Amended Annual Report (10-k/a)
June 20 2019 - 2:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31,
2018
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________
to __________
Commission File Number: 000-53500
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CREATIVE
MEDICAL TECHNOLOGY HOLDINGS, INC.
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(Exact name of Registrant as specified in its charter)
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Nevada
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87-0622284
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(State or other jurisdiction of incorporation
or organization)
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(I.R.S. Employer Identification No.)
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3008 W Lupine Ave, Phoenix, Arizona
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85029
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(Address of principal executive offices)
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(Zip Code)
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Issuer’s telephone number, including
area code:
(602) 680-7439
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock par value $0.001 per share
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CELZ
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OTCQB
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Securities registered pursuant to Section
12(g) of the Act:
Common Stock, Par Value $0.001
Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
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No
x
Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes
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No
x
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.
(1) Yes
x
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No
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(2) Yes
x
No
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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
x
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No
¨
Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.
¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of
“large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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x
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Smaller reporting company
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x
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Emerging growth company
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x
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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
is a shell company (as defined in Rule 12b-2 of the Act). Yes
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No
x
The aggregate market value of the voting
and non-voting common equity held by non-affiliates of the registrant as of the last business day of its most recently completed
second fiscal quarter based upon the price at which the common equity was last sold was
$37,242,192.
As of March
22, 2018
, there were
890,597,662
shares of the registrant’s Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
Explanatory Note
This Amendment No. 1 on Form 10-K/A to our Annual Report for
the year ended December 31, 2018, initially filed with the Securities and Exchange Commission (the “SEC”) on April
1, 2019 (the “Original Filing”), is being filed solely to correct errors in the table of beneficial ownership of our
common stock included in Item 12 of the Original Filing, and as such, only sets forth Item 12.
Except as described above, no changes have been made to the
Original Filing and this Amendment No. 1 does not modify, amend or update in any way any other information contained in the
Original Filing. This Amendment No. 1 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.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The following table and footnotes thereto
sets forth information regarding the number of shares of common stock beneficially owned by (i) each director and named executive
officer of our company, (ii) each person known by us to be the beneficial owner of 5% or more of its issued and outstanding shares
of common stock, and (iii) all named executive officers and directors of the Company as a group. In calculating any percentage
in the following table of common stock beneficially owned by one or more persons named therein, the following table assumes 890,597,662
shares of common stock issued and outstanding. Unless otherwise further indicated in the following table, the footnotes thereto
and/or elsewhere in this report, the persons and entities named in the following table have sole voting and sole investment power
with respect to the shares set forth opposite the shareholder’s name, subject to community property laws, where applicable.
Unless as otherwise indicated in the following table and/or the footnotes thereto, the address of each person beneficially owning
in excess of 5% of the outstanding common stock named in the following table is: 3008 W Lupine Avenue, Phoenix, Arizona 85029.
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Name and Address of Beneficial Owner
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Amount and
Nature of
Beneficial
Ownership
(1)
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Percent
of Class
(1)
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Named Executive Officers and Directors
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Timothy Warbington
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91,856,001
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(2)(7)
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9.6
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%
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Donald Dickerson
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1,293,333
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0.1
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%
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Thomas Ichim PhD
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2,586,667
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(3)
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0.3
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%
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Amit Patel, MD
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3,880,000
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(4)
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0.4
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%
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Executive Officers and Directors as a Group (4 Persons)
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99,616,001
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10.4
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%
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5% Beneficial Holders
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Creative Medical Health, Inc.
(5)
3008 W Lupine Ave
Phoenix, AZ 85029
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85,389,334
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(6)
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9.6
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%
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(1)
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Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the date of this report.
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(2)
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Includes 67,473,616 shares beneficially owned by Creative Medical Health, Inc., for which Mr. Warbington serves as President and Chief Executive Officer.
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(3)
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These shares are held by Biotech Holdings LLC, a limited liability company controlled by Mr. Ichim.
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(4)
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These shares are held by Jadi Cells, LLC, a limited liability company controlled by Mr. Patel.
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(5)
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Mr. Warbington, as President and CEO, has voting and investment power over these shares which are included in shares beneficially owned by him above.
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(6)
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Also includes 17,915,718 shares issuable as of January 1, 2018, upon the conversion of $198,082 in accrued and unpaid management services pursuant to the Management Reimbursement Agreement.
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(7)
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In January 2018, Mr. Warbington received 3,000,000 Series A Preferred shares to retire outstanding debt. Each share of Series A Preferred Stock has the right to cast 1,000 votes per share. When the 3,000,000,000 votes are taken into account, Mr. Warbington accounts for 76.71% of the voting shares.
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Item 15. Exhibits, Financial Statement
Schedules
The following exhibits are filed with this
Amendment:
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.
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CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.
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Date: June 20, 2019
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By:
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/s/ Timothy Warbington
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Timothy Warbington, Chief Executive Officer
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(Principal Executive Officer)
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Date: June 20 2019
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By:
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/s/ Donald Dickerson
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Donald Dickerson, Chief Financial Officer
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(Principal Financial and Accounting Officer)
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