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 1.01 Entry 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 5.02 Departure 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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Exhibit 99.1

 

MANAGEMENT REIMBURSEMENT AGREEMENT

 

 

THIS MANAGEMENT REIMBURSEMENT AGREEMENT (this “ Agreement ”), executed this 17 th day of November 2017, is by and between Creative Medical Health, Inc., a Delaware corporation (“ CMH ”), Creative Medical Technology Holdings, Inc., a Nevada corporation (“ CELZ ”), and Creative Medical Technologies, Inc., a Nevada corporation (“ CMT ”).

 

RECITALS:

 

WHEREAS, CMH has employment and consulting agreements with members of its management team whereby they have provided services for CMH;

 

WHEREAS, these employees and consultants also provide services for CELZ and CMT, affiliated entities of CMH, on an as needed basis;

 

WHEREAS, the parties previously determined that rather than creating separate service agreements with these employees and consultants, CELZ would reimburse CMH a portion of the costs of these parties on a monthly basis;

 

WHEREAS, since January 1, 2016, CELZ has reimbursed CMT, or accrued a reimbursement expense payable to CMT, for the services performed by the parties for CELZ and CMT; and

 

WHEREAS, the parties wish to memorialize in writing the oral arrangement and agreement by which the parties have been governed in regard to the subject matter of this Agreement.

 

NOW, THEREFORE, in consideration of the terms and conditions of set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

1.        Reimbursable Services . From and after January 1, 2016, CMH shall make available to CELZ and CMT the services of Timothy Warbington and Donald Dickerson, Thomas Ichim, PhD, Annette Marleau, and Dr. Amit Patel on a part-time, as-needed basis, for which CELZ shall reimburse CMH a monthly amount as follows:

 

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  

 

2.        Retroactive Effect . The parties have conducted operations in conformance with the terms of this Agreement since January 1, 2016 and hereby agree that the terms and conditions of this Agreement shall be applied retroactively to that date.

 

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3.        Reimbursement with Stock . At the option of CMH upon 10 day’s prior written notice to CELZ, the reimbursable amounts set forth above may be paid from time to time in shares of common stock of CELZ 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 common stock of CELZ) during the 20 trading days prior to time the notice is given.

 

4.        Term . The term of this Agreement shall commence retroactively to January 1, 2016 and this Agreement may be terminated by either party upon 30 days’ prior written notice.

 

5.        Miscellaneous . This Agreement constitutes the entire agreement between or among the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Arizona applicable to contracts made and to be performed in such state, without reference to the choice of law principals thereof, and any and all actions to enforce the provisions of this Agreement shall be brought in a court of competent jurisdiction in the State of Arizona and in no other place. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties will be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or he may be entitled. No supplement, modification, or amendment of this Agreement will be binding unless executed in writing by all the parties or the applicable parties to be bound by such amendment. No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver will be binding unless executed in writing by the party making the waiver. This Agreement will be binding on, and will inure to the benefit of, the parties to it and their respective successors, and assigns. If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable, and binding on the parties if the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable.

 

IN WITNESS WHEREOF, the undersigned, duly authorized, has executed this Agreement the day and year first written above.

  

 

  /s/ Timothy Warbington
  Timothy Warbington, Chief Executive Officer
  Creative Medical Health, Inc.
  Creative Medical Technology Holdings, Inc.
  Creative Medical Technologies, Inc.

 

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