Proxy Statement - Form DEF 14A

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-2

CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.

(Name of Registrant as Specified in Its Charter)

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Sincerely,

Timothy Warbington

Chief Executive Officer

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting To Be Held on 2024: This Proxy Statement is available at the following website: www.proxyvote.com.

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR SPECIAL MEETING

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PROPOSAL ONE: APPROVAL OF AN AMENDMENT TO OUR ARTICLES OF INCORPORATION INCREASING THE NUMBER OF OUR AUTHORIZED SHARES OF COMMON STOCK FROM 5,000,000 SHARES TO 25,000,000 SHARES

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PROPOSAL TWO: APPROVAL OF THE EXERCISE IN FULL OF THE INVESTOR WARRANTS

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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OTHER MATTERS

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Q:

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

A:

In accordance with the rules of the Securities and Exchange Commission ("SEC"), we have elected to furnish our proxy materials, including this Proxy Statement, primarily via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about November 4, 2024 to all stockholders entitled to vote at the Special Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials via the Internet to help reduce the environmental impact of our meetings of stockholders.

Q:

What items will be voted on at the Special Meeting?

A:

Stockholders will vote on the following items at the Special Meeting:

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Approval of the exercise in full of warrants to purchase an aggregate of 837,104 shares of our Common Stock (the "Investor Warrants") that we issued in a private placement to certain institutional investors on October 23, 2024; and

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Q:

How does the Board of Directors recommend I vote on these proposals?

A:

The Board of Directors unanimously recommends that the stockholders vote:

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FOR the approval of an amendment to our Articles of Incorporation increasing the number of our authorized shares of Common Stock from 5,000,000 shares to 25,000,000 shares; and

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FOR the approval of the exercise in full of the Investor Warrants.

With respect to any other matter that properly comes before the Special Meeting, the proxies will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion.

Q:

Who may vote at the Special Meeting?

A:

Stockholders of record as of the close of business on October 23, 2024 (the "Record Date") are entitled to receive notice of, to attend, and to vote at the Special Meeting. As of the Record Date, there were 1,747,832 shares of our Common Stock issued and outstanding, held by 78 holders of record, and one (1) share of Series B Preferred Stock held by our Chief Executive Officer. The Series B Preferred Stock may only vote on the Share Increase Proposal.

Q:

How many votes do I have?

A:

You have one vote for each share of Common Stock you owned as of the Record Date. The holder of the one outstanding share of our Series B Preferred Stock has 100,000,000 votes but has the right to vote only on the Share Increase Proposal, and the Series B Preferred Stock will be voted in the same proportion as the votes cast by shares of Common Stock on the Share Increase Proposal. For example, if 60% of the votes cast by holders of Common Stock for the Share Increase Proposal vote "FOR" the proposal and 40% vote "Against" the proposal, the holder of the share of Series B Preferred Stock will cast 60,000,000 votes "FOR" the Share Increase Proposal and 40,000,000 votes "Against" the Share Increase Proposal. Conversely, if 60% of the votes cast by holders of Common Stock for the Share Increase Proposal vote "Against" the proposal and 40% vote "FOR" the proposal, the holder of the share of Series B Preferred Stock will cast 60,000,000 votes "Against" the Share Increase Proposal and 40,000,000 votes "For" the Share Increase Proposal. The Series B Preferred Stock will vote on the Share Increase Proposal as a single class with the Common Stock. The share of Series B Preferred Stock will be automatically redeemed by us effective upon the approval of the Share Increase Proposal (or at an earlier time as the Board may determine in its sole discretion).

Q:

What is the voting requirement to approve each the proposals?

A:

The affirmative vote of the holders of a majority of the voting power of the outstanding shares of Common Stock and one share of Series B Preferred Stock, voting together as a single class, will be required to approve the Share Increase Proposal. This is the only proposal with respect to which the Series B Preferred Stock is entitled to vote.

For the proposal to approve the exercise of the Investor Warrants, and any proposal to adjourn the Special Meeting or other matters that may properly come before the Special Meeting, the affirmative vote from holders of a majority of the shares present and entitled to vote thereon, either in person or represented by proxy at the Special Meeting, will be required to approve such proposal.

Q:

How many shares must be present or represented to conduct business at the Special Meeting?

A:

At the Special Meeting, the presence in person or by proxy of one-third of the aggregate voting power of the Common Stock issued and outstanding and entitled to vote at the Special Meeting is required for the Special Meeting to proceed. If you have returned valid proxy instructions or attend the Special Meeting, your shares of Common Stock will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting at the meeting. Unless at least one-third of the shares of Common Stock outstanding on the Record Date are present in person or by proxy at the Special Meeting, the holder of Series B Preferred Stock will not cast any votes on the Share Increase Proposal.

Q:

If I am a stockholder of record, how do I vote?

A:

If you are a stockholder of record, there are four ways to vote:

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At the Special Meeting. You may vote in person at the Special Meeting if you are the record owner of the shares to be voted. You can also vote in person at the Special Meeting if you present a properly signed proxy that authorizes you to vote shares on behalf of the record owner.

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Please note that the Internet and telephone voting facilities will close at 11:59 p.m. Eastern Time (8:59 p.m. Pacific Standard Time) on December 18, 2024.

Q:

If I am a beneficial owner of shares held in street name, how do I vote?

A:

If you are a beneficial owner of shares held in street name, you should have received from your broker, bank, trustee or other nominee instructions on how to vote or instruct the broker to vote your shares, which are generally contained in a "vote instruction form" sent by the broker, bank, trustee or other nominee. Please follow their instructions carefully. Street name stockholders generally may vote by one of the following methods:

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At the Special Meeting. If you wish to vote at the Special Meeting, you must obtain a legal proxy from the organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy to you by your broker, bank, trustee, or other nominee.

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Q:

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

A:

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, vStock Transfer, LLC, you are considered the stockholder of record with respect to those shares, and the Notice or these proxy materials were sent directly to you by us.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the "beneficial owner" of shares held in "street name," and the Notice or these proxy materials were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account.

Q:

How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?

A:

Brokerage firms and other intermediaries holding shares of our Common Stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on the Share Increase Proposal. Your broker will not have discretion to vote on our other proposals, all of which are "non-routine" matters, absent direction from you, resulting in broker non-votes.

Q:

Can I change my vote or revoke my proxy?

A:

You may change your vote or revoke your proxy at any time prior to the taking of the vote at the Special Meeting.

If you are the stockholder of record, you may change your vote by (1) granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method), (2) providing a written notice of revocation to our Corporate Secretary at Creative Medical Technology Holdings, Inc., 211 E Osborn Road, Phoenix, AZ 85012 prior to your shares being voted, or (3) attending the Special Meeting and voting at the Special Meeting. Attendance at the Special Meeting will not cause your previously granted proxy to be revoked unless you specifically so request or vote in person at the Special Meeting.

For shares you hold beneficially in street name, you generally may change your vote by submitting new voting instructions to your broker, bank, trustee, or nominee following the instructions they provided, or, if you have obtained a legal proxy from your broker, bank, trustee, or nominee giving you the right to vote your shares, by attending the Special Meeting and voting during the meeting.

Q:

If I submit a proxy, how will it be voted?

A:

When proxies are properly dated, executed, and returned, the shares represented by such proxies will be voted at the Special Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, the shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described in the Proxy Statement are properly presented at the Special Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Special Meeting is postponed or adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions, as described below under "Can I change my vote or revoke my proxy?"

Q:

How are proxies solicited for the Special Meeting?

A:

Our Board of Directors is soliciting proxies for use at the Special Meeting. All expenses associated with this solicitation will be borne by us. We may, on request, reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank, or other nominee holds shares of our Common Stock on your behalf. We have retained Okapi Partners LLC, a proxy solicitation firm, to solicit proxies for a fee of $8,000 plus a reasonable amount to cover out-of-pocket expenses for proxy solicitation services. In addition, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.

Q:

What should I do if I get more than one proxy or voting instruction card?

A:

Stockholders may receive more than one set of voting materials, including multiple copies of the proxy materials and multiple Notices, proxy cards, or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive separate sets of proxy materials for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more than one name will receive more than one set of proxy materials or one Notice. You should vote in accordance with all of the proxy cards and voting instruction cards you receive relating to the Special Meeting to ensure that all of your shares are counted.

Q:

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

A:

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process is commonly referred to as "householding."

A single set of proxy materials may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you notify your broker or us that you no longer wish to participate in householding.

If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, you may (1) notify your broker, or (2) direct your written request to: Corporate Secretary, Creative Medical Technology Holdings, Inc., 211 E Osborn Road, Phoenix, AZ 85012. Stockholders who receive multiple copies of the proxy statement at their address and would like to request householding of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the Proxy Statement to a stockholder at a shared address to which a single copy of the documents was delivered.

Q:

Where can I find the voting results of the Special Meeting?

A:

We will announce preliminary voting results at the Special Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Special Meeting.

Q:

What is the deadline to propose actions for consideration at next year's Annual Meeting of Stockholders or to nominate individuals to serve as directors?

A:

Stockholder Proposals: Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our next annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2025 Annual Meeting of Stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices no later February 6, 2025. If we hold our 2025 Annual Meeting of Stockholders more than 30 days before or after July 19, 2025 (the one-year anniversary date of the 2024 Annual Meeting of Stockholders), we will disclose the new deadline by which stockholders proposals must be received in a press release or under Item 5 of Part II of our earliest possible Quarterly Report on Form 10-Q or a Current Report on Form 8-K. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and related SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials.

Proposals should be addressed to:

Creative Medical Technology Holdings, Inc.

Attn: Corporate Secretary

211 E Osborn Road

Phoenix, AZ 85012

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raising capital;

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providing equity incentives to employees, officers or directors;

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establishing strategic relationships with other companies; and

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the acquisition of other businesses or products.

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Names and Address of Individual or Identity of Group(1)

Number of Shares Beneficially Owned

Beneficial

Ownership (%)

Officers and Directors

Timothy Warbington

(2)

Donald Dickerson

(3)

*

Michael H. Finger

*

Susan Snow

-0-

*

Bruce S. Urdang

-0-

*

All Directors and Executive Officers as a Group (5 Persons)

5% Holders

(1)

Unless otherwise indicated, the business address of each officer and director of the Company is c/o Creative Medical Technology Holdings, Inc., 211 E. Osborn Road, Phoenix, AZ 85012.

(2)

Includes 22,695 shares beneficially owned by Creative Medical Health, Inc., of which Mr. Warbington serves as President and Chief Executive Officer, and currently exercisable options to purchase 4,394 shares of Common Stock. Mr. Warbington is also the holder of the one (1) share of the Company's Series BA Preferred Stock, which has no voting rights other than the right to 100,000,000 votes on the Share Increase Proposal. However, the Series B Preferred Stock will be voted in the same proportion as the votes cast by shares of Common Stock on the Share Increase Proposal, even if a majority of the shares of Common Stock are voted "Against" this proposal. The share of Series B Preferred Stock will be automatically redeemed effective upon the approval of the Share Increase Proposal (or at an earlier time as the Board may determine in its sole discretion).

(3)

Includes currently exercisable warrants to purchase 3,000 shares of Common Stock and currently exercisable options to purchase 3,993 shares of Common Stock.

(4)

Includes 3,000 shares that may be issued under currently exercisable warrants, and 8,387 shares that may be issued under currently exercisable options.