aibioBioStem Technologies signs committed equity facility to sell up to $40,000,000 of stock to Roth
Tickers BSEM
BioStem (Nasdaq: BSEM) may sell shares to Roth Principal Investments over up to 36 months at a 3.0% or 5.0% discount to average price. The company pays a $400,000 cash commitment fee.
Key facts
- Company
- BioStem Technologies, Inc. (NASDAQ: BSEM)
- News type
- Financings
- Primary source
- BioStem Technologies, Inc. Form 8-K filed September 18, 2026 (SEC EDGAR)
BioStem Technologies, Inc. (Nasdaq: BSEM) has signed a common stock purchase agreement that gives it the right to sell up to $40,000,000 of its common stock to Roth Principal Investments, LLC over time. The company calls it a Committed Equity Facility. It disclosed the agreement in a Form 8-K filed September 18, 2026.
What the filing says
On September 18, 2026, BioStem, a Florida corporation, entered into the purchase agreement and a related registration rights agreement with Roth Principal Investments. The company may sell shares to it from time to time, at its sole discretion.
The company's press release describes the facility as one that "allows, but does not obligate" BioStem to sell shares by way of a private placement. Roth Principal Investments is an affiliate of CR Financial Holdings, Inc., holding company for Roth Capital Partners.
How sales would work
Sales can begin only after the SEC declares effective the resale registration statement, which will cover up to 12,050,000 shares. Once sales can begin, the company has up to 36 months to direct purchases. A purchase can proceed only if the closing price of the stock on Nasdaq on the prior trading day is not less than a threshold price of $1.00.
The agreement describes four kinds of purchases. For a Market Open Purchase, the company gives notice after 7:30 a.m. and before 9:00 a.m. New York time. The price is the volume weighted average price over a valuation period, less a fixed 3.0% discount. An Intraday Purchase uses the same discount, with notice between 10:00 a.m. and 2:00 p.m. Pre-Market and Post-Market Purchases are priced at the applicable average price less a fixed 5.0% discount.
Limits on the facility
Under Nasdaq rules, BioStem may not issue more than 3,585,375 shares to Roth Principal Investments, which is 19.99% of the shares outstanding before the agreement was signed. The cap does not apply if stockholders approve a larger issuance, or if the average price Roth pays equals or exceeds $4.3056. That figure reflects the five-day average closing price, adjusted for the $400,000 cash commitment fee BioStem pays Roth Principal Investments.
Roth Principal Investments also cannot own more than 4.99% of the outstanding common stock and agreed not to create a net short position. The company says it expects to use any proceeds for working capital and general corporate purposes.
Termination
The agreement ends automatically on the earliest of several events, including the 36-month anniversary of the start date, purchases totaling $40,000,000, a failure to stay listed on Nasdaq or another eligible market for one trading day, and certain bankruptcy events. BioStem can end it on 10 trading days' notice at no cost once sales begin. If it ends it within 90 days after the closing date, the full cash commitment fee becomes due immediately.
Brokers and the independent underwriter
Roth Capital Partners, LLC, a registered broker-dealer, will act as executing broker for resales of shares Roth Principal Investments acquires. Because Roth Principal Investments will receive all the net proceeds of those resales, the filing says Roth Capital Partners is deemed to have a conflict of interest under FINRA Rule 5121. Under FINRA Rule 5121 a qualified independent underwriter must take part in preparing the registration statement, and the 8-K says the company has engaged Compass Point Research & Trading, LLC, a registered broker-dealer and FINRA member, in that connection. Sales to Roth Principal Investments will be made in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b), according to the purchase agreement.
About the company
BioStem describes itself as a regenerative medicine company that develops, manufactures and commercializes perinatal tissue allograft products. Its product lines include Neox, Clarix, VENDAJE and American Amnion. Neither the 8-K nor the release gives BioStem's revenue, cash or debt, so the size of the need behind the facility is not stated. The release's own risk list includes dilution to existing stockholders from any draws, the company's ability to extinguish or refinance existing debt, the adequacy of its capital resources and liquidity to fund operations and planned commercial expansion, and the risk that it may be unable to maintain compliance with Nasdaq's continued listing standards.