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    Amendment: SEC Form 10-K/A filed by Creative Medical Technology Holdings Inc.

    4/4/25 5:00:17 PM ET
    $CELZ
    Finance: Consumer Services
    Finance
    Get the next $CELZ alert in real time by email
    celz_10ka.htm
    0001187953true--12-31FY202500011879532024-01-012024-12-3100011879532025-03-1400011879532024-06-30iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

    FORM 10-K/A

    Amendment No. 2

     

    (Mark One)

     

    ☒

    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     

    For the fiscal year ended December 31, 2024

     

    ☐

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     

    For the transition period from __________ to __________

     

    Commission File Number: 000-53500

     

    CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.

    (Exact name of Registrant as specified in its charter)

     

    Nevada

     

    87-0622284

    (State or other jurisdiction of

    incorporation or organization)

     

    (I.R.S. Employer

    Identification No.)

     

    211 E Osborn Road, Phoenix, AZ

     

    85012

    (Address of principal executive offices)

     

    (Zip Code)

     

    Issuer’s telephone number, including area code: (480) 399-2822

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading Symbol(s)

     

    Name of each exchange on which registered

    Common Stock, par value $0.001 per share

     

    CELZ

     

    The NASDAQ Stock Market LLC

     

    Securities registered pursuant to Section 12(g) of the Act: None

     

    Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐     No ☒

     

    Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐     No ☒

     

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

     

    Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐

     

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

     

    Large accelerated filer

    ☐

    Accelerated filer

    ☐

    Non-accelerated Filer

    ☒

    Smaller reporting company

    ☒

     

     

    Emerging growth company

    ☐

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

     

    Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

     

    If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

     

    Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

     

    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐     No ☒

     

    As of June 30, 2024, the aggregate market value of the registrant’s common stock held by non-affiliates was $5,151,785 based on the closing price on the NASDAQ market of such common stock on such date.

     

    As of March 14, 2025, there were 2,535,897 shares of the registrant’s common stock outstanding.

     

    DOCUMENTS INCORPORATED BY REFERENCE

     

    Portions of the registrant’s definitive proxy statement for the registrant’s 2024 Annual Meeting of Stockholders which will be filed with the Commission no later than 120 days after the registrant’s fiscal year ended December 31, 2024, are incorporated by reference into Part III of this report.

     

     

     

     

    Explanatory Note

     

    This Amendment No. 2 on Form 10-K/A to our Annual Report for the year ended December 31, 2024, initially filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2025 and amended by Amendment No. 1 filed with the SEC on March 19, 2025 (as so amended, the “Original Filing”), is being filed solely to include Exhibit 97.1 as an Exhibit to the Original Filing in accordance with Nasdaq Listing Rule 5608.

     

    Except as described above, no changes have been made to the Original Filing and this Amendment No. 2 does not modify, amend or update in any way any other information contained in the Original Filing. This Amendment No. 2 does not reflect events that may have occurred subsequent to the date the Original Filing was filed with the SEC.

     

    Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of those certifications have been omitted.

     

     

    2

     

     

    Item 15. Exhibits, Financial Statement Schedules

     

    The following exhibits are included with this report:

     

    31.1

     

    Rule 13a-14(a)/15d-14a(a) Certification of Principal Executive Officer

    31.2

     

    Rule 13a-14(a)/15d-14a(a) Certification of Principal Executive Officer

    97.1

     

    Clawback Policy of Creative Medical Technology Holdings, Inc.

    104

     

    Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

     

     

    3

     

     

    SIGNATURES

     

    Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

     

     

    CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.

     

     

     

     

    Date: April 4, 2025

    By:

    /s/ Timothy Warbington

     

     

     

    Timothy Warbington, Chief Executive Officer

     

     

     

    (Principal Executive Officer)

     

     

     

     

     

    Date: April 4, 2025

    By:

    /s/ Donald Dickerson

     

     

     

    Donald Dickerson, Chief Financial Officer

     

     

     

    (Principal Financial and Accounting Officer)

     

     

     

    4

     

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