UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
(Mark One)
|
|
x
|
ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended
December 31,
2018
|
|
¨
|
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.)
|
|
2008 W Lupine Ave, Phoenix, Arizona
|
|
85029
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Issuer’s telephone number, including
area code:
(602) 680-7439
|
Securities
registered pursuant to Section 12(b) of the Act:
|
|
Title
of each class
|
|
Ticker
symbol(s)
|
|
Name
of each exchange on which registered
|
|
N/A
|
|
N/A
|
|
N/A
|
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
¨
.
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
¨
.
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
.
No
¨
(2) Yes
x
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
x
.
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.
|
Large accelerated filer
|
¨
|
Accelerated filer
|
¨
|
|
Non-accelerated filer
|
x
|
Smaller reporting company
|
x
|
|
|
|
Emerging growth company
|
x
|
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
¨
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. 2 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, and amended on June 20, 2019 (as so amended, the “Original Filing”), is being filed solely to include the
Report of Independent Registered Accounting (the “Report”), which was inadvertently omitted from the Original Filing.
This Amendment No. 2 amends the Original Filing by inserting the Report immediately following Item 7A of the Original Filing, and
immediately preceding the Consolidated Balance Sheets as of December 31, 2018 and December 31, 2017 included in the Original Filing.
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.
|
|
Certified Public Accountants (a professional
corporation)
50 West Broadway, Suite 600 Salt Lake
City, UT 84101 (801) 532-7800 Fax (801) 328-4461
|
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Creative Medical Technology Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated
balance sheets of Creative Medical Technology Holdings, Inc. (the Company) as of December 31, 2018 and 2017, and the related consolidated
statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December
31, 2018, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results
of its operations and its cash flows for each of the years in the two-year period ended December 31, 2018, in conformity with accounting
principles generally accepted in the United States of America.
Consideration of the Company’s
Ability to Continue as a Going Concern
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements,
the Company has recurring net losses, negative cash flows from operations, and negative working capital. This raises substantial
doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described
in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.
Basis for Opinion
These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required
to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are
required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.
/s/ Haynie & Company
Haynie & Company
Salt Lake City, Utah
April 1, 2019
We have been the Company’s auditor since 2016
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.
|
|
CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.
|
|
|
|
|
|
Date: June 28, 2019
|
By:
|
/s/ Timothy Warbington
|
|
|
|
Timothy Warbington, Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
Date: June 28, 2019
|
By:
|
/s/ Donald Dickerson
|
|
|
|
Donald Dickerson, Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|