celz_10ka.htm 0001187953true--12-31FY2024false This Amendment No. 1 on Form 10-K/A to our Annual Report for the year ended December 31, 2024, initially filed with the Securities and Exchange Commission (the "SEC") on March 14, 2025 (the "Original Filing"), is being filed solely to correct (i) the number of shares of our common stock outstanding as of the date of the Original Filing, as set forth on the cover page hereof, and (ii) thedate of the Report of Independent Registered Accounting set forth in the Original Filing.. 0001187953 2024-01-01 2024-12-31 0001187953 2025-03-14 0001187953 2024-06-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549

 FORM 10-K/A
 Amendment No. 1

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 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.)

 211 E Osborn Road, Phoenix, AZ

 85012

 (Address of principal executive offices)

 (Zip Code)

 Issuer's telephone number, including area code: ( 480) 399-2822

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock, par value $0.001 per share

 CELZ

 The NASDAQ Stock Market LLC

 Securities registered pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 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

 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. Yes 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 No

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated Filer

 Smaller reporting company

 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

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 As of June 30, 2024, the aggregate market value of the registrant's common stock held by non-affiliates was $ 5,151,785 based on the closing price on the NASDAQ market of such common stock on such date.

 As of March 14, 2025, there were 2,535,897 shares of the registrant's common stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 Portions of the registrant's definitive proxy statement for the registrant's 2024 Annual Meeting of Stockholders which will be filed with the Commission no later than 120 days after the registrant's fiscal year ended December 31, 2024, are incorporated by reference into Part III of this report.

 Explanatory Note

 This Amendment No. 1 on Form 10-K/A to our Annual Report for the year ended December 31, 2024, initially filed with the Securities and Exchange Commission (the "SEC") on March 14, 2025 (the "Original Filing"), is being filed solely to correct (i) the number of shares of our common stock outstanding as of the date of the Original Filing, as set forth on the cover page hereof, and (ii) thedate of the Report of Independent Registered Accounting set forth in the Original Filing..

 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.

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board of Directors and
 Stockholders of CREATIVE MEDICAL TECHNOLOGIES, INC.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance sheets of CREATIVE MEDICAL TECHNOLOGIES, INC. (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operation, stockholders' equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the consolidated results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Basis for Opinion

 These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated 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 consolidated 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 consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 Valuation and Disclosure of Warrants

 Description of the Matter:

 As discussed in Note 4 of the consolidated financial statements, the Company has a significant number of Warrants outstanding and issued additional warrants during the current period. The Company uses the Black Scholes model to value the warrants. This model, the valuation of the warrants, and the sufficiency of the related disclosures, can be complex, involves judgment, and requires a thorough understanding of award terms.

 How We Addressed the Matter in Our Audit:

 We gained an understanding of management's processes and methodology to develop the estimates. We reviewed the warrant agreements, evaluated management's selection of the valuation method, tested the inputs used in the Black-Scholes model. We recalculated the Company's warrants issued during the year, and we evaluated the adequacy of the disclosures in the Company's consolidated financial statements.

 /s/ Haynie & Company

 Haynie & Company
 Salt Lake City, Utah
 March 14, 2025
 PCAOB # 457

 We have served as the Company's auditor since 2016.

 Item 15. Exhibits, Financial Statement Schedules

 The following exhibits are included with this report:

 31.1

 Rule 13a-14(a)/15d-14a(a) Certification of Principal Executive Officer

 31.2

 Rule 13a-14(a)/15d-14a(a) Certification of Principal Executive Officer

 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: March 19, 2025

 By:

 /s/ Timothy Warbington

 Timothy Warbington, Chief Executive Officer

 (Principal Executive Officer)

 Date: March 19, 2025

 By:

 /s/ Donald Dickerson

 Donald Dickerson, Chief Financial Officer

 (Principal Financial and Accounting Officer)