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- Best Efforts Offering, No Minimum Amount of Securities Is Required to Be Sold (new) — The offering is on a best-efforts basis with no minimum, so the company may raise far less than the estimated proceeds, jeopardizing its funding plans.
- Immediate Dilution of $0.37 Per Share to New Investors (new) — New investors pay $1.97 but receive only $1.60 in net tangible book value per share, an immediate 19% loss in book value.
- The Expected Net Proceeds of This Offering Will Not Be Sufficient For US to Fund Any of Our Product Candidates Through Regulatory Approval (new) — The company explicitly states that the offering proceeds will not be enough to get any product candidate through regulatory approval, requiring substantial additional capital and likely future dilution.
- We Do Not Intend to Apply to List the Public Warrants or Pre-funded Warrants On the Nasdaq Capital Market (new) — The warrants will have no trading market, limiting liquidity and potentially making them worthless if the stock price does not exceed the exercise price.
CELZ files for best-efforts IPO of 3.05M shares plus warrants at assumed $1.97, targeting ~$5.34M net
Filed June 25, 2026 · ~2 min read
Key Changes
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CELZ is offering 3,045,685 shares plus warrants to buy up to 6,091,371 shares at an assumed combined price of $1.97 per share and warrant.
The Offering verify on EDGAR → -
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The company estimates net proceeds of approximately $5.34 million, after placement agent fees and expenses, based on the assumed price.
Use of Proceeds verify on EDGAR → -
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Proceeds are earmarked for clinical trials (chronic lower back pain and Type 1 Diabetes), stem cell programs, and working capital, with runway expected through at least December 2027.
Use of Proceeds verify on EDGAR → -
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New investors face immediate dilution of $0.37 per share, as pro forma net tangible book value is $1.60 versus the $1.97 offer price.
Dilution verify on EDGAR → -
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The offering is best-efforts with no minimum; the company may raise substantially less than the maximum, and warrants will not be listed.
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The company's implied post-offering market capitalization is approximately $7.3 million, based on 3,696,668 shares outstanding after the offering.
The Offering verify on EDGAR →
Summary
CELZ, a clinical-stage biotech developing regenerative cell therapies, has filed for a best-efforts public offering of 3,045,685 shares of common stock and warrants to purchase up to 6,091,371 additional shares at an assumed combined price of $1.97 per share and warrant.
The company estimates net proceeds of approximately $5.34 million after fees, which it plans to use primarily for its Phase I/II clinical trials in chronic lower back pain and Type 1 Diabetes, its stem cell program, and working capital. Management expects the funds, along with existing cash, to support operations through at least December 2027.
However, the offering is on a best-efforts basis with no minimum amount, meaning the company may raise significantly less than the maximum, and the warrants will not be listed on any exchange, leaving warrant holders with no trading market. Investors face immediate dilution of $0.37 per share, as the pro forma net tangible book value per share after the offering is $1.60, well below the $1.97 offer price. The company's implied post-offering market capitalization is approximately $7.3 million, a modest valuation for a biotech with two FDA-cleared clinical trials. Notably, the prospectus states that the offering proceeds will not be sufficient to fund any product candidate through regulatory approval, so substantial additional capital will be needed, likely leading to further dilution. The company also faces Nasdaq delisting risk if it fails to meet listing requirements, which could trigger penny stock rules and further impair liquidity. While CELZ has achieved regulatory milestones such as FDA clearances and Fast Track designation, the offering structure and financial position present significant risks. The best-efforts nature, lack of warrant listing, and explicit statement that proceeds are insufficient for approval underscore the speculative nature of this investment. Prospective investors should carefully review the full prospectus, including the audited financial statements and detailed risk factors, before making a decision.
Section-by-Section Diff
The Offering · The Offering
CELZ is offering up to 3,045,685 shares plus warrants to buy up to 6,091,371 shares at an assumed combined price of $1.97 per share and warrant.
Added in current filing · verify on EDGAR →
efforts public offering of 3,045,685 shares of our common stock and warrants to purchase up to 6,091,371 shares of our common stock (which we refer to as “Public Warrants”) at a combined assumed public offering price of $1.97 per share of common stock and accompanying Public Warrants, which was the last reported sale price of our common stock on the Nasdaq Capital Market on June 23, 2026 .
The company is offering 3,045,685 shares of common stock together with warrants to purchase up to 6,091,371 additional shares. The assumed combined public offering price is $1.97 per share and accompanying warrant, based on the last reported sale price on June 23, 2026. The actual price will be determined later and may be at a discount to the current market price.
Added in current filing · verify on EDGAR →
Public Warrants to purchase up to 6,091,371 shares of our common stock, which will be exercisable during the period commencing on the date of their issuance and ending five years from such date at an exercise price of $ per share of common stock.
The offering includes Public Warrants to purchase up to 6,091,371 shares. The warrants are exercisable for five years from issuance, but the exercise price is left blank in this preliminary prospectus, so it has not yet been determined.
Added in current filing · verify on EDGAR →
We are also offering to certain purchasers whose purchase of our common stock in this offering would otherwise result in the purchaser, together with its affiliates, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock immediately following the consummation of this offering, the opportunity to purchase pre-funded warrants in lieu of common stock that would otherwise result in any such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock.
Certain purchasers may buy pre-funded warrants instead of common stock to avoid exceeding 4.99% or 9.99% beneficial ownership limits. Each pre-funded warrant is exercisable for one share at $0.0001 per share, and the number of common shares offered decreases one-for-one for each pre-funded warrant sold.
Added in current filing · verify on EDGAR →
Common stock outstanding prior to this offering (1) 3,696,668 shares Common stock outstanding after this offering (1) 6,742,353 shares (assuming we sell only shares of common stock and no pre-funded warrants, and none of the Public Warrants issued in this offering are exercised).
The company had 3,696,668 shares outstanding before the offering. After selling 3,045,685 shares (and assuming no pre-funded warrants and no warrant exercises), the share count would be 6,742,353, representing dilution of about 45% for existing shareholders.
Added in current filing · verify on EDGAR →
We have agreed to pay the placement agent a cash placement commission equal to 8.0% of the aggregate
The company will pay the placement agent a cash commission of 8.0% of the aggregate offering proceeds. The exact dollar amount is not yet shown because the offering price and number of securities are not final.
Prospectus Summary · Prospectus Summary
CELZ is a clinical-stage biotech developing regenerative cell therapies, with FDA-cleared trials for Type 1 Diabetes and chronic lower back pain.
Added in current filing · verify on EDGAR →
In November 2022, we announced that the FDA had cleared the Company’s Type I Diabetes (CELZ-201 CREATE-1) Investigational New Drug (IND) application for the treatment of Type 1 Diabetes utilizing our AlloStem™ Clinical Cell Line, which will allow us to begin a Phase I/II clinical trial.
The company received FDA clearance to begin a Phase I/II clinical trial for Type 1 Diabetes using its AlloStem cell line. This is a significant regulatory milestone for a clinical-stage biotech, as it allows human testing to proceed.
Added in current filing · verify on EDGAR →
In September 2023, we received FDA clearance to initiate a Phase I/II clinical trial of AlloStemSpine® Chronic Lower Back Pain (CELZ-201 ADAPT) using AlloStem™ (CELZ-201-DDT) for the treatment of lower back pain.
The company received FDA clearance for a second Phase I/II clinical trial, this one for chronic lower back pain. This expands the company's clinical pipeline beyond diabetes.
Added in current filing · verify on EDGAR →
In March 2024, the FDA approved our application for Orphan Drug Designation (“ODD”) with respect to our ImmCelz™ (CELZ-100) platform for the treatment of Brittle Type 1 Diabetes.
The FDA granted Orphan Drug Designation for the ImmCelz platform in Brittle Type 1 Diabetes. This designation provides benefits such as tax credits, user fee exemptions, and potential market exclusivity, which can be valuable for a small biotech.
Added in current filing · verify on EDGAR →
In August, 2025 we announced the FDA granted Fast Track designation to our lead investigational therapy, CELZ-201-DDT.
The FDA granted Fast Track designation to the company's lead therapy, CELZ-201-DDT. This designation can expedite development and review, potentially shortening time to market.
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Added in current filing · verify on EDGAR →
In December 2025, the World Health Organization approved “olastrocel” as the International Nonproprietary Name (“INN”) for the active cellular substance in CELZ-201, our lead allogeneic cell therapy candidate developed under our AlloStem® platform, and in February 2026, the World Health Organization approved “etaroleucel” as INN associated with our ImmCelz™ cellular immunotherapy platform (CELZ-101).
The World Health Organization assigned international nonproprietary names to two of the company's lead product candidates. While not a regulatory approval, INN designation can facilitate global development and communication.
Use of Proceeds · Use of Proceeds
CELZ plans to use ~$5.34M net proceeds for clinical trials, stem cell programs, and working capital, with funds expected to last through at least December 2027.
Added in current filing · verify on EDGAR →
We estimate that the net proceeds from this offering will be approximately $5,340,000 based on an assumed public offering price of $1.97 per share of common stock and accompanying Public Warrants, which is based on the closing price of our common stock on Nasdaq on June 23, 2026, after deducting estimated Placement Agent fees and estimated offering expenses payable by us and excluding the proceeds, if any, from the exercise of the Public Warrants issued in this offering.
The company estimates net proceeds of about $5.34 million at an assumed offering price of $1.97 per share, based on the June 23, 2026 closing price. This is a best efforts offering with no minimum amount, so actual proceeds could be substantially less.
Added in current filing · verify on EDGAR →
We currently intend to use the net proceeds we receive from this offering to (i) complete the clinical study of the fourth cohort of patients enrolled in our Phase I/II clinical trial for the treatment of chronic lower back pain with our AlloStemSpine® procedure using AlloStem™ (CELZ-201-DDT ADAPT), (ii) ongoing recruitment of patients for our FDA-approved Phase I/IIa study (CELZ-201 CREATE-1) for the treatment of Type I Diabetes, (iii) continue to develop our IPScelz™ inducible pluripotent stem cell program with Greenstone, (iv) continue to develop other products and therapies, and (v) fund working capital and general corporate purposes using any remaining amounts.
The company plans to allocate proceeds primarily to its clinical trials for chronic lower back pain and Type I Diabetes, its stem cell program with Greenstone, and general corporate purposes. Specific dollar amounts for each use are not provided.
Added in current filing · verify on EDGAR →
Based on our planned use of the net proceeds, we estimate such funds, together with our existing cash and cash equivalents, will be sufficient for us to fund our operating expenses and capital expenditure requirements through at least December 2027.
Management estimates that the offering proceeds plus existing cash will fund operations through at least December 2027. This is based on assumptions that may prove wrong, and the company could use capital sooner than expected.
Added in current filing · verify on EDGAR →
The expected net proceeds of this offering will not be sufficient for us to fund any of our product candidates through regulatory approval, and we will need to raise substantial additional capital to complete the development and commercialization of our product candidates.
The company explicitly states that the offering proceeds will not be enough to get any product candidate through regulatory approval, so substantial additional capital will be needed. This signals future dilution risk for investors.
Dilution · Dilution
New investors pay $1.97 per share but get $1.60 in pro forma net tangible book value, an immediate dilution of $0.37 per share.
Added in current filing · verify on EDGAR →
an immediate dilution of $0.37 per share to new investors participating in this offering
The company states that new investors will experience immediate dilution of $0.37 per share, calculated as the difference between the assumed public offering price of $1.97 and the pro forma as adjusted net tangible book value per share of $1.60 after the offering. This is a direct measure of how much of the offering price is not backed by tangible assets.
Added in current filing · verify on EDGAR →
assumed public offering price of $1.97 per share of common stock and accompanying Public Warrants, which is based on the closing price of our common stock on Nasdaq on June 23, 2026
The dilution analysis uses an assumed offering price of $1.97 per share, which is based on the closing price on June 23, 2026. This is a preliminary assumption, not a final price, and the actual price will be determined at pricing.
Added in current filing · verify on EDGAR →
We had a net tangible book value as of March 31, 2026 of $5,451,270, or $1.47 per share of common stock.
The company's net tangible book value per share before the offering is $1.47. This is the baseline against which the post-offering value is compared to calculate dilution.
Added in current filing · verify on EDGAR →
Our pro forma as adjusted net tangible book value as of March 31, 2026 would have been approximately $10,791,270, or $1.60 per share.
After giving effect to the offering, the pro forma as adjusted net tangible book value per share is $1.60. This is the value per share that new investors would receive, which is lower than the offering price, resulting in dilution.
Added in current filing · verify on EDGAR →
The above discussion and table is based on 3,696,668 shares of common stock outstanding on March 31, 2026, and excludes the following: ... 6,100,719 shares of our common stock issuable upon the exercise of warrants, with a weighted-average exercise price of $7.72 per share; ... 6,091,371 shares of common stock issuable upon the exercise of the Public Warrants issued pursuant to this offering;
The dilution calculation is based on 3,696,668 shares outstanding and excludes significant potential shares from warrants and options. If these are exercised, investors will experience further dilution beyond the $0.37 per share shown.
Risk Factors · Risk Factors
Risk factors for CELZ's offering, including no market for warrants, dilution, Nasdaq delisting risk, and best efforts offering.
Added in current filing · verify on EDGAR →
After giving effect to the sale by us of 3,045,685 shares of common stock and accompanying Public Warrants in this offering at a combined public offering price of $1.97 per share of common stock and accompanying Public Warrant, after deducting Placement Agent fees and estimated offering expenses payable by us, investors in this offering can expect an immediate dilution of $0.37 per share.
The company discloses that investors will experience immediate dilution of $0.37 per share based on the offering price of $1.97 per share and 3,045,685 shares sold. This is a specific, quantitative dilution figure that is material to investors.
Added in current filing · verify on EDGAR →
We do not intend to apply to list the Public Warrants or pre-funded warrants on the Nasdaq Capital Market or any nationally recognized trading system, and accordingly, there will be no trading market for such warrants.
The company states that the Public Warrants and pre-funded warrants will not be listed on any exchange, meaning there will be no trading market for them. This limits liquidity for warrant holders.
Added in current filing · verify on EDGAR →
This is a best efforts offering, no minimum amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business plans.
The offering is on a best efforts basis with no minimum amount required to be sold. This means the company may raise significantly less than the maximum offering amount, and investors will not receive a refund if the offering is undersubscribed.
Added in current filing · verify on EDGAR →
If we fail to satisfy the continued listing requirements of Nasdaq, such as the minimum closing bid price requirement, Nasdaq may take steps to de-list our securities.
The company faces the risk of being delisted from Nasdaq if it fails to meet listing requirements, such as the minimum bid price. Delisting could negatively affect the stock price and liquidity.
Added in current filing · verify on EDGAR →
If we are delisted from The Nasdaq Capital Market and our shares become subject to the penny stock rules, it would become more difficult to trade our shares.
If delisted and the stock price falls below $5.00, the shares would be subject to penny stock rules, which impose additional disclosure and suitability requirements on brokers, making it harder for investors to trade.
Experts · Experts
Audited financials are incorporated by reference in reliance on Haynie & Company as independent registered public accountants.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The audited consolidated financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the reports of Haynie & Company, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.
The company's audited consolidated financial statements are incorporated by reference based on the reports of Haynie & Company, which is identified as the independent registered public accounting firm. This is standard disclosure for an IPO prospectus and does not indicate any adverse findings.
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