CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. current report, 24 September 2026

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Business Context and Reporting Period

Creative Medical Technology Holdings, Inc. filed a Form 8-K dated September 24, 2026, reporting entry into a material definitive agreement and an unregistered equity issuance.

Under a Stock Purchase Agreement with Creative Acquisition Corp. (CAC), the Company acquired 4,000,000 shares of BioDefense, Inc. for $200,000 in cash and 1,000,000 shares of the Company’s common stock. Following the transaction, the Company owns 16,000,000 BioDefense shares, representing 80% of BioDefense’s outstanding common stock; CAC retains 20%.

Key Financial and Capitalization Metrics

  • Cash consideration: $200,000.
  • Equity consideration: 1,000,000 shares of Creative Medical Technology Holdings common stock.
  • BioDefense ownership: Increased to 80%, or 16,000,000 shares.
  • Related-party relationship: Timothy Warbington is the Company’s President and Chief Executive Officer and also serves as CAC’s Chairman and Chief Executive Officer, indirectly owning all CAC capital stock.
  • The filing does not provide revenue, earnings, cash flow, margin, debt, liquidity, valuation, or pro forma financial information.

Material Changes Versus the Prior Comparable Period

The filing text does not provide a prior comparable period or quantify historical ownership before the transaction. It reports the Company’s acquisition of an additional 4,000,000 BioDefense shares and resulting 80% ownership.

The 1,000,000 Company shares were issued to CAC in a private placement pursuant to Securities Act Section 4(a)(2), and the transaction is reported as an unregistered sale of equity securities.

Guidance, Outlook, Risks, Contingencies, and Unusual Items

  • No financial guidance or operating outlook is provided.
  • The transaction creates or increases exposure to BioDefense, but the filing does not describe BioDefense’s business, financial condition, operating results, assets, liabilities, or expected contribution.
  • The transaction involves a related party because the Company’s CEO controls CAC. The filing text does not state whether the terms were negotiated on an arm’s-length basis or describe any independent committee review.
  • The issuance of Company common stock may dilute existing stockholders; the filing does not provide the Company’s shares outstanding before or after issuance or the implied value of the equity consideration.
  • Exhibit 10.1 is the Stock Purchase Agreement dated September 24, 2026. No additional transaction terms are provided in the filing text.

Important Facts for Investors to Verify

  1. Review the Stock Purchase Agreement for closing conditions, representations, warranties, indemnities, and any additional payment obligations.
  2. Verify BioDefense’s financial statements, capitalization, business prospects, and the basis for the Company’s 80% ownership.
  3. Assess the related-party nature of the transaction and the process used to approve the agreement.
  4. Confirm the number of Company shares outstanding before and after the 1,000,000-share issuance and the resulting dilution.
  5. Determine the accounting treatment, purchase price allocation, and any required consolidation of BioDefense in future financial statements.