The related-party nature and lack of disclosed share count raise governance concerns. Monitor for any subsequent registration of the issued shares or further insider transactions that could signal additional dilution.
Price Chart
Executive Summary
Creative Medical Technology Holdings (CELZ) acquired an additional 4 million shares of BioDefense, Inc. from affiliate Creative Acquisition Corp. for $200,000 cash and 1 million CELZ shares, increasing its stake from 60% to 80% ownership. The transaction is a related-party deal with CEO Timothy Warbington on both sides, and the CELZ shares issued represent a private placement with dilution to existing shareholders.
Key Financial Metrics
Key Facts
- CELZ purchased 4,000,000 shares of BioDefense common stock from Creative Acquisition Corp. (CAC) for $200,000 cash and 1,000,000 CELZ shares.
- Post-transaction, CELZ owns 16,000,000 BioDefense shares (80% of outstanding); CAC retains 4,000,000 shares (20%).
- CEO Timothy Warbington is Chairman/CEO of both CELZ and CAC, and indirectly owns all CAC shares — the deal is a related-party transaction.
- The 1,000,000 CELZ shares were issued in an unregistered private placement under Section 4(a)(2) of the Securities Act.
- The filing does not disclose CELZ's total outstanding shares, preventing calculation of dilution percentage.
Financial Impact
Total consideration of $200,000 cash plus 1,000,000 CELZ shares (value undisclosed) for a controlling stake increase in BioDefense. Dilution to existing CELZ shareholders from the share issuance is certain but unquantifiable without share count.
Risk Factors
- Related-party transaction with CEO on both sides raises conflict-of-interest concerns.
- Dilution from 1,000,000 new CELZ shares is certain; magnitude depends on total outstanding shares not disclosed in this filing.
- BioDefense is a private company — no public market or valuation data provided to assess the deal's fairness.
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001477932-26-005805 |
| Document: celz_8k.htm | 0001477932-26-005805 |
| Document: 0001477932-26-005805-index-headers.html | 0001477932-26-005805 |
| Document: 0001477932-26-005805-index.html | 0001477932-26-005805 |
| Document: 0001477932-26-005805.txt | 0001477932-26-005805 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 1, 2026 24d ago | SC 13D | $0.9464 $0.9200 | ▼ −2.79% | ▼ −3.46% | $0.7120 (−24.77%) |
Sep 25, 2026 4w ago | 8-K | $1.01 $0.9652 | ▼ −4.44% | ▼ −4.25% | $0.7120 (−29.50%) |
Sep 17, 2026 5w ago | Press Release | $0.8775 $0.9659 | ▲ +10.07% | ▲ +10.19% | $0.7120 (−18.86%) |
Aug 20, 2026 9w ago | Press Release | $1.28 $1.31 | ▲ +2.34% | ▲ +1.93% | $0.7120 (−44.37%) |
Jul 1, 2026 16w ago | Press Release | $1.27 $1.21 | ▼ −4.72% | ▼ −4.59% | $0.7120 (−43.94%) |
Jun 30, 2026 16w ago | Press Release | $1.45 $1.27 | ▲ +12.41% | ▲ +12.28% | $0.7120 (+50.90%) |
Jun 26, 2026 17w ago | S-1/A | $0.8102 $1.45 | ▼ −78.97% | ▼ −78.19% | $0.7120 (+12.12%) |
Jun 25, 2026 17w ago | S-1 | $1.20 $0.8102 | ▼ −32.48% | ▼ −34.13% | $0.7120 (−40.67%) |
Jun 22, 2026 18w ago | Press Release | $1.93 $1.97 | ▲ +2.07% | ▲ +3.52% | $0.7120 (−63.11%) |
US Market Status
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