Creative Medical Technology 以每股1.60美元行使窩輪籌約450萬美元並發新誘因窩輪

celz_8k.htm0001187953false00011879532026-06-302026-06-30iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
 
FORM 8-K
 
CURRENT REPORT 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 30, 2026
 
Creative Medical Technology Holdings, Inc.

(Exact name of registrant as specified in its charter)

 
Nevada 
 
000-53500
 
87-0622284

(State or other jurisdiction 
of incorporation)
 
(Commission 
File Number) 
 
(I.R.S. Employer 
Identification Number)

 
211 E Osborn Road, Phoenix, AZ 85012
(Address of principal executive offices)
 
(480) 399-2822
(Registrant’s telephone number, including area code)
 
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:
 
☐ 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 

☐ 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
  
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 
 

 

 
 
Item 1.01 Entry into a Material Definitive Agreement.
 
On June 30, 2026, Creative Medical Technology Holdings, Inc. (the “Company”) entered into warrant exercise inducement offer letters (the “Inducement Letters”) with the holders (the “Holders”) of warrants to purchase an aggregate of 2,790,340 shares of the Company’s common stock originally issued on October 29, 2025 (collectively, the “Existing Warrants”), pursuant to which the Holders agreed to exercise the Existing Warrants at an exercise price of $1.60 per share, in exchange for the Company’s agreement to reduce the exercise price of the Existing Warrants from $2.86 per share, and to issue the Holders new warrants to purchase an aggregate of 5,580,680 shares of Common Stock at an exercise price of $1.60 per share (the “Inducement Warrants”). The aggregate gross proceeds from the exercise of the Existing Warrants was approximately $4.5 million, before deducting financial advisory fees. The net proceeds received by the Company will be used for working capital and general corporate purposes.
 
The shares of common stock issuable upon exercise of the Existing Warrants are registered for issuance pursuant to a registration statement on Form S-3 (File No. 333-291713), which was declared effective by the Securities and Exchange Commission (the “SEC”) on December 12, 2025. 
 
In consideration for the cash exercise of the Existing Warrants, the Holders were issued the Inducement Warrants in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Inducement Warrants will not be exercisable until the Company has obtained stockholder approval for the issuance of the shares of common stock underlying the Inducement Warrants as required by the applicable rules and regulations of the Nasdaq Stock Market, and will then be exercisable for a period of five years following the date the Company obtains such stockholder approval. 
 
The Inducement Warrants and the shares of common stock underlying the Inducement Warrants offered in the private placement have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. As part of the transaction, the Company has agreed to file a resale registration statement on Form S-3 with the SEC within thirty days of the closing to register the resale of the shares of common stock issuable upon exercise of the Inducement Warrants.
 
Roth Capital Partners, LLC acted as the Company’s financial advisor in connection with the transactions described above, and will be (i) paid a financial advisory fee equal to 8% of the aggregate gross proceeds received from the Holders’ exercise of the Existing Warrants and (ii) reimbursed an aggregate of $50,000 for its legal expenses.  
 
The foregoing description of the Inducement Letters and the Inducement Warrants does not purport to be complete, and is qualified in its entirety by reference to the full text of the forms thereof, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
 
Item 3.02 Unregistered Sales of Equity Securities.
 
The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On July 1, 2026, the Compensation Committee of the Company’s Board of Directors approved the payment of a bonus to Timothy Warbington, the Company’s Chief Executive Officer, in the amount of $100,000. 
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
4.1
Form of Inducement Warrant
10.1
Form of Inducement Letter
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
  
 
2

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Creative Medical Technology Holdings, Inc.
 

 
 
 

Date: July 2, 2026
By:
/s/ Timothy Warbington
 

 
 
Timothy Warbington, Chief Executive Officer
 

 
 
3