BioStem Technologies enters $40 million committed equity facility with Roth

On September 18, 2026, BioStem Technologies, Inc. (Nasdaq: BSEM) entered into a common stock purchase agreement and a related registration rights agreement with Roth Principal Investments, LLC, giving the company the right, at its sole discretion, to sell up to $40,000,000 of common stock to Roth over the term of the agreement through various purchase mechanisms.¹ The company controls the timing of any sales and is under no obligation to sell any securities under the deal.¹

BioStem has agreed to file a registration statement to register the resale of up to 12,050,000 shares that it may elect to sell to Roth.¹ Purchases can begin once the registration statement is declared effective by the SEC, for a period of up to 36 months, and each purchase requires the stock's prior closing price on Nasdaq to be at least $1.00.¹

Under Nasdaq rules, BioStem cannot issue more than 3,585,375 shares to Roth, equal to 19.99% of shares outstanding before the agreement was signed, unless shareholders approve a higher issuance or the average price paid by Roth reaches at least $4.3056 per share.¹ Roth is also capped from holding more than 4.99% of BioStem's outstanding shares at any time.¹

BioStem said it expects to use any proceeds for working capital and general corporate purposes.¹ As consideration, BioStem agreed to pay Roth a cash commitment fee equal to 1.0% of the $40,000,000 commitment.¹

Roth Principal Investments is described in the filing as an affiliate of Roth Capital Partners, LLC, a registered broker-dealer and FINRA member.¹ Compass Point Research & Trading, LLC, a registered broker-dealer and FINRA member, has been engaged to serve as the qualified independent underwriter in the offering, participating in preparation of the registration statement and exercising due diligence standards.¹