US Stem Cell Inc (USRM)

[Dragon Lady]

S-1/a filed, SECOND LAWSUIT, MEGA DILUTION-

HOLY COW, LOL !! They filed a amended S-1/a yesterday now, as they STILL haven't gotten the first one "effective" with the SEC, but what's more important IMO is all the little "nuggets" tucked into this latest SEC filing, put out right at market close yesterday.

I'm still trying to plow through it- but it's got some real juicy little gems tucked in it IMO. Like MORE ON-GOING DILUTION, even as they wait to try and get the Magna 340K shares approved for selling n dumping AND, a FREAKING SECOND LAWSUIT for "product liability" is listed- what the freak????

This thing appears to just be going down in flames even worse than thought IMO. It's like all they (the 3 or whatever people left as the "company", LOL !!) like all they do is spend their time arranging toxic, dilutive financing deals and then paying law firms to defend lawsuits, LOL ! What freaking actual "business" is that? It MAKES NO SENSE TO ME? I mean what else do they really do- with only a few staff, when every filing is nothing but more dilutive financing deals being inked, more MASSIVE piles of dilution shares being sold and now the latest, LAWSUITS for "product liability" when they HAVE NO FREAKING FDA APPROVED "products" for sale- according to their own prior SEC filings, LOL !! What a freaking train wreck mess, looks like to me.

http://www.sec.gov/Archives/edgar/data/1388319/000118518516003572/usstemcell-s1a_012716.htm

So, they file the S-1/a (amended) STILL TRYING TO GET IT DECLARED "effective" by the SEC, so the 340K shares can be freed up and given to Magna to SELL n DUMP as massive amounts of newly issued DILUTION SHARES.

BUT, check this out- some of the info in this new amendment:

PAGE 17:

"We do not currently have product liability insurance because none of our product candidates has yet been approved for commercialization. While we plan to seek product liability insurance coverage if any of our product candidates are sold commercially, we cannot assure you that we will be able to obtain product liability insurance on commercially acceptable terms, if at all, or that we will be able to maintain such insurance at a reasonable cost or in sufficient amounts to protect against potential losses....

We do not intend to promote, or to in any way support or encourage the promotion of, our product candidates for off-label or otherwise unapproved uses. However, if our product candidates are approved by the FDA or similar foreign regulatory authorities, we cannot prevent a physician from using them for any off-label applications. If injury to a patient results from such an inappropriate use, we may become involved in a product liability suit, which will likely be expensive to defend."

Sounds great, right?

THEN, read this on PAGE 48 (just sorta "slipped" in there, LOL !!) :

"Legal Proceedings

On September 17, 2015, a product liability lawsuit was filed in Broward County, specifically Patsy Bade v. Bioheart, Inc. US Stem Cell Clinics LLC, Aleiandro Perez, ARNP, and Shareen Greenbaum, M.D., and on November 30, 2015, a product liability lawsuit was filed in Broward County, specifically Elizabeth Noble v. Bioheart, Inc. US Stem Cell Clinics LLC, Aleiandro Perez, ARNP, and Shareen Greenbaum, M.D. Both matters are ongoing and the Company is defending these matters vigorously and believes the cases are without merit."

That's TWO LAWSUITS then??? The Elizabeth Noble suit was known about as it's filed on the Broward County clerk of the court public info portal site- but what the FREAK is the 2nd suit, this "Patsy Bade v. Bioheart and US Stem Cell"???? TWO FREAKING suits now for "product liability"- oh gawd, what a freaking mess they must be in? THIS, THIS is their grand new "plan thingy" they laid out- the "treating" of human patients in some "clinic" thingy using NON FDA APPROVED "products" they manufacture and now sell??? FANTASTIC. Looks like it's working out just swell so far, LOL!!!

THEN, MORE DILUTION (SHAZAM, what a freaking surprise- like wonder why the Bid today is 38 CENTS and falling, LOL?? Look at the freaking massive increase in MORE DILUTION per this amended latest SEC filing)-

As of the last SEC S-1 filing from Dec 2015, PAGE 10:

http://www.sec.gov/Archives/edgar/data/1388319/000118518515003299/usstemcell-s1_121115.htm

"As of December 14, 2015, there were 1,444,675 shares of our common stock outstanding, of which 1,025,155 shares were held by non-affiliates. If all of the 341,719 shares offered under this prospectus were issued and outstanding as of December 14, 2015, such shares would represent approximately 23.7% of the total number of shares of our common stock outstanding and 33.33% of the total number of outstanding shares of our common stock held by non-affiliates, in each case as of December 14, 2015."

That was just under about 2 MONTHS ago. 1,444,675 shares O/S or split corrected for the 1000 to 1 reverse split, 1.4 BILLION shares.

Now, this amended S-1/a is filed yesterday and check this out-

PAGE 10:

"As of February 2, 2016 , there were 1,926,861 shares of our common stock outstanding, of which 1,025,155 shares were held by non-affiliates. If all of the 341,718 shares offered under this prospectus were issued and outstanding as of February 2, 2016 , such shares would represent approximately 17.7 % of the total number of shares of our common stock outstanding and 33.33% of the total number of outstanding shares of our common stock held by non-affiliates, in each case as of February 2, 2016 ."

FREAKING in less than 60 days, the dilution count is now 1,926,861 or just shy of 2 BILLION shares, split corrected. They diluted out about another 500K shares in the past 60 days, or approx 33% more shares, in less than TWO FREAKING MONTHS, LOL !! Must be to pay them big ole law firms for these lawsuits?

AND, they're still trying to get 340K MORE SHARES registered "effective" via this very filing, so they can ADD THOSE TO THE DILUTION, which would make it at least 2,266,000 shares. They've pretty much DOUBLED the O/S share count since the ole 1000 to 1 reverse split maneuver. They'll be blowing through the 2 BILLION share count, split corrected at any time here. HOLY FREAKING COW. DILUTION, it's like the only thing they really do IMO? I mean what is their actual "business" other than diluting and selling freaking shares for cash, LOL???? MAKES NO SENSE TO ME?????

AND, get this- MORE toxic financing deals being done VERY RECENTLY to continue to raise survival cash in pittance amounts like $25K at a time (remember, they're still trying to get Magna their 340K dilution shares for them to sell n dump)-

Same S-1/a just filed: (going right back to their old "stand-by" same old toxic hedge fund, desperation cash dilution lenders, STEEPLY discounted "death spiral" (as the SEC site calls um) shares-for-cash deals, with "floorless" conversions.

http://www.sec.gov/Archives/edgar/data/1388319/000118518516003572/usstemcell-s1a_012716.htm

PAGE 88
(these are new toxic deals done recently, AFTER the last 10-Q was filed or shares converted via prior convertible debt deals as described in that last filing which covered up to Sept 30th 2015 and the month or two until its filing date)

"Item 15. Recent Sales of Unregistered Securities

During the nine months ended September 30, 2015, the Company sold an aggregate of 7,852 shares of the Company’s common stock and common stock purchase warrants to purchase 1,444 shares of the Company’s common stock for aggregate gross cash proceeds of $61,270. The warrants are (i) exercisable solely for cash at an exercise prices of approximately $11.27 per share, (ii) non-transferable for six months following issuance and (iii) exercisable, in whole or in part, at any time during the period commencing on the date that is six months and one day following the date of issuance and ending on the tenth year anniversary of the date of issuance.

On December 3, 2015, the Company entered into a Securities Purchase Agreement with Fourth Man, LLC. (“Fourth Man”), for the sale of an 8% convertible note in the principal amount of $25,000.

On November 5, 2015 Daniel James Management converted $12,749.43 of the outstanding balance underlying their promissory note, dated October 22, 2014, into 34,365 shares of the Company’s common stock.

On November 9, 2015 Vis Vires Group, Inc. converted $12,000 of the outstanding balance underlying their promissory note, dated May 15, 2015, into 21,818 shares of the Company’s common stock.

On November 9, 2015 Magna Equites II, LLC converted $12,524.18 of the outstanding balance underlying their promissory note, dated October 7, 2014, into 23,193 shares of the Company’s common stock.

On November 11, 2015 Vis Vires Group, Inc. converted $22,320 of the outstanding balance underlying their promissory note, dated May 15, 2015, into 40,582 shares of the Company’s common stock.

On December 2, 2015 Fourth Man converted $13,000 of the outstanding balance underlying their promissory note, dated November 30, 2014, into 35,310 shares of the Company’s common stock.

On January 7, 2016, the Company entered into Securities Purchase Agreements with Daniel James Management (“DJM”) for the sale of a 9.5.% convertible notes in aggregate principal amount of $25,000 (the "DJM" Note"). The DJM Note is due on January 15, 2016. The DJM Note is convertible into common stock, at holder’s option, at a 47% discount to the lowest daily trading price of the common stock during the 10 trading day period prior to conversion. "

NOTICE, the "conversion prices" the hedge firms got their shares for, are falling lower and lower- look at that last conversion by Fourth Man on Dec 2, 2015:

$13,000 / 35,310 shares = 37 CENTS each they got those shares for. It's gonna be a LOT worse now with this falling Bid/Ask continuing- cause the Form-4 buys are no longer artificially propping these POS shares up. That's all that kept that conversion price even as high as 37 CENTS IMO. Any next conversion rounds done as of today or anytime soon here, are gonna be waaaay lower priced than the 30 CENT range, way lower. BAD and getting worse as usual. The ole Bioheart way, LOL !!

WOWZA. Just more selling and dumping of dilution shares- unending, on-going, never slowing down for all intents and purposes that I can see? It's just DILUTION, DILUTION, DILUTION and selling/dumping, dumping, dumping of shares for cash. What a train wreck disaster. What the freak has changed via their grand "new plan" thingy, LOL??? WHAT EXACTLY? They're in worse shape than ever before as far as I can tell- their market cap is collapsing even despite the never ending dilution and the 1000 to 1 reverse split and the Form-4 buys and all the rest.

I just don't see how they keep this mess going like this- it just MAKES NO SENSE TO ME, NONE? I mean - what kind of actual "business" is diluting shares, selling and dumping um, and paying lawyers for lawsuits, for "products" your own filings say have "no product liability insurance", LOL???? THAT is a "business"??? I sure don't "get it"????