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CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.

(CELZ)
  Report
Delayed Nasdaq  -  03:58:42 2023-01-27 pm EST
0.5600 USD   +3.70%
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CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

05/04/2022 | 04:17pm EST

Item 1.01. Entry into a Material Definitive Agreement.

On May 3, 2022, Creative Medical Technology Holdings, Inc. (the "Company") completed the sale of (i) 2,991,669 shares of the Company's common stock (the "Common Stock"), and pre-funded warrants to purchase 4,563,887 shares of Common Stock (the "Pre-Funded Warrants"), and (ii) accompanying warrants to purchase 15,111,112 shares of Common Stock (the "Common Warrants"), at a combined offering price of $2.25 per share of Common Stock/Pre-Funded Warrant and related Common Warrant, to a group of institutional investors (the "Purchasers"), pursuant to a Securities Purchase Agreement between the Company and the Purchasers dated as of April 29, 2022 (the "Purchase Agreement"), resulting in gross proceeds to the Company of approximately $17,000,000. The transaction was effected pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) promulgated thereunder.

The Common Warrants have a five-year term, and an exercise price of $2.00 per share. The Pre-Funded Warrants do not expire, and have an exercise price of $0.0001 per share.

Roth Capital Partners ("Roth"), acted as sole placement agent for the offering. The Company paid Roth a placement agent fee in the amount $1,360,000, and issued Roth a warrant to purchase 1,133,333 shares of Common Stock with the same terms as the Common Warrants issued to the Purchasers.

Pursuant to the Purchase Agreement, the Company and the Purchasers entered into a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which the Company has agreed to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission to register the resale of the shares of Common Stock issued in the offering and the shares of Common Stock underlying the Common Warrants and Pre-Funded Warrants. In addition, the Company's directors and officers entered into Lock-Up Agreements under which they have agreed not to sell any of their securities of the Company until 90 days following after the earliest of (i) the effective date of the Registration Statement, and (ii) the date all of the securities issued in the offering have been sold under Rule 144, or may be sold under Rule 144 without the Company being in compliance with the current public information requirement under such rule, and without any volume limitation.

The information set forth above is qualified in its entirety by reference to the actual terms of the Purchase Agreement, the Registration Rights Agreement, the Pre-Funded Warrants and the Common Warrants, which are filed as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, and which are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 is incorporated herein by reference.




2

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.


Exhibit Form of Pre-Funded Common Stock Purchase Warrant issued under 4.1 Securities Purchase Agreement dated as of April 29, 2022 between

Creative Medical Technology Holdings, Inc. and the purchasers named

therein

Exhibit Form of Common Stock Purchase Warrant issued under Securities 4.2 Purchase Agreement dated as of April 29, 2022 between Creative Medical

Technology Holdings, Inc. and the purchasers named therein

Exhibit Securities Purchase Agreement dated as of April 29, 2022 between 10.1 Creative Medical Technology Holdings, Inc. and the purchasers named

therein


  Exhibit   Registration Rights Agreement dated as of April 29, 2022 between
10.2      Creative Medical Technology Holdings, Inc. and the purchasers named
          therein

Exhibit   Cover Page Interactive Data File (embedded within the Inline XBRL
104       document)





3

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Financials (USD)
Sales 2022 0,43 M - -
Net income 2022 -6,54 M - -
Net Debt 2022 - - -
P/E ratio 2022 -0,92x
Yield 2022 -
Capitalization 7,88 M 7,88 M -
Capi. / Sales 2022 18,2x
Capi. / Sales 2023 9,55x
Nbr of Employees 4
Free-Float 97,5%
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Number of Analysts 1
Last Close Price 0,56 $
Average target price 10,00 $
Spread / Average Target 1 686%
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Managers and Directors
Timothy Warbington Chief Executive Officer & Director
Thomas E. Ichim President & Director
Donald F. Dickerson Chief Financial Officer, Director & Senior VP
Amit Nilkanth Patel Director
Annette Marleau Senior Vice President
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