BioStem Technologies Announces $2.5 Million Private Placement Financing with its First Institutional Investor

Strengthening balance sheet on path to Nasdaq uplisting

POMPANO BEACH, Fla., May 22, 2026 (GLOBE NEWSWIRE) -- BioStem Technologies Inc.(OTC: BSEM), a leading regenerative medicine company focused on the development, manufacturing, and commercialization of perinatal tissue allograft products, today announced it has entered into a securities purchase agreement (the “Securities Purchase Agreement”) with its first institutional investor for the purchase and sale of 746,269 shares of common stock at a price of $3.35 per share for aggregate gross proceeds of approximately $2.5 million. The Company expects to use the net proceeds from the offering for working capital and general corporate purposes.

“This transaction marks continued progress in the execution of our capital markets strategy, and, together with the previously announced debt retirement, strengthens our balance sheet” said Jason Matuszewski, Chairman and CEO of BioStem Technologies. “We expect the progress we are making toward the Nasdaq uplist and our improved capital position will provide increased flexibility to address our long-term capital needs in support of our growth plans.”

The Securities Purchase Agreement includes anti-dilution provisions that could require the Company to issue additional shares or pre-funded warrants to the investor in connection with certain future offerings of securities by the Company.

The closing of the offering is expected to occur on or about May 22, 2026, subject to the satisfaction of customary closing conditions.

The offer and sale of the foregoing securities is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, and applicable state securities laws, and the securities have not been and will not initially be registered under the Securities Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of the Securities Purchase Agreement, the Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission covering the resale of the shares of common stock and shares of common stock underlying any pre-funded warrants issued in the offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About BioStem Technologies, Inc. (OTC: BSEM): BioStem Technologies is a publicly traded, biomedical innovator, focused on developing, manufacturing and commercializing advanced allograft solutions derived from perinatal tissue. The company leverages its industry-leading proprietary BioRetain®, CryoTek® and SteriTek® processing technologies, designed to optimize the preservation of the natural properties of these tissues, supporting their use in clinical settings. Its allografts are used by clinicians across a wide range of specialties. With a growing portfolio of products, expanding clinical research initiatives, and a national commercial footprint, BioStem is committed to advancing innovation in regenerative medicine.

BioStem Technologies’ quality management system and standard operating procedures have been reviewed and accredited by the American Association of Tissue Banks (“AATB”). These systems and procedures are established in compliance with current Good Tissue Practices (“cGTP”) and current Good Manufacturing Practices (“cGMP”). BioStem’s portfolio of quality brands includes its Neox®, Clarix®, VENDAJE® and American Amnion™ product lines.

Forward-Looking Statements

Certain statements in this press release may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to expectations or forecasts of future events including with respect to the operations of the Company, strategies, prospects, and other aspects of the business of the Company. Forward-looking statements may be identified using words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate”, “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical fact. Forward-looking statements in this release include, among other things, statements regarding: the proposed closing of the transaction; the intended use of proceeds from the offering; the Company’s ability to uplist to Nasdaq; the Company’s cash and cash equivalents balance; and the Company’s long-term capital needs and ability to grow.

Forward-looking statements are based on current expectations that are subject to known and unknown risks and uncertainties, which could cause actual results or outcomes to differ materially from expectations expressed or implied by such forward-looking statements. These factors include, but are not limited to: the Company’s ability to obtain financing on terms acceptable to it, or at all; the impact of any changes in applicable laws or regulations; the Company's accounts receivable collection risk and concentration; the Company’s ability to maintain production of its products in sufficient quantities to meet demand; and the possibility that the Company may be adversely affected by other general economic, business, and/or competitive factors. There may be additional risks about which the Company is presently unaware of or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company undertakes no duty to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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Contact BioStem:
Website: www.biostemtechnologies.com
E-Mail: info@biostemtech.com
X: @BSEM_Tech
Facebook: BioStemTechnologies
Phone: 954-380-8342

Investor Relations:
Philip Trip Taylor, Gilmartin
Group E-Mail: ir@biostemtech.com

Public Relations:
Jennifer Horton, Relevance
jennifer@relevance.com

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