US Stem Cell Inc (USRM)

[Dragon Lady]

New SEC filing, FINALLY LOL !!!

The ole notice of "effectiveness" for them ole MAGNA DILUTION SHARES !

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

Quote from that SEC filed S-1:

"The information in this Prospectus is not complete and may be changed. The Selling Stockholder may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective."

AND

"This prospectus relates to the resale of up to 341,718 shares of our common stock, which may be offered by the selling stockholder, Magna Equities II, LLC, a New York limited liability company, or Magna. The shares of common stock being offered by the selling stockholder are issuable (i) upon conversion of a senior convertible note in the principal amount of $160,000, or the Convertible Note, that we issued to Magna on October 1, 2015, pursuant to the terms and conditions of a Securities Purchase Agreement with Magna, dated October 1, 2015 (the “Purchase Agreement”).
"

So IMO, get ready for ole Manga the crushing machine to start selling n dumping a big ole 341 THOUSAND more shares, soon here looks like to me. HOLY COW !! That's gonna bury the collapsing share price and collapsing market cap even further IMO.

Looks like the SEC rubber stamped um them ole additional 340K in dilution shares- to go straight to ole Magna again. This should be interesting, LOL !! About another 15% more dilution minimum, and all will be steeply discounted.

Ole Bioheart (oops, U.S. Stem whatever) has already close to DOUBLED the O/S share count just since the massive 1000 to 1 R/S reverse split done on 11/4/2015, about 3 short months ago:

http://www.sec.gov/Archives/edgar/data/1388319/000118518515002742/usstemcell8k110315.htm

Notice, that was in Nov of 2015, again, ONLY about 3 SHORT months ago (DOUBLING their O/S share count in only approx 90 FREAKING short days, LOL !! HOLY COW, WOWZA)-

Quote from that SEC filing:

"FINRA has declared the Company’s 1-for-1,000 reverse stock split market effective as of November 4, 2015. The reverse stock split will reduce the Company’s common stock outstanding from approximately 1,131,941,619 shares to approximately 1,131,942 shares. "

That was Nov of 2015 and it was 1,131,942 shares. NOW, it's only mid Feb of 2016 (about 3 SHORT months later) and the latest dilution share count has already hit 1,900,000 MINIMUM and is going to blow well past 2 MILLION via thee 341K Magna dilution shares now being added, aka a DOUBLING of the O/S share count in approx 3 months time, per this latest filed SEC S-1, PAGE 10:

"The Offering

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 .

Common stock offered by Selling Stockholder

341,718 shares of common stock, consisting of:
341,718 shares of common stock that we may issue to Magna upon conversion of the Convertible Note;

Common stock outstanding before the offering

1,926,861 shares of common stock .

Common stock outstanding after the offering

2,268,579 shares of common stock."

DILUTE, DILUTE, DILUTE - the ole Bioheart/U.S Stem Cell way, LOL !! Just never stops, heck, it never even slows down- just gets more and more and more. DOUBLE the O/S shares in approx 3 MONTHS, LOL !! What can possibly be wrong with that picture? And what do they have to show for it as a "business"??? NOT much that I can see- just some new big ole lawsuits to defend now, paying big ole lawfirms to defend um I guess? Other than that- what else has actually changed for them as a "business" or "going concern" risk, etc? I can't see any difference? MAKES NO SENSE TO ME?

The 10-K annual report will be due out in about 2 weeks or so- this one should be another classic doozy IMO. I'll be checking to see how low their cash is (if it's like the past- it'll be close to nothing), how much their expenses were, what their debt situation is, now much more new toxic convertible debt they've taken-on, the very latest dilution share count come early March, etc. The "usual"- guessing just another train wreck qtr of survival mode and tons of dilution IMO. The 10-K will tell the whole story when it gets filed with the SEC.

I don't see what's possibly gonna change anything here IMO. I mean 340K new dilution shares to freaking Magna, all shined up and ready to SELL n DUMP now, can't be a sign of anything but more selling pressure and likely downward, on-going "death spiraling" DOWN IMO. I just don't see what can possibly reverse or overcome all the cheap share dilution selling that's gonna occur? Their ole share buy-back thingy didn't amount to JACK-S, it hasn't made a dent in the collapsing share price or market cap- the buyers (mainly Murphy) are already sitting on big ole losses to the avg prices they paid- not over coming the huge dilution shares continually pouring like water onto that sell-side/Ask.

AND, remember- it's not just Manga. That recent SEC filed S-1, shows they've taken-on even more recent toxic debt, convertible debt financing deals with Danial James and others again- in amounts for like $25K at a time. ALL going to be converted to steeply discounted dilution shares per the conversion formulas = MORE dilution shares coming than just these newly registered 341K shares to Magna.

NOT looking good here IMO. More selling to come the way I see it.

MAGNA, just got themselves 341K new dilution shares approved to sell n dump per that SEC S-1 now being declared "effective" - like a cut n mow about to steam roll this mess again, IMO.

http://www.bloomberg.com/news/articles/2015-03-12/josh-sason-made-millions-from-penny-stock-financing

http://www.bloombergview.com/articles/2015-03-12/death-spiral-convertible-financier-has-a-lot-of-fun