BioStem Technologies, Inc. filed its quarterly report on Form 10-Q for the period ended September 30, 2026, with the SEC on November 12, 2026, disclosing operational updates, risk factors, and a $10.0 million unpaid payment obligation.

Key Highlights

  • Share count: As of November 11, 2026, the company had 19,178,631 shares of common stock, $0.001 par value per share, outstanding.
  • Unpaid obligation: The company disclosed that a $10.0 million Clearance Payment owed to BioTissue, which was due on September 15, 2026, "remains unpaid."
  • Going concern: The filing lists as a key risk the company's "ability to continue as a going concern and to obtain sufficient additional financing, on acceptable terms or at all, to fund our operations and satisfy our obligations."
  • Material weakness: The company cited its ability "to remediate material weaknesses" as a forward-looking concern, acknowledging potential impact on business and financial condition if remediation is unsuccessful.
  • Filer classification: BioStem Technologies is classified as a non-accelerated filer, smaller reporting company, and emerging growth company.
  • Equity facility: The filing references potential dilution to existing stockholders from sales of common stock under a Committed Equity Facility with Roth Principal Investments, LLC.

BioStem Technologies Reports Unpaid BioTissue Obligation and Going-Concern Risk in September 2026 Quarter

BioStem Technologies, Inc. (NASDAQ:BSEM), a Florida-incorporated company headquartered in Pompano Beach, filed its Form 10-Q for the quarterly period ended September 30, 2026. The filing identifies several significant risks to the company's financial condition and operations, most prominently the status of a payment tied to its acquisition of BioTissue assets.

According to the filing, a $10.0 million Clearance Payment owed to BioTissue under an asset purchase agreement was due on September 15, 2026, and "remains unpaid." The company lists "the consequences of any default or exercise of remedies by BioTissue under the asset purchase agreement" as a material risk factor. The filing also discloses that the company's ability to continue as a going concern depends on obtaining "sufficient additional financing, on acceptable terms or at all." These disclosures appear in the cautionary note regarding forward-looking statements and the associated risk factor list, which the company notes are subject to known and unknown risks and uncertainties.

The filing further references the company's intention to expand its product portfolio into the broader advanced wound care and surgical hospital market, including plans related to Medicare reimbursement and integration of a product called Catalyze. The company also disclosed that it has a Committed Equity Facility with Roth Principal Investments, LLC, with the filing cautioning that sales of common stock under that facility could result in dilution to existing stockholders. BioStem Technologies reported it had filed all required reports during the preceding 12 months and submitted all required Interactive Data Files electronically.

What Was Disclosed

BioStem Technologies filed its Q3 2026 quarterly report disclosing 19,178,631 shares outstanding, an unpaid $10.0 million BioTissue Clearance Payment past due as of September 15, 2026, going-concern risk, material weakness remediation concerns, and potential stockholder dilution from an equity facility.