STME 8-K
Stimcell Energetics Inc. (STME)
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
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
|
|
| ||
(Address of principal executive offices) |
| (Zip Code) |
|
|
|
Registrant’s telephone number, including area code: | ( | |
820 – 1130 Pender Street, West
Vancouver, British Columbia V6E 4A4
(Former name or former address, if changed since last report)
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:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
1
ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 12, 2026, StimCell Energetics Inc. (the “Company”) entered into an Advisory Services Agreement (the “Agreement”) with Stonegate Capital Partners, Inc. ("Stonegate") to provide research coverage and institutional investor outreach services.
Pursuant to the Agreement, Stonegate will deliver comprehensive services including quarterly updated research, ongoing investor relations consultation and representation and coordination of targeted institutional investor meetings.
As compensation for the initial twelve-month term, the Company will issue 250,000 shares of its common stock to Stonegate. After twelve months from the effective date of the Agreement, either party may cancel and terminate this Agreement with thirty days' written notice to the other party at any time.
Stonegate is a leading research and investor outreach firm with over 50 years in business, 100+ clients, and a proven track record of amplifying public company stories to a global audience through best-in-class targeting, analytics, a dedicated sales desk, and relationships with 750 investment firms and 1,250 individual contacts across 15 countries and 35 cities.
ITEM 3.02UNREGISTERED SALES OF EQUITY SECURITIES
On March 19, 2026, the Company issued 250,000 shares of its common stock to Stonegate as consideration for the services provided under the Advisory Services Agreement, as further described in Item 1.01 of this Current Report of Form 8-K.
The shares are being issued pursuant to the provisions available under the Rule 506(b) of Regulation D of the Act on the basis that the subscriber is an “accredited investor” as that term is defined under Regulation D of the Act.
ITEM 7.01REGULATION FD DISCLOSURE
On March 19, 2026, the Company issued an informational news release (the “Release”) announcing the signing of an Advisory Services Agreement with Stonegate Capital Partners, Inc., as further described in Item 1.1 of this Current Report on Form 8-K. A copy of the Release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.
(d)Exhibits
The following exhibits are provided with this Current Report:
Exhibit Number |
| Description of Exhibit |
| Advisory Services Agreement between the Company and Stonegate Capital Partners, Inc. dated March 12, 2026. | |
| News release dated March 19, 2026. |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STIMCELL ENERGETICS INC. |
|
|
Date: March 19, 2026 |
|
|
|
| By: /s/ David Jeffs |
| David Jeffs, |
| Chief Executive Officer |
3
ADVISORY SERVICES AGREEMENT
This Advisory Services Agreement (this “Agreement”) serves to confirm and outline the terms under which StimCell Energetics Inc. (the “Company”) has retained Stonegate Capital Partners, Inc., a Texas corporation (“Stonegate”) on a non-exclusive basis to provide the services outlined below, upon the terms and conditions also outlined below.
1.During the period that this Agreement shall remain in effect, Stonegate will provide the following services to the Company, which are also detailed in the appendix A – Stonegate Proposal:
ØProvide research coverage and updated quarterly during the term of the agreement
ØPress release the report two times during the term of the agreement
ØOngoing investor relations consultation and representation
ØCoordination of targeted institutional investor meetings
ØDetailed follow-up on all institutional investor meetings
ØQuarterly reports to management on program activity upon request
2.Upon execution of this Agreement the Company shall pay to Stonegate the amount of Two Hundred Fifty Thousand Shares (250,000) in the Company as an up front, initial, earned retainer for the first twelve months of this Agreement. This initial retainer shall be compensation for Stonegate services during the term of the contract.
3.After twelve months from the effective date of this Agreement, this Agreement may be cancelled and terminated by either party upon thirty (30) days written notice to the other party at any time, provided that all due and owning fees have been paid by the Company. In the event the Company elects to retain Stonegate’s services beyond the initial term of this agreement, the Company and Stonegate will enter into a new, mutually agreeable Advisory Services Agreement.
4.In the event Stonegate identifies an investor who makes a direct investment in the Company, the Company shall sign a mutually acceptable agreement with Stonegate’s equity affiliate, Stonegate Capital Markets (member FINRA).
5.The Company agrees to indemnify and hold Stonegate harmless from and against any and all losses, claims, damages or liabilities related to or arising out of Stonegate’s engagement and will reimburse Stonegate for all reasonable expenses (including reasonable costs, expenses, awards and counsel fees and/or judgments) as they are incurred by Stonegate in connection with investigating, preparing for or defending any such action or claim, whether or not in connection with pending or threatened litigation in which Stonegate is a party. The foregoing shall be in addition to any rights that Stonegate may have at common law or otherwise and shall extend upon the same terms to and inure to the benefit of any director, officer, employee, agent or controlling person of Stonegate.
5.(a)In connection with Stonegate’s activities hereunder on the Company’s behalf, the Company may furnish Stonegate with confidential information concerning the Company and its operations (the “Confidential Information”). The Company acknowledges and agrees that Stonegate in performance under this Agreement will be using and relying upon the Confidential Information without independent verification thereof or independent appraisal of any of the Company’s assets and may, in its sole discretion, use additional information contained in public reports or other information furnished by the Company or third parties.
(b)Stonegate will use the Confidential Information solely for the purpose of performing under this Agreement. Subject to the limitations set forth in subsection (c) below, Stonegate will keep the Confidential Information provided hereunder confidential and will not disclose Confidential
Advisory Services Agreement - 1
Information or any portion thereof unless the Company consents to the disclosure of the Confidential Information.
(c)Stonegate’s confidentiality obligations under this Agreement shall not apply to any portion of the Confidential Information which (i) at the time of disclosure to Stonegate or thereafter is generally available to and known by the public; (ii) was available to Stonegate on a non-confidential basis from a source other than the Company; (iii) has been independently acquired or developed by Stonegate without violating any of its obligations under this Agreement; or (iv) the disclosure of which is legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil or administrative investigative demand or other similar process). In the event that Stonegate becomes legally compelled to disclose any of the Confidential Information, Stonegate shall provide the Company with prior written notice of such requirement so that the Company may be afforded to seek a protective order or other appropriate remedy. The obligations of the Parties under this Section shall survive the termination of this Agreement for a period of 12 months.
7.This Agreement shall be construed in accordance with and governed by the laws of the State of Texas, without giving effect to any conflict of laws provision thereof.
8.All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, recognized overnight delivery service, or facsimile (with copy by first class mail) to the applicable party.
9.This Agreement embodies the entire agreement and understanding of the parties and supersedes any and all prior agreements, arrangements, communications and understandings relating to the matters provided for herein.
10.Stonegate and the Company will attempt to settle any claim or controversy arising out of this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. Any dispute which the parties cannot resolve may then be submitted by either party to binding arbitration in Dallas, Texas under the rules of the American Arbitration Association for resolution. Nothing in this paragraph will prevent either party from resorting to judicial proceedings in Dallas County, Texas if (a) good faith efforts to resolve the dispute under these procedures have been unsuccessful or (b) interim relief from a court is necessary to prevent serious and irreparable injury.
IN WITNESS WHEREOF, this Agreement has been executed as of the effective date indicated below by duly authorized representatives of the Company and Stonegate.
DATED to be effective March 12, 2026
StimCell Energetics Inc. |
| Stonegate Capital Partners, Inc. |
|
|
|
|
|
|
By: /s/ David Jeffs |
| By: /s/ Scott Griffith |
|
|
|
|
|
|
Title: CEO |
| Title: CEO |
Advisory Services Agreement - 2
StimCell Energetics Engages Stonegate Capital Partners for Research Coverage and Institutional Investor Outreach
Vancouver, BC - March 19, 2026 - StimCell Energetics Inc. (OTCQB: STME) (“StimCell” or the “Company”), a biotech pioneer targeting cellular energy to enhance wellness, anti-aging, and longevity, is pleased to announce that it has engaged Stonegate Capital Partners, Inc. (“Stonegate”) to provide research coverage and institutional investor outreach services.
Pursuant to the Advisory Services Agreement effective March 12, 2026, Stonegate will deliver comprehensive services including quarterly updated research, ongoing investor relations consultation and representation and coordination of targeted institutional investor meetings.
As compensation for the initial twelve-month term, the Company will issue 250,000 shares of its common stock to Stonegate. Stonegate is a leading research and investor outreach firm with over 50 years in business, 100+ clients, and a proven track record of amplifying public company stories to a global audience through best-in-class targeting, analytics, a dedicated sales desk, and relationships with 750 investment firms and 1,250 individual contacts across 15 countries and 35 cities.
“We are happy to partner with Stonegate to elevate our visibility and build institutional ownership,” said David Jeffs, CEO of StimCell Energetics. “Their expertise in research coverage and direct outreach to mutual funds, investment managers and family offices will help us share the transformative potential of our eBalance® technology with a broader investor audience and support our long-term growth objectives.”
The shares issued to Stonegate are being issued pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws and will be subject to a six-month hold period from the date of issuance. Such shares may not be traded in or from any jurisdiction in Canada except in compliance with the conditions set forth in Canadian Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets. The shares are also being issued pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws. Such shares may not be offered or sold except pursuant to an effective registration statement or an available exemption from the registration requirements thereof.
About StimCell Energetics Inc.
StimCell Energetics Inc. is a biotech company focused on the discovery, development and commercialization of therapeutic and non-therapeutic products that enhance cellular function, promote general wellness and alleviate health complications including, but not limited to: aging, insulin sensitivity, high blood pressure, neuropathy and kidney function. The Company’s main focus is on continued research and development of its eBalance® Technology and its eBalance® Home System.
On behalf of the Board of Directors of StimCell Energetics Inc.
David Jeffs
CEO, Director
For further information:
www.StimCell.com.
Forward Looking Statements
This press release contains forward-looking statements. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects”, “intends”, “estimates”, “projects”, “anticipates”, “believes”, “could”, and other similar words. All statements addressing product performance, events, or developments that the Company expects or anticipates will occur in the future are forward-looking statements. Because the statements are forward-looking, they should be evaluated in light of important risk factors and uncertainties, some of which are described in the Company’s Quarterly, Annual and Current Reports filed with the United States Securities and Exchange Commission (the “SEC”). Should one or more of these risks or uncertainties materialize, or should any of the Company’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on Company’s forward-looking statements. Except as required by law, StimCell Energetics Inc. disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. No stock exchange, securities commission or other regulatory body has reviewed nor accepts responsibility for the adequacy or accuracy of this release. Investors are advised to carefully review the reports and documents that StimCell Energetics Inc. files from time to time with the SEC, including its Annual, Quarterly and Current Reports.