US Stem Cell Inc (USRM)

[Dragon Lady]

New SEC 13G filed...MASSIVE MORE DILUTION

Daniel James (one of USRM's key, long time "toxic", floorless, convertible debt lenders) they, Daniel just filed ANOTHER SEC 13G showing they just "converted" right to the max dilution limit of 9.99% of the outstanding shares, to get a cool 6,867,925 shares issued to them (STEEPLY discounted of course).

(anyone wonder now what these last few, recent odd-ball pre-market 2.5 MILLION share and similar very large trades of the last few days are about, LOL???)

SO, what does that mean the outstanding share count it DILUTED TO NOW?

IF 6,867,925 = 9.99% of the total outstanding shares, then by simple math:

6,867,925 / .0999 = 69,372,979 now outstanding

MASSIVE MORE ON-GOING DILUTION...as there were only 59,573,684 shares outstanding as of the most recent issued SEC 10-Q filing. DILUTION POURING OUT LIKE WATER OVER A DAMN....freaking AMAZING to me.

Last filed SEC 10-Q, PAGE 1:

"As of November 8, 2016, there were 59,573,684 outstanding shares of the Registrant’s common stock, par value $0.001 per share. "

SO, from just Nov 8th, to now Dec 6th, approx 30, THIRTY SHORT DAYS LATER , the diluted shares O/S climbed by another 10 MILLION shares, or approx another 17% increase in 2 MONTHS..AND those shares, a large chunk of um are STEEPLY DISCOUNTED TO MARKET and every last one will likely be sold-n-DUMPED in short order by Daniel James....AMAZING.

If this pace of dilution continues (and WHY wouldn't it, given the amount of "un-converted toxic debt still owed to Magna, Fourth Man and Daniel James per the same 10-Q), then there'd be over approx 120 MILLION or more newly issued DILUTION shares (putting the O/S share count at 200 MILLION or more), by the end of 2017, really, IMO, it will be much, much, much more than that, as the dilution itself causes the price to go lower, causing more and more dilution shares to be issued each time, as explained in a SEC filing Tomas had to send as a reply to the SEC, when registering the last batch of DILUTION SHARES for Magna (SEE SEC EDGAR DATABASE)

Daniel James is one of USRM's long, long time "toxic", floorless convertible debt lenders, and they just converted a butt load of steeply discounted shares (47% discount to lowest recent Bid, per SEC filings)-

https://www.sec.gov/Archives/edgar/data/1388319/000149315216015686/sc13g.htm


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Daniel James Management, Inc.
EIN: 46-2977079


9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,867,925

11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99%

SO, we know they just got 6.8 MILLION shares at a 47% discount to the most recent closing Bid prices, aka MASSIVE MORE DILUTION, as they took the max they could, which is the 9.99% per the contract terms (SEE SEC FILINGS, they're not allowed to hold more than 9.99% at any given time).

So, looks to me like a BUTT LOAD more selling/dumping on the way as these shares will ALL pour on to the Ask/Sell-side almost instantaneously over the next few months as Daniel James unloads um for huge profits.

What would they get these shares for, in terms of their discount price? Well, from the last filed 10-Q, Daniel James gets a 47% discount to the most recent closing Bid prices. So they'd get 47% off of approx .0023 would be my guess:

.0023 X .53 (that's 47% off discounted) = approx .00121 PER SHARE..that's what USRM would have just issued to Daniel James

SO USRM just had to issue-out 6.8 MILLION DILUTION SHARES at around .00121 each.

I'll be looking for more mass dumping/selling then in the coming month or two- as Daniel James unloads w/ both barrels IMO (and that's not even considering what Magna and Fourth Man are, or will be doing as they hold even more toxic, convertible debt than Daniel James).

AT THAT STEEP DISCOUNT, HOW MUCH DEBT did USRM just repay then , for the mega cost of 6.8 MORE DILUTION SHARES ISSUED????

6,867,925 X .00121 = approx $8,372.00 LOUSY BUCKS WORTH (gawd, LOL...AMAZING).

As of the last 10-Q, USRM still owed Daniel James $50K in convertible debt. SO, it just cost um 6.8 MILLION dilution shares to pay back approx a lousy $8,300.00 worth, HOLY COW. (it's called a "death spiral" I guess for a reason, eh?)

Here's the terms of the toxic, Daniel James "note owed" as of the last 10-Q filing. NOTICE, USRM still owed um $50K as of that filing, and approx 6.8 MILLION dilution shares, only pays back approx a lousy $8,300 bucks worth of that at a time, thee MAX that Daniel James can "call up" and demand in each tranche.

https://www.sec.gov/Archives/edgar/data/1388319/000118518516005669/usstemcell10q093016.htm

Most recent 10-Q, PAGE 15:

"Daniel James Management (during this period)

2016 Notes

During the nine months ended September 30, 2016, the Company entered into Securities Purchase Agreements with Daniel James Management (“Daniel”) for the sale of 9.5% convertible promissory note in aggregate principal amount of $75,000 (the “Daniel Notes”).

The Daniel Notes bear interest at the rate of 9.5% per annum. As of the nine months ended September 30, 2016, all interest and principal must be repaid one year from the issuance date, with the last note being due March 9, 2017. The Daniel Notes are convertible into common stock, at holder’s option, at a 47% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. The Company has identified the embedded derivatives related to the Daniel Notes. These embedded derivatives included certain conversion features and reset provision. (See Note 8).

The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of Daniel Notes and to fair value as of each subsequent reporting date which at September 30, 2016 was $126,304. At the inception of the Daniel Notes, the Company determined the aggregate fair value of $139,691 of the embedded derivatives.

During the nine months ended September 30, 2016, $75,000 of promissory notes plus accrued interest that were outstanding at December 31, 2015 and $25,000 of promissory notes plus interest issued in the current period were converted into shares of the Company’s common stock, respectively (see Note 9).

The remaining aggregate promissory notes to Daniel unconverted principle balance as of September 30, 2016 was $50,000."

The only real question for me going forward, is HOW LONG DOES IT TAKE THIS THING TO HIT THE TRIPLE ZEROS AGAIN....that's all I'm really wondering? Oh, and the outcome of the lawsuit by Northstar Biotech LLC, of course..should all be "interesting" as heck IMO, to say the least.