US Stem Cell Inc (USRM)

[Dragon Lady]

Is BHRT cash desperate or in a major (worse than normal) CASH CRUNCH?

They just filed two SEC Form 4's in which two BOD members bought shares direct from the company- which is essentially insider's buying shares-for-cash, aka sort of a Red-D or "exempt" sale I think it's called or something like that? As the insiders are are "accredited" and I guess "exempt" investors being insiders and large holders of shares. That's why they didn't buy on the open market I think- because it's actually to raise quick cash direct to the company's bank account it would seem to me?

Interesting- when one does the math on the two transactions, they equal essentially exactly $20K a piece, per the amount of shares and share count on the SEC Form 4. It's like they adjusted the share count to make the deals worth exactly $20K each.

Why would BHRT suddenly need $20K a piece from two insiders? They've sold small chunks of stock off many times- per the latest SEC filings. I believe it was in the last 10-Q they even sold like $5K worth in a "private" (company direct to buyer) transaction- in April 2015 I think it was.

Are they in a major cash pinch right now? Perhaps they needed cash so bad - that they couldn't wait for another Magna credit line draw-down to process or get another toxic lender deal inked in time to get the money needed for whatever their situation is? Why two $20K transactions, back to back, within days of each other? Fascinating IMO. They may be in a worse than normal cash crunch possibly/maybe ? (if that's even possible, given their extremely precarious cash position of $79K left against $2 MILLION in just accounts payable, per the last field 10-Q. They've been essentially cash broke for all intents and purposed (see any 10-Q or 10-K plastered with GOING CONCERN and LIQUIDITY PROBLEM WARNINGS plastered all throughout the documents) a long, long time now- just see any 10-Q or 10-K going back at least 2 yrs, but could this be even more desperate or something now- that they had to get two insiders to do a cash-for-shares quick financing deal? I'd expect the next 10-Q to list these two insider transactions as some sort "shares sold deal" and probably like being "exempt" Reg "D" deals or something (whatever they're called typically)- like in the past filings.

Guess we'll see- but the timing of it seems odd to me. Given that BHRT has already done Qty-5, FIVE toxic, floorless convertible debt deals in just Jan/Feb and then April of 2015 already (see the 10-K and the 10-Q, Daniel James, Vis Vires, KBM Worldwide, etc) - and then are also already making several major draw-downs on the Magna dilution credit line- I mean, they can't get cash coming in fast enough from those deal and need more insider cash funding too?

Not making sense to me?

http://www.sec.gov/Archives/edgar/data/1388319/000120677415001748/xslF345X03/ahn_form4.xml

http://www.sec.gov/Archives/edgar/data/1388319/000114544315000733/xslF345X03/murphy_form4.xml

And then, from the latest filed 10-Q, PAGE 24:

"Subsequent financing

On April 13, 2015, the Company entered into a Securities Purchase Agreement with Vis Vires Group, Inc. (“Vis”), for the sale of an 8% convertible note in the principal amount of $33,000 (the “Note”).

The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on January 16, 2016. The Note is convertible into common stock, at Vis’s option, at a 45% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the Note in full, the Company is required to pay off all principal, interest and any other amounts owed multiplied by (i) 140% if prepaid during the period commencing on the closing date through 179 days thereafter. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment.

On April 27, 2015, the Company entered into a Securities Purchase Agreement with Daniel James Management, Inc., for the sale of an 9.5% convertible note in the principal amount of $25,000 (the “Note”).

The Note bears interest at the rate of 9.5% per annum. All interest and principal must be repaid on April 26, 2016. The Note is convertible into common stock, at Asher’s option, at a 47% discount to the lowest daily closing trading price of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the Note in full, the Company is required to pay off all principal at 150%, interest and any other amounts."

And

"Subsequent stock issuances

On April 2, 2015, the Company issued 11,508,100 shares of common stock in settlement of $213,904 of accrued payables to Guarantor of the Company’s loan agreement with Bank of America and Seaside Bank. (See Note 5).

In April 2015, the Company sold 540,736 shares of its common stock for net proceeds of $5,000. In connection with the stock sale, the Company issued 540,736 warrants to purchase the Company’s common stock for five years at $0.009247 per share. In In addition, the Company issued 6,869,151 shares of its common stock in settlement for services, provided, 22,053,009 shares of its common stock in settlement of $79,000 of outstanding convertible notes payable, and $2,739 accrued interest, 1,363,031 shares of its common stock in settlement of $12,635.29 related party interest on Northstar debt (see Note 8), 14,917,086 shares of our common stock in exchange of $79,075 draw down on the Magna equity line and on April 9, 2015, the Company issued 413,289 shares of its common stock in settlement as “true up” shares pursuant to the draw down on the equity line."

And then the most recent 10-K (end 2014) PAGE F-34/35:

"Subsequent financing

On January 7, 2015, the Company entered into a Securities Purchase Agreement with KBM Worldwide, Inc. (“KBM”), for the sale of an 8% convertible note in the principal amount of $38,000 (the “Note”).

The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on October 9, 2015. The Note is convertible into common stock, at KBM’s option, at a 45% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the Note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 140% if prepaid during the period commencing on the closing date through 179 days thereafter. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment.

On January 28, 2015, the Company entered into a Securities Purchase Agreement with Fourth Man, LLC., for the sale of an 9.5% convertible note in the principal amount of $25,000 (the “Note”).

The Note bears interest at the rate of 9.5% per annum. All interest and principal must be repaid on January 27, 2016. The Note is convertible into common stock, at Asher’s option, at a 47% discount to the lowest daily closing trading price of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the Note in full, the Company is required to pay off all principal at 150%, interest and any other amounts.

On February 19, 2015, the Company entered into a Securities Purchase Agreement with Vis Vires Group, Inc. (“VIS”), for the sale of an 8% convertible note in the principal amount of $38,000 (the “Note”).

The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on November 23, 2015. The Note is convertible into common stock, at VIS’s option, at a 45% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the Note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 140% if prepaid during the period commencing on the closing date through 179 days thereafter. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment.
"

And

"Subsequent stock issuances

In January 2015, the Company issued 4,783,568 shares of its common stock in settlement for services, provided 14,299,567 shares of its common stock in settlement of $49,500 of outstanding convertible notes payable, and $2,981 accrued interest and 2,096,450 shares of its common stock for net proceeds of $16,118 from equity drawdown under the Magna Purchase Agreement.

In February 2015, the Company sold an aggregate of 1,443,656 shares of its common stock for net proceeds of $16,270. In connection with the stock sale, the Company issued an aggregate of 1,443,656 warrants to purchase the Company’s common stock for five years at $0.01127 per share. In addition, the Company issued 20,219,367 shares of its common stock in settlement of $132,500 of outstanding convertible notes payable and $2,520 accrued interest and 16,556,976 shares of its common stock for net proceeds of $135,645 from equity drawdown under the Magna Purchase Agreement.

In March 2015, the Company issued 6,185,432 shares of its common stock in settlement of $25,000 of outstanding convertible notes payable and $1,226 accrued interest. In addition, the Company issued 635,357 shares of its common stock as true up shares relating to the February 2015 equity drawdown under the Magna Purchase Agreement."


Just MIRED in a continual flow of dilution financing deals and massive, massive continual issuing of dilution common stock shares- but they're still going now to two insiders, for $20K a piece in cash-for-shares transactions? Really? They'd need $40K that bad?

That PR said Murphy paid .01 per share, which IMO is 100% in contradiction to the SEC filed Form-4 linked above- which says he paid .0077. If he did pay .01, then he's already DOWN 50% ON HIS MONEY as of today, as the stock traded at .005 and a day's low of .0046. That's a heck of a loss IMO to take in a few trading days, wow ! Even if he paid the .0077 (which I believe is the case as that's what the SEC filing says versus some "PR" thingy)- he's still down 20% or more on his money in a matter of days- given today's share price action.

Makes no sense to me; these recent Form-4 buys, insider's doing cash-to -the-company share purchases??

Oh, and wasn't the company supposedly going to "BUY BACK SHARES" anyway, LOL, according to the "buy back" PR announcement !! Whatever happened to that, LOL ! Now they got two directors needing to buy shares for likely cash infusions instead?

http://finance.yahoo.com/news/bioheart-board-directors-authorizes-repurchase-150000370.html

Again, none of it makes any sense IMO. I sure don't get it??