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Quote: "On NASDAQ Global Market for mid-caps to large Caps. "
There is nothing in the tier of the NASDAQ "Global Market" (not Global Select) that defines a company as being a "mid-cap or large cap) company??
It's not part of the listing criteria? The only "market cap" requirement is to have $75 million in market cap- which is not by any generally accepted market definition a "mid-cap" company, it's a small cap company.
OCAT with its present market cap is a small cap company, not even close to industry-wide (for example what mutual funds use) accepted definitions of a mid-cap and certainly not remotely close to being a large cap company.
In general, and one can look this up on any major mutual fund site (Fidelity, Vanguard, or the SEC's definition, etc) - in general the dividing lines for small, mid and large cap companies are about as follows:
Less than $2 billion in market cap = SMALL CAP
Between about $2 billion to less than $10 billion in market cap = mid-cap
And in general it takes about $10 billion or more in market cap to be defined as a large cap company.
Those are industry wide, Wall Street and mutual fund easily found definitions of the approx market cap ranges. OCAT is a small cap company by all definitions.
Just a few examples:
Here is the Russel Mid-cap index fund. Not the "median market cap" for a company in that index (a well, well industry-wide recognized index) the median/avg market cap is $6.2 BILLION dollars.
https://www.russell.com/indexes/americas/indexes/fact-sheet.page?ic=US5015
Here is the S&P mid-cap fund 400 - again a major industry recognized market fund/barometer. The blend of stocks in it have market caps from the very lowest being $756 MILLION to an avg of $4.1 BILLION to a max market cap of $15 BILLION in the "mid-cap" catagory.
http://us.spindices.com/indices/equity/sp-400
By contrast, here is the S&P "small cap 600" index and its makeup and its "members" company market caps-
Lowest market cap: $92.8 MILLION
Avg market cap: $1.2 BILLION
Highest market cap: $4.5 BILLION
http://us.spindices.com/indices/equity/sp-600
Those are the market-cap ranges be considered a "small cap" by S&P and included in their 600 company "cross-sectional" index (which is exactly where OCAT's market cap is at).
OCAT is very much a "small cap" company in terms of all industry norm, generally accepted definitions I'm familiar with. At around just over $200 million in market cap- OCAT is nowhere close IMO to even being a "mid-cap" company (they're in fact in the "classic" middle area for a small cap, not a micro-cap company definition), let alone a distant close to being defined as a "large cap" company, not even distant close. They're a long ways IMO from even meeting a "mid-cap" definition at only $235 million in market cap.
Quote: "Stock manipulation of Bioheart is a serious crime. Those involved hopefully will be caught and charged. If not, they will have bad karma and nobody can escape that. IMO"
Manipulation? Karma? What??? Is there specific details on all this "stuff" (apparently serious crime stuff) - any details where one can read more about this? Wow. It sounds amazing- I mean how and where is this happening?
Or, is perhaps just MASSIVE, MASSIVE near endless amounts of common stock share dilution (by the company itself by the way) ever to blame for a declining share price? (ever?) (over 300 million shares of common stock dilution in just the approx past 1 yr see SEC filings 10-K/10-Q, and a fairly recent, self approved by insiders BOD vote to increase the A/S to 2 BILLION shares and then approx. 50 MILLION shares of dilution just in the period from Nov 2nd 2014 to about early Feb 2015 via using the share counts from the last 10-Q page 1 to the shares O/S given in the recently filed SEC "proxy vote" result document- an 8-K filing I believe it was. Does any of that EVER have any effect on the common shares I wonder? Possible maybe?)
Or, how bout the near endless and continual use of "convertible debt financing" (aka toxic, floorless or "ratchet" financing- SEC terms and words, not mine)-- just continual on-going use of dilutive, floorless convertible debt deals with firms such as Magna, Asher, Daniel James, Fourth Man and KBM Worldwide to name a few- ANY possibility "maybe" that (versus you know, the "manipulator and karma" theory thingy stuff) just any possibility that maybe that kind of toxic (again, SEC calls it that, not me) that kind of financing, on-going has any possible down pressure effect on the common share price of a OTC market, thinly traded, nano-cap (barely $5 million market cap) debt laden, "going concern" in every SEC filing going back yrs - type company? Any possible connection there at all, maybe perhaps kinda?
Here's what the SEC warns about companies who use "convertible debt" financing- the SEC IMO seems pretty gosh darn clear that it's highly, highly likely to have a "negative" as in "downward" effect on a company's common shares- that's how I read this article the SEC took the time to write specifically about use of "floorless" or what they call "toxic" or "death spiral" convertible debt financing:
http://www.sec.gov/answers/convertibles.htm
Just a small quote from the SEC article for example:
"By contrast, in less conventional convertible security financings, the conversion ratio may be based on fluctuating market prices to determine the number of shares of common stock to be issued on conversion. A market price based conversion formula protects the holders of the convertibles against price declines, while subjecting both the company and the holders of its common stock to certain risks. Because a market price based conversion formula can lead to dramatic stock price reductions and corresponding negative effects on both the company and its shareholders, convertible security financings with market price based conversion ratios have colloquially been called "floorless", "toxic," "death spiral," and "ratchet" convertibles.
Both investors and companies should understand that market price based convertible security deals can affect the company and possibly lower the value of its securities. Here's how these deals tend to work and the risks they pose:"
I mean just from reading what the SEC says- it's "possible" (besides the manipulator crime and "karma" thingy theory- just possible that's there's other reasons for this company's stock price to be under down pressure IMO)- I tend to think the SEC sorta, kinda knows their business and what they're talking about IMO, but that's just me.
From the last filed BHRT 10-Q, just as a few examples of recent "convertible debt" deals (aka floorless conversion formulas built right into them- it's right in the language of the "note") - just a few recent examples of BHRT using these deals- as they have essentially every qtr going back yrs and yrs.
Latest SEC filed BHRT 10-Q, PAGE 26:
"NOTE 13 — SUBSEQUENT EVENTS
Subsequent financing
KBM Worldwide
On October 6, 2014, the Company entered into a Securities Purchase Agreement with KBM Worldwide, Inc., 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 July 8, 2015,. The Note is convertible into common stock, at holder’s option, at a 45% discount to the lowest daily 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 and accrued interest at 150%, and any other amounts.
Daniel James Management
On October 3, 2014, the Company entered into a Securities Purchase Agreement with Daniel James Management, Inc., for the sale of a 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 October 2, 2015. The Note is convertible into common stock, at holder’s option, at a 47% discount to the lowest daily 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 and accrued interest at 150%, and any other amounts."
I'm pretty sure that the company's (Bioheart's) Sr Mgt knowingly and willingly inked and signed up for every one of those financing deals (using convertible debt w/ reset provisions in the pricing) and every last one similar to them- cause it's in their SEC filings and I don't see anything saying they were forced to do those financing deals or any verbiage like that? I think they, BHRT, sought out those lenders and wanted to get their money from them- willing to give them as many commons shares of dilution as needed to get the cash in return for them IMO. Pretty sure that's the way it worked from reading those SEC filing details.
One can read other recent 10-Q/10-K filings and find Asher, Fourth Man and other "convertible debt" financing deals- pretty much every qtr going back for many, many yrs.
My 2 cents on the "stock manipulation" and "karma" thingy stuff (which should be reported to regulators IMO- I mean who's the manipulators? Where are they and who do they work for or how exactly do they do this "manipulation" stuff? Is the company doing any of this "manipulating" for example? This should be reported IMO. The SEC and FINRA, aka the stock market regulators has ways for reporting theories about possible stock "manipulation" taking place, but I don't think they deal in the "karma" stuff part?)
Here, here's management's own words too- about their financial condition, also from their most recent file 10-Q, "maybe" a possibility as to why maybe their stock is not hugely "in favor" right now- I mean "possible" versus the "manipulator" and "karma thingy" theory stuff-
PAGE 12, latest filed BHRT 10-Q:
"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 nine months ended September 30, 2014, the Company incurred an operating loss of $1,247,199 and used $747,184 in cash for operating activities. As of September 30, 2014, the Company had a working capital deficit (current liabilities in excess of current assets) of approximately $10.0 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.
The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern."
Again, just my 2 cents and maybe a few other "theories" to go along with the "manipulator/Karma" thingy stuff ideas.
Quote: "What does that have to do with a companies evolving business model, products, and services? What relevance does sliding have to company leadership? Does sliding effect the developing science and does it serve the need of the public."
First off: 1.3 MILLION shares on the Ask now at .0103 and BMAK backed off a few levels. That's why it looks like they're giving it a little breathing room all of the sudden IMO- they're gonna try and unload a big block now looks like. But the Bid is weak and barely budged- they've opened the spread up a bit now, like they want to try and get a bit more on this large block they're selling for "someone".
http://www.otcmarkets.com/stock/BHRT/quote
0.0089 / 0.0103 (202000 x 1380000)
What does a falling price and continually lower highs and lower lows and falling Bid/Ask mean for a company in this condition? A LOT IMO:
When one understands how this company is being financed- which is essentially via 100% PURE, toxic, convertible debt solutions and now a Magna "credit line" facility - both of which have share discount provisions in them, and in the case of the "toxic" convertible debt are "floorless" - they'd understand that a sliding Bid/Ask on a daily basis can be devastating to the common share price and company's ability to get or raise the survival funds they're living off of.
Read any of the convertible (toxic) debt financing provisions- they all have reset conversion formulas built in- meaning the lower the share price goes, the avg share price of the past 3 or 10 or whatever number of trading days is stated in the conversion formula- then that's how the convertible debt lender gets their shares priced.
When the stock trades like it is now- the amount of dilution that can occur from a continually falling Bid/Ask can literally drive the common shares to not only 2 zeroes after the decimal, but even lower than that- as there literally becomes no limit to the dilution that can happen
Here's the SEC itself commenting on this type of toxic, "ratchet" or "death spiral" financing and what devastation it can cause to the common shares of companies who rely on it. It's called toxic for a reason- and yes, the sliding Bid/Ask has enormous implications IMO for this company's desperate financial condition right now. The lower the price drops- their ability to raise desperate cash gets that much harder and much more dilutive:
http://www.sec.gov/answers/convertibles.htm
Here are a couple of the most recent toxic financing deals done by BHRT- YES, the implication of a falling Bid/Ask makes the horrible terms on these deals that much more devastating IMO, when these firms decided to convert to dilution shares- which are coming due very soon.
Most recent filed 10-Q, PAGE 26: (ALL affected by a dropping Bid/Ask, it has HUGE implications if one understands the conversion formulas listed below)
"NOTE 13 — SUBSEQUENT EVENTS
Subsequent financing
KBM Worldwide
On October 6, 2014, the Company entered into a Securities Purchase Agreement with KBM Worldwide, Inc., 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 July 8, 2015,. The Note is convertible into common stock, at holder’s option, at a 45% discount to the lowest daily 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 and accrued interest at 150%, and any other amounts.
Daniel James Management
On October 3, 2014, the Company entered into a Securities Purchase Agreement with Daniel James Management, Inc., for the sale of a 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 October 2, 2015. The Note is convertible into common stock, at holder’s option, at a 47% discount to the lowest daily 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 and accrued interest at 150%, and any other amounts.
Magna Equities, LLC
On October 7, 2014, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Magna Equities II, LLC, a New York limited liability company (“Magna”). The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, Magna shall purchase from the Company, a senior convertible note with an initial principal amount of $307,500 (the “Convertible Note”) for a purchase price of $205,000 (an approximately 33.33% original issue discount). Pursuant to the Purchase Agreement, the Company issued the Convertible Note to Magna. The Convertible Note matures on August 7, 2015 and, in addition to the approximately 33.33% original issue discount, accrues interest at the rate of 12% per annum.
The Convertible Note is convertible at any time, in whole or in part, at Magna’s option into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a fixed conversion price of $0.01035 per share. $40,000 of the outstanding principal amount of the Convertible Note (together with any accrued and unpaid interest with respect to such portion of the principal amount) shall be automatically extinguished (without any cash payment by the Company) under certain conditions described in the Purchase Agreement. In connection with the execution of the Purchase Agreement, the Company and Magna also entered into a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company has agreed to file an initial registration statement with the SEC to register the resale of the Common Stock into which the Convertible Note may be converted,"
Falling Bid/Ask price has all kinds of implications for this cash poor, poor financial condition nano-cap IMO. The lower it goes- the more dilution and if trying to use the Magna "credit line" the less cash they can get "per draw" and it will cost more dilution per draw the lower the price goes.
Simple as that IMO. It's accounting 101 and all in the SEC filings.
Bid/Ask continually sliding down again, wow:
BMAK just inched the Ask down again, now to .0089
0.0084 / 0.0089 (10000 x 10000)
http://www.otcmarkets.com/stock/BHRT/quote
Only one 10K block on the Bid at .0084 and then it's down to .008
Just nothing is moving it at this point it seems? Just no buyers at all rushing in here that I can see- even at this sub 1 cent area?
Don't know why no buyers rushing in? I think this may re-visit that .007 area again real soon IMO. Just very weak here and no bid support it seems to me.
LOL, Quote: "BHRT is moving in the right direction with their plan to use what resources and science they already have as solid building blocks. Specifically their revenues are increasing. This quarters report should be very telling.
Another advantage the company has is Mr Tomas. His professionalism, intellect, passion for success, and his proven capacity for survival will move this company of the future forward and lend to ultimate success. "
Moving in the right direction? The common shares are at SUB ONE CENT near their all, all, all time lows? The common shares have lost about 99.98% of their value since going public in 2008 on the NASDAQ (de-listed less than about 1 yr later, OTC ever since) and the market cap is now barely cracking $5 million w/ current debts exceeding $10 million. If that is "moving in the right direction" and "forward" then it must be in some alternate stock universe I'm totally unfamiliar with IMO?
Quote: "Another advantage the company has is Mr Tomas......"
Based on what are all these vast claims made about CEO "Mr Tomas"? The common shares, since "Mr Tomas" took over 100% control of the company as CEO have lost about 98% or more of their value. When he took over in mid 2010 the common share price was right about .50 CENTS a share, maybe some spikes even higher. Today it's about .009 a share with a recent low of .007 (yes, 7/10th of ONE CENT) a share.
The simple math shows that to be a loss of approx 98% or more. Also, the shares have been massively, massively diluted under his tenure as CEO- from maybe 30 million max to now well over 600 MILLION share O/S by this next 10-K (a factor of 20X or more) and authorized shares increased to 2 BILLION on a sub one cent share price. The market cap has collapsed to maybe 1/3 of what it was when he began as CEO.
What "success" is that- in what business world? I'm not familiar with any CEO being deemed some wonderful supposed "success" based on those or any other of the BHRT standard, industry recognized metrics and realities for public traded stock companies (ROI, profitability, positive cash flow, cash mgt, going concern warnings in every SEC filing probably since he took over as CEO, little or no cash at any given time, some debt defaults, never re-started a single major FDA level trial since about the 2009/2010 time frame despite numerous "claims" it would happen, never inked a single "large" non dilutive "financing deal" despite numerous claims and PR that it would take place, etc, etc, etc)
Where does all this supposed "knowledge" of "Mr Tomas" come from- versus what is known via only the public available metrics and company performance and public available, verifiable info?
Makes ZERO sense to me, IMO? Not seeing it? Not seeing where one would even get the supposed "personal" type info to make those claims about him as CEO- as it's "personal" info about him and not public info of him as a company CEO based on his CEO performance metrics or what can be found based on company metrics, performance, common stock performance, the company's on-going desperate financial condition, massive on-going share dilution, etc?
I mean- how does one supposedly know "Mr Tomas'" supposed "intellect"? How is that even possible? Is there a public available IQ test they published or some other recognized metric or standardized academia or similar test that they as a company did or something and then made available to the general investing public? How does one know the "intellect" of a CEO in supposed detail?
Again, not seeing how that's even possible or even makes one iota of sense IMO?
"his capacity for survival"?? Is he on a TV show like "survivor man" or something that I missed where they test and demonstrate one's professional level "survival" skills, etc? Again, where is this public info about his "survival capacity"? How does one even measure a person's "survival capacity" - using what standard metrics or test (was it a military survival test he passed for example? Those are standardized and well recognized, but I've never seen any public, published info he passed a "survival test" that I know of?)- again, where are the public details on these wonderful, vast "claims" like "ability to survive" and all the rest?
I'd love to know where to find this public info- it's fascinating IMO.
What, QUOTE: "HUH? WELL LOOKING A THE VOL TODAY I WOULD SAY A LOT OF PEOPLE THINK THIS IT IS WORTH BILLIONS...Vol is not imaginary..... "
Well, I'd say based on the FACTS OF THE MARKET CAP, AS OF RIGHT NOW- it's not "worth billions" or even "thought" to be worth imaginary "billions"- let me check the screen.
AS OF RIGHT NOW the market cap says it's worth just about $228 MA MILLION. A tad shy of imaginary $BILLIONS, just a tad IMO.
$228 MILLION is the "value" the free market is assigning as of right now on my screen. NOT a $Billion or $Billion(s) plural- off by a factor of 5 or more.
All the best
BMAK is parked on the Ask w/ a 10K share block at .009. Looks like that's the top for now then IMO.
http://www.otcmarkets.com/stock/BHRT/quote
Only 50K or so on the Bid at .0085 (about $400 bucks worth) and then a lot at .008. Looks like maybe they're gonna try and take it back in the .008 area then today- if the past few weeks have been any indicator.
Just no buying pressure in here at all it appears- not even at these prices of sub ONE CENT.
A lot of PR and "news" and "revenue" talk and what not- but nothing has gotten it to even slightly reverse this severe 9 month plus down trend or now, even get it out of the sub ONE CENT basement?
Seems perhaps just too much dilution share down pressure maybe to overcome IMO?
Quote: LOL, "that patent is worth billions on its own .."
Funny how every patent or whatever they have is supposedly "worth" imaginary $BILLIONS alone.
Yet not ONE large funding source or non-dilutive partner or anyone else has ever stepped forward and gave um a $100 bucks worth for those imaginary $BILLIONS just sitting their for the taking? Why? Why is that?
Where's all the smart money hiding as this had gone to 5 CENTS and was 6 CENTS pre R/S on over 3 BILLION shares of dilution?
How is it they're so good at I guess hiding all those imaginary $BILLIONS in one patent "alone" - let alone all the others?
Why is their market cap what it is when they got these $BILLIONS hidden in some patent file drawer I guess?
Never been able to figure out how that works exactly? A supposed "worth" of $BILLIONS- all except the fact it's not worth $BILLIONS according to their market cap, price of their securities and no "big money" has ever come knocking looking for those $BILLIONS either? Why?
The NASDAQ "Global market" has tiers within itself- and there's also more than one "Global Market" based on suffixes. Read the wording of my sentence- it's clear what I'm stating.
https://listingcenter.nasdaq.com/assets/initialguide.pdf
Quote: "52 week highs coming tomorrow float went from infinite to finite"
WHAT? The float was "infinite"?? How does that work? "infinite" - a mathematical term that means unlimited, unmeasurable, w/o any bounds, etc?
Funny, I can go look the FLOAT OF OCAT up right now.
Here it is from Yahoo finance: OCAT FLOAT is 28.79 MILLION shares. That is NOT "infinite" - in fact it's quite "finite".
What imaginary part of OCAT float is supposedly "infinite"?? What stock ever in existence, on any market has ever had an "infinite float" when every stock to ever exist only has a FINITE number of shares issued and authorized? A stock could have 100 BILLION shares O/S and still not even be close to having an "infinite float"?
What does that even mean or is supposed to mean? It makes ZERO sense at all? There's no guarantee a 52 week high is coming tomorrow- based on what?
Aug, exactly my sentiments. They're going for the lowest tier NASDAQ global market which has no shareholder equity requirements. Just $4 a share and min market cap is all that's needed. Which tells me they never raised any capital (which we knew) and are living off of Lincoln which IMO is not enough to even begin to start any serious trials.
So I think the NASDAQ pro short hedge fund boys and others shorts will smell blood in the water if this doesn't have some real news coming quick behind it. "Maybe" good for a pop perhaps, but it'll probably be moving real fast, North or South IMO. Volatile.
I too am going to wait- wait to see what the 60 MILLION shares "available" is going to end up being in the end. If they're going to fund trials- they need a pile of money they don't have right now IMO.
Dilution and weakness on the NASDAQ will bury this just as quick as on the OTC IMO. A spike, sure- probably highly likely. Do I want to get bulldozed if they let the air out of the tire in a split second? No.
Wait and see when it gets long term stability- mainly how they going to fund and/or how much will they dilute going forward from here. Until that's answered- I think it's a roller coaster more than likely. I don't have the time right now to park in front of a screen with my finger on the sell button during the entire trading day and don't wanna get wiped for a 20% down side move or whatever if it goes that way after a spike.
Waiting for me too. My 2 cents.
LOL, "Good Volume, Holding very firm. The Revenue and Business Plan make this a winner. We could see IBC Funds LLC, A Capital etc etc step in here soon."
Yeah, right on. A falling Bid/Ask for months now on higher than avg volume and under SUB ONE CENT and a market cap barely cracking $5 million is "holding firm"???
OK, I guess?
"revenue" when exceeded by increased expenses doesn't create any "winners" IMO?? How does that work exactly? On what financial statement is that reality playing out?
BMAK spent the entire day parked on the Ask w/ a 10K share block at about .0091, capping it off. The stock is making lower highs and lower lows and one decent sell-off day will drop it back to .007 (the recent low) in a blink and maybe break the all time low of .0066.
What "fund" in what imaginary world is going to sink any money into this- unless it's a convertible debt deal (or similar guaranteed downside protection built in) that will give them total downside protection and a boat load of dilution shares too boot? IBC is just another dilutive, convertible debt lender from all I know of them- seeing them on past penny deals on I-HUB and similar.
Magna is already all over this one- why would IBC step in here now?
What's the big attempt to "try" connect IBC Funds to this now?
A bunch of conjecture about nothing IMO. No basis in fact or backing data to support any "claims" being made.
LOL, QUOTE, "Everybody is entitled to their own opinions, but not their own facts and IMO what's in the company financial statements are fact.
BUT, past quarters are history and there is a new business plan in town. Caustic borrowing was what "painfully" was required to keep BHRT alive to a point where revenue could be generated to offset the expense of moving forward. They even have a reserve (Manga) available if they would still need more.
NOW, revenue is being generated to a point in which BHRT can pay off expensive debt and pay staff reasonably for their hard, dedicated, and effective work. It will be more obvious in the coming quarterly report - facts. They will also be able to buy back diluting shares, and most important to me (an investor) give me tremendous value considering the risk I took with my money in a science and people who I am convinced will earn me returns of serious proportion."
End quote.
1) ""Everybody is entitled to their own opinions, but not their own facts"?? WHAT does that even mean? "past quarters are history"?? Wow, like things that happened prior are the PAST? There's been a "new plan" of some sort like about every 6 months IMO and per my experience- I could list all the "teams of experts brought on-board" PR links and "$20 million financing to be raised" PR that never happened and "term sheets inked" PR or "we have an agreement" or a "partnership" never heard about again- all liked in PR etc. It's nothing "new" in my opinion. Been reading the same sounding "stuff" for yrs - all as the share price continued to decline, no "big financing" ever materialized and "no major trial" ever advanced again and dilution occurred unabated at a furious rate- unending for all intents and purposes. "new plan"?? OK, sure IMO. Great. As the shares are hitting 52 week and near all time lows. OK.
2) BS to the rest- as it's does not contain "facts"
a) BHRT is not done using toxic debt? They just inked a Magna note only a few months ago- at horrible terms (face value of like $307K but BHRT only received $205K, a 33% discount- something to that effect. See latest 10-Q) I'll speculate that by this next 10-K filing, there's a very good possibility they've taken on at least one more, if not more, toxic note financing deals- for survival cash, IMO. It'll be one of the first things I check for. They also inked another series of toxic notes as recent as Oct 2014, all coming due this summer, despite "revenues"- those notes were for pittance amounts of cash like $25K and $38K etc. If this imaginary "revenues makes them cash positive now" blah, blah then WHY would they be doing toxic, floorless convertible debt notes for micro increments of cash like $25K at a time? Notes that are going to cause millions if not 10's of MILLIONS of shares of dilution at share prices like the present? Why?
b) There is a whole slew of toxic debt, aka convertible debt "notes" all coming due in the coming months- which will mean massive, massive dilution shares being issued as those notes are converted. The Magna credit line is 100% dilutive and has a share discount involved- and at these prices, mega dilutive. Again, it's not a "reserve" - BHRT said they plan to tap and use it all. What "reserve"? They don't have enough cash presently to conduct month to month operations- and that's with R&D wiped to near zero. What happens the instant they fund even the start of a phase 3 trial? Where's that cash going to come from?
c) The Magna credit line is not some "back up" line? BHRT made it 100% clear in the prospectus that they plan to tap, draw-down on all of it. BHRT has no cash or cash reserves? NONE. Where on the balance sheet are they, what page in what SEC filing? BHRT has cut R&D spending to essentially nothing (less than $3K a month per last 10-Q filing) yet they just "claimed" they're supposedly going to re-start and conduct a phase 3 level trial. They have no cash for that? They'd need every dime of that Magna credit line and then some IMO to even put a down payment on a decent, FDA quality phase 3 trial. (REMEMBER MIRROR, being "fully funded by Bioheart"??) How'd that work out? They HAD NO CASH to fund it- never did.
d) BHRT has no cash to run a share buyback program? That's comical IMO. Read the supposed "share buyback" PR. It's so loaded with "might" "if" "maybe" "possibly" "if the time is right" blah, blah, blah SAFE HARBOR same old story. It of course gives no dollar amount(s) allocated over what time period for the “possible/might/maybe/perhaps ole “share buy back ( a company share buy back will typically announce what portion/maximum amount of cash reserves may be used for the buy back and over what time frame – as in “a maximum of $1 billion over the next 12 month period” of similar wording.). The way the BRHT PR is written- if then buy no shares back or buy one shar back then the PR is true- makes no difference SEE SAFE HARBOR and every word of disclaimer that it may/might/maybe won’t happen and can be cancelled at any time no notice needed and none will be given blah, blah, blah what a surprise. (Remember ONE PATIENT ENROLLED in MIRROR PR? How much farther did MIRROR ever go after that- 1.5 yrs later? Yep.) What cash do they have to buy back shares- let alone in a quantity to even remotely make a dent in the massive on-going, continual dilution? Read the last filed 10-Q, BHRT was still, despite the big "revenue" claim- still paying common bills by issuing common stock shares- for a whole slew of things, as they HAVE NO CASH. They finished the last qtr with $46K total cash on-hand despite "revenues". Top line revenues made NO DIFFERENCE to their cash desperation situation as their expenses out grew "revenue" results- especially after the high cost of sales. Look at the gross margin last qtr- it was dismal. They banked about 10% on the top line revenue- nowhere even remotely close to enough cash to fund even their base salaries and bonuses- let alone actually run and conduct business and all the other expenses plus debt they face.
e) They're not producing any positive cash flows that could be used to pay down debts? What page of their SEC filings shows that to be true? Again, they finished last qtr with a grand total of $46K cash on-hand, and they didn't pay down any major debts using cash? They had one debt discharged as the creditor was willing to take a write-off on it. The other debt reduction was primarily via debt to equity swaps done by some insiders. They weren't paying off any major debts using any internally generated cash? It simply isn't true per their own financials? What page of a SEC filing shows that happening?
f) Again, "revenues" aren't even close to producing enough internal cash to pay even the base salaries and bonuses to just 2 people in the company. "Revenues" first have to have COST OF SALES subtracted before any cash is banked- look at the statement of operations and see what they banked versus what they spend. Also, their loss from operations is actually LARGER yr over yr for the same period of the latest 10-Q filing for 2014 versus 2013. And that's after cutting R&D by over $400K in just this yr alone, and far more over the past 2 yrs- diverting cash from R&D to pay who knows what? WHAT cash is going to fund this supposed Phase 3 "re-start" of an FDA level trial? The INSTANT that spending is added back in to their cash flow statement and statement of operations (if it ever actually is, as in they ever actually re-start and fund a phase 3 trial again, as in remember MIRROR?)- the INSTANT those expenses would hit, they'd be even more cash poor, more cash flow negative, need to tap Magna for major dilution etc. As they do not have one dime of cash reserves and even while spending a pittance of $3K a month on R&D (which does not fund any trials- LOL) they still aren't self generating even close to enough cash to pay their own bills and not using toxic borrowing to survive. Just read the last 10-Q "statement of operations" or "statement of cash flows" and then the "going concern warning", it's all their in the FACT BASED SEC filings. You know, the "facts" part.
g) "future SEC filings are going to show or prove this"? One knows already what's coming in a public traded company's future SEC filings-like they've been told insider trading information? How would anyone but a corporate Sr. Officer be able to say "what's coming" in the next 10-K filing for example? How is that possible to know?
h) LOL, "NOW, revenue is being generated to a point in which BHRT can pay off expensive debt and pay staff reasonably for their hard, dedicated, and effective work."
Revenue is NOT being generated to a point to "pay off expensive debt"?? Again, where on their accounting entries is that fantasy happening? They discharged a key debt- they didn't use cash to pay back one dime on it? There filing is loaded with inter-party "related notes" and borrowing from Peter to pay Paul, only later to pay the "new" note back with interest, etc. Northstar is still owed money and earning and being paid w/ interest- while other debts total over $10 million. Just accounts receivable last qtr exceeded $2 million w/ $46K cash on hand (essentially insolvent IMO, and their own Sr. mgt SEC filed "going concern warning" I believe backs that up). Pay staff reasonably? What "staff"?? The entire company is a few "employees" and the only ones getting richly paid are TWO, who now per the SEC filing "exec compensation table" are receiving over $1,575,000 between the two of them as the common shares have hit and are hitting, all, all, all time lows while at the same time being diluted out at an incredible pace- over 300 MILLION shares in the approx past 1 yrs and about 50 MILLION more share just from around Nov 2nd 2014 to about early Feb 2015 via looking at the 10-Q filing versus the "proxy vote" SEC filing O/S share counts and doing the math. Over a $million a yr in compensation as your common shares have lost over 98% of their value "on your watch"?? In what alternate universe is that "normal" in any company, let alone a public traded stock firm? "performance" like that isn't usually "rewarded" - it typically ends up in some people being sent packing from my experience watching what BOD's do when their common shares are nearly wiped out or experience extreme loss of value as this company has? Bonuses and large base pay increases- as the common shares have been devastated? Makes ZERO sense IMO. None. Especially when they're paying common bills by issuing dilutive shares of stock (see any 10-Q or 10-K filing "subsenquent issuances" of shares, usually at the bottom area of the filing)
So yeah, lets stick to FACTS versus made up non-facts. Totally agree.
My .009 cents worth.
Everything just explained, is IMO right there in plain accounting form- on their own SEC filing, latest 10-Q, "statement of operations" - the rising costs, the increase in loss from operations (not positive cash flow, blah, blah), the enormous rise in expenses on the general/admin expense line, the low margin on the latest qtr's top line "revenues" which means they banked hardly anything on them (cost of sales ate it all up), etc
LOL BS: "SEC filings don't lie, The CEO was given $47K in currency with the rest deferred..."
"in currency"??
PAGE NUMBER of SEC FILING and WHAT SEC FILING???
Where?
Here is the SEC EDGAR database containing EVERY SEC FILING BHRT has ever submitted to the SEC. Just pick which one and the exact page number and copy the text verbatim that shows $47K.
Also, any "deferred" supposed imaginary unpaid compensation must then be "carried on the books" as "deferred compensation" (or a very similar term) on the company's balance sheet entries (as it's now a debt/monies owed) so what page and line entry is that on also? And what is the value of that entry- for all these past unpaid amounts? Where is it being accounted for?
Company's don't get to publish "executive compensation" tables in one part of their 10-Qs and 10-K's and then just NOT PAY IT but have those monies owed just vanish? It MUST be entered on to their ledger/balance sheet and carried forward until paid. On what page of what SEC filing is that? What amounts and what line entries in what SEC filing (10-Q latest would HAVE TO include those entries- as it has the balance sheet and statement of cash flows included)
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001388319&owner=exclude&count=40&hidefilings=0
Would love to see it.
LOL BS QUOTE, "it came to $47K per the audited 10Q- for 3quarter. He is working for free and will only make money when the company makes money or gets bought. "
1) 10-Q' are NOT AUDITED, so that is incorrect right there. It says so right in the 10-Q, "un-audited". Only the end of yr 10-K is ever audited.
2) NOWHERE in any 10-Q, let alone the 3 qtr 10-Q does it list, say, state or anything to the effect that CEO Tomas only received a supposed $47K total in pay?? NOWHERE.
What page of the 10-Q is this imaginary statement on? What page and the exact wording? IT DOES NOT EXIST and is not "audited" which means BS right there.
Pure MYTH that this CEO is "working for free". EVERY YEAR the SEC filings have contained an executive compensation table and every yr at least since 2012 the CEO and CSO are shown receiving very large pay increases to not only their base pay rates, but also large cash bonuses. AND NOWHERE, NOWHERE in any SEC FILING does it indicate they are not being paid those BOD approved salaries and "other" compensation. PURE MYTH.
WHY would the BOD approve raises each yr and why would the company furnish a EXECUTIVE COMPENSATION TABLE, a detailed one, IN EACH SEC FILING- if those executives per some myth are supposedly not being paid yr after yr? WHY would that table be in the SEC filings and why would the corresponding expense line entry for general/Admin expenses be seen rising proportionately too? Why?
LOL QUOTE: "Biotech companies dilute don't mean they go BK LOLzzz"
A great many companies that trade on the OTC and ever reach true "penny" status, as in 50 cents or 25 cents by statistical facts do end in BK.
Passing well over 600 MILLION shares O/S on a sub ONE CENT share price- is a sign IMO that a company is in serious, serious trouble. A great deal of the most profitable and largest companies trading on the NYSE and the NASDAQ to not have that number of diluted common shares O/S. I can list 100's of them- cash generating, profit monsters with far, far less O/S shares, and they pay dividends too boot.
When a company gets to true "penny" as in SUB PENNY, like .009, .008, .007 and even .0066, with market caps like a pittance of say barely $5 million dollars, w/ essentially almost no staff (2 people plus a few others), w/ essentially no assets as in $250K total to their name against immediate debts exceeding $10 MILLION, w/ essentially no or little cash at any given time, for example as in $46K cash end of last qter (despite so called "revenues") per their last SEC filing, etc- per all market research, numerous academia studies, the SEC warnings itself, etc- a great, great numbers of companies that ever reach sub ONE CENT do in fact end in BK, a vast percentage of them. Just easily researched and easily verifiable market data FACT.
And NO, top line "revenue" per their own SEC filings has not made a difference to their cash desperation situation or lack of need to continue to use toxic, "convertible debt" financing- they did toxic notes as recent as Oct 2014, despite "revenues" as their expenses have risen faster than any bottom line revenues after cost of sales- see 10-Q filing, statement of operations. They are not generating even close to enough cash to be cash flow positive or not rely on dilution or toxic debt financing- nothing in the last 10-Q showed that to be true. Their LOSS FROM OPERATIONS is LARGER in 2014, yr over yr, for the same period in 2013 due to massive expense increases, and despite R&D spending being cut to nearly zero (less than $3K a month). $3K a month funds nothing in terms of a phase 3 trials. The INSTANT they put back in any R&D expense line costs for an actual "trial" (like MIRROR that never actually got "funded" as claimed) their cash situation will only get that much more worse. Simple as that. READ THE "financials" in the SEC FILINGS- it's all there.
From the company's own 10-Q, most recently filed, PAGE 12:
"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 nine months ended September 30, 2014, the Company incurred an operating loss of $1,247,199 and used $747,184 in cash for operating activities. As of September 30, 2014, the Company had a working capital deficit (current liabilities in excess of current assets) of approximately $10.0 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.
The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern."
See their own financial entries- the OPERATIONAL LOSS in 2014 is going to EXCEED THAT OF 2013, despite top line "revenues" and despite over $400K being hacked out of the R&D expense line. It's right there, plain as day. They're not cash flow positive- not even close. Let alone they're not funding any phase 3 supposed "trial" right now- which would blow those expenses off the chart and put um deep, deep cash deficits, worse than even those numbers in that table below. Simple accounting realities. And their continual GOING CONCERN WARNING reflect that reality. "revenues" when exceeded by INCREASING EXPENSES change nothing when it comes to cash being generated. If one spends $1.10 or $1.25 for ever $1 generated of "revenue" they either borrow endlessly or eventually go broke- it's just that simple. It's biz 101 basics. Companies with over a $BILLION in revenues go broke all the time- Radio Shack being the most recent example. They just filed full-on BK w/ annual "revenues" of about $3.5 BA BILLION annually. Made no difference- as their "expenses" exceeded their revenues.
Look at the last 10-Q and ask why a financially healthy, cash positive company pays ordinary bills in SHARES OF COMMON STOCK??
Last 10-Q, PAGE 27:
"Subsequent issuances
On October 3, 2014, the Company issued 514,886 shares of its common stock as payment of $70,521 interest on its Northstar (related party) debt.
In October 2014, the Company issued 1,818,182 shares of its common stock in settlement of $20,000 of convertible debt.
In October 2014, the Company issued 1,293,103 shares of its common stock in settlement of $15,000 of convertible debt.
In October 2014, the Company issued 2,260,764 shares of its common stock in settlement of $18,000 of convertible debt and accrued interest of $2,120.
In October 2014, the Company issued 552,846 shares of its common stock in settlement of $5,500 of convertible debt and accrued interest of $1,300.
In October 2014, the Company issued an aggregate 2,773,549 shares of common stock for consulting services.
In October 2014, the Company issued 538,875 shares of common stock in settlement of accounts payable."
Quote: "Ok. How much is the ACTUAL amount of "cash" that Mike Tomas was given in "cash" compensation in 2014>?"
Do the math.
Here's his compensation PER THE COMPANY'S SEC FILING- cite any other information contrary to their own SEC filings. Since he got a very large raise in mid 2014 one will obviously have to use prorated calculations in their math to compute the 2013 pay rate up until mid 2014 when the large raise was given- and then compute the remaining amount for 2014 post the pay increase.
From the last filed 10-Q, PAGE 23:
"Employment agreements
On July 28, 2014, the Company’s Board of Directors approved the 2014/2015 salary for Mike Tomas, Chief Executive Officer, at $525,000 per year, beginning July 1, 2014 with an incentive bonus ranging from $150,000 to $500,000. In addition, the Board of Directors will grant Mr. Tomas options to be determined on or before June 30, 2015. The Company’s Board of Directors approved a bonus of $500,000 and options to acquire 10,000,000 shares of the Company’s common stock for ten years with four year vesting and a cashless exercise provision at an exercise price equal to the five day average closing price of the Company’s common stock as of August 1, 2014. The cash bonus may be paid in the form of a six month promissory note."
Given that raise in mid 2014, the base pay rate alone at present (THAT HE COLLECTS EACH MONTH) is:
$525,000 / 12 = $43,750 per month he receives in base pay alone since July 1, 2014. Then add in the bonus amounts etc. Simple math.
All in the SEC filings - and the "marketing, general, admin" expense line of course can be seen increasing massively at the same time as the Tomas and Comella large base pay raises and bonuses were issued- as one would expect from an accounting standpoint.
See PAGE 5, same 10-Q filing (most recent) "Condensed Statement of Operations". Salaries and bonuses of course per standard accounting are entered and listed under the expense line entry titled:
"Marketing, general and administrative"
It's all there, just read the SEC filing, the latest filed 10-Q.
BS QUOTE, "One 100K note from December is long ago sucked up. "
SEC filing page number with name of issuer of $100K note, when issued, when paid back or converted in imaginary "December", how many shares were issued to pay it back or how it was paid back, etc
Else, it did not happen. SEC FILING PAGE reference and details or it DID NOT HAPPEN.
EVERY debt paid back, every "note" paid back, how much, when, name of note holder, etc is IN THE 10-Q or 10-K filing. ALWAYS w/o exception.
And NO $100K "one note" was "sucked up in Dec"?? Never happened? Dec of what year? Who held the note? What page of what SEC filing is that listed on, the "sucking up the note" and all?
SEC filing and page number, else it's just BS.
BS QUOTE "Are these opinions or facts? Looking more like pure speculation to me.."
Well, then that's implying that the company's own, duly filed SEC DOCUMENTS are untrue per the statement above. Or that the company's own duly filed SEC DOCUMENTS are "speculation" I guess according to some?
Because every line, every word detailing those convertible debt deals, when they were borrowed, and WHEN THEY COME DUE and at what steep discount conversion rate (47% for example) - ALL of that information is straight from the company's own SEC filings, complete with page number given and verbatim copying of the exact, line for line text and info in those SEC filings.
Me personally, I stick with the SEC FILINGS over stock board info or other sources. The SEC filings are binding and written and signed off by Sr Mgt and when the 10-K end of yr filing is sighted, that one is even audited by the company's own outside auditors who then also sign off on it- via a fiduciary obligation (legally binding) that what's in that SEC filing is true and accurate.
Cite any other SEC filings or documents to show that what was states is not true or is "speculation" etc. Would love to see that information.
Actually I'm 100% CORRECT and use the company's OWN SEC FILINGS every time to prove I'm correct.
Site a SINGLE PAGE, an EXACT PAGE from any BHRT SEC filing that proves I'm incorrect.
If it's not in their SEC filings then it's not true. EVERY material event, financial, financing event, debt owed, expense or similar related/topic or issue is in their duly filed SEC filings (a 10-Q is a quarterly filing a 10-K is an end of year "roll up" of all the yr's 10-Q filings)
I sighted the exact convertible debt deals coming due, with their exact due dates and the exact page and verbatim information FROM THE COMPANY'S OWN SEC FILINGS to prove I'm 100% correct. The pages I sighted show the name of the firm that BHRT borrowed from using toxic, convertible debt, the date they initiated that borrowing, the interest rate and conversion discount, and then the DUE DATES of when the money is either owed back or by which time the note holder WILL CONVERT THE DEBT TO FREE TRADING SHARES. PERIOD.
Those convertible debt deals have NOTHING to do with the Manga "credit line" and NOTHING, ABSOLUTELY NOTHING to the insider's "debt to equity conversions" done at .04. NOTHING. No relationship between one issue/set of events and the other. ZERO. NONE.
NOTHING as been offered or presented to counter those points/arguments and prove them to be "BS" or untrue.
Thus, they stand as 100% CORRECT.
Toxic debt/conversions all coming due. Wonder why maybe Jan/Feb was the time BHRT has taken such a royal drubbing? Look at what convertible debts were coming due.
ASHER, and for a large amount, potentially $183K worth (at least whatever they hadn't chosen to already convert) was all due by Feb 16, 2015, a few days ago.
Example of how bad the dilution can be if the price is in this 1 CENT, .009 cent range.
Lets say Asher had $50K left owed on that note they wanted to convert in say Jan/Feb cause it was all due only a few days ago, Feb 16th, 2015.
Asher gets a 45% discount on the shares to the avg of the lowest 3 days market closing, blah, blah, blah.
So 1 CENT X .55 (the 45% discount) = .0055 Asher pays per share max.
So to convert $50K debt they were owed under this scenario- how much dilution is that?
$50K / .0055 = 9 MILLION shares of dilution would have been issued to Asher, for just $50K owed on those past notes.
Now just look at the line-up of notes all coming due in the next several months- and imagine the dilution if the price is in this present price range.
Wonder what's in store coming up for the stock price- as far as on-going continued dilution do to convertible debt deals coming due? As in, 10's of MILLIONS of low priced shares about to be issued (look at the discount ratios below: 45%, 47%, etc). Looks like the SUMMER OF DILUTION/CONVERSION is coming IMO.
Here's the due dates of what's gob smacking this stock IMO:
Asher $183K (or at least a portion of it) due or converted by Feb 16, 2015
Daniel James $60K due or converted by May 29th, 2015
Fourth Man $50K due or converted by June 26th, 2015
KBM Worldwide $38K due or converted by July 8th, 2015
Magna $205K/$307K note due or converted by Aug 7th, 2015
Daniel James $25K due or converted by Oct 2nd, 2015
If the price stays around this range- that might easily be 40 MILLION to say perhaps approx 60 MILLION shares (maybe even more) of pure dilution those firms will convert and sell/dump onto the market as free trading shares- and it's coming due one after another after another after another.
Let alone what will happen if BHRT then makes a draw on the Magna credit line plus the 9 MILLION shares already paid to Magna as "up front fees" (and NO, they are not "restricted" as was stated previously- they're paid and in Magna's hands. Period.)
Last filed 10-Q:
PAGE 26:
"KBM Worldwide
On October 6, 2014, the Company entered into a Securities Purchase Agreement with KBM Worldwide, Inc., 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 July 8, 2015,. The Note is convertible into common stock, at holder’s option, at a 45% discount to the lowest daily 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 and accrued interest at 150%, and any other amounts.
Daniel James Management
On October 3, 2014, the Company entered into a Securities Purchase Agreement with Daniel James Management, Inc., for the sale of a 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 October 2, 2015. The Note is convertible into common stock, at holder’s option, at a 47% discount to the lowest daily 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 and accrued interest at 150%, and any other amounts.
Magna Equities, LLC
On October 7, 2014, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Magna Equities II, LLC, a New York limited liability company (“Magna”). The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, Magna shall purchase from the Company, a senior convertible note with an initial principal amount of $307,500 (the “Convertible Note”) for a purchase price of $205,000 (an approximately 33.33% original issue discount). Pursuant to the Purchase Agreement, the Company issued the Convertible Note to Magna. The Convertible Note matures on August 7, 2015 and, in addition to the approximately 33.33% original issue discount, accrues interest at the rate of 12% per annum.
The Convertible Note is convertible at any time, in whole or in part, at Magna’s option into shares of the Company’s common stock,"
10-Q, prior to last one, the 2nd qtr of 2014, PAGES 14 and 15:
"Asher Notes (During this year)
During the six months ended June 30, 2014, the Company entered into a Securities Purchase Agreements with Asher Enterprises, Inc. (“Asher”) or affiliates, for the sale of 8% convertible notes in aggregate principal amount of $183,000 (the “Asher Notes”).
The Asher Notes bear interest at the rate of 8% per annum. As of the quarter ended June 30, 2014 all interest and principal must be repaid nine months from the issuance date, with the last note being due February 16, 2015. The Notes are convertible into common stock, at Asher’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. The Company has identified the embedded derivatives related to the Asher Notes.
These embedded derivatives included certain conversion features and reset provision. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of Asher Notes and to fair value as of each subsequent reporting date, which at June 30, 2014 was $278,495. At the inception of the Asher Notes, the Company determined the aggregate fair value of $355,447 of the embedded derivatives.
Daniel James Management
During the six months ended June 30, 2014, the Company entered into a Securities Purchase Agreements with Daniel James Management (“Daniel”) for the sale of 8% to 9.5% convertible note in aggregate principal amount of $60,000 (the “Daniel Notes”).
The Daniel Notes bear interest at the rate of 8% to 9.5% per annum. As of the quarter ended June 30, 2014, all interest and principal must be repaid one year from the issuance dated, with the last note being due May 29, 2015. The Daniel Notes are convertible into common stock, at holder’s option, at a 47% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. The Company has identified the embedded derivatives related to the Daniel Note. These embedded derivatives included certain conversion features and reset provision.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of Daniel Notes and to fair value as of each subsequent reporting date which at June 30, 2014 was $105,778. At the inception of the Daniel Note, the Company determined the aggregate fair value of $126,337 of the embedded derivatives.
Fourth Man, LLC
During the six months ended June 30, 2014, the Company entered into a Securities Purchase Agreements with Fourth Man, LLC. (“Fourth Man”), for the sale of an 8% to 9.5% convertible note in the aggregate principal amount of $50,000 (the “Note”).
The Notes bears interest at the rate of 8% to 9.5% per annum. As of the quarter ended June 30, 2014, all interest and principal must be repaid one year from the issuance dated, with the last note being due June 26, 2015. The Notes are convertible into common stock, at Fourth Man’s option, at a 47% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. The Company has identified the embedded derivatives related to the Fourth Man Notes. These embedded derivatives included certain conversion features and reset provision."
Another drubbing of a week- closing in the SUB ONE CENT range. It flat-lined from 1:17 PM Eastern to just moments before the close again, not posting a single trade until 3:54 Eastern when they ate up the last blocks on the Bid at .009, with the next levels below that back at .0082 and then a big chunk at .008. BMAK sat on the Ask with a 10K share block at .0094, all afternoon, that never got a fill- I think they're the day's "capping" price when they park on that Ask like that, IMO.
With that line-up of toxic, convertible, dilutive notes all coming due only a few months out (and remember, they all have the right to convert those to shares ANY TIME THEY WANT, including right now, just read the language in each financing statement above) with all that dilution conversion coming due- I just think these shares are going to be under tremendous down pressure for a long while IMO. Could be wrong- but that's an entire line-up of toxic notes coming due one after another- essentially one due every month through the entire summer. Brutal IMO.
Auger08 Quote, "The company is clearly diluting but everyone else is the bad guy except them. Oh ok, I get it, great investment thesis."
EXACTLY !!!!!!!!!!!!
Always the "manipulation" bogey man or now these vague "stock manipulators" (whoever they are) doing it all out there.
Never the simple fact that 300 FREAKING MILLION plus shares of pure, raw, GRADE-A dilution gets piled on in about a 1 yr period, and especially when a good chunk of that dilution is tied to firms (of well known and "notoriously" brutal and infamous/notorious penny stock lending fame) like Asher, Magna, Daniel James, Fourth Man, KBM World Wide, etc. How is that reality eventually IMO NOT going to cause some "chickens to come home to roost" sooner or later? How? What company, a thin traded penny stock can possibly absorb all that w/o some end consequences to the common shares? I don't get it?
The company Sr. Mgt willingly dilutes, correct? I mean they've given themselves enormous pay raises despite the company being near cash broke at any given time ($46K total cash as of close of last 10-Q filing) - but it's never those bonuses and raises and all the cash they require either. It's the "stock manipulator bogey man instead"? Really?
Just 2 people of a tiny, 4 or 5 person total "employee" company- just 2 of um now consume/require $1,575,000 annually just to pay them their base pay package and their promised "cash" bonuses. TWO PEOPLE will use more than 50% a yr of the entire recent Magna $3 million-over-24-month "credit line" facility that BHRT just willingly inked and signed up for.
CEO/CSO now consume: $525K base + $500K bonus + $250K base + $300K bonus $1,575,000 by my math? All while the stock was hitting its all, all, all time lows (low of .0063 in Dec 2013 and $800K bonuses were handed out in mid 2014 I believe).
Yep, it's always that bogey man out there- the "manipulators" and all the rest. NOT the finishing a qtr with a grand total of freaking $46K CASH against over just "accounts payable" of $2 MILLION bucks that might freak some people out a tad, plus $10 MILLION in immediate debts? NOOoo.
From last filed 10-Q, PAGE 12: (the part NO ONE IS SUPPOSED TO READ I GUESS?)
"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 nine months ended September 30, 2014, the Company incurred an operating loss of $1,247,199 and used $747,184 in cash for operating activities. As of September 30, 2014, the Company had a working capital deficit (current liabilities in excess of current assets) of approximately $10.0 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.
The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern."
BUT, check out that compensation table in light of that GOING CONCERN WARNING? Not like a healthy 10% raise or something in tough times. It's a DOUBLING of the base pay in 2 yrs, to just 2 people. WHO in this economy has been doubling their pay in 2 yrs and getting large cash bonuses as "kickers" too boot? No one I know, that's for sure? But that's just me I guess? Most companies I'm familiar with - are in "no raise" to "low, low raise" and cut, slash, and burn mode for the past 4 yrs. Go figure on that one? Makes ZERO sense IMO?
LOL Quote, "I'll join a class action lawsuit if one comes to fruition."
For what? For the company, BHRT's free choice to essentially make endless use of stock dilution and essentially endless use (willingly, by choice of the Sr Mgt of the company) to use convertible debt, "toxic" (That's what the SEC calls it) floorless highly dilutive financing? (Magna, Daniel James, Asher, Fourth Man, KBM World Wide) just to name a few?
Or for Sr. Mgt doubling the O/S shares from less than 300 million only about 1 yr ago to now over 600 MILLION today (and recently increasing the A/S shares from 970 MILLION to 2 BILLION available)- all while essentially doubling their own base pay and paying out large cash bonuses since at least 2012, reaching a total of $800K in cash bonuses in 2014, as the common stock had been hitting all, all, all time lows?
Really? What would this imaginary "class action" suit supposedly be for exactly?
Here's the SEC's own statements on the dangers and likely negative, often devastating affects to a company's common share price- the SEC's own commentary on a) Dilution and b) Dilution especially when coupled to "toxic" convertible debt- and company's who willingly and freely choose to go that route to finance their business, pay their own salaries and bonuses, etc
http://www.sec.gov/answers/convertibles.htm
Seems crystal clear IMO. THEE SEC makes it clear that use of dilution and "convertible floorless debt" (they call it toxic, death spiral and ratchet financing) - is often devastating to the common share price of a stock in the end. Their words, not mine.
Oh, and BHRT willingly used "Greystone Capital" more than once over the years- willingly by the Sr. Mgt's free choice. So not sure who would be at fault there? Makes no sense IMO?
Last filed 10-Q, PAGE 13:
"NOTE 5 — STANDBY EQUITY DISTRIBUTION AGREEMENT
On November 2, 2011, the Company and Greystone Capital Partners (“Greystone”) had entered into a Standby Equity Distribution Agreement (the “Agreement”). Pursuant to the Agreement, Greystone had agreed to provide the Company with up to $1.0 million of funding for the 24-month period following the date a registration statement of the Company’s common stock is declared effective by the SEC (the “Equity Line”). The registration statement went effective on February 10, 2012. The Agreement automatically terminated on the first of April, 2014 (the first day of the month next following the second (2nd) anniversary of the Effective Date)."
But that wasn't the only time that Bioheart Sr. Mgt WILLINGLY went to "Greystone Capital Partners" seeking THEIR MONEY to use- it happened prior too.
2013 filed 10-K, PAGE F-23:
( BHRT Sr Mgt liked Greystone's MONEY SO MUCH and wanted out of the "Bluecrest loan mess" (part of their loan DEFAULT HISTORY) that they, the Sr Mgt WILLINGLY sought out ole Greystone and WILLINGLY took their money- to help pay their way out of the Bluecrest Master Fund loan- again, part of their chain of loan default histories.)
Look at how many times BHRT WILLINGLY went to "Greystone" and willingly took and used THEIR MONEY. Page F-23:
"On July 8, 2011, BlueCrest agreed with the Company and Greystone Capital (“Greystone”) to split the note evidencing the Loan into two notes aggregating the outstanding principal balance, with the new note being in the principal amount of $140,380, the amount of the monthly payment due on the BlueCrest loan (the “New Note”). The New Note was assigned to Greystone in consideration for a payment by them to BlueCrest of $140,380, and thereafter exchanged for a new Convertible Note. In July 2011, the Company issued an aggregate of 3,829,001 shares of our common stock in connection with the conversion of the $140,380 convertible note.
On August 1, 2011, BlueCrest agreed with the Company and Greystone Capital (“Greystone”) to again split the note evidencing the Loan into two notes aggregating the outstanding principal balance, with the new note being in the principal amount of $139,728, the amount of the monthly payment due on the BlueCrest loan (the “New Note”). The New Note was assigned to Greystone in consideration for a payment by them to BlueCrest of $139,728, and thereafter exchanged for a new Convertible Note. In August 2011, the Company issued an aggregate of 3,358,866 shares of our common stock in connection with the conversion of the $139,729 convertible note.
On September 1, 2011, BlueCrest agreed with the Company and Greystone Capital (“Greystone”) to again split the note evidencing the Loan into two notes aggregating the outstanding principal balance, with the new note being in the principal amount of $139,728, the amount of the monthly payment due on the BlueCrest loan (the “New Note”). The New Note was assigned to Greystone in consideration for a payment by them to BlueCrest of $139,728, and thereafter exchanged for a new Convertible Note. In September 2011, the Company issued an aggregate of 5,769,150 shares of our common stock in connection with the conversion of the $139,729 convertible note.
On October 1, 2011, BlueCrest agreed with the Company and Greystone Capital (“Greystone”) to again split the note evidencing the Loan into two notes aggregating the outstanding principal balance, with the new note being in the principal amount of $139,728, the amount of the monthly payment due on the BlueCrest loan (the “New Note”). The New Note was assigned to Greystone in consideration for a payment by them to BlueCrest of $139,728, and thereafter exchanged for a new unsecured convertible promissory note, bearing interest at the rate of 8% per annum, payable at maturity and convertible into common stock of the Company at a price that is 65% of the average of the closing prices for the Company’s shares for the ten (10) days prior to the Lenders’ election to exercise its conversion right.
In October and November of 2011, we issued an aggregate of 5,497,487 shares of our common stock in connection with the conversion of the $126,154 convertible note.
•
In January 2012, we issued an aggregate of 937,242 shares of our common stock in connection with the conversion of $12,575 convertible note.
On November 1, 2011, BlueCrest agreed with the Company and Greystone Capital (“Greystone”) to again split the note evidencing the Loan into two notes aggregating the outstanding principal balance, with the new note being in the principal amount of $139,728, the amount of the monthly payment due on the BlueCrest loan (the “New Note”). The New Note was assigned to Greystone in consideration for a payment by them to BlueCrest of $139,728, and thereafter exchanged for a new unsecured convertible promissory note, bearing interest at the rate of 8% per annum, payable at maturity and convertible into common stock of the Company at a price that is 65% of the average of the closing prices for the Company’s shares for the ten (10) days prior to the Lenders’ election to exercise its conversion right.
•
In January and February of 2012, we issued an aggregate of 10,161,166 shares of our common stock in connection with the conversion of the $139,724 convertible note.
On December 1, 2011, BlueCrest agreed with the Company and Greystone Capital (“Greystone”) to again split the note evidencing the Loan into two notes aggregating the outstanding principal balance, with the new note being in the principal amount of $139,728, the amount of the monthly payment due on the BlueCrest loan (the “New Note”). The New Note was assigned to Greystone in consideration for a payment by them to BlueCrest of $139,728.82, and thereafter exchanged for a new Convertible Note. In February and March of 2012, we issued an aggregate of 9,838,710 shares of our common stock in connection with the conversion of the $139,728 convertible note.
On January 3, 2012, BlueCrest agreed with the Company and Greystone Capital (“Greystone”) to again split the note evidencing the Loan into two notes aggregating the outstanding principal balance, with the new note being in the principal amount of $139,728, the amount of the monthly payment due on the BlueCrest loan (the “New Note”). The New Note was assigned to Greystone in consideration for a payment by them to BlueCrest of $139,728, and thereafter exchanged for a new Convertible Note.
The loan evidenced by the New Note is in the nature of convertible debt evidenced by an unsecured convertible promissory note, bearing interest at the rate of 8% per annum, payable at maturity and convertible into common stock of the Company at a price that is 65% of the average of the closing prices for the Company’s shares for the ten (10) days prior to the Lenders’ election to exercise its conversion right.
•
In July through September of 2012, we issued an aggregate of 14,674,900 shares of our common stock in connection with the conversion of the $139,728 convertible note.
"
Wow, they sure like GREYSTONE'S MONEY IMO. They used um a LOT for borrowing. And remember- WHO TOOK OVER THE REMAINDER OF THAT BLUECREST LOAN IN THE END??? Ole NORTHSTAR, LLC. Yep. They created Northstar LLC (the insiders of the company and they have the remainder on that loan now)
SAME 10-K filing, last part of the "note splitting" with Greystone, Bluecrest and Bioheart:
Quote:
"On February 29, 2012, the Note issued to BlueCrest Master Fund Limited was assigned to Northstar Biotechnology Group, LLC (“Northstar”), owned partly by certain directors and existing shareholders of the Company, including Dr. William P. Murphy Jr., Dr. Samuel Ahn and Charles Hart. At the date of the assignment, the principal amount of the BlueCrest note was $544,267. See Note 8 below.
For the year ended December 31, 2012 the Company paid $263,560 in principal and $11,641 in interest."
So, I don't get it. What would some imaginary "class action" suit be for? What? DILUTION? USE OF loads of TOXIC, CONVERTIBLE FINANCING? What exactly and against who exactly? Makes no sense to me, IMO. None. Bioheart Sr. Mgt has been in 100% total control of every decision this company has made since it began (the present CEO 100% in control with the present Chairman of the BOD since mid 2010)- they willingly entered into every "financing" deal or any other deal for that matter. They took loads of "financing deals" and signed the papers and disclosures on every last one of um and they, the Sr Mgt has issued out, via their own, 100% total control- every last share of common stock dilution that has occurred.
My 2 cents.
Quote: "the scam looks like it is being run by two possibly three accounts.
probably running instant messenger between them so they know when to run the matched trades.
273,822 on the bid at $0.009 does that make sense to anyone? has anyone ever in his/her life sold stock like that? No. the Company believes that Bryan R Collins and his associates are targeting its security as the recent court documents have shown..."
1) Sounds like a lot of experience at running stock scams IMO? Seems to know all the inside baseball of how some supposed "scam" is run and works? Fascinating?
2) Yet to produce a single one of these mythological "recent court documents" which to me means they DO NOT EXIST. Show um, or they don't exist. Else, link to a public site where they are proven to be in the public domain (not insider trading info or similar) or they don't exist in my opinion.
3) Yet to produce a single public source of information where "the company", Bioheart claims or "believes" or publically discusses "Bryan Collins targeting the security" etc Thus again, this IMO is then pure myth. If it's not public or can be shown to be sources, then it's just made up IMO. WHERE is the company "on the record" discussing this person "Bryan Collins" and their, Bioheart's supposed belief he's a "stock manipulator" blah, blah, blah.
Laughable IMO that it's just never the PURE MASSIVE DILUTION or Asher, or Magna or Fourth Man or Daniel James- and all the toxic debt this company willingly signs up for (as they WILLINGLY signed up multiple times with Greystone Capital over a many yr period) - but how it's now some imaginary invented bogey man named apparently "Bryan Collins" - yet zero proof is ever actually shown or presented?
Fascinating IMO.
Quote" "I received an email from a member that is tracking the court proceedings that an injunctive hearing was taking place yesterday.. she lives in Florida, not sure if she went to the courthouse or is buying them online or has PACER>? the court documents are located on the BHRT forum.."
What supposed "email"? Where? If it's not shown then it doesn't exist IMO. "from a member"?? MEMBER OF WHAT? This is I-HUB? What "member"?
"the court documents are located on the BHRT forum"??
THIS IS THE BHRT FORUM? I don't see any "court documents" posted anywhere? Where are they? I don't see um?
"she lives in Florida"? She who? Anyone can claim a "she" exists, etc? Who? Who has this information and how?
If it's not sourced and public, then it does not exist or is insider trading or being sent via non-public means via a public traded company, IMO. I.e. "insider" information. I don't see a single, public source of any "injunction hearing" on any court site via an exhaustive Google search or any public statement from the company itself.
Nor do I see or have seen or read ANY public statement from the company in which they speak about "stock manipulation"- not in a PR, not on their corporate website, etc Again, then IMO it does not exist- or the company would make it public, if that is their belief. Let the regulators know if that's what they believe.
Quote: MORE TOTAL BS, "Greystone controlled the trading since 2011 until end of 2013 until the $3m was exhausted. Company found ASHER which got through until it generated $1.6m in revenues.
Trading since 9/2014 has been stock manipulation . the Company believes and is on the record stating such."
WHERE is any public, published statement FROM THE COMPANY and not a stock msg board that they, Bioheart discuss "stock manipulation"? WHERE DOES IT EXIST? WHERE is the source they, BHRT are "on the record"?
Uh, missing a few names, it's a whole lot more than ole "Asher" since 2013?? Not factual.
Last filed 10-Q:
PAGE 26:
"KBM Worldwide
On October 6, 2014, the Company entered into a Securities Purchase Agreement with KBM Worldwide, Inc., 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 July 8, 2015,. The Note is convertible into common stock, at holder’s option, at a 45% discount to the lowest daily 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 and accrued interest at 150%, and any other amounts.
Daniel James Management
On October 3, 2014, the Company entered into a Securities Purchase Agreement with Daniel James Management, Inc., for the sale of a 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 October 2, 2015. The Note is convertible into common stock, at holder’s option, at a 47% discount to the lowest daily 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 and accrued interest at 150%, and any other amounts.
Magna Equities, LLC
On October 7, 2014, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Magna Equities II, LLC, a New York limited liability company (“Magna”). The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, Magna shall purchase from the Company, a senior convertible note with an initial principal amount of $307,500 (the “Convertible Note”) for a purchase price of $205,000 (an approximately 33.33% original issue discount). Pursuant to the Purchase Agreement, the Company issued the Convertible Note to Magna. The Convertible Note matures on August 7, 2015 and, in addition to the approximately 33.33% original issue discount, accrues interest at the rate of 12% per annum.
The Convertible Note is convertible at any time, in whole or in part, at Magna’s option into shares of the Company’s common stock,"
10-Q, prior to last one, the 2nd qtr of 2014, PAGES 14 and 15:
"Asher Notes (During this year)
During the six months ended June 30, 2014, the Company entered into a Securities Purchase Agreements with Asher Enterprises, Inc. (“Asher”) or affiliates, for the sale of 8% convertible notes in aggregate principal amount of $183,000 (the “Asher Notes”).
The Asher Notes bear interest at the rate of 8% per annum. As of the quarter ended June 30, 2014 all interest and principal must be repaid nine months from the issuance date, with the last note being due February 16, 2015. The Notes are convertible into common stock, at Asher’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. The Company has identified the embedded derivatives related to the Asher Notes.
These embedded derivatives included certain conversion features and reset provision. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of Asher Notes and to fair value as of each subsequent reporting date, which at June 30, 2014 was $278,495. At the inception of the Asher Notes, the Company determined the aggregate fair value of $355,447 of the embedded derivatives.
Daniel James Management
During the six months ended June 30, 2014, the Company entered into a Securities Purchase Agreements with Daniel James Management (“Daniel”) for the sale of 8% to 9.5% convertible note in aggregate principal amount of $60,000 (the “Daniel Notes”).
The Daniel Notes bear interest at the rate of 8% to 9.5% per annum. As of the quarter ended June 30, 2014, all interest and principal must be repaid one year from the issuance dated, with the last note being due May 29, 2015. The Daniel Notes are convertible into common stock, at holder’s option, at a 47% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. The Company has identified the embedded derivatives related to the Daniel Note. These embedded derivatives included certain conversion features and reset provision.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of Daniel Notes and to fair value as of each subsequent reporting date which at June 30, 2014 was $105,778. At the inception of the Daniel Note, the Company determined the aggregate fair value of $126,337 of the embedded derivatives.
Fourth Man, LLC
During the six months ended June 30, 2014, the Company entered into a Securities Purchase Agreements with Fourth Man, LLC. (“Fourth Man”), for the sale of an 8% to 9.5% convertible note in the aggregate principal amount of $50,000 (the “Note”).
The Notes bears interest at the rate of 8% to 9.5% per annum. As of the quarter ended June 30, 2014, all interest and principal must be repaid one year from the issuance dated, with the last note being due June 26, 2015. The Notes are convertible into common stock, at Fourth Man’s option, at a 47% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. The Company has identified the embedded derivatives related to the Fourth Man Notes. These embedded derivatives included certain conversion features and reset provision."
They do "toxic" convertible debt financing CONTINUOUSLY and it's with a whole lot more firms than just ole "Asher". ALL IN THE SEC FILINGS, CLEAR AS DAY. ALL OF THEM = MASSIVELY DILUTIVE and done at horrible financing terms w/ mega steep share discounts. ON-GOING, NON STOP. Simple as that- it's all right there in black n white.
Quote BS " but the stock manipulation of matched trades, selling under the bid has caused buyers to stay away,"
Always some mythological "manipulation" rather than plain old DILUTION and SELLING.
Never any proof of "manipulation" actually shown. How does this mystery "manipulation" take place?
Versus say 300 MILLION shares of pure, raw dilution in an approx on yr period and just recently the use of Asher, Danial James, Fourth Man, KBM Worldwide and how Manga too (see latest filed 10-Q statements, all those toxic "note" deals are listed)- ALL "toxic" lenders, well known on "the street" as toxic, convertible debt, dilutive lenders of last resort to penny stock, micro and nano-cap companies.
It's always the mythological "manipulator" bogey man, but never the company's continual, unending use of pure dilution in massive amounts and non-stop use of toxic debt, convertible debt financing.
Here's the SEC's own statement on the effects of dilution combined with toxic, convertible debt lending being used by companies- what can be expected, or highly likely- as in share price depression according to THEE SEC:
http://www.sec.gov/answers/convertibles.htm
I'm sticking with the SEC's opinions and statements. I trust they know the stock business, how convertible debt lending works, how dilution works and affects stock prices better than anyone.
Quote: "It went from .008 to .08 last year so what is stopping it from doing it this year with even more revenues and advancements"
1) What a stock has done in the past has ZERO influence on how it will trade in the future. For one thing, this stock has more than twice the dilution now than it did just 1 yr ago, over 600 MILLION shares are now outstanding versus about half that one yr ago. Also, they now have a toxic financier named Magna involved with them in addition to toxic, convertible debt, highly dilutitive firms like Asher, Daniel James, Fourth Man and Daniel James at a minimum.
2) Just because they were able to run a PR hype and paid to promote campaign in one year that caused a fairly brief spike in the stock doesn't mean it will work in a different year. Notice the "it went to .08" part? How long did it stay there at .08? I believe it was exactly one trading day if memory serves me (I'll check a historic chart later) and then it collapsed over 50% the very next day or two to about as low as .035 if I remember. It then bounced back up to maybe the .06 area and began a steady, essentially unbroken decline to now SUB ONE CENT. That's not an "investment" IMO. That's like playing a Vegas gaming table or just plain gambling to me. It's nearly impossible that everyone buys the perfect bottom and then sells the top in those rapid run-up, then rapid collapse scenarios. What value did that spike/run-up ever actually ad to the company? NONE, IMO.
3) Last yr and the yr prior before it was run-up using a variety of methods- it made it's lows in the Dec time frame for the most part and had already started moving off bottom by Feb. We're now almost out of Feb and despite a barrage of PR and all kinds of "news" or whatever one wants to call it- it's gone nowhere, just slowly sinking on a 9 month plus near continual, un-broken downtrend. Could they get it to "pop" maybe? Of course anything is possible. What's the point of a one time pop? Is that healthy for the company? There's no real buying interest now or for the past 6 plus months? The stock has been in steady decline. So what method would they use to get it to pop and make a run-up? Another paid penny "promotion" again or similar? How is that a successful business that is worth more in the long run? It's not even looked favorable upon IMO, to use paid-to-hype "promotions" and cause rapid run up and then just as rapid declines- there's a name for those scenarios and they have negative connotations and are most notorious for penny stock scenarios IMO.
4) Top line "revenues" do not equal less losses or positive cash flow or profit. Bioheart's last 10-Q shows they are on track to take a LARGER loss from operations this yr than in 2013. It's plain as day IMO reading their statement of operations- they're spending far more than any "revenue" that's come in so far (top line revenue - cost of sales = cash to their accounts). Their general/admin expense line has nearly doubled yr over yr. And now they're going to most likely have huge legal bills added among other things and they also sand bagged the numbers this yr so far IMO via cutting R&D expenses to near zero, cutting out over $400K in R&D this yr and far more than that over the past 1.5 yrs. So of course that help make cash use look less- but what is a "medical research and development" company really doing then if they have no R&D budget?
5) "advancements"?? I personally am not aware of any real "advancements" IMO? MIRROR for example never even happened and got cancelled with no explanation even given. Neither of their other key trials have "advanced" one iota either- sitting parked where they've been since apporx. the 2009 time period. I don't know what "advancements" have been made? Makes no sense to me? For example, an entire PR barrage was put out about a supposed "South Africa partnership" and even a "facility grand opening" in South Africa and "millions to be reached with Bioheart treatments" etc. Well, then the latest filed 10-Q came along AFTER all those vast PR "claims" were made- and the 10-Q told quite a different story IMO.
Page 23, latest filed 10-Q:
"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? "intention"?? No PR ever said it was an "intention" the PR siad IT ACTUALLY HAPPENED, as in done, completed and moving ahead? NEVER had a "legal contract/entity" (the PR said a PARTNERSHIP was already formed?) and "no material events happened" etc? What? But the grand sounding PR's said it was "open and doing business" and "facilities had been modified" and "equipment installed" and a "grand opening" took place and more? How could no "material expenses" have not have been incurred if all that "stuff" including travel alone took place? HOW is that even possible to reconcile the PR "claims" to that SEC filed 10-Q statement above? I don't even see how it's possible? And no, I don't think the "SAFE HARBOR" covers an entire claim of a "grand opening of a new facility" and "patients were treated" etc but then again, as seems to be a pattern IMO, it all apparently never quite really "was" as described? HOW is that even possible? How?
6) They just pitched a big ole slide show and conference call and all about supposedly a "re-start" of a large phase 3 trial. They don't have any cash or reserves or budget to fund that as of last qtr? They finished last qtr (despite the top line "revenues") with a total of $46K cash on hand against major debts, just immediate debts of $millions. $46K cash is teetering on insolvency- and their own "going concern warnings" in multiple places in that 10-Q made that clear IMO. Also, their continued use of more toxic, convertible debt financing deals for micro pittance amounts like $25K and $38K at a time to KBM and Daniel James Oct of 2014 further, IMO, confirm they were desperate for cash- taking on any desperation "convertible debt floorless note" financing that any hedge/lending firm would offer them, at horrible terms like 45% share discounts on conversion (it's ALL in that last 10-Q, the last filed). What's going to fund a trial- which would mean ramping R&D spending way, way back up? Where's that money going to magically materialize from? Remember the MIRROR TRIAL, the big phase 3? The one that PR claimed was "FULLY FUNDED BY BIOHEART" all except the part that it NEVER ACTUALLY HAPPENED and was NEVER ACTUALLY FUNDED? Remember that? Find the original PR on MIRROR from about 1.5 yrs ago, then read the last filed 10-Q "MIRROR waiting on funding" and then read the PR of Jan 25th, 2015 that "MIRROR IS CANCELLED and GONE, NO EXPLANATION GIVEN". Why did that trial, the big phase 3 never get funded? Why? For 1.5 yrs shareholders were strung along that the MIRROR trial was actually taking place and was "about to be" funded, etc? But in reality- it never happened. So why is one to believe now, suddenly the Marvel trial or whatever the most recent "claim" is- that it's going to get funded? Read the PR on that- it's so full of "maybe" and "we think" and "possibly hope and plan to soon" and "we'll give more updates later" and "SEE SAFE HARBOR STATEMENT" blah, blah, blah IMO. Typical. What's going to fund it? Maybe it, like MIRROR, will re-enroll ONE PATIENT then never be heard about again? Wouldn't surprise me personally.
I don't see anything different in their desperate financial condition? What has actually changed? They're as cash poor and relying as much on toxic debt and pure dilution as they ever have IMO. I believe the share price is under the pressure it is from the massive, un-ending dilution and continual use of toxic, convertible debt financing- and there's no sign IMO that that is abating or slowing down. The proxy vote SEC filing released gave a present O/S share count. From that number versus the last filed 10-Q O/S share count- one could do the math and see they have diluted out approx 50 MILLION shares from just approx. Nov 2nd 2014 to early Feb 2015, a furious pace of un-ending dilution.
A supposed "pop" and some attempt to "run it"?? Sure, anything is possible? Is that an "investment" or a gamble? I don't see how it's an investment IMO, if the only goal is to get a brief spike, pop, "run up" -whatever one wants to call it. As stated, last time they did it- last year, the stock spent a grand total I believe (I can check a chart) a grand total of ONE TRADING DAY at .08 and then lost more than 50% of it's value in the next few trading days after- being cut down to about the .035 area, and that was starting from a much higher basing area than this present sub one cent range it's in how.
If one wants rapid spike run-ups followed by just as rapid collapses and call that a "good business" or an "investment" or whatever- then more power to um. IMO, it just more than likely puts the stock on the radar's of regulators if anything. 700% or more rapid run ups based pretty much on nothing, followed by rapid collapses back down to 50% or more losses, followed by then continual declines back to 85% or now 90% or so losses from the spike-peak ,again, the stock regulators have specific names for that type of trading activity. It's generally not viewed as favorable per my research and reading and is not viewed as "normal" or healthy trading patterns for any company IMO.
Good luck.
Closed SOLID RED on higher than avg volume again, down 2% more, with the closing Bid dropped all the way to .0083.
That was the "rally"?? Pretty impressive I guess?
Holding solid under the one cent range- after all the "news" and PR and this "new" business stuff and all? I can't figure it out? What's going on?
What's the "projected" imaginary, maybe-possible, could-might happen number again-- like $100 million imaginary dollars or something like that?
Market cap now at $5.30 million w/ current total debts exceeding $10 million and just the accounts payable expense line as of the latest 10-Q at over $2 million, and $800K in "bonuses" owed. Wow!
http://www.sec.gov/Archives/edgar/data/1388319/000114544314001305/d31740.htm
Quote TOTAL BS, "Mike Tomas was given $1m in salary and incentives but in reality collect less than $47K through most recent Q
ALL the 1st position lenders/owners of debt have agreed to interest ONLY payments for monies owed and have foregone principal payments.
Brenda Leonhardt is not a secured note against anything that company owns. she has no more claim to the company and its assets than a cleaning vendor that stole some toilet paper and got fired...it is ALL facts and ALL in the SEC filings"
BS. The SEC filings say NOTHING such as that.
Mike Tomas' base salary plus bonus alone are over $1 million. $525K + 500K bonuses = $1,025,000.00 dollars, not counting other stock bonuses (options) received. And there is no indication in any SEC filing that he is not fully receiving his base salary every month, as owed. NONE.
What "1st position lenders/owners of debt" have agreed to interest only payments? Where is that stated specifically in a SEC filing? The principal, for example on the Northstar LLC loan has been paid down to a great extent. NOT "interest" only?
10-K filing, PAGE 29:
"In fiscal 2013, the Company paid $239,227 in principal and $85,447 in interest. As of December 31, 2013. the balance due Northstar under the Loan is $362,000.
"
PRINCIPAL PAYMENT, NOT INTEREST ONLY???
Here is the compensation table from BHRT's SEC filings and it DOES NOT indicate the CEO/CSO are not getting paid, nor does any other page in any SEC filing. I'd like to see that page of a SEC filing.
NOTHING in that SEC filing indicates those 2 individuals are not being PAID THEIR BASE SALARIES AND THEN, at least at the time they're owed or a later date WITH INTEREST, being and have been paid those BONUSES. DOES NOT exist in a Bioheart SEC filing that I'm aware of?
In what SEC filing is "Brenda Leonhardt" and "toilet paper" and "people being fired" etc specifically discussed? Never seen anything like that before either?
LOL, Total BS QUOTE: "I am waiting to see how things play out in a South Florida courthouse. if the Company is successful in pleading to the judge and is rewarded with injunctive relief Mr. Collins and his associates will be ORDERED to cease all interaction with Bioheart. Then the stock manipulation the Company believes and I tend to believe the share price will recover to $0.05 in short order... "
What's the judge's name, court room number, links to the clerk of the court, etc ?
What specific "action" would this "Collins" (whoever he is) be told to "stop" as related to Bioheart? Judges don't issue injunctions based on some broad term like hey, "Stop all that Bioheart stuff"?? What exactly, in exact details would this "Collins" be told to "stop" in relation to supposed "interaction" with Bioheart via this imaginary "injunction"?? How would anyone except an insider or person being fed insider information possibly know what the inside legal dealings of a public traded company are or involve, especially specifics as detailed as them seeking "injunctive relief" against some person named "Collins"?? Who could know that in a tiny company like Bioheart- other than the CEO, the BOD members or their legal counsel? Who and how as NONE of it has been made public?
WHERE is the public release of "news" for this insider trading information legal proceeding coming from? How does one get it specifically? How can a person have detailed, intimate knowledge of a public traded company's specific supposed legal dealings, yet that same information is not available to the general public and common shareholders? That's called insider trading information last time I checked?
At what specific court is this imaginary "hearing" taking place at? Where? They all have names (Broward County 17th circuit, etc), the judge would be named, the case number would be given, docket info, etc.
If no details are given, then it does not exist and is not happening IMO. How can one know what "the company believes" as in supposed "manipulation"?? I've never seen any public, published statements from the company using that wording?
Quote: BS "The A/S is 2billion. with the usual dilution interest shares paid to 1st position we should see an o/s over 645m? the lower the share price the worse it is for the conversion...and stronger the control over the o/s the 1st position has.
The likelihood of an R/S in the next 12 months is less than 1%. in 18months less than 30% in 24 months a 100% The Company will need revenues to leave the OTC and a share price over $3.00 in most scenarios. R/S from a position of strength is always the goal. So much to get right before such a move to NASDAQ or the AMEX.
"
What?
1) What does "1st position" even mean or have to do with anything? Convertible debt lenders aren't secured lenders as like a mortgage or similar with a 1st position, 2nd position, etc? They lend money for the right to be paid back w/ interest (steep) and other provisions by a set due date (like right now BHRT has several convertible debt deals "due" within only a few months) and/or those convertible debt lenders have the right to CONVERT THE DEBT TO COMMON SHARES at anytime of their choosing- no "1st position" or whatever required? They're all in "1st position" essentially.
2) Listing on the NASDAQ is not based on price and "revenues" a company has? The lowest tier NASDAQ listing requires a minimum positive shareholder equity which BHRT DOES NOT HAVE and is nowhere even distantly remotely close to having. It also requires either net income (which they're not remotely close to having) or a minimum market cap of $15 million which they do not have (market cap today is about $5.5 million). BHRT is not even remotely close to being NASDAQ capable of being listed.
https://listingcenter.nasdaq.com/assets/initialguide.pdf
The lowest tier listing is the NASDAQ-CM market and BHRT doesn't even come close to meeting those requirements.
From the last filed SEC 10-Q for BHRT, PAGE 4:
Total stockholders’ deficit: (10,812,983)
To make ANY of the lowest tier NASDAQ listing requirement- that number would need to swing positive to a minimum $4 MILLION dollars.
So, BHRT would need to gain $10,812,983 + $4 mil = $14.8 MILLION dollars in shareholder equity.
Good luck waiting on that to happen IMO. That would take either a $15 MILLION cash raise essentially or else the extinguishing ALL of their $10 plus million in debts and still putting $4 MILLION cash on the books.
NO WAY IMO. Not a distant chance at this point.
Any details on those percentage calculations? How does one arrive at a "The likelihood of an R/S in the next 12 months is less than 1%"??
Is there any calcs to show how the 1% is arrived at? No calcs, then that 1% number or any other listed percentages are total BS IMO.
700K just came up on Ask, sell side, Bid is thin to .0082
Ask dropped to .0092 with that 700K showing up.
I guess this is the "rally" apparently?
Only 10K shares at .009 on that Bid and it goes to .0082
That's a whole $90 bucks worth to go on the Bid and it hits the .008 range more than likely.
http://www.otcmarkets.com/stock/BHRT/quote
Quote: "As we know from the previous Bioheart Conference Call, Mr. Tomas in his opening statement brought attention to the fact his Company's security was/has been targeted by stock manipulators."
Is this in writing somewhere, recorded for perpetuity?
Where can one verify this? A CEO of a public traded company actually discussed their stock trading behavior/price in public and used the specific term and wording "targeted by stock manipulators"??
Really? Those were the exact words?
Again, is this written down? This should be sent to stock regulators ASAP IMO, they'd want to know this rumored "manipulation" is taking place I'm sure.
Did the CEO ever mention anything about massive, massive, massive and continual common share DILUTION (like maybe 300 MILLION shares worth, more than doubling approx of the O/S in about the past 1 yr period?) and use of toxic, endless, convertible debt "financing" and the well researched, well established, well known industry-wide facts as to what happens, nearly 100% of the time to the common stock share price when endless dilution and especially toxic, floorless convertible debt financing is used? Was that discussed in depth and detail when the "targeted by stock manipulators" thingy was talked about supossedly? Was the use of floorless convertible debt deals and on-going dilution discussed at all in detail as to how it's used to pay large cash bonuses totaling $800K to just 2 people of a 4 or 5 person "employee" company (per their own SEC filings, see latest filed 10-Q, PAGE 23)??
http://www.sec.gov/Archives/edgar/data/1388319/000114544314001305/d31740.htm
Here's a link below to the SEC (United States Govt Securities and Exchange Commission) and what they have to say about "convertibles" aka the use of "convertible debt" financing- it might be helpful IMO.
http://www.sec.gov/answers/convertibles.htm
Quote from SEC:
"By contrast, in less conventional convertible security financings, the conversion ratio may be based on fluctuating market prices to determine the number of shares of common stock to be issued on conversion. A market price based conversion formula protects the holders of the convertibles against price declines, while subjecting both the company and the holders of its common stock to certain risks. Because a market price based conversion formula can lead to dramatic stock price reductions and corresponding negative effects on both the company and its shareholders, convertible security financings with market price based conversion ratios have colloquially been called "floorless", "toxic," "death spiral," and "ratchet" convertibles.
Both investors and companies should understand that market price based convertible security deals can affect the company and possibly lower the value of its securities. Here's how these deals tend to work and the risks they pose:"
Continuing quoting from the SEC website :
"The company issues convertible securities that allow the holders to convert their securities to common stock at a discount to the market price at the time of conversion. That means that the lower the stock price, the more shares the company must issue on conversion.
* The more shares the company issues on conversion, the greater the dilution to the company's shareholders will be. The company will have more shares outstanding after the conversion, revenues per share will be lower, and individual investors will own proportionally less of the company. While dilution can occur with either fixed or market price based conversion formulas, the risk of potential adverse effects increases with a market price based conversion formula.
* The greater the dilution, the greater the potential that the stock price per share will fall. The more the stock price falls, the greater the number of shares the company may have to issue in future conversions and the harder it might be for the company to obtain other financing."
And final quote from the SEC on "convertible debt use financing":
"Companies should also understand the terms and risks of convertible security arrangements so that they can appropriately evaluate the issues that arise. Companies entering into these types of convertible securities transactions should understand fully the effects that the market price based conversion ratio may have on the company and the market for its securities. Companies should also consider the effect that significant share issuances and below market conversions have on a company's ability to obtain other financing."
That's what thee SEC has to say about dilution, lots of dilution and especially when connected to use of "convertible debt financing" and how it can negatively impact the price of a company's common stock shares.
I tend to think the SEC knows that they're talking about- I'm sticking with the SEC as my source of info, but that's me. "manipulators" per some rumored statement? I'd say dilution and "convertible debt" financing has a high probability of putting down pressure on a company's share price, lot of down pressure- and that's directly from thee SEC as my source of due diligence and research and opinion.
My 2 cents.
Quote: "IMO This should be a $200 million market cap this year. .12 is the low end IMO. Hopefully we see a significant share buyback this year as well!"
It SHOULD BE whatever the market says it is, that's reality. As of right now, that reality is a market cap of about $5.5 million dollars and a sub one CENT share price.
That is what it "should be" because that's what the market thinks it's worth and is assigning to it- and has been for several months now, right in that range.
Market caps aren't just "imagined", they're the reality of a free market and what the share price trades at on those markets.
When the shares have been diluted by more than double, yr over yr from about 300 million to now over 600 million it's tough to make gains IMO. Most of those shares have gone out as very low priced shares- often in combination with convertible debt, floorless, aka "toxic" type financing deals. That put tremendous down pressure on almost all stocks that ever do it- dilute at a furious pace and mix it with toxic convertible floorless type debt financing.
BHRT has diluted out approx another 50 MILLION shares just since early Nov to early Feb - one can determine that number by looking at the share count given on page 1 of the last filed 10-Q and then compare it to the share count O/S number given on the "proxy" statement document filed with the SEC regarding the votes tallied- the difference is about 50 MILLION shares over that approx. 3 month period. Dilution is going as strong as ever- not abating.
And BHRT used toxic debt financing deals as recently as Oct of 2014 per the last filed 10-Q.
http://www.sec.gov/answers/convertibles.htm
Last 10-Q, PAGE 26 (THREE toxic type financing deals in a row, end of 2014)
"Subsequent financing
KBM Worldwide
On October 6, 2014, the Company entered into a Securities Purchase Agreement with KBM Worldwide, Inc., 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 July 8, 2015,. The Note is convertible into common stock, at holder’s option, at a 45% discount to the lowest daily 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 and accrued interest at 150%, and any other amounts.
Daniel James Management
On October 3, 2014, the Company entered into a Securities Purchase Agreement with Daniel James Management, Inc., for the sale of a 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 October 2, 2015. The Note is convertible into common stock, at holder’s option, at a 47% discount to the lowest daily 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 and accrued interest at 150%, and any other amounts.
Magna Equities, LLC
On October 7, 2014, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Magna Equities II, LLC, a New York limited liability company (“Magna”). The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, Magna shall purchase from the Company, a senior convertible note with an initial principal amount of $307,500 (the “Convertible Note”) for a purchase price of $205,000 (an approximately 33.33% original issue discount). Pursuant to the Purchase Agreement, the Company issued the Convertible Note to Magna. The Convertible Note matures on August 7, 2015 and, in addition to the approximately 33.33% original issue discount, accrues interest at the rate of 12% per annum.
The Convertible Note is convertible at any time, in whole or in part, at Magna’s option into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a fixed conversion price of $0.01035 per share. $40,000 of the outstanding principal amount of the Convertible Note (together with any accrued and unpaid interest with respect to such portion of the principal amount) shall be automatically extinguished (without any cash payment by the Company) under certain conditions described in the Purchase Agreement. In connection with the execution of the Purchase Agreement, the Company and Magna also entered into a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company has agreed to file an initial registration statement with the SEC to register the resale of the Common Stock into which the Convertible Note may be converted,"
THREE toxic "note" deals heading right into the end of 2014 and look at the due dates on um- one as early as July this yr and the next Aug. That means those firms are going to be more than likely converting those shares now or soon IMO, if they've not even done it already.
Massive dilution has consequences whenever I've seen it used in an on-going, essentially never ending form such as BHRT does, especially the most toxic kind which is floorless, convertible debt type. There is no bottom to the price at which those firms can convert shares and still make money- in fact the lower the share price goes, those lending firms just get that much more shares to sell per the conversion formulas shown above. The SEC link shows the SEC's thoughts and warnings on the use of that type of "toxic" or "ratchet" type financing, their words and description.
BS, Quote: "When ISC starts up, shorts get scared in my opinion. Been watching this happen time in time again."
1) What is "ICS" and how is it "starting up"???
2) The open short interest on this stock at any given time on any given day is NIL, NOTHING, ZERO for all intents and purposes. There is no open short interest or shorts on this stock?? Where? Where are they, these mysterious shorts who hold all the short shares?
I can look for open short interest on 20 different websites and it's listed as essentially ZERO for all intents and purposes when BHRT is looked up.
"been watching this happen time in time again"??
Where? What happened time in time again? Where can this be watched, whatever it is?
LOL, QUOTE: " Probably 40-70million shares on the bid at $0.008 and above. BHRT true valuation according to its competitors is over a $0.12 valuation...Longs know it."
What? Total BS.
There was about 60K shares on the Bid yesterday above .008 and maybe a little over 1.2 million shares at .008 Bid.
NO MM or combo of MM EVER puts up "40-70 million shares" on either the Bid or the Ask or the combination of both? When and where has this ever happened?
The entire float of the stock is something like 500 million shares right now.
There is NO DAY and no combo of MM's bidding for more than 10% on any day and certainly NOT yesterday. Total myth. Did not happen and does not happen. 10% of the float was trying to be bought as the Bid/Ask was continually sinking essentially all day yesterday?
BMAK now parked directly on the Ask w/ their usual 10K share block. Looks like it's probably not going above .01 or so for right now then.
Bid/Ask is heavily tilted toward the sell side- with about 3 to 1 on the Ask. There's just really no buyers/buying interest in here even at these prices.
There's not much to be chewed through on the Bid. If one person throws in the towel and sell maybe $500 bucks worth and takes the Ask of .0099, it's could drop to about .009 in a blink, as the Bid is only about 50K shares deep at .0099 right now. Next stop is .009 and lower.
$500 bucks, one tiny order could sink it pretty hard it looks like from the Level II.
Very weak in here IMO and BMAK being back, parked hard on that Ask, well, it hasn't been a good thing for over a month now. Every time they show up on that Ask with a 10K share block- it's been making lower highs and lower lows and moving to the down side, usually sub one cent.
My 2 cents on the trading action.
http://www.otcmarkets.com/stock/BHRT/quote
Sub ONE CENT on high volume right out of the gate on a Tuesday after a 3 day weekend. Wow.
Heavy size on the Ask again this AM, so it's tilted to the sell side IMO. (Ask is well over 100K shares to only 10K on the bid)
BMAK sitting parked, one level off on Level II (maybe slid back one more level now), with the ole 10K share block. Looks like they're "capping" it perhaps again, at just around the 1 CENT area.
Looking very weak here IMO. All the "news" and "PR" and "conference call" and all the rest- so where's the buyers and big buying pressure to the upside? I mean all that good news and stuff can't overcome all that dilution share overhang and low priced shares maybe? Over 300 MILLION dilution shares in the past approx. 1 yr, and probably 50 MILLION diluted just recently- via comparing the proxy 8-K filing share count most recently to the last filed 10-Q which gave a share count covering to early Nov 2014. So just from early Nov 2014 to early Feb 2015 it showed a difference (increase of course) of about 50 MILLION more dilution shares O/S. That is heavy dilution IMO, for a approx. 3 month period.
Where's the buyers I guess? It's gonna take a lot of buying vol IMO to overcome all these low priced, convertible debt and "other" low priced dilution shares that have been continuously issued out, essentially non-stop, never ending. Dilution will still be going on even today IMO using the Magna "credit line" as BHRT doesn't have or generate anywhere near the cash to be self sustaining via reading their own SEC filed financial statements.
Sub ONE CENT again; that's how many trips below a penny since Jan 1st? It's a lot now. Tough sledding in here it looks like- these volumes have been very, very high to the downside. The trend is solid down and shows no sign of reversing or abating in here at this point IMO.
http://www.otcmarkets.com/stock/BHRT/quote
LOL, QUOTE, "Mike Tomas and Kristin are getting paid for current value and perceived value."
Uh, WHAT VALUE? The stock, on his watch, since mid 2010 when he took over as CEO has, the common shares have LOST about 98% of their value. From mid 2010 they were about .50 cents a share and today they are about ONE CENT a share- that's after nearly FIVE YEARS on his watch and command.
Since when is "hanging on" and barley surviving as a biz some sign of top flight, high quality mgt? I've never heard that one before, ever? The past 4 yrs approx- has been one of the greatest raging bull markets for not only the entire stock market, but bio-techs have been on fire, smoking the market and out performing. There has probably not been a better time for bio-techs in 50 yrs than in these past 4 yrs. A period in which BHRT has continually lost value, never attracted any non dilutive "big financing" as claimed and who's common stocks shares have hit their all, all, all time lows during that period- while also being massively diluted out to now past 600 million common shares at ONE CENT each. BHRT has performed 100% contrary to the rest of the bull market and 100% contrary to the bio-tech sector in general- not a sign of some imaginary "superior leadership" or "great mgt" IMO? Not seeing it? It's contrary to all normal measures of a Sr Mgt teams "measured performance" that I'm familiar with- what are known as "industry norms" for mgt performance metrics and measures of successful Sr mgt etc.
In the public traded markets- a BOD usually gives a CEO about 2, maybe 3 yrs max to show performance, to get a company growing and in financial health, turned around, etc Else, they usually get the boot. That's the way it works in the big leagues of the "C" level mgt world.
I've worked for public traded companies and seen "executive row" cleaned out more than once (CEO or President of the business unit and Veeps and director level all sent packing) - not cause they lost 98% of the common share value, but for maybe 1 yr they couldn't hit their PROFIT and GROSS MARGIN and other metric as set by the BOD and Corp central (these were very large, global operations with the Chairman perhaps in another state typically- and they'd CLEAN HOUSE cause after the biz unit missed their targets for 3 or 4 qtr's, the stock analysts would give the company poor reviews, the common shares would be down maybe 10% to their peers and the market and the large fund shareholders like mutual funds and pension funds etc would be screaming at the company that, "YOU BETTER START PERFORMING, SO GET SOMEONE IN THEIR THAT CAN GET IT DONE", and they'd clean house. Often even wielding the ax down into mid mgt ranks- just cut n slash and burn and reduces costs, whatever needed to get that division showing a strong profit and back to lean and mean and performing.
Steve Balmer fairly recently got sent packing as the CEO of Microsoft (No, he didn't "retire", he was canned)- despite MSFT being one of the most cash rich, financially strong companies in existence. BUT, they were not growing and they'd had a series of blunders that caused Apple and Google among others to be kicking their tale in everything from mobile to music to search to the younger crowd on mobile phone platforms, Windows new releases were viewed as dogs, etc- in other words, some punk kids called Google and a college punk named Zuk at Facebook- and cleaned the "tech giant's" clock in the raging bull market and MSFT had traded flat, seemingly forever stuck in the mid $20's per share and were treading water for yrs- and the big institutional holders had had enough. The BOD sent Balmer walking- they wanted fresh blood who'd perform- or they'll keep looking until they find what moves the stock price UP and market cap to increase and sales to grow, not causes it to DECLINE 98%. Just that simple in the big leagues of public traded firms.
5 yrs and the "performance" worthy of a supposed large cash bonus and a doubling of one's base salary is that the common shares (while being diluted out from maybe 30 million to now 600 MILLION) have lost nearly all their value- that's "performing" ?? In what imaginary world would that be? The common shares have been devastated under this mgt, the company has lived off of dilution and toxic debt, they've never completed a major FDA trial going back to the one's sat, parked since 2009 approx, they've never brought a major FDA approved product successfully to market as was claimed in the past would happen, and numerous other continual failures of "PR claims" versus nothing actualy happening as "claimed" (terms sheets, supposed partnerships, supposed "big financing deals" that never materialized, supposed trials being re-started has never happened, endless borrowing and use of toxic convertible debt and on and on and on)- and then MIRROR, the vanishing "new" PHASE 3, "FULLY FUNDED BY BIOHEART" trial that just never really happened. Like that, the crowning example IMO.
What supposed "performance" and "great talent" and blah, blah, blah as claimed in these other posts? Where? Since when was surviving, barely staying alive as a business while teetering on BK at any given time (see any SEC filing for the past 4 yrs and see their own Sr. Mgt and auditor warnings and statements of "GOING CONCERN RISKS") - since when is that a "successful" business where Sr. Mgt gets rewarded- cause you know, they managed to "hang on" for X number of years? Businesses are supposed to GROW and HIT METRICS and PERFORM and when public, RETURN VALUE TO SHAREHOLDERS- which has never happened at BHRT, ever.
From their last filed 10-Q, to show how "health" (actually lacking any health) they are as a business:
PAGE 12:
"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 nine months ended September 30, 2014, the Company incurred an operating loss of $1,247,199 and used $747,184 in cash for operating activities. As of September 30, 2014, the Company had a working capital deficit (current liabilities in excess of current assets) of approximately $10.0 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.
The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern."
"going concern WARNINGS" still, after nearly 5 yrs of this CEO running the company, in 100% total control. "going concern" warnings and "liquidity problems" are indicators from Mgt and the public traded firm's auditors- that the company is on life-support and teetering on insolvency, which then often leads to full BK and failure. THAT is the reality as given in their own words and warning in their duly filed SEC statements.
What "performance" that warrants large (as in doubling in only 2 yrs) base salary increases, plus large cash bonus awards plus large option grants (often instant vesting type) etc? What? Where is the "performance"?
I don't see it IMO. Not even close.
Let the picture of the share performance "tell the story" IMO. Here it is, and it pretty much says it all IMO.