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EX-99.1 - EXHIBIT 99.1 - CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.tv479885_ex99-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 17, 2017

 

Creative Medical Technology Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   000-53500   87-0622284

(State or other jurisdiction of

incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

2017 W Peoria Avenue, Phoenix, AZ 85029
(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (602) 680-7439

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

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. ¨

 

 

 

 

  

Item 1.01Entry into a Material Definitive Agreement.

 

On November 17, 2017, Creative Medical Technology Holdings, Inc., a Nevada corporation (the “Company”), entered into a Management Reimbursement Agreement dated November 17, 2017 (the “Agreement”), with Creative Medical Technologies, Inc. (“CMT”), the wholly owned subsidiary of the Company, and with Creative Medical Health, Inc., the parent of the Company (“CMH”). The Agreement memorializes the arrangement between the parties whereby the Company has, since January 1, 2016, reimbursed CMH for the services of management and consultants employed by CMH and performing services for the Company and CMT. The following table sets forth the amounts of the monthly reimbursements:

 

Name  Reimbursement Amount 
Timothy Warbington  $10,000 
Thomas Ichim, PhD  $5,000 
Donald Dickerson  $10,000 
Annette Marleau  $5,000 
Dr. Amit Patel  $5,000 
TOTAL  $35,000 

 

At the option of CMH, the reimbursable amounts set forth in the Agreement may be paid from time to time in shares of common stock of the Company at a price equal to a 30% discount to the lowest closing price (as reported by OTC Markets or other principal trading platform or market for the Company’s common stock) during the 20 trading days prior to time the notice is given. The Agreement may be terminated by either party upon 30 days’ prior written notice.

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The information for this item is incorporated by reference to the disclosure contained in Item 1.01 above.

 

Item 9.01.Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Management Reimbursement Agreement dated November 17, 2017

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Creative Medical Technology Holdings, Inc.
   
   
Date: November 17, 2017 By: /s/ Timothy Warbington
    Timothy Warbington, Chief Executive Officer

 

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