US Stem Cell Inc (USRM)

[Dragon Lady]

FORM 4's filed, LOL !! Tomas "OWNERSHIP RIGHTS?"

Well, looks like per the Northstar Biotech LLC lawsuit- they're being proven 100% CORRECT IMO, in all their allegations against CEO Miguel Tomas and "his board".

LOOK AT THIS "move" today (LOL..gawd...talk about obvious)..they just issued out a BUTT LOAD OF "instant vest" stock options to "his board" (the term the lawsuit uses to describe Tomas' pawn, non-functional, surrogate type BOD).

INSTANT VEST options, OBVIOUSLY..HELLO...HELLO....to STACK THE COMPANY BENEFICIAL OWNERSHIP STRUCTURE against what's left of the Northstar Biotech LLC rights. Looks to me like Tomas is gonna try and "make his move" and change the corp bylaws or sell the company out from under um perhaps, or some nefarious move. NO FREAKING WAY IMO, does a butt load of FORM 4's just happen to get filed, a FEW DAYS AFTER THE LAWSUIT WAS FILED and a day or so after the company got FORMERLY SERVED AT THEIR CORP HEADQUARTERS by a process server.

The company traditionally (I'm almost certain, I'll check all the past FORM 4 "block grant" option awards, I'm almost certain it's USUALLY done around Feb of each year, NOT SUDDENLY in mid Sept, LOL !! You know, DAYS AFTER A MAJOR LAWSUIT IS FILED AGAINST THE COMPANY !!)

Seems to me that Northstar Biotech LLC, better hurry the H up and get that court appointed RECEIVER to act ASAP, if they can get the Judge to act on that motion- ole Migual is obviously "making his move" (whatever the underlying motive for this first "move" is??) and it don't look pretty IMO.

https://www.sec.gov/Archives/edgar/data/1388319/000118518516005497/xslF345X03/form4-tomas092216.xml

https://www.sec.gov/Archives/edgar/data/1388319/000118518516005494/xslF345X03/form4-murphy092216.xml

https://www.sec.gov/Archives/edgar/data/1388319/000118518516005492/xslF345X03/form4-comella092216.xml

https://www.sec.gov/Archives/edgar/data/1388319/000118518516005488/xslF345X03/form4-anderson092216.xml

https://www.sec.gov/Archives/edgar/data/1388319/000118518516005490/xslF345X03/form4-borman092216.xml

IF one looks at past SEC filings, the "BENEFICIAL OWNERSHIP RIGHTS TABLE", those option grants are counted toward PERCENTAGE OWNERSHIP OF THE COMPANY, even though they haven't been exercised yet and aren't even "in the money", DOES NOT MATTER, it's the ownership percentage THAT MIGUEL IS AFTER IMO.

https://www.sec.gov/Archives/edgar/data/1388319/000118518516003859/usstemcell10k123115.htm

LAST FILED SEC 10-K, PAGE 59, SEE OWNERSHIP TABLE and how percentage ownership of company is computed, it INCLUDES OPTIONS GRANTED. It's OBVIOUS AS SH*T to me, what Miguel is attempting to do here...so freaking obvious.

PAGE 59:

"
(1)
The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 under the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. The Company believes that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted. The “Amount of Beneficial Ownership” in calculated based on total shares held plus warrants held (plus stock options entitled to exercise)."

WONDER YET why these options today are largely INSTA-VEST options, and not on a traditional 4 yr vesting schedule? ANY wonder yet why the SIZE OF THE OPTION GRANTS is incredibly large relative to the O/S share count of the company and/or its float of its common shares?

So...lets look at what just took place via the filing of these FORM 4's, against the backdrop of the Northstar Biotech LLC lawsuit filed in Broward County a few days ago...one that's asserting a "rogue" CEO, who acts on his own behalf and seeks total power and control over the company....(those are the lawsuit words, NOT MINE, read it's 100 plus pages of filing and the 12 page MOTION FOR THE COURT TO APPOINT A RECEIVERSHIP and make up ones own mind. Broward County 17th circuit case number: CACE16016085 )

So add those "INSTANT VEST" options they all just gave them selves today- lets see how much BENEFICIAL OWNERSHIP RIGHTS they just gained for themselves and Miguel, exactly as the Northstar Biotech LLC lawsuit warned about:

1) Miguel Tomas: Granted an additional 10 MILLION options w/ 2.5 MILLION are vested NOW. PLUS an additional 1.5 MILLION INSTANT VEST OPTION GRANTED.

SO, that's 4 MILLION INSTA VEST options for Miguel, w/ Beneficial Ownership rights per past 10-K filings, whereas he held 340K per the last filed 10-K. Bit of a change, eh, LOL !

2) William Murphy: 1.5 MILLION INSTA VEST options w/ Beneficial Ownership Rights

3) Kristin Comella: 5 MILLION options w/ 1.25 MILLION VESTED NOW plus an additional 1.5 MILLION INSTA VEST options for a total o 2.75 MILLION options w/ Beneficial Ownership Rights for Comella.

4) Frank Borman: 1.5 MILLION INSTA VEST OPTIONS w/ Beneficial Ownership Rights

5) Sheldon Anderson: 1.5 MILLION INSTA VEST OPTIONS w/ Beneficial Ownership Rights

Thus, based on the last O/S share count of approx 14 MILLION shares (even if it's risen to say almost 20 MILLION by now, which is highly likely IMO, what's this FORM 4 "action" by Tomas and "his board" as the lawsuit calls it, what's it do?)

Well, they just added "ownership rights as shown on the prior 10-K, PAGE 59, that would now equal:

4 MILLION for Miguel + 1.5 MILLION for Murphy + 2.75 MILLION for Comella + 1.5 MILLION for Borman + 1.5 MILLION for Anderson....drum roll....GRAND TOTAL TAKEOVER ACTION = 11.25 MILLION SHARES w/ BENEFICIAL OWNERSHIP RIGHTS !!!

So, lets just say the company still had/has 14 MILLION shares O/S..or even 20 MILLION by now which I think is closer to the real number...one can see what Miguel just did...

The CEO, per a recent lawsuit, a very serious one, the CEO labeled as "rogue" (paraphrasing paragraphs of text describing the allegations set against him by the company's FORMER largest shareholders, as he just diluted them out, diluted out their percentage ownership by this little maneuver today) - he just TOOK OVER THE COMPANY MAJORITY OWNERSHIP from its prior majority shareholders IMO so that HE and what the suit calls "his board" now hold a GUARANTEED 50% PLUS OF said BENEFICIAL OWNERSHIP....TA DAH !!!

JUST LIKE THAT...stroke of the ole pen. SHAZAM..imagine that.

Think the timing and size of these option grants and having them INSTA-VEST is some freaking "accident" or "coincidence" , LOL??????? NO way in H IMO.

THAT'S MY OPINION(S) on today's FORM 4 and INSTA-VEST SH*T PILE of options just handed out....wow, is this going to get "interesting" to say the least. Ole Miguel just fired his first shot in the Northstar LLC lawsuit against him- and he (Meaning he as USRM CEO) hasn't even retained council yet according to the Broward county clerk's site, LOL !!

FAST MOVER I guess....when it comes to protecting his golden goose, looks like to me, eh????