EXHIBIT 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.03 Material Modification to Rights of Security Holders.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Following the approval of the Board of Directors of Creative Medical Technology Holdings, Inc., a Nevada corporation (the “Company”), the Company effected a reverse stock split of its common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-500 (the “Reverse Stock Split”). The Reverse Stock Split was effected by the filing of a Certificate of Change Pursuant to NRS 78.209 (the “Certificate”) with the Secretary of State of the State of Nevada on November 8, 2021. In addition to effecting the Reverse Stock Split, the filing of the Certificate reduces the authorized number of shares of the Company’s Common Stock from 25 billion to 50 million. A copy of the Certificate has been filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split will become effective with FINRA (the Financial Industry Regulatory Authority) in the marketplace at the open of business on November 10, 2021 (the “Effective Date”), whereupon the shares of Common Stock will begin trading on a split-adjusted basis. On the Effective Date, the Company’s trading symbol will change to “CELZD” for a period of 20 business days or until the Common Stock is listed on The Nasdaq Capital Market, whichever comes first, after which the “D” will be removed from the trading symbol. In connection with the Reverse Stock Split, the CUSIP number for the Company’s Common Stock will change to 22529Y 309.
Split Adjustment; No Fractional Shares. As a result of the Reverse Stock Split, the total number of shares of the Company’s Common Stock held by each stockholder will be converted automatically into the number of whole shares of Common Stock equal to (i) the number of shares of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 500, rounded up (if applicable) to the next whole number. No fractional shares will be issued, and no cash or other consideration will be paid in connection with the Reverse Stock Split. Instead, the Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.
Certificates. Stockholders who hold their shares in electronic form do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their accounts. Stockholders holding paper certificates may (but are not required to) send their certificates to the Company’s transfer agent at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the Reverse Stock Split to each requesting stockholder.
vStock Transfer, LLC
18 Lafayette Place
Woodmere, NY 11598
Phone: (212) 828-8436
Facsimile: (646) 536-3179
Immediately after the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain unchanged except for minor adjustments that may result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of Common Stock will be unaffected by the Reverse Stock Split.
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Item 8.01 Other Events.
On November 9, 2021, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: November 9, 2021 | By: | /s/ Timothy Warbington |
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| Timothy Warbington, Chief Executive Officer |
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EXHIBIT 3.1
EXHIBIT 99.1
Creative Medical Technology Holdings Announces Implementation of Reverse Stock Split in Preparation for Planned Uplisting to The Nasdaq Capital Market
November 9, 2021 Phoenix, AZ (OTC-CELZ) Creative Medical Technology Holdings, Inc. (the “Company”), a commercial stage biotechnology company focused on immunology, urology, neurology and orthopedics using adult stem cell treatments and interrelated regenerative technologies for the treatment of multiple indications, today announced its intention to effect a 1-for-500 reverse split of its common stock in preparation for a planned listing of the Company’s securities on The Nasdaq Capital Market (“Nasdaq”). The reverse stock split will become effective at the open of business on Wednesday, November 10, 2021, and the Company’s common stock will begin trading on the OTC Markets system on a split-adjusted basis under the temporary ticker symbol “CELZD” at that time. The fifth character “D” will remain appended to the Company’s symbol for 20 business days or until the Company is listed on Nasdaq, whichever comes first, at which point the Company’s trading symbol will revert back to “CELZ.” The new CUSIP number for the Company’s common stock is 22529Y 309.
The Company has filed an application to list its common stock and warrants on Nasdaq. The reverse stock split is intended to enable the Company to meet the stock price requirement for initial listing on The Nasdaq Capital Market.
“Our plan to list on the Nasdaq Capital Market is an important step forward for the Company. We believe that a listing on Nasdaq will raise our profile to the broader investment community, and ultimately create shareholder value,” stated Timothy Warbington, Chief Executive Officer.
Upon effectiveness of the reverse stock split, every 500 shares of the Company’s common stock outstanding will be converted into one share of common stock, with any fractional shares rounded up to one whole share. Accordingly, the number of shares of common stock outstanding following the reverse stock split will be reduced from 1,226,141,742 shares to 2,452,348 shares. The reverse split will uniformly impact all stockholders, as it will not alter any stockholder’s percentage equity interest in the Company, and not result in any dilution, except to the extent that the reverse split results in a stockholder owning a fractional share.
About Creative Medical Technology Holdings
Creative Medical Technology Holdings, Inc. is a commercial stage biotechnology company specializing in regenerative medicine/stem cell technology in the fields of immunotherapy, urology, neurology and orthopedics and is currently listed on the OTC under the ticker symbol CELZ. For further information about the company go to www.creativemedicaltechnology.com.
Forward-Looking Statements
This press release contains “forward-looking statements” about the company’s current expectations about future results, performance, prospects and opportunities. Statements that are not historical facts, such as “anticipates,” “believes” and “expects” or similar expressions, are forward-looking statements. These statements are subject to a number of risks, uncertainties and other factors that could cause actual results in future periods to differ materially from what is expressed in, or implied by, these statements. The factors which may influence the company’s future performance include the company’s ability to obtain additional capital to expand operations as planned, success in attracting additional customers, obtaining necessary regulatory approvals, enrollment of adequate numbers of patients in clinical trials, and unforeseen difficulties in showing efficacy of the company’s products. These and other risk factors are described from time to time in the company’s filings with the Securities and Exchange Commission, including, but not limited to, the company’s reports on Forms 10-K and 10-Q. Unless required by law, the company assumes no obligation to update or revise any forward-looking statements as a result of new information or future events.
https://creativemedicaltechnology.com/
www.CaverStem.com
www.FemCelz.com
www.StemSpine.com
www.immcelz.com
Contact:
Timothy Warbington
Chief Executive Officer
ceo@creativemedicalhealth.com
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