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YA---I am a little slow on the draw---was reading it b/4 checking here and posting it ;0
NEWS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): June 20, 2014
INTELLICELL BIOSCIENCES, INC
(Exact name of registrant as specified in its charter)
Nevada
333-49388
91-1966948
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
460 Park Avenue, 17th Fl
New York, NY 10022
(Address of principal executive offices)
(646) 576-8700
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On August 8, 2013, a Summons and Complaint (the “Complaint”) was filed along with a Motion for a Temporary Restraining Order (the “Motion”) before the Supreme Court of the State of New York, County of New York (the “Court”) under the caption Intellicell Biosciences, Inc. v Ironridge Global IV, LTD., and TCA Global Credit Master Fund, LP, Index No. 652800/13. The Motion sought to restrain the sale of the Company’s assets.
As previously reported, on July 15, 2013, while the Company was finalizing an amendment and waiver to that certain Convertible Promissory Note (the “Note”) issued by the Company in favor of TCA Global Credit Master Fund, LP (“TCA”) on June 7, 2012 in the principal amount of $500,000, the Company was advised that Ironridge Global IV, LTD (“Ironridge”), led by Mr. John C. Kirkland, Esq., purportedly purchased the Note from TCA. The Complaint and Motion alleged that Ironridge and TCA each served the Company with a Notice of Foreclosure and Sale, both claiming to be the “Secured Party” of the same assets.
Given that Ironridge and TCA asserted that they would sell the secured assets of the Company at auction on August 12, 2013, the Motion sought to temporarily restrain both parties from so doing. On August 12, 2013, Justice Sherwood, Justice of the Supreme Court, New York County, issued a written Order granting the relief requested, thereby restraining any sale of assets (the “Temporary Restraining Order”).
On August 26, 2013, despite the Company’s best efforts to amicably resolve the dispute related to the Note, a subsequent hearing on the Motion was held, at which time the Company voluntarily brought with it to Court: (i) a certified check in the amount of $535,833.33 constituting payment of all principal and interest owed under the Note; and (ii) a stock certificate constituting the facility fee shares owed to the Secured Party pursuant to that certain Equity Facility Agreement. Since TCA admitted in prior court filings that it has no remaining interest in the Note and Equity Facility Agreement, both the check and the stock certificate were tendered to Ironridge in open court, and counsel for Ironridge confirmed receipt thereof to Justice Oing directly. The Company's attorneys argued in court that, with the exception of possible attorney’s fees owed, the Company's obligations under the transaction documents have now been satisfied in full.
In addition, the Court found Ironridge’s jurisdictional argument to be unavailing and held that the case shall remain in New York and directed all parties to file submissions with the Court on September 10, 2013, indicating why any other monies are or are not owed under those certain transaction documents. Judge Oing further directed that the Temporary Restraining Order restraining the sale of the Company’s assets shall remain in place indefinitely until further order of the Court and that the auction shall not be rescheduled and that Ironridge shall not make, post or distribute any further advertisements, internet postings, blogs or otherwise in relation thereto. Finally, Judge Oing held that the balance of the $680,000 that was being held in escrow be immediately released.
On January 28, 2014 a Report and Recommendation was issued by Judicial Hearing Officer Ira Gammerman and so ordered on February 19, 2014. By Notice of Motion dated March 7, 2014, the Company moved to confirm said Report and Recommendation. On March 31, 2014, Ironridge cross-moved for an order rejecting the Report of Recommendation and for an award of damages against the Company and in favor of Ironridge in the amount of $298,310.91.
On June 20, 2014, the Company received the Order whereby the Court (i) granted the Company’s motion and (ii) denied Ironridge’s cross-motion. The Court further ordered that (i) Ironridge surrender to the Company stock certificate No. IC0369 in the amount of 4,959,613 shares of common stock of the Company by delivering the certificate to counsel of the Company within ten (10) calendar days of service of Notice of Entry of Order; (ii) the Company, within ten (10) calendar days of receipt by Company’s counsel of the Certificate (the “Issue Date”), cause its clearing firm to issue and deliver to Ironridge a stock certificate representing immediately tradeable shares (the “Facility Fee Shares”) in the Company in an amount equal to $91,912.42 as determined by reference to the Company’s share price on the NASDAQ as reported by Bloomberg L.P. as of the Issue Date; (iii) if the Company cannot or does not cause its clearing house to issue the Facility Fee Shares, the Company shall pay Ironridge $91,912.42 in immediately available funds within ten (10) of the Issue Date; and (iv) Ironridge’s first-priority under the Security Agreement dated as of May 31, 2012 shall continue until the earlier of payment by the Company to Ironridge in immediately available funds of $91,912.42 or receipt by Ironridge of the correct stock certificate having the tradeable value of $91,912.42.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INTELLICELL BIOSCIENCES, INC
Date: June 25, 2014
By:
/s/ Dr. Steven Victor
Name: Dr. Steven Victor
Title: Chief Executive Officer
yes it is----and much safer than bleach/Clorox---which I have been using for years for cleaning
The company needs to do that again-w/even more competing products-along with medical industry products also---and then BLAST it out for the world to see. I am not in the medical field, but it does not take much to realize that there is a MUCH NEEDED market for this
Thats what I was thinking also---this has been going on for quite a few days now
I think something may be up also---the last 10Q was for the period ending April 30th, correct? So we may see some significant news in the next 10q--hopefully b/4. Do you know if that is due out july30TH? I have been in here for 8 mnths or so now---I have never seen the size of bid and large $ buys as I am seeing in the last week of trading---have you?
Caz, do you mean .005?
The company has finally hired sales professionals--Basically this all started January 2014---if you think that accounts are created and sales will follow that quickly you r in 'la la land'. There is much red tape in switching out products in large companies and hospitals etc.
and Duh, is basically a nice way to state the obvious--complete ignorance
Great post Elgringo---have you seen the size of trades going thru right now? 20 million-50 million etc----you think this is retail?
I don't want anyone pumping anything.....and I would prefer to see no one bashing also---either substantiate your claims, or keep them to yourself. If you think that would be investors do not come here to read posts, you are SADLY mistaken.
Who's buying is more of a question.....With all of you 'negative Nellies' here---If I were researching a stock at this point, and stopped off here to read/research and do some DD---I would run...not walk, because of yours and many others posts. Thats very helpful for your investment....DUH
BLD....please 'spill the beans', would love to hear.
Well said Ram!! BONU!!
Maybe someone can re-post where patents are ALREADY in place/granted at this point and time---that be be helpful for newcomers
Lowtotem---I for one thank you for visiting and taking the time out of your life, and then posting here for us----Not many would do that---thank you again!
Malt, any thoughts on the billion+ bids?
Rocco---can you expound? I am new to pennies and I have looked at the current share structure---but I am unsure of what you exactly mean. Thanks
30M in back to back 5million$ trades....strange
From what I understand, the share increase, if used for partnership or the like, and not thrown into the float---could be a good thing, and just what the company needs. I'm not going to get all 'jacked up' worrying about the increase in shares until I know what they are going to be used for. Call me naive, but I truly believe this company has the products to get this pps to fly.
Looks like the 33M in volume so far this morning is buy volume
1.2B on the bid.....really, you are telling me that this is not a request to buy? and 8.2M on the ask is the request to sell.....am I missing something here?
Someones buying here...not sure who, but pretty interesting
AGAIN...1.168 BILLION on the bid, and only 21.5 Million on the ask
LJ, or anyone---Do you know what the change classification means?
Thanks Malt--found this re the cellar for anyone here like myself, that isn't familiar
A little long but an interesting read:
“CELLAR BOXING”
There’s a form of the securities fraud known as naked short selling that is becoming very popular and lucrative to the market makers that practice it. It is known as “Cellar boxing” and it has to do with the fact that the NASD and the SEC had to arbitrarily set a minimum level at which a stock can trade. This level was set at $.0001 or one-one hundredth of a penny. This level is appropriately referred to as “the cellar”. This $.0001 level can be used as a "backstop" for all kinds of market maker and naked short selling manipulations.
“Cellar boxing” has been one of the security frauds du jour since 1999 when the market went to a “decimalization” basis. In the pre-decimalization days the minimum market spread for most stocks was set at 1/8th of a dollar and the market makers were guaranteed a healthy “spread”. Since decimalization came into effect, those one-eighth of a dollar spreads now are often only a penny as you can see in Microsoft’s quote throughout the day. Where did the unscrupulous MMs go to make up for all of this lost income? They headed "south" to the OTCBB and Pink Sheets where the protective effects from naked short selling like Rule 10-a, and NASD Rules 3350, 3360, and 3370 are nonexistent.
The unique aspect of needing an arbitrary “cellar” level is that the lowest possible incremental gain above this cellar level represents a 100% spread available to MMs making a market in these securities. When compared to the typical spread in Microsoft of perhaps four-tenths of 1%, this is pretty tempting territory. In fact, when the market is no bid to $.0001 offer there is theoretically an infinite spread.
In order to participate in “cellar boxing”, the MMs first need to pummel the price per share down to these levels. The lower they can force the share price, the larger are the percentage spreads to feed off of. This is easily done via garden variety naked short selling. In fact if the MM is large enough and has enough visibility of buy and sell orders as well as order flow, he can simultaneously be acting as the conduit for the sale of nonexistent shares through Canadian co-conspiring broker/dealers and their associates with his right hand at the same time that his left hand is naked short selling into every buy order that appears through its own proprietary accounts. The key here is to be a dominant enough of a MM to have visibility of these buy orders. This is referred to as "broker/dealer internalization" or naked short selling via "desking" which refers to the market makers trading desk. While the right hand is busy flooding the victim company's market with "counterfeit" shares that can be sold at any instant in time the left hand is nullifying any upward pressure in share price by neutralizing the demand for the securities. The net effect becomes no demonstrable demand for shares and a huge oversupply of shares which induces a downward spiral in share price.
In fact, until the "beefed up" version of Rule 3370 (Affirmative determination in writing of "borrowability" by settlement date) becomes effective, U.S. MMs have been "legally" processing naked short sale orders out of Canada and other offshore locations even though they and the clearing firms involved knew by history that these shares were in no way going to be delivered. The question that then begs to be asked is how "the system" can allow these obviously bogus sell orders to clear and settle. To find the answer to this one need look no further than to Addendum "C" to the Rules and Regulations of the NSCC subdivision of the DTCC. This gaping loophole allows the DTCC, which is basically the 11,000 b/ds and banks that we refer to as "Wall Street”, to borrow shares from those investors naive enough to hold these shares in "street name" at their brokerage firm. This amounts to about 95% of us. Theoretically, this “borrow” was designed to allow trades to clear and settle that involved LEGITIMATE 1 OR 2 DAY delays in delivery. This "borrow" is done unbeknownst to the investor that purchased the shares in question and amounts to probably the largest "conflict of interest" known to mankind. The question becomes would these investors knowingly loan, without compensation, their shares to those whose intent is to bankrupt their investment if they knew that the loan process was the key mechanism needed for the naked short sellers to effect their goal? Another question that arises is should the investor's b/d who just earned a commission and therefore owes its client a fiduciary duty of care, be acting as the intermediary in this loan process keeping in mind that this b/d is being paid the cash value of the shares being loaned as a means of collateralizing the loan, all unbeknownst to his client the purchaser.
An interesting phenomenon occurs at these "cellar" levels. Since NASD Rule 3370 allows MMs to legally naked short sell into markets characterized by a plethora of buy orders at a time when few sell orders are in existence, a MM can theoretically "legally" sit at the $.0001 level and sell nonexistent shares all day long because at no bid and $.0001 ask there is obviously a huge disparity between buy orders and sell orders. What tends to happen is that every time the share price tries to get off of the cellar floor and onto the first step of the stairway at $.0001 there is somebody there to step on the hands of the victim corporation's market.
Once a given micro cap corporation is “boxed in the cellar” it doesn’t have a whole lot of options to climb its way out of the cellar. One obvious option would be for it to reverse split its way out of the cellar but history has shown that these are counter-productive as the market capitalization typically gets hammered and the post split share price level starts heading back to its original pre-split level.
Another option would be to organize a sustained buying effort and muscle your way out of the cellar but typically there will, as if by magic, be a naked short sell order there to meet each and every buy order. Sometimes the shareholder base can muster up enough buying pressure to put the market at $.0001 bid and $.0002 offer for a limited amount of time. Later the market makers will typically pound the $.0001 bids with a blitzkrieg of selling to wipe out all of the bids and the market goes back to no bid and $.0001 offer. When the weak-kneed shareholders see this a few times they usually make up their mind to sell their shares the next time that a $.0001 bid appears and to get the heck out of Dodge. This phenomenon is referred to as “shaking the tree” for weak-kneed investors and it is very effective.
At times the market will go to $.0001 bid and $.0003 offer. This sets up a juicy 200% spread for the MMs and tends to dissuade any buyers from reaching up to the "lofty" level of $.0003. If a $.0002 bid should appear from a MM not "playing ball" with the unscrupulous MMs, it will be hit so quickly that Level 2 will never reveal the existence of the bid. The $.0001 bid at $.0003 offer market sets up a "stalemate" wherein market makers can leisurely enjoy the huge spreads while the victim company slowly dilutes itself to death by paying the monthly bills with "real" shares sold at incredibly low levels. Since all of these development-stage corporations have to pay their monthly bills, time becomes on the side of the naked short sellers.
At times it almost seems that the unscrupulous market makers are not actively trying to kill the victim corporation but instead want to milk the situation for as long of a period of time as possible and let the corporation die a slow death by dilution. The reality is that it is extremely easy to strip away 99% of a victim company’s share price or market cap and to keep the victim corporation “boxed“ in the cellar, but it really is difficult to kill a corporation especially after management and the shareholder base have figured out the game that is being played at their expense.
As the weeks and months go by the market makers make a fortune with these huge percentage spreads but the net aggregate naked short positions become astronomical from all of this activity. This leads to some apprehension amongst the co-conspiring MMs. The predicament they find themselves in is that they can’t even stop naked short selling into every buy order that appears because if they do the share price will gap and this will put tremendous pressures on net capital reserves for the MMs and margin maintenance requirements for the co-conspiring hedge funds and others operating out of the more than 13,000 naked short selling margin accounts set up in Canada. And of course covering the naked short position is out of the question since they can’t even stop the day-to-day naked short selling in the first place and you can't be covering at the same time you continue to naked short sell.
What typically happens in these situations is that the victim company has to massively dilute its share structure from the constant paying of the monthly burn rate with money received from the selling of “real” shares at artificially low levels. Then the goal of the naked short sellers is to point out to the investors, usually via paid “Internet bashers”, that with the, let’s say, 50 billion shares currently issued and outstanding, that this lousy company is not worth the $5 million market cap it is trading at, especially if it is just a shell company whose primary business plan was wiped out by the naked short sellers’ tortuous interference earlier on.
The truth of the matter is that the single biggest asset of these victim companies often becomes the astronomically large aggregate naked short position that has accumulated throughout the initial “bear raid” and also during the “cellar boxing” phase. The goal of the victim company now becomes to avoid the 3 main goals of the naked short sellers, namely: bankruptcy, a reverse split, or the forced signing of a death spiral convertible debenture out of desperation. As long as the victim company can continue to pay the monthly burn rate, then the game plan becomes to make some of the strategic moves that hundreds of victim companies have been forced into doing which includes name changes, CUSIP # changes, cancel/reissue procedures, dividend distributions, amending of by-laws and Articles of Corporation, etc. Nevada domiciled companies usually cancel all of their shares in the system, both real and fake, and force shareholders and their b/ds to PROVE the ownership of the old “real” shares before they get a new “real” share. Many also file their civil suits at this time also. This indirect forcing of hundreds of U.S. micro cap corporations to go through all of these extraneous hoops and hurdles as a means to survive, whether it be due to regulatory apathy or lack of resources, is probably one of the biggest black eyes the U.S. financial systems have ever sustained. In a perfect world it would be the regulators that periodically audit the “C” and “D” sub-accounts at the DTCC, the proprietary accounts of the MMs, clearing firms, and Canadian b/ds, and force the buy-in of counterfeit shares, many of which are hiding behind altered CUSIP #s, that are detected above the Rule 11830 guidelines for allowable “failed deliveries” of one half of 1% of the shares issued. U.S. micro cap corporations should not have to periodically “purge” their share structure of counterfeit electronic book entries but if the regulators will not do it then management has a fiduciary duty to do it.
A lot of management teams become overwhelmed with grief and guilt in regards to the huge increase in the number of shares issued and outstanding that have accumulated during their “watch”. The truth however is that as long as management made the proper corporate governance moves throughout this ordeal then a huge number of resultant shares issued and outstanding is unavoidable and often indicative of an astronomically high naked short position and is nothing to be ashamed of. These massive naked short positions need to be looked upon as huge assets that need to be developed. Hopefully the regulators will come to grips with the reality of naked short selling and tactics like "Cellar boxing" and quickly address this fraud that has decimated thousands of U.S. micro cap corporations and the tens of millions of U.S. investors therein."
article
Sales have doubled...period- (AND not to mention they filed within the allotted time frame) No not as much as I would have liked, but they are headed in the right direction. They finally hired sales professionals---just at the start of the year-----lets give them some time to sell the products---I am LONG here, and I believe they will be able to 'corner the market' with their products!
agreed
the BB's are squeezed so tightly---take a look at the chart for the last 12 months---we had a small break out in Feb. but we are do---and with some postive #'s being reported, this could break out to the upside quickly----I believe the sales will increase q after q from here on out
almost 1.5B on the bid, 27M on the ask---1/4B already traded for the day----someones buying here
I am averaging down also---but.... a few hundred is a nice evening out----this is more of a gamble, but payout COULD be huge---the products are worth far more than this pps is showing----I am in for the long run!
I hope so----I believe in the company...and no I am not crazy about the share increase, but if it is used in a manner that will get this company moving in the right direction, then albeit. I am long and ALL IN. BONU!
Just slapped the ask at .0003 and bought another million....300.00 is nothing compared to the possibility of this company IMO
No one has been pumping anything on this board...go check the past posts. Nothing was stopping any bids for 0001....I have been watching this ticker for 6+ months--I have never seen a billion dollar+ bid---doesn't matter how cheap something is, if it is totally worthless, why bid at all? And no, I won't attack your comment, as you have done here numerous times....would just make me as small of a person as you.
1.2Billion on the bid.....something is up!
Malt---is there any reasonable explanation of this share increase?
Great---just got back in...noticed everyone is quiet; was there a CFO mentioned/appointed? Haven't had a chance to read this yet. Is something great mentioned as was said here for the last month--the reason for being so late filing? Have to run for another appointment and will read it later.....hopefully we got some good news.
Almost 730M on the bid and 10k on the ask???? such a small difference in the trips......the 10k on the ask should raise it to 0004
lowtotem---can you post and share the pictures please? and BTW---thanks for such great DD
8,500 shares traded in an hour???? I am long here, but something is amiss ---- IMO they need to file, excuses for not filing timely is not flying anymore---at least w/me.
HUGE bid sizes 614M