Creative Medical Technology第二季淨虧損擴大至151萬美元 現金餘額871萬美元

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
(Mark One)
 
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 
For the quarterly period ended June 30, 2026
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 
For the transition period from __________ to __________
 
Commission File Number: 000-53500
 
Creative Medical Technology Holdings, Inc.

(Exact name of Registrant as specified in its charter)

 
Nevada
 
87-0622284

(State or other jurisdiction of 
incorporation or organization)
 
(I.R.S. Employer 
Identification No.)

 
211 E Osborn Road, Phoenix, AZ
 
85012

(Address of principal executive offices)
 
(Zip Code)

 
Registrant’s telephone number, including area code: (480) 399-2822
 
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 (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. Yes ☒     No ☐
 
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). Yes ☒     No ☐
 
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
☐

Non-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 is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐     No ☒
 
As of August 7, 2026, there were 6,592,557 shares of the registrant’s common stock outstanding.
 

 

 
 
 
 
Page
Number

PART I – FINANCIAL INFORMATION
 
 

 
 
 
 

Item 1.
Financial Statements
 
 

 
 
 
 
 

 
Unaudited Condensed Consolidated Balance Sheets
 
3
 

 
 
 
 
 

 
Unaudited Condensed Consolidated Statements of Operations
 
4
 

 
 
 
 
 

 
Unaudited Condensed Consolidated Statements of Cash Flows
 
5
 

 
 
 
 
 

 
Unaudited Condensed Consolidated Statements of Stockholder’ Equity
 
6
 

 
 
 
 
 

 
Notes to Unaudited Condensed Consolidated Financial Statements
 
8
 

 
 
 
 
 

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
19
 

 
 
 
 
 

Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 
23
 

 
 
 
 
 

Item 4.
Controls and Procedures
 
24
 

 
 
 
 

PART II – OTHER INFORMATION
 
 

 
 
 
 

Item 1.
Legal Proceedings
 
25
 

 
 
 
 
 

Item 6.
Exhibits
 
25
 

 
 
2

Table of Contents
 
CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
 
 
 
June 30, 2026
 
 
December 31, 2025
 

ASSETS
 
 
 
 
 
 

CURRENT ASSETS
 
 
 
 
 
 

Cash
 
$8,714,115 
 
$7,208,126 

Investments in related entity
 
 
125,000 
 
 
- 

Note receivable, net of premium
 
 
109,338 
 
 
52,084 

Prepaids and other current assets
 
 
70,460 
 
 
138,804 

Total Current Assets
 
 
9,018,913 
 
 
7,399,014 

 
 
 
 
 
 
 
 
 

OTHER ASSETS
 
 
 
 
 
 
 
 

Other assets
 
 
3,281 
 
 
3,281 

Licenses, net of amortization
 
 
355,459 
 
 
407,230 

TOTAL ASSETS
 
$9,377,653 
 
$7,809,525 

 
 
 
 
 
 
 
 
 

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 

CURRENT LIABILITIES
 
 
 
 
 
 
 
 

Accounts payable
 
$684,401 
 
$270,686 

Advances from related party
 
 
14,194 
 
 
14,194 

Total Current Liabilities
 
 
698,595 
 
 
284,880 

 
 
 
 
 
 
 
 
 

TOTAL LIABILITIES
 
 
698,595 
 
 
284,880 

 
 
 
 
 
 
 
 
 

STOCKHOLDERS' EQUITY
 
 
 
 
 
 
 
 

Preferred stock, $0.001 par value, 10,000,000 shares authorized at June 30, 2026 and December 31, 2025
 
 
- 
 
 
- 

Common stock, $0.001 par value, 25,000,000 shares authorized; 6,497,008 and 3,701,668 issued; 6,492,008 and 3,696,668 outstanding at June 30, 2026 and December 31, 2025, respectively
 
 
6,491 
 
 
3,144 

Additional paid-in capital
 
 
82,162,455 
 
 
78,108,422 

Accumulated deficit
 
 
(73,503,974) 
 
(70,586,921)
Treasury stock, at cost, 5,000 shares as of June 30, 2026 and December 31, 2025
 
 
(10,000) 
 
(10,000)
TOTAL STOCKHOLDERS' EQUITY
 
 
8,654,972 
 
 
7,514,645 

Non-controlling interest
 
 
24,086 
 
 
10,000 

TOTAL EQUITY ATTRIBUTABLE TO CMTH
 
 
8,679,058 
 
 
7,524,645 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
$9,377,653 
 
$7,809,525 

 
The accompanying notes are an integral part of these condensed consolidated financial statements
 
 
3

Table of Contents
 
CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 
 
 
 
For the 
Three Months Ended 
June 30, 2026 
 
 
For the 
Three Months Ended 
June 30, 2025 
 
 
For the 
Six Months Ended 
June 30, 2026 
 
 
For the 
Six Months Ended 
June 30, 2025 
 

 
 
 
 
 
 
 
 
 
 
 
 
 

Revenues
 
$- 
 
$- 
 
$- 
 
$3,000 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Cost of revenues
 
 
- 
 
 
- 
 
 
- 
 
 
1,200 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Gross profit
 
 
- 
 
 
- 
 
 
- 
 
 
1,800 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

OPERATING EXPENSES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Research and development
 
 
459,200 
 
 
501,261 
 
 
1,000,858 
 
 
1,244,565 

Selling, general and administrative
 
 
1,080,045 
 
 
731,517 
 
 
1,968,685 
 
 
1,619,914 

Amortization of patent costs
 
 
22,918 
 
 
30,742 
 
 
51,773 
 
 
61,319 

TOTAL EXPENSES
 
 
1,562,163 
 
 
1,263,520 
 
 
3,021,316 
 
 
2,925,798 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Operating loss
 
 
(1,562,163) 
 
(1,263,520) 
 
(3,021,316) 
 
(2,923,998)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

OTHER INCOME/(EXPENSE)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Interest income
 
 
50,913 
 
 
30,217 
 
 
106,349 
 
 
52,598 

Total other income (expense)
 
 
50,913 
 
 
30,217 
 
 
106,349 
 
 
52,598 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

LOSS BEFORE PROVISION FOR INCOME TAXES
 
 
(1,511,250) 
 
(1,233,303) 
 
(2,914,967) 
 
(2,871,400)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Provision for income taxes
 
 
- 
 
 
- 
 
 
- 
 
 
- 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

NET LOSS
 
$(1,511,250) 
$(1,233,303) 
$(2,914,967) 
$(2,871,400)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Net income attributable to non-controlling interest
 
$726 
 
$- 
 
$2,086 
 
$- 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

NET LOSS ATTRIBUTABLE TO CMTH
 
$(1,511,976) 
$(1,233,303) 
$(2,917,053) 
$(2,871,400)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

NET LOSS PER SHARE - BASIC AND DILUTED
 
$(0.41) 
$(0.48) 
$(0.79) 
$(1.26)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
 
 
3,701,668 
 
 
2,580,532 
 
 
3,701,668 
 
 
2,282,290 

 
The accompanying notes are an integral part of these condensed consolidated financial statements
 
 
4

Table of Contents
 
CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
 
For the 
Six Months Ended 
June 30, 2026
 
 
For the 
Six Months Ended 
June 30, 2025
 

 
 
 
 
 
 
 

CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 

Net loss
 
$(2,914,967) 
$(2,871,400)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 
 
 
 
 

Stock-based compensation
 
 
- 
 
 
3,485 

Amortization of intangible assets
 
 
51,773 
 
 
61,319 

Amortization of note receivable premium
 
 
(7,254) 
 
- 

Changes in assets and liabilities:
 
 
 
 
 
 
 
 

Inventory
 
 
- 
 
 
1,200 

Prepaids and other current assets
 
 
68,344 
 
 
105,114 

Accounts payable
 
 
6,549 
 
 
(10,080)
Accrued expenses
 
 
- 
 
 
(39,920)
Net cash used in operating activities
 
 
(2,795,555) 
 
(2,750,282)
 
 
 
 
 
 
 
 
 

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 

Issuance of note receivable
 
 
(50,000) 
 
- 

Investment in related entity
 
 
(125,000) 
 
- 

Net cash used in investing activities
 
 
(175,000) 
 
- 

 
 
 
 
 
 
 
 
 

CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 

Contribution from minority member
 
 
12,000 
 
 
- 

Purchase of treasury stock
 
 
- 
 
 
(10,000)
Proceeds from exercise of warrants, net of issuance costs
 
 
4,464,544 
 
 
3,364,000 

Net cash provided by financing activities
 
 
4,476,544 
 
 
3,354,000 

 
 
 
 
 
 
 
 
 

NET CHANGE IN CASH
 
 
1,505,989 
 
 
603,718 

BEGINNING CASH BALANCE
 
 
7,208,126 
 
 
5,940,402 

ENDING CASH BALANCE
 
$8,714,115 
 
$6,554,120 

 
 
 
 
 
 
 
 
 

SUPPLEMENTAL CASH FLOW INFORMATION:
 
 
 
 
 
 
 
 

Cash payments for interest
 
$- 
 
$- 

Cash payments for income taxes
 
$- 
 
$- 

 
 
 
 
 
 
 
 
 

NON-CASH INVESTING AND FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 

Offering costs in accounts payable
 
$407,164 
 
$- 

 
The accompanying notes are an integral part of these condensed consolidated financial statements
 
 
5

Table of Contents
 
CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
 
 
 
 
 
 Additional 
 
 
 
 
 
 
 Sub-Total 
 
 
Non-
 
 
 Total 
 

 
 
Common Stock
 
 
Paid-in 
 
 
Accumulated 
 
 
Treasury
 
 
Stockholders' 
 
 
Controlling 
 
 
Stockholders' 
 

 
 
Shares
 
 
Amount
 
 
 Capital
 
 
Deficit 
 
 Stock 
 
Equity 
 
Interest 
 
Equity 

December 31, 2025
 
 
3,701,668 
 
$3,144 
 
$78,108,422 
 
$(70,586,921) 
$(10,000) 
$7,514,645 
 
$10,000 
 
$7,524,645 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Contribution by minority member
 
 
- 
 
 
- 
 
 
- 
 
 
- 
 
 
- 
 
 
- 
 
 
12,000 
 
 
12,000 

Proceeds from warrant exercise
 
 
2,790,340 
 
 
2,790 
 
 
4,461,754 
 
 
- 
 
 
- 
 
 
4,464,544 
 
 
- 
 
 
4,464,544 

Offering costs
 
 
- 
 
 
- 
 
 
(407,164) 
 
- 
 
 
- 
 
 
(407,164) 
 
- 
 
 
(407,164)
Correction to par value
 
 
- 
 
 
557 
 
 
(557) 
 
- 
 
 
- 
 
 
- 
 
 
- 
 
 
- 

Net loss
 
 
- 
 
 
- 
 
 
- 
 
 
(2,917,053) 
 
- 
 
 
(2,917,053) 
 
2,086 
 
 
(2,914,967)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

June 30, 2026
 
 
6,492,008 
 
$6,491 
 
$82,162,455 
 
$(73,503,974) 
$(10,000) 
$8,654,972 
 
$24,086 
 
$8,679,058 

 
 
 
 
 
 Additional
 
 
 
 
 
 
Sub-Total 
 
 
Non-
 
 
 Total 
 

 
 
Common Stock
 
 
 Paid-in 
 
 
Accumulated 
 
 
Treasury 
 
 
Stockholders' 
 
 
Controlling 
 
 
 Stockholders' 
 

 
 
Shares
 
 
Amount
 
 
 Capital
 
 
Deficit 
 
Stock 
 
Equity 
 
Interest 
 
Equity 

March 31, 2026
 
 
3,701,668 
 
$3,144 
 
$78,108,422 
 
$(71,991,998) 
$(10,000) 
$6,109,568 
 
$23,360 
 
$6,132,928 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Proceeds from warrant exercise
 
 
2,790,340 
 
 
2,790 
 
 
4,461,754 
 
 
- 
 
 
- 
 
 
4,464,544 
 
 
- 
 
 
4,464,544 

Offering costs
 
 
- 
 
 
- 
 
 
(407,164) 
 
- 
 
 
- 
 
 
(407,164) 
 
- 
 
 
(407,164)
Correction to par value
 
 
- 
 
 
557 
 
 
(557) 
 
- 
 
 
- 
 
 
- 
 
 
- 
 
 
- 

Net loss
 
 
- 
 
 
- 
 
 
- 
 
 
(1,511,976) 
 
- 
 
 
(1,511,976) 
 
726 
 
 
(1,511,250)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

June 30, 2026
 
 
6,492,008 
 
$6,491 
 
$82,162,455 
 
$(73,503,974) 
$(10,000) 
$8,654,972 
 
$24,086 
 
$8,679,058 

 
 
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Table of Contents
 
 
 
 
 
 Additional 
 
 
 
 
 
 
 Total 
 

 
 
Common Stock
 
 
Paid-in 
 
 
Accumulated 
 
 
Treasury 
 
 
Stockholders' 
 

 
 
Shares
 
 
Amount
 
 
 Capital
 
 
Deficit 
 
Stock 
 
Equity 

December 31, 2024
 
 
1,748,428 
 
$1,749 
 
$70,931,663 
 
$(64,591,913) 
$- 
 
$6,341,499 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Proceeds from exercise of warrants
 
 
837,104 
 
 
837 
 
 
3,699,163 
 
 
- 
 
 
- 
 
 
3,700,000 

Offering costs
 
 
- 
 
 
- 
 
 
(336,000) 
 
- 
 
 
- 
 
 
(336,000)
Purchase of treasury shares
 
 
- 
 
 
- 
 
 
- 
 
 
- 
 
 
(10,000) 
 
(10,000)
Stock-based compensation
 
 
- 
 
 
- 
 
 
3,485 
 
 
- 
 
 
- 
 
 
3,485 

Net loss
 
 
- 
 
 
- 
 
 
- 
 
 
(2,871,400) 
 
- 
 
 
(2,871,400)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

June 30, 2025
 
 
2,585,532 
 
$2,586 
 
 
74,298,311 
 
$(67,463,313) 
$
(10,000) 
$6,827,584 

 
 
 
 
 
 Additional 
 
 
 
 
 
 
 Total 
 

 
 
Common Stock
 
 
Paid-in 
 
 
Accumulated 
 
 
Treasury 
 
 
Stockholders' 
 

 
 
Shares
 
 
Amount
 
 
 Capital
 
 
Deficit 
 
Stock 
 
Equity 

March 31, 2025
 
 
2,585,532 
 
$2,586 
 
$74,298,311 
 
$(66,230,010) 
$(10,000) 
$8,060,887 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Net loss
 
 
- 
 
 
- 
 
 
- 
 
 
(1,233,303) 
 
- 
 
 
(1,233,303)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

June 30, 2025
 
 
2,585,532 
 
$2,586 
 
 
74,298,311 
 
$(67,463,313) 
$
(10,000) 
$6,827,584 

 
The accompanying notes are an integral part of these condensed consolidated financial statements
 
 
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CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
 
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Organization - Creative Medical Technologies Holdings, Inc. (the “Company”) is a commercial stage biotechnology company dedicated to the advancement of regenerative therapies in the fields of immunotherapy, endocrinology, urology, neurology and orthopedics. The Company was incorporated on December 3, 1998, in the State of Nevada under the name Jolley Marketing, Inc. On May 18, 2016, the Company closed a transaction which was accounted for as a recapitalization, reverse merger, under which Creative Medical Technologies, Inc., a Nevada corporation (“CMT”) became the Company’s wholly owned subsidiary, and Creative Medical Health, Inc. (“CMH”), which was CMT’s sole stockholder prior to the merger, became the Company’s principal stockholder. In connection with this merger, the Company changed its name to Creative Medical Technologies Holdings, Inc. to reflect its current business. 
 
CMT was originally created on December 30, 2015 (“Inception”), as the urological arm of CMH to monetize a patent and related intellectual property related to the treatment of erectile dysfunction (“ED”), which it acquired from CMH in February 2016. Subsequently, the Company has expanded its development and acquisition of intellectual property beyond urology to include therapeutic treatments utilizing “re-programmed” stem cells, and the treatment of neurologic disorders, lower back pain, type I diabetes, and heart, liver, kidney, and other diseases using various types of stem cells through our ImmCelz, Inc., StemSpine, Inc. and AlloCelz LLC subsidiaries. However, neither ImmCelz Inc., StemSpine Inc. nor AlloCelz LLC have commenced commercial activities.
 
In 2020, through the Company’s ImmCelz Inc. subsidiary, the Company began developing treatments that utilize a patient’s own extracted immune cells that are then “reprogrammed” by culturing them outside the patient’s body with optimized stem cells. The immune cells are then re-injected into the patient from whom they were extracted. The Company believes this process endows the immune cells with regenerative properties that may be suitable for the treatment of multiple indications. In contrast to other stem cell-based approaches, the immune cells are significantly smaller in size than stem cells and are believed to more effectively penetrate areas of the damaged tissues and induce regeneration.
 
On September 15, 2025, the Company formed Bionance LLC, a Nevada limited liability company (“Bionance”), for the purpose of making investments in the securities of publicly traded companies. The Company is the principal member of Bionance and held an 80% interest and has consolidated the operations since inception. See Note 5 for additional information.
 
Operating Segments and Related Disclosures
 
We manage our company as one reportable operating segment, The segment information aligns with how the Company’s Chief Operating Decision Maker (“CODM”) reviews and manages our business. The Company’s CODM is the Company’s Chief Executive Officer. Financial information and annual operating plans and forecasts are prepared and reviewed by the CODM at a consolidated level. The CODM assesses performance for the company and decides how to better allocate resources based on consolidated net income that is reported on the Consolidated Statements of Income. Our objective in making resource allocation decisions is to optimize the consolidated financial results. The accounting policies of our operations segment are the same as those described in the summary of significant accounting policies herein. 
 
Risks and Uncertainties - The Company has a limited operating history and has generated minimal revenues from its operations.
 
The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions, including the political environment and acts or threats of war or terrorism. Adverse developments in these general business and economic conditions, including through recession, downturn or otherwise, could have a material adverse effect on the Company’s financial condition and the results of its operations.
 
 
 
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The Company has generated minimal sales and has limited marketing and/or distribution capabilities. The Company has limited experience in developing, training, or managing a sales force and will incur substantial additional expenses if it decides to market any of its current and future products and services with an internal sales organization. Developing a marketing and sales force is also time-consuming and could delay the launch of its future products and services. In addition, the Company will compete with many companies that currently have extensive and well-funded marketing and sales operations. The Company’s marketing and sales efforts may be unable to compete successfully against these companies. In addition, the Company has limited capital to devote to sales and marketing.
 
The Company’s industry is characterized by rapid changes in technology and customer demands. As a result, the Company’s products and services may quickly become obsolete and unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and services, and enhance the Company’s current products and services on a timely and cost-effective basis. Further, the Company’s products and services must remain competitive with those of other companies with substantially greater resources. The Company may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products and services or enhanced versions of existing products and services. Also, the Company may not be able to adapt new or enhanced products and services to emerging industry standards, and the Company’s new products and services may not be favorably received. In addition, the Company may not have the capital resources to further the development of existing and/or new ones.
 
We cannot predict how global supply chain activities, or the economy at large may be impacted by prolonged global conflicts or sanctions imposed in response to the wars, or whether future conflicts, if any, may adversely affect our results of operations.
 
Use of Estimates – The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Basis of Presentation – The consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position for the periods presented. These interim financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements and that interim disclosures generally do not repeat those in the annual statements.
 
Non-Controlling Interest – The Company accounts for the non-controlling interest in its subsidiary in accordance with U.S. GAAP topic 805: Business Combinations. The Company has chosen to record the minority interests (“NCI”) in the equity section of the consolidated balance sheets and statements, and on the consolidated statements of operations, the profit or loss attributable to the minority interests will be reported as a separate non-operating line item. The Company measures its NCI’s using the percentage of ownership interest held by the respective NCI’s during the accounting period (for share of income or losses) plus the percentage of ownership of net assets at the beginning of the accounting period. The operations of Bionance were insignificant during the six-months ended June 30, 2026, thus, NCI has not been presented on the consolidated statements of operations.
 
Concentration Risks – The Federal Deposit Insurance Corporation insures cash deposits in most general bank accounts for up to $250,000 per institution. The Company maintains its cash balances at three financial institutions. As of June 30, 2026, the Company’s balance exceeded the limit at two institutions.
 
 
 
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Cash Equivalents – The Company classifies its highly liquid investments with maturities of three months or less at the date of purchase as cash equivalents. Management determines the appropriate classification of its investments at the time of purchase and reevaluates the designations of each investment as of the balance sheet date for each reporting period. The Company classifies its investments as either short-term or long-term based on each instrument’s underlying contractual maturity date. Investments with maturities of less than 12 months are classified as short-term and those with maturities greater than 12 months are classified as long-term. The cost of investments sold is based upon the specific identification method. Investments consist of short-term U.S. treasuries.
 
Accounts and Notes Receivable – Accounts and notes receivable are stated at net realizable value. An allowance for credit losses is provided based on prior collection experiences and management’s analysis of specific accounts, as well as current economic conditions and forecasts that affect the collectability of the reported amount. At June 30, 2026, in the opinion of management, no material accounts were considered uncollectible and, accordingly, no allowance was deemed necessary.
 
Inventories – Inventories are valued on a cost basis. The cost of inventories is determined on a first-in, first-out basis.
 
Fair Value of Financial Instrument – The Company’s financial instruments consist of cash and cash equivalents, and payables. The carrying amount of cash and cash equivalents and payables approximates fair value because of the short-term nature of these items.
 
Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value measurements are required to be disclosed by level within the following fair value hierarchy:
 
Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
 
Level 2 – Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
 
Level 3 – Inputs lack observable market data to corroborate management’s estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
 
When determining fair value, whenever possible the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of June 30, 2026, and 2025, the Company had no outstanding derivative liabilities.
 
Intangible Assets – Purchased intangible assets with finite lives are amortized over their respective estimated lives and reviewed for impairment whenever events or other changes in circumstances indicate that the carrying amount may not be recoverable. The impairment testing compares carrying values to fair values and, when appropriate, the carrying value of these assets is reduced to fair value. Impairment charges, if any, are recorded in the period in which the impairment is determined. The costs for intangible assets that are developed internally are expensed as incurred.
 
Impairment – The Company records impairment losses when indicators of impairment are present and undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. Furthermore, the Company will make periodic assessments of technology and clinical testing to determine if it plans to continue to pursue the technology and if the license, patent, or other rights have value. To date no impairment has been recorded.
 
Derivative Liabilities – A derivative is an instrument whose value is “derived” from an underlying instrument or index such as a future, forward, swap, option contract, or other financial instrument with similar characteristics, including certain derivative instruments embedded in other contracts and for hedging activities.
 
 
 
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As a matter of policy, the Company does not invest in separable financial derivatives or engage in hedging transactions.
 
Revenue – The Company recognizes revenues in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from contracts with customers”. Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Deferred revenue represents amounts which still have yet to be earned.
 
The Company generates revenue from the sale of disposable stem cell concentration kits. Revenues are recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services, which is generally on delivery to the customer.
 
Payments received for which the earnings process is not yet complete are deferred. As of June 30, 2026 and December 31, 2025, the Company had no deferred revenue.
 
Research and Development – Research and development will continue to be a significant function of the Company. Research and development costs are expensed as incurred. Expenses in the accompanying financial statements include certain costs which are directly associated with the Company’s two phase I/II clinical trials, and research and development of the ImmCelzTM, AlloStem™, and IPSCs™ technology platforms. These costs, which consist primarily of monies paid for research assets, outsourced research services, laboratory facility expenses, materials and supplies and compensation costs amounted to $1,000,858 for the six-months ended June 30, 2026. There was $1,244,565 in research costs for the six-months ended June 30, 2025.
 
Stock-Based Compensation – The Company accounts for its stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718, Compensation - Stock Compensation. The Company accounts for all stock-based compensation using a fair-value method on the grant date and recognizes the fair value of each award as an expense over the requisite vesting period. The Company recognizes stock option forfeitures as they occur as there is insufficient historical data to accurately determine future forfeitures rates.
 
Basic and Diluted Income (Loss) Per Share – The Company follows Financial Accounting Standards Board (“FASB”) ASC 260 Earnings per Share to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During loss periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. During the six-months ended June 30, 2026, the Company had options to purchase 11,183 shares of common stock and warrants to purchase 8,888,256 shares of common stock; however, the effects were anti-dilutive due to the net loss. During the six-months ended June 30, 2025, the Company had options to purchase 11,183 shares of common stock and warrants to purchase 4,147,478 shares of common stock; however, the effects were anti-dilutive due to the net loss.
 
Accounting Pronouncements Not Yet Adopted – The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. On November 4, 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures. This ASU provides guidance to public companies regarding footnote disclosures of natural expense components (such as employee compensation, depreciation, and amortization) included within each relevant income statement expense caption. The guidance is effective for public companies for fiscal years beginning after December 15, 2026. We are assessing the effect of this update on our consolidated financial statement disclosures.
 
NOTE 2 – LICENSING AGREEMENTS
 
ED Patent – The Company acquired a patent from CMH, a related company on February 2, 2016, in exchange for 43,112 shares of CMTH common stock valued at $100,000. The patent expires in 2025 and the Company has elected to amortize the patent over a ten-year period on a straight-line basis. Amortization expense of $1,044 and $4,986 were recorded for the six-months ended June 30, 2026, and 2025, respectively. As of June 30, 2026, the carrying value of the patent was $0. The Company has expensed all expenses related to the patent costs.
 
 
 
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Lower Back Patent – The Company, through its subsidiary StemSpine, LLC, acquired a patent from CMH, a related company, on May 17, 2017, covering the use of various stem cells for the treatment of lower back pain from pursuant to a Patent Purchase Agreement, which was amended in November 2017. As amended, the agreement provides the following:
 
 
·
The Company is required to pay CMH $100,000 within 30 days of demand as an initial payment.

 
·
In the event the Company determines to pursue the technology via use of autologous cells, the Company will 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.

 
 
·
In the event the Company determines to pursue the technology via use of allogenic cells, the Company will 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.

 
 
·
Payment may be made in cash or shares of our common at a discount of 30% to the lowest closing price within 20 business days prior to the conversion date.

 
·
In the event the Company’s 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, the Company is 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.

 
The Company paid CMH the $100,000 obligation of the initial payment due under this agreement, by a $50,000 cash payment and the issuance of 667 shares of common stock on December 12, 2020. On December 31, 2020, following the Company’s announcement with respect to the clinical commercialization of the StemSpine technology, the Company paid CMH $50,000 of the $300,000 obligation due under this agreement through the issuance of 14 shares of common stock. On September 30, 2021, the Company paid CMH an additional $40,000 of the $300,000 obligation due under this agreement through the issuance of 8,466 shares of common stock, and in January 2021 the Company paid CMH an additional $50,000 of the $300,000 obligation due under this agreement through the issuance of 8,929 shares of common stock. The remaining portion of the $300,000 obligation was paid in cash in 2020. In August 2023, the Company paid CMH $100,000 related to the filing of an IND with the FDA per the terms of the agreement. In July and August 2024, the Company paid CMH $200,000 related to the dosing of the first patient in a Phase 1-2 clinical trial.
 
The patent expires on May 19, 2027, and the Company has elected to amortize the patent over a ten-year period on a straight-line basis. Amortization expense of $5,503 and $5,267 were recorded for the six-months ended June 30, 2026 and 2025 respectively. As of June 30, 2026, the carrying value of the initial patent license was $8,636. The Company expects to amortize the remaining $8,636 through 2026 related to the patent costs.
 
The Company has elected to amortize the additional $300,000 associated with the patent over a seven-year period on a straight-line basis. Amortization expense of $17,971 and $22,970 were recorded for the six-months ended June 30, 2026, and 2025 respectively. As of June 30, 2026, the carrying value of the patent was $0. The Company has amortized all $300,000 related to the patent costs.
 
 
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The Company has elected to amortize the additional $100,000 associated with the filing of the IND with the FDA over a ten-year period on a straight-line basis. Amortization expense of $4,981 was recorded for the six-months ended June 30, 2026 and 2025 respectively. As of June 30, 2026, the carrying value of the patent was $72,541. The Company expects to amortize approximately $10,000 annually through 2033 related to the patent costs.
 
The Company has elected to amortize the additional $200,000 associated with the dosing of the first patient over a ten-year period on a straight-line basis. Amortization expense of $9,912 was recorded for the six-months ended June 30, 2026 and 2025 respectively. As of June 30, 2026, the carrying value of the patent was $161,746. The Company expects to amortize approximately $20,000 annually through 2034 related to the patent costs.
 
ImmCelz™ – On December 28, 2020, ImmCelz, Inc. (“ImmCelz”), a newly formed Nevada corporation and wholly owned subsidiary of the Company, entered into a Patent License Agreement dated December 28, 2020 (the “Agreement”), with Jadi Cell, LLC. (“Jadi”), a company controlled by Dr. Amit Patel, a former director of the Company. The Agreement grants to ImmCelz™ the patent rights under U.S. Patent #9,803,176 B2, “Methods and compositions for the clinical derivation of an allogenic cell and therapeutic uses”. The contract grants ImmCelz™ access to proprietary process of expanding the master cell bank of Jadi Cell LLC, as currently practiced by Licensor, and as documented in standard operating procedures (SOPs) and other written documentation to augment autologous cells. 
 
The terms of the agreement are as follows: 
 
 
·
Licensee shall pay Licensor a license fee of $250,000 (the “Upfront Royalty”), which can also be paid in CELZ stock at a discount of 25% of the closing price of $0.0037, which is based on the date of this agreement

 
·
Within thirty (30) days of the end of each calendar quarter during the term of this Agreement, Licensee will pay Licensor five percent (5%) of the Net Income of ImmCelz™. during such calendar quarter (the “Continuing Royalty”) 

 
 
·
in one or a series of related transactions, of all or substantially all of the business or assets of Licensee ImmCelz, Inc. (“Sale of Assets”) will result in a one-time ten-percent allocation to the licensor, the Continuing Royalty will be calculated at five percent (5%) of the Net Income of Licensee in any calendar quarter in which the Net Income in such calendar quarter reflects the receipt of any consideration from such Sale of Assets.

 
To date, the Company has not made any payments to Jadi Cell under this agreement, other than the $250,000 initial license fee, which was paid by the issuance of 18,018 shares of common stock to Jadi Cell in February 2022. 
 
The Company has elected to amortize the patent over a ten-year period on a straight-line basis. Amortization expenses of $12,390 and $12,479 were recorded for the six-months ended June 30, 2026, and 2025, respectively. As of June 30, 2026, the carrying value of the patent was $112,534. The Company expects to amortize approximately $25,000 annually through 2030 related to the patent costs.
 
The following is a roll forward of the Company’s licensing agreements for the six-months ended June 30, 2026.
 
 
 
Assets
 
 
Accumulated
Amortization
 

 
 
 
 
 
 
 

Balances at December 31, 2025
 
$1,060,000 
 
$(652,768 )
Addition of new assets
 
 
- 
 
 
- 

Amortization
 
 
- 
 
 
(51,773 )
Balances at June 30, 2026
 
$1,060,000 
 
$(704,541 )
 
 
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NOTE 3 – STOCK-BASED COMPENSATION
 
On September 6, 2021, the Company’s Board of Directors, and holders of a majority of the voting power of the Company’s stockholders approved the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and reserved 60,000 shares of common stock for the issuance of awards thereunder. The 2021 Plan provides for the granting to our employees, officers, directors, consultants, and advisors of performance awards payable in shares of common stock, stock options (non-statutory and incentive), restricted stock awards, stock appreciation rights (“SARs”), restricted share units (“RSUs”) and other stock-based awards. The purpose of the 2021 Plan is to secure for the Company and its stockholders the benefits arising from capital stock ownership by eligible participants who are expected to contribute to the Company’s future growth and success. As of June 30, 2026, stock options to purchase 11,183 common shares had been granted under the 2021 Plan.
 
During the six-months ended June 30, 2026 and 2025, the fair market value of the options was insignificant to the financial statements.
 
Since the expected life of the options was greater than the Company’s historical stock information available, the Company determined the expected volatility based on price fluctuations of comparable public companies. 
 
There were no options issued during the six-months ended June 30, 2026 and 2025.
 
Option activity for the six-months ended June 30, 2026, consists of the following:
 
 
 
Stock
 Options
 
 
Weighted 
Average 
Exercise
 Price
 
 
Weighted 
Average
 Life
 Remaining
 

Outstanding, December 31, 2025
 
 
11,183 
 
$83.96 
 
 
7.11 

Issued
 
 
- 
 
 
- 
 
 
- 

Exercised
 
 
- 
 
 
- 
 
 
- 

Expired
 
 
- 
 
 
- 
 
 
- 

Outstanding, June 30, 2026
 
 
11,183 
 
$83.96 
 
 
5.61 

Vested, June 30, 2026
 
 
11,183 
 
$83.96 
 
 
5.61 

 
In February 2022, we granted a total of 11,183 options to Timothy Warbington and Donald Dickerson at an exercise price of $16.90. The value of the options was determined to be $145,525 based upon the Black-Scholes method, see variables used below. During the six-month periods ended June 30, 2026 and 2025, the Company recorded $0 and $3,485 in stock-based compensation respectively. As of June 30, 2026, all stock-based compensation has been expensed.
 
NOTE 4 – STOCKHOLDERS’ EQUITY
 
Warrant Exercise Inducement Transactions
 
March 2025
On March 6, 2025, the Company entered into warrant exercise inducement agreements with holders of existing warrants for the exercise of outstanding warrants to purchase an aggregate of 837,104 shares of common stock of the Company originally issued in October 2024 at the exercise price of $4.42 per share, in exchange for the issuanc