CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.
For the period ended Dec 31, 2025. Filed Mar 20, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 20, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
For the fiscal year endedDecember 31, 2025
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from __________ to __________
Commission File Number:000-53500
CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
| Nevada | 87-0622284 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 211 E Osborn Road, Phoenix, AZ | 85012 |
|---|---|
| (Address of principal executive offices) | (Zip Code) |
Issuer’s telephone number, including area code:(480) 399-2822
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | CELZ | The NASDAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated Filer | ☒ | Smaller reporting company | ☒ |
| 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 ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No ☒
As of June 30, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates was $4,633,334 based on the closing price on the NASDAQ market of such common stock on such date.
As of March 20, 2026, there were 3,696,668 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for the registrant’s 2025 Annual Meeting of Stockholders which will be filed with the Commission no later than 120 days after the registrant’s fiscal year ended December 31, 2025, are incorporated by reference into Part III of this report.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
The information contained in this Annual Report on Form 10-K contains certain forward-looking statements. All statements other than statements of historical facts contained or incorporated by reference in this Annual Report, including statements regarding our future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “will,” “may,” “future,” “plan,” “intend” and “expect” and similar expressions generally identify forward-looking statements. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Although we believe that our plans, intentions and expectations reflected in the forward-looking statements are reasonable, we cannot be sure that they will be achieved. Particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include: our history of losses; our inability to receive regulatory approval for our products; later discovery of previously unknown problems; reliance on third parties; competition between us and other companies in the industry; delays in the development of products; our ability to raise additional capital; continued services of our executive management team; and statements of assumption underlying any of the foregoing, as well as other factors set forth under the caption**“Risk Factors”**. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing. Except as required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
ANNUAL REPORT ON FORM 10-K
For the Year Ended December 31, 2025
Table of Contents
| Item | Description | Page |
|---|---|---|
| Part I | ||
| 1. | Business | 4 |
| 1A. | Risk Factors | 22 |
| 1B. | Unresolved Staff Comments | 32 |
| 1C | Cybersecurity | 32 |
| 2. | Properties | 33 |
| 3. | Legal Proceedings | 33 |
| 4. | Mine Safety Disclosures | 33 |
| Part II | ||
| 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 34 |
| 6. | Selected Financial Data | 37 |
| 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 37 |
| 7A. | Quantitative and Qualitative Disclosures About Market Risk | 44 |
| 8. | Financial Statements and Supplementary Data | F-1 |
| 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 45 |
| 9A. | Controls and Procedures | 45 |
| 9B. | Other Information | 45 |
| Part III | ||
| 10. | Directors, Executive Officers and Corporate Governance | 46 |
| 11. | Executive Compensation | 46 |
| 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 46 |
| 13. | Certain Relationships and Related Transactions and Director Independence | 46 |
| 14. | Principal Accountant Fees and Services | 46 |
| Part IV | ||
| 15. | Exhibits, Financial Statement Schedules | 47 |
| Signatures | 48 | |
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