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CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.

For the period ended Dec 31, 2025. Filed Mar 20, 2026.

View on SEC.gov

About this filing

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

CELZ$0.62+2.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-03-14.

0001477932-25-001736

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-03-20.

0001477932-26-001517

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 49 previous paragraphs and 60 current paragraphs.

34 unchanged; 14 reworded; 12 added; 1 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 3 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (12)

Current report

In February, 2025 we announced an expanded agreement with Greenstone Biosciences Inc. to leverage Artificial Intelligence (AI) in further developing our human induced pluripotent stem cell (iPSC) platform for diabetes treatment. The strategic collaboration is expected to extended the progress made on our proprietary hypoimmune iPSC technology, including our iPSC-derived pancreatic islet cells. The innovative cell lines, developed from Good Manufacturing Practice (GMP) grade human perinatal cells, are currently being used in clinical trials. By integrating AI-driven drug discovery, the partnership aims to identify small molecules that enhance insulin secretion, further refining the therapeutic potential of our hypoimmunogenic iPSC-derived pancreatic islet cells. Additionally, the program is expected to implement multi-gene editing to develop next generation hypoimmune iPSC lines with enhanced stealth, survival, and differentiation capabilities. These advancements will not only optimize pancreatic islet cell function but also expand the platform’s applications to other regenerative therapies, addressing critical unmet medical needs.

Current report

In March, 2025 we announced the FDA had cleared an expanded dose escalation for our ongoing Phase 1/2 trial of StemSpine® using AlloStem™ (CELZ-201-DDT). This regulatory milestone followed compelling interim blinded data demonstrating statistically significant pain reduction and improved mobility among trial participants.

Current report

In August, 2025 we announced the FDA granted Fast Track designation to its lead investigational therapy, CELZ-201-DDT. This designation positions CELZ-201-DDT among a select group of therapies recognized for their potential to address serious medical conditions with high unmet need. Fast Track status enables us to benefit from accelerated FDA interactions, rolling Biologics License Application (BLA) submissions, and eligibility for priority review—potentially expediting the path to market and patient access.

Current report

In October, 2025 we announced the launch of the BioDefense Inc. Veterans Initiative, believed to be a first-of-its-kind national program to combat the devastating long-term effects of toxic burn pit exposure among U.S. service members. To execute this initiative, we entered into an agreement with Greenstone Biosciences, Inc., as the exclusive AI and iPSC development partner. We are executing a national program which will provide the critical data infrastructure to:

Current report

Under this partnership, Greenstone will deploy advanced molecular-sequencing, proteomic profiling, and machine-learning algorithms to analyze cellular data from service members exposed to burn pits. These AI-integrated systems will accelerate the creation of predictive exposure models and precision-engineered regenerative therapies—a groundbreaking leap in both biodefense and AI-enabled medicine.

Current report

In November, 2025, the Company contributed $43,200 to the capital of Bionance, which, together with Mr. Warbington’s contribution of $10,800, was used to fund Bionance’s $54,000 investment in a convertible promissory note and warrants to purchase common stock issued by Applife Digital Solutions, Inc. To date, the Company has not made any other capital contributions to Bionance, and Bionance has not made any other investments.

Current report

In December, 2025 we announced the successful completion of patient enrollment on the ADAPT clinical trial evaluating CELZ-201 (Olastrocel). This enables us to transition the ADAPT program into its next phase focused on follow-up, and data analysis.

Current report

On March 6, 2025 entered into warrant exercise inducement agreements with holders of existing warrants for the exercise of outstanding warrants to purchase an aggregate of 837,104 shares of common stock of the Company originally issued in October 2024 at the exercise price of $4.42 per share. The aggregate gross proceeds from the exercise of the existing warrants was $3.7 million, before deducting financial advisory fees. The new warrants are exercisable for an aggregate of up to 1,674,208 shares of common stock, at an exercise price of $3.75 per share, for a period of five years following shareholder approval of the exercise price of the warrants that occurred on May 5, 2025.

Current report

On October 29, 2025 we entered into warrant exercise inducement agreements with certain holders of existing warrants for the exercise of outstanding warrants to purchase an aggregate of 1,116,136 shares of common stock of the Company originally issued in March 2025, at the exercise price of $3.75 per share. The aggregate gross proceeds from the exercise of the existing warrants was approximately $4.2 million, before deducting financial advisory fees. The new warrants are exercisable for an aggregate of up to 2,790,340 shares of common stock, at an exercise price of $2.86 per share. The new warrants are exercisable for a period of five years following shareholder approval of the exercise of the warrants that occurred on December 26, 2025.

Current report

Selling, General and Administrative Expenses. General and administrative expenses for the year ended December 31, 2025, totaled $3,763,497, in comparison with $3,239,232 for the comparable period a year ago. The increase of $524,265, or 16% is primarily due to increases of $349,363 in salaries tied to timing of bonus payments, $229,650 in increased marketing expenses, and $50,717 in timing of general liability insurance payments, offset by an $89,475 decrease in D&O insurance premiums.

Current report

On March 6, 2025 entered into warrant exercise inducement agreements with holders of existing warrants for the exercise of outstanding warrants to purchase an aggregate of 837,104 shares of common stock of the Company originally issued in October 2024 at the exercise price of $4.42 per share, in exchange for the issuance of new warrants. The aggregate gross proceeds from the exercise of the existing warrants was $3.7 million, before deducting financial advisory fees. The new warrants were exercisable for an aggregate of up to 1,674,208 shares of common stock, at an exercise price of $3.75 per share, for a period of five years following shareholder approval of the exercise price of the warrants that occurred on May 5, 2025.

Current report

On October 29, 2025 we entered into warrant exercise inducement agreements with holders of existing warrants for the exercise of outstanding warrants to purchase an aggregate of 1,116,136 shares of common stock of the Company originally issued in March 2025, at the exercise price of $3.75 per share, in exchange for the issuance of new warrants. The aggregate gross proceeds from the exercise of the existing warrants was approximately $4.2 million, before deducting financial advisory fees. The new warrants are exercisable for an aggregate of up to 2,790,340 shares of common stock, at an exercise price of $2.86 per share. The new warrants are exercisable for a period of five years following shareholder approval of the exercise of the warrants that occurred on December 26, 2025. In addition, in connection with this transaction, the Company agreed to (i) reduce the exercise price of certain warrants issued in May 2022 and December 2021 to $4.73 per share, and (ii) issue warrants to purchase up to 279,036 shares of common stock in the same form as the issued warrants, to an investor that consented to the transaction.
Removed paragraphs (1)

Previous report

Selling, General and Administrative Expenses. General and administrative expenses for the year ended December 31, 2024, totaled $3,239,232, in comparison with $3,560,309 for the comparable period a year ago. The decrease of $321,077, or 9% is primarily due to reductions of $200,553 in salaries and wages, and $68,559 in Director and Officer insurance premiums and $118,500 in consulting services offset by $87,174 in increased operations expenses.
Reworded paragraphs (14)

Previous wording

We are a commercial stage biotechnology company dedicated to the advancement of identifying and translating novel biological therapeutics in the fields of immunotherapy, endocrinology, urology, neurology and orthopedics. Our platforms, therapies and products include the following:

Current wording

We are a commercial stage biotechnology company dedicated to the advancement of regenerative therapies in the fields of immunotherapy, endocrinology, urology, neurology and orthopedics. Our platforms, therapies and products include the following:

Previous wording

Gross Revenue. We generated $11,000 in gross revenue for the year ended December 31, 2024, in comparison with $9,000 for the comparable period a year ago. The increase of $2,000 or 22% is due to a slight increase in CaverStem® sales. Management is currently re-evaluating the marketing strategy for the Caverstem® and FemCelz® products.** **We are exploring options to achieve market penetration and product profitability with a number of potential partners. However, there can be no assurance that the Company will be successful in that regard.

Current wording

Gross Revenue. We generated $6,000 in gross revenue for the year ended December 31, 2025, in comparison with $11,000 for the comparable period a year ago. The decrease of $5,000 or 46% is due to a slight decrease in CaverStem® sales. Management is currently re-evaluating the marketing strategy for the Caverstem® and FemCelz® products. We are exploring options to achieve market penetration and product profitability with a number of potential partners. However, there can be no assurance that the Company will be successful in that regard.

Previous wording

Cost of Goods Sold. We generated $4,400 in cost of goods sold for the year ended December 31, 2024, in comparison with $3,600 for the comparable period a year ago. The increase of $800 or 22% is due to the increase in revenue as described above.

Current wording

Cost of Goods Sold. We generated $2,194 in cost of goods sold for the year ended December 31, 2025, in comparison with $4,400 for the comparable period a year ago. The decrease of $2,206 or 50% is due to the decrease in revenue as described above.

Previous wording

Gross Profit/(Loss). We generated $6,600 in gross profit for the year ended December 31, 2024, in comparison with $5,400 in gross profit for the comparable period a year ago. The increase of $1,200 or 22% is due to the increase in revenue.

Current wording

Gross Profit/(Loss). We generated $3,806 in gross profit for the year ended December 31, 2025, in comparison with $6,600 in gross profit for the comparable period a year ago. The decrease of $2,794 or 42% is due to the decrease in revenue.

Previous wording

Research and Development Expenses. Research and development expenses for the year ended December 31, 2024, totaled $2,400,777 in comparison to $1,970,639 for the comparable period a year ago. The increase of $430,138, or 22% was primarily due to the ramp-up of the CELZ-201-ADAPT spine trial and the development of our iPSC cell line in partnership with Greenstone Biosciences Inc.

Current wording

Research and Development Expenses. Research and development expenses for the year ended December 31, 2025, totaled $2,259,796 in comparison to $2,400,777 for the comparable period a year ago. The decrease of $140,981, or 6% was primarily due to the CELZ-201-ADAPT spine trial completing recruitment and dosing, going into follow-up visits and timing in the development of our iPSC cell line in partnership with Greenstone Biosciences Inc.

Previous wording

Operating Loss. For the reasons stated above, our operating loss for the year ended December 31, 2024, was $5,743,861 in comparison with $5,620,132 for the comparable period a year ago.

Current wording

Operating Loss. For the reasons stated above, our operating loss for the year ended December 31, 2025, was $6,142,814 in comparison with $5,743,861 for the comparable period a year ago.

Previous wording

Other Income. Other income for the year ended December 31, 2024, totaled $250,380 in comparison with $333,558 for the comparable period a year ago. The decreased income of $83,178 or 25%, is due to a $901,385 reduced balance and lower interest rates on our short-term U.S. treasuries.

Current wording

Other Income. Other income for the year ended December 31, 2025, totaled $147,806 in comparison with $250,380 for the comparable period a year ago. The decreased income of $102,574 or 41%, is due to a $651,655 reduced average balance and lower interest rates on our short-term U.S. treasuries.

Previous wording

Net Income/Loss. For the reasons stated above, our net loss for the year ended December 31, 2024, was $5,493,481 in comparison with a loss of $5,286,574 for the comparable period a year ago.

Current wording

Net Income/Loss. For the reasons stated above, our net loss for the year ended December 31, 2025, was $5,995,008 in comparison with a loss of 5,493,481 for the comparable period a year ago.

Previous wording

Amortization expense of $110,452 was recorded for the year ended December 31, 2024, representing the amortization of the ED, multipotent amniotic fetal stem cell and lower back pain patents and the Jadi Cell patent license agreement based upon the remaining life of the patents and license agreement. There was $94,584 of amortization expense recorded for the period ended December 31, 2023.

Current wording

Amortization expense of $123,327 was recorded for the year ended December 31, 2025, representing the amortization of the ED, multipotent amniotic fetal stem cell and lower back pain patents and the Jadi Cell patent license agreement based upon the remaining life of the patents and license agreement. There was $110,452 of amortization expense recorded for the period ended December 31, 2024.

Previous wording

As of December 31, 2024, we had $5,940,402 of available cash and certificates of deposit and positive working capital of approximately $5,807,659. In comparison, as of December 31, 2023, we had approximately $9,987,058 of available cash and positive working capital of approximately $9,899,504.

Current wording

As of December 31, 2025, we had $7,208,126 of available cash and certificates of deposit and positive working capital of approximately $7,114,134. In comparison, as of December 31, 2024, we had approximately $5,940,402 of available cash and positive working capital of approximately $5,807,659.

Previous wording

***Net Cash used in Operating Activities.***We used cash in our operating activities due to our losses from operations. Net cash used in operating activities was $5,301,292 for the year-ended ended December 30, 2024, in comparison to $8,027,885 for the comparable period a year ago, a decrease of 2,726,593 or 34%. The decrease in cash used in operations was primarily related to a one-time payment of $3,000,000 associated with the acquisition of research assets in 2023.

Current wording

*Net Cash used in Operating Activities.*We used cash in our operating activities due to our losses from operations. Net cash used in operating activities was $5,856,445 for the year-ended ended December 31, 2025, in comparison to $5,301,292 for the comparable period a year ago, a decrease of $555,153 or 10%. The increase in cash used in operations was primarily related to increased operating expenses.

Previous wording

Net Cash used in Investing Activities*.* Cash provided from investing activities was $6,320,191 for the year ended December 31, 2024, primarily due to $6,520,191 in net certificate of deposit redemptions, offset a $200,000 payment on a patent purchase agreement. In comparison, we used $3,445,185 for the year ended December 31, 2023 related to the deposit redemption in certificates of deposit and U.S. treasuries.

Current wording

Net Cash used in Investing Activities*.* Cash used from investing activities was $50,500 for the year ended December 31, 2025, due to $50,500 in an investment in a convertible note and common stock purchase warrant of a publicly-traded company. In comparison, we received $6,320,191 for the year ended December 31, 2024 primarily due to $6,520,191 in net certificate of deposit redemptions, offset by a $200,000 payment on a patent purchase agreement.

Previous wording

In the year ended December 31, 2024, we spent $174,964 on stock repurchases, received $100 from the sale of preferred stock and received $1,629,500 from the sale of common stock and warrants in our October 2024 private offering. In the year ended December 31, 2023, we spent $270,952 on stock repurchases.

Current wording

In the year ended December 31, 2025, we received net cash from financing activities of $7,174,666, consisting of proceeds from the exercise of warrants in March and October 2025. During such year, we also used $10,000 on the repurchase of stock, which was offset by $10,800 contributed to the capital of an entity in which we own a controlling interest by the minority member of such entity, which is accounted for as cash of $10,000 received by us in financing activities. In the year ended December 31, 2024, we spent $174,964 on stock repurchases, received $100 from the sale of preferred stock and received $1,629,500 from the sale of common stock and warrants in our October 2024 private offering.

Previous wording

We have continued to realize losses from operations. However, as a result of our December 2021, May 2022 and October 2024 offerings, we believe we will have sufficient cash to meet our anticipated operating costs and capital expenditure requirements through at least March 2026. We anticipate that we will need to raise additional capital in the future to support our ongoing operations and continue our clinical trials. We expect to continue to raise additional capital through the sale of our securities from time to time for the foreseeable future to fund the development of our proposed products through clinical development, manufacturing, and commercialization. Our ability to obtain such additional capital will likely be subject to various factors, including our overall business performance and market conditions. There can be no guarantee that we will be successful in our ability to raise capital to fund future operational and development initiatives.

Current wording

We have continued to realize losses from operations. However, as a result of our recent warrant exercise transactions, we believe we will have sufficient cash to meet our anticipated operating costs and capital expenditure requirements through at least March 2027. We anticipate that we will need to raise additional capital in the future to support our ongoing operations and continue our clinical trials. We expect to continue to raise additional capital through the sale of our securities from time to time for the foreseeable future to fund the development of our proposed products through clinical development, manufacturing, and commercialization. Our ability to obtain such additional capital will likely be subject to various factors, including our overall business performance and market conditions. There can be no guarantee that we will be successful in our ability to raise capital to fund future operational and development initiatives.