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Quotes LOL, "(1)Now that the 31 Institutionals are on board with most of their starter investments around $6 to $7 PPS, the reality is setting in of increased probability that private placements with the deep pocketed Insitutionals. IMO a 10 mil share private placement in the $6s range for $60 mil is a very real possibility.
(2) A second possibility is to sign a new Lincoln contract when the current +$3 mil cash and $8 mil unused are consumed.
(3)3rd possibility is that JVs are possible. However PW is looking to maximize shareholders value and is obviously holding out for better offers than received so far. "
What?
1) There is NO WAY to know that a supposed "31 institutions" are now "on board" and holding or long this stock? That's NOT what a Form-13 simply being filed means or guarantees. The "little list" of the imaginary supposed "31 institutions" showed some transacting like 20 or 50 shares of the stock, LOL !! And a great many of them are HEDGE FUNDS or simply "private wealth funds"- they can be SHORT or SELLING in a private transaction for a private client, etc. It's just Nasdaq reporting requirements if they "handled" the shares- they could of sold all their "holdings" literally 5 minutes after "acquiring" them for all one knows- it's NOT as simple as "they're all longs" now. Total nonsense.
Also, it's total nonsense to think/imagine that some "firm" or imagined "big investor" is now going to step-in here and fork over $60 MILLION freaking dollars for a single chunk of 10 mil shares at $6 and change, aka PAY FULL MARKET PRICE? No way. Not going to happen. They "tried" and failed miserably to sell $60 mil worth end of 2014 when the bio-tech raging bull of all world history was blistering hot, using THREE high priced underwriters and they couldn't get the deal done. Anyone stepping in here with a big money block- NO WAY they'd pay anywhere near $6 a share on recent OTC, recent R/S, no revenue, no product(s) for 5 years minimum, small phase I high risk shares. Not a chance in heck IMO. They'd be lucky to to sell 10 mil shares at probably the $3 to $4 a share range- and the big failed secondary was the proof in the pudding as far as I'm concerned. They couldn't sell that deal w/o mega steep discounts and it gobb smacked um so they pulled it while treading water trying to figure out what to do- and now the market's have cooled considerably and deals and cash are drying up as total world markets go weak to flat at best.
The only "financing" they live on right now is LOW GRADE in which Lincoln gets discounts and thus guaranteed they can sell/dump and unload for a profit and only lend out small enough chunks at a time to keep their risk profile low, almost a guaranteed can't lose profit- as long as the common shares remain reasonably liquid.
2) OCAT is really going to run the Lincoln credit card to ZERO before putting financing in place, LOL !! Not likely. There will be "news" likely VERY SOON that they're increasing the amount the can "tap" from Lincoln or some other lender of last resort- as they HAVE NO OTHER GAME IN TOWN, they're getting so cash low as to be teetering on insolvency if any un-planned expenses or emergency funds need came up.
3) How does one know/imagine the MYTH that supposedly "However PW is looking to maximize shareholders value and is obviously holding out for better offers than received so far."?? What? Who can know that, that the CEO is "obviously holding out" blah, blah? Maybe the CEO's GOT NOTHING? Likely NO OFFERS and is "holding" a big ole GOOSE EGG waiting/holding for NOTHING at this point which is highly likely?
Just a lot of usual conjecture IMO. NO one "knows" what the CEO thinks or why he's doing what he does- and certainly not in relation to some typical "JV" myths and "big 10 million share $6, $60 mil imaginary share deal" supposed financing myths or whatever? Just made up conjectures.
Opened back in the .004's again: Must be the "big news" PR thingy ????
Those "big PR" releases just don't seem to "move the needle" much anymore on this one? Closed DOWN about 5% yesterday, SOLID RED and now starts off DOWN about 10%, SOLID RED on the open today- already hitting .0048?
Wonder how that can be with a "mergers and acquisitions" PR thingy that might, maybe, possibly could happen (but there "can be no assurances" that anything will actually occur - see PR wording)? Just makes no sense to me personally why it would sell off hard on that big a news?
0.0049 / 0.0055 (171000 x 145400)
That's ole CDEL on the Bid and BMAK is part of that Ask, with a 10K share block parked there, as usual, @ only .0055 today. Looks like it's going pretty much nowhere for the day then IMO, given what those dilution MM's have showing stacked on the Level II.
Already hit a low of .0048 this AM and now Bids of just .004's showing in the Level II stack early-on as of now? Wow.
I don't know- maybe the massive amounts of dilution and the convertible debt firms being used constantly for "financing" just trumps those "PR" releases about "possible/maybe deals" nowadays? Just not sure?
LOL quote, "Sounds like we have a great chance of Pavilion agreeing to the acquisition then :)"
Yeah, fa sure. A "acquisition" of what appears to highly likely be a ONE PERSON "corporation" (PAVILLION SCIENTIFIC, Inc) formed about 5 months ago that shows it's "headquarters" as a freaking RESIDENTIAL HOUSE and its "PRESIDENT" as highly likely being a close relation (sister?) to a key BOD member and officer of Bioheart, Kristin Comella. Wonder how they "value" that "company" in order to pay CASH and STOCK and WARRANTS for it? Oh yeah.
Oh right on- nothing "wrong" at all with that picture that I can see, LOL !! Nooooo.
From the Florida Secretary of State (govt run site):
PAVILLION SCIENTIFIC, INC.
"Principal Address
3808 W. SANTIAGO ST.
TAMPA, FL 33629"
"Officer/Director Detail
Name & Address
Title P
COMELLA, RACHEL
3808 W. SANTIAGO ST.
TAMPA, FL 33629"
Where's the big "stem cell kit" assembly and packing operation going on ya think? The GARAGE or the KITCHEN, LOL !! Oh yeah. So BHRT needs to "buy um out" to "cut costs" and "control the ole supply chain"?? Really? Makes no sense to me personally, none?
http://search.sunbiz.org/Inquiry/CorporationSearch/ConvertTiffToPDF?storagePath=COR%5C2014%5C1126%5C80830968.tif&documentNumber=P14000095300
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=PAVILLIONSCIENTIFIC%20P140000953000&aggregateId=domp-p14000095300-428fd0b4-7439-4d59-859d-640c7a7cdcbb&searchTerm=Pavillion%20Scientific%2C%20Inc&listNameOrder=PAVILLIONSCIENTIFIC%20P140000953000
Isn't PAVILLION FOODS, Inc. OWNED BY Comella's family? As in Kristin Comella a Bioheart BOD member? Also, it appears "PAVILLION SCIENTIFIC" the so called "wholly owned subsidiary" is also owned/controlled by a "Comella"??
Wouldn't that need to be disclosed if it indeed is the case- since it sorta has some "family ties" involved it seems? BHRT being a PUBLIC TRADED company and all?
So Bioheart "might" be buying a company owned by what appears to be the family of a member, a family relation of one of their own board of directors in order to "save costs" supposedly?
Wonder how exactly that "works"?? If the biz has Comella's own family involved in it (which some simple Google research shows is highly likely from what I've found, IMO)- and Kristin Comella is on the Bioheart Board, can't BHRT negotiate decent pricing w/o buying the other company? Sorta makes no sense to me personally?
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=PAVILLIONFOODS%20V480840&aggregateId=domp-v48084-4dfb0145-6bdd-477f-93c6-414349acb86b&searchTerm=Pavillion%20Foods%2C%20Inc.&listNameOrder=PAVILLIONFOODS%20V480840
That's THEE Florida Secretary of State biz corporations site- and that is thee only ONE "Pavillion Foods Inc" shown to exist as a registered corp in Florida per their search engine:
It lists the following info as the "agent" for the company:
"COMELLA, MARY E
4627 PANORAMA AVE
HOLIDAY, FL 34690
Name Changed: 04/26/2006
Address Changed: 04/29/2013
"
And it lists the "company officers/directors" with a "P" for "President" as:
"Officer/Director Detail
Name & Address
Title P
COMELLA, MARY E
4627 PANORAMA AVE
HOLIDAY, FL 34690
Title S
COMELLA, MARY E
4627 PANORAMA AVE
HOLIDAY, FL 34690"
If one clicks through all the annual filings for the corp on the Florida Secretary of State site- it also shows a "Robert Comella Jr" as holding a "officer or director" position as "V" for "VP" likely, at the the corporation. So that's two "Comellas"?
The only web search for "Pavillion Foods" Florida brings up one website - which is "PALM SUPPLY"
http://www.palmsupplyfla.com/info.html
And indeed the Florida Secretary of State site shows a DBA (doing business as, aka fictional name) filing for "Palm Supply" is actually "Pavillion Foods" and Mary E. Comella is listed as Director/President, whatever the title is. They appear to be one in the same company.
http://www.sunbiz.org/scripts/ficidet.exe?action=DETREG&docnum=G12000009675&rdocnum=G08121900415
"Palm Supply" appears to be one in the same as "Pavillion Foods" operated by Mary Comella.
http://www.sunbiz.org/pdf/90817349.pdf
Address for "Palm Supply" and "Pavillion Foods" run by Mary Comella appear to be one in the same on that Florida Secretary of State filed document?
http://www.palmsupplyfla.com/info.html
It's shown as some sort of grocery and warehouse and janitor supply biz- so I guess doing "stem cell kits" as a "sub division" makes perfect sense, LOL? I mean what's the connection there? They have a little "stem cell kit" packing/manufacturing biz off the grocery supply/janitorial supply warehouse area or something? Makes ZERO sense to me personally? None? But hey, that's just me.
And HERE IS THE Florida Secretary of State filing for the "subsidiary" called "PAVILLION SCIENTIFIC, INC.". And SHAZAM, it also lists a "Comella" as being the "P" PRESIDENT of that corp too:
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=PAVILLIONSCIENTIFIC%20P140000953000&aggregateId=domp-p14000095300-428fd0b4-7439-4d59-859d-640c7a7cdcbb&searchTerm=Pavillion%20Scientific%2C%20Inc&listNameOrder=PAVILLIONSCIENTIFIC%20P140000953000
PAVILLION SCIENTIFIC, INC.
"Officer/Director Detail
Name & Address
Title P
COMELLA, RACHEL
3808 W. SANTIAGO ST.
TAMPA, FL 33629"
So that's THREE "Comella's" seemingly all related to this "deal" and Bioheart just happens to have a key BOD member who's last name is "Comella"? Really? And there's no "relationship" here at all? No "disclosure" that these folks appear, IMO, to be family related?
REAL INTERESTING TOO IMO- that this "PAVILLION SCIENTIFIC, INC." was formed and filed as a Florida Corp only in late 2014/Jan 2015 "effective", but now Bioheart is going to BUY THEM OUT to supposedly "control the supply chain" and "get better pricing"? The corporation has only existed since 11/24/2014?? It's barely existed- so how many people does it have as "employees" and what's it worth and all?
That address listed on the Florida Secretary of State govt run website- shows the "headquarters" of this "PAVILLION SCIENTIFIC, Inc" to be what sure looks to me on Google maps to be a RESIDENTIAL HOME/HOUSE? So Bioheart is doing a supposed "acquisition" of some biz run out of a home? Really?
I mean how many "Comella's" are there in Florida operating a corp named "Pavillion Foods" and also one named "PAVILLION SCIENTIFIC" who have a biz doing "stem cell kits" that would just happen to have the same last name as the Bioheart Board Of Director member "Kristen Comella" who's also Bioheart's "Chief Science Officer"??
Here's the BHRT PR from today:
http://finance.yahoo.com/news/bioheart-enters-agreement-acquire-pavillion-130000669.html
The SPECIFIC NAME GIVEN IS:
" to acquire Pavillion Scientific, Inc. (Florida) a wholly owned subsidiary of Pavillion Foods, Inc. (Florida). "
Again, the Florida state gov run registered biz/corp search engine on their State gov website shows ONE "Pavillion Foods, Inc" existing in Florida and ONE "PAVILLION SCIENTIFIC Inc." existing in Florida that I can find? And they've both got "COMELLA" names on um as "PRESIDENT" running the Corps. Seems like the same company(s) to me? And it looks like they're related to or owned by a "Comella" family member likely related to Kristin Comella of the BOD and "Chief Science Officer" of Bioheart, IMO? Highly unlikely to me they are different, un-related "Comellas" in Florida, by "chance"? Not likely IMO.
http://www.bioheartinc.com/AboutUs/Management/KristinComella
Seems like there'd have to be or need to be some sort of disclosure if this indeed is a "family deal", something disclosed about that for a public traded company such as Bioheart, no? Just seems logical to me?
Who knows- could be wrong, but sure looks "weird" to me personally? Especially this "PAVILLION SCIENTIFIC" corp being formed and registered only MONTHS AGO, but now BHRT is going to buy it out? What's "it" even consist of as a corporation? It's shown as a freaking HOUSE for the "headquarters" according to my 2 minute Google research?
LOL quote, "Huge news!! Mergers and Acquisitions!
"
Well, all except that NOTHING HAS ACTUALLY HAPPENED !! NO "merger" and NO "acquisition" has even taken place yet? When did that supposedly happen? An "intent" is NOT a "merger" and NOT a "acquisition" being completed?
http://finance.yahoo.com/news/bioheart-enters-agreement-acquire-pavillion-130000669.html
" Under the terms of the letter of intent, Pavillion Foods, Inc. will receive cash, future royalties on a defined number of unit sales and Bioheart Common Stock warrants to purchase Bioheart Common Stock at a predetermined price. Upon completion of a Definitive Agreement, of which there are no assurances will be consummated, Pavillion Scientific will become an operating division of Bioheart, Inc."
Wow, it's even a "definitive" agreement. As opposed to those ole "non-definitive" agreements, LOL? What does that even mean? An "agreement" is an "agreement"? Are their different kinds now supposedly? How bout a LEGALLY BINDING "agreement" of which this one does not appear to be. Just an ole "letter of intent", a giant nothing at this point IMO. If it all vanishes tomorrow- then the "PR" is all "cool" cause of the "no assurances" line and the safe harbor disclaimers. Same as the ole "share buyback" and so many other BHRT "PR's" that are never heard from again per my experience reading so many of them.
NO ASSURANCES, so why is a PR even put out at this point- it's a giant NOTHING at this point? A "agreement"- and there's been a bunch of those in the past. How'd they all work out?
LOL another "agreement" that MAY NOT EVEN HAPPEN ???
So WHY even put out a big ole "PR" if there's not even an actual "deal" yet? What sense does that make?
http://finance.yahoo.com/news/bioheart-enters-agreement-acquire-pavillion-130000669.html
" Bioheart, Inc., a Florida Corporation (BHRT) announces today that it has entered into an letter of intent to acquire Pavillion Scientific, Inc. (Florida) a wholly owned subsidiary of Pavillion Foods, Inc. (Florida). Pavillion Scientific is the provider of stem cell collection kits to both Bioheart, Inc and Vetbiologics. Management believes that the acquisition of Pavillion Scientific by Bioheart will enable Bioheart and Vetbiologics to significantly reduce their cost of goods sold and correspondingly increase their gross margin on sales. Under the terms of the letter of intent, Pavillion Foods, Inc. will receive cash, future royalties on a defined number of unit sales and Bioheart Common Stock warrants to purchase Bioheart Common Stock at a predetermined price. Upon completion of a Definitive Agreement, of which there are no assurances will be consummated, Pavillion Scientific will become an operating division of Bioheart, Inc"
How many "letters of intent" and "term sheets" and "deals" has BHRT done in the past- never to be heard from again? I have a whole bookmark list of um.
IF NOTHING'S ACTUALLY HAPPENED YET- then why "PR" it?
Kinda like the ole "South Africa partnership" thingy, complete with a "grand opening", all except when the SEC filings came out, NO legal agreements were ever in place and the whole thing sorta, kinda, like never actually really was and has never been mentioned since that know of?
http://www.marketwired.com/press-release/bioheart-announces-joint-venture-in-south-africa-otcbb-bhrt-1923668.htm
http://finance.yahoo.com/news/bioheart-announces-grand-opening-facility-120000841.html
Well, then came the old SEC filing reality:
http://www.sec.gov/Archives/edgar/data/1388319/000114544314001305/d31740.htm
"We announced a joint venture in South Africa and the facilities called “South African Stem Cell Institute” were successfully opened in September, 2014 with the intention to retain a 49% ownership of the new entity. As of September 31, 2014, however, there was no formal legal entity established and no formal operating agreement for this joint venture. In additional the Company has not yet incurred any material expenses associated with this venture. Management has concluded that as of September 31, 2014 this announcement is not material to the Company’s financial statements."
What? NO LEGAL ENTITY WAS EVER WAS ESTABLISHED? But the "PR" sounded fantastic?
Or like the ole "share buyback" that might, maybe, could, possibly, perhaps happen? Wonder how that one's going along- looking at the share price, LOL !
http://finance.yahoo.com/news/bioheart-board-directors-authorizes-repurchase-150000370.html
Another ole "PR" chalk full of "maybes"?
Or how bout the past "STEMLOGIX" partnership and all- that was their "animal thingy" or whatever before this "vetbiologics" thing came along- Comella I think was even CEO of it or something (says right in the PR she's the "CEO")? Lots of "PR" about that one too- never really mentioned later again:
http://www.marketwired.com/press-release/bioheart-partnership-with-stemlogix-leads-first-us-combination-regenerative-medicine-1733056.htm
Or a "big financing" ole "term sheet" -
http://www.marketwired.com/press-release/bioheart-receives-2-million-term-sheet-investment-offer-from-vitalmex-global-leader-otcbb-bhrt-1686526.htm
Or the $20 million "financing" that just sorta never was:
http://finance.yahoo.com/news/northstar-launches-20-million-private-113119817.html
Or the "team" being expanded, there's lots of those in the past- but then the SEC filings come along and never mentioned a word about them again and the "employee count" stayed at 3 or 4 and a "part timer" or whatever, never figured out those PR's either?
http://finance.yahoo.com/news/bioheart-boosts-team-regulatory-finance-170909524.html
Or
http://www.bioheartinc.com/assets/press/2AdvisoryBoard.pdf
Or another "partnership" - what happened to this one?
http://www.bioheartinc.com/assets/press/LaboratoryTrainingCoursewithAgeless.pdf
There's many more- I bookmark um over the years and look for um in later SEC filings or search to see if they're ever even mentioned again. I've never found a thing on any of um later on? Never made any sense to me personally?
So ANOTHER PR about something the "might" happen but has NOT YET HAPPENED? OK? Sounds "great" I guess?
Looks like the market hasn't gotten the "big news" yet- given the shares are DOWN, SOLID RED almost 14% so far this AM? Must not have hit the big wires yet I guess?
Quote, "IMO a 10 mil share private placement is a very real possibility. Lasers I believe you are on to something."
Not a chance in heck IMO. They tried a secondary and couldn't sell it in the raging bull of all history- with THREE high priced underwriters working it and running book for um and what not.
IF they managed some "private placement"- then it's gonna be steeply discounted IMO, like mega steep for someone (some fund group or venture group- which I don't see buying into a 20 yr old, OTC convert w/ a tainted history and high priced "C" level bloated top structure and all the rest) they'd want a big discount to bite off the risk of holding 10 million shares of a cash poor, no product, phase I company that's 5 years or so from a hope or a prayer of a product or sales or revenue- let alone a profit or ROI for $60 mil worth of cash (they've already burned up in smoke 1/3 of a $BILLION in cold, hard cash, so their track record is less than stellar, LOL !!). $3 or $4 a share tops for the risk (and that's a huge maybe IMO)?
I think it's gonna be the ole LINCOLN LOW GRADE DILUTION till again- it's all they really got. They got nothing much to say about it IMO- as it's gonna be major anti-climatic and in noway will come even close to raising what they need to fund a large phase II in a serious way, let alone to completion.
The stock is hugging barely $6 a share. Most major funds won't touch anything under $5 bucks a share. Sitting at $6 a share puts um borderline for what any fund wants or can even touch per their own charters- and it's a micro-cap too boot.
They're gonna tap Lincoln again IMO and just limpl along buying time, paying their fat salaries and bonuses and big overhead and all- and that will be 2015 pretty much. Another year of missed targets, delays, excuses- the usual.
Might be wrong- but that's what I see. They're cutting it to the wire right now- they have to announce some kind of cash infusion pretty darn quick. A decent sized company with payroll to meet, unexpected facility costs, legal, insurance and all the rest- they can't live cutting their cash line down to the last month's worth.
They'll worst case- get Lincoln line up for another $10 or $15 mil or something, at least enough to give um a quarter or two of breathing room at current burn/survival rate which is running low side $2 mil a month, probably a bit closer to $2.5 mil a month now.
My $6 and change worth
Quote, "Appears will run the A/S out for sure to the 2 billion. 750m since 2010. Northstar will be at a tipping point soon though for citing bloc control if the current share dilution continues.
"
I'd expect BHRT is going to blow through the 1 BILLION share mark before long (soon)- as the dilution actually appears to be accelerating IMO now based on Magna being involved and all the other toxic debt lenders being used essentially non-stop (5 more deals in just the first 4 months of 2015). 50 MILLION or so dilution shares issued in a one month period approx., per most recent SEC filings.
Thus, I'd expect fairly soon here- to see the BOD issue/grant (whatever the term is) a larger voting ratio per the preferred shares for the Northstar LLC boys. Remember, Northstar LLC is for all intents and purposes IMO one in the same as the BOD, they're a sub-set of insider BOD members (Ahn, Murphy and Hart that we know of from SEC filing plus some mystery members it seems), so they self-vote their own best interests.
They voted once already to increase the 20 MILLION preferred share block held by Northstar from 20 to 1 votes of common voting power to 25 to 1.
http://www.sec.gov/Archives/edgar/data/1388319/000114544313002314/d31019.htm
Quote from that prior 8-K filing (I'd expect something similar to be done soon again IMO)
"On December 16, 2013, effective with the filing of the amendment to the Company's Articles of Incorporation with the Florida Secretary of State (confirmed as filed on December 30, 2013), the Company amended its Articles of Incorporation to modify the voting rights of the Series A Convertible Preferred Stock from 20 votes per share on matters to be voted on by the common stock holders to 25 votes per share on matters to be voted on by the common stock holders."
That was done it appears to specifically insure that Northstar LLC (aka insiders) ALWAYS hold the controlling vote in anything put to the supposed "shareholders". 25 x 20,000 preferred held by Northstar LLC = 500 MILLION votes right there- at a time when they only had 950 million A/S or whatever it was. Now that it's 2 BILLION and the O/S share count is rapidly diluting- I'd guess they'll up that ratio to keep the vote/power "with the insiders" so they say.
So I'd expect them to take it to 30 or 35 to 1 votes per preferred share or something to give them a good cushion so that they, Northstar LLC aka all insiders, always hold a 51% or greater power voting block at all times- so that the common shareholders have no power, no voting rights essentially to control or affect anything related to this "public" traded company.
Northstar LLC ( a tiny, very secretive, private LLC made up of insiders) holds essentially total control over this supposed "public" traded company- they have a lien granted to them for essentially anything of value BHRT might have, could have and will ever have in the future. And they hold total control over any shareholder vote.
From the last filed 10-K, PAGE 75:
"On October 1, 2012, the Company and Northstar entered into a limited waiver and forbearance agreement providing a recapitalized new note balance comprised of all sums due Northstar with a maturity date extended perpetually. The Company agreed to issue 5,000,000 shares of Series A Convertible Preferred Stock and 10,000,000 of common stock in exchange for $210,000 as payment towards outstanding debt, default interest, penalties, professional fees outstanding and due Northstar. In addition, the Company executed a security agreement granting Northstar a lien on all patents, patent applications, trademarks, service marks, copyrights and intellectual property rights of any nature, as well as the results of all clinical trials, know-how for preparing Myoblasts, old and new clinical data, existing approved trials, all right and title to Myoblasts, clinical trial protocols and other property rights.
In addition, the Company granted Northstar a perpetual license on products as described for resale, relicensing and commercialization outside the United States. In connection with the granted license, Northstar shall pay the Company a royalty of up to 8% on revenues generated."
Part of the Brenda Leonhardt lawsuit centers around this very question- is how can Northstar even be "legal" essentially per my read of the legal complaint/lawsuit; as the suit asks how can a tiny, private LLC made up of insiders, have total control over what's supposedly a "public traded" firm and not have conflicts of interest being insiders, breach the BOD and Sr. Mgt "fiduciary" responsibilities, etc (the suit specifically states a fiduciary duty by company officers/insiders to "avoid self dealing" which I find fascinating, personally, given the construct of Northstar LLC again, being a small, essentially private and secretive little "company" yet totally made up it appears or all BHRT insiders or close "friends/associates" of theirs. Very interesting to me- can't wait to see how a court rules on this all)
http://www.businesswire.com/news/home/20150107006044/en/Investors-Sue-Bioheart-Millions-Unpaid-Debt#.VW4hL9KrSt8
http://lawsuitpressrelease.com/wp-content/uploads/2014/12/Leonhardt-v.-Bioheart.pdf
If one reads the suit as filed in the 2nd link - one will see the "validity/legality" of Northstar LLC even existing is being asked to be decided by the court- that's my read on it.
Quote, "how many shares do the institutional lender/traders of the BMAK type already have?"
Well, the 10-K and 10-Q are the place to look. Want to know how many recent dilution shares are now in the hands of hedge fund sellers/dumpers? Just go to the recent 10-Q and 10-K and it's all there and one can even figure out the price they got their shares for, which is the mind blowing part typically will give one an understanding why an Asher or Magna or similar can DUMP/SELL all the way into the .004s' for example and still be making 20% or more on their loaned money - in less than 6 months typically.
Most recent filed 10-Q, PAGE 23/24:
"Subsequent stock issuances
On April 2, 2015, the Company issued 11,508,100 shares of common stock in settlement of $213,904 of accrued payables to Guarantor of the Company’s loan agreement with Bank of America and Seaside Bank. (See Note 5).
In April 2015, the Company sold 540,736 shares of its common stock for net proceeds of $5,000. In connection with the stock sale, the Company issued 540,736 warrants to purchase the Company’s common stock for five years at $0.009247 per share. In In addition, the Company issued 6,869,151 shares of its common stock in settlement for services, provided, 22,053,009 shares of its common stock in settlement of $79,000 of outstanding convertible notes payable, and $2,739 accrued interest, 1,363,031 shares of its common stock in settlement of $12,635.29 related party interest on Northstar debt (see Note 8), 14,917,086 shares of our common stock in exchange of $79,075 draw down on the Magna equity line and on April 9, 2015, the Company issued 413,289 shares of its common stock in settlement as “true up” shares pursuant to the draw down on the equity line."
So lets take JUST APRIL 2015 right there from that paragraph:
BHRT issued out in JUST ONE MONTH, APRIL 2015:
11.5 million + 540K + 6.8 million + 22 MILLION + 1.3 million + 14.9 million + 413K = approx 46 FREAKING MILLION DILUTION SHARES OF COMMON STOCK IN JUST ONE MONTH, APRIL !!
Getting the picture?
Now, lets to the math on just ONE CHUNK of those shares and see what the recipient paid for their shares:
22 MILLION shares it says were issued to some hedge lender (Asher, Daniel James, KBM Worldwide, whoever- but one of those firms): 22 MILLION shares it says for settlement of $79K + $2,739 of accrued interest on said "note"- so what does that equal?
$79K + $2,739 = $81,739 / 22 MILLION shares = .00371 per share
Yep, 22 MILLION shares were doled out at .00371
Wanna know who's likely dumping at .005 say? Well, if those 22 million shares can be unloaded in the .0045 to .005 range, that lender is making 30% or 40% on their money- which they probably only loaned out 6 months ago. That's an annualized rate of return of 60% to 80% on their money- essentially "risk free".
And remember- they don't just sell all 22 million in one chunk. It's actually to their advantage to sell down in chunks and "convert" more debt they may be holding to GET EVEN MORE SHARES at a LOWER PRICE, wash, rinse, repeat, aka the "DEATH SPIRAL".
That's one, one example- the 10-Q and 10-K are loaded with shares being issued like that, some as low as close to .003 per share. And as stated- Asher and others still hold debt, so their incentive is to convert in "down legs" or "down tranches" so they GET MORE SHARES as it's driven lower by their very act of converting and then selling those shares into the free trading market.
So how many shares are hedge lenders "holding"? Well in JUST APRIL two "lenders" (one being un-named and one being Magna) got:
22,053,009 to lender #1 + 14,917,086 to Magna = 36,970,085 MILLION SHARES, IN ONE MONTH. Yep. ONE MONTH and almost 37 MILLION shares went to "hedge" lenders.
That's it in a "nut shell"- again, all explained in many sites about "toxic" or "death spiral" financing.
http://en.wikipedia.org/wiki/Death_spiral_financing
http://www.sec.gov/answers/convertibles.htm
http://www.bloomberg.com/news/articles/2015-03-12/josh-sason-made-millions-from-penny-stock-financing
Looks like dilution MM's running a CRUSHER AGAIN, .004's:
Thought the Bid looked very weak and thin this AM- now BMAK has slid down the Ask to set the "capping block" of 10K shares at .005
0.0049 / 0.005 (1208000 x 10000)
Will have to see if BMAK and CDEL pull an end of the day "paint the tape" like they've done a few times recently and walk this right back to flat into the close- but the simple fact it's now routinely trading in the .004's and sub 1/2 CENT, IMO that means this is the new "base" range for this stock now. Any selling from here, a down-leg of dilution and it will only go lower than the 1/2 CENT range or so IMO.
Everything shifted to the Bid, but only at a lower price. These MM's do not appear to want to pay more than .0045 to .0049 if someone wants to sell more than a few $100 bucks worth. It's like the price-to-play; the dilution MM's now set it daily. Wanna sell- then these MM's set the Bid price and won't make liquidity unless the price comes down to their desired level. That makes the shares highly ill-liquid, hard to sell if one holds more than say $500 bucks worth IMO.
I don't see a single indication of any "promotion" or future run or "investment or whatever on this thing? What would possibly be the catalyst for it? I see massive, massive continued share dilution at massive discounts to market- and IMO that will drive this continually down at an ever accelerating pace. The SEC and others don't call it a "death spiral" for no reason (the endless use of toxic, floorless convertible debt and its common end consequences)
Watch this Bloomberg investigative financial journalism piece on who Magna is and what their reputation is- read some of the quotes from other cash desperate penny stock CEO's who decided to get in bed with Magna and take their money using the exact same kind of convertible loan products that BHRT inked with Magna end of 2014 (two Magna deals done between BHRT and Magna, end of 2014) and now qty-5 more toxic, floorless debt deals with convertible debt hedge lenders in just 2015 (see 10-K and 10-Q) 3 deals in just Jan/Feb of 2015 and 2 more as recent as April 2015 (Vis Vires group, Daniel James, Fourth Man, KBM Worldwide, etc)- all coming due through summer/fall 2015 and to early 2016.
http://www.bloomberg.com/news/articles/2015-03-12/josh-sason-made-millions-from-penny-stock-financing
87 MILLION shares approx of pure, raw dilution in the first 5 months of 2015 alone, and steep discounts on the bulk of those shares- some doled out in the .0035 or so range if one does the math (see "subsequent shares issued" shares issued sections of the last 10-K and 10-Q, it's all there)
I don't see anything overcoming that massive dilution and the fact those shares are being issued out at 45% to 47% discount to market typically- and that's just to the hedge lenders, let alone all the other shares BHRT deals out for things like paying common bills and whatnot as they're near cash broke at any given time- finishing 2014 for example with a grand total of $79K left to their name, against just accounts payable of about $2 MILLION due in the short term, and $11 million in total obligations.
This is just a classic death spiral, convertible debt play, playing out in real time IMO- it would take a mega-monumental catalyst to overcome the down pressure, daily selling piling on the Ask/sell now on the common shares IMO. And I don't personally see where that would possibly come from at this point?
I stated prior- I expect the next big "down tranche", dilution leg-down to take this into a new, all, all time low in the .003's range, as it already touched .004 twice now on very high volumes, just recently.
My .0049 cents or so worth
http://www.sec.gov/answers/convertibles.htm
http://en.wikipedia.org/wiki/Death_spiral_financing
BID is WEAK again- about $300 bucks left and it's .004's below that
Only about 60K shares left showing in the .005's and then it's ETRF (E-trade) with a 1 MILLION share block at .0046 parked on the Bid. That 1 million or so block in the .004's has been there for a few days now, parked and waiting. At some point- I gotta believe the dilution MM's are gonna take it down and take that block out, seems to me.
0.0054 / 0.0057 (33200 x 100000)
3 to 1 to the Ask/sell side and BMAK and CDEL still have the "brackets" on it- like they want it right about .005 looks like to me.
If any moderate sized sell block were to appear though- it appears those MM's would sink the Bid to the .004's very rapidly as it's paper thin with about $300 bucks left showing on it in the .005's
I think this sits range-bound right about a 1/2 CENTS stock until these dilution MM's and convetible debt hedge boys take it down the next tranche/level which I believe is going to hit the .003's next go around. Two times it went to .004 on very high volumes and if one looks at the detailed charts the other post put up today- it can be seen it's a clear, continual descending slide of ever lower highs and then lower lows in a "channel" essentially- as each sell/dump of dilution occurs in the stair-step pattern so typical of these dilution lenders (from what I've read and researched many places- they sell down in "steps" with each dilution cycle, it's explained in the graphic on the right column of this excellent Bloomberg financial piece)
http://www.bloomberg.com/news/articles/2015-03-12/josh-sason-made-millions-from-penny-stock-financing
It appears to be going nowhere still- "bracketed" daily by BMAK and CDEL and just waiting it seems to me for the next big sell/dump block of dilution shares to be unloaded. When, who knows? Next day, next week, a few weeks- but given the number of toxic convertible debt deals all coming due one after another and then Magna being continually tapped (see last 10-Q and 10-K filings and number of times Magna was used for "draw-downs" already and how many 10's of MILLIONS of dilution shares it cost already)- it just seems inevitable IMO that a down-leg is in the on-deck circle, probably sooner than later I'd guess.
Quote LOL, "OCAT recharging focus. New patent/cultivating/contributing. Persistent/perspective. coolcucumbers"
Yeah, well they better "recharge" the ole bank account pretty darn quick or the insolvency-cumbers be coming a knocking.
They're RED ZONE low on cash. Surviving at best- NOT progressing or thriving.
Being down to one's last "draw" on low grade Lincoln dilution credit card funds- is hardly a raving success story. Especially coming smack off the end of the greatest bull market and "easy" money times this planet has probably ever seen and may never see again, at least not for a generation or more.
He didn't "give up a higher salary"??
He's being paid as much, if not more now at OCAT. The base "salary" especially- is a near one to one match.
Also, the company he jumped ship from, is trading for what, like $2 bucks or something now? For all one knows he was on his way out anyway?
No one knows why he left that company- in the "big leagues", they often just "suggest" you move along before they make major changes. He may of been out shopping a new gig for any number of reasons, but a pay cut wasn't part of it.
He's getting paid at least the same if not better (when perks start kicking in) at OCAT.
LOL quote, "Shareholders frustration is understood. However the blame is not the CEO but clearly the molasses-slow character of the regulatory agencies like the FDA especially. A key immensely important Protocol date is delayed. "
Oooh, it's all the FDA's fault !! Well that explains it?
The company is nearly CASH BROKE, has a failed very expensive secondary offering and lives off of low grade, continuous trickles of Lincoln "credit card" cash to pay fat salaries and cash bonuses to a tiny hand full of "C" level execs and that's all been caused by the FDA????? What?
So when/if the FDA "does their thing" and stops causing all this to happen to the poor little company- WHAT IS OCAT GOING TO USE FOR CASH? It's the FDA that's made them CASH POOR TOO? The FDA sank their secondary offering too? Really?
Fascinating? I personally never knew it was all the FDA's fault this whole time- that a 99% loss to the common shares since going public, and 1/3 of a $BILLION in sunk capital and SEC violations and failure to execute on plans and timelines for years and years and now once again recently and all the rest -this whole time, it's ALL BEEN THAT PESKY OLE FDA?
Amazing. Pretty much explains it all for me personally, LOL !
LOL quote, "Slide 4 is clear in that Milestone Europe Protocol agreement has been reached with the EMA for the Pivotal P2B SMD. Meetings on going with the FDA to get their agreement on a USA Protocol. It is expected that 1st patient will be treated in 3Q2015 which starts with Jul 2015. IMO very good as all was waiting for EMA and FDA."
Yeah, great. Right on. All EXCEPT that pesky slide 33 or whatever it was- that shows they're BASICALLY BROKE, CASH BROKE. Like a few months worth of CASH LEFT.
What part of the NO CASH LEFT is going to fund the supposed big ole Phase II trial, FDA or Euro EMA whatever "protocol"??? All the protocols in the world- and no CASH, makes no difference.
The $62 MILLION secondary failed- that's the kind of coin it's going to take to run a large Phase II, even to get it seriously underway, let alone run it to completion (they're burning about $28 MILLION a yr- and that's w/o ONE IOTA of clinical trial spending/huge expenses).
So where does the pesky little THEY HAVE NO MONEY part fit into it's all "looking good"??? Not seeing it personally? Also, they said they were going to be rocking and rolling on at least ONE if not TWO of these trials by end of freaking 2014, now they've pushed it all the way out to July 2015 at best- and I'd doubt that marker will even be hit on-time. They're gonna be another yr late and behind schedule at this pace. Which means what, maybe 2021 at best for a "chance" to even know if this is a bust or a go or a maybe?
NOTHING is "looking good" here IMO- it's all looking like a repeat of a bad movie from the Gary Rabin OTC good ole days, aka ACTC, aka the pink sheets of penny-ville days.
LOL quote, "Financing is imminent IMO. millions being settled at $0.04 a share. The Leonhardt press release indicating Jason Taylor and Marino have also settled for shares. I read that several investors believe the stock price was devalued by Collins and his business parter in hopes of a settlement at artificial low for better conversion but thus devaluation since Jan can also be blamed on Magna IMO. I have averaged down on my shares"
1) "read" WHERE that Marino and Taylor have settled for shares? WHERE is this to be "read"??
2) Financing is "imminent" LOL !! BRHT is living off of Manga and did quantity FIVE, FIVE totally toxic, 100% floorless convertible debt deals in just Jan/Feb and as recent as April of 2015- THAT IS THEIR "financing" and what's crushed their share price to the sub 1/2 CENT range IMO. TWO deals inked with Magna end of 2014. WHO is going to "finance" this company now- they're loaded to the gills with toxic debt? Reading the Manga "credit line" prospectus- I'm not even sure if anyone else can even step in to "first position" as a financier of this company at this point now anyways- Magna has that contract sewed up so air tight, it wouldn't leak in a vacuum chamber IMO. That thing is pages and pages of legaleze- Magna is no bush league player when it comes to the toxic debt lending biz, the dude Sason makes his stuff air tight IMO.
http://www.bloomberg.com/news/articles/2015-03-12/josh-sason-made-millions-from-penny-stock-financing
That's the Bloomberg finance piece (one of the most respected and well recognized financial journalism sources in the world) - that is THEIR TAKE on who Magna is and who Sason is. You can see Sason's personal signature right next to the Bioheart's CEO signature on the TWO financing deals they inked end of 2014. One is a 24 month deal- the 2 yrs, $3 million "credit line" facility- the other was a classic, toxic dilutive "note" deal. I don't see who or what firm or whatever is gonna step in here now and "finance" Bioheart- based on what and why? Why would they get in the middle of this toxic debt riddled mess now? Makes ZERO sense IMO? (Vis Vires group, KBM Worldwide, Fourth Man, Asher, Daniel James- ALL holding recent toxic, floorless convertible debt deals on Bioheart as of RIGHT NOW)- who or what firm wants to step into the middle of that? And why given the shares are trading for .005 with a recent all, all, all time low of .004 per share? What sense would that make? These shares can get buried on any given day by these toxic note holders and Magna- so why is some other "financier" supposedly gonna want to buy in here now? They didn't touch it at 3 cents a share, not at 2 cents a share, not at 1 cent a share- but NOW,NOW someone is going to "finance" them when they're loaded with debt and barley holding a $4 million market cap, barley $3 million when the shares hit .004 recently?
WHAT "Leonhardt press release" was there about Jason Taylor and Marino or whatever?? Where is that?
What supposed "investors" believe the stock price was supposedly "devalued by Collins" or whatever? WHO? What's there names and where's their public statements supposedly? Pure NONSENSE IMO. Total NONSENSE?
The shares are being "devalued" by massive, massive dilution and endless use of toxic, floorless, convertible debt IMO- and NOTHING ELSE. This is CLASSIC Magna, just read up on um and watch the Bloomberg piece above. "Collins" blah, blah, blah.
THIS is the latest filed SEC infor from BHRT- 50 MILLION plus dilution shares in less than a few months, 87 MILLION since the 10-K to the last 10-Q, staggering dilution and ZERO to do with "collins" nonsense.
This was from when the 10-Q was released (most recent):
"10-Q, first glance- LARGER LOSS FROM OPERATIONS, only $79K total cash left on-hand and 10's and 10's of MILLIONS more common dilution shares issued and also more toxic, convertible debt deals done in just early April. Those are the first "highlights" - will read cover to cover later when I get the time.
Here's some key pages IMO at first 5 minute glance:
PAGE 1:
As of May 05, 2015, there were 734,759,150 outstanding shares of the Registrant’s common stock, par value $0.001 per share.
HOLY FREAKING COW. I was guessing "maybe" 700 MILLION shares- but WOW !! They blew through the 700 MILLION mark and it looks like are just keeping on trucking on that share dilution? Wow, that's a lot of dilution IMO !
Last filed 10-K, PAGE 1:
"The number of shares outstanding of the registrant’s Common Stock, $0.001 par value, as of March 16th, 2015 was 647,653,526."
So that's 734,759,150 - 647,653,526 = 87,105,624 MILLION shares of pure dilution from March 16th to May 5th, in less than 2 months. WOW !
PAGE 5 (condensed statement of operations)
Net loss from operations: (807,646)
NET (LOSS) INCOME: $(1,048,217)
That net loss from operations is up about $200K from the same period/qtr over qtr from 2014. Losses are getting larger, not smaller. And that's w/o any debt being paid down this quarter- the debt actually grew a bit if anything.
They LOST BASICALLY a FREAKING $MILLION for the qtr, despite the ole "revenue" thingy. WOW ! LARGER LOSSES than prior quarters. That would put um on track for an annual loss of around $4 MILLION at this rate.
Marketing, general and ADMIN costs continued to rise- getting bigger again.
Marketing, general and administrative: $998,133
(that's about a $150K increase over same period 2014, again, their rising costs are continually far outstripping any revenues after cost of sales is subtracted out it appears)
PAGE 11:
"NOTE 2 — GOING CONCERN MATTERS
The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying unaudited condensed financial statements, during three months ended March 31, 2015, the Company incurred an operating loss of $1,048,217 and used $384,251 in cash for operating activities. As of March 31, 2015, the Company had a working capital deficit (current liabilities in excess of current assets) of approximately $11.0 million. These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time."
PAGE 23/24"
On April 2, 2015, the Company issued 11,508,100 shares of common stock in settlement of $213,904 of accrued payables to Guarantor of the Company’s loan agreement with Bank of America and Seaside Bank. (See Note 5).
In April 2015, the Company sold 540,736 shares of its common stock for net proceeds of $5,000. In connection with the stock sale, the Company issued 540,736 warrants to purchase the Company’s common stock for five years at $0.009247 per share. In In addition, the Company issued 6,869,151 shares of its common stock in settlement for services, provided, 22,053,009 shares of its common stock in settlement of $79,000 of outstanding convertible notes payable, and $2,739 accrued interest, 1,363,031 shares of its common stock in settlement of $12,635.29 related party interest on Northstar debt (see Note 8), 14,917,086 shares of our common stock in exchange of $79,075 draw down on the Magna equity line and on April 9, 2015, the Company issued 413,289 shares of its common stock in settlement as “true up” shares pursuant to the draw down on the equity line."
So that's about 11.5 MILLION + 500K + 6.8 MILLION + 22 MILLION + 1.3 MILLION + 14.9 MILLION + 400K = approx 57,400,000 DILUTION shares issued in JUST APRIL of 2015 !!! 57 FREAKING MILLION SHARES OF DILUTION issued in a period of about ONE MONTH, holy freaking cow !! The dilution share issuing machine seems well oiled and to be chugging right along, LOL, wow !
PAGE 24 (more toxic debt deals for cash, in addition to tapping the Magna line in the paragraph above for $79K costing um 15 MILLION plus shares)
"Subsequent financing
On April 13, 2015, the Company entered into a Securities Purchase Agreement with Vis Vires Group, Inc. (“Vis”), for the sale of an 8% convertible note in the principal amount of $33,000 (the “Note”).
The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on January 16, 2016. The Note is convertible into common stock, at Vis’s option, at a 45% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the Note in full, the Company is required to pay off all principal, interest and any other amounts owed multiplied by (i) 140% if prepaid during the period commencing on the closing date through 179 days thereafter. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment.
On April 27, 2015, the Company entered into a Securities Purchase Agreement with Daniel James Management, Inc., for the sale of an 9.5% convertible note in the principal amount of $25,000 (the “Note”).
The Note bears interest at the rate of 9.5% per annum. All interest and principal must be repaid on April 26, 2016. The Note is convertible into common stock, at Asher’s option, at a 47% discount to the lowest daily closing trading price of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the Note in full, the Company is required to pay off all principal at 150%, interest and any other amounts."
PAGE 33:
"At March 31, 2015, we had cash and cash equivalents totaling $70,974. However our working capital deficit as of such date was approximately $11 million. Our independent registered public accounting firm has issued its report dated March 16, 2015 in connection with the audit of our financial statements as of December 31, 2014 that included an explanatory paragraph describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern and Note 2 of our unaudited financial statement for the quarter ended March 31, 2015 addresses the issue of our ability to continue as a going concern."
(Note, the accounts payable alone exceed $2 MILLION again, against just $79K cash left on-hand. See "accounts payable" entry PAGE 4)
That's the quick glance version- the dilution continues to be staggering IMO, the losses are increasing if anything, not decreasing and they are near cash broke again w/ about $79K total against accounts payable of over $2 million and total obligations of now $11 million. So "revenues" don't appear to have made any difference. They tapped MAGNA costing um over 15 MILLION shares for $79K of cash AND still did qty-2 more toxic, floorless, convertible debt deals just recently (Daniel James again and Vis Vires again)- in April. "
"Collins" has noting to do with this company? All the past Greystone "notes" are done and over with per the last filed 10-K. WHAT does "Collins" supposedly even have to do with this company as of right now besides the Brenda Leonhardt lawsuit as her assignee?
Again, what supposed "investors said" what and when and where? Where's the public quotes and sources? Makes ZERO sense to me? NONE? Who is going to step in and "finance" this company here and now and why? They're already being financed by Magna and at least qty-5 other hedge fund, toxic note, floorless convertible deals as of just 2015.
I've never seen Leonhardt listed as a part "owner" of Northstar Biotech LLC in any SEC filing or with the secretary of state documents for the LLC or anywhere else I'm aware of?
LAST FILED SEC 10-K (most recent) PAGE 71: (list a table of share ownership and it lists Murphy, Ahn, Hart and some "others"- but I've never, ever seen Leonhardt's name listed anywhere ?)
That shows the share ownership of Northstar LLC relative to total insider shares owned. No "Leonhardt" mentioned there.
This is the links to the Florida Secretary of State filings for the LLC- showing that recently (showing pretty much when the Brenda Leonhardt lawsuit was filed interestingly IMO, that Chuck Hart, of the BHRT BOD he relinquished the LLC "manager" title or whatever it was and handed it to a guy named "Greg Knutson" who lives in the same area of rural MN as Hart, and who is stated via a google search as owning a "construction biz"- so I'd have to assume he's one of the mystery owners of Northstar LLC, or why else would HArt and the others hand over the "keys to the car" and all the voting power rights for 20 MILLION preferred shares of stock, each carrying 25 common voting power or 500 MILLION common controlling share votes?)
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=NORTHSTARBIOTECHGROUP%20L120000248400&aggregateId=flal-l12000024840-bd33dc0c-23e3-4df8-9590-ecf4bbbe3d0d&searchTerm=northstar%20biotech&listNameOrder=NORTHSTARBIOTECHGROUP%20L120000248400
That is THEE Florida Secretary of State biz registration site- and you'll notice that Northstar made fairly recent changes to who the "Manager" of the LLC is:
Title Manager
Knutson, Gregory
14855 Aberdeen St NE
Ham Lake, MN 55304
It was always CHUCK HART of the Bioheart BOD prior to that- why they changed it, who knows?
Here is what comes up in a simple Google search about "Gregory Knutson" of Ham Lake, MN:
https://plus.google.com/102108472878749848383/about?gl=us&hl=en
http://www.manta.com/c/mm5r8vl/g-e-knutson-construction
Says he's a "concrete contractor" - what he has to do with owning or controlling all the voting power over Bioheart via the Northstar 500 MILLION controlling votes, is beyond me?
Read this SEC filing- it says right on it that GREG KNUTSON as "Northstar LLC Manager" HOLDS ALL VOTING RIGHTS to the 20 MILLION preferred shares of Bioheart, each of which carries 25 to 1 votes of common shares. RIGHT ON THE SEC FILING:
http://www.sec.gov/Archives/edgar/data/1388319/000114544315000538/d32305.htm
QUOTE from line items off that SEC filed Form 13G:
"(1) Names of reporting persons: Northstar Biotech Group, LLC"
"(8) Shared dispositive power: 53,731,613 capital shares (33,731,613 shares of common and 20,000,000 preferred (each share of preferred stock has voting power equal to twenty-five common shares)"
"(1) Greg Knutson, Chairman of Board of Managers, is deemed to have voting and dispositive power"
Again, NOWHERE that I'm aware of have I ever seen "Leonhardt" listed as a member, controlling "manger" or anything else related to Northstar Biotech, LLC?? Could he be some "mystery" member like this "Knutson" guy appears to be- I guess it's possible.
But Leonhardt seemed to have converted most of his prior loans/debt owed to common shares from past SEC filings as far as I'm aware? That's part of the Brenda/Howard divorce stuff in past SEC filings- it shows Howard Leonhardt taking common shares for monies he was owed? Again, there could be more he's been owed I guess that gave him a stake in Northstar LLC but I've never read it or seen it in any filing?
http://www.sec.gov/Archives/edgar/data/1388319/000114544310001842/d27040.htm
That's the 10-K filing for yr 2009, (filed in 2010) PAGE 17:
"In February 2010 the Company’s Chief Science and Technology Officer and his spouse filed divorce papers. Pursuant to the divorce, their jointly owned shares and their ownership of the loan to Bioheart which they hold as a result of their payment of $3 million of principal and related interest to Bank of America on behalf of Bioheart, would be divided equally between them. As a result, the Chief Science and Technology Officer’s common shares were then reduced to 2,513,840 and his percentage shareholding of the Company to 13.8%, with his former spouse assuming ownership of the same number of common shares and percentage shareholding of the Company. Their commonly owned loan and related interest, as of March 29, 2010, $4,140,201, was been equally split. The Chief Science and Technology Officer on March 29, 2010, elected to convert his portion of the loan and related interest to
restricted common stock and warrants. As a result, Howard Leonhardt, the Company’s Chief Science and Technology Officer, as of March 31, 2010, owns approximately 22 % of the Company."
It would seem to me- that if Leonhardt still held 22% or anywhere near that amount of the company (which I don't believe he does, not even 5 or 10% given the massive, massive share dilution that's occurred since early 2010) -that he'd be required to file with the SEC as a majority or insider shareholder, no? It seems to me he's not holding much of the company anymore, if at all- and whether or not he's part of Northstar LLC "mystery" owners, I don't think has ever been stated in any public filing or disclosure I'm aware of?
OCAT CASH LEVELS PRECARIOUSLY LOW from presentation, like LOW:
Slide 33 I believe it is from the "presentation" given by the OCAT CEO today- shows their semi-current cash and their "current" cash draw-down capability as related to the Lincoln dilution funding line, which per their own recent SEC filing statement is their ONLY source of cash at this point in time:
Slide 33 states:
1) Cash on-hand as of March 31st 2015 "was" as that's very past tense now- WAS only $3.5 million. It's now 2 months later beginning June of 2015. Given their cash-burn rate of about $2 MILLION per month per the $7 million loss booked for a single qtr on their last filed 10-Q, that means they'd of already exhausted that cash-on-hand and their bank account would be empty.
2) The same slide says that they are (present tense) down to $8 million lousy bucks left on the Lincoln, prior $30 million dilution "credit card" type facility.
Thus, they'd have needed to draw on that to replenish their bank account already - meaning they're now down to what, maybe $4 million or about 2 or 3 months worth of cash left? WOW !! Holy cow. Talk about cutting it to the fine wire line? AND, that's all w/o funding DIME ONE of any large, FDA quality phase II trial. Just burning up day to day overhead and "C" level bloat and paying the bills- that's all that's occurred. NO trial advanced, let alone, funded in any major way. Not looking good here IMO. They're in a major CASH SQUEEZE- worse than late 2014 when they tried to pitch the failed secondary offering IMO.
Most recent filed 10-K, PAGE 16:
"
Other than our arrangement with Lincoln Park, we have no sources of debt or equity capital committed for funding. Recent attempts to raise capital in the public equity markets have proven unsuccessful, and we can provide no assurance that we will be successful in any future funding effort. The timing and degree of any future capital requirements will depend on many factors, including:
If I had to describe this presentation today- the slides as I read um, I'd say SAME OLD, SAME OLD and NOTHING NEW and only MORE CASH DESPERATE if anything while missing major milestones, PROMISED milestones that are huge misses now in my book.
Looks like the old ACTC to me, IMO. I really don't see a single things that's really changed at this point? Nothing? Cash poor and treading water- that's about it as far as I can see?
WHAT does "Leonhardt ventures" have to do with Bioheart?
He left the company what, like over 5 YEARS AGO NOW? Tomas took over in mid 2010 when the shares O/S were about 30 MILLION tops maybe (well over 720 MILLION shares O/S today, massive dilution) and the share price was about .50 CENTS a share and is 1/2 CENT today- and Leonhardt was GONE at that point, no?
http://www.prnewswire.com/news-releases/bioheart-announces-mike-tomas-appointed-ceo-97013034.html
So what does Leonhardt have to do with anything remotely connected to Bioheart now? What? He's a FORMER CEO and FORMER member of the company- his "ventures" blah, blah doesn't involve BHRT? WHERE is that stated in any recent Bioheart SEC filing where the new "big plan" thingy was all unveiled and whatnot? Did the words "LEONHARDT VENTURES" appear anywhere in the latest BHRT SEC filed 10-Q or 10-K???
ZERO relationship that I can see? None IMO.
Quote LOL, "This issue is a "Smoke Screen" created by manipulators -IMO"
Ah, the ole "manipulators", got it?
TOTALLY agree though- the ole "smoke screen" if there is one, IMO is the MYTH that the CEO and CSO are somehow working for "free" supposedly and not collecting their very large base salaries. CASH BONUSES get delayed to earn interest- but do get paid eventually as the SEC filings show clearly IMO. There is NO indication anywhere in the SEC filed compensation table that states the base salaries are not being paid- and also, the company's single largest expense line entry is "sales/marketing, general and ADMIN" which is made up to a great degree of SALARIES. How many "employees" to they have besides the TWO? Maybe one or two others, often one of those being a "part timer" (SEE SEC FILINGS) so WHERE DOES THAT SALARY MONEY GO, if not to the TWO? WHERE?
Not a SINGLE NOTATION on that chart in the duly filed SEC document indicating the BASE SALARIES (not the CASH BONUSES) are "deferred" or NOT BEING PAID in any way? WHERE? WHERE IS THAT STATED? CEO gets a base "salary" of $766K annual and CSO gets a base "salary" of $371K annual- right there on that compensation table. NO NOTES or statements saying those amounts are not being paid out? WHERE? Where is that stated?
MOST RECENT FILED 10-Q, PAGE 30:
"Marketing, General and Administrative
Our marketing, general and administrative costs were $998,133 for the period ended March 31, 2015 compared to $ 833,329 for the period ended March 31, 2014, an increase of $164,804. The increase in costs primarily due to increases in salaries from $112,500 for the three months ended March 31, 2014 to $177,376 for the current period, an increase of $64,876, and our legal and consulting fees increased by $51,895 and $45,880, respectively, due to additional services provided.
Our marketing, general and administrative expenses primarily consist of the costs associated with our general management and product and service marketing programs, including, but not limited to, salaries and related expenses for executive, administrative and marketing personnel, rent, insurance, legal and accounting fees, consulting fees, travel and entertainment expenses, conference costs and other clinical marketing and trade program expenses."
$988,133 / 3 = $311,000 PER MONTH being spent on general/Admin for all intents and purposes. And their lease/rent is what- like $6K a month? What other "big overhead" do they have besides SALARIES? What? BASE SALARIES to two of the maybe 4 total "employees" they have at any given time as stated in the 2014 yr SEC filings?
PRETTY DARN CLEAR TO ME. EXPENSES WENT UP- and a large part was DUE TO SALARIES, it says so right there in PLAIN ENGLISH IMO. No "smoke and mirrors", LOL !!
The ole JV delayed, SHAZAM- what a surprise LOL !!
Why am I not surprised? Oh, and how's the FUNDING to pay for the big ole PHASE II coming along, the PHASE II sitting in the spot labelled PARKED and DELAYED.
It's mid 2015 and what's changed? This is the old ACT IMO, aka the GARY RABIN playbook to the tee all over IMO. Is anything really any different?
Over promise and pretty much don't deliver- but pay the tiny insider's club actual large CASH bonuses and the first order of biz when they took over was to SELF VOTE A LARGE PAY N PERKS booster package, LOL !! Oh yeah, it's "all different" this time. NO, really.
Get PAID LARGE as if you're actually "delivering" and running a highly successful company that produces results and an ROI to shareholders and what not, when in fact you're not as a Sr. Mgt team- and use endless common share dilution to pay for it. Beautiful gig if one can get it. Wonderful.
elysse, no doubt IMO-
Of course the SEC filings must cover their behinds, those are the documents that can get a Sr Mgt team fined or literally "locked up" (Enron, MCI, Tyco, Global Crossing, Lehman just to name a few famous cases- where they got company officers "doing time" now or "did time" in the Federal lock up) if Sr Mgt don't tell the whole truth and nothing but the truth. Thus they MUST tell the "true" financial condition about the company and voice the "reality" based version on things like trials- such as YEARS "if ever" to an approved product/treatment/therapy as that IS THE REALITY.
And no, there's no such thing as a "boiler plate" GOING CONCERN WARNING in a SEC filing as others would try and counter. NO COMPANY ever, ever, ever wants those two words in their SEC filings. It's accounting-speak for financial weakness, potentially ill-liquid, which then can lead to insolvency (money going out faster than the company can keep it coming in to pay bills as they come due, thus meaning a creditor can call "default" triggering what most know as eventually being BK, bankrupt).
The company's own fiduciary bound (legally bound, CPA "licensed" and certified and those accounting firm's treasure those licenses- cause if they lose them for bad business and unprofessional conduct, it's like losing a law license, they're sunk and out of biz at that point)- those firms can not and do not put the terms and warnings GOING CONCERN into a company's SEC filings via some willy-nilly process. It's a big deal to rate a company as being potentially ill-liquid as it highly affects that company's ability to get new loans, they'll end up paying higher interest rates on any borrowed money, they'll likely end up at lenders of last resort like the hedge fund Lincolns of this world, etc
The Sr. Mgt signs off on EVERY SEC filing ever filed and uploaded to the SEC EDGAR database. So the CEO, the BOD etc can protest that CPA firms assessment of the financial condition of the company before they ever sign off on those SEC documents (and the company's legal counsel most certainly always reviews a 10-Q and 10-K and probably all filings too, as does the company Sr financial officer, etc)- and ALL willingly signed off on and agreed with the licensed auditor's assessment that the company presently is a GOING CONCERN RISK.
Search the company filings for any major, successful, listed company- on the Nasdaq or NYSE and almost NONE of them are going to be labeled "GOING CONCERN RISKS", it's a major deal. Not a "boiler plate" blah, blah. Again, it's the last two words any company wants plastered all over their public SEC filings- but as you state, they MUST DO IT or face huge legal implications later if this thing goes bust and they failed to properly state the "real" condition of the company- both financially and their product/therapy likely outcomes, risks, uphill climbs, etc
My $6 bucks and change worth
LOL quote "RPE Therapy Works!!! Verifiably SAFE, 42 Times!!! "
Well, NOT according to the company's own SEC filings and Sr Mgt being quoted "on the record"- THEY never say it "JUST WORKS" (aka MYTH)- they say MORE TESTING NEEDED and LOTS MORE TESTING and LOTS MORE MONEY to "prove" that anything they have supposedly "just works". Now why would the Sr. Mgt being in TOTAL CONTRAST to a myth created out of the thin air, based on pure conjecture? Makes no sense to me?
Here's a few quotes from the company SEC filings and people like Lanza himself, ON THE RECORD saying things like "caution" regarding these EARLY RESULTS FROM "small" and "preliminary" tests and that much MORE TESTING IS NEEDED to "prove" anything (oh, and DUMP TRUCKS FULL OF MORE CASH NEEDED and big, expense FDA quality phase II trial(s) needed, the ones NOT HAPPENING as of mid 2015 now):
Just filed OCAT 10-Q, PAGE 13:
"Our ability to become profitable depends upon our ability to generate revenue. We do not anticipate generating revenues from product sales FOR THE FORESEEABLE FUTURE, IF EVER. "
(What? WHY WOULD THAT BE, if their mythological "therapy" already "works"?? Why?)
OR,
PAGE 7, SAME SEC filed 10-Q, most recent:
"The Company has NO THERAPEUTIC PRODUCTS CURRENTLY AVAILABLE FOR SALE AND DOES NOT EXPECT TO HAVE ANY THERAPEUTIC PRODUCTS COMMERCIALLY AVAILABLE FOR SALE FOR A PERIOD OF YEARS, IF AT ALL. These factors indicate that the Company’s ability to continue research and development activities is dependent upon the ability of management to obtain additional financing as required."
(WHAT?? HOW CAN THAT BE? That's OCAT'S most recent filed SEC 10-Q?? According to MYTH they have a "therapy", RIGHT NOW, that supposedly "just works" and one can GET, NO???? So why does their 10-Q say just the opposite of the myth? The 10-Q says, "The Company has NO THERAPEUTIC PRODUCTS CURRENTLY AVAILABLE FOR SALE AND DOES NOT EXPECT TO HAVE ANY THERAPEUTIC PRODUCTS COMMERCIALLY AVAILABLE FOR SALE FOR A PERIOD OF YEARS, IF AT ALL." Something's a miss it seems. OCAT says they HAVE NO THERAPIES currently proven "that work" or "are for sale", NONE??? Why would they print that in their SEC filed 10-Q??)
Or, how bout why they're just about OUT OF MONEY when they have these mythological "therapies" that already supposedly "JUST WORK" as supposed unchallenged FACT? What? Why did they put all this other "stuff" then in their most recent SEC filed 10-Q and why did their own Lanza make statement verbatim like the ones below, ones where HE SAYS CAUTION and MORE TESTING NEEDED? When something supposedly AS FACT (which is a myth) plain old supposedly "JUST WORKS" well SHAZAM, then one doesn't say or need all the junk and stuff like below, the FACT BELOW said by the company's own Sr. Mgt and printed and signed in their own duly filed SEC documents- why, why would they say all the FACTS below:
From the highly respected science journal NATURE:
www.nature.com/news/stem-cells-pass-safety-test-in-vision-loss-trial-1.17451
Lanza doesn't say "IT WORKS"??? He says CAUTION and MORE TESTING NEEDED to "prove" anything? He didn't dispute or retract or question the NATURE article? Why? He DOES NOT EVER SAY "it works" - he says MORE TESTING NEEDED, lots more testing and lots more MONEY.
The VERBATIM article, again, from the highly respected science journal, "NATURE"-
"A company that has spent more than 20 years trying to develop treatments based on embryonic stem cells is taking encouragement from small, preliminary tests of the cells in people with progressive vision loss. If the technique continues to impress in larger trials designed to assess its effectiveness, it could become the first therapy derived from embryonic stem cells to reach the market.
A study of four patients, published in Stem Cell Reports on 30 April1, shows that injection of retinal cells derived from stem cells is safe for people with macular degeneration. The report follows similar results from a trial in 18 patients that was published last October2.
Both studies were meant to assess safety only, and neither included a control group. In the latest study, conducted by researchers in Korea and the United States, three participants were able to read 9–19 more letters further on an eye chart a year after treatment — but two of the three also gained some ground in their untreated eyes."
MORE...
"“This bodes well,” says Robert Lanza, chief scientific officer at Ocata Therapeutics in Marlborough, Massachusetts, and an author of the study. “But I think we need to interpret this improvement cautiously until more controlled studies are done.”
The sample size is too small to warrant much excitement, cautions ophthalmologist Tien Yin Wong of the Singapore National Eye Centre. “At this stage it’s hard to say if the visual improvement will be sustained,” he says. “But it’s very promising.”
Lanza speaking to a local MA newspaper-
www.telegram.com/article/20141014/NEWS/310149525&Template=printart
"We treated the last UK patients last month, and they also have not seen any safety issues related to the transplanted tissues themselves, either," Dr. Lanza said.
Advanced Cell now hopes to launch a 100-patient, phase 2 study in Stargardt's patients by the end of the year, according to Dr. Lanza.
A second, smaller phase 2 study in patients with age-related macular degeneration would follow, he said. Any treatment might not be ready for FDA approval until 2020, Dr. Lanza said."
THOSE are the "FACTS" as Lanza has stated um "on the record"- not the other myths that this is a DONE DEAL and SLAM DUNK and already "proven" to work, blah, blah, blah.
That was dated Oct 14, 2014 and the END OF YEAR phase II DID NOT HAPPEN.
Where's the BIG MONEY? Why don't they ever attract any large capital investments- especially any "high quality" money (non dilutive) or at least not cash-for-dilution-shares deals with discounts and all the rest attached to them? Why? Why is that? Why? They live on low grade dilution money and have NO WHERE NEAR the funds to get a large Phase II even started- let alone funded to completion? Why? Why is that?
It took like FIVE YEARS to get a micro sized phase I done. They've yet to even start the large and magnitudes more difficult and magnitudes more expensive Phase II trials (with control arms and placebo blinding)- why? If the phase I took about FIVE YEARS, then how long will these phase II trials take- the one(s) that were supposedly going to be fully funded and rocking and rolling by END OF 2014 and it's now almost half way through 2015 and the trial(s) are in the parking space, going nowhere and the latest Lincoln cash is dwindling down at an alarming rate. Why? Why is that?
www.sec.gov/Archives/edgar/data/1140098/000101968715001797/ocata_10q-033115.htm
Just filed OCAT 10-Q, PAGE 13:
"Our ability to become profitable depends upon our ability to generate revenue. We do not anticipate generating revenues from product sales for the foreseeable future, if ever. "
PAGE 7:
"The Company has no therapeutic products currently available for sale and does not expect to have any therapeutic products commercially available for sale for a period of years, if at all. These factors indicate that the Company’s ability to continue research and development activities is dependent upon the ability of management to obtain additional financing as required."
PAGE 7:
"The accompanying consolidated financial statements have been prepared in conformity with GAAP which contemplate continuation of the Company as a going concern. However, as of March 31, 2015, the Company has an accumulated deficit of $356.2 million, recurring losses from operations, and negative working capital which raise substantial doubt about the ability of the Company to continue as a going concern. The ability to continue as a going concern is dependent upon many factors, including the Company’s ability to raise additional capital in a timely manner. The Company has no expectation of generating any meaningful revenues from our product candidates for a substantial period of time and must rely on raising funds in capital transactions to finance our research and development programs. Our future cash requirements will depend on many factors, including the pace and scope of our research and development programs, the costs involved in filing, prosecuting and enforcing patents, and other costs associated with commercializing our potential products. Accordingly, management’s plans to continue as a going concern contemplate raising additional capital including the prior execution of an agreement for a $30 million equity line in late June 2014, of which approximately $12.5 million remains available as of March 31, 2015. There can be no assurances that management can raise the necessary additional capital on favorable terms or at all. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern."
PAGE 24:
"We cannot assure you that public or private financing or grants will be available on acceptable terms, if at all. Several factors will affect our ability to raise additional funding, including, but not limited to, the volatility of our common stock and the broader public equity market, especially public equities issued by other pre-commercial biotechnology companies, and our ability to raise capital through non-dilutive transactions such as out-licenses. If we are unable to raise additional funds, we will be forced to either scale back our business efforts or curtail our business activities entirely. As of March 31, 2015, the Company has an accumulated deficit of $356.2 million, recurring losses from operations, and negative working capital which raise substantial doubt about the ability of the Company to continue as a going concern.
"
Most recent filed 10-K, PAGE 16:
"
Other than our arrangement with Lincoln Park, we have no sources of debt or equity capital committed for funding. Recent attempts to raise capital in the public equity markets have proven unsuccessful, and we can provide no assurance that we will be successful in any future funding effort. The timing and degree of any future capital requirements will depend on many factors, including:
"
Same 10-K, PAGE 16:
"We will require substantial additional resources to fund our operations and to develop our product candidates. If we cannot find additional capital resources, we will have difficulty in operating as a going concern and growing our business."
Same 10-K, PAGE 16:
"Our independent auditor’s report for the fiscal year ended December 31, 2014 includes an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.
Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited annual financial statements as of and for the year ended December 31, 2014, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Recurring losses from operations raise substantial doubt about our ability to continue as a going concern. If we are unable to continue as a going concern, we might have to liquidate our assets and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our financial statements. In addition, the inclusion of an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern and our lack of cash resources may materially adversely affect our share price and our ability to raise new capital or to enter into critical contractual relations with third parties."
Same 10-K, PAGE 46:
"We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Ocata Therapeutics, Inc. and Subsidiary as of December 31, 2014, and the related consolidated statements of operations, stockholders' deficit, and cash flows for the year then ended and our report dated March 16, 2015 expressed an unqualified opinion thereon and included an emphasis of a matter paragraph relating to an uncertainty as to the Company’s ability to continue as a going concern.
/s/ BDO USA, LLP
Boston, Massachusetts
March 16, 2015"
"
Boy, for a company with a mythological "therapy" that's PROVEN AS FACT to "just WORK" supposedly, they sure do like to plaster the GOING CONCERN WARNINGS all throughout their own SEC filings (GOING CONCERN is business speak for becoming "ill-liquid" which then leads to greatly cutting costs/spending or filing for BK)
But the myth is, that it all supposedly "JUST WORKS"??? LOL ! That OCAT is on some supposed "fast track"?? MYTH and conjecture and nothing more. The company's own SEC filings and public statement are in 100% contrast to "it just works". OCAT is fast running out of cash because NOTHING "just works" so far- and that's the reality. They're down to MONTHS worth of cash left to fund their operation and just booked another massive quarterly loss in their most recent SEC filed 10-Q and the common shares are being continually diluted and sitting near a 52 week low- in a still raging bull market.
All stacked to the Ask/sell side again this AM likely going NOWHERE still, looks like IMO:
0.0055 / 0.0058 (50000 x 339000)
Opens on 35K shares @ .0058 = $203 bucks worth (big one, eh !)
That's 6 to 1 to the Ask/sell side and BMAK is running their now typical daily "cap block" w/ 10K shares parked hard at .006 same as Friday and CDEL is bracketing on the other side on the Bid (the ole dilution MM tag team from my past observations of nearly all of 2015 now, ever since the Magna deals were inked and went live)
So it looks like the dilution MM's (mainly BMAK and CDEL IMO) still want/need to unload right in the .005 to .0055 area, that appears to be where they want it locked for now until probably they run the next big down tranche, down-leg IMO (guess is to the .003's for the next round, whenever that hits/occurs via IMO, either a Magna "draw request" being made by BHRT or a conversion of one of the many, many outstanding convertible debt deals coming due soon- see any recent 10-K or 10-Q filing)
So it appears it's range locked right about where it was end of last week- and the MM's aren't willing to pay much more than .005 if anyone wants to sell more than a few $100 bucks worth and the dilution MM's will rapidly drop the Bid to the .004's of more than maybe $500 bucks worth comes up for sale- as that's where the bulk of the all the Bid is showing right now.
So it's sort of the typical wide-spread, lower volume, slow-trade mode that's been very typical since start of 2015 approx. The pattern that seems to occur between each big dilution down-leg sell-n-dump by the dilution share holder/hedge funds houses IMO.
My .0055 or so cents worth for Monday's opening glance
Quote LOL, "From/Bogeyfree: More Bullets in Their Gun this Time!
OK so it looks like Ocata is going to try its hand at another round of funding starting tomorrow with the Jefferies Conference and continuing into the Cantor Fitzgerald Conference in July. "
So the latest myth from that particular "blog/site" that I personally find puts out more wrong info and more wrong "predictions" than probably any other single source I'm aware of-
The MYTH and conjecture is that because OCAT Mgt is attending a very common, very typical "conference" that supposedly this means a bunch of "stuff" is supposedly happening (as in predicting the future), including some "big funding" or a secondary offering again or whatever?
Well, OCAT has been to how many "conferences" in 2015 already and what has come out of those- besides a big ole GOOSE EGG pretty much nothing? But this one is supposedly different because of a bunch of "imagined stuff" put in to list form based on pure conjecture and pulled from the thin air?
Again, personally- I never put any "salt" or "credence" off anything stated on that particular "blog" source. I find them wrong probably 99% of the time- or more maybe IMO. I can't think of any "predictions" they've ever gotten correct that originated from that particular site/source, none.
Quote LOL, "PW: If We Replicate The_Data_In The Lancet... "
Sure: "if" and "might" and "maybe" and "could possibly" and "what if" blah, blah, blah. ACT/OCAT ONLY as 20 years of "talk" just_like that. 20 freaking_years of it, and 1/3 of a $BILLION dollars up_in smoke and a 99% total_loss to their common_shares_since they began trading public in 2005.
So it sounds_good maybe, All_except one has_to_actually FUND and RUN a Phase II trial(s) to_even know the_what_if maybe, might, could possibly_answer. Oh_and_actually FUND THE TRIALS, which_so_far OCAT has NOT_DONE, LOL.
Just_a_tad bit few steps (like about 500 important_steps) missing in that little_fantasy scenario.
Quote LOL, "With major events ahead, OCAT moving up to a higher level experience and not look backwards is ok with me."
Well the COMMON SHARES seem to be going DOWN and BACKWARD trading BELOW where they did on the OTC penny stinker market, LOL !!
What exact "major events" blah, blah are supposedly ahead?
It's MID 2015 and the big ole phase II is un-funded, it's in the spot marked PARKED and has gone nowhere fast??
The company is surviving as a GOING CONCERN per their own latest filed SEC 10-Q while merely paying the large salaries to the "C" level bloat, the company's large overhead expenses, very little R&D spending and not much else that I can see? All while living off of low grade Lincoln trickle-in money done via discounted common share continual dilution using the "credit-card" style low grade financing.
They have a failed secondary under their belt and not much cash left- like a few month's worth at best.
What exactly is all this "major events ahead" and "higher" blah, blah stuff? I sure don't see it? Makes zero sense to me?
Ah, it says for TERMINALLY ILL PATIENTS, LOL !!
The ole "right to try" doesn't exactly apply to an "eye" problem it appears- unless it's about to kill the patient in short order?
I see ZERO connection beteen the "right to try" blah, blah and OCATS desperation situation? None IMO.
http://blog.tenthamendmentcenter.com/2015/05/to-the-governors-desk-texas-right-to-try-act-would-nullify-in-practice-some-fda-restrictions-on-terminal-patients/
QUOTE:
"A bill that would nullify in practice some Food and Drug Administration (FDA) rules that prevent terminally-ill patients from accessing treatments was given final approval by the state House and Senate over the weekend. "
Not too many folks with "loss of vision" that are TERMINAL FROM IT as far as I'm aware? So what does this have to do with anything related to what OCAT is working on (for the past 20 yrs with little progress by the way, and over 1/3 of a $BILLION in sunk capital)??? Didn't the newly named "OCAT" just spend a bunch of bucks and effort to specifically re-brand that they are an "EYE COMPANY" and all?
ZERO connection to this legislation IMO, none.
1) The debt of $1.5 million labeled "subordinated debt, related party" is to BRENDA LEONHARDT, LOL !! The company is presently being SUED FOR IT. NOTHING to do with supposed "deferred BASE SALARIES"?? "deferred SALARIES" would not be carried as "debt" on an accounting entry- two totally different animals.
http://lawsuitpressrelease.com/investors-sue-bioheart-inc-millions-unpaid-debt
http://lawsuitpressrelease.com/wp-content/uploads/2014/12/Leonhardt-v.-Bioheart.pdf
2) Most of the other info reference is EXACTLY AS I STATED- the two "employees" (OFFICERS are NOT "employees" in every case but in most cases are referring to BOD members other than the CSO and CEO and have ZERO to do with " base SALARIES" being paid or not, NOTHING. Totally two separate issues). So the $800K CASH BONUSES, yes- are listed as "promissory notes" EXACTLY as I pointed out is stated in the exec compensation "table/chart" I pasted up. Nothing new there- and those are NOT "base SALARIES", again - not the same thing.
3) "advances" is not the same as NOT BEING PAID A SALARY AS OWED? Again, WHERE IN EXACT LANGUAGE does it say the two "employees" the CEO and CSO are NOT receiving their "salaries", aka BASE PAY amounts? Where is an exact accounting and statement of that? NOT on the paragraphs cited- I don't see it? Where? Also, a lot of that info is back to 2013, TWO YEARS AGO- search the same filing and one will see where several of those past amounts have already been PAID BACK (several of the very paragraphs posted in fact are shares or cash being shown issued to PAY BACK 2013 "loans" or "bonuses" etc. NOT "base salaries" not getting paid, as in totally "deferred" to the tune of $3 million which was the "claim" made in a prior post. WHERE IS THAT accounting?
Just as one example- see the statement pasted:
"On September 30, 2013, the Company issued 8,771,929 shares of its common stock as payment of $100,000 towards cash advances. "
So they GOT STOCK AS PAYMENT, meaning they are NO LONGER OWED A THING, meaning they're not "deferred" as is claimed- but in fact got the compensation as free trading stock, common stock, stock they likely sold already.
4) Much else of what is referenced is in regards to past, old "directors" making LOANS to the company- not "compensation", again, which is NOT SALARIES. BHRT has a long history of insiders making "loans" in one part of a 10-K or 10-Q filing, as in "new loans" while in the same 10-Q or 10-K, the same director or insider is being paid back a portion or all of some past, older loan WITH INTEREST of course.
MOST of the verbiage listed- it shows SHARE BEING ISSUED AS PAYMENT for past "loans" and "payments due", LOL. NOT money owed or "deferred"?? The only current deferred amount related to CEO and CSO "compensation" that I can see is the $500K + $300K "cash bonus" for 2014, which I CLEARLY already stated is in the form now of an interest earning "promissory note"- all the rest go back to old "director" loans- which many go way back and have been carried on the books for some time- just read years of 10-K filings past. All there- just being carried forward. Director "loans" and BASE SALARIES for two "employees" are in no way related, not in the slightest. Apples and tomatoes- two totally different animals.
So again, WHERE IS THE BASE "salary" of the CEO and CSO stated as being "deferred" and NOT PAID? Where is that specifically enumerated and accounted for in detail? An unpaid "salary" is not a "loan" to the company by a "director" - it's not a "loan" at all. It would be listed as DEFERRED COMPENSATION and I don't see those words there? Where are they?
I see ONE LINE of "accrued compensation" mentioned- and they are GETTING PAID BACK FOR IT, meaning they ARE GETTING PAID and the myth they're working for "free" is just that- a myth. This line right here:
"On August 1, 2013, the Company issued an aggregate of $500,000 promissory notes due on demand to officers and employees in settlement of accrued compensation. The promissory notes bear interest of 5% per annum and due at various maturity dates. During the nine months ended September 30, 2014, the Company paid off $240,821 of the outstanding promissory notes. The principle outstanding balance remaining on these notes as of September 30, 2014 was $189,813. "
Notice that amount- AGAIN, NOT THEIR BASE "salary" that we the prior fat CASH BONUS from 2013 (see the past compensation table, that yr Tomas got $375K and Comella got $125K anf that's the $500K, again, CASH BONUS, NOT their "salaries"). So once again, WHERE IS IT STATED THEY DO NOT RECEIVE THEIR BASE PAY SALARIES ?? Each year they've gotten big ole "cash bonuses" and those have been in turn converted to "promissory notes" to earn some fat interest (as stated $500K for the two of um in 2013 and now $800K for the two of um in 2014)- and one can see they're getting those paid back- as in $240,821 was paid on the 2013 "bonus" on Sept 30, 2014 after it earned um some nice interest.
Nothing new here that I can see? Not a word about "deferred SALARIES" that I can see? Cash bonuses- yes, delayed but earning interest and then being paid off in chunks. LOANS by "officers" are not "deferred salaries" etc Also, everything has been getting paid back in either large block issues of stock as notated in the cut n paste provided and also in CASH, as in the $240,821 cited above- as just one example.
Quote, "I was under the impression that all the salaries were deferred and earning interest at 6% I could have sworn i read that it was deferred and correlated to tying it to the reason why the $3m in settlement of debt did not move the needle.
"
READ IT? Where? What page of a SEC 10-K or 10-Q is this on then? IF IT'S NOT SPECIFICALLY IN THE COMPANY SEC FILINGS- spelled out in detail, then IMO it's a pure myth.
I gave page numbers, compensations tables, the paragraph citing an increase in their general/admin expense line ballooning up because of SALARIES,etc
NOWHERE in any SEC filing that I've ever read- does it ever say that the base salaries are being "deferred" and NOT PAID?? There is REAL MONEY, A LOT OF IT, vanishing/being spent off that sales/general/admin expense line each quarter and the company's own SEC 10-K and 10-Q wording says a good portion of that is for SALARIES. The company has almost no lease- as their facility is micro tiny sized- it runs maybe $6K a month or something like that. They have no marketing personnel or department per say, they have little other staff or employees besides the CEO and CSO- so WHERE ELSE IS THE BULK of the almost $1 MILLION in the last quarter's "sales/general/admin" expense line entry going- if not for a good portion going to "salaries" and legal and a few other misc items (as explained in BHRT's own words in the 10-Q)?
"I heard" - is the "claim"?? HEARD WHERE? Again, if it's NOT IN THE SEC FILINGS, then it does not exist as far as I am concerned and it myth and conjecture or just plain old made up out of the thin air.
Also, WHAT "$3 million in settlement of debt" and then it "didn't move the needle" or whatever? What does that even mean? WHAT PAGE of WHAT 10-Q or 10-K IS THAT ON? When and how and where did they "settle $3 million in debt"? The exact page and whatever this "$3 mil debt versus not moving some needle versus supposed deferred salaries" or whatever? 10-K or 10-Q page numbers and details or it DOES NOT EXIST IN MY BOOK.
The ONLY compensation I'm aware of that was "deferred" was the latest large cash bonuses ($500K to Tomas and $300K to Comella)- and those are clearly NOTATED in SEC filing compensation table as being owed and backed by "promissory notes" while earning 5% interest, and that's for 2014. Prior bonuses have had payments made against them- and that is enumerated, spelled out in other portions of the past and present 10-K and 10-Q filings. They let those big bonuses earn some interest and then pay them later w/ dilution money per my read of the last several yrs of 10-K's and 10-Q filings. Where else does one get 5% guaranteed interest on $500K now days? What bank or CD or similar is paying that- why not rack up some easy interest on it, that's my take on it.
The only credible info is IN THE SEC FILINGS to me. Page numbers and verbatim language- word for word, or paragraph etc. WHERE DOES IT SAY, EVER, THAT THE CSO and CEO ARE NOT RECEIVING PAY? Where?
Again, here is the "executive compensation" table from thee most recent SEC filing- and the "cash bonuses" have "notations" and explanations below about "promissory notes" being issued- but the two base salaries of $766,586 annual for Tomas and $371,331 annual for Comella ARE BEING PAID and are shown on page 5 of the 10-Q under "sales, general and admin" expense line entry where ALL SALARIES are always booked/entered, and nothing else indicates to the contrary- else, WHERE IS IT IN THOSE SEC DOCUMENTS- exact page and line by line statements/explanations and details? Where?
WHERE does it indicate BASE SALARY DEFERMENT or anything even remotely like that?
Here is the most recent 10-Q, PAGE 5 (condensed statement of operations)- and shows the large expense line where SALARIES get entered and accounted for:
Here is from the same 10-Q, PAGE 30 explaining how the INCREASE on that nearly $1 MILLION general/admin expense line entry was due in good part to an increase in SALARIES, which is exactly what the 2014 compensation table above said was happening- the CEO and CSO both got LARGE base pay increases, thus one would expect an increase in SALARY payout/expense.
PAGE 30:
"Marketing, General and Administrative
Our marketing, general and administrative costs were $998,133 for the period ended March 31, 2015 compared to $ 833,329 for the period ended March 31, 2014, an increase of $164,804. The increase in costs primarily due to increases in salaries from $112,500 for the three months ended March 31, 2014 to $177,376 for the current period, an increase of $64,876, and our legal and consulting fees increased by $51,895 and $45,880, respectively, due to additional services provided."
Again, WHERE IN ANY SEC FILED DOCUMENT- does it explain in detail or claim that NO SALARIES ARE BEING PAID and it's somehow interrelates to some "$3 million debt pay off" or whatever?
Where is this "$3 million debt" payoff or whatever even explained? What SEC filing on what page and what paragraph?
My .005 cents or so worth. CLEAR AS DAY TO ME. Again, NOT IN A SEC filing, clearly enumerated, verbally explained in detail or whatever- then to me it doesn't exist IMO. Simple as that.
Oh gosh, a RED CLOSE? Wow.
Tough week for ole OCAT common shares again, what with all that imaginary "big institutional buying" and what not taking place? I know, it's probably all "stealth" super secret buying and what not probably? Yeah, that's it.
DOWN RED, SOLID RED from $7.50 end of April (only 30 days or so ago) to now barely holding $6 and parked near the 52 week low.
THAT is pretty much a sure sign to me of "large institutions buying" and "accumulating" and all taking place in droves, LOL. Fa sure !!
OR, then again, maybe LINCOLN is just selling and diluting and unloading per their "normal" schedule and cycle? Maybe? Probably? Resulting in a net balance of SELLING (RED and DOWN) versus a net balance of BUYING? Maybe? Probably?
Quote, "(not including the $3m in deferred salary/bonus)" ??
What?
There is no indication in any SEC filings that I'm aware of that the two execs (the only two execs this nano cap, tiny company has according to their web site) are not at least collecting their base salaries and also being paid off past CASH bonuses as their present bonuses accumulate healthy interest on "promissory notes" owed - only to be paid later out of dilution funds??
Their SEC filed 10-K's and 10-Q indicate CLEAR AS DAY to me that "salaries" is one of the biggest components to their huge SG&A (sales, general and ADMIN) expense line? (see latest 10-Q, PAGE 5, "marketing general and administrative" expense line entry of $998,133 thee single biggest expense line the company has)
It, that SG&A expense line entry even increases and they add a paragraph explanation about it and cite SALARIES as being a big reason for that increase. They have really, for all intents and purposes essentially no other "employees" at any given time (usually one other full time and maybe a part timer per their own SEC filings, 3 or 4 total employees most of the time per past SEC filings of the last few years, TWO of those being Tomas and Comella)- and certainly not any other high paid ones that I'd be aware of, as in the $million plus per yr between the two, the CEO and the CSO base salaries alone, so who would be getting the SEC filed "salary" money if not those two?
From the latest filed BHRT 10-Q, most recent, PAGE 30:
"Marketing, General and Administrative
Our marketing, general and administrative costs were $998,133 for the period ended March 31, 2015 compared to $ 833,329 for the period ended March 31, 2014, an increase of $164,804. The increase in costs primarily due to increases in salaries from $112,500 for the three months ended March 31, 2014 to $177,376 for the current period, an increase of $64,876, and our legal and consulting fees increased by $51,895 and $45,880, respectively, due to additional services provided."
THAT IS SPENT MONEY and it says on SALARIES. Clear as day- their biggest expense line entry on their entire financials (NOT R&D, not anything else) and it's for SALARIES. PAID SALARIES. REAL MONEY CASH GONE, SPENT ON SALARIES. No myth of being "deferred" or whatever? Where is that cited in ANY SEC filed document?
Here is the executive compensation table from the most recent filed 10-K, period ended 2014: It's PLASTERED WITH NOTES and sub notes and NOT ONE SAYS THAT THE SALARIES, the BASE SALARIES are "deferred" or not being paid, etc? NOWHERE? NOT HAPPENING? They are being paid their "salaries" - clear as day to me? They get interest earning "promissory notes" for their huge CASH BONUSES (for what, who knows, LOL as the common shares make new all, all time lows !!) - but they get those paid in increments later with healthy interest- one can see in the same SEC filings where past "compensation owed" gets paid off in chunks here and there, periodically, using dilution funds of course:
That compensation chart/table in the company SEC filing is PLASTERED WITH "notes" and sub notes- and NOWHERE does it say or indicate in any way, shape or form- that those two execs are NOT BEING PAID THEIR BASE SALARIES? WHERE IS THAT STATED?
WHERE in any SEC filed document is that indicated, that the CEO and CSO do not supposedly get paid their base salaries- as opposed to the paragraph cited above- that 100% indicated they, BHRT, had an INCREASE in their already large SG&A expenses (while R&D has been hacked to a pittance) and that a major portion of that increase was for SHAZAM, SALARIES.
Those execs are getting paid IMO and I personally see nothing in any SEC filing to indicate anything to the contrary? They've essentially TRIPLED their base salaries and their overall compensation in about the past 2 or 3 years as the stock has sunk to new all, all, all time lows. WHY would they be issuing raises to themselves if they're not even collecting pay supposedly- that makes ZERO sense IMO. They get raises so they can GET PAID that amount. Simple as that to me.
The common shares have lost about 99% of their value "on the watch" and under the tenure of this CEO, but he's tripled his base salary and "total compensation" in about the last 2 or 3 yrs (see SEC 10-K's from the past 2 yrs and the executive compensation table like the one shown above)-
.50 cents or so a share in mid 2010 when Tomas took over, to about .005, aka 1/2 CENT per share today, real time common share price (.50 cents to .005 cents is about a 99% loss to the common share value, just do the math). Also, there were maybe 30 MILLION or so shares O/S when Tomas took over as CEO, now diluted out well past 720 MILLION as of today and still climbing. For that- he's tripled his base salary, as well as, his total comp package per their own SEC filed 10-K statements.
Makes ZERO sense to me personally, none.
LOL BS quote, "OCAT has superb topline data. A complete buyout for $100-200 is not out of the question. "
Oh yeah, it's at $6 and change, has a FAILED secondary they couldn't even sell after using three, THREE high priced underwriters to pitch it- probably at $4 bucks or less, but now the myth is that $100 to $200 is in the ole pipe dream "predictions" price from dream land, LOL !!! Notice, a range of 100% , not $100 and not $200, but you know, maybe $100 to $200, just somewhere in that pulled from the thin air total BS number range.
$100 to $200 is not "out of the question" - it's so far fetched a myth that it doesn't even make the "question list" !!
Right. Sure. They have a micro trial that DOES NOT have "superb topline" anything- as the sample sizes aren't even big enough to be statistically clear yet- and they've had untreated eyes show improvement also- THEE #1 thing that can trip this thing up in a blink (no pun intended) in the ole PLACEBO arm phase II.
$100 to $200, LOL !! More like $1 to $2 when they get done diluting, if they can ever sell that $100 million shelf and even "start" their phase major phase II trials, the ones now PARKED going nowhere fast, let alone even fund um to completion, let alone not have them fail any number of 1000 ways a phase II can fail- thee phase where most drug candidates go bust and get flushed, the large, magnitudes more difficult phase II's.
Here's how "solid" they think their "top line" (topline) data and info is to date- the words of their own Sr. Mgt and an expert peer commenting on it, from the highly respected science journal NATURE:
http://www.nature.com/news/stem-cells-pass-safety-test-in-vision-loss-trial-1.17451
QUOTE verbatim from NATURE article:
"A company that has spent more than 20 years trying to develop treatments based on embryonic stem cells is taking encouragement from small, preliminary tests of the cells in people with progressive vision loss. If the technique continues to impress in larger trials designed to assess its effectiveness, it could become the first therapy derived from embryonic stem cells to reach the market."
AND
"Both studies were meant to assess safety only, and neither included a control group. In the latest study, conducted by researchers in Korea and the United States, three participants were able to read 9–19 more letters further on an eye chart a year after treatment — but two of the three also gained some ground in their untreated eyes."
AND
"“This bodes well,” says Robert Lanza, chief scientific officer at Ocata Therapeutics in Marlborough, Massachusetts, and an author of the study. “But I think we need to interpret this improvement cautiously until more controlled studies are done.”
The sample size is too small to warrant much excitement, cautions ophthalmologist Tien Yin Wong of the Singapore National Eye Centre. “At this stage it’s hard to say if the visual improvement will be sustained,” he says. “But it’s very promising.”"
$100 to $200 BS myth. They can't even get takers at $6 BUCKS !! Lincoln gets a DISCOUNT, they don't even pay full price, LOL- you know, cause it's all worth $100 to $200 !! Oh yeah. Fa sure.
LOL quote, "JV's can be highly rewarding. Especially if it is announced before expected.
"chrones disease was also cured," or "MS symptoms seemed to have abated." monopoly OCAT
"
What, LOL !! After TWENTY YEARS and over 1/3 of a $BILLION in sunk capital- all this thing has a ONE, ONE tiny micro sized phase I under it's belt, of questionable data (all self done, no placebo or control arm etc)- and now, now the myth is they're gonna take care of "chrones" and "MS" too !! Wow ! Holy cow ! Oh yeah, right on???
THEY CAN'T EVEN FUND THE "eye" STUFF THEY GOT ON THEIR TINY PLATE- and are surviving (not thriving) but merely surviving on LOW GRADE Lincoln credit-card, trickle-in, dilution funds. The common shares have lost about 99% of their value since going public in 2005. They're on life support cash levels and just put out a SEC filed 10-Q where the two most used words in the document were "GOING CONCERN" warnings.
They just did a major "name change" thingy and a "new logo" and a super duper (probably took some high school kid at least a week of part time work) new "web site" thingy- ALL to supposedly "re-brand" themselves as an EYE, EYE, EYE company- but now, now the myth is they're just gonna knock off little "problems" like freaking MS and Chrones too, you know, on the side projects when not handling the "eye" stuff that is GOING NOWHERE FAST as the promised phase II trials are in the PARKING SPOT as we hit mid yr, aka JUNE of 2015? Really, LOL !!!
Right on. Sure thing. Oh, and where in their 10-Q of 10-K is this myth based "chrones" and "MS" stuff even mentioned- as to what portion of the CASH THEY DO NOT HAVE is supposedly being dedicated to these "projects" and which portion of their massive 37 employee staff (of which about SEVEN are "C" level exec bloat) - which of all that is now the "MS" and "CHRONES" department??
Here's a few "highlights" from the latest SEC filings they did- to show how rock solid things are looking- so that they're obviously just gonna knock out that "MS" and "Chrones" little "projects" - probably just using the spare time or night crew or something-
Just filed OCAT 10-Q, PAGE 13:
"Our ability to become profitable depends upon our ability to generate revenue. We do not anticipate generating revenues from product sales for the foreseeable future, if ever. "
PAGE 7:
"The Company has no therapeutic products currently available for sale and does not expect to have any therapeutic products commercially available for sale for a period of years, if at all. These factors indicate that the Company’s ability to continue research and development activities is dependent upon the ability of management to obtain additional financing as required."
PAGE 7:
"The accompanying consolidated financial statements have been prepared in conformity with GAAP which contemplate continuation of the Company as a going concern. However, as of March 31, 2015, the Company has an accumulated deficit of $356.2 million, recurring losses from operations, and negative working capital which raise substantial doubt about the ability of the Company to continue as a going concern. The ability to continue as a going concern is dependent upon many factors, including the Company’s ability to raise additional capital in a timely manner. The Company has no expectation of generating any meaningful revenues from our product candidates for a substantial period of time and must rely on raising funds in capital transactions to finance our research and development programs. Our future cash requirements will depend on many factors, including the pace and scope of our research and development programs, the costs involved in filing, prosecuting and enforcing patents, and other costs associated with commercializing our potential products. Accordingly, management’s plans to continue as a going concern contemplate raising additional capital including the prior execution of an agreement for a $30 million equity line in late June 2014, of which approximately $12.5 million remains available as of March 31, 2015. There can be no assurances that management can raise the necessary additional capital on favorable terms or at all. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern."
PAGE 24:
"We cannot assure you that public or private financing or grants will be available on acceptable terms, if at all. Several factors will affect our ability to raise additional funding, including, but not limited to, the volatility of our common stock and the broader public equity market, especially public equities issued by other pre-commercial biotechnology companies, and our ability to raise capital through non-dilutive transactions such as out-licenses. If we are unable to raise additional funds, we will be forced to either scale back our business efforts or curtail our business activities entirely. As of March 31, 2015, the Company has an accumulated deficit of $356.2 million, recurring losses from operations, and negative working capital which raise substantial doubt about the ability of the Company to continue as a going concern.
"
Most recent filed 10-K, PAGE 16:
"
Other than our arrangement with Lincoln Park, we have no sources of debt or equity capital committed for funding. Recent attempts to raise capital in the public equity markets have proven unsuccessful, and we can provide no assurance that we will be successful in any future funding effort. The timing and degree of any future capital requirements will depend on many factors, including:
"
Same 10-K, PAGE 16:
"We will require substantial additional resources to fund our operations and to develop our product candidates. If we cannot find additional capital resources, we will have difficulty in operating as a going concern and growing our business."
Same 10-K, PAGE 16:
"Our independent auditor’s report for the fiscal year ended December 31, 2014 includes an explanatory paragraph. regarding substantial doubt about our ability to continue as a going concern
Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited annual financial statements as of and for the year ended December 31, 2014, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Recurring losses from operations raise substantial doubt about our ability to continue as a going concern. If we are unable to continue as a going concern, we might have to liquidate our assets and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our financial statements. In addition, the inclusion of an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern and our lack of cash resources may materially adversely affect our share price and our ability to raise new capital or to enter into critical contractual relations with third parties."
Same 10-K, PAGE 46:
"We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Ocata Therapeutics, Inc. and Subsidiary as of December 31, 2014, and the related consolidated statements of operations, stockholders' deficit, and cash flows for the year then ended and our report dated March 16, 2015 expressed an unqualified opinion thereon and included an emphasis of a matter paragraph relating to an uncertainty as to the Company’s ability to continue as a going concern.
/s/ BDO USA, LLP
Boston, Massachusetts
March 16, 2015"
"
OH YEAH, they look "all set" and ready- to handle their little "OWN THE EYE" thingy and heck- just knock off two other MAJOR DISEASES like "chrones" and ole "MS" just "on the side", no sweat, piece of cake LOL !! Right on. Solid as a GOING CONCERN can be.
Looks like BMAK doing the ole "raise the Ask" a tad AM "breathing day" pattern-
0.0053 / 0.0059 (61015 x 100000)
BMAK has moved out to .006, opening up that Ask, but it's a bit deceptive to me and just the ole "wide spread" mode being played- cause that 61,015 shares on the Bid at only .0053 is all there is , then next stop is 1 MILLION plus shares down at .0048, solid back in the .004's.
This is the wide-spread mode it looks like, at least on open on a Friday so far-
That's only 61,015 X .0053 = $323 bucks worth left on that Bid, at least showing at the moment- then .0048 and below.
I'd say these MM's are gonna try and take out that .0053 level and get to those 1 MILLION plus shares back in the .004's, more than likely. This is so common on this one- when the Ask gets raised but the Bid never really moves up at all- it's setting up for a down leg IMO, that's what I've observed.
There's still another 1.6 MILLION shares on the Bid down at .0045 like yesterday, but BMAK has the 10K share "bracket" and blocking "10K usual block" of shares at .0046 on the Bid it looks like for now- so they have this thing "boxed" at .0046 to .006 for now. I'd still guess at some point they let that Bid get taken out and then it's all .004's again, it'll probably happen real fast when they, BMAK and the hedge dilution boys decide the time is right.
BMAK does this several times a week/month lately in 2015, after they pound it hard like the last few weeks where they made a new all, all time low of .004
They then give it some "breather" days after that big, mega high vol down tranche and "try" and hunt up any buyers to pay a mega-wide spread like that high .005's to .006 range, then step back down on it pretty quick, driving it right back in the .004's from what I've seen/observed for nearly all of 2015 so far. BMAK and CDEL "tag team" this thing as the two dilution MM's
I still think a next big down leg is coming (based on likely any Magna credit line "draw request" or any of the multitude of convertible debt deals all coming due soon, any one of those getting converted and dumped)- I think it see the .003's next, highly likely IMO. It hit .004 twice, solid on mega high volume days- the next down tranche I think easily busts that .004 level and it's gonna be the .003's then. There's actually a legit 400K block parked and showing now at .0038, the first time that's happened.
My .0053 cents or so worth
LOL quote, "OCAT: Does anybody see similarities, or differences, to its trading patterns and strategies identified here?: "
I "see" LINCOLN selling their dilution shares. If this supposed "elevator" (and its total nonsense IMO, as who knows what stock is going to be "going up" unless they posses insider trading info?)-
If this imaginary "elevator" theory thingy was in place- well, they'd of been "working on it" for like THREE YEARS NOW, LOL !!! And oh, they'd be holding a 99% TOTAL LOSS to common if they'd been holding since inception- you know, building that supposed "stealth" ole "elevator" position. The dude who wrote the book back in the 30's was hawking books IMO- it's a great "story" to sell "secrets" to retail stock people. I can find 100 "books" just like it- from the 1930's to today, all claiming to have the "inside baseball" and "secrets" to Wall Street and all.
Some of the biggest losses ever taken in the markets- were by the supposed most "Brilliant" and "genius" run hedge funds. MASSIVE epic, historical wipe out occurred in the hedge fund biz. Like mind blowing losses- $BILLIONS up in smoke. The only people who "win" are the "house"- those who have and posses more info or insider info than others. Wall Street is no different than Vegas. It's why HFT (high frequency trading "worked" - right up until every firm got "in the game")- now the HFT firms are having a harder and harder time scraping off those micro pennies- cause the competition is fierce. Every few years, someone figures out a new niche to exploit, gets filthy wealthy off it- then everyone else jumps in, then its game over for that "secret" until the next one comes along.
Being a market maker, a pro trading desk who has sub nano second speeds and can "scalp" and front-run retail trades, who see 1000 times any info a retail trader/buyer can ever see, who have piles of money to go short and can out-last any retail buyer etc- they're the ONLY ONES who consistently "win" on the Street. Read the book "RIGGED" - by a former Wall Street insider, it's all explained. There are several other very good books just like it- giving the real inside baseball on how Wall Street "really works" (Flash boys, etc). Everything else is a gamble for all intents and purposes- especially for Joe Q. Public "little guy".
Over 70% off all daily trading volumes in the markets today are the pros- the big boys, the flash traders and hedge boys. Most mom n pop folks left the markets after the last 3 crashes (87, 2000 and 08/09) and never came back- it's been researched and proven true many times over in academia and via the market and trading firms themselves.
Just the way it is.
THAT is a THREE YEAR "elevator" then- FLAT to NOWHERE and TREND-LESS, must be some major patience in that ole "elevator" firm or person if they exist, LOL !
The best piece of financial journalism ever done IMO, to explain what is happening here- to the likes of BHRT and many other cash desperate, failing penny stocks, was done recently by the highly reputable financial news firm and TV outlet, Bloomberg.
They explain it all in great deal with this piece of investigative financial reporting here- it's specifically about the firm Magna, who BHRT did qty-2 deals with end of 2014, but IMO, it covers any convertible debt lender such as Asher, KBM Worldwide (believed to be Asher's "sister" company run by the same two brothers), Daniel James, Fourth Man, Vis Vires group etc all of whom BHRT has inked convertible debt financing deals with recently - and numerous other penny hedge firm lenders of last resort.
http://www.bloomberg.com/news/articles/2015-03-12/josh-sason-made-millions-from-penny-stock-financing
Just a stunning, revealing peak into the sorted world of "floorless" convertible debt deals (aka debt-for-shares deals with no bottom pricing, aka the "reset provision" built in to them), aka "Death spiral" financing as the SEC and other's call it (what BHRT is experiencing now for all intents and purposes IMO), desperation, floorless, convertible debt financing and how it "works" and how the lenders who create and structure these deals, now they "do what they do" - it even shows the actual "death spiral graphic" with an explanation about it, on the left column of the reporter's piece.
Just an excellent piece of financial reporting IMO, one of the best I've ever read or watched. Stunning in what it reveals of the sorted world of the OTC markets and companies that make use of toxic, convertible debt financing as their means of running their businesses.
More info about the same topic can be found all over the internet- here's just a few other samples, explaining essentially what the Bloomberg piece is discussing:
http://www.sec.gov/answers/convertibles.htm
http://en.wikipedia.org/wiki/Death_spiral_financing
http://www.investopedia.com/terms/d/deathspiral.asp
http://www.stockpatrol.com/article/key/deathspiral
Here's just a few examples of some of the recent deals BHRT inked- from their most recent filed 10-K, PAGE F-34/35 (one can see the "toxic" language where the "reset" and floorless pricing is written in to the contract terms) and the steep share discount, classic "toxic" convertible debt deals:
"Subsequent financing
On January 7, 2015, the Company entered into a Securities Purchase Agreement with KBM Worldwide, Inc. (“KBM”), for the sale of an 8% convertible note in the principal amount of $38,000 (the “Note”).
The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on October 9, 2015. The Note is convertible into common stock, at KBM’s option, at a 45% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the Note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 140% if prepaid during the period commencing on the closing date through 179 days thereafter. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment.
On January 28, 2015, the Company entered into a Securities Purchase Agreement with Fourth Man, LLC., for the sale of an 9.5% convertible note in the principal amount of $25,000 (the “Note”).
The Note bears interest at the rate of 9.5% per annum. All interest and principal must be repaid on January 27, 2016. The Note is convertible into common stock, at Asher’s option, at a 47% discount to the lowest daily closing trading price of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the Note in full, the Company is required to pay off all principal at 150%, interest and any other amounts.
On February 19, 2015, the Company entered into a Securities Purchase Agreement with Vis Vires Group, Inc. (“VIS”), for the sale of an 8% convertible note in the principal amount of $38,000 (the “Note”).
The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on November 23, 2015. The Note is convertible into common stock, at VIS’s option, at a 45% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the Note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 140% if prepaid during the period commencing on the closing date through 179 days thereafter. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment."
LOL quote, "OCAT Dr. Lanza and Team are coming up with new ideas with their attitudes of the mind."
Oh yeah !! Coming up with ANY CASH, or still just prolific SELLERS and DUMPERS of their own free shares they receive in such copious quantities?
IF, IF these shares are supposedly (the myth) better than actual liquid gold, then why would an insider knowingly ever sell n dump piles of them in to essentially every little micro blip spike in price that comes along?
Wouldn't they hold and wait- knowing they'd be the imaginary richest person ever- as their shares are supposedly going to appreciate 1000 fold or more?
You know that Bill Gates of Microsoft (Paul Allen same) almost never, ever, ever sold a single share of their Microsoft holdings, ever- not until very much later in their lives. Same for Bezos of Amazon, same for many others- like the Zuck at Facebook, the Google boys, etc. Some of the most valuable companies on earth- and the insiders almost never sold a single share of their holdings and only took/take modest salaries.
But lil ole OCAT insiders always have been and still (recent as late 2014) are prolific sellers/dumpers of their own shares? Now why would that be? Why?
When ACT/OCAT shares hit a literal 5 CENTS EACH- how much did the good doctor buy using his own money? NOT SO MUCH AS ONE LOUSY DOLLAR'S WORTH- that's how much.
All one needs to know IMHO.
Quote, "In other words you have no firm data at hand for the $$$cost/patient to run phase 2 trial. Multimiilions? Really!!"
No, actually there's some pretty solid and easily found "data" on what THEE COMPANY ITSELF feels it needs for the "trial(s)" to be funded and advanced, let alone ever reach completion and a chance for FDA review or pass/fail- it's called the $100 MILLION shelf offering prospectus.
In that document the company, OCAT and its Sr Mgt said they planned to "need" and "use" ALL OF IT, ALL $100 MILLION to "advance their company plans and trials forward" and then likely need "EVEN MORE CASH/FUNDING" than just that "initial" $100 MILLION offering.
They, OCAT, then attempted (FAILED) to "try" and tap as step-1, $62 MILLION of that $100 MILLION shelf- in order to get their large, phase II trials started, funded and moving rapidly ahead. $62 MILLION was "round one" money- not the entire expected amount even needed to reach completion.
So there's very "solid data" on the kind of money being talked about- what it takes to run large phase II FDA quality trial(s). Further, these amounts of monies are all WELL ESTABLISHED industry wide "norms"- there's no secrets as to what it takes to fund major clinical trials. $100 MILLION to get a large phase II from inception to completion is not even the low end of the scale- and it's certainly not the high end. It's not "big money" in the slightest to burn up $100 MILLION or more in phase II's, not at all.
Plenty of solid "data" to go on. Simple.
LOL quote, "Day to day PPS means nothing.... it's the science.... no doom and gloom here.... the same old wave we have seen time and time again with OCAT.... nothing new to us longs...... lol
"
Oh, heck yeah- the ole "it's the science" thingy?? NO MONEY, NO CASH, attracting no major "big and smart money financiers" but they got the supposed "science" thingy all sewed up supposedly, LOL !! RIGHT ON !
Companies don't run on imaginary "science" and monopoly money- they run on COLD HARD CASH, and in the case of bio-tech or high tech of any kind, MOUNTAINS OF CASH. If this supposed "science" thingy is so great and all- then why is the "big money" the "smart money", the Menlo Park or other money not beating a path to the door of lil ole OCAT, cause you know, "they gots the science" and all?? Why? Why low grade Lincoln dilution money keeping this thing limping along on GOING CONCERN life support, and now, even a recent failed secondary offering under their belt (that THREE, qty-3 big, high priced underwriters couldn't pitch and sell in the bull market of all world history? Why is that?)
If the supposed "science" was there, locked in and solid- then the money, the big money would have found this in a heartbeat, just like the "big money" always does. REALITY, is the common shares are DOWN 99% for a near TOTAL LOSS since going public (STRAIGHT TO THE OTC from the TWO MOONS KACHINA DOLL COMPANY of Utah by the way, as the company was just as cash broke then as they are now)- that was 2005 and what's really changed? Why still a cash poor, dilution for survival, common shares FLAT to DOWN in the greatest bull market "easy money" period in probably all of world history, hanging on and treading water, latest massive "new mgt" change out, GOING CONCERN "company"? Why is that? Why if their supposed "science" is so smoking red hot and "in demand" and blah, blah, blah?? Makes no sense, none?
NO large financing = "science" IN DOUBT in my book. That's how the free market "works" and has been proven to work for essentially all of time. "Winners" rise to the top- Google and Microsoft and Skype and Genentech or Amgen and similar had no problem finding people to beat a path to their door begging to fund them, when their "science" was proven to work- and work like nothing else before it or since. They never became or were penny stocks, relegated to the OTC desperation market? Why is that? Because their "science" and "technology" were winners from day one, as was their mgt and "science" minds running the companies, that's why IMO. The money found them, they didn't even have to look hard for it.
WHERE is the big ole they supposedly "GOT THE SCIENCE" thingy- in that THREE YEAR chart/story picture above? Where is it? I can't see it?