BioStem Technologies prices $3 million private placement at $4.08 per share

The placement

BioStem Technologies Inc. (Nasdaq: BSEM) announced on September 30, 2026, in a press release furnished on Form 8-K, that it had signed definitive agreements to issue 735,296 shares of common stock, Series A warrants for up to 735,296 shares and Series B warrants for up to 735,296 shares. The shares are priced at $4.08 each in a private placement the company describes as priced at-the-market under Nasdaq rules. The warrants have an exercise price of $3.83 a share and can be exercised immediately on issue.

The Series A warrants expire five years after the effective date of a resale registration statement, and the Series B warrants expire 24 months after that date. The securities are sold under Section 4(a)(2) of the Securities Act and Regulation D, and they have not been registered. Under a registration rights agreement the company must file registration statements covering their resale.

The company expects the offering to close on or about September 30, 2026. It expects gross proceeds of about $3 million before placement agent fees and other offering expenses. If the Series A and Series B warrants are exercised in full for cash, it would receive about $5.6 million more. The release adds that there can be no assurance any of the warrants will be exercised.

Who is named

H.C. Wainwright & Co. is the exclusive placement agent for the offering. The release does not give the placement agent's fee, the warrant fees or the agent's compensation terms, and it names no counsel to the company or the agent. This story therefore names no counsel for the placement.

The company says it will use the net proceeds for working capital and general corporate purposes.

The company and its going-concern warning

BioStem is based in Pompano Beach, Florida, and describes itself as a regenerative medicine company that develops, manufactures and sells perinatal tissue allograft products. Its product lines include Neox, Clarix, VENDAJE and American Amnion.

The release does not give BioStem's cash, revenue or loss. The company's registration statement covering resale of these securities does. It says BioStem incurred a net loss of $6.6 million for 2025 and had an accumulated deficit of $21.2 million at December 31, 2025, after net income of $31.0 million for 2024, which it attributed mainly to sales of BioRetain products. For the six months ended June 30, 2026 it reports a net loss of $17,791,065 and net cash used in operating activities of $6,363,977, with cash of $6,962,492 at the end of the period, down from $30,843,880 a year earlier.

The same document says the company has identified conditions that raise substantial doubt about its ability to continue as a going concern. It cites a net accumulated deficit, expected losses and negative operating cash flows because of recent changes to product pricing determined by CMS, and contractual obligations over the next twelve months tied to the BioTissue acquisition, including a Clearance Payment and an existing loan. That acquisition of BioTissue's surgical assets closed on January 21, 2026. The company's auditor included an explanatory paragraph expressing the same doubt.

The release's own list of risks names the company's ability to keep its Nasdaq listing, its ability to raise money on acceptable terms or at all, its accounts receivable collection and customer concentration, and its ability to produce its products in sufficient quantities to meet demand.

The warrant terms

Each unit pairs a share with two warrants. The warrants have an exercise price of $3.83, below the $4.08 purchase price, and the Series A warrants run for five years after the resale registration takes effect. The figure of about $5.6 million assumes full exercise for cash, and the release says there can be no assurance any warrant will be exercised. The registration statement lists up to 2,224,270 resale shares, which include the 735,296 placement shares, the shares under both warrant series and shares under placement agent warrants issued to designees of H.C. Wainwright & Co., LLC.

The release is an announcement of an agreement, not a closed deal. Closing is subject to customary conditions. The release does not give the stock's price before the announcement.

Report an error

Companies in this story

BSEMBioStem Technologies, Inc.NASDAQ · United StatesOpen the starter desk