Every material Form 8-K BioStem Technologies, Inc. has filed with the SEC since August 12, 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
On September 29, 2026, BioStem Technologies agreed to sell 735,296 shares at $4.08 per share, with Series A and Series B warrants, for approximately $3.0 million in gross proceeds before fees; the deal closed September 30, 2026. The filing also says a $10.0 million Clearance Payment owed to BioTissue, due by September 15, 2026, has not been made, and the company is in ongoing talks about its timing and terms. Shareholders face potential dilution from the new shares and warrants, along with an unpaid obligation.
735,296 shares at $4.08 per share, plus Series A and Series B warrants each for up to 735,296 shares at a $3.83 exercise price
Gross proceeds of approximately $3.0 million before placement agent fees; H.C. Wainwright received a cash fee of 7.0% of gross proceeds
Private placement closed September 30, 2026; resale registration statement due within 30 calendar days of the registration rights agreement
$10.0 million Clearance Payment to BioTissue was due by September 15, 2026 and had not been paid as of the filing date
BioStem Technologies entered a common stock purchase agreement with Roth Principal Investments that lets the company sell up to $40 million of its common stock at its own discretion over up to 36 months after a resale registration statement becomes effective. The company is under no obligation to sell any shares, and the filing notes potential dilution to existing shareholders from any sales.
Company may sell up to $40 million of common stock to Roth Principal Investments, at its sole discretion, with no obligation to sell.
A registration statement would cover the resale of up to 12,050,000 shares by Roth Principal Investments.
Without shareholder approval, the company may not issue more than 3,585,375 shares (19.99%) unless the average price meets $4.3056.
Certain purchases are priced at a fixed 3.0% discount to VWAP, and the company paid a $400,000 cash commitment fee.
BioStem Technologies reported second quarter 2026 results on August 12, 2026, with net revenue of $7.9 million, up 29% from $6.1 million in the first quarter but down from $11.0 million in the second quarter of 2025. The company raised its full-year 2026 revenue guidance to $26 million to $29 million, but posted a GAAP net loss of $9.0 million, or $0.52 per share, and cash and cash equivalents fell to $7.0 million at June 30, 2026.
Net revenue of $7.9 million, up 29% from $6.1 million in Q1 2026 and down from $11.0 million in Q2 2025
GAAP net loss of $9.0 million, or $0.52 per share, versus net income of $10,613 in Q2 2025; gross margin 61% versus 94% a year earlier
Full-year 2026 revenue guidance raised to $26 million to $29 million from $25 million to $29 million
Cash and cash equivalents of $7.0 million at June 30, 2026, compared with $13.7 million at the end of Q1 2026
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
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