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AI brief of an SEC Form 8-K · BioStem Technologies, Inc. (BSEM)

BioStem Technologies sets up $40 million equity facility with Roth Principal Investments

Neutral Impact 3 of 5 financing Written later

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.

Key points

  • 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.

The filing

CompanyBioStem Technologies, Inc. (BSEM)
Form8-K, current report
Filed with the SECSep 18, 2026, 4:15 PM ET
Accession number0001193125-26-395556

Items reported: 1.01 Material Definitive Agreement3.02 Unregistered Equity Sale7.01 Regulation FD Disclosure

Read the filing on SEC.gov ↗

Written by AI on Nov 9, 2026, 8:53 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on September 18, 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.