UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Creative Medical Technology Holdings, Inc.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
22529Y 101
(CUSIP Number)
Timothy Warbington
2017 W Peoria Avenue
Phoenix, AZ 85029
(602) 680-7439
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 2017
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 |
name of reporting person
Timothy Warbington
i.r.s. identification no. of above person (entities only) |
| 2 |
check the appropriate box if a member of a group* (A) ¨ (B) ¨ |
| 3 | sec use only |
| 4 |
source of funds* PF |
| 5 | check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨ |
| 6 |
citizenship or place of organization United States |
|
number of shares beneficially owned by each reporting person with |
7 |
sole voting power
6,466,667 SHARES |
| 8 |
shared voting power
58,648,327 SHARES | |
| 9 |
sole dispositive power
6,466,667 SHARES | |
| 10 |
shared dispositive power
58,648,327 SHARES |
| 11 |
aggregate amount beneficially owned by each reporting person 65,114,994 SHARES |
| 12 | check box if the aggregate amount in row (11) excludes certain shares* |
| 13 |
percent of class represented by amount in row (11) 61.3% |
| 14 |
type of reporting person* IN |
Page 2 of 5
| 1 |
name of reporting person
Creative Medical Health, Inc.
i.r.s. identification no. of above person (entities only)
EIN 45-3715583 |
| 2 |
check the appropriate box if a member of a group*
(A) ¨ (B) ¨ |
| 3 | sec use only |
| 4 |
source of funds* WC |
| 5 | check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨ |
| 6 |
citizenship or place of organization DELAWARE |
|
number of shares beneficially owned by each reporting person with |
7 |
sole voting power
0 SHARES |
| 8 |
shared voting power
58,648,327 SHARES | |
| 9 |
sole dispositive power
0 SHARES | |
|
shared dispositive power
58,648,327 SHARES |
| 11 |
aggregate amount beneficially owned by each reporting person 58,648,327 SHARES |
| 12 | check box if the aggregate amount in row (11) excludes certain shares* |
| 13 |
percent of class represented by amount in row (11) 55.2% |
| 14 |
type of reporting person* HC |
Page 3 of 5
PRELIMINARY STATEMENT
This Amendment No. 2 (this “Amendment”) amends the Schedule 13D (the “Initial Statement”) filed by Timothy Warbington and Creative Medical Health, Inc., a Delaware corporation, (“CMH” and together with Mr. Warbington, the “Reporting Persons”) with the Securities and Exchange Commission on June 6, 2016, as amended on or about February 6, 2017, with respect to the shares of common stock, par value $0.001 per share (the “Shares”), of Creative Medical Technology Holdings, Inc., a Nevada corporation (the “Issuer”). This Amendment reports the adoption of a 10b5-1 trading by CMH in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 2 shall have the same meaning herein as are ascribed to such terms in the Initial Statement, as amended. Except as set forth herein, this Amendment No. 2 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D.
The following items of the Initial Statement, as amended, are hereby amended and restated as follows.
ITEM 4. PURPOSE OF TRANSACTION
The disclosure set forth in Item 6 is incorporated herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
On May 15, 2017, CMH entered into a 10b5-1 Plan (the “Plan”) with JH Darbie & Co., Inc. (“JH Darbie & Co.”) for the purpose of establishing a trading plan to effect sales of Shares of the Issuer in compliance with all applicable laws, including, without limitation, Section 10(b) of the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including but not limited to, Rule 10b5-1. The Plan allows for the sale of up to an aggregate of 750,000 Shares by JH Darbie & Co. on behalf of CMH commencing May 30, 2017, with sales outside of the Plan permitted prior thereto. CMH has deposited 250,000 shares with another broker for potential sales at market prices prior to May 30, 2017. The Shares sold pursuant to the Plan may only be sold in accordance with trading requirements adopted by CMH, and there can be no assurance as to how many Shares, if any, will be sold pursuant to the Plan or at what price any such Shares will be purchased, provided that no shares are sold below $0.45 per share. A copy of the Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
| Exhibit No. | Exhibit Description | |
| 99.1 | CMH 10b5-1 Plan dated May 15, 2017 |
[SIGNATURE PAGE TO FOLLOW]
Page 4 of 5
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: May 17, 2017 | /s/ Timothy Warbington | ||
| Timothy Warbington | |||
| Creative Medical Health, Inc. | |||
| Dated: May 17, 2017 | By: | /s/ Timothy Warbington | |
| Timothy Warbington, CEO | |||
Page 5 of 5
Exhibit 99.1
May 15, 2017
Plan For
Creative Medical Health, Inc.
This Plan is being put in place as not to violate Rule 10b5-1. Neither Creative Medical Health, Inc. (the “Shareholder”) nor Timothy Warbington (the “Shareholder Representative”) is in possession of any material nonpublic information as of the date of this Trading Plan (the “Plan”) as noted above.
This Plan is for the sale of up to 750,000 shares (the “Shares”) deposited by Creative Medical Health, Inc., specifically common shares of Creative Medical Technology Holdings, Inc. (“CELZ”) previously deposited with JH Darbie/COR Clearing account 67457929. The Plan shall be the exclusive plan of the Shareholder for the resale of shares of CELZ owned by it, and the Shareholder shall not sell any shares of CELZ during the term of this Plan following the Trading Commencement Date (as defined below) except through this Plan.
The initially deposited shares have been registered under the Securities Act on Form S-1 that was declared effective on March 3, 2017. The Shareholder is an affiliate of CELZ.
The Shares will be traded in a Discretionary Account managed by Marc Deutsch and/or Randy Bonito, Rep #DP54 at JH Darbie & Co., Inc. In the event that Marc Deutsch or Randy Bonito can no longer administer this Plan, Marc Deutsch or Randy Bonito will designate a successor at JH Darbie & Co., Inc. (the “Broker”) to manage the Shares. If no successor is designated, Creative Medical Health, Inc. shall designate a successor.
The starting date for this Plan will be May 10, 2017, the filing date of the CELZ 2016 first quarter report on Form 10-Q by CELZ with the Securities and Exchange Commission. Trading under this Plan will not commence for a period of 30 days following the starting date (the “Trading Commencement Date”).
Rules for Sales of the Shares
Marc and Randy have full discretion to sell Shares each day as the volume of sales permits in the market and per COR Clearing Rules. This includes but is not limited to selling a maximum of 100,000 Shares per week or 15% of the Daily Volume, whichever is greater. In any week when fewer than the maximum number of Shares may be sold, the unused amount or percentage from the prior week will not carry over and be added to the amount or percentage authorized for the subsequent week.
In an effort not to put undue pressure on the stock, Marc and Randy are asked to sell the majority of the shares each day at the ASK or as close to the ASK as they can get. In the event that Marc/Randy are unable to get enough stock out on any given day Marc/Randy are able to trade the stock within 5% of the best ASK on any given day at their individual sole discretion. Marc and Randy have full discretion to sell at the price and volume they are allowed by COR Clearing formulas until there is not sufficient stock to be sold on a daily basis. Notwithstanding the foregoing, none of the Shares will be sold at less than $0.45 per Share.
In the exercise of the discretion to determine the price at which and the date when Shares are to be sold, Broker shall not consult directly or indirectly with Shareholder or the Shareholder Representative, nor shall Broker receive any material nonpublic information about CELZ from the Shareholder or any other source.
Reporting Obligations
Broker will provide information to the Shareholder on a timely basis to permit the preparation and filing of any reports on Forms 3, 4 or 5 under Section 16(a) of the Exchange Act. Broker shall inform the Shareholder’s stock administrator of all trades made on behalf of Shareholder within two business days after any sale made pursuant to this Plan. Shareholder acknowledges that it is its responsibility to comply with the applicable regulations concerning the filing of Forms 3, 4 and 5.
Termination, Suspension, Modification of the Plan
This Plan will terminate on November 10, 2017, or when all of the Shares have been sold, whichever shall first occur. Termination prior to this date or suspension or modification of the Plan may be done at the sole option of the Shareholder with one trading day’s written notice as long as the Shareholder is not in possession of any material nonpublic information and provided that the termination, suspension, or modification occurs during an open trading window under the CELZ Insider Trading Policy adopted on April 18, 2017, a copy of which has been furnished to the Broker. The Plan may resume upon written instructions and as long as the holders are not in possession of any material nonpublic information
Stock Splits/Reincorporation/Reorganizations
In the event of a stock split or reverse stock split, the quantity and price at which the Shares are to be sold will be automatically adjusted proportionately.
In the event of a reincorporation or other corporate reorganization resulting in an automatic share-for-share exchange of new shares for the Shares subject to the Plan, then the new shares will automatically replace the Shares originally specified in the Plan, adjusted proportionately to the extent required.
I have the power to enter into this Plan dated this 5th of May 2017.
| /s/ Timothy Warbington | ||||
| Timothy Warbington, CEO | ||||
| Creative Medical Health, Inc. | ||||
| I agree to manage the Plan as described above to the best of my ability, dated this 15th day of May 2017. | ||||
| /s/ Marc Deutsch | /s/ Randy Bonito | |||
| Marc Deutsch | Randy Bonito | |||