Material Agreement - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement.

On May 14, 2024, Creative Medical Technology Holdings, Inc. (the "Company") entered into a Securities Purchase Agreement with Timothy Warbington, the Company's Chief Executive Officer, pursuant to which Mr. Warbington purchased one share of the Company's newly designated Series B Preferred Stock (the "Series B Preferred Stock"), for a purchase price of $100.00. The Series B Preferred Stock has the rights, preferences, privileges, qualifications, limitations and restrictions set forth in the Certificate of Designation of Preferences, Rights And Limitations of the Series B Preferred Stock filed by the Company with the Secretary of State of the State of Nevada on May 15, 2024 (the "Certificate of Designations), pursuant to which the Company designated one share of Series B Preferred Stock.

On May 16, 2024, the Company filed a preliminary proxy statement with the Securities and Exchange Commission relating to its upcoming annual meeting of stockholders (the "Annual Meeting"). As disclosed in the preliminary proxy statement, one of the items to be considered by the Company's stockholders at the Annual Meeting is a proposal to approve an amendment to the Company's Articles of Incorporation increasing the number of authorized shares of the Company's common stock from 5,000,000 shares to 25,000,000 shares (the "Share Increase Proposal"). Pursuant to the Certificate of Designations, the Series B Preferred Stock has no voting rights other than the right to 100,000,000 votes on the Share Increase Proposal; provided, however, that 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. The Certificate of Designations further provides that the share of Series B Preferred Stock will be automatically redeemed effective upon the approval of the Share Increase Proposal (or at such earlier time as the Board of Directors of the Company may determine in its sole discretion). The Series B Preferred Stock is not convertible into common stock.

The foregoing descriptions of the Certificate of Designation and Series B Preferred Stock are qualified in their entirety by reference to the Certificate of Designation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.