CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.
For the period ended Jul 19, 2024. Filed Jun 5, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 19, 2024 · Filed Jun 5, 2024
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DEF 14A 1 celz_pre14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-2 |
CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on July 19, 2024
Dear Stockholders of Creative Medical Technology Holdings, Inc.:
We are pleased to invite you to attend our 2024 Annual Meeting of Stockholders to be held on July 19, 2024, at 9:00 a.m. Pacific Standard Time at 440 Stevens Avenue, Suite #200, Solana Beach, CA 92075 (the “Annual Meeting”). The Annual Meeting is being held for the following purposes:
| 1. | To elect five directors to our Board of Directors to serve until the next Annual Meeting of Stockholders or until their successors have been duly elected or appointed and qualified; |
| 2. | To approve an amendment to our Articles of Incorporation increasing the number of our authorized shares of Common Stock from 5,000,000 shares to 25,000,000 shares; |
| 3. | To approve, on a nonbinding advisory basis, the compensation of our named executive officers; |
| 4. | To ratify the appointment of Haynie & Company, as our independent registered public accountants for the fiscal year ending December 31, 2024; and |
| 5. | To transact such other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Our Board of Directors has fixed the close of business on June 3, 2024 as the record date for the Annual Meeting. Only stockholders of record as such date may vote at the Annual Meeting or any postponements or adjournments of the meeting. This notice of annual meeting, proxy statement, and form of proxy are being made available on or about June 7, 2024.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we would like for your shares to be represented. Please vote as soon as possible via the Internet, telephone, or mail.
Sincerely,
Timothy Warbington Chief Executive Officer
June 4, 2024
Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting To Be Held on July 19, 2024: This Proxy Statement, along with the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, is available at the following website: www.proxyvote.com.
PROXY STATEMENT
CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.
2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On July 19, 2024
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING | 2 |
| DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE | 7 |
| EXECUTIVE COMPENSATION | 11 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 15 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 18 |
| PROPOSAL ONE: ELECTION OF DIRECTORS | 19 |
| PROPOSAL TWO: APPROVAL OF AN AMENDMENT TO OUR ARTICLES OF INCORPORATION INCREASING THE NUMBER OF OUR AUTHORIZED SHARES OF COMMON STOCK FROM 5,000,000 SHARES TO 25,000,000 SHARES | 20 |
| PROPOSAL THREE: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 21 |
| PROPOSAL FOUR: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 22 |
| AUDIT COMMITTEE REPORT | 23 |
| OTHER MATTERS | 23 |
PROXY STATEMENT
FOR 2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 9:00 a.m. Pacific Standard Time on July 19, 2024
This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors (the “Board” or “Board of Directors”) for use at the 2024 annual meeting of stockholders of Creative Medical Technology Holdings, Inc., a Nevada corporation, and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held on July 19, 2024 at 9:00 a.m. Pacific Standard Time at 440 Stevens Avenue, Suite #200, Solana Beach, CA 92075. References in this Proxy Statement to “we,” “us,” “our,” the “Company” or “Creative Medical Technology Holdings” refer to Creative Medical Technology Holdings, Inc.
The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our Annual Report is first being mailed on or about June 7, 2024 to all stockholders entitled to vote at the Annual Meeting.
THE INFORMATION PROVIDED IN THE “QUESTION AND ANSWER” FORMAT BELOW IS FOR YOUR CONVENIENCE ONLY AND IS MERELY A SUMMARY OF THE INFORMATION CONTAINED IN THIS PROXY STATEMENT. YOU SHOULD READ THIS ENTIRE PROXY STATEMENT CAREFULLY.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.