Creative Medical Technology Holdings Inc

This management proposal asks stockholders to approve an amendment to the Company’s Articles of Incorporation to increase authorized common shares from 25,000,000 to 100,000,000. Management seeks approval to provide the Company with additional flexibility to issue equity for capital raising, employee incentives, strategic relationships, or acquisitions, noting that although no commitments to issue shares currently exist, the increase would address limited remaining authorized shares given outstanding warrants and options. The proposal explains potential dilutive and anti-takeover effects of increasing authorized shares and confirms that the new shares would have identical terms and no preemptive rights. The Board unanimously recommends a FOR vote, arguing the increase is advisable for corporate flexibility and to ensure sufficient authorized shares for potential future needs; the filing notes the amendment will become effective upon filing with Nevada’s Secretary of State. This proposal is governance-related (charter amendment) and does not involve immediate issuance of shares, but could enable significant dilution depending on future issuances; stockholders should weigh the company's current capitalization and plans against dilution and anti-takeover considerations. The recommendation rationale centers on maintaining operational and strategic flexibility and avoiding the costs and delays of repeated charter amendments. The vote requires a majority of shares present and entitled to vote, with abstentions counting as against.

This management proposal requests stockholder approval to permit certain investors to exercise in full warrants to purchase 5,580,680 shares at $1.60 per share, which were issued in a private placement tied to inducement letters. Management seeks approval to comply with Nasdaq Listing Rule 5635(d) because the exercise would result in issuance of more than 20% of outstanding shares at a price below the Minimum Price and the warrants are conditioned on stockholder consent. The proposal arises from a June 30, 2025 transaction where existing warrant holders agreed to exercise at a reduced price and receive additional inducement warrants; the inducement warrants cannot be exercised without stockholder approval and will be exercisable for five years after approval. The board recommends approval, citing contractual obligations in the securities purchase agreement requiring the special meeting and the alternative of repeating costly stockholder meetings every 60 days until approval is obtained. Approval would enable significant dilution and potential downward pressure on the share price upon market sale of the issuable shares; stockholders must weigh dilution against avoiding recurring administrative costs and fulfilling contractual obligations that may preserve relationships with institutional investors. The company also plans to file a registration statement to permit resale of the underlying shares, which may affect liquidity and market supply. The vote requires a majority of shares present and entitled to vote, with abstentions counted as against; the board’s recommendation is unanimous.