BioStem Technologies registers $40 million stock facility, files related Form D

BioStem Technologies, Inc., listed on Nasdaq under "BSEM," filed a Form S-1 on September 18, 2026, registering the resale of up to 12,050,000 shares of common stock by Roth Principal Investments, LLC. The shares relate to a Common Stock Purchase Agreement dated September 18, 2026, under which the company has the right, but not the obligation, to direct Roth to buy up to $40,000,000 of common stock over as long as 36 months, subject to conditions and limits in the agreement.¹

The purchase price per share will equal 97% of the volume weighted average price for market open and intraday purchases, and 95% of VWAP for pre-market and post-market purchases, subject to a $1.00 threshold price.¹ BioStem agreed to pay Roth a cash commitment fee equal to 1.0% of the $40,000,000 commitment.¹ As of September 17, 2026, BioStem's stock closed at $4.36 per share on Nasdaq.¹

A related Form D was also filed for the same transaction. The filing describes the total offering amount as $40,000,000, with $0 sold and $40,000,000 remaining, and clarifies that the offering is a committed equity facility giving the issuer discretion to sell up to that amount of common stock to the investor over time, subject to certain limitations.² One investor had invested in the offering as of the filing.²

The S-1 also describes a separate transaction. On January 21, 2026, BioStem expanded its portfolio by purchasing and licensing certain assets from BioTissue's surgical and wound care business, including the Neox® and Clarix® trademarks and two related patents.¹ The company said it is targeting a potential launch of the related Catalyze product in the fourth quarter of 2026, contingent on satisfying certain conditions and paying up to $10.0 million in additional consideration to BioTissue.¹