Manipulate? It would have been easy to send this to trips anytime over the last few days with just a few dollars, but none of us "manipulators" did that. OTOH, it didn't take long at all for someone to paint it back up to 0.0011 with a $4.40 (4000 share) buy.

So, who are the manipulators?

FINALLY, THE INEVITABLE TRIPS!!!


A brand new ALL-TIME LOW (with yet more record lows likely to follow).

After the release of the Non-Reliance on Previously Issued Financial Statements 8K , I really thought we would get here by early September:

If I think the news is good enough to make me some money with minimal risks, sure I will. But it would be a quick in-and-out.

When it comes to our money, we all go with what we believe to be the right call. I just think that today's news is NOT good. I think it probably has to do with some of the things BBW was hinting at in his posts today. He and I discussed these things when the last filings were released. Read his links.

My thoughts are that the overall trend is still negative due to possible future developments pointed at in the filings. Advice? Do your DD. Read BBW's links from today's posts. It's there if you have eyes to see. Not good at all, IMO.

Maybe I'm wrong. Time, as always, tells the tale.

The maximum downside is....

YOU LOSE ALL OF YOUR MONEY!

It's only "just over one tenth of one cent" if you own only one share and you didn't have to pay a commission to get it.

With this kind of news you'll probably be adding trips next week....maybe even by tomorrow. JMO.

I read it as WORTHLESS

because:

NON-RELIANCE = CAN'T RELY ON IT = WORTHLESS


So the 8K is essentially saying that all of the financial releases by SVFC covering the period from July 1, 2013 to March 31, 2014 (the latest release) are WORTHLESS!

I can't ever recall seeing this one before.

It just gets better and better in SVFC land!

So what's the deal with the SVFC website?

They aren't listing anything on the investor relations page, and haven't been for at least the last few days I've been checking. All the past filings are gone. Only a "service has expired" notice.

http://intellicellbiosciences.com/investor-relations.html

Hanover also had the 10% restriction. Effect on the PPS didn't stop them from selling their 100+ million shares when the A/S was only 500M. Remember that the conversion terms provide YA and Dominion shares at 48.5% of current levels (just like Hanover), so immediate turnaround provides over 100% profit- guaranteed. Doesn't matter if the PPS is $100/share or $0.001/share, 100% is 100%.

Just my opinion, of course.

They're operating in a 20 trading day window from the first time it hit 0.001. The only way it makes sense to wait is if they are pretty certain that it will drop into the trips as opposed to moving up. Which scenario looks more likely; convert now, or wait for trips? Converting now gets Dominion over 15% of the soon-to-be A/S of 10 billion shares. YA gets about 63% of same.

Just got a nice little reality slap from SVFC in my email. Yes, it is old news! So old that some newbies here might need to read it for their edification.

Note the references to YA and Dominion. The terms of the conversions are spelled out here for everyone to see and appreciate.

In both cases, the balances due are convertible by the three lowest trades over the 20 trading days prior to the conversion date. Should either YA or Dominion decide to convert now that would mean dividing the amount due by 48.5% of 0.001 (didn't we hit that 3 times? Oh well, close enough.), or 0.000485, to get shares due.

Foregoing the interest accumulation, we have the following:

YA = $2,100,00 due. So: 2,100,000/0.000485 = 6,329,896,907 shares due.

Dominion = $746,091.66 due. So: 746,091.66/0.000485 = 1,538,333,320 shares due.

So between YA and Dominion , we can account for 7,868,230,227 shares of the 10 billion A/S. With the current 2,355,075,373 shares outstanding we would have 10,223,305,600 shares issued.
YA also has the right to purchase another 400 Million shares, as stated in the email.

Bottom line, if these guys choose to convert now, it looks like we're in for another A/S increase just to cover these two obligations along with current O/S.

From the filing:

https://iapps.courts.state.ny.us/fbem/DocumentDisplayServlet?documentId=knFbUh0BpSI0O_PLUS_JY32yZ9g==&system=prod

"A stock certificate...in an amount equal to Intellicell's share price on the NASDAQ as reported by Bloomberg L.P. as at the issue date"

Nothing about the Volume Weighted Average Price (VWAP).

Since the released the pre 14c before the issue date, it argues for the possibility that they will pay in dollars instead of shares (No idea where they will get the money though). That's the only way that their action makes sense. It would be really boneheaded to do something that predictably drops the PPS (increasing A/S another 6.5 Billion shares) right before setting of the conversion price based on that same PPS.

So then the "issue date " will be the 27th. I believe the close was at 0.0018 (I assume the close will be used for the calculation). So $91,912.42/ 0.0018 is 51,062,455 shares to Ironridge for the facility fee.

I can't believe that SVFC actually released the pre 14c before(6/25) Ironridge turned over the NY shares triggering the "issue date" and locking in the conversion price. It's like SVFC wanted to give Ironridge a better conversion price.

The "Notice of Entry" was just filed today. If you read the order, Ironridge was ordered to turn over the NY shares within 10 days of the service of "Notice of Entry" of the order. That would be on the Monday the 7th of July at the latest. SVFC would then have 10 days from that "issue date" to hand over the Nevada shares (or the $91K).

Note that there was apparently no prohibition against Ironridge turning over the NY shares prior to the "Notice of Entry", which would have apparently, based on the order's wording, triggered the "issue date" earlier.

https://iapps.courts.state.ny.us/fbem/DocumentDisplayServlet?documentId=3b5EfWUMXZgSnuJWGjQAAA==&system=prod

New filing on SCROLL. Order now entered. I believe that this means the 20 day (maximum) to the deadline to the facility fee turnover has officially started.

Note that there doesn't appear to be any prohibition in the order that would keep Ironridge from turning over the NY shares prior to this filing and triggering the issue date at that time.


https://iapps.courts.state.ny.us/fbem/DocumentDisplayServlet?documentId=knFbUh0BpSI0O_PLUS_JY32yZ9g==&system=prod

Hard enough keeping up with the O/S increase. When I bought into this stock just a year ago, the O/S was about 61M (now over 2.3B - and rising soon apparently).

http://irdirect.net/filings/viewer/index/1125280/000101376213001272/

Now there are several individuals on Ihub who claim to own 20 to 50M or more shares - all by definition in the float. So I think it's safe to say that the float is, without a doubt, on an upward trajectory, lol.

I thought someone was going to get with the TA on the float? Did I miss the response?

From a prior 8K:

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 17, 2014


We have this tortured statement:

Among other things, each one (1) share of the Series F Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator. For purposes of illustration only, if the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series F Preferred shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036).

If we apply some basic algebra here this simplifies to:

Each one (1) share of the Series F Preferred Stock shall have voting rights equal to 2.04072 % of the O/S.

So voting rights of each F share = 0.0204072 * (O/S)

There are 51 series F shares held by 5 board members. Each of 4 members holds 10 shares. Victor holds 11.
So 51 times 0.0204072 = 104.08% of the O/S. From here we get 104.08/ 204.08 = 0.51 or about 51% of all voting rights are held by the board. This will always be a constant since the series F share voting rights self-adjusts based on the issued and outstanding (O/S) common stock.

The gist of the above is that the Series F shares are all that SVFC needs to maintain absolute control of the company. No hostile takeover is possible by a third party buying up the O/S - at least not as long as the board stays united against such a move.
Bottom line, no huge A/S increase was needed for the purpose of maintaining control of the company.


The recent pre 14c made it perfectly clear as to the reasons for the A/S increase. The IMMEDIATE reason given was to provide for the outstanding convertible debentures.

So why the A/S increase to 10B?

Not to “hold in reserve” never to hit the O/S.


From the pre 14c:


The Board believes the Authorized Share Increase is necessary and advisable in order to maintain our financing and CAPITAL RAISING ability.

The IMMEDIATE purpose for increasing the authorized shares is to provide enough shares required for the conversion of OUTSTANDING convertible securities.

The additional Six Billion Five Hundred Million (6,500,000,000) shares of Common Stock so authorized will be available for issuance by the Board for stock splits or stock dividends, acquisitions, RAISING ADDITIONAL CAPITAL, stock options or other corporate purposes.

Interesting tidbit you quote here:

And how it's now hit a 5+ month low of 0.002 today?
BTW, weren't we suppose to ZOOM north at the conclusion of the Ironridge case?

As I explained in an earlier email today, the convertible debentures are "pps proof". In most of the current debentures, it's all about the spread between the lowest three PPS in the 20 day period (times 0.485) leading up to the conversion date and the PPS at time of conversion. In a situation of heavy dilution it is much more likely that the shares will be sold ASAP in order to mitigate the dilutive effect on their profits. As the O/S undergoes dilution and the PPS drops, the shares received to cover the dollar value automatically increases. This has been shown many times in BBW's post showing the Dominion deal.

Here is my earlier post:

Remember just last year they increased the A/S from 500M to 1.5B?
Remember how quickly that new 1B made it to the O/S?
Remember when they raised the A/S to 3.5B?
Now today's 8K shows the O/S at 2.355B O/S.
With all of the convertible debentures and shares due to Ironridge at 41M based on today's PPS for the facility fee, who really believes this A/S increase to 10B won't start moving to the O/S just like the earlier A/S increases?

All true, but like any good parasite, they're expert at keeping the host alive and supplying fresh blood, i.e., shareholders money.

Simple. Because they can make a ton of money off of the terms they get. If you look at the Dominion note terms, they get to convert what they're owed at a huge PPS discount and then immediately (if they so desire) unload the shares at the current PPS.

All they have to do is set a profit goal and create a simple program to calculate the following:

(((Dollar value * Current PPS) / (0.485 * avg(lowest 3 days PPS of last 20 trading days))-1)*100

They simply convert when that formula meets or exceeds the predetermined profit goal.

Look at the SVFC chart for an example. On 6/4 we closed at 0.0042. Over the previous 20 trading days the three lowest days averaged around 0.0022. So for every dollar converted we have: (0.0042/(0.0022*0.485)-1)*100 = 294% profit.
So if they sell at 0.0042 then they turn every dollar into $3.94 which translates to a profit of 294%. And don't forget, they get interest on the principal and that interest is also increased at the profit percentage (294% in this case).

The key thing here is that the PPS doesn't matter. They only need adequate volatility and enough liquidity in the market to sell their shares.

New post on SCROLL site. Note the contention that SVFC is trying to drag things out. Note also the reference to Ironridge's first-priority lien..

YA also has a lien, albeit second-priority to Ironridge's. Could it be that SVFC is dragging things out to delay YA from moving against SVFC assets, due to the default on the YA agreement?

Time will tell.

According to the below quote, it looks like those "2,230,314,377 shares of common stock issued and outstanding." are going to be increased.

Based upon a quick 10 minute scan, it's not very pretty.

A few quick excerpts:

1)

Holders of some of our promissory notes which are now in default could, if they were to successfully enforce those notes in a law suit, levy on our assets and have them sold to satisfy our obligations on the notes.

2)

Part of our debt held by promissory note holders has been assumed by Redwood Management, LLC. However, our bridge notes and our convertible promissory notes held by some of our promissory note holders are in default, and we are not in a position to repay them. We intend to use the proceeds of a future offering to pay off such notes. Holders of those notes could if they choose to sue on those notes, and if they were successful in their lawsuits they could levy on our assets and have those assets sold to satisfy the amounts we owe them.



3)

As of May 9, 2014, we had 228 holders of record of our common stock and 2,230,314,377 shares of common stock issued and outstanding.

4)


Through April 24, 2014, a total of 1,058,838,813 shares of common stock were issued for various conversions of debt. (I guess we now have the definitive answer to what " I will be converting a portion of my debt into shares " really referred to, huh?)

5)

A new suit to watch:

On March 17, 2014, Dean E. Miller, as representative shareholder, on behalf of the nominal defendant Intellicell Biosciences, Inc., filed a shareholder’s derivative action against Steven Victor, MD, in his capacity as Chairman - CEO and individually, Anna Rhodes as former Executive Vice President and individually, Leonard L. Mazur as interim Chief Operating Officer and individually, Myron Holubiak as a Director and individually, Michael Hershman, as Chairman of the Board of Directors and individually, Stuart Goldfarb as a former Director and individually, Victor Dermatology & Rejuvenation, P.C., Victor Cosmeceuticals, Inc., Lasersculpt, Inc., and the Doe Entities 1-5, as defendants, and Intellicell Biosciences, Inc., as nominal-defendant. The complaint, which was filed on the aforementioned date with the United States District Court Southern District of New York, alleges that the Company has failed to comply with US Food and Drug Administration and United States Patent and Trade Office regulations. The allegations in the complaint include, but are not limited to, allegations involving fraud, negligence, false reporting, and mismanagement of laboratory facilities. Pursuant to the complaint, the amount in controversy exceeds $75,000. Furthermore, the complaint as filed lists the following counts: 1. Against the individual defendants for breach of their fiduciary duties in connection with their management of the Company; 2. Against the individual defendants for breach of fiduciary duty in connection with disseminating false information; 3. Against the individual defendants for breach of fiduciary duty for failing to design and implement adequate internal controls; 4. Request for injunctive relief; 5. Imposition of constructive trust/accounting; and 6. Appointment of referee injunctive relief. The Company believes that such allegations and claims are without merit and intends to vigorously defend such allegations and claims. Because the inquiry is in its initial stages, the Company is not currently able to predict the probability of a favorable or unfavorable outcome, or the amount of any possible loss in the event of an unfavorable outcome. Consequently, no material provision or liability has been recorded for such allegations and claims as of December 31, 2013. However, management is confident in its defenses to such allegations and claims.

Imagine what what a 20 minute scan would uncover.

Here you go LJ.


http://investorshub.advfn.com/boards/read_msg.aspx?message_id=101579763

As with all of these arguments, this old adage serves us well:

Time will tell!



As for the rest, we can agree on this at least:

Point is, we need to see all the details. We need to see the proposed order. We need to see that the issue of Ironridge is totally resolved, not just that this case is resolved. As stated in the court documents, this case has been very limited in scope and all parties have retained their rights under the loan documents.

One of the reasons we still have a pps hitting 0.0037 is that this case does not necessarily equate with the Ironridge matter at large. At least not until we hear the matter has been dismissed with prejudice.

So you're saying we have seen the proposed order demanded of SVFC by Oing? Great! Where's the link?

But the devil is in the details...and we haven't seen that last detail, the proposed order demanded of SVFC by Oing.

Before the point gets lost in the weeds of the back-and-forth, the point being made in BBW's original post, and in my follow-up posts, is that Judge Oing confirms, on the record, that Ironridge had every right under the terms of the Security Agreement, to initiate the foreclosure. This will, in my estimation, make it very difficult to go after Ironridge for damages that may have resulted due to the foreclosure action.

For this reason, among others (lack of money being chief among the other reasons), I doubt SVFC will pursue Ironridge for damages. That said, of course it's all up to SVFC.

Don't forget that SVFC has to submit a proposed order to Oing by June 3rd. Could that be a final resolution? Without a "with prejudice" resolution there really is no end to this thing.

Oh, rest assured, I read it.

That includes the quote from Judge Oing that immediately follows:

How are you seeing a response to jurisdiction in this conversation?


Mr. Haddad says: "The foreclosure is a non-judicial proceeding expressly provided for under section 5(a) (iii)"

The court (Oing) interrupts Haddad in mid-sentence: "I'm not disputing that"

Mr. Haddad completes his thought: "of the (Security) agreement."


Within context it's as clear as Jimmy Durante's nose that Judge Oing was speaking to the legitimacy of the foreclosure action, per the Security Agreement.

Actually that was referencing the Security Agreement; Section 5(a)(iii) in particular, which covers Rights and Remedies of the Secured Party.

Anyone who cares to click the link can read it here:

https://iapps.courts.state.ny.us/fbem/DocumentDisplayServlet?documentId=0H9wD04Ri4ua8udQc4es9w==&system=prod

But I'll provide these following small excerpts for the sake of expediency:

FYI, there seems to be a little confusion about just what part 48 is. It is really just the area of specialization in the commercial division of the court system that judge Oing deals with. Judge Sherwood dealt with part 49. There are multiple Judges in the division and they all have their areas or parts.

If you look, for example, at the decision on motion #1 from back in August(doc #39) in the Ironridge case, it also has part 48 on the page in the upper right corner.

See here:

https://iapps.courts.state.ny.us/fbem/DocumentDisplayServlet?documentId=tTXEvSnOBJzxPa_PLUS_qaE5Irg==&system=prod

Here is a link listing the various judges and their parts, FYI:

http://www.nycourts.gov/courts/comdiv/ny/newyork_chamberspart_scarpulla.shtml

just place your pointer over the Judge's names to see their part designations.

My previous link concerning part 48 had to do with rules and procedures in that area under Judge Oing.

I imagine we'll know for sure by/before June 3rd. Less than a month. After all this time not much longer to wait.

Note the following excerpts from today's court posting:

"...further ordered that plaintiff (intellicell) is directed to submit a proposed order, on notice, to part 48 on or before June 3, 2014."

and

"As JHO Gammerman correctly noted, the loan documents only entitled Ironridge to recover legal fees and costs incurred in collecting or enforcing payment of the note, which this litigation did not involve."


Looks likely that there is some negotiation going on that the court is waiting to formalize. Like I said previously, SVFC wants and needs to have this ENTIRE matter put to bed with prejudice. Since this case was, as the court verified, about the issue of determining the proper party to receive payment, and Oing ordered payment of the undisputed portion of the debt (see Oing quote below), and Gammerman took care of the Facility Fee shares, other matters relating to those reserved rights under the loan documents, not directly addressed in this case, must still be addressed and put to bed. Recall that Ironridge put forward the argument that SVFC owed much more than the sum of the $535K previously paid and the $91,912.41 shares value just awarded.

Perhaps some agreement is in the works that will put the matter to rest for good. Possibly this is the proposed order Oing directed SVFC to deliver by June 3rd. If such an agreement isn't forthcoming, then the possibility of future action by Ironridge "in collecting or enforcing payment of the note" or enforcing other aspects of the loan documents, will still hang over SVFC's head.

Oing quote: