Item 1.01. Conclusion of a significant definitive agreement.
On May 3, 2022, Creative Medical Technology Holdings, Inc. (the “Company”) has completed the sale of (i) 2,991,669 common shares of the Company (the “Common Shares”) and pre-funded warrants to purchase 4,563,887 common shares (the “Pre-funded Warrants” ), and (ii) the warrants accompanying the purchase of 15,111,112 common shares (the “Common Warrants”), at a combined offering price of $2.25 per Common Share/Prefunded Warrant and related Common Warrant, to a group of institutional investors (the “Purchasers”), pursuant to a securities purchase agreement between the Company and the purchasers dated April 29, 2022 (the “Purchase Agreement”), generating gross proceeds to the Company of approximately $17,000,000. The transaction was made pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) promulgated thereunder.
The ordinary warrants have a term of five years and an exercise price of $2.00 per share. The prefunded warrants do not expire and have an exercise price of
$0.0001 per share.
Roth Capital Partners (“Roth”), acted as sole placement agent for the offering. The Company paid Roth a placement agent fee in the amount $1,360,000and issued to Roth a warrant to purchase 1,133,333 common shares on the same terms as the common warrants issued to purchasers.
Pursuant to the Purchase Agreement, the Company and the Purchasers have entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company has agreed to file a registration statement ( the “registration statement”) with the Security and Exchange Commission to record the resale of the Common Shares issued pursuant to the Offer and of the Common Shares underlying the Common Warrants and Prefunded Warrants. In addition, the directors and officers of the Company have entered into lock-up agreements pursuant to which they have agreed not to sell any of their securities of the Company before 90 days following the earliest of the following dates: (i) the date of entry effective date of the registration statement, and (ii) the date on which all securities issued under the offering have been sold under Rule 144, or may be sold under Rule 144 without the Company does not comply with the public information obligation in force under this rule, and without any volume limitation.
The information set forth above is qualified in its entirety by reference to the actual terms of the Purchase Agreement, Registration Rights Agreement, Prefunded Warrants and Common Warrants, which are filed as Exhibits 10.1 , 10.2, 4.1 and 4.2, respectively. , and which are incorporated herein by reference.
Section 3.02. Unrecorded sales of Equity securities.
The information set out in point 1.01 is incorporated herein by reference.
Item 9.01 Financial statements and supporting documents.
Attachment Form of Prefunded Common Share Purchase Warrant Issued Pursuant to 4.1 Securities Purchase Agreement dated April 29, 2022 Between
Creative Medical Technology Holdings, Inc. and named buyers
Attachment Common Share Purchase Warrant Form Issued Under Securities 4.2 Purchase Agreement dated April 29, 2022 between Creative Medical
Technologies Holdings, Inc. and the buyers named therein
Appendix Securities Purchase Agreement dated April 29, 2022 between 10.1 Creative Medical Technology Holdings, Inc. and named buyers
Exhibit Registration Rights Agreement dated as of April 29, 2022 between
10.2 Creative Medical Technology Holdings, Inc. and the purchasers named
Exhibit Cover Page Interactive Data File (embedded within the Inline XBRL
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