DEF: Creative Medical Tech Sets 2025 Annual Meeting Agenda

Creative Medical Technology Holdings, Inc. announced its 2025 Annual Meeting of Stockholders to be held on December 18, 2025, to vote on director elections, executive compensation, and auditor ratification.

Summary

• The Annual Meeting of Stockholders is scheduled for December 18, 2025, at 9:00 a.m. Pacific Standard Time at 440 Stevens Avenue, Suite #200, Solana Beach, CA 92075.
• Stockholders will vote on the election of five directors, an advisory approval of named executive officer compensation, and the ratification of Haynie & Company as independent registered public accountants for fiscal year 2025.
• The Board of Directors unanimously recommends voting FOR all proposals.
• As of the October 27, 2025 record date, there were 2,579,930 shares of Common Stock outstanding, held by approximately 75 record holders.
• Executive compensation for Timothy Warbington (CEO) was $587,220 in 2024 and $522,620 in 2023.
• Executive compensation for Donald Dickerson (CFO) was $525,000 in 2024 and $467,250 in 2023.
• The company reported net losses of $(5,493,481) in 2024, $(5,286,574) in 2023, and $(10,144,044) in 2022.
• A $5,000,000 purchase of research tools from Narkeshyo LLC (an entity affiliated with a former director and current consultant) was made on December 15, 2022, expected to accelerate development by 3-5 years and reduce long-term R&D expenses.
• An additional $100,000 payment was made to affiliate CMH in August 2023 related to an IND filing for the StemSpine patent.

Sentiment

Score: 3

Explanation: The filing reveals a significant decline in total shareholder return over the past three years, coupled with executive compensation that is explicitly stated as not correlated with shareholder returns or net income. While there are operational efforts to accelerate R&D, the company anticipates continued losses, which collectively present a challenging outlook for investors.

Positives

• Net loss improved from $(10,144,044) in 2022 to $(5,286,574) in 2023 and $(5,493,481) in 2024.
• The acquisition of research tools for $5,000,000 in December 2022 is expected to accelerate product development by 3-5 years and substantially reduce long-term research and development expenses.
• A written Related-Person Transactions Policy is in place to ensure proper review and approval of such dealings.
• No delinquent Section 16(a) reports were identified for directors, officers, or beneficial owners in 2024.

Negatives

• Total shareholder return decreased substantially from 2022 to 2024, with a $100 investment in 2022 being worth only $1.05 by 2024.
• Executive compensation (Compensation Actually Paid) increased from 2022 to 2024 but is explicitly stated as not correlated with total shareholder return or net income (loss).
• The company expects to continue incurring losses for the foreseeable future as a biotechnology company.
• The StemSpine Patent Purchase agreement includes a clause where the number of shares issuable as payment doubles if the common stock trades below $0.01 per share for two or more consecutive trading days, indicating potential for significant dilution at low stock prices.

Risks

• Continued net losses are expected for the foreseeable future as a biotechnology company focused on novel biological therapeutics.
• Potential for significant shareholder dilution if the common stock price falls below $0.01, triggering a doubling of shares issuable for certain related-party payments.
• The executive compensation structure is not tied to total shareholder return or net income, which may not align management incentives with shareholder interests.

Future Outlook

As a biotechnology company focused on the development of novel biological therapeutics, the company expects to continue to incur losses for the foreseeable future and does not use (or expect to use) net income (loss) or shareholder return as performance measures in its executive compensation programs.

Management Comments

• We believe this division of responsibilities [Board overseeing risk, management handling day-to-day] is the most effective approach for addressing the risks facing us and that our Board leadership structure supports this approach.
• Given the current size of our Board of Directors and our company, as well as Mr. Warbington’s history and intimacy with our company, and the effective oversight role played by our independent directors, we believe our current board structure is appropriate for us and our shareholders.
• We believe that our compensation policies and procedures are intended to be aligned with the long-term interests of our stockholders.

Industry Context

As a biotechnology company, the firm's continued expectation of losses for the foreseeable future is common for companies in the research and development phase of novel therapeutics, where significant capital investment is required before potential commercialization and profitability. The acquisition of research tools to accelerate development aligns with industry efforts to streamline R&D processes and protect intellectual property.

Comparison to Industry Standards

• The company's executive compensation structure, which explicitly states it is not correlated with total shareholder return or net income (loss), deviates significantly from best practices in many publicly traded companies, particularly those with mature products, where performance-based compensation is often tied to financial metrics and shareholder value creation. For early-stage biotech, this might be more common, but the explicit statement of no correlation is notable.
• The substantial decrease in total shareholder return (from $17.24 to $1.05 for a $100 investment from 2022 to 2024) while executive compensation increased, contrasts sharply with investor expectations for alignment between pay and performance seen in many industry benchmarks.
• The acquisition of research tools to accelerate development by 3-5 years and reduce long-term R&D expenses is a positive strategic move, comparable to efforts by other biotech firms to enhance their R&D efficiency and intellectual property protection.

Corporate Governance

Related Party Transactions

• StemSpine Patent Purchase: The company acquired U.S. Patent No. 9,598,673 covering stem cell use for lower back pain from its affiliate CMH. Payments are tied to development milestones, including a $100,000 payment to CMH in August 2023 related to an IND filing. Future royalties of 5% from gross sales or 50% of third-party license payments are due for five years from the first sale. A clause doubles share issuance if the stock trades below $0.01 for two or more consecutive trading days.
• Research and Development Purchase: On December 15, 2022, the company purchased research tools for $5,000,000 from Narkeshyo LLC, an entity affiliated with a former director and current consultant. The purchase was recorded as R&D expense and is expected to accelerate product development by 3-5 years and reduce long-term R&D costs.

Stakeholder Impact

• Shareholders will vote on key governance matters, including director elections and executive compensation. They face significant dilution risk if the stock price drops below $0.01 due to a clause in a related-party patent agreement. Shareholders have experienced substantial negative total shareholder returns.
• Executive Officers' compensation increased in 2024 and 2023, despite declining shareholder returns and continued losses, with compensation explicitly not tied to these performance metrics.
• Non-employee Directors receive annual retainers and additional fees for committee chairs.
• The company's focus on R&D and expected future losses suggest a continued investment phase, which could impact employees through ongoing operational focus rather than immediate profitability.

Next Steps

• Stockholders to vote on director elections, executive compensation, and auditor ratification at the Annual Meeting on December 18, 2025.
• The company will disclose voting results on a Current Report on Form 8-K within four business days after the Annual Meeting.
• The Board of Directors may reassess its board structure in the future.
• Stockholder proposals for the 2026 Annual Meeting must be received by July 3, 2026.

Key Dates

Recommendation

The filing is a standard proxy statement for an annual meeting, not a financial results announcement. While it provides details on executive compensation and related-party transactions, it does not contain new information that would significantly alter the company's fundamental valuation or immediate share price trajectory. The company explicitly states it expects to incur losses for the foreseeable future, which is typical for a biotech in development. The noted lack of correlation between executive compensation and total shareholder return or net income is a governance concern, but not a new, immediate catalyst. Investors should hold and monitor future operational progress and financial performance.

Keywords

Creative Medical Technology Holdings, SEC filing, DEF 14A, proxy statement, annual meeting, corporate governance, executive compensation, director election, auditor ratification, related party transactions, biotechnology, StemSpine, research tools, financial reporting, shareholder vote