the SEC and the listing standards of Nasdaq. Our Board has also determined that Susan Snow is an “audit committee financial expert” as defined in the rules of the SEC and has the requisite financial sophistication as defined under the listing standards of Nasdaq. The responsibilities of our audit committee include, among other things:
| · | selecting and hiring the independent registered public accounting firm to audit our financial statements; |
| · | overseeing the performance of the independent registered public accounting firm and taking those actions as it deems necessary to satisfy itself that the accountants are independent of management; |
| · | reviewing financial statements and discussing with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews, and the reports and certifications regarding internal control over financial reporting and disclosure controls; |
| · | preparing the audit committee report that the SEC requires to be included in our annual proxy statement; |
| · | reviewing the adequacy and effectiveness of our internal controls and disclosure controls and procedures; |
| · | overseeing our policies on risk assessment and risk management; |
| · | reviewing related party transactions; and |
| · | approving or, as required, pre-approving, all audit and all permissible non-audit services and fees to be performed by the independent registered public accounting firm. |
Our audit committee operates under a written charter which satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq, and is available on our website at www.creativemedicaltechnology.com.
Code of Ethics
The Board adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and agents and representatives, including consultants. A copy of the code of ethics and conduct is be available on our website at www.creativemedicaltechnology.com. We intend to disclose future amendments to such code, or any waivers of its requirements, applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions or our directors on our website identified above.
Insider Trading Policy
The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees . A copy of our insider trading policy has been filed as Exhibit 19.1 to this Annual Report on Form 10-K/A.
Delinquent Section 16(a) Reports
The were no persons who, at any time during the fiscal year ended December 31, 2025, was a director, executive officer, or beneficial owner of more than 10% of our common stock that failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during the most recent fiscal year.
| 3 |
Item 11. Executive Compensation
The following table contains information concerning the compensation paid during our fiscal years ended December 31, 2025 and 2024 to Timothy Warbington, our Chief Executive Officer, and Donald Dickerson, our Chief Financial Officer, who served as our only executive officers during 2025 and 2024 (collectively, our “Named Executive Officers”).
SUMMARY COMPENSATION TABLE
Name & Principal Position |
| Year |
| Salary ($) |
|
| Bonus ($) |
| All Other Compensation ($) (1) |
|
| Total ($) |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Timothy Warbington |
| 2025 |
|
| 339,720 |
|
| [170,000] |
| [223,000] |
|
|
| 732,720 |
| |
Chief Executive Officer |
| 2024 |
|
| 339,000 |
|
| -0- |
|
| 247,500 |
|
|
| 587,220 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald Dickerson |
| 2025 |
|
| 300,000 |
|
| [55,000] |
|
| 205,000 |
|
|
| 560,000 |
|
Chief Financial Officer |
| 2024 |
|
| 300,000 |
|
| -0- |
|
| 225,000 |
|
|
| 525,000 |
|
Outstanding Equity Awards at Fiscal Year End
As of December 31, 2025, our Named Executive Officers had outstanding unexercised options as set forth below. Our named Executive Officers did not have any unvested stock awards outstanding at December 31, 2025.
Name |
| Number of securities underlying unexercised options (#) exercisable |
|
| Number of securities underlying unexercised options (#) unexercisable |
| Option Exercise Price ($) |
|
| Option Expiration Date ($) | |||
|
|
|
|
|
|
|
|
|
|
| |||
Timothy Warbington (1) |
|
| 5,858 |
|
| -0- |
|
| 16.90 |
|
| February 9, 2032 | |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Donald Dickerson (1) |
|
| 5,324 |
|
| -0- |
|
| 16.90 |
|
| February 9, 2032 | |
(2) |
|
| 1,000 |
|
| -0- |
|
| 150.00 |
|
| July 15, 2031 | |
(2) |
|
| 2,000 |
|
| -0- |
|
| 20.00 |
|
| December 28, 2030 | |
| (1) | These options vested 25% on the date of grant and vested 25% on each of the next three anniversaries of the date of grant. |
|
|
|
| (2) | These are warrants that were fully vested upon issuance. |
Employment Agreements
On February 9, 2022, we entered into written Employments Agreements with our Named Executive Officer, Timothy Warbington and Donald Dickerson, the Company’s Chief Financial Officer. The Employment Agreements are identical in all material respects other than with respect to base salary, which is currently $[339,720] per annum for Mr. Warbington, and $300,000 per annum for Mr. Dickerson.
| 4 |
Additional terms of the Employment Agreements include the following:
· | Each Employment Agreement is for a three-year term, subject to automatic renewal for successive three-year periods unless either party provides notice of non-renewal prior to the then end of the term. | |
· | Each executive is entitled to an annual cash bonus targeted at 30% of his base salary. | |
· | Each executive is entitled to an annual grant of an option to purchase a number of shares of our common stock with a value as of the date of grant of 30% of the executive’s base salary, vesting over a three-year period. The initial stock option grant under each Employment Agreement was made on February 9, 2022. | |
· | In the event of the termination of the executive’s employment by the Company other than for Cause, or by the Executive for Good Reason (as such terms are defined in the Employment Agreements), the executive will be entitled to continued payment of base salary and annual bonuses for two years. |
Compensation of Directors
The following table shows certain information with respect to the compensation of all of our non-employee directors during our year ended December 31, 2025.
Name |
| Fees Earned or Paid in Cash ($) |
|
| Option Awards (1) ($) |
| All other compensation ($) |
| Total ($) |
| ||
Michael Finger |
|
| 80,000 |
|
| -0- |
| -0- |
|
| 80,000 |
|
Susan Snow |
|
| 120,000 |
|
| -0- |
| -0- |
|
| 120,000 |
|
Bruce Urdang |
|
| 100,000 |
|
| -0- |
| -0- |
|
| 100,000 |
|
We have adopted a compensation program for non-employee directors under which each such director is paid an annual retainer of $80,000, plus $20,000 for each committee they chair. We may pay such amounts in a combination of cash and stock.
| 5 |
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 15, 2026, as adjusted to reflect the sale of common stock offered by us in this offering, for:
· | each person, or group of affiliated persons, who we know to beneficially own more than 5% of our common stock; | |
· | each of our named executive officers; | |
· | each of our directors and director nominees; and | |
· | all of our executive officers and directors as a group. |
The percentage of beneficial ownership information shown in the table is based on 3,696,668 shares of common stock currently outstanding.
Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our common stock. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of our common stock issuable pursuant to the exercise of warrants that are either immediately exercisable or exercisable within 60 days of April 15, 2026. These shares are deemed to be outstanding and beneficially owned by the person holding those warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.
Names and Address of Individual or Identity of Group(1) |
|
| Number of Shares Beneficially Owned |
|
| Beneficial Ownership (%) |
| |||
Officers and Directors |
|
|
|
|
|
|
| |||
Timothy Warbington |
|
|
| 40,762 | (2) |
|
| 1.1 | % | |
Donald Dickerson |
|
|
| 8,341 | (3) |
| * |
| ||
Michael H. Finger |
|
|
| 351 |
|
| * |
| ||
Susan Snow |
|
| -0- |
|
| * |
| |||
Bruce S. Urdang |
|
| -0- |
|
| * |
| |||
All Directors and Executive Officers as a Group (5 Persons) |
|
|
| 49,454 | (4) |
|
| 1.3 | % | |
|
|
|
|
|
|
|
|
|
| |
5% Holders |
|
|
|
|
|
|
|
|
| |
N/A |
|
|
|
|
|
|
|
|
| |
* Less than one percent.
(1) | Unless otherwise indicated, the business address of each officer and director of the Company is c/o Creative Medical Technology Holdings, Inc., 211 E. Osborn Road, Phoenix, AZ 85012. |
(2) | Includes 22,695 shares beneficially owned by Creative Medical Health, Inc., of which Mr. Warbington serves as President and Chief Executive Officer, and currently exercisable options to purchase 5,858 shares of Common Stock. |
(3) | Includes currently exercisable warrants to purchase 3,000 shares of Common Stock and currently exercisable options to purchase 5,324 shares of Common Stock. |
(4) | Includes 3,000 shares that may be issued under currently exercisable warrants, and 11,182 shares that may be issued under currently exercisable options. |
| 6 |
Item 13. Certain Relationships and Related Transactions, and Director Independence
The following includes a summary of transactions since January 1, 2024 to which we have been a party in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets as of December 31, 2025 and 2024, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.
StemSpine Patent Purchase
We acquired U.S. Patent No. 9,598,673 covering the use of various stem cells for the treatment of lower back pain from our affiliate CMH pursuant to a Patent Purchase Agreement dated May 17, 2017, which was amended in November 2017. The inventors of the patent were Thomas Ichim, PhD and Amit Patel, MD, former directors of ours, and Annette Marleau, PhD. As amended, the Patent Purchase Agreement includes the following terms:
| · | We were required to pay CMH $100,000 within 30 days of demand as an initial payment. |
| · | Upon the determination to pursue the technology via use of autologous cells, we were required to pay CMH: |
| o | $100,000 upon the signing agreement with a university for the initiation of an IRB clinical trial. |
| o | $200,000, upon completion of the IRB clinical trial. |
| o | $300,000 in the event we commercialize the technology via use of autologous cells by a physician without a clinical trial. |
| 7 |
· | In the event we determine to pursue the technology via use of allogenic cells, we are required to pay CMH: |
| o | $100,000 upon filing an IND with the FDA. |
| o | $200,000 upon dosing of the first patient in a Phase 1-2 clinical trial. |
o | $400,000 upon dosing the first patient in a Phase 3 clinical trial. |
| · | Each payment may be made in cash or shares of our common at a discount of 30% to the recent trading price. |
| · | In the event our shares of common stock trade below $0.01 per share for two or more consecutive trading days, the number of any shares issuable as payment doubles. |
| · | For a period of five years from the date of the first sale of any product derived from the patent, we are required to make royalty payments of 5% from gross sales of products, and 50% of sale price or ongoing payments from third parties for licenses granted under the patent to third parties. |
We paid CMH the $100,000 obligation of the initial payment due under this agreement, by a $50,000 cash payment and the issuance of 6,667 shares of common stock on December 12, 2019. On December 31, 2019, following our announcement with respect to the clinical commercialization of the StemSpine technology, we paid CMH $50,000 of the $300,000 obligation due under this agreement through the issuance of 133 shares of common stock. On September 30, 2020 we paid CMH an additional $40,000 of the $300,000 obligation due under this agreement through the issuance of 84,656 shares of common stock, and in January 2021 we paid CMH an additional $50,000 of the $300,000 obligation due under this agreement through the issuance of 89,286 shares of common stock. The remaining portion of the $300,000 obligation has been paid in cash. In August 2023, we paid CMH $100,000 related to the filing of an IND with the FDA per the terms of the agreement.
Research and Development Purchase
On December 15, 2022, we purchased a set of components referred to as “research tools” for $5,000,000 from Narkeshyo LLC, an entity a former director and current consultant of ours is affiliated with, pursuant to the terms of an Asset Purchase Agreement between the Company and Narkeshyo. Some of the acquired research tools were originally developed by the former director and current consultant. Under the terms of the agreement, we made an initial payment to Narkeshyo in the amount of $2,000,000 upon execution of the agreement, with the remaining amounts to be paid at various times through March 15, 2023, which were made as scheduled. Upon execution of the agreement, we recorded $5,000,000 as research and development expenses.
The vision and pipeline of the Company is based on robust and thorough development of its biological platforms, therapies and products. This acquisition of the research tools aligned with the Company’s priority of advancing and augmenting its suite of cGMP (Current Good Manufacturing Practices) cellular therapy products. The Company believes that the acquired research tools will allow it to protect its intellectual property while complying with regulatory requirements, and accelerate product development. The information contained in the research tools will not only be used to support and fast-track the Company’s regulatory filings (such as IND, NDA, ANDA and export applications), but also, provide clinical and regulatory support to potential partners and collaborators without having to divulge trade secrets and know-how.
A third-party analysis of this acquisition concluded it would accelerate development time by 3-5 years and result in a substantial reduction in the Company’s research and development expenses over the long term.
The purchased tools included (but were not limited to):
| · | Toxicology |
|
|
|
| · | Screening |
|
|
|
| · | Preclinical Testing |
|
|
|
| · | Assays |
|
|
|
| · | Authorization |
|
|
|
| · | Tools of Biological Transaction |
|
|
|
| · | Tools of Intellectual Property |
| 8 |
Bionance Initiative
The Company is the principal member of Bionance LLC, a Nevada limited liability company (“Bionance”), formed for the purpose of making investments in the securities of publicly traded companies (“Investments”). On October 1, 2025, following the approval of the Company’s Board of Directors, the Company and Timothy Warbington, the Company’s Chief Executive Officer, entered into Bionance’s Operating Agreement, pursuant to which, among other things, the Company and Mr. Warbington committed to make up to $500,000 and $100,000 of capital contributions, respectively, to Bionance, to fund Investments. The Managing Member of Bionance, Bionance Management LLC, is owned in equal parts by Mr. Warbington, Donald Dickerson, the Company’s Chief Financial Officer, and Dr. Amit Patel, a consultant to the Company. The Managing Member is entitled to 30% of all distributions made by Bionance after Bionance’s other members have received the return of 100% of their capital contributions to Bionance. Bionance has no members other than the Company, Mr. Warbington and Bionance Management LLC. As of December 31, 2025, Mr. Warbington contributed $10,000 to Bionance.
During the year ended December 31, 2025, Bionance purchased a convertible promissory note (the “Note”) issued by a third party (the “Issuer”). The Note has a face principal amount of $60,000 of which $50,500 were the net proceeds to the third party. This included an original issue discount (“OID”) of $6,000 and other costs of $3,500. The Note was issued on November 10, 2025 and matures 12 months from issuance (November 10, 2026). The Note provides for a 12% interest amount that is earned as of issuance and includes default interest of 16% per annum on amounts past due.
The Note is convertible, at the Company’s option, into shares of the Issuer’s common stock. The conversion price is based on a discount to the Issuer’s trading price, defined as 65% of the lowest traded price during the 10 trading days immediately preceding the conversion date. The Note also includes customary protective provisions and remedies, including (i) penalties for failure to timely deliver conversion shares, (ii) limited optional prepayment by the Issuer during the first 181 days after issuance subject to increasing prepayment premiums, and (iii) an accelerated “default amount” payable upon an event of default.
Investment in SPAC Sponsor
In February 2026, following the approval of the Company’s Board of Directors, the Company contributed $125,000 to the capital of Creative Acquisition Sponsor LLC (the “Sponsor”), as an investment in the Sponsor. The Sponsor is a Delaware limited liability company formed by the Company’s Chief Executive Officer for the purpose of acting as the sponsor of a proposed special purpose acquisition company (the “SPAC”) that would conduct a public offering and thereafter seek to effect a merger or other business combination with an acquisition target. Currently, the Sponsor’s only members are the Company and the Company’s Chief Executive Officer, who has invested $125,000 of his personal funds in the Sponsor. To date, both the SPAC and Sponsor have conducted limited organizing activities, and the funds contributed by the Company to the capital of the Sponsor have not been utilized. It is anticipated that in the event the SPAC does not move forward with its plans to conduct a public offering, the funds contributed by the Company to the Sponsor will be returned to the Company in exchange for the cancellation of the Company’s interest in the Sponsor.
Related-Person Transactions Policy And Procedures
We have a written Related-Person Transactions Policy that sets forth the Company’s policies and procedures regarding the identification, review, consideration and approval or ratification of “related-persons transactions.” For purposes of our policy only, a “related-person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company and any “related person” are participants involving an amount that exceeds $25,000. Transactions involving compensation for services provided to the Company as an employee, director, consultant or similar capacity by a related person are not covered by this policy. A related person is any executive officer, director, or more than 5% stockholder of the Company, including any of their immediate family members, and any entity owned or controlled by such persons.
Under the policy, where a transaction has been identified as a related-person transaction, management must present information regarding the proposed related-person transaction to the Audit Committee (or, where Audit Committee approval would be inappropriate, to another independent body of the Board) for consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to the Company of the transaction and whether any alternative transactions were available. To identify related-person transactions in advance, the Company relies on information supplied by its executive officers and directors. In considering related-person transactions, the Committee takes into account the relevant available facts and circumstances including, but not limited to (a) the risks, costs and benefits to the Company, (b) the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated, (c) the terms of the transaction, (d) the availability of other sources for comparable services or products, and (e) the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. In the event a director has an interest in the proposed transaction, the director must recuse himself or herself form the deliberations and approval. The policy requires that, in determining whether to approve, ratify or reject a related-person transaction, the Committee look at, in light of known circumstances, whether the transaction is in, or is not inconsistent with, the best interests of the Company and its stockholders, as the Committee determines in the good faith exercise of its discretion.
Director Independence
Our Board of Directors currently consists of five directors, three of whom are “independent” as defined under the rules of the Nasdaq Capital Market because they are not employees or executive officers of ours, and have not been paid more than $120,000 of compensation by us in any consecutive 12-month period during the past three years. Timothy Warbington, our Chief Executive Officer, and Donald Dickerson, our Chief Financial Officer, are not independent directors due to their employment by us as executive officers.
| 9 |
Item 14. Principal Accountant Fees and Services
The following table sets forth all fees accrued or paid to Haynie & Company, Salt Lake City, Utah, PCAOB ID 457, for the years ended December 31, 2025 and 2024:
|
| Year Ended December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Audit Fees (1) |
| $ | 84,000 |
|
| $ | 82,172 |
|
Audit-Related Fees (2) |
| $ | 6,500 |
|
| $ | 10,600 |
|
Tax Fees |
|
| - |
|
|
| - |
|
All Other Fees |
|
| - |
|
|
| - |
|
Total |
| $ | 90,500 |
|
| $ | 92,772 |
|
(1) | Audit Fees consist of professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements presented in our Annual Report on Form 10-K and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years. |
|
|
(2) | Audit-Related Fees consist of professional services rendered in connection the filing of Registration Statements on Form S-3. |
Pre-approval Policy. Under our audit committee’s policy governing our use of the services of our independent registered public accountants, the audit committee is required to pre-approve all audit and permitted non-audit services performed by our independent registered public accountants in order to ensure that the provision of such services does not impair the public accountants’ independence.
| 10 |
PART IV
Item 15. Exhibits, Financial Statement Schedules.
Exhibits |
|
|
19.1 |
| Creative Medical Technology Holdings, Inc. Insider Trading Policy |
| Rule 13a-14(a)/15d-14a(a) Certification of Principal Executive Officer* | |
| Rule 13a-14(a)/15d-14a(a) Certification of Principal Financial Officer* | |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
* Filed herewith.
| 11 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. |
| |
|
|
|
|
Date: April 24, 2026 | By: | /s/ Timothy Warbington |
|
|
| Timothy Warbington, Chief Executive Officer |
|
|
| (Principal Executive Officer) |
|
|
|
|
|
Date: April 24, 2026 | By: | /s/ Donald Dickerson |
|
|
| Donald Dickerson, Chief Financial Officer |
|
|
| (Principal Financial and Accounting Officer) |
|
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
NAME |
| TITLE |
| DATE |
|
|
|
|
|
/s/ Timothy Warbington |
| Director & Chairman |
| April 24, 2026 |
Timothy Warbington |
|
|
|
|
|
|
|
|
|
/s/ Donald Dickerson |
| Director |
| April 24, 2026 |
Donald Dickerson |
|
|
|
|
|
|
|
|
|
/s/ Michael H. Finger |
| Director |
| April 24, 2026 |
Michael H. Finger |
|
|
|
|
|
|
|
|
|
/s/ Susan Snow |
| Director |
| April 24, 2026 |
Susan Snow |
|
|
|
|
|
|
|
|
|
/s/ Bruce S. Urdang |
| Director |
| April 24, 2026 |
Bruce S. Urdang |
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|
| 12 |