This is an insider control filing, not an activist campaign. The CEO's increased stake aligns his interests with shareholders, but the 1M-share issuance to CAC is dilutive to existing holders. Monitor the August 28 special meeting vote on the share increase and warrant exercise — passage would enable significant future dilution.
Price Chart
Executive Summary
CEO Timothy Warbington and his entity Creative Acquisition Corp. filed a Schedule 13D disclosing beneficial ownership of 13.7% of CELZ common stock. The filing stems from a September 24, 2026 Stock Purchase Agreement where the Issuer acquired 4,000,000 shares of BioDefense, Inc. from CAC in exchange for $200,000 cash and 1,000,000 restricted CELZ shares. This is an insider control filing, not an activist campaign — Warbington is already CEO and the stated purpose is investment, with no plans for board changes, strategic review, or sale.
Key Financial Metrics
Key Facts
- Timothy Warbington (CEO) and Creative Acquisition Corp. filed Schedule 13D on October 1, 2026
- Warbington beneficially owns 1,040,762 shares (13.7% of 7,592,557 outstanding shares)
- CAC owns 1,000,000 shares (13.2%) received in a September 24, 2026 Stock Purchase Agreement
- Issuer acquired 4,000,000 shares of BioDefense, Inc. from CAC for $200,000 cash + 1,000,000 CELZ shares
- No plans for board changes, strategic review, sale, or other Item 4 actions stated
- A special meeting on August 28, 2026 seeks approval to increase authorized shares from 25M to 100M and exercise warrants for 5,580,680 shares
Financial Impact
Issuer paid $200,000 cash and 1,000,000 CELZ shares (13.2% of outstanding) for 4M BioDefense shares (80% ownership). No financial terms of BioDefense disclosed.
Risk Factors
- Massive potential dilution: proposed authorized share increase from 25M to 100M (4x) and warrant exercise for 5.58M additional shares
- CEO now controls 13.7% — combined with insider board control, minority shareholders have limited recourse
- BioDefense acquisition terms undisclosed — no revenue, assets, or valuation provided for the 80% stake
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC 13D Filing (Primary) | 0001477932-26-005959 |
| Document: 0001477932-26-005959-index-headers.html | 0001477932-26-005959 |
| Document: 0001477932-26-005959-index.html | 0001477932-26-005959 |
| Document: 0001477932-26-005959.txt | 0001477932-26-005959 |
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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