US Stem Cell Inc (USRM)

[Dragon Lady]

3 CENTS, ANOTHER new ALL TIME LOW -

0.0305 / 0.043 (10000 x 11704)

.03 BLEEDING RED, DOWN 25% as of this moment on the OTC market site quote itself

That makes ANOTHER new all, all, all time LOW AGAIN TODAY.

THREE freaking cents aka .00003 split corrected for the Nov 2015, massive 1000 to 1 reverse split and now well past 5.5 BILLION shares O/S (split corrected) given the SEC 13G filings of recent by Fourth Man among others and knowing the share count of the recent 10-Q was past 5 million, aka 5 BILLION split corrected.

HOLY freaking cow- it just goes down and down and down.....

The pace of the common share price collapse post the large 1000:1 reverse split and adding of large amounts of floorless, toxic convertible debt borrowing mainly via Magna (see any latest 10-Q or 10-K and look for Magna, Fourth Man, Daniel James, etc)- and the liquidity drying up from the massive reverse split- has just crushed the common shares looks like to me.

Look at the pace of price collapse since just the start of 2016:

Beginning of 2016 the price (split price) - was approx 80 CENTS to $1.00 buck a share (about .001 to .0008 pre-split)

By early Feb 2016 it had collapsed already to approx 25 CENTS a share

A month or so later in March, it made another new, ALL, ALL TIME LOW of about 17 CENTS ( aka .00017 split corrected)

By April of 2016 it was still putting in more ALL TIME LOWS by further collapsing to approx 9 CENTS on about 4/11/2016 or .00009 split corrected. Yep, FOUR zeros after that ole decimal point.

A few short weeks later on about April 18th, it makes ANOTHER new ALL, ALL TIME low of 5 lousy CENTS (.00005 split corrected, HOLY COW !)

And then by May 20th it makes another new all time LOW of 4.5 CENTS

Now, today, another 2 weeks or so later on June 3rd, 2016, the stock gets hammered RED, BLEEDING RED, DOWN 25% and hits THREE CENTS, .03 or .00003 split corrected. THEE new ALL, ALL, ALL TIME LOoooooW. SHAZAM.

During that time period- a little over 5 months or so, the outstanding shares have MASSIVELY INCREASED (aka DILUTION) from about 1 MILLION shares O/S post the Nov 2015 1000:1 reverse split, to now EASILY over 5.5 MILLION shares O/S given the most recent 10-Q and then the SEC 13G filed by Fourth Man. FIVE TIMES, 5X increase in the O/S share count in a period of approx 5 short months.


This collapsing common share price is now getting cut in half, approx every month to 1.5 months max or so (Just pull up a 3 month or 6 month or 1 yr chart- it's all there, mathematics, visual graph, no bias, just facts), via what looks to me like just the shear weight of just massive, massive dilution/share selling-dumping from toxic, convertible debt borrowing deals (cash-for-steeply discounted convertible share deals).

The latest SEC filed 13G by Fourth Man (one of USRM's convertible debt hedge lenders)- shows how much DILUTION is occurring-

http://www.sec.gov/Archives/edgar/data/1388319/000149315216010309/sc-13g.htm

NOTICE in that SEC 13G, ole Fourth Man ends up owning 8.7% of the company, via getting a lousy 438,816 converted dilution shares, as the O/S share count is so low now from the 1000:1 massive R/S split.

From the 10-Q filing, one can see that Fourth Man gets a massive discount on their shares when they convert, almost 50% off.

http://www.sec.gov/Archives/edgar/data/1388319/000118518516004395/usstemcell10q033116.htm

Latest 10-Q, PAGE 25:

"On April 22, 2016, the Company entered into a Securities Purchase Agreement with Fourth Man, Inc., for the sale of a 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 21, 2017. The Note is convertible into common stock, at Fourth Man, Inc.’s option, at a 49% 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."

So, given they are getting a 49% discount- how much massive dilution would it take just to pay back $25K lousy bucks, at these collapsed share prices (showing how Fourth Man could file that SEC 13G and now hold 8.7% of the company shares)? Well, some basic math shows it's fugly-ugly IMO:

Just look at the conversion formula- the LOWEST closing price of the prior 10 days....

So lets say ole Fourth Man called up USRM and said "we want to convert part of the $25K you owe us, this week". What's gonna happen then? When the closing price has reached 4 CENTS several times in the past week or two?

Well, that means that Fourth Man will get their shares at 51% of 4 CENTS (a 49% discount):

4 cents X .51 = 2.04 CENTS ea, or 2 CENTS for all intents and purposes

So what would it take to pay back $25K to Fourth Man at 2 CENTS a share?

25,000 / .02 = 1,250,000 HOLY COW. Yep, it would take over 1 MILLION more dilution shares being issued just to pay back Fourth Man a measly $25K, given the share price right now.

EASY to see how Fourth Man filed that SEC 13G and only has 400K shares approx showing on it- meaning they only converted PART of what they're owed, and still can convert a big ole pile more of shares to then sell, convert, wash, rinse repeat. The LOWER THE SHARE PRICE GOES- the MORE shares Fourth Man or Magna or Daniel James gets. SHARE PRICE CRUSHING DILUTION looks like to me- no more complicated than that.

Magna is owed waaaaay more than Fourth Man, so wait till they really get to converting and selling n dumping. Gonna just get more fugly-ugly from here IMO. Nothing but DOWN SIDE is all I see.. What, what is possibly going to reverse or counter all these shares hitting the Ask/Sell-side? As of that last SEC filed 10-Q for period ending March 31st 2016, USRM owed almost $500K in convertible debt to Magna, Fourth Man and Daniel James- just those 3 alone.

NEW LOWS will continue IMO. It's getting cut in half approx every month or so.

IF, IF this 6 month trend stays intact and continues-

3 CENTS new low today

I'd personally then guess- a scenario that might look like this:

2 CENTS by end of June perhaps

1.5 CENTS by end of July at the latest

1 CENT say by no later than end of August

AND, then could EASILY IMO (and that's all it is, MY OPINION based on the chart, the trend, and the amount of debt to be converted as reported in their SEC filings)-

Could EASILY go SUB ONE CENT by end of August IMO- I could EASILY see that reality. Lets say it hits .009 by end of Aug 2016. That would be .000009 split corrected then (yepper, FIVE zeros after the decimal point)- and the O/S share count, my guess, will EASILY be at 10 MILLION plus, aka 10 BILLION shares issued, split corrected for the 1000:1 reverse split.


That's the way I see it. That's my guess/prediction based on the 6 month or so unbroken trend and reported convertible debt, just as of March 31st, 2016 in that last 10-Q filing.

FUGLY-UGLY and only worse to come to the common shares IMO. I don't see any other reality personally.

No wonder the SEC had USRM add language to their disclosures regarding the latest Magna borrowing deal- the big one, of approx $250K large:

http://www.sec.gov/Archives/edgar/data/1388319/000000000016060760/filename1.pdf

http://www.sec.gov/Archives/edgar/data/1388319/000118518516003574/filename1.htm

Quote from that SEC filing:

"2.
Please revise to provide quantitative and qualitative disclosure regarding the substantial dilution involving Magna’s sales into the market

We have noted your comment and added the following risk factor:

The sale or issuance of our common stock to Magna Equities II, LLC upon the issuance of the common stock underlying the convertible promissory notes may cause substantial dilution and the resale of the shares of common stock by Magna Equities II, LLC into the public market, or the perception that such sales may occur, could cause the price of our common stock to fall.

In the event Magna Equities II, LLC elects, upon effectiveness of the registration statement of which this prospectus is a part, to convert part of all of the outstanding principal and interest of the convertible promissory notes to the common stock registered hereunder, there will be substantial dilution to the current number of issued and outstanding shares and any sale of such stock may have an adverse effect upon our stock price. The number of shares ultimately offered for sale by Magna Equities II, LLC under this prospectus is dependent upon a number of factors, including the extent to which Magna Equities II, LLC converts the convertible promissory notes into shares of our common stock. Because the actual exercise price for the shares of common stock that Magna Equities II, LLC may receive upon conversion will fluctuate based on the market price of our common stock, we are not able to determine at this time the exact number of shares of our common stock that we will issue and, therefore, the exact number of shares we will ultimately register for resale under the Securities Act. At no time will Magna Equities II, LLC be entitled to convert any portion of the Convertible Note to the extent that after such conversion, Magna Equities II, LLC (together with its affiliates) would beneficially own more than 4.99% of our common stock (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules and regulations thereunder). Moreover, there is an inverse relationship between the market price of our common stock and the number of shares of our common stock that may be sold following a conversion to common stock.. That is, the lower the market price, the more shares of our common stock that may be issued and sold. Accordingly, if the market price of our common stock decreases (whether such decrease is due to sales by Magna Equities II, LLC in the market or otherwise) and, in turn, the exercise price of our common stock provided in a conversion of the convertible promissory notes to common stock issued to Magna Equities II, LLC decreases, this could allow Magna Equities II, LLC to receive greater numbers of shares of our common stock. Although the number of shares of our common stock that our existing stockholders own will not decrease, the common stock owned by our existing stockholders will represent a smaller percentage of our total outstanding shares after any such issuances to Magna Equities II, LLC. Depending on market liquidity at the time, the issuance of a substantial number of shares of our common stock by Magna Equities II, LLC, and the resale of such shares by Magna Equities II, LLC into the public market, or the perception that such sales may occur, could cause the trading price of our common stock to decline, result in substantial dilution to existing stockholders and make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales....."

My 3 CENTS or so worth, for whatever it's worth- which AIN'T MUCH, LOL !!