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Not after reading this article....
http://www.fool.com/investing/general/2013/08/24/this-week-in-biotech.aspx
And then there was GTx (NASDAQ: GTXI ) , this week's disaster du jour. GTx shares fell a whopping 65% on the week after a late-stage study of its lead drug enobosarm failed to meet either of its primary endpoints of improving body mass and physical function for non-small cell lung cancer patients. GTx did note an improvement in lean body mass in one of its two trials, but it wasn't enough to meet the primary endpoint of significance in either of its cancer-induced muscle wasting trials. With both of GTx's lead drugs failing to be approved since 2010, GTx's options are quickly running out.
SVFCauctioneer is wrong AGAIN !!!!
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 that certain 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.
8K
Current Report Filing (8-k)
Date : 08/27/2013 @ 6:59AM
Source : Edgar (US Regulatory)
Stock : Intellicell Biosciences, Inc. (PL) (SVFC)
Quote : 0.0167 0.0 (0.00%) @ 5:32AM
Current Report Filing (8-k)
Print
Alert
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): August 26, 2013
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 that certain 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.
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: August 27, 2013
By:
/s/ Dr. Steven Victor
Name: Dr. Steven Victor
Title: Chief Executive Officer
Well, I have 100,000 shares at just below .05. I am sticking it out and not selling no matter what. I'll be on this board till the end.
Ironridge brings traditional private
equity financial sophistication to small cap
public companies. The firm does not desire
to influence or control management, will
not restrict use of proceeds and requires no
restrictive covenants. We will never take an
affiliate or control position in companies.
Ironridge exclusively places its trust in current
management with strong vision for accelerated
growth and increased shareholder value.
This is all taken from IronRidge's own Website
IRONRIDGE - John C. Kirkland
Palisades Village Center
881 Alma Real Drive
Suite 305
Los Angeles, CA 90272-3731
Direct 310.935.3900
Cell 310.463.4707
jkirkland@ironridgeglobal.com
John C. Kirkland
visit superlawyers.com
JOHN C. KIRKLAND
Managing Director
John has handled several hundred billion dollars in public offerings and private placements of debt and equity securities for clients such as Goldman Sachs, GE Capital, and Bank of America. As a practicing securities attorney for over 20 years, he was known for developing unique and innovative public company financing structures.
John was most recently partner in charge of the securities group at Luce Forward, was previously partner in charge of the securities practice at the Los Angeles office of Greenberg Traurig, and began his legal career at Cadwalader Wickersham & Taft.
John is the author of “Practical Approaches to Securities Compliance Issues”, SEC Compliance Best Practices (Thomson Reuters 2010 ed.), and various articles on securities topics. He has been repeatedly listed in Who’s Who in American Law and Southern California Super Lawyers, and quoted in publications such as the Wall Street Journal, CNN, Los Angeles Times and New York Times.
John received his BA in Biology-Psychology from Columbia University, and his JD from UCLA School of Law.
Form 8-K for INTELLICELL BIOSCIENCES, INC.
5-Aug-2013
Unregistered Sale of Equity Securities
Item 3.02 Unregistered Sale of Equity Securities.
On May 21, 2013, the Supreme Court of the State of New York, County of New York (the "Court"), entered an order (the "Order") approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the "Securities Act"), in accordance with a stipulation of settlement (the "Settlement Agreement") between Intellicell Biosciences, Inc., a Nevada corporation (the "Company"), and Hanover Holdings I, LLC, a New York limited liability company ("Hanover"), in the matter entitled Hanover Holdings I, LLC v. Intellicell Biosciences, Inc., Case No. 651709/2013 (the "Action"). Hanover commenced the Action against the Company on May 10, 2013 to recover an aggregate of $706,765.38 of past-due accounts payable of the Company, plus fees and costs (the "Claim"). The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Company and Hanover upon execution of the Order by the Court on May 21, 2013.
As previously disclosed, on May 23, 2013, the Company issued and delivered to Hanover 8,500,000 shares (the "Initial Settlement Shares") of the Company's common stock, $0.001 par value (the "Common Stock").
The Settlement Agreement provides that the Initial Settlement Shares will be subject to adjustment on the trading day immediately following the Calculation Period (as defined below) to reflect the intention of the parties that the total number of shares of Common Stock to be issued to Hanover pursuant to the Settlement Agreement be based upon a specified discount to the trading volume weighted average price (the "VWAP") of the Common Stock for a specified period of time subsequent to the Court's entry of the Order. Specifically, the total number of shares of Common Stock to be issued to Hanover pursuant to the Settlement Agreement shall be equal to the sum of: (i) the quotient obtained by dividing (A) $706,765.38 by (B) 55% of the average of the lowest 10 VWAPs of the Common Stock over the 80-consecutive trading day period immediately following the date of issuance of the Initial Settlement Shares (or such shorter trading-day period as may be determined by Hanover in its sole discretion by delivery of written notice to the Company) (the "Calculation Period"); (ii) the quotient obtained by dividing (A) the total dollar amount of legal fees and expenses incurred in connection with the Action, which shall not exceed $57,500 (less $5,000 heretofore paid by the Company) by (B) the VWAP of the Common Stock over the Calculation Period; and (iii) the quotient obtained by dividing (A) agent fees of $35,338.27 by (B) the VWAP of the Common Stock over the Calculation Period, rounded up to the nearest whole share (the "VWAP Shares"). As a result, the Company ultimately may be required to issue to Hanover substantially more shares of Common Stock than the number of Initial Settlement Shares issued (subject to the limitations described below). The Settlement Agreement further provides that if, at any time and from time to time during the Calculation Period, Hanover reasonably believes that the total number of Settlement Shares previously issued to Hanover shall be less than the total number of VWAP Shares to be issued to Hanover or its designee in connection with the Settlement Agreement, Hanover may, in its sole discretion, deliver one or more written notices to the Company, at any time and from time to time during the Calculation Period, requesting that a specified number of additional shares of Common Stock promptly be issued and delivered to Hanover or its designee (subject to the limitations described below), and the Company will upon such request reserve and issue the number of additional shares of Common Stock requested to be so issued and delivered in the notice (all of such additional shares of Common Stock, "Additional Settlement Shares"). At the end of the Calculation Period, (i) if the number of VWAP Shares exceeds the number of Initial Settlement Shares and Additional Settlement Shares issued, then the Company will issue to Hanover or its designee additional shares of Common Stock equal to the difference between the number of VWAP Shares and the number of Initial Settlement Shares and Additional Settlement Shares, and (ii) if the number of VWAP Shares is less than the number of Initial Settlement Shares and Additional Settlement Shares issued, then Hanover or its designee will return to the Company for cancellation that number of shares of Common Stock equal to the difference between the number of VWAP Shares and the number of Initial Settlement Shares and Additional Settlement Shares. Hanover may sell the shares of Common Stock issued to it or its designee in connection with the Settlement Agreement at any time without restriction, even during the Calculation Period.
The Settlement Agreement provides that in no event shall the number of shares of Common Stock issued to Hanover or its designee in connection with the Settlement Agreement, when aggregated with all other shares of Common Stock then beneficially owned by Hanover and its affiliates (as calculated pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder), result in the beneficial ownership by Hanover and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and the rules and regulations thereunder) at any time of more than 9.99% of the Common Stock.
As previously disclosed, between June 17, 2013 and July 24, 2013, the Company issued and delivered to Hanover an aggregate of 31,166,171 Additional Settlement Shares pursuant to the terms of the Settlement Agreement approved by the Order.
Since the issuance of the Initial Settlement Shares and Additional Settlement Shares described above, Hanover demonstrated to the Company's satisfaction that it was entitled to receive another 6,000,000 Additional Settlement Shares, based on the adjustment formula described above, and that the issuance of such Additional Settlement Shares to Hanover would not result in Hanover exceeding the beneficial ownership limitation set forth above. Accordingly, on August 1, 2013, the Company issued and delivered to Hanover another 6,000,000 Additional Settlement Shares pursuant to the terms of the Settlement Agreement approved by the Order.
The issuance of Common Stock to Hanover pursuant to the terms of the Settlement Agreement approved by the Order is exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) thereof, as an issuance of securities in exchange for bona fide outstanding claims, where the terms and conditions of such issuance are approved by a court after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear.
Gimmee an "S"
Gimmee a "V"
Gimme an "F"
Gimmee a "C"
GO SVFC !!!!!
You gotta know when to hold em, know when to fold em, know when to walk away and know when to run.
Right now, I'm laughing at the people running because they don't know.......
You keep saying $15.00, that is incorrect my friend.
Yes, I read that the 1000 share purchase was a signal to the company, but i'm trying to re locate that right now.
??? I'm trying to get a read just like you all are. I'm still wondering how that poster got the news two days before it was out, unless it was intentionally leaked to drop the share price. Still a mystery for me.
Not sure, I'm researching it myself
I agree with you. I think they are twisting their arm to get the company or to have the company bought up by Big Pharma to increase their share price, and in the end their profit.
What is the significance of a Schedule 13D?
A Schedule 13D is significant because it provides investors with useful information about majority ownership in the company. It tells the name, ownership amount and intentions of any investor who has purchased more than 5% of a company. Schedule 13D lists everything an investor could want to know, including the intentions behind the buy and how the buy is funded. Because of this, the schedule 13D has taken on more significance as a takeover indicator in the years since its creation.
Generally speaking, an acquiring company in a friendly takeover will make a tender offer before acquiring any significant or additional holdings of the target company. In a hostile takeover, however, the acquiring company will often take up a toehold purchase beneath disclosure levels. When the funding is in place, as with a leveraged buyout (LBO), the black knight will buy in and file the Schedule 13D and the tender offer simultaneously. This keeps competitors from buying and making the acquisition more expensive while also preventing the target from putting up takeover defenses.
Investors and arbitrageurs often turn to the 13D to judge the chances of a success for an acquisition. Because the funding sources are disclosed, it's easier to see whether the acquiring company is overleveraging itself. This can have a big impact on the future earnings of both companies if the deal goes through.
There is a separate Schedule 13G filing for entities that acquire between 5% and 20% without intending a takeover or anything that will materially impact the company's shares. If the investor is not passive or the ownership is over 20%, they would have to file a Schedule 13D. Sometimes mutual funds and insurance companies find themselves over the 5% margin simply because of the size of their investments.
I hope it goes north. I dont have millions like some people state they do. I have 100K at .05 so I hope it goes North. I am just truthful.
Why was the information stickied at all? It's a paid promo !!!
Yep, thats why I have no idea why they stickied it. The video is months old, and if you read through the entire news today, it states that it is a paid promotion on the second page.
Late to the party and you get the credit and stickied, but why sticky a paid promo? I posted the information on the news today in post #15013. But thanks for re-posting the news, ahem, I mean promotion. :)
Update: July 31, 2013
SVFC Preparing to File to Become Fully Reporting
The Company continues to work to bring the stock back to fully reporting status with the SEC. When asked on time frame regarding filings, South Street Media, the public relations firm for SVFC said, "The Company is currently in the process of finalizing their audited financials. Obviously due to nature of being fully audited these processes can take some time. But we can confirm things are moving ahead quickly, and the company could potentially have their 10K annual report filed as early as possibly this weekend. A week or so after that the final 10Q should be filed, and the company anticipates regaining fully reporting status under the Securities Act of 1934."
Addition details, and market cap comparison to other stem cell stocks, can be found in an updated report at http://www.ludlowresearch.com/reports.html
Wall Street Newscast,
Trader Alert
Justification is in Cytokinetics pipeline. They just inked a deal with Astellas, received a vote of confidence from Amgen & Critical Phase IIb Data Is Upcoming In 2013 For Omecamtiv Mecarbil And Tirasemtiv.
Cytokinetics Price Target Raised to $26.00 at MLV Capital (CYTK)
http://bit.ly/136pLT0
Cytokinetics Price Target Raised to $26.00 at MLV Capital (CYTK)
http://bit.ly/136pLT0
Would anyone PM me the economy & beginner portfolios so I have a starting point to follow $heff. Also, what is the best way to follow the portfolio? ie: Twitter, posts one here, etc? I signed up to receive emails per the instructions I have read on here. Thanks in advance to anyone that can offer me assistance.
Needham & Company Sees 150% Upside in Cytokinetics (CYTK) after Expanded Amgen (AMGN) Deal
Needham & Company's Chad Messer boosted his price target on Buy-rated Cytokinetics (NASDAQ: CYTK) from $2.50 to $3.50 Thursday, following expansion of the Amgen (NASDAQ: AMGN) deal for heart failure drug Omecamtiv in Japan.
"While a positive event in and of itself, we believe the timing of the deal reflects Amgen's confidence in the program and increases our confidence in the outcome of the ongoing Phase IIb ATOMIC-HF study, which should report out as early as this month," Messer said.
http://www.streetinsider.com/Analyst+Comments/Needham+%26+Company+Sees+150%25+Upside+in+Cytokinetics+%28CYTK%29+after+Expanded+Amgen+%28AMGN%29+Deal/8413213.html?si_client=st
You are a lot closer than I am. I am in Afghanistan.
I don't think they allow cell phones in the court house
I see MOMO on a lot of boards. is that slang for "Momentum"?
I'm sending my son up to live with you. We live in Baltimore and I love the Ravens. For some reason, he likes the Patriots.
The OJ Simpson case
The JohnBenet Ramsey case
The Casey Anthony case