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Just did a search for "Northstar Biotech LLC" on that Florida corporate Secretary of State web site- and got a "hit" returned that looks "active" and has a MN address which means it "might" be thee Bioheart "Northstar LLC".
But what's real interesting IMO is it shows a name and address change being filed on 1/5/2015, like 3 days ago. I know "Northstar LLC" when I used to look it up- showed the address of Chuck Hart as being the "President" or whatever the title would be and an address connected to his Masonry biz.
So a name and address change on 1/5/2015, right as this lawsuit stuff is going public seems "interesting" IMHO. Again, I'm sure this fairly large law firm knows what they mean and are using the specific words "un-registered" in their court filing for some particular reason- they hardly seem like amateurs in business matters to me?
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=NORTHSTARBIOTECHGROUP%20L120000248400&aggregateId=flal-l12000024840-bd33dc0c-23e3-4df8-9590-ecf4bbbe3d0d&searchTerm=northstar%20biotech&listNameOrder=NORTHSTARBIOTECHGROUP%20L120000248400
From what appears to be Florida Secretary of State web site- search for "Northstar Biotech LLC"
Detail by Entity Name
Florida Limited Liability Company
NORTHSTAR BIOTECH GROUP LLC
Filing Information
Document Number
L12000024840
FEI/EIN Number
45-5527046
Date Filed
02/21/2012
State
FL
Status
ACTIVE
Principal Address
14855 Aberdeen St NE
Ham Lake, MN 55304
Changed: 01/05/2015
Mailing Address
14855 Aberdeen St NE
Ham Lake, MN 55304
Changed: 01/05/2015
Registered Agent Name & Address
Emas, Joseph I
525 93 Street
Surfside, FL 33154
Name Changed: 01/05/2015
Address Changed: 01/05/2015
Authorized Person(s) Detail
Name & Address
Title Manager
Knutson, Gregory
14855 Aberdeen St NE
Ham Lake, MN 55304
Annual Reports
Report Year Filed Date
2013 04/26/2013
2014 01/09/2014
2015 01/05/2015
Document Images
01/05/2015 -- ANNUAL REPORT View image in PDF format
01/09/2014 -- ANNUAL REPORT View image in PDF format
04/26/2013 -- ANNUAL REPORT View image in PDF format
02/21/2012 -- Florida Limited Liability View image in PDF format
________________________________________________________
Interesting, a quick search of Knutson, Gregory and Aberdeen, Ham Lake, MN brings up a "construction company"? WHY would Northstar Biotech list their LLC contact info as some MN based "construction company" would be beyond me? But then again, Charles Hart on the BOD was listed prior as contact info and he's associated with Hart Masonry which I'd assume is in "construction"? Strange stuff IMO??
http://www.whereorg.com/g-e-knutson-construction-8294240
G E Knutson Construction
14855 Aberdeen St NE, Ham Lake, MN 55304
http://www.dexknows.com/business_profiles/knutson_g_e_construction-b370906
Concrete contractors??
That shows the Northstar LLC was filed in 2012. LLC's almost always have to be renewed and kept current yearly as far as I know and meet minimal standards of continuing operations like holding an annual meeting probably, etc. Just like any corporation. That's my experience from reading about them.
Further, a web site like the one in that link are "scraper" sites- there's nothing official about them. They use "crawlers" to "scrape" info off of public filed documents and then re-post them. The only 100% certain way IMO to know the status of Northstar LLC would be to get the info off of the Florida Secretary of State website where it says they are "filed as an LLC". I don't know if Florida has a "public portal" or not? Many states do- where one can look up the status of any corporation or LLC right on the official govt. Secretary of State site- the one who regulates all corporate entities in a particular state. Again, I'm sure this major business law firm knows where to check an LLC out and where it's filed and how to find it's correct/current "status" or whatever.
I have no idea what the lawsuit wording exactly means when it states "not registered"? These law firms/lawyers use very specific language and terms that a civil business court and judge would recognize but that a lay person may not understand.
Again, I'm certain a firm as large and experienced as this "Fox/Wackeen" knows what they're doing. It was a firm partner who personally signed that lawsuit filing, not some "staff" attorney or whatever. I'm sure he has his wording correct IMO.
http://www.foxwackeen.com/the-firm/
http://www.foxwackeen.com/our-lawyers/partners/michael-j-mccluskey.html
Partner, "MICHAEL J MCCLUSKEY" personally signed that filing on page 9 of 9 as the representative of law firm Fox/Wackeen.
Here, I just found what appears to be the Florida "business portal" run by their Secretary of State- what I've used in my own state before, very similar.
http://search.sunbiz.org/Inquiry/CorporationSearch/ByName
I plugged in "Northstar LLC" and got a bunch of "hits" returned- will have to read each one and see if one of them is "thee" Bioheart Northstar LLC in question?
Search results for term "Northstar LLC"
"Entity Name List
Corporate Name Document Number Status
NORTH STAR COMPANY 137303 INACT
NORTH STAR CORPORATION. 466168 INACT
NORTH STAR, INC. 560732 INACT
NORTHSTAR, LLC L00000009434 INACT
NORTH STAR, LLC L01000018628 INACT
NORTH STAR LLC L03000048023 INACT
NORTH STAR LLC L05000099186 INACT
NORTH STAR, L.L.C. L06000058476 INACT
NORTHSTAR, INC. P03000005356 INACT
NORTH STAR INC P13000100431 Active
NORTHSTAR CORPORATION P94000071092 INACT
NORTHSTAR LIMITED INCORPORATED P95000007594 INACT
NORTHSTAR 03, LLC L08000043094 Active
NORTH STAR 1 LLC L08000088268 INACT
NORTH STAR 1 COMPANIES LLC L13000033447 INACT/CV
NORTH STAR 1 COMPANIES INC P14000014299 Active
NORTH STAR 2001 LLC L14000040276 InActive
NORTH STAR 2010 LLC L11000108401 INACT
NORTHSTAR 3 INC. P11000042538 INACT
NORTHSTAR 32801, LLC L08000058605 Active"
"It also states that Northstar is "unregistered." Which with a simple google search you can see it's registered since 2/21/12. It makes me wonder how accurate the rest of the document is IMO"
Well, personally- I'd have to say I'm gonna go with the fairly large law firm and their principal partner that personally signed off on that case as filed with the court. I'd assume he's got a tad bit more knowledge in these matters than the average person? I'd seriously doubt one of the principal partners in a major business law firm messes up a detail like something as simple as how to word the proper description of an LLC he's naming as one of the defendants in his initial case filing with the court? I would just "guess" he has far more access to Florida LCC filing details, knows exactly where to find them, view them, read their status, etc than the avg person.
Just my 2 cents.
His firm and background appear pretty solid to me?
http://www.foxwackeen.com/our-lawyers/partners/michael-j-mccluskey.html
http://www.foxwackeen.com/our-lawyers/
http://www.foxwackeen.com/the-firm/
Been practicing law in Florida it looks like since 1974, are qualified to work before the Florida Supreme Court, have a staff it looks like of about 8 partner attorneys and 3 other staff attorneys and 3 other associates. That makes a firm of 11 attorneys and 3 associates. Looks pretty decent sized to me, considering Bioheart, a public traded company, per their last SEC filings had 4 full time and maybe 1 part time employee?
Again, I'd have to go with this attorney and law firm partner MICHAEL J MCCLUSKEY that he's pretty sure how to describe Northstar LLC accurately in a legal case filing and has done his homework before filing a $2.3 million plus, civil litigation business law case before a Florida court.
Just my 2 cents.
http://lawsuitpressrelease.com/wp-content/uploads/2014/12/Leonhardt-v.-Bioheart.pdf
His, McCluskey's signature is right there on that filing as principal attorney. Seems he'd know what he's doing?
http://www.businesswire.com/news/home/20150107006044/en/Investors-Sue-Bioheart-Millions-Unpaid-Debt#.VK_bY9I4bc8
"The lawsuit was filed by the law firm Fox Wackeen of Stuart, Fla. on behalf of investor Brenda Leonhardt and Bryan Collins, a Miami-based financier"
"Innocent until proven guilty beyond a reasonable doubt in a court of law"
Uh, it's a CIVIL suit involving business issues. Not a criminal case. It's involving money and monetary damages.
In CIVIL court the damages are money, lost interest payments, collecting financial damages, etc. Often heard by a judge alone, sometimes a jury as far as I've read in the past. I believe it's pretty typical to be based on the concept of "preponderance of the evidence". In other words, for the plaintiff to win the case, the judge or a jury must believe that the weight of the plaintiff’s evidence is greater than the weight of the defendant’s evidence.
The "innocent until proven guilty thing" is based on criminal law and court as far as I've ever known or read?
This is a business lawsuit in a civil court. Who knows if they will even request a jury trial, etc. Most of these are before a judge only, as far as I've read many times for stock based company suits. The judge is typically one very experienced and expert in business and corporate matters, contract law, etc. They don't give these cases usually to the judge who hears small claims or personal injury stuff or whatever.
http://lawsuitpressrelease.com/wp-content/uploads/2014/12/Leonhardt-v.-Bioheart.pdf
http://finance.yahoo.com/news/investors-sue-bioheart-inc-millions-171600949.html
This is all public information now. It's not my words or claims, it's PUBLIC INFO about a public traded company. Simple reality. The wording being asserted in that case are by the plaintiffs and some pretty and some very high end business attorneys and a very experienced finance firm, Greystone Capital who's done a lot of loaning of money to BHRT in the past. Brenda Leonhardt per that court filed case "exhibit B" has "assigned over" her loans due and rights to Greystone it appears- who then is assisting in bringing the case to try and collect what she is owed apparently.
It appears to me that Brenda Leonhardt, ex-wife of past BHRT CEO Howard Leonhardt, that she felt perhaps inexperienced on how to collect on such a matter and such a large amount of money so she "joined" or "partnered" with Greystone who I'd guess does these civil collection matters all day long since they loan $10's of millions of dollars to small cap companies all day long for years. BHRT has had several "credit lines" (exactly like the present Magna line), Greystone has had several of those with BHRT in the past. So Brenda according to that "EXHIBIT B" has given Greystone something like $100K up front and then a portion (it read 20% I believe) of whatever they can recover of the $2.3 million plus interest that the case is claiming she is owed.
The case filing has a 3rd exhibit attached in which a very recent letter from "Angel Rodriguez" who appears to be Biohearts "financial controller" is attached and in writing states indeed that those money's owed are being "carried on the Bioheart books" and the letter even breaksdown and tallies and totals the amounts for Brenda Leonhardt in an accounting style format.
That's what's in that lawsuit document filed in Florida that I can read. It's only about 9 pages plus exhibits and not in super complicated legal-eze IMO. Pretty cut n dry what is being claimed. She loaned a lot of money, she's never been paid back and she wants her money per some original contract/agreement which is also attached as an "EXHIBIT" to the suit. Typical contract and finance law of "I loaned you money, you refuse to pay me back."
Biohearts past SEC filings made it clear that Brenda Leonhardt held debt for Bioheart upon her divorce from the former CEO/Founder. It was in a SEC filed document, the divorce and how the loan obligations were split up, etc
http://www.sec.gov/Archives/edgar/data/1388319/000114544310001842/d27040.htm
Bioheart 10-K filing from 2009, PAGE 17:
"In February 2010 the Company’s Chief Science and Technology Officer and his spouse filed divorce papers. Pursuant to the divorce, their jointly owned shares and their ownership of the loan to Bioheart which they hold as a result of their payment of $3 million of principal and related interest to Bank of America on behalf of Bioheart, would be divided equally between them. As a result, the Chief Science and Technology Officer’s common shares were then reduced to 2,513,840 and his percentage shareholding of the Company to 13.8%, with his former spouse assuming ownership of the same number of common shares and percentage shareholding of the Company. Their commonly owned loan and related interest, as of March 29, 2010, $4,140,201, was been equally split. The Chief Science and Technology Officer on March 29, 2010, elected to convert his portion of the loan and related interest to
restricted common stock and warrants. As a result, Howard Leonhardt, the Company’s Chief Science and Technology Officer, as of March 31, 2010, owns approximately 22 % of the Company."
That SEC filing matches the wording exactly as being stated in that case that's been filed when I read the two.
Just business law about some money apparently owed and not being paid back, a large amount of money. Just everyday lender/creditor law stuff. As old as time in business.
The Florida business press apparently deemed it worthy of coverage as they've picked up stories about it in numerous places and published them making it totally public and it's 100% public info per the Florida court system website- we're a nation where these things are public info, especially for public stock traded companies. No mysteries or secrets here? Just business.
http://www.bizjournals.com/southflorida/news/2015/01/08/sunrise-biotech-company-sued-for-2-3m.html
Bioheart themselves has put out many PR in that South Florida "business journals" publication in the past, I've read um with my own eyes. I can link easily, to many of them from the past.
And this is the court itself, 100% public information portal:
https://www.clerk-17th-flcourts.org/Clerkwebsite/BCCOC2/OdysseyPA/CaseSummary.aspx?CaseID=7862332&hidSearchType=party_case&DisplayCitation=no&CaseNumber=CACE14021256&SearchType=
Doesn't get any more pubic and "official" than that IMO. That's a govt., duly elected "clerk of the court" website for that public county.
Very recent BHRT SEC filings showing Bioheart's past dealings with Greystone Capital of which Bryan Collins is President- they've loaned a lot of money to BHRT in the past. It appears that's how Brenda Leonhardt knows them and why she "enjoined" them and "signed over her note/money demand" to them to help her go after collecting on this money she believes she is owed, as they'd have a lot of experience at doing just that- being a firm that loans and lends all the time to micro cap companies.
Last filed BHRT 10-K, Yr 2013, PAGE 63:
"
On November 2, 2011, we entered into a Standby Equity Distribution Agreement, or the SEDA, with Greystone Capital Partners, or GCP. Pursuant to the SEDA’s terms, we may, at our sole discretion and upon giving written notice to GCP, each an “Advance Notice”, periodically sell shares of our common stock to GCP. For each share of Common Stock purchased under the SEDA, GCP will pay us an amount, referred to as the “Purchase Price”, that is eighty percent (80%) of the lowest daily volume weighted average price of the Common Stock as quoted by Bloomberg, LP, during the five (5) consecutive Trading Days (as such term is defined in the SEDA) immediately subsequent to the date of the relevant Advance Notice."
Same Greystone being used by Brenda Leonhardt to help file this suit - she's "signed over" the note for the money owed her to Greystone, it's in the court case filing details.
Or this latest 10-Q filed by BHRT, last qtr, 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)."
So I'd say Greystone "knows" Bioheart pretty well IMO or they wouldn't have been lending them $millions in the past and be willing to go to all this effort to file a suit to collect a portion of anything Brenda Leonhardt is trying to collect- if Greystone, an apparently very experienced business lending firm, just thought her claims were all bogus and a waste of time or whatever.
This law firm they've hired doesn't look like some "yellow pages" firm to me- they're qualified to work all the way up to the Florida Surpreme court and have some pretty "heavy hitter" looking attorneys to me- serious business dudes. Why would Greystone waste their time and money with a firm like this if they didn't feel this money owed was real? Just look at that law firm- they have a whole lot more employees than the public traded company Bioheart, per Bioheart's own SEC filings. Pretty good sized looking law firm to me. NO dufffers IMO.
http://www.foxwackeen.com/the-firm/
http://www.foxwackeen.com/our-lawyers/
http://www.foxwackeen.com/our-lawyers/partners/michael-j-mccluskey.html
That suit as filed is signed personally by one of the principal partners in this pretty large looking law firm, "MICHAEL J MCCLUSKEY" - I'd assume he knows what he's doing given his resume and background and ability to be a partner in a firm as large as this one appears? That's my opinion.
That's my 2 cents. Greystone, via having that Leonhardt "note" now signed over to them- now has their dog in this fight. They stand to win if Brenda Leonhardt wins. That's my read on it via reading the 9 page filing plus all the exhibits, again written in pretty plain English.
Entire, $2.3 million lawsuit text is posted here- it's in one of the news links.
Fascinating too, IMO, that Bioheart will "PR" seemingly every little obscure "award" their CEO gets, or if the CSO gives some "talk" to some tiny group that's like a room full of people at some "coffee house" type deal in Vail Colorado or wherever- just endless PR's about "something", I mean for yrs a PR a week often, or at least every 2 weeks. But they are lawyering up for a major looking lawsuit, hiring big firms on retainer and all- and not a peep from the company. Nothing. Other press people found it and write about it and it comes up in a Google search when looking for latest Bioheart "news" but the ole company Bioheart sure kept it buried IMO. Again, get some obscure "award" or attend as some speaker at some Florida blah, blah micro "conference" and man- they can blast out PR with the best of um. Just my 2 cents on their PR "style".
Here's the link that's in one of the press, news article in various Florida journals and biz papers that picked up this Bioheart $2.3 mil lawsuit.
http://lawsuitpressrelease.com/wp-content/uploads/2014/12/Leonhardt-v.-Bioheart.pdf
Opens as a pdf file, it's the actual filing with the court of the lawsuit- full text of suit. Interesting reading to say the least IMO.
http://finance.yahoo.com/news/investors-sue-bioheart-inc-millions-171600949.html
It's in the link of the bottom of that page that Yahoo picked up, but sure seems buried by BHRT itself. Sure never made the BHRT "twitter" feed they seem so fond of updating or all the other PR they can seemingly issue to no end. But a pretty serious appearing lawsuit that could have major implications to the shareholders or even company survival, etc and not a peep out of the ole BHRT PR machine. Amazing to me.
Notice BOD Spencer resigned but is named still in the suit, I remember his resignation. They always say they (paraphrasing) "left and everything's cool, got no gripe with the company", but I think it might of been him I remember said he had some issues with accounting controls or something, then retracted it- which was fascinating (could of been another past BOD resignation, they've had so many quit, leave, fired or whatever - but I remember reading something like that. So Spencer left maybe right in the middle of all this perhaps? Maybe didn't want to get in the tangle of it all, just speculating?)
Look at page 2 of 9 too- fascinating, I mean real fascinating IMO. It describes that the suit claims that Northstar LLC is/was set up to "deceive" and that it's one in the same as Bioheart and contains Tomas and the BOD's essentially- but was a fictional creation for no other reason than to "deceive" or exact wording "misleading investors" according to the suit wording- and the suit considers it and Bioheart one in the same.
(Again, I personally always found Northstar LLC one of the most "confusing" things I've ever seen setup within a public traded company- and have posted/commented to that effect in the past. I never understood how an LLC could hold lien and claim to essentially everything of value that a public traded firm could or would own. Fascinating to me that Northstar is now being described as it is on page 2 of this complaint. The suit specifically discusses and details that very issue of how Northstar LLC was given the "lien" and additional rights to practically anything and everything Bioheart would or could own- thus breaching existing creditors, shareholders, etc )
Fascinating stuff IMO.
Lawsuit sucks!
I'd have to agree that's a pretty good description IMO.
It's gotta be real expensive IMO for as many big time law firms as they showing going on retainer to defend um. Also, with BHRT having about $250K total assets as of last SEC filing and the plaintiffs are asking for $2.3 million plus interest in damages- I'd say it's a very real possibility it good be the stick that breaks the camel's back and BK's BHRT if those plaintiffs were even partially to prevail. That's my 2 cents.
I mean how's a cash poor, tiny company with no assets essentially going to pay up if they get hit with a $million plus judgement? Seems like it would pretty much bury um. And these aren't strangers- this is the former CEO's ex-wife and a guy who's like a Prez or former VP or something at Greystone capital- who's done a lot of financing deals with BHRT in the past several yrs. The jest of the suit sounds like they think that Northstar LLC being set up (by several BOD members and a couple of "mystery" members) sounds like the two plaintiffs think that stiffed them out of money's they were owed as having been big guarantors of some past loans and finance deals- something to that effect. So it appears pretty serious implications IMO.
It looks like Magna wanted it disclosed in the prospectus for this credit line deal- as BHRT appears to have had to file an amended/updated prospectus and add this lawsuit info into it- and Magna per the original filing appears to have final review rights as to what they want in those SEC filings about the financing deal. This suit is naming the entire BOD of Bioheart, the CEO and a past board member and Northstar LLC (Northstar LLC being one in the same as a subset of the BOD).
http://www.sec.gov/Archives/edgar/data/1388319/000114544314001603/d31959.htm
PAGE 75:
"Legal Proceedings
On November 10, 2014, the Company was served with a lawsuit by an alleged assignee and a guarantor to a Loan Guarantee, Payment and Security Agreement. These parties claim breach of that Agreement and damages of approximately $2.3 Million plus interest. The assignor and assignee also sued the Company’s directors and a past director and an affiliate shareholder for breach of fiduciary duty, claiming damages as alleged creditors arising out of these parties' alleged participation in Northstar Biotech Group, LLC, a secured creditor of the Company."
Seems pretty heavy duty IMO. Enough to perhaps break this cash poor company, especially given what's happening to the share price now- which is going to make getting Magna money just that much tougher per "draw" on that credit line.
They've actually got two suits going against um now- and it sure looks like a heck of a lot of big time lawyering - gotta be sucking a lot of cash out of their already low cash to pay these kinds of lawyers and their firms.
https://www.clerk-17th-flcourts.org/Clerkwebsite/BCCOC2/OdysseyPA/CaseSummary.aspx?CaseID=7862332&hidSearchType=party_case&DisplayCitation=no&CaseNumber=CACE14021256&SearchType=
Bryan Collins and Brenda Leonhardt plaintiffs.
It's made some local newswires now- explaining who Bryan Collins is, and Brenda Leonhardt is of course the former wife of Leonhardt the Bioheart founder and former CEO, CSO among other titles. A Google search shows Bryan Collins appears to be with Greystone Capital - which of course is plastered in a lot of BHRT SEC filings as having provided several financing deals over many years.
http://yahoo.brand.edgar-online.com/EFX_dll/EDGARpro.dll?FetchFilingHtmlSection1?SectionID=8241917-303469-315180&SessionID=EzwI6Hsaa9g3Ow7
SEC 8-K filing signed: "Name: Bryan Collins
Title: President, Greystone Capital Partners"
http://www.businesswire.com/news/home/20150107006044/en/Investors-Sue-Bioheart-Millions-Unpaid-Debt#.VK9bJ9I4bc8
"Investors Sue Bioheart, Inc. for Millions in Unpaid Debt
Company with long-time investors Dan Marino and Jason Taylor owes more than $2 million"
Sounding real serious IMO. I don't think this just gets tossed in court in short order. This is probably complicated and takes some serious bucks to hash out and defend IMO.
https://www.clerk-17th-flcourts.org/Clerkwebsite/BCCOC2/OdysseyPA/CaseSummary.aspx?CaseID=7155410&hidSearchType=party_case&DisplayCitation=no&CaseNumber=CACE13024037&SearchType=
http://www.businesswire.com/news/home/20150107006044/en/Investors-Sue-Bioheart-Millions-Unpaid-Debt#.VK9bJ9I4bc8
"January 07, 2015 12:16 PM Eastern Standard Time
SUNRISE, Fla.--(BUSINESS WIRE)--A recently filed lawsuit claims that stem cell company Bioheart, Inc. (BHRT.OB) accepted millions of dollars in loan guarantees from a former company officer and his now ex-wife but acknowledges that it failed to pay back more than $2 million. The lawsuit was filed by the law firm Fox Wackeen of Stuart, Fla. on behalf of investor Brenda Leonhardt and Bryan Collins, a Miami-based financier. According to company filings, the company counts as investors former Miami Dolphins players Dan Marino and Jason Taylor.
“Instead of graciously repaying me, I have to file a lawsuit and chase them down.”
According to the lawsuit, in 2007 Mrs. Leonhardt and her then husband Howard signed a personal guarantee on a Bioheart loan from Bank of America. The couple later paid $3 million to the bank as part of the guarantee, with the contractual expectation that they would be repaid by Bioheart.
In 2013, Bioheart acknowledged that more than $2 million was owed to Mrs. Leonhardt, and the company carried the debt on its books. Despite efforts to collect, the plaintiffs have not been repaid.
“According to company filings, Bioheart has a history of asking its investors, including me, Dan Marino and Jason Taylor, to guarantee its loans,” said Leonhardt. “But unlike the local football greats, I’m waiting to be paid back millions.”
The lawsuit also alleges that the defendants breached their fiduciary duty by restructuring other debt owned by board members to the detriment of creditors who do not sit on the board, such as Leonhardt.
The suit seeks $2,269,204.84 plus interest from December 31, 2012. Also named as defendants in the suit are Bioheart chairman and founder of Cordis Corporation Dr. William P. Murphy, Jr., Bioheart CEO Mike Tomas, Bruce C. Carson, Richard T. Spencer, III, Mark Borman, Dr. Samuel S. Ahn, Charles Hart and Northstar Biotechnology Group, LLC.
“In 2007, I helped the company and its executives raise much needed capital,” said Leonhardt. “Instead of graciously repaying me, I have to file a lawsuit and chase them down.”
Copies of the complaint are available for download here and at www.lawsuitpressrelease.com.
Contacts
For Fox Wackeen
John P. David, 888-859-6637
www.LawsuitPressRelease.com
john@LawsuitPressRelease.com"
"
Fascinating IMO. I always, personally "wondered" how a public traded company could just create out of thin air, this quasi sorta "company-in-a-company" by opening an LLC and then signing over all sorts of stuff to it, who's members are one in the same as the BOD of the public company? That always just blew my mind personally. Then, they started doing all these "debt for equity swaps" and what not- again with the same people and Northstar LLC seemingly all wrapped around the axle in one form or another. Never passed the smell test to me personally. And now it looks like it's all wrapped up in what this Brenda Leonhardt is alleging in this suit.
Should be fascinating to see where this all goes, again, seeming to be expensive as heck to defend and man, if she prevails, it would seem it would pretty much BK what's left of this company at this point- from my 2 cent point of view.
http://www.bizjournals.com/southflorida/news/2015/01/08/sunrise-biotech-company-sued-for-2-3m.html
http://finance.yahoo.com/news/investors-sue-bioheart-inc-millions-171600949.html
http://www.biospace.com/News/investors-sue-bioheart-inc-for-millions-in-unpaid/360172
http://www.regmedinvestors.com/articles/bioheart-otc-bhrt-investors-sue-unpaid-debt
It's a generic template page on the NASDAQ. OCAT is not even a NASDAQ listed stock.
Notice, it also has GARY RABIN as the current CEO.
That info is "scraped" from the SEC filings among other places. The secondary is "live" and can be placed at any time.
A "quiet period" is not a wait for the secondary to place. It's a time between the registration statement and the SEC declaring it effective, which has already occurred. Read the prospectus, not some generic template page parked on the NASDAQ site.
Also, read the SEC site regarding what a "quiet period" is and even means. It has nothing to do with what is being implicated in numerous posts here.
OCAT can sell and finish that secondary (which is NOT necessarily for $62 million- that's a generic number used as a template when the prelim prospectus gets published and is nothing more than the 10 million X that day's share price).
Read the prelim prospectus and every key field including price and final amount net to OCAT is BLANK.
http://www.sec.gov/Archives/edgar/data/1140098/000104746914009660/a2222363z424b5.htm
PRELIM PROSPECTUS, PAGE S-6 (NO PRICE and NO "net" to OCAT as they are not known numbers until the deal is sold and done. So no one knows if it's $50 million or $60 million or $62 million or $45 million to OCAT)
"We estimate that the net proceeds from this offering will be approximately $ BLANK million (or approximately $ million if the underwriters exercise their option to purchase additional shares in full) after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from the sale of the offered securities for general corporate purposes, which may include, but are not limited to, working capital, strategic acquisitions and other potential business development activities, ongoing research and development activities, funding clinical trials and regulatory approval application processes, and capital expenditures."
PAGE S-16: (the underwriters will be SELLING THE STOCK- it's not a "private placement" or anyone "holding the shares" or whatever? They will be SOLD and hit the market as free trading shares. The underwriters will even "make a market" (be MM's) if they want and short the stock and sell to whoever they want, at will.)
"The underwriters have advised us that, following the completion of this offering, they currently intend to make a market in the common stock as permitted by applicable laws and regulations. However, the underwriters are not obligated to do so, and the underwriters may discontinue any market-making activities at any time without notice in their sole discretion. Accordingly, no assurance can be given as to the liquidity of the trading market for the common stock, that you will be able to sell any of the common stock held by you at a particular time or that the prices that you receive when you sell will be favorable."
"Commission and Expenses
The underwriters have advised us that they propose to offer the shares of common stock to the public at the public offering price set forth on the cover page of this prospectus supplement and to certain dealers, which may include the underwriters, at that price less a concession not in excess of $ BLANK per share of common stock. The underwriters may allow, and certain dealers may reallow, a discount from the concession not in excess of $ BLANK per share of common stock to certain brokers and dealers. After the offering, the public offering price, concession and reallowance to dealers may be reduced by the representatives. No such reduction will change the amount of proceeds to be received by us as set forth on the cover page of this prospectus supplement."
PAGE S-18 (SHORTING by underwriters and others)
"The underwriters have advised us that, pursuant to Regulation M under the Securities Exchange Act of 1934, as amended, certain persons participating in the offering may engage in short sale transactions, stabilizing transactions, syndicate covering transactions or the imposition of penalty bids in connection with this offering. These activities may have the effect of stabilizing or maintaining the market price of the common stock at a level above that which might otherwise prevail in the open market. Establishing short sales positions may involve either "covered" short sales or "naked" short sales.
Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. The underwriters are not obligated to engage in these activities and, if commenced, any of the activities may be discontinued at any time."
Last 10-Q filing regarding the Lincoln line and how much is left available on it:
http://www.sec.gov/Archives/edgar/data/1140098/000101968714004157/0001019687-14-004157-index.htm
PAGE 36
"On September 19, 2012, we entered into a purchase agreement, or the 2012 Purchase Agreement, with Lincoln Park Capital Fund, LLC, or Lincoln Park. Pursuant to the 2012 Purchase Agreement, we had the right to sell to Lincoln Park up to $35,000,000 in shares of our common stock. In June 2014 we had completed the last sale of common stock to Lincoln Park under the $35,000,000 Purchase Agreement.
On June 27, 2014, we entered into a new purchase agreement, or the 2014 Purchase Agreement with Lincoln Park pursuant to which we have the right to sell to Lincoln Park up to $30,000,000 in shares of its common stock, subject to certain limitations set forth in the purchase agreement."
PAGE 37:
"Cash provided by financing activities during the nine months ended September 30, 2014 and 2013 was $22,768,062 and $16,244,532, respectively. The cash provided by financing activities during the nine months ended September 30, 2014 included $24,038,191 from the sale of common stock to Lincoln Park. The Lincoln Park sale included 2,269,750 shares of common stock sold to Lincoln Park pursuant to the 2012 Lincoln Park purchase agreement, for total proceeds of $14,281,295 and 1,273,241 shares of common stock sold to Lincoln Park pursuant to the 2014 purchase agreement for total proceeds of $9,756,896."
Thus, the new Lincoln Park line is called the "2014 line". It was for up to $30 million. As of that 10-Q filing covering to Sept 30, 2104 OCAT had already made a draw of $9,756,896 on that line. It's obvious to me this was used to help not only fund day to day operations but was used for some of the debt reduction seen in the balance sheet (as was the final draws on the 2012 Lincoln $35 million line) - the draws that would have helped bolster the balance sheet to get them some slightly positive share holder equity, the $720K seen on the prospectus balance sheet- but still shy of the $5 mil the NASDAQ wants to see.
Thus, as of Sept 30, 2014 the Lincoln line had:
$30 million - $9,756,896 = $20,243,104 left on it. $20 million essentially.
OCAT would have more than like had to tap it again though as it's now 3 months later in Jan 2015 and the $7 mil cash on the books would be gone. Also, if they, OCAT wanted to get the $5 million the NASDAQ wants to see in equity- they'd have to use $5 mil right there.
I'd say they might tap that remaining $20 mil out real fast. Say $6 mil or so for 3 months of operations and $4 mil for the NASDAQ equity and that's $10 mil gone there leaving maybe $10 mil or so left.
The Lincoln line is obviously nowhere near enough to fund an FDA level trial. "MAYBE" (big if) a down payment to get some things rolling- but then they'd be tapped out and have no back-stop for monthly, day to day bills and end up cash broke.
It's thus obvious why they filed a $100 mil shelf and plan to sell secondary offerings against it ASAP. They're gonna burn up $50 mil or whatever it is, in a matter of a yr or 1.5 yrs once they ramp into serious phase II spending and they know it.
They need cash and lots of it. That's where they're at IMO. Lincoln is not gonna cut if for these trial needs. They're gonna take what they can get on this first secondary offering of the $100 million shelf and get moving IMO. They can then hopefully get uplisted- and they'll then do another secondary against that shelf probably as soon as later in 2015.
That's my read on it.
The prospectus does not need to be declared "effective"??
It's only "share registrations" that the SEC reviews and declares "effective"- in order to declare that the shares are legit, properly issued, registered with the DTC, meet the corporate A/S allotment, etc.
The prospectus is for a portion of the shares now already duly authorized and declared "effective" per the open shelf offering. That shelf can now be tapped out to the full $100 million worth of shares, in several offerings.
This particular first offering is only for a portion of the total shelf. More than likely, later in the year, OCAT will hit that shelf again in another capital raise (they've more less made that clear and stated just that).
This secondary via the prelim prospectus they're trying to sell and place now is round one. There will be more- the amount this will raise and net to OCAT (which will most like NOT be $62 million given the present market price)- that amount is nowhere close to funding all their trail needs. They will be diluting more- just doing it in stages to lessen the effect of down pressure on the shares.
NO?? "$OCAT already has a $30 mil Lincoln in place which sells into the open market. $OCAT plan is go with a $10 mil shs, $62 Private Placement that holds and does not sell into open market."
There's no "private placement" of 10 million shares taking place? It's a secondary offering that is being underwritten and EVERY LAST ONE of those 10 million shares can and will be sold into the open market as free trading float.
Where does it say otherwise in the public placement offering prospectus? This is not a "private placement" of any kind, shape or form?
Also, the Lincoln line "was", past tense for $30 million. OCAT has tapped that line several times already. At best, it's got about $20 mil left on it, more than likely much less than that as OCAT would be tapping it very recently for survival cash- they burn $2 mil or so a month and only had about $7 mil in cash left as of the Sept 30th, 2014 financials (see 10-Q or share offering prospectus)
http://www.sec.gov/answers/quiet.htm
http://www.sec.gov/cgi-bin/browse-edgar?company=ocata&owner=exclude&action=getcompany
The ONLY documents that matter are on that SEC database. All else is noise. If it's not filed and stated in a SEC document- then it means nothing.
Stick to the sources, the legally filed, legally binding documents. There is nothing "magic" about Jan 12th. The CEO just happens to be speaking at some conference on that date, a conference planned a long time before any secondary supposed "quiet period" would have occurred and the OCAT CEO is just one speaker among many- it's no big deal. They always speak at "conferences". How many did Gary Rabin speak at? 100 or more probably? Who knows?
"always low this time of yr"????
Stocks trade based on some "yearly" schedule or cycle? Where still in probably the biggest bull market in history- with many, many stocks making continual new highs, and not 52 week and near record lows? That doesn't seem like a correlation to me?
Further, I pulled up a long term chart of BHRT and found the following historic prices for early January:
Approx. Jan 7th of each yr:
2011 BHRT was about .37 (37 CENTS) a share
(thus it's lost about 97% of its value just in that time frame)
2012 BHRT was about .05 (5 CENTS) a share
2013 BHRT was about .02 (2 CENTS) a share, 100% HIGHER than it is now.
Not sure about the it's always "low" this time of year theory?
Maybe it's just the result of endless, massive common share dilution and continuous use of toxic, death-spiral, convertible debt financing? Maybe? Possible?
FREE FALL, .088. Wow !!
Wiped out. No bottom in site on this now.
Toxic financiers and endless cheap share dilution. It's just got no bid support and no buying pressure of any kind it looks like.
Look at the volumes on these massive sell n dump days- very high volumes. Any slight "up-tick" days are on a fraction of the sell n dump days.
The volume is more telling and revealing to me. These are insider or big finance boys or firms "working it" for Magna or whoever shares that must be getting dumped. I don't think this is Joe Q. Public unloading shares on these big down days. Too many perfect trades of like 500K or 300K blocks posting as single trades each day on the chart.
This is like catching a falling knife territory now to me. Don't know where it's gonna find a bottom, if any? They must be tapping that Magna "credit line" facility any day now I'd think- and the lower this price goes, that's gonna just get that much more dilutive too, which will wreck the share price IMO.
Say they wanted, needed to, for survival, needed to tap that Magna line for say $500K now, this week.
At .088 per share, that's .088 X .93 (Magna's discount) = .0088 X .93 = .0081 per share. $500,000/ .0081 = 61.7 MILLION shares Magna would now get, minimum, to give BHRT just $500K in cash. Staggering dilution that would occur.
Wow. Looking tough in here? Not good at this point- as they're gonna need cash, one would have to assume, and this lower price is gonna make that Magna line that much harder to access IMO. No wonder they needed to increase the A/S to 2 BILLION not long ago. IMO they knew this was what was coming and planned. Why else go so high as 2 BILLION shares on that A/S increase? Plus, they're still issuing themselves a lot of shares (to insiders for all various reasons) and paying common bills and other expenses in common shares. Shares just fly out like water, dilution un-ending as far as I can see.
"On Jan 12, 2015, the official "quiet period" is over and looking like $OCAT has chosen to wait until then to
(1) to announce details for the Nasdaq Capital listing status
and
(2) to announce details for the 10 mil shares, $62 mil offering."
What?
http://www.sec.gov/answers/quiet.htm
"The federal securities laws do not define the term "quiet period," which is also referred to as the "waiting period." However, a quiet period extends from the time a company files a registration statement with the SEC until SEC staff declare the registration statement "effective." "
Look on SEC EDGAR, the share registration statement was declared EFFECTIVE on 11/14/14. BIG WORDS, EFFECT (which is a truncated word EFFECTIVE)
http://www.sec.gov/Archives/edgar/data/1140098/999999999514003368/9999999995-14-003368-index.htm
NOTICE OF EFFECTIVENESS. The "quiet period" ended right then and there.
The "quiet period" in invoked from the time of filing until the SEC declares it EFFECTIVE. Which already took place- they are not under any "quiet period"?
During this supposed "quiet period" they ALREADY released a slide show with the wording, "IN DIALOGUE WITH NASDAQ"??
So how was that done?
They're not under any "quiet period" that would effect anything from being done or completed? That's not what a "quiet period" even means or is?
The only thing a "quiet period" would mean- is that they can't pre promote, or speculate as in PR or use private communications to other firms or do any private promoting or selling, etc of a "major material event" until the registration is declared EFFECTIVE which already occurred. IF the major event occurs and is a "matter of record and fact" then they can disclose it as having taken place and occurred. A quiet period does not mean "waiting" as if all business or business deals magically go on hold and can't progress, etc?
Simply is not true. The secondary prospectus is open and "live" and could be placed and ANNOUNCED at any time and they could "uplist" and then announce it at any time- as they would be fact based events and not contain any speculation or promotion, etc.
There's no stipulation that a "quiet period" stops business or event from happening and if concluded, then being publicly announced- so long as all people and entities get equal and timely access to the same information. Aka no "private" communication or soliciting, etc. They are already out of the "quiet period" anyway. It's past tense.
.009, WHAM, and there it is. The new zero after the decimal.
Welcome to MAGNA WORLD IMO. Toxic financing and endless dilution has consequences from all I've even seen on these types of "financing" being used constantly. Financing deals and mass dilution that no amount of "PR" or attempts at "news" are gonna overcome from what I've seen historically.
The kind of mass dilution numbers seen in that latest Proxy vote filing- just the amount from the prior 10-Q to end of Dec 2014 are staggering.
BHRT now has at least qty-4 "toxic" lenders working their stock IMO: Magna, Asher, Fourth Man and Daniel James per the latest BHRT SEC filings.
A 9 month sustained and unbroken down trend with the stock losing about 85% or more of its value now since March/April 2014 and well over 50% now in about the past 3 months. Making 52 week lows and approaching its all times low.
Technically weak and financially extremely weak here now. I don't see a catalyst that's gonna turn this down trend anytime soon? The market cap is now at about $5 MILLION lousy bucks on a stock with over $2 MILLION in just accounts payable as of their last 10-Q and another $2 million of short term obligations due on their expense line and over $10 million in total "current obligations", and $46K total cash in same 10-Q filing. It's looking pretty dire here IMHO.
Why hasn't any "big money" person or group (Leonhardt is always posted and spoken about and being promoted)- why hasn't any entity just stepped in and bought this out and paid off all their debt? Leonhardt can't scrape together say even qty-5 "big investors" to put up $3 million each and just buy out the market cap and debt and take it private or whatever? Why the endless need for toxic, death-spiral financing which for the most part goes to pay a couple of the insiders ever increasing base salaries and now very large cash bonuses? ($1.575 million annually goes to pay just two people in a company of 4 total full time per their own SEC filings)? Why is that? Seems to make no sense to me?
They're obviously, IMO, not going to "fund" any FDA level trials anytime soon- it just seems impossible given their own SEC filing numbers and cash position and the reality that they've hacked R&D spending to near zero, while using that same money to pay themselves (two people) large bonuses totally $800K in a single yr, while total R&D spending is now about $3K lousy bucks a month. No medial trials are gonna be run on $3K a month? It probably costs $3K a month in just paperwork for an FDA phase 2/3 level trial to be run properly.
Just not seeing it here? Looks like tough sledding at this point?
"Has anyone noticed that the 10000000 shares have been sold. The info i was looking at suggests that it took place. This is good news imho. "???
NO, I haven't "noticed" it because it HAS NOT HAPPENED?
What 10 MILLION shares have "been sold"?? When?
So OCAT filed and posted a PRELIMINARY PROSPECTUS with the SEC, a blank prospectus in all key fields- and then "supposedly" finished and sold and closed the 10 MILLION share offering but never told anyone?
1) There is no guarantee that the secondary they are "trying" to sell will be $62 million dollars to the company as is being repeated over and over. That's simply the way these deals are presented in a PRELIMINARY prospectus (meaning a YET TO BE PRICED or SOLD prospectus) they use the share price on the day it's posted X 10 million shares being offered and thus plug in the speculative number of $62 million. It can sell and place at any price based on what the underwriters can get it sold for. OCAT then "nets" whatever the sale price is - fees - expenses. The underwriter always gets a share discount in these deals. They are NOT going to pay full market price which lately is around $6 to maybe $6.50. A typical underwriter discount on very high quality company offerings (not OTC transfers or cash poor, highly speculative micro-cap bio tech firms) is about 7% minimum, maybe 10%. At a 10% share discount (which I think it will be more than that IMO) that puts the offering price at maybe $6.50 X .9 = $5.85 on the high end which is about $58 million of which OCAT would bank or "net" less than that due to fees and expenses, maybe $50 mil in their bank in the end. That's the high end IMO.
2) There is nothing magic about 1/12/15 just as there was nothing magic about 1/7/15. That secondary and/or and "uplist" can occur at anytime. The prospectus is "live" they did a mini "road show" and they can or could have sold and placed that secondary in Dec of 2014 if they wanted to. There's no "quiet period" that keeps that secondary from closing? They simply can't send certain communications during that time or hype or post certain claims or solicit people in private (meaning OCAT, but not the underwriters who are actively trying to sell the deal). There's no big deal about 1/1215? This is another myth being propagated on certain msg boards as always, just as 1/7/15 was- which just came and went. They, OCAT, obviously "thought" they'd sold the secondary or planned too on 12/18/14, the Friday of the royal mess of the we-uplisted-but-we-never-really-upliste day. That's what triggered that day. There is not some "quiet period" holding anything back?
It's the underwriters who BUY THE SHARES and the PAY OCAT. That's how an "underwritten" deal works. The underwriters are then gonna "flip" and sell those shares ASAP to whoever they have lined up as buyers- such as hedge funds, large private firms that buy deals, and the underwriters are going to be MM's in of the shares themselves- it's stated right in the prospectus and will be SELLERS and SHORT OCAT shares as they see fit or desire.
3) The INSTANT if they sell and place that secondary (which more than likely will not bring in $62 million to OCAT) the instant it's sold- that prospectus on the SEC EDGAR data base will be updated and the pricing and all other details will be filled in and a PR will hit the news wires within minutes of that occurring.
4) As to why Wotton is presenting on a certain day? Who knows? He didn't plan and organize that conference- that date of Jan 12th was picked a long time ago, probably 6 months or more ago when that conference was organized and planned and they sought out speakers and attendees. There's a 100 different reasons why that conference presentation is taking place on that day- most, or probably all of which has nothing to do with Wotton planning or picking that particular day. CEO's present at conferences and give talks all the time- it's one of their primary functions, they are the chief sales person and face of any public company. Gary Rabin "presented" at "conferences" endlessly, it's nothing new or special about Wotton or any other CEO. Jan 12th, 2015 was picked by those conference organizers long before Wotton and OCAT had some plan to "try" and place a secondary. Again, make Jan 12th no "magic" day?
That NASDAQ "page" constantly being referred to as some "source" of valid info is a GENERIC TEMPLATE page, up to and including, listing GARY RABIN as PRESENT CEO. It's "scraped" info and is not live yet-as OCAT is not even a NASDAQ traded stock yet.
The PRELIMINARY PROSPECTUS on file with the SEC, every key field is BLANK- including the price and the amount:
http://www.sec.gov/Archives/edgar/data/1140098/000104746914009660/a2222363z424b5.htm
Public offering price
$ $
Underwriting discounts and commissions(1)
$ $
Proceeds, before expenses, to Ocata Therapeutics, Inc.
$ $
BLANK. EMPTY. UNPRICED. AMOUNT NOT KNOWN YET (as in it's not $62 million as being claimed, etc)
PAGE S-6:
"Use of proceeds
We estimate that the net proceeds from this offering will be approximately $ million (or approximately $ million if the underwriters exercise their option to purchase additional shares in full) after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from the sale of the offered securities for general corporate purposes, which may include, but are not limited to, working capital, strategic acquisitions and other potential business development activities, ongoing research and development activities, funding clinical trials and regulatory approval application processes, and capital expenditures."
APPROX __________BLANK and APPROX ___________BLANK as it HAS NOT BEEN SOLD OR PRICED YET.
Period. End of story.
Any news on the Jan 7th "uplist" to the NASDAQ that was supposed to occur today?
I read in many, many places that today, Jan 7th was thee day to uplist, based on the "90 days" and all the rest?
Is there any updated info on this "event"? I'm still showing OTC traded? The trading day for Jan 7th is closed and I'm showing OTC traded?
Any news releases or PR or anything on this that is known about?
"The exact reason that Paul Wotton came to $OCAT is projecting for quick Commercial approval for SMD and AMD based on Phase2A excellent efficacy results."
It's just amazing IMHO to know with 100% certainty "the EXACT reason" why a public traded company CEO made his particular career choices, why he left one company to move to another, why he chooses to sit as BOD of on another company, etc. Just amazing. I just don't know how one gets this particular "power" or "insight" to know why or how a particular individual made the personal life and career decisions that they did?
Also, it's beyond AMAZING IMO, that the results of a yet completed trial can be known ahead of time to be "EXCELLENT EFFICACY RESULTS"?? Again, what "powers" allow this "seeing" of future, to "know" what are as yet unknown results and events? It even says that Wotton can "project" the future apparently? This is stunning information.
Also, it's amazing to know that a Phase2A will = a "commercial product" when all I've ever known is it takes AT LEAST completing all the way through a large Phase 3 trial to get the FDA to even consider a "review" of one's test data, let alone put it to an approval vote to grant the right to "commercialize" it to the masses? Is this new? This ability to now apparently just skip the entire FDA phase 3 portions of trials and then get "commercial approval" via some other "magic" like way? I've never heard of this before?
In fact, here is thee FDA website describing, in detail, the FDA drug approval process- and it's pretty crystal clear IMO that they call for trials all the way through a phase 3?? Is the FDA wrong?
http://www.fda.gov/drugs/resourcesforyou/consumers/ucm143534.htm
"At the end of Phase 2, the FDA and sponsors try to come to an agreement on how large-scale studies in Phase 3 should be done. How often the FDA meets with a sponsor varies, but this is one of two most common meeting points prior to submission of a new drug application. The other most common time is pre-NDA--right before a new drug application is submitted.
Phase 3 studies begin if evidence of effectiveness is shown in Phase 2. These studies gather more information about safety and effectiveness, studying different populations and different dosages and using the drug in combination with other drugs. The number of subjects usually ranges from several hundred to about 3,000 people."
Nothing in there about "commercializing" after a phase2B or whatever? Is the FDA site out of date or incorrect or something?
NO, "Is it higher than it was a year ago"
No, it's actually not "higher" than a yr ago. On Jan 9th, the trading day of that week, Jan last yr it was at ONE CENT.
Today it's trading at essentially ONE CENT, and touched exactly ONE CENT today.
Thus, it is not "higher today" than it was last yr.
Further, it's now in a sustained, 9 month unbroken downtrend in which it is making lower highs and lower lows w/ the down days always being the higher volume days. A sign of extreme technical weakness and large, unabated selling pressure with little to no buying interest. It's at a 52 week low and very near it's all time low, despite being in business since 1999 and public traded since 2008.
The common shares have lost over 99% of the common share value since going public in 2008 ($5 a share to now essentially 1 CENT a share).
The common shares have lost about 98% of their value since the present CEO took over in 2010 (about .50 cents a share to now 1 CENT a share)- the CEO who just helped self-vote himself a very large base salary increase and a cash bonus for just 2014 of $500K dollars, from a near cash broke company of 4 full time people per their recently filed proxy statement.
BHRT has gone from $5 a share in 2008 to now 1 CENT a share and have diluted to over 20X the outstanding shares now via massive dilution to the common shares- for the most part rendering them worthless.
That's just the reality of the situation. Those are published, historical facts and data and simple math, no opinions or interpretations needed. Just is what it is. Reality.
Down 14% today on pretty high vol, parked at 1 CENT w/ the market cap now at about $5.7 million w/ current debts exceeding $10 million and just short term obligations like accounts payable and a few other expense entries at around $4 million per last 10-Q and $46K cash on hand last reported. Wow. That's pretty tough sledding to me.
Getting pounded down again today- bid is basically parked at 1 CENT.
Notice, one 300K share trade popped off again that instantly sunk it. For the last 2 weeks, on these higher vol dump n sell days, there's been a single trade each day- last week they were usually 500K shares, perfect round numbers, that would sink it 10% in a blink each time.
Then, the rest of the day, someone sits on the ask with small amounts and they play it till day's end.
This IMO is the "new normal". It's Magna to me. Classic Magna with some Asher and the other toxic financiers tossed in for a little added flare.
I can't see anything they're gonna do that will get this off bottom. They've tried firing off numerous PR about "something" and every one of um got panned, as did the last 10-Q and the "revenues" that haven't made a dent in their cash desperation situation.
I expect by the 10-K release to see massive increase in dilution shares and a huge increase in expenses as they've been hiring all these law firms for the two big lawsuits they're now named in as defendants. I've looked up those law firms and read their websites and bios- they don't look like any low cost "yellow pages" firms to me. I'd guess big, big bucks to put those firms on retainer- and they're now representing not only Bioheart the Corp. but also Northstar LLC (who's essentially one in the same as BHRT, all insiders) and then every corporate officer they have is named and then Comella has another set of lawsuits going with her involved. My belief- is Bioheart is picking up the tab for all of um- I doubt those people are paying their own legal fees out of pocket. One way or another I'd guess BHRT picks up the entire legal tab, which for a cash poor company is gonna be big IMO.
https://www.clerk-17th-flcourts.org/Clerkwebsite/BCCOC2/OdysseyPA/CaseSummary.aspx?CaseID=7862332&hidSearchType=party_case&DisplayCitation=no&CaseNumber=CACE14021256&SearchType=
https://www.clerk-17th-flcourts.org/Clerkwebsite/BCCOC2/OdysseyPA/CaseSummary.aspx?CaseID=7155410&hidSearchType=party_case&DisplayCitation=no&CaseNumber=CACE13024037&SearchType=
That's a lot of "lawyering" on "retainer" looks like to me? What do those kind of firms bill an hour- maybe $250 to $500 an hour plus some up front coin for retaining um?
Huge dilution, essentially unending and continual use of toxic debt financing that just pays the tab for insiders essentially (bonuses and big base salary increases)- all while no key trials get funded and R&D spending has been hacked to near zero (about $3K a month per last SEC filing). Where can this possibly go from here that gets um out of this box they're in? I'm not seeing it?
Just the $800K bonuses now owed to just two people (insiders) alone and probably all the law firm fees- will suck dry any Magna "credit line" and other cash they can tap in periodic "draws", let alone that they had over $2 MILLION already in just "accounts payable" as of that last 10-Q, against $46K in total cash. It just doesn't pencil out IMO to any trials or real medical research or whatever ever happening again, not in the near term that I can see? So what "business" are they really even in anymore? I don't get it?
Totally flat-lining mode again. 2 hours since a single trade has printed.
It's on low vol, just sitting. But the big sell-dump days of the past month have been on higher than avg volume days of 3 to 4.5 million shares of recent. And then like yesterday, a single trade of maybe $500 to $1000 tops, sunk it 19% in a blink.
It's only trading on a wide open spread right now- they've got the spread opened up 10% plus on these low volume days.
I think Magna and Asher and Daniel James and Fourth Man, all the convertible debt and toxic finance dudes pretty much run the show now on this stock's price.
BHRT has tried firing off numerous "PR" about whatever and it hasn't made even a slight dent in the strong, 8 month plus downtrend. This is now hugging the 52 week low and near the all time low- and I don't see any sign of an event that's gonna budge it off bottom given all the toxic share overhang and just massive, continual, non stop dilution going on.
Just read the latest proxy and do the math on just the past month or two's incredible dilution. 10's of millions of shares a month being poured out like water now. And now some big hitter law firms being put on retainer for this latest lawsuit that's seeking $2.3 million plus interest in damages from BHRT, who as of their proxy or last SEC filing have about $220K grand total in assets.
Looking like tough sledding ahead here IMO. Not good.
" led to believe that today, January 7th was some kind of special uplisting day where Ocata would announce 62.5mil raised"
Totally agree. I believe today will come and go like any other day and nothing major or of any consequence is going to happen. OCAT is trading firmly on the OTC right where it's always been.
It's trading RED actually as of right now with a day's low so far of $6.56 and on very low volume.
It's Jan 7th on my calendar and OCAT is still an OTC traded stock. I can't even remember how many times Jan 7th was "claimed" to be thee day. The "big" day for an "uplist" and whatnot?
"$OCAT Paul Wotton is establishing connections for business networking."??
Really? How is this known I wonder?
Where did Paul Wotton the CEO actually say this or state it in writing in a public statment?
Or is this just pure speculation, essentially made up via imagining it?
Paul Wotton more than likely took a BOD seat on some other company's BOD for the EASY MONEY those seats pay. It's great pay to show up a few times a yr for a "meeting" and a little bit of other light "house work" typically.
Nothing more and nothing else. It's why all BOD members take a seat- for money, pay, self-enrichment, etc. They're not charity workers?
SNAKE OIL when I see a list of any company or product or person or entity that "claims" they can treat essentially every serious malady known to mankind via one product or solution or "treatment", etc. Might as well be hocking "magic" vitamin supposed "cures" to people at that point. If OCAT "claims" to even remotely believe they can "cure" what's on this list that was posted- then they've lost all credibility in my book and are into serious P.T. Barnum territory.
It would be a preposterous claim- pure balderdash. 15 yrs to get to a tiny, 18 person micro trial phase I on just the "eye" and now a "claim" is being made to supposedly, even remotely, hold the possibility/solutions to "cure" or "treat" pretty much every serious malady on planet earth that affects humans? What? On what science is this "list" being formulated upon? How much research with credible results is there to back up OCAT "treating" or "curing" even one item on this magic "list"??
The list postulated was:
A list of ailments treatable by OCAT's eMSC... .list assembled by David Anderson, thanks.
1 multiple sclerosis,
2 systemic sclerosis,
3 hematological malignancies,
4 myocardial infarction,
5 organ transplantation rejection,
6 chronic allograft nephropathy,
7 cirrhosis, liver failure,
8 heart failure,
9 GvHD,
10 tibial fracture,
11 left ventricular dysfunction,
12 leukemia,
13 myelodysplastic syndrome,
14 Crohn's disease,
15 diabetes,
16 chronic obstructive pulmonary disease,
17 osteogenesis imperfecta,
18 homozygous familial hypocholesterolemia,
19 treatment following
20 meniscectomy,
21 adult periodontitis,
22 vasculogenesis in patients with severe myocardial ischemia,
23 spinal cord injury,
24 osteodysplasia,
25 critical limb ischemia,
26 diabetic foot disease,
27 primary Sjogren's syndrome,
28 osteoarthritis,
29 cartilage defects,
30 multisystem atrophy,
31 amyotropic lateral sclerosis,
32 cardiac surgery,
33 refractory systemic lupus erythematosis,
34 living kidney allografts,
35 nonmalignant red blood cell disorders,
36 thermal burn,
37 Parkinson's disease,
38 microfractures,
39 epidermolysis bullosa,
40 severe coronary ischemia,
41 idiopathic dilated cardiomyopathy,
42 osteonecrosis femoral head,
43 lupus nephritis,
44 bone void defects,
45 ischemic cerebral stroke,
46 after stroke,
47 acute radiation syndrome,
48 pulmonary disease, arthritis,
49 bone regeneration,
50 inflammatory respiratory conditions,
51 respiratory conditions due to an acute injury,
52 Adult Respiratory Distress Syndrome,
53 post-traumatic Adult Respiratory Distress Syndrome,
54 transplant lung disease,
55 Chronic Obstructive Pulmonary Disease,
56 emphysema,
57 chronic obstructive bronchitis,
58 bronchitis,
59 an allergic reaction,
60 damage due to bacterial pneumonia,
61 damage due to viral pneumonia,
62 asthma,
63 exposure to irritants,
64 tobacco use,
65 atopic dermatitis,
66 allergic rhinitis,
67 hearing loss,
68 autoimmune hearing loss,
69 noise-induced hearing loss,
70 psoriasis
71 or any combination thereof.
Any company or person that "claims" any single entity, treatment, product or whatever is going to "treat", let alone offer a "cure" for all those maladies, or even 3 or 4 of them by one product/company- they're just full of it IMO. Again, might as well be shucking "magic vitamin cures" on late night TV or whatever. They've jumped the shark at that point.
Aber, I hear ya,
"We have almost 16million left w Lincoln. Wth"
Here's the thing with Lincoln though, I don't know if there are limits "per draw" on that $16 or so mil remaining. I'll try and do some reading through the past 10-Q/10-K and see what I can find.
Often, on those "credit line" type financing deals- there's a "per draw" limit based on multiple factors. The Lincoln line is spread over 24 months or something like that. Meaning OCAT can't just dial up and say we want the whole $20 mil in the first, single draw. There's some type of max probably per draw.
Also, the cash-cash equivalents was $7.8 mil as of Sept 30, 2014. 3 months have passed since then- at about $2 mil a month they use under normal, day to day biz. So assume that $7.8 mil pretty much got used up and they already probably had to draw at least several $mil to pay bills for Jan/Feb.
So, that $16 mil is now less. But again, not sure what they can draw in a max, single or even two back-to-back draws, if it would get um the $5 mil or whatever that NASDAQ capital amount is.
I considered your same thought process- could they use Lincoln to get the bare min capital and make the shareholder equity or as the Sr Mgt guy called it "book value" of $5 mil. I'm just not sure.
If I find some specific wording on how that Lincoln line works and what the "per draw" limits are, etc I'll post um later if I can get time to comb some past 10-Q/10-K filings.
CLOSED DOWN according to OTC market and Yahoo??
Look like the MM's sunk it like a lead boat anchor into the close again or am I missing something here???
Or is this thing mis-quoting again or something? I checked 3 sources and all 3 are now showing $6.27, RED.
Amazing.
http://www.otcmarkets.com/stock/OCAT/quote
Shows $6.27 on OTC Market place
http://finance.yahoo.com/q?s=OCAT
Yahoo also now showing $6.27 RED?
And I just checked TD Ameritrade and also showing RED:
$6.27 quoting now, live last trade?
Doesn't look like a "big" close in the green to me?
"looking for a safe haven in promising biotechs perhaps."??
Huh? I don't know of a single market theory or commentary that considers micro-cap, cash poor, no product, highly diluting penny stocks, or essentially any no product "bio-techs" to ever be considered "safe havens" in volatile markets? Bio-tech, let alone micro-cap OTC penny stock bio-techs, are considered probably the riskiest and most speculative gamble stocks of the entire stock markets.
"save havens" are in general the following:
1) Large cap stalwart, household name dividend payers such as AT&T, Phillip Morris, Proctor and Gamble, major utilities like Edison, Pacific Gas and Electric, etc. Or major insurance companies or healthcare stocks that pay good dividends or major, big pharma divi payers like Merck or Pfizer and similar. ALWAYS a divi payer. Even as energy gets pounded money will still slowly flow to the "big hitter" divi payers which are Chevron-Texaco and Exxon-Mobile primarily. They'll get nibbled on even as they retreat a bit, just for their ever paying, ever increasing divi payments.
2) Bonds, especially triple-A rated or better corporate bond funds for major diversification and U.S. treasury bonds
3) And cash, thee "safe haven" when it's really bad- the big money just goes to the side-lines and waits it out.
There's no such thing as any "safe haven" in bio-techs?
WHAM !!! Down 19% in a blink.
They just hammered it back down on a very small trade- both vol and dollar wise.
Looks like the Magna guys or whoever decided to come back from vacation on Tuesday maybe?
That is/was a "classic" convertible debt or Magna style "ratchet" IMO. They hammered it for a week or two, then they let it walk back up on some lower volume, very high spread days to build the price back up and put their shares back "in the money" and then pound it for another round of making their money. Wash, rinse, repeat. All while keeping a continuous down trend in place and making ever LOWER HIGHS and LOWER LOWS along the way as they play the "ratchet" down, in cycles of shorting and covering, shorting and covering. The classic death spiral it looks like to me.
http://www.otcmarkets.com/stock/BHRT/quote
Wow, that was a lightening fast hammer. And it's not on much of a trade. I can't see the exact number, but "maybe" a few $thousand bucks or less? Looks like not even that much based on the volume, maybe like a $500 trade or less that sunk it 19% in a single slap. Holy smokes. Amazing.
Wow. Gonna be tough sledding going ahead IMO, too much cheap share and dilution overhang. I posted the proxy dilution numbers- they updated them through Dec 31, 2014 and they are staggering IMO. Dilution is just tearing along un-abated IMO and no "revenues" have not made a dent or a difference that I can see.
"Hop, according to Ted "
That transcript is sketchy at best to me. Seems like they were typing fast and missing a word here and there. Not knocking it, it's decent, but it sounds like what one would expect "trying" to capture a guy speaking pretty rapidly, maybe can't hear him 100% clear, can't pause him like a courtroom and ask him to repeat or clarify the phrasing, etc
The way I read it- he's inserting a contraction in that sentence. He says in effect, per my read, "You need X days AND the second "arm" of $5 million capital, which we will have per the capital raise."
The use of the term "arm" is typical "C" level mgt-speak to me. They love to take simple terms and make um "try" and sound fancy. Like nonsense terms such as "adding color", or "having a runway" when referring to cash needs, etc. It's a lot of mgt gibber-talk. I've heard it all a million times.
Also, read what he says prior- how he states the capital raise and "uplist" were planned, or are planned, to go off essentially as co-events, as per my take on his wording, they need to be for the capital requirement to be met. The co-event deal is what I believe resulted in the Dec 18th train wreck. Pulling off two major events, perfectly co-timed, is probably 200% harder than pulling off one or the other.
I think one of those two events got botched or held or whatever- and it sent both events spiraling into la-la land. They then had to scramble to try and back-out the NASDAQ we "uplisted-oops-really-didn't-uplist" thing-a-ma-gig problem that happened as a result. Not good.
IMO, he's making it clear- we (him speaking) need the capital portion to be met, but hey, no sweat, if/when we (OCAT) do these two "co-events" timed near perfectly together, the capital portion takes care of itself via the capital raise.
Which IMO makes perfect sense- as the secondary, even after fees and expenses and even on a low offering price puts probably $40 million in their bank instantly and now the capital, shareholder equity (book value) issue just evaporates- they'll be so far above that $5 million number he mentions.
That's my take on it. He seemed pretty clear that two events must occur, essentially timed to be near coincidental and that's how they solve the "book value" $5 million requirement.
My 2 cents. Again, I think there's a few words missing from that transcript- it's a decent copy, but not court stenographer quality to me. An audio recording would make it 100% clear if anyone has that.
NO, "
That is not 100% correct. They were a NASDAQ list stock back at the beginning I believe."
ACTC/OCAT has NEVER, EVER been a listed or NASDAQ stock. Ever. That is 100% incorrect. My original statement is 100% CORRECT.
OCAT "went public" via a non traditional method as they were so cash poor even way back, that they could not afford a "traditional" IPO and attempt at being a "listed" aka NASDAQ stock. Thus, they entered the public markets via use of the TWO MOONS KACHINA DOLL COMPANY of Utah, straight to OTC-ville. NEVER once being on the NASDAQ.
The highly credible journal, NATURE:
http://www.nature.com/news/stem-cell-research-never-say-die-1.9759
QUOTE:
"Out of desperation, West agreed at the end of 2004 to take the company public to gain access to a new source of funding. But the legal, accounting and marketing costs of going public through an initial public offering (IPO) were far beyond the company's reach. Instead, in early 2005, ACT merged with Two Moons Kachinas, an obscure, Utah-based outfit that sold Native American dolls. Two Moons was essentially a 'shell' company, allowing ACT to take it over and become a publicly traded firm. This 'reverse merger' was much cheaper than an IPO, but the US$8 million it raised had more strings attached."
Their history is long and "sorted" to say the least. NEVER a NASDAQ stock, not even close.
OCAT is OTCQB right where it's always been. Never's changed.
http://www.otcmarkets.com/stock/OCAT/quote
The source is THEE OTC market place quote system.
"Ocata Therapeutics, Inc., OTCQB"
Or get it right off of FINRA:
http://otce.finra.org/MonthlyShareVolume
"OCAT, OTC "other".
Any place else is not accurate.
"A trap for "Naked Shorts",
A trap for Regulation M Rule 105 violators,
an identified violation of either of the above. "
What? Huh??
A public traded company just massively botched their public shareholder confidence, made the FINRA regulator's list, got the SEC eyes on um and any other number of negative effects because of an imaginary "trap" being implemented??
Public companies do not "set traps" or enforce, or figure out how to enforce, SEC laws and regulations? That's what the SEC and FINRA and the DTC are for? And public traded companies, let alone the SEC, certainly don't do "pretend" and botched "uplists" and then blank-out retail shareholder's accounts and cause massive price mis-quoting, blank and timely and accurate share price quotes and all the rest of the events that follow the week of Dec 18th, 2014 to set imaginary "traps" per some theory put forth on a stock msg board?
If there's illegal trading activity it's up to 1) FINRA usually first to discover it and 2) The DTC who "clears" and "balances" essentially every trade made for every security in the U.S. public markets, literally $Trillions worth annually and one of the most secretive and very powerful "quasi" govt firms related to our securities markets (Google a DTC "chill" or DTC "freeze" and see what it does to a stock, and then if serious enough 3) the SEC would step in.
Companies aren't market regulators and don't set "traps"? When and where has this ever occurred ever, prior and is documented?
"Tommorrow We Uplist, And We Find out Everything. "
I thought they "uplisted" on Friday Dec 18th, 2014? What occurred on that day?
They then "un-uplisted" and made it on the FINRA "daily list" for several days in a row as "OTC re-instated".
Who "pulled the trigger" on that ROYAL SCREW UP? They obviously "thought" they were uplisting and more than likely placing/selling a secondary IMO, but someone sure yanked the plug out of the wall.
What explains Dec 18th, 2014 and based on that- how can anyone "project" or "imagine" with any certainty to claim to know something definitive will be happening on Jan 7th, 2015? Is there an exact time for this "event" of Jan 7th, 2015?
"What you seem to be suggesting would be BHRT intends on conducting an illegal solicitation and balloting of shares. I can not at all believe that will be the situation."
Thanks for the securities law and legal analysis. However, I never stated or even "suggested" anything that you're stating, and I never once used the word "illegal" or any derivative or variation thereof. That's your legal word and apparent legal analysis, not mine.
I simply pointed out the reality and fact that the insiders of BHRT hold the total controlling votes (a majority) for anything needing a "shareholder vote" in the company. Therefor, they will never be out-voted on anything put to a shareholder vote. Ever. It's impossible.
There is nothing "new" or unusual about companies where the insiders have set up a controlling vote structure- whereby they control all shareholder voting matters. Google, the mega cap company has done it, via creating a second, separate class of voting shares, just as BHRT has done by creating Northstar LLC who hold a separate class of shares, the "Class A" shares with their 25 to 1 voting rights and power.
http://www.fool.com/investing/general/2013/06/12/average-shareholders-likely-oppose-googles-dual-cl.aspx
http://www.investopedia.com/articles/fundamental/04/092204.asp
http://economix.blogs.nytimes.com/2014/04/02/the-many-classes-of-google-stock/?_r=0
"Google currently has a dual-class voting structure that ensures that not only will it get its way in all director elections, but it will also be able to soundly defeat any shareholder proposals pushing for changes to its corporate-governance structure."
"Designed to give specific shareholders voting control, unequal voting shares are primarily created to satisfy owners who don't want to give up control, but do want the public equity market to provide financing. In most cases, these super-voting shares are not publicly traded and company founders and their families are most commonly the controlling groups in dual-class companies."
"Rarely has a shareholder vote been less suspenseful. With the Class B shares able to vote, the founders (Google founders) can easily vote down the proposal."
It's very common and used all the time by companies. Again, the votes of the proxy (a SEC formality essentially and requirement to hold an annual corporate meeting and put certain items to a "vote") will be "counted" but they'll never over-ride or defeat the insider's voting block power. Just the way it is.
Northstar alone, which is 100% insiders (mainly the same as a sub-set of the BOD) - they hold a voting rights of 25 to 1 on 20 MILLION shares of preferred stock. Giving them 500 MILLION votes right there.
http://ih.advfn.com/p.php?pid=nmona&article=64870277&xref=newsalert
See the proxy PAGE 29:
The table of insider share ownership and thus voting power per share controlled.
Northstar holds 47 MILLION shares, or about 6.62% and that's excluding the 20 MILLION preferred shares they hold (see note "9", share ownership table page 49 of proxy), the 20,000 million additional "Class A" shares held by Norhtstar have a 25 votes per share provision, giving them 500 MILLION votes right there, and the the other insiders (including the same insiders holdings "outside" their Northstar holdings) hold about another 105 MILLION shares or a 14.8% block of voting power. Add 105 million to Northstar's 547 MILLLION votes and that's over 600 MILLION votes right there, all held by the same 4 or 5 or 6, whatever it is, "insiders"- thus, no "common shareholders" votes (the company has about 350 total shareholder per that proxy, including those insiders)- no "common shareholders" are ever gonna garner enough votes/voting power to ever override what the insider's want passed or voted down.
http://ih.advfn.com/p.php?pid=nmona&article=64870277&xref=newsalert
PAGE 49 of Proxy:
"NOTES
(9) Excludes 20,000,000 shares of Series A Preferred Stock (non-convertible) with each share of Series A Preferred Stock having voting power of twenty-five common shares."
So Northstar alone has 47 MILLION shares plus the 20 MILLION preferred shares with their 25 to 1 voting power. That alone is about 550 MILLION votes. It's a majority of votes if just the Northstar LLC members vote- they control it all. Period, end of story.
It's as simple as that. Again, it's not "new" or "unusual" or in your legal advice terms "illegal"- it's done all the time by insiders of public companies. They want to control it all and they've created the share structure and voting rights structure to do so. They also uppsed those Northstar votes as dilution occurred to insure they could never be out-voted (it was once 20 to 1 votes, then they took it to 25 to 1 as more dilution occurred, giving them a majority when they increased the share to 970 million).
From the 8K filed Dec 2013 :
http://www.sec.gov/Archives/edgar/data/1388319/000114544313002314/d31019.htm
"On December 16, 2013, effective with the filing of the amendment to the Company's Articles of Incorporation with the Florida Secretary of State (confirmed as filed on December 30, 2013), the Company amended its Articles of Incorporation to modify the voting rights of the Series A Convertible Preferred Stock from 20 votes per share on matters to be voted on by the common stock holders to 25 votes per share on matters to be voted on by the common stock holders."
Who holds all the class "A" shares with those 25 to 1 voting rights? Northstar LLC, the BOD and one or two other "mystery" members, that's who. Why would they boost those voting rights from 20 to 1 to 25 to 1? To insure they can never be outvoted by a majority of shareholders as they continually diluted the stock, that's why.
Again, a "common shareholder" little ole retail investor can send in a vote on the proxy, but it will never overcome or override the insider's shares being voted. Those insiders will vote and pass, or vote down whatever they put forth in that proxy. The BOD and the controlling votes are one in the same people essentially. And it's not "new" or "illegal"- it's done all the time in companies who do not want shareholder's voices to be heard or common shareholder's to have any control over what the insider's feel is "their company", yet they want the common shareholder's money via being a public company, just as the several articles cited above state, including the NY Times.
Again, look at the results and wording of the last PROXY VOTE Bioheart issued- they plainly state (paraphrasing), "WE PASSED IT and we DON'T NEED nor do we WANT YOUR VOTES". How could they do that? Because the insiders hold all the majority voting power. Simple.
http://www.sec.gov/Archives/edgar/data/1388319/000114544314000633/d31331.htm
This was a "PROXY VOTE" item.
See PAGE 2:
Quote:
"Form 14A PAGE 2 (filed on April 16th, 2014)
"This notice and information statement (the “Information Statement”) will be mailed on or about April 17, 2014 to the stockholders of record, as of April 16, 2014, to shareholders of Bioheart, Inc., a Florida corporation (the “Company”) pursuant to: Section 14(c) of the Exchange Act of 1934, as amended. This Information Statement is circulated to advise the shareholders of action already approved and taken without a meeting by written consent of the holders of a majority of the Company’s outstanding voting common and outstanding voting preferred stock, specifically, management and one non-solicited shareholder, representing 597,553,092 voting capital shares (including 20,000,000 preferred shares that have 25 for 1 voting rights or 500,000,000 voting shares) (62% of the Company’s issued and outstanding voting stock as of the Record Date). Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the corporate action described in this Notice can be taken no sooner than 20 calendar days after the accompanying Information Statement is first sent or given to the Company’s stockholders. Since the accompanying Information Statement is first being sent or given to security holders on April 28, 2014 to the corporate action described therein may be effective on or after May 19, 2014."
And
"The increase in the authorized shares described in the accompanying Information Statement has been duly authorized and approved by the written consent of the holders of a majority of the voting capital shares of the Company’s issued and outstanding voting securities, your vote or consent is not requested or required."
Notice, they had to "mail it out" to all the "shareholder's of record" per SEC rules, just like they need to hold an annual meeting and hold a "proxy vote" on certain items per SEC rules. But look at the wording, the inside majority had already VOTED and PASSED what was in the proxy- so it was for "information only" as they know the other retail shareholder votes would never out-vote their outcome or decision anyway. Thus the "formality" of mailing it to "notify" them they've been out-voted and the proxy was already passed by a "majority vote", past tense.
See that wording "majority", that's the insiders, aka Northstar primarily and they vote on, and pass what they want, at-will, because they hold the "majority" of votes, which is how "proxy" votes get passed or voted down.
NO, "NasdaQq Capital listing requires $4 to $5 mil shareholder equity vs the $7.8 mil that $OCAT currently has"
They require SHAREHOLDER EQUITY which is NOT "cash and cash equivalents", nor are "cash and cash equivalents" entered on a balance sheet the present and total "assets" of a company. Two different line entries.
Notice in transcript posts, the company office of OCAT said $5 MILLION and specifically used the term BOOK VALUE and said it was a little under a $million, aka $720K if one looks at the balance sheet (he even used the term BALANCE SHEET) in his own words.
He then states (paraphrasing) "We can GET TO the $5 million via the CAPITAL (aka MONEY/CASH) "coming in" via the capital raise".
BOOK VALUE, the term he used would be essentially the same as shareholder equity.
BOOK VALUE = assets - intangible assets (goodwill, IP property, etc) - LIABILITIES
Shareholder equity = ASSETS - LIABILITIES
He, the company officer, spoke of the need for "combined" or "co-occuring" uplist/capital raise. Because that's how they planned to get the $5 MILLION (his words) in "book value" (his wording) they'd need.
The entry matches exactly what the COMPANY OFFICER (not a stock board posts) said, about $1 million in "book value" aka positive shareholder equity- the line entry of $720K. NOT the cash and cash equivalents line of $7.8 million cash and cash equivalents which was "as of Sept 30th" now 3 months ago, meaning that cash has been SPENT on their $2 million PER MONTH cash-burn rate. They'd have to have been tapping Lincoln to keep cash coming in to even pay day to day bills.
As that cash line goes down, so does the "book value" or "shareholder equity" which is why the COMPANY SR MGT OFFICER described a "combined" uplist and capital raise- as they need a large capital raise, over $5 MILLION to put the "book value" (his words) above the NASDAQ minimum of $5 million (HIS words).
HIS wording, the company sr mgt member and explanation is clear IMO, crystal clear. "If" they don't do a "capital raise" at essentially the same time as the attempt to "uplist" then they do not meet the "book value" requirements, which is NOT cash and cash equivalents which are NOT the "assets" of the company.
NO, "Every single cast vote WILL be counted, and therefore "counts" towards the resulting outcome."
A proxy vote outcome is based on a simple majority vote principal. Therefor, once the insiders have a majority voting block of the public traded shares- they can instantly approve and "win" every proxy vote put forth. Any other votes therefor are for all intents and purposes worthless, as they can never tilt or cause a vote to surpass the majority vote held by the insiders. It's a simple matter. One can vote away- but it will make no difference to the outcome. The insiders have already picked what they want approved (including their own, ever increasing compensation), they will then cast their majority vote and self approve those items- and any additional votes cast by common shareholders are futile beyond that point. 51% is 51% and the insiders control more than that. So it doesn't matter if they win/pass an item by 51% or 53% or 70% via the common shares being voted by retail shareholders, the outcome is already pre-determined, the die is cast, the retail shareholder's votes don't amount to a hill of beans. It's a SEC formality to let them vote and nothing more.
Also, the dilution has been MASSIVE as always- there are some updated numbers in the proxy. It's staggering- the pace at which they are diluting. I guessed by the time the 10-K is filed, they will have a final update through Feb 2015 or whatever, and I guessed 800 approx. MILLION fully diluted and I bet they're gonna hit that number based on what's in the proxy statement.
http://ih.advfn.com/p.php?pid=nmona&article=64870277&xref=newsalert
PAGE 49 of Proxy:
"The following table sets forth the beneficial ownership(1) of our common stock as of December 19,2014, based on an aggregate of 578,542,281 common shares issued and outstanding and 145,377,723 shares issuance upon the conversion of securities (outstanding options and warrants; specifically 23,376,000 options currently exercisable and 122,001,723 currently exercisable warrants), for an aggregate total of 714,592,865 beneficial shares, for each of our greater than 5% shareholders, directors, named executive officers that continue to serve as executive officers of Bioheart and by all of our directors and named executive officers as a group. "
So O/S is now at 578 MILLION and fully diluted is 714 MILLION. It's crystal clear now why they upped the A/S to 2 BILLION as they're gonna blow past their prior 970 MILLION number in the next qtr or two, and NO, that's not because of some "big financing" or "partnership" or resulting in their trials being "funded" or whatever (all kinds of "claims" and speculations were made when that A/S increase to 2 BILLION shares was filed, none of which have come true, not by a long shot).
It's just more dilution being poured out like water to pay the insider's their big salaries, pay a bunch of legal, pay vague entries such as "consultants" or "related party notes" (all the usual "stuff" in their 10-Q/10-K filings) and who knows what else, all while nothing has progressed on the key trials and R&D spending has been near zero essentially, at about $3K per month, a total pittance.
From the prior 10-Q filing, PAGE 1:
"As of November 6, 2014, there were 558,942,523 outstanding shares of the Registrant’s common stock"
And PAGE 9:
" Fully diluted shares outstanding were 659,543,477 and 323,296,916 for the three months ended September 30, 2014 and 2013, respectively and 605,015,919 and 336,682,241 for the nine months ended September 30, 2014 and 2013, respectively."
Thus, from November 6, 2014 to just Dec 19, 2014 they diluted out:
578,542,281 - 558,942,523 = 19,559,758 shares. 20 MILLION shares of dilution in about 43 days. WOW. (that's about 14 million per month or 170 million per yr, but it of course is going to get much worse than that now that the Magna credit line is going to be tapped, with the shares down at about 1 cent ea) DILUTION, share price crushing dilution as far as the eye can see IMO.
The fully diluted picture is even worse:
As of Dec 19th, 714,592,865 and 659,543,477 as of Sept 30th, 2014.
So in a period of about 2 months and 19 days, they diluted out:
714.5 million - 659 million = 55 MILLION shares because of not only all the common share being issued but all the options and other derivative shares being poured out like water.
55 MILLION shares of dilution in about 2 months and 19 days. That's about 20 MILLION a month dilution or about 20 X 12 = 240 MILLION dilution shares a yr. WOW.
All that dilution and the share price is at just over 1 CENT, the market cap has collapsed to about $6 million and no major, key, FDA trials have advanced one iota and they ended their last qtr near cash broke with $46K cash on hand and now owe $800K in "bonuses" as "promissory notes" to just 2 people of the 4 people in the company per the proxy filing wording.
"revenues" have made ZERO difference IMO. They're diluting at as furious a pace as they ever have as far as I can tell? What's changed? Nothing that I can see by reading those SEC filings? They're as cash poor and cash desperate as ever, their debt is still over $10 MILLION, their FDA trials have gone nowhere in 5 yrs now and they don't have any cash or funds left on-hand at any given time for the most part- and in fact are even issuing themselves "notes" or "promissory notes" now for large cash bonuses, while massively diluting the common shares, non stop, at an ever increasing pace, heading for 1 BILLION shares outstanding before end of yr 2015, if they even last that long. And now a major lawsuit to defend seeking $2.3 million in damages plus interest, while they have about $250K total assets as a company.
Not looking good IMHO. Weak. Weak stock price, weak market cap and weak financials- very desperate financials IMO.
"Yes indeed. I scanned through it in a 10min sit down"
NO common shareholder vote will "count" or make any difference to the outcome in the slightest. The insider votes are "stacked", 100% guaranteeing they control it all.
The information is no different than what's in any 10-Q filing or the 10-K, it's all taken from those filings.
Further, the annual shareholder meeting proxy announcement was out on 12/19/14 and contained all the same information, including the items to be put to a "vote" that the insiders will self pass via their controlling votes, including the ability to boost their own compensation as they've done continually even as the company is cash broke for all intents and purposes. Nothing new there IMO.
http://ih.advfn.com/p.php?pid=nmona&article=64870277&xref=newsalert
All the proxy info, the votes to be presented- it was all there in that filing on 12/19/14.
Most importantly though is that the common shareholders of BHRT have no voting power or controlling vote over anything anyway. The insiders have 100% stacked the votes so that they control all proxy voting power.
Sending the proxies is merely a SEC formality. Every issue they have up for vote will self-pass via the insider's vote: Northstar holds 500 MILLION vote alone and then the same insiders "outside" of their Northstar participation hold something like another 100 million votes or something to that effect.
Any vote sent in on a BHRT proxy is an exercise in futility IMO. Whatever they put forth on a vote proposal- they will pass themselves. End of story. There's not even close to enough common shareholder votes to have a remote shot at overcoming the insider vote- and BHRT purposely made it that way.
As they've diluted out more shares- they've always insured to increase the insider share holdings and insider voting power to insure they always hold the controlling vote. It's the reason a while back they increased the Northstar 20 MILLION share voting power from 20 to 1, to 25 to 1, to stay ahead of all the dilution they knew was coming.
Proxy-schmoxy. Means nothing to the common shareholders IMO. Just a rehash of 10-Q and 10-K info and a formality vote to meet SEC rules, but one that would mean nothing to a common shareholder.
To show their vote control structure, just look at the 14A they filed for the 2 BILLION share increase authorization, it tells it all:
http://www.sec.gov/Archives/edgar/data/1388319/000114544314001569/d31931.htm
PAGE 2:
"This notice and information statement (the “Information Statement”) will be mailed on or about April 17, 2014 to the stockholders of record, as of April 16, 2014, to shareholders of Bioheart, Inc., a Florida corporation (the “Company”) pursuant to: Section 14(c) of the Exchange Act of 1934, as amended. This Information Statement is circulated to advise the shareholders of action already approved and taken without a meeting by written consent of the holders of a majority of the Company’s outstanding voting common and outstanding voting preferred stock, specifically, management and one non-solicited shareholder, representing 597,553,092 voting capital shares (including 20,000,000 preferred shares that have 25 for 1 voting rights or 500,000,000 voting shares) (62% of the Company’s issued and outstanding voting stock as of the Record Date). Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the corporate action described in this Notice can be taken no sooner than 20 calendar days after the accompanying Information Statement is first sent or given to the Company’s stockholders. Since the accompanying Information Statement is first being sent or given to security holders on April 28, 2014 to the corporate action described therein may be effective on or after May 19, 2014."
"The increase in the authorized shares described in the accompanying Information Statement has been duly authorized and approved by the written consent of the holders of a majority of the voting capital shares of the Company’s issued and outstanding voting securities, your vote or consent is not requested or required. "
Found one new tid-bit I missed prior- they've even lost their patents rights to Myocell-SDF-1 looks like (Myocell is also off patent, that's been well known since 10-K filing over a yr ago)
http://ih.advfn.com/p.php?pid=nmona&article=64870277&xref=newsalert
PAGE 22:
"In February 2006, we signed a patent licensing agreement with the Cleveland Clinic which provided us with the worldwide, exclusive rights to three pending U.S. patent applications and certain corresponding foreign filings in the following jurisdictions: Australia, Brazil, Canada, China, Europe and Japan, or, collectively, the Cleveland Clinic IP, related to methods of repairing damaged heart tissue by transplanting myoblasts that express SDF-1 and other therapeutic proteins capable of recruiting other stem cells within a patient’s own body to the cell transplant area. The term of our agreement with the Cleveland Clinic expired in July of 2009, when the license to the patents was turned over to a Cleveland Clinic affiliate, Juventas. We have an understanding with Juventas to restore the license to the patents once certain milestones have been achieved by Bioheart."
So they don't even have patent on that one either- WOW. They have an "understanding"?? What's that? Is that a legal or business term? A handshake or what? An "understanding"? Sounds IMO like they just plain old lost the patent - and it's now been given to Juventas, pretty cut n dry IMO. So that's another patent they do not have. I'll check- but I don't know if that was disclosed prior in the 10-K's or 10-Q? I don't remember reading that one?
Very interesting IMO.
Proxy? To vote on WHAT? The common shareholders have no voting power in this company?
The insiders have full control over the votes, total controlling vote power? What difference would a common shareholder's vote make?
There's about 650 million fully diluted shares O/S right now. The non diluted count a bit less than that.
Northstar alone (who is one in the same as the BOD and CEO for the most part) has 25 to 1 votes on 20 MILLION shares. That's 500 MILLION votes right there. Way past 50% of any vote, way past a majority. Add in what the insiders own outside of their Northstar holdings- and they've totally stacked the deck on this to insure they have 100% total share voting power.
They don't need any vote from any shareholders to pass or approve anything? The sending of the proxy is a formality and nothing more.
Read the SEC filing when they increased the A/S count to 2 BILLION shares- they made it 100% clear they controlled all votes, needed no one else's vote other than the insiders, and further- didn't want or even request to hear from the common shareholders for their vote or input.
http://www.sec.gov/Archives/edgar/data/1388319/000114544314000633/d31331.htm
Form 14A PAGE 2 (filed on April 16th, 2014)
Quote:
"This notice and information statement (the “Information Statement”) will be mailed on or about April 17, 2014 to the stockholders of record, as of April 16, 2014, to shareholders of Bioheart, Inc., a Florida corporation (the “Company”) pursuant to: Section 14(c) of the Exchange Act of 1934, as amended. This Information Statement is circulated to advise the shareholders of action already approved and taken without a meeting by written consent of the holders of a majority of the Company’s outstanding voting common and outstanding voting preferred stock, specifically, management and one non-solicited shareholder, representing 597,553,092 voting capital shares (including 20,000,000 preferred shares that have 25 for 1 voting rights or 500,000,000 voting shares) (62% of the Company’s issued and outstanding voting stock as of the Record Date). Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the corporate action described in this Notice can be taken no sooner than 20 calendar days after the accompanying Information Statement is first sent or given to the Company’s stockholders. Since the accompanying Information Statement is first being sent or given to security holders on April 28, 2014 to the corporate action described therein may be effective on or after May 19, 2014."
And
"The increase in the authorized shares described in the accompanying Information Statement has been duly authorized and approved by the written consent of the holders of a majority of the voting capital shares of the Company’s issued and outstanding voting securities, your vote or consent is not requested or required."
A proxy vote by a common shareholder has ZERO value or input to this company. None. They can, and will pass whatever they want- the insiders have set it up so they control it all.
More free shares for insiders- just an option grant, nothing new.
This BOD member didn't "buy" a thing with his own money. He's been given, for free, 10,000 options to purchase OCAT stock.
What's also telling- is they are "instant vest", very typical of the way this company hands out goodies. No notes showing a more traditional 25% per year vesting schedule. It appears he could exercise all 10,000 at any time he wants, if they were "in the money". Meaning, on any pop of the stock price, he can do a Lanza and dump and sell the whole lot, even in a month or two or whatever. No vesting period on them that I can see in the filing.
Options, at traditional, well run and well managed companies- are meant to be an incentive for Sr. Mgt, Sr technical and engineering staff and similar to stay long term, work their tales off and thus produce- hitting metrics, performance goals, etc. And thus only be rewarded if the company succeeds and shareholder value increases.
It's very customary therefore, for options to grant over 4 yrs, 25% per yr, whenever an option grant is made. In this case- if it were done traditional, he'd have 2500 vested in yr 1, then 5000 by yr 2, then 7500 yr 3 and then after 4 yrs, all 10K options would be available.
But OCAT likes to hand out the freebies and goodies to the top boys. Thus, these are typical of them, "instant vest" versions. All 10K, instantly and fully vested.
My guess, there will be a lot more of these Form-4's now, handy out the goodies for 2015 to the insider club. Again, very typical of OCAT. Very rich to the insiders- despite the common shares losing over 98% of their value. Not a good sign IMO. Poor management.
Actually, just checked the SEC EDGAR database- they handed out a bunch, just as I suspected:
http://www.sec.gov/Archives/edgar/data/1140098/000117911015000195/xslF345X03/edgar.xml
http://www.sec.gov/Archives/edgar/data/1140098/000117911015000195/xslF345X03/edgar.xml
http://www.sec.gov/Archives/edgar/data/1140098/000117911015000194/xslF345X03/edgar.xml
http://www.sec.gov/Archives/edgar/data/1140098/000117911015000192/xslF345X03/edgar.xml
http://www.sec.gov/Archives/edgar/data/1140098/000117911015000058/xslF345X03/edgar.xml
Just beginning of the year, PERKS n GOODY TIME. Nothing new.
Today versus "theories" about too much supposed demand for secondary, etc
It's been postulated that the they held the secondary for supposed "too much demand" or a "bidding war" etc.
I said, NO WAY. They'd never hold or balk because of a "problem" like that IMO. They balk when the pricing power is low, the demand is low and they can't get what they wanted price wise for the secondary shares. Thus, Dec 18th happened- the fiasco of "we-uplisted-oops-sorry-not really" and the subsequent several weeks now of messed up trading accounts, the FINRA daily list, the "we never really left the OTC" and all the rest.
I stated prior, IMO, they'd NEVER hold or wait on a "good" secondary- they'd always strike while the iron is hot. I think today's market is a perfect example as to why. 2014 went out on a high, a near continuance of the raging bull market. Now, in a blink- the DOW and other indices are tanking and tanking hard for a single issue: OIL.
Oil is rattling the markets as the oil "majors" employ literally 100's of thousands of people, they are a huge part of market caps in the major indices, they hire 100's of sub-contractors in the oil services and other down and up-stream businesses who employ 100's of thousands more - who'll also take a major hit as capital projects get pulled and shelved, earnings estimates cut, etc. A lot of oil sub contractors like driller are also reliant on debt for large capital project as are the "majors" - thus oil is even rattling the bond and credit markets, especially high yield (junk) bonds- as that finances a lot of projects often, projects that may now go default. So the "money" in the overall markets- just got tighter today, no doubt about it.
And now there's little ole OCATA, sitting out in bio-tech land, totally unrelated to "oil", but one doesn't think they and the underwriters are staring at their market screens- watching the DOW and S&P bleed red? This is exactly what I posted and postulated previously. What if the market goes "cold", which can happen in a blink? If they had trouble pricing a high risk, speculative offering for a tiny company "trying" to make it off the OTC, well, a market day like today just made it that much tougher IMO. Capital is flying into safe havens today.
This is what's always at risk in a capital raise effort. The uncertainty of markets. In 2008/09 the IPO market went cold as a corpse and didn't thaw for several yrs. Today is one day, but it's a huge shift in sentiment from the "hot" Nov/Dec end of yr rally- where the market was making new tops, daily almost.
OCAT has a secondary "hanging out there" now in limbo. The underwriters just woke up to a bleeding market, one taking a drubbing. It's now that much harder for them to get folks in their "book running" to want to part with some coin and buy a high risk, micro-cap, speculative bio tech play. A day or two in a row like today's market- can whack the price of a secondary just that much more.
This is why I don't believe for 1 second they had some mythological high demand or "bidding war" or whatever- they'd of bent spoons with their brains, those underwriters, to close the deal ASAP if that was the case IMO. They have a weak demand I believe on the secondary- even the present share price and weak volume I believe reflects that now.
If this was "hot", then there's always leaks, always people "in the know" and they'd be putting on positions now in this stock. But it's not happening- it's treading water at best and has sold off on any blip of an up-tick.
I think today's drubbing on the DOW and major indices just put another wrench in the "plans" potentially. One more data point to now make their decision to get off the dime and move, just that much harder I think. They're gonna have to move here soon- they've hung it out there that they plan to start trials, very expensive trials. They need money real bad, big money- more than Lincoln money. They're now in the pickle, the "box" and they need to make their move one way or the other. Markets hate uncertainty, delays and unfulfilled promises. Time to start cooking with gas in the kitchen, or this thing is gonna get colder than it already is IMO.
"Our products are in the American process of getting FDA approved,"??
Really, which ones? According to their SEC filings, every FDA "trial" they have is ON HOLD for LACK OF FUNDING? They haven't advanced or made a dent in an actual "FDA TRIAL" in going on 5 yrs now?
From their last filed 10-Q, PAGE 29:
"We received approval from the FDA in July of 2009 to conduct a Phase I safety study on 15 patients of a combined therapy (Myocell with SDF-1), which we believe was the first approval of a study combining gene and cell therapies. We initially commenced work on this study, called the REGEN Trial, during the first quarter of 2010. We suspended activity on the trial in 2010 while seeking additional funding necessary to conduct the trial.
We are seeking to secure sufficient funds to reinitiate enrollment in the MARVEL and REGEN trials. If we successfully secure such funds, we intend to re-engage a contract research organization, or CRO, investigators and certain suppliers to advance such trials. We have initiated and enrolled our first patient in the MIRROR trial in 2013. The trial is very similar to the MARVEL trial but focusses on sites outside the US. We will continue enrollment in the MIRROR trial once we have secured sufficient funds."
Late 2009 and Q-1 of 2010? My calendar says we're now in Q-1 of 2015? There's no "FDA TRIALS BEING CONDUCTED" or pursued or whatever? When and where? Funded with what monies?
Mirror? The big "pr" event? ONE PATIENT "enrolled" and then never heard about again. The same old BHRT "story". That's gonna be "aging" to 2 yrs now too. ONE "enrolled" and all talked up in "PR" to try and boost the stock, then nothing. Never progressed another iota. Not happening per their own, duly filed, legally binding SEC statements.
Further, Myocell isn't even protracted under patent anymore- so why are they gonna pursue that?
Last filed 10-K, PAGE 40:
"We hold limited patent rights in our product candidates. Our MyoCath product candidate is protected by a patent, expiring in September 2017, in which we have an irrevocable co-exclusive license. Our MyoCell product candidate is no longer protected by patents, which means that competitors will be free to sell products that incorporate the same or similar technologies that are used in MyoCell without infringing our patent rights. As a result, MyoCell, if approved for use, may be vulnerable to competition in the form of products that use the same or similar technologies. We have previously licensed certain patents and patent applications relating to our MyoCell product candidate. These licenses have all lapsed as of the date of this report,"
"to bring money in to start offsetting debt."??
They haven't "brought in" any money that's "offsetting debt"? On what SEC filing is that?
Any money they've "brought in", after the cost of sales is subtracted, has not amounted to enough to even pay the increased base salaries and $800K in bonuses handed to just 2 people, let alone pay even their immediate obligations such as the $2 MILLION plus in just "accounts payable" shown in their last 10-Q filing.
There's no money being "brought in" that resulting in "offsetting debt"?
Simply is not happening? Their own SEC filing accounting statements don't show that occurring at all?