BioStem Technologies raises $3 million in at-the-market private placement

BioStem Technologies Inc. (Nasdaq: BSEM) said it entered definitive agreements on September 29, 2026 for a private placement priced at-the-market under Nasdaq rules. The deal covers 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, priced at $4.08 per share and associated warrants.¹

The warrants carry a $3.83 exercise price and are exercisable immediately, with the Series A warrants expiring five years after the Resale Registration Statement becomes effective and the Series B warrants expiring twenty-four months after that date.¹ H.C. Wainwright & Co. acted as exclusive placement agent.¹

Gross proceeds are expected to be approximately $3 million before fees, with an additional $5.6 million possible if all warrants are exercised for cash.¹ The private placement closed on September 30, 2026.¹ The company said it intends to use net proceeds primarily for working capital and general corporate purposes.¹

The placement agent will also receive warrants for up to 18,382 shares at a $6.12 exercise price, plus a cash fee equal to 7.0% of gross proceeds.¹ Under a related registration rights agreement, BioStem agreed to file a resale registration statement within 30 days and seek SEC effectiveness within 45 days, or within 75 days in the event of a full SEC review.¹

Separately, the filing disclosed a pending obligation tied to a January 2026 acquisition. BioStem completed the purchase of BioTissue Holdings' surgical and wound care assets in January 2026 and is obligated to pay BioTissue $10.0 million upon 510(k) clearance of the Catalyze wound care device.¹ BioTissue received that clearance in June 2026, and under an amendment to the purchase agreement the payment was due by September 15, 2026.¹ As of the filing date, the payment had not been made, and BioStem said it is in ongoing discussions with BioTissue over timing and terms.¹