BSEM / BioStem Technologies, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

As filed with the Securities and Exchange Commission on January 22, 2025

As filed with the Securities and Exchange Commission on January 22, 2025 File No. 001-42292 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 BioStem Technologies, Inc. (Exact name of registrant as specified in its charter) FLORIDA 27-

As filed with the Securities and Exchange Commission on November 27, 2024

As filed with the Securities and Exchange Commission on November 27, 2024 File No.

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.8 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this ''Agreement") is made and entered into as of this 8th day of January, 2024 (the "Effective Date"), by and between BioStem Technologies, Inc., a Florida corporation (the "Company"), and Shawn McCarrey ("Executive"). WITNESSETH: WHEREAS, the Company desires to employ Executive and to enter into this Agreement embod

AMENDED CERTIFICATE OF DESIGNATION SERIES B-l CONVERTIBLE PREFERRED SHARES Of BioStem Technologies, Inc,

Exhibit 4.2 AMENDED CERTIFICATE OF DESIGNATION SERIES B-l CONVERTIBLE PREFERRED SHARES Of BioStem Technologies, Inc, BioStem Technologies, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the Florida Business Corporation (the “Act”), does hereby certify that pursuant to the provisions of Sections 607.0821, 607.0602 and 607.0603 of the Act, the Corporation hereb

AMENDED AND RESTATED BYLAWS OF BioStem Technologies, Inc. a Florida corporation

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF BioStem Technologies, Inc. a Florida corporation 1. Offices. 1.1. Registered Office. The registered office of BioStem Technologies, Inc. (the “Corporation”) in the State of Florida shall be Jason Matuszewski, 4749 NE 11th Avenue, Oakland Park, FL 33334 or such other place as the Board of Directors of the Corporation (the “Board”) shall from time to time s

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.5 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 24th day of October, 2022 (the “Amendment Date”), by and between BioStem Technologies, Inc., a Florida corporation (the “Company”), and Michael Fortunato (“Executive”). W I T N E S S E T H : WHEREAS, the Company and the Exe

DISTRIBUTOR SERVICES AND SERVICES FEE I OTHER DISTRIBUTOR OBLIGATIONS

Exhibit 10.11 Please be advised that certain identified information has been excluded in this Exhibit because it is the type of information that the registrant treats as private or confidential and is (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that has been redacted/omitted is symbolized by “[***]”. THIS DISTRIBUTION AND SERVICES AGREEMENT ("Agreeme

Equity Exchange Agreement By and Among BioStem Technologies, Inc. Jason Matuszewski TABLE OF CONTENTS

Exhibit 10.9 Equity Exchange Agreement By and Among BioStem Technologies, Inc. And Jason Matuszewski TABLE OF CONTENTS Article I. DEFINITIONS 1 Section 1.01 Definitions. 1 Section 1.02 Interpretive Provisions. 2 Article II. PURCHASE AND SALE; PURCHASE PRICE 3 Section 2.01 Purchase and Sale. 3 Section 2.02 Deliverables at Closing. 3 Section 2.03 Closing. 3 Article III. REPRESENTATIONS AND WARRANTIE

Amendment No. 1 to Executive Employment Agreement

Exhibit 10.4 Amendment No. 1 to Executive Employment Agreement This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) is made and entered into as of this 24th day of October, 2022 (the “Amendment Date”), by and between BioStem Technologies, Inc., a Florida corporation (the “Company”), and Jason Matuszewski (“Executive”). The Company and Executive may be referred to herein indivi

BioStem Technologies, Inc. 2021 Equity Incentive Plan Dated as of May 3, 2021

Exhibit 10.1 BioStem Technologies, Inc. 2021 Equity Incentive Plan Dated as of May 3, 2021 542112-2 Table of Contents Article I. Purposes and Definitions 1 Section 1.01 Purposes of this Plan; Structure. 1 Section 1.02 Definitions. 1 Section 1.03 Additional Interpretations. 6 Article II. Stock Subject to this Plan; Administration. 7 Section 2.01 Stock Subject to this Plan. 7 Section 2.02 Administra

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 22nd day of July 2022 (the “Effective Date”), by and between BioStem Technologies, Inc., a Florida corporation (the “Company”), and Jason Matuszewski (“Executive”). Effective as of the Effective Date, any prior employment agreement between the Company and the Execu

Amended and Restated Articles of Incorporation of BioStem Technologies, Inc.

Exhibit 3.1 Amended and Restated Articles of Incorporation of BioStem Technologies, Inc. Article I. Name The name of the corporation is BioStem Technologies, Inc. (the “Corporation”). Article II. Registered Office and Agent The address of the registered office of the Corporation in the State of Florida is 4749 NE 11th Avenue, Oakland Park, FL 33334 o such other place as the Board of Directors of t

BioStem Technologies, Inc. 2022 Equity Incentive Plan Dated as of November 18, 2022

Exhibit 10.2 BioStem Technologies, Inc. 2022 Equity Incentive Plan Dated as of November 18, 2022 DOCPROPERTY "CUSDocIDChunk0" 584765.v1 Table of Contents Article I. Purposes and Definitions 1 Section 1.01 Purposes of this Plan; Structure. 1 Section 1.02 Definitions. 1 Section 1.03 Additional Interpretations. 6 Article II. Stock Subject to this Plan; Administration. 7 Section 2.01 Stock Subject to

ARTICLES OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION Of BioBlue Technologies, Inc.

Exhibit 3.2 ARTICLES OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION Of BioBlue Technologies, Inc. The undersigned, being the Chief Operating Officer of BioBlue Technologies, Inc., 8 corporation existing under the laws of the State of Florida (the “Corporation”), does hereby amend the Amended and Restated Articles of Incorporation of the Corporation filed With the Division of Corpor

FIRST AMENDMENT TO DISTRIBUTION AND SERVICES AGREEMENT

Exhibit 10.12 Please be advised that certain identified information has been excluded in this Exhibit because it is the type of information that the registrant treats as private or confidential and is (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that has been redacted/omitted is symbolized by “[***]”. FIRST AMENDMENT TO DISTRIBUTION AND SERVICES AGREE

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.6 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 22nd day of July 2022 (the “Effective Date”), by and between BioStem Technologies, Inc., a Florida corporation (the “Company”), and Andrew Van Vurst (“Executive”). Effective as of the Effective Date, any prior employment agreement between the Company and the Execut

Equity Exchange Agreement By and Among BioStem Technologies, Inc. Andrew Van Vurst TABLE OF CONTENTS

Exhibit 10.10 Equity Exchange Agreement By and Among BioStem Technologies, Inc. And Andrew Van Vurst TABLE OF CONTENTS Article I. DEFINITIONS 1 Section 1.01 Definitions. 1 Section 1.02 Interpretive Provisions. 2 Article II. PURCHASE AND SALE; PURCHASE PRICE 3 Section 2.01 Purchase and Sale. 3 Section 2.02 Deliverables at Closing. 3 Section 2.03 Closing. 3 Article III. REPRESENTATIONS AND WARRANTIE

Amendment No. 1 to Executive Employment Agreement

Exhibit 10.7 Amendment No. 1 to Executive Employment Agreement This Amendment No. 1 to Executive Employment Agreement (this "Amendment") is made and entered into as of this 24th day of October, 2022 (the "Amendment Date"), by and between BioStem Technologies, Inc., a Florida corporation (the "Company"), and Andrew Van Vurst ("Executive"). The Company and Executive may be referred to herein individ

List of Subsidiaries of BioStem Technologies, Inc.

Exhibit 21.1 List of Subsidiaries of BioStem Technologies, Inc. Entity Name Place of Organization Blue Tech Industries, Inc. (d/b/a BioStem Life Sciences, Inc.)* Delaware Nesvik Pharmaceuticals, Inc.* Delaware Auxocell Operations, Inc.* Nevada * 100% owned subsidiary of BioStem Technologies, Inc.

EXCLUSIVE COMMERCIALIZATION AND IP AGREEMENT

Exhibit 10.13 EXCLUSIVE COMMERCIALIZATION AND IP AGREEMENT This EXCLUSIVE COMMERCIALIZATION AND INTELLECTUAL PROPERTY (“IP”) AGREEMENT (together with its Exhibit(s), the “Agreement”) is entered into and made effective as of June 29, 2023 (the “Effective Date”) by and between (i) BioStem Technologies, Inc., a Florida corporation (“BioStem”), and (ii) Hesed Life and Medical, LLC, a California limite

As filed with the Securities and Exchange Commission on September 27, 2024

As filed with the Securities and Exchange Commission on September 27, 2024 File No.

Form of Restricted Unit Award Agreement BioStem Technologies, Inc. Restricted Unit Award Agreement

Exhibit 10.14 Form of Restricted Unit Award Agreement BioStem Technologies, Inc. Restricted Unit Award Agreement Number of Restricted Stock Units Grant Date Vesting Schedule/Performance Period/Performance Vesting Requirements BioStem Technologies, Inc., a Florida corporation (the “Company”), hereby grants to [] (the “Participant”, also referred to as “you”) the Restricted Stock Units (the “Restric

AMENDED CERTIFICATE OF DESIGNATION SERIES A-1 CONVERTIBLE PREFERRED SHARES Of BioStem Technologies, Inc.

Exhibit 4.1 AMENDED CERTIFICATE OF DESIGNATION SERIES A-1 CONVERTIBLE PREFERRED SHARES Of BioStem Technologies, Inc. BioStem Technologies, Inc. (the “Corporation, a corporation organized and existing under and by virtue of the Florida Business Corporation Act (the “Act”), does hereby certify that pursuant to the provisions of Sections 607.0821, 607.0602 and 607.0603 of the Act, the Corporation her