Monitor the offering's closing and actual proceeds raised — the best-efforts structure with no minimum means the company may raise far less than the $5.34M target. Track progress of the CELZ-201 ADAPT and CREATE-1 clinical trials for catalysts. The large warrant overhang (6.1M shares at $7.72 exercise price vs. $1.97 market price) is deeply out-of-the-money and unlikely to be exercised, but the new public warrants (2 warrants per share at an undisclosed exercise price) could create future dilution if the stock appreciates.
Executive Summary
Creative Medical Technology Holdings (CELZ) filed an S-1 registration statement for a best-efforts public offering of up to 3,045,685 shares of common stock and warrants to purchase up to 6,091,371 shares, plus pre-funded warrants, at an assumed combined price of $1.97 per share. The company is a clinical-stage biotechnology firm developing regenerative therapies for diabetes, chronic lower back pain, and other indications, with no approved products and minimal revenue. The offering is expected to raise approximately $5.34M in net proceeds to fund ongoing clinical trials and working capital, but there is no minimum offering amount, so proceeds could be substantially less.
Key Financial Metrics
Key Facts
- Best-efforts offering of up to 3,045,685 shares of common stock and warrants to purchase up to 6,091,371 shares, plus pre-funded warrants
- Assumed public offering price of $1.97 per share and accompanying warrant, based on June 23, 2026 closing price
- Estimated net proceeds of approximately $5.34M, but no minimum offering amount required to close
- Proceeds to fund Phase I/II clinical trials for chronic lower back pain (CELZ-201 ADAPT) and Type 1 Diabetes (CELZ-201 CREATE-1), plus iPSC program development
- Company had $5.72M cash as of March 31, 2026; pro forma cash after offering ~$11.06M
- 3,696,668 shares outstanding pre-offering; 6,742,353 pro forma (assuming no pre-funded warrants exercised)
- Existing warrants outstanding for 6,097,915 shares at weighted-average exercise price of $7.72 per share
- Roth Capital Partners acting as placement agent with 8.0% cash commission
- 90-day lock-up for officers and directors; 180-day restriction on variable rate transactions
- Company is a clinical-stage biotech with no approved products and minimal revenue
Financial Impact
Up to ~$6.0M gross proceeds at assumed price ($1.97 × 3,045,685 shares), with estimated net proceeds of ~$5.34M after 8% placement agent fees and ~$180K expenses. Actual proceeds may be substantially less due to best-efforts nature with no minimum.
Risk Factors
- Best-efforts offering with no minimum — may raise substantially less than $5.34M, potentially insufficient to fund operations through December 2027 as estimated
- Clinical-stage company with no approved products, no revenue, and history of operating losses (accumulated deficit of $71.99M)
- Immediate dilution of $0.37 per share to new investors (23% dilution from offering price of $1.97 to pro forma book value of $1.60)
- Existing warrant overhang of 6.1M shares at $7.72 exercise price — deeply out-of-the-money but could create selling pressure if stock rallies
- Nasdaq continued listing risk — company has a small market cap ($7M) and may face minimum bid price or other compliance issues
- Pre-revenue biotech with high cash burn rate — will need additional capital beyond this offering to complete clinical development and achieve regulatory approval
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-1 Filing (Primary) | 0001477932-26-004010 |
| Document: celz_ex1013.htm | 0001477932-26-004010 |
| Document: celz_ex41.htm | 0001477932-26-004010 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 1, 2026 25d ago | SC 13D | $0.9464 $0.9200 | ▼ −2.79% | ▼ −3.46% | $0.6975 (−26.30%) |
Sep 25, 2026 4w ago | 8-K | $1.01 $0.9652 | ▼ −4.44% | ▼ −4.25% | $0.6975 (−30.94%) |
Sep 17, 2026 5w ago | Press Release | $0.8775 $0.9659 | ▲ +10.07% | ▲ +10.19% | $0.6975 (−20.51%) |
Aug 20, 2026 9w ago | Press Release | $1.28 $1.31 | ▲ +2.34% | ▲ +1.93% | $0.6975 (−45.51%) |
Jul 1, 2026 16w ago | Press Release | $1.27 $1.21 | ▼ −4.72% | ▼ −4.59% | $0.6975 (−45.08%) |
Jun 30, 2026 17w ago | Press Release | $1.45 $1.27 | ▲ +12.41% | ▲ +12.28% | $0.6975 (+51.90%) |
Jun 26, 2026 17w ago | S-1/A | $0.8102 $1.45 | ▼ −78.97% | ▼ −78.19% | $0.6975 (+13.91%) |
Jun 25, 2026 17w ago | S-1 | $1.20 $0.8102 | ▼ −32.48% | ▼ −34.13% | $0.6975 (−41.88%) |
Jun 22, 2026 18w ago | Press Release | $1.93 $1.97 | ▲ +2.07% | ▲ +3.52% | $0.6975 (−63.86%) |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers