Bioheart Board of Directors Authorizes a Repurchase of the Company’s
Outstanding Common Stock
________________________________________________________________________

Well, all except the pesky little part about NO MONETARY value of the "might" "maybe" "could perhaps" "when possibly maybe" so called "share purchase " is given in the PR about the "maybe" "buy back" that was passed by the ole BOD. They could have allocated $100 bucks in the "share buyback" account for all one knows. A "share buyback" announcement almost always gives some base monetary amount allocated in the company budget to be used for the planned "buy back". Of course BHRT essentially has no cash at any given time- so "buying back" dilution shares via issuing more dilution shares would be a truly fascinating concept IMO?

Most importantly, is the ole "IT CAN BE CANCELLED AT ANY TIME" part and "WE REALLY MAY NEVER PURCHASE BACK EVEN ONE SHARE" part that's crystal clear in the heavily 'legal-eze" written and carefully worded/crafted PR about the supposed "share buyback" blah, blah.

Quote:
"Sunrise, FL – January 13th, 2014 – Bioheart, Inc. (BHRT.OB), a biotechnology company focused on the discovery, development and commercialization of autologous cell therapies a Florida corporation, today announced that its Board of Directors has approved a share repurchase program authorizing the Company to repurchase outstanding Common Stock when beneficially prudent for the Company and its shareholders. “Bioheart is committed to maximizing shareholder returns,” said Mike Tomas, CEO. “Our Board of Directors and our management team believe that over the coming months circumstances may arise whereby the Company may be able to repurchase its Common Stock which in turn will bolster trading demand over supply and increase our price per share. Our immediate business goals are to increase top line product and service revenues and complimentary positive cash flows to support our longer-term clinical programs, a new emerging acquisition strategy, and the aforementioned stock repurchase plan. The regenerative medicine / cell therapy industry is advancing and Bioheart’s role within the industry is also evolving. Our mandate is to seize upon the opportunities that are readily
available, develop new product and services that are highly sought after and advance therapies that are both clinically and cost effective.”
Repurchases under the share repurchase program may be made from time to time through open market transactions, privately negotiated transactions or otherwise, as determined by the Company’s management depending upon market conditions and business needs in compliance with federal securities laws. The share program does not obligate the
Company to purchase any particular amount of common shares and it may be suspended, discontinued or modified at any time at the Company’s discretion and without prior notice.

Wonder how all that "discovery" and "commercialization" blah, blah is going with that $3K a month hacked out R&D budget and spending (diverted to huge cash bonuses) versus what they pay just two people in the company which is $525K base for Tomas + $500K bonus for Tomas + $250K base for Comella + $300K bonus for Comella = $1,575,000 per yr/ 12 = $131,250 PER MONTH to pay just two people.

Versus about $3,000 PER MONTH for the company's entire research and development budget (actually not even $3K a month, it was $8,581 for the last reported 3 month period, a total joke IMO for a supposed research and development company and "FDA trial claims" and all those other vast claims in the intro of that PR about a "share buyback" and seeking to "discover" and "commercialized, blah, blah, SURE) Yeah, lots of "discovery" and "research" going on? It's crystal clear IMO where the bulk of the money goes in this tiny, nano cap company. Real clear to me.

The funniest part IMO, beside the part at the end, which means it could have already been cancelled by now for all one knows and they don't have to announce it or tell anyone- the best line is the "maximizing shareholder value" part. That one's "rich" to say the least. The stock just touched down near it's all, all time lows and has lost about 99.8% of its value since becoming a public traded company. It's lost about 98% of its value since this CEO took over in 2010 (.50 cents to 8/10th of ONE CENT, and for that you get a $million a yr compensation including a $500K CASH bonus while the company is relying on the worst and most desperation, convertible debt "financing" deals a company can use via Magna, Asher, Daniel James, Fourth Man, etc and is on cash life support from month to month).

THAT is a heck of a "maximization of share holder value", losing 98% of their value for um and diluting the common share by 20X or more on your watch (from about 30 million O/S shares to now 600 MILLION plus all while the market cap has collapsed to 1/3 of what it was when you took over)- and all while that CEO just boosted his own annual compensation package to over $1 MILLION annually via a company that diluted out over 200 MILLION plus shares in just the past 1 yr over yr period alone and in the same yr they spent almost nothing on R&D while that CEO paid himself a $500K cash "bonus" and a $300K cash bonus to his one other main employee, after finishing their qtr with $46K total cash on hand left on their books.

THAT is too funny IMO. Yeah, the ole "maximize shareholder value"? Right. Oh, and that's why they create an LLC called Northstar Bioteach LLC made up of the same insiders/BOD members- and give them over 500 MILLION controlling votes so that the common shareholders have ZERO say or input or voting power over this public traded company- cause you know, you're all concerned with those little people shareholders and what they think and how they're doing and all? LOL. Right on !

From last filed 10-Q:

http://www.sec.gov/Archives/edgar/data/1388319/000114544314001305/d31740.htm

PAGE 5:

These numbers are just the THREE MONTH PERIOD ended Sept 30 2014:

Cash and cash equivalents: $46,592

Total current liabilities: $10,336,315

Research and development: $8,581

Marketing, general and administrative: $1,512,706
(think SALARIES, BONUSES, LAWYERS, etc)


PAGE 23:Employment agreements
On July 28, 2014, the Company’s Board of Directors approved the 2014/2015 salary for Mike Tomas, Chief Executive Officer, at $525,000 per year, beginning July 1, 2014 with an incentive bonus ranging from $150,000 to $500,000. In addition, the Board of Directors will grant Mr. Tomas options to be determined on or before June 30, 2015. The Company’s Board of Directors approved a bonus of $500,000 and options to acquire 10,000,000 shares of the Company’s common stock for ten years with four year vesting and a cashless exercise provision at an exercise price equal to the five day average closing price of the Company’s common stock as of August 1, 2014. The cash bonus may be paid in the form of a six month promissory note.

On July 28, 2014, the Company’s Board of Directors approved the 2014/2015 salary for Kristin Comella, Chief Scientific Officer, at $250,000 per year, beginning July 1, 2014 with an incentive bonus ranging from $100,000 to $300,000. In addition, the Board of Directors will grant Ms. Comella options to be determined on or before June 30, 2015. The Company’s Board of Directors approved a bonus of $300,000 and options to acquire 5,000,000 shares of the Company’s common stock for ten years with four year vesting and a cashless exercise provision at an exercise price equal to the five day average closing price of the Company’s common stock as of August 1, 2014. The cash bonus may be paid in the form of a six month promissory note.
"

PAGE 12:

"NOTE 2 — GOING CONCERN MATTERS
The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying unaudited condensed financial statements, during nine months ended September 30, 2014, the Company incurred an operating loss of $1,247,199 and used $747,184 in cash for operating activities. As of September 30, 2014, the Company had a working capital deficit (current liabilities in excess of current assets) of approximately $10.0 million. These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time.
The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. "

GOSH, the pesky ole SEC FILINGS, the legal documents- just don't always seem to paint as rosy and "glowing" an outlook for me as those ole PR's do or the "blogs" or the pretty "twitter" 140 character "bites" with fancy color graphics and all. I personally, just stick to the SEC filings for my info and ignore the rest. Just my personal preference and way I like to find my source of true info on the condition of the company.

"However the bright spot is that market analysts are turning defensive which usually means Pharmaceuticals become very attractive."????

What??

A micro-cap OTC penny stock of ANY kind, let alone a "bio-tech", which is not a "pharma stock" by any stretch is not a "defensive" play under any circumstances.

OCAT is in the speculative category about 1/2 notch rated above the Vegas craps tables.

When market folks talk about "defensive plays" in dicey or choppy markets, they are referring to blue chip stocks that PAY DIVIDENDS, are cash rich and hold little to know debt and sell sought after products such as "consumer staples", etc

Defensive plays when the term "pharma" are used (which pharma is really not even a 1st tier in the defensive category of go-to stocks typically) but if one were to consider "defensive" plays labeled pharmas it would be the Mercks and Pfizers and Bayers and Abbotts and Eli Lillys of the world. All mega cap divi payers with mountains of cash and enormous global operations.

NOT OCAT on the OTC, a cash poor share selling dilution machine with no sales or revenues, let alone profits or cash flows or even a remote chance at a product, let alone profits for years to come. It would be laughable for OCAT to be considered a "defensive play"?? It's a gambler's long shot play at best.

Defensive "plays" in order of safety are typically:

CASH

Triple A bond funds or govt. security bond funds (low cost Vanguard, etc)

Muni bonds holding only highest quality muni, tax free bonds
Utility stock (PCG, ED, AT&T etc all big divi payers and monsters who own power and/or communications to 10's of millions of households)

Consumer staple core companies (think Warren Buffett, Coca Cola, Clorox, Proctor Gamble, Pepsi, etc)

Any mega large cap divi payer (MO Philip Morris, Chevron-Texaco when energy shake out settles, Exxon-Mobile, Walmart, McDonalds, large healthcare mega caps, mega cap insurance companies a Buffett favorite, etc)

Also, the "dogs of the DOW" strategy, buy the most beaten down but financially still strong DOW stocks, 4 or 5 each yr- the one's "out of favor" taking a drubbing for some reason. As long as they're not way down for deep financial troubles- just "out of favor" in some cyclical down turn or similar.

NOT micro or nano cap, gambler quality "stem cell" plays. Not by a 1000 mile stretch is OCAT ever a "defensive play" and no money is going to "move to it" as the markets take a down turn. Quite the opposite will occur. Money will fly off to safe havens and the gamble plays get dumped and sold off first typically.

If they miss the window to get this deal priced and sold and cash/deals begin to dry up in the general markets- they're gonna be in a world of hurt on trying to fund and advance these very expensive trials. Markets and market conditions matter very much to this speculative, very tiny player. Money drying up is their worst nightmare at this point IMO.

"I cant find a blue chip that is trying to cure humankind via Stem Cells."

Just one example of many, BAXTER, a $38 BILLION market cap behemoth "blue chip" quality company, loaded with cash and with 61,000 world wide employees is actually doing quite a bit of R&D into stem cells.

What interesting- is they're a mega pharma, bio-med power house and look at their clinical trials data on clinicltrils.gov. They list several YEARS for "expected results" and "final data". They have micro departments with more employees than these micro cap stocks, entire divisions of FDA and regulatory affairs experts- the best of the best. Yet they list their time frames on phase 2/3 trials as YEARS for expected results.

While many on the penny boards give the implication that many of these micro-caps are like "months" or a "year" (singular) from practically bagging this thing and a 100% certain FDA approval, blah, blah, blah.

If BAXTER, who for all intents and purposes has near limitless cash, and 10's of thousands employees- if they figure they need YEARS for "prelim data" and longer for "final trial results" then one better figure these are big mountains to climb and tough nuts to crack. BAXTER has, I'm sure, access to the finest minds and labs and facilities that money can buy and attract- they literally throw off $BILLIONS in just "cash flow" every quarter or two. They have annual sales of $16 BILLION annual.

http://www.baxter.com/press_room/press_releases/2012/02_28_12_stem_cell_cmi.html

https://clinicaltrials.gov/ct2/show/NCT01508910?term=cd34%2B+myocardial&rank=3

Look at the times for the trial- for a mega corp with near bottomless resources:

Efficacy and Safety of Targeted Intramyocardial Delivery of Auto CD34+ Stem Cells for Improving Exercise Capacity in Subjects With Refractory Angina (RENEW)
Sponsor:
Baxter Healthcare Corporation
Enrollment: 291
Study Start Date: April 2012
Estimated Study Completion Date: June 2016
Estimated Primary Completion Date: June 2016 (Final data collection date for primary outcome measure)

FOUR YEARS they figure they need. BAXTER, a power house of the finest and with mega funding. FOUR YEARS.

That's the reality of FDA trials folks. Brutal, long and expensive as all get out.

The "Baxter family" - with original ties to the guy who started what is now the mega corp, "Baxter International" even funds a Standford "stem cell" lab.

http://baxterlab.stanford.edu/

So there's lots of "blue chip" stem cell stuff out there- it's just not on the penny stock boards. Just gotta hunt it down a bit.

"Lincoln has already invested 60 million. They will keep investing if they can keep making money. I would guess that Lincoln sells their shares as soon as they get them just like an underwriter."

I wouldn't even label Lincoln an "investor"- they're more like a payday lone joint. Lincoln gets shares at a discount per a predetermined formula and yes, flips um faster than hot cakes on a short order grill. They don't give a RIP about the company or "investing" in it- they're a cash-for-shares fast money joint. A lender of last resort type place- maybe one notch above the bottom of the barrel Asher and Magna/Hanover type death spiral/convertible debt lenders.

But Lincoln still pretty much stacks all the cards in their favor on any deal- such that they have a high, high degree of confidence that they make out good and make a boat load of money. People in the biz like a Lincoln aren't out to make a 5% or even 10% return on their money- they'd just use their millions to buy CD's and bond funds or whatever. These hedge fund type "investment banks" dudes- they want 25% returns, 50%, even 100% or more on their money, on fast turn-arounds, often 6 months or less is not unusual in the slightest. It's practically Mafia money or like owning an ATM it's so good. High risk but very high return- and they have their computer models, and traders and share flippers and all the rest very dialed in. These are very smart dudes who do this stuff.

The price Lincoln pays per share will be some classic variation of some formula similar to "The average of the lowest closing price of the 10 prior trading days blah, blah, blah" something like that. And then they get a large block of up-front shares as "fees" etc. An operation like Lincoln will then often short the stock and use the up front "fee" shares to use in the short-cover-short-cover cycles, then use the discounted shares they receive from OCAT to run similar short-cover "ratchet" trades, all kinds of stuff. They have their own trading desks or close relationships with pro desks, often their own MM or a close partner firm who makes markets in the stock- all kinds of ways to make nothing but money.

Not "investors" per say in my book- just "shares-for-cash" fast lenders.

The secondary underwriters will also get large up front fees and a share discount, they are just a little higher quality in that they're not doing any convertible debt or "floorless" deals. The underwriters is assuming risk by taking the shares and must be confident they can flip-sell all of them for a profit plus their fees and expenses they get to charge.

Right now OCAT has an open $100 MILLION shelf filed- so they're planning on selling at least that much in just 2015 IMO. This first round attempt is phase I of what's probably going to be qty-2, maybe qty-3 share offerings in 2015 or 2015, early 2016.

Problem now is- what can they get for the shares. The stock is in the low $6 range. No way IMO any underwriter's gonna take on 10 MILLION shares of a risky OTC micro cap looking to uplist for less than a pretty steep share discount. It's just too high risk a stock with a volatile share price. I've seen deals like this price from anywhere from about $4 a share to maybe $5.75 tops. Anything in that range wouldn't surprise me one bit. OCAT nets 10 million X the share price - underwriter fees and expenses which will be in the several $million IMO.

So OCAT might net about $40 mil to maybe $50 mil on the deal IMO.

Again, the markets are getting dicey both here and abroad, oil is effecting everything from stocks to the bond markets- we got terrorism making headlines, etc. They ended 2014 on a bull ride market for the ages - they didn't wait IMO cause everything was cool and good. They've hit a snafu of some kind IMO as they know any delays, any drop in share price, any big sell off of the major markets puts this offering just that much more in the hard-sell category. Lower the market share price- the higher the risk and the less they net. They're not waiting cause they want to, I don't believe that for a second. This was near $7 end of 2014- they would have placed and sold the deal in a heart beat if it was good to go. Something balked or threw a wrench in the machine- and no one knows why or what at this point. I think it's related to a complexity whereby they were "planning' or going to "try and pull off" a combo uplist and secondary place almost to the exact timed moment. A tough deal to co-complete two complex happenings. One or the other I think hit a snag and that sandbagged both until they can sort it out.

That's my 2 cents.

Global Stem Cells Group address change AGAIN??

They just moved into the same address/building, a few "suites" over as Bioheart Inc on 12/5/14, about 1 month and a week ago.

Now, they're supposedly MOVING AGAIN for "more space" blah, blah, blah? What? Makes no sense to me? So they did a big ole "corporate move" for their apparently "vast global" operations and stayed a whole entire MONTH in their new digs, and now need to move again?

Something doesn't pass the smell test again IMO per ole Bioheart. Just my 2 cents, but come on, one month they "move in" and then one month later they "move out" again? Right when the big ole lawsuit all goes down and what not? Really? Call me a skeptic, but sounds "odd" to say the least IMO.

From Florida Secretary of State:

"Detail by Entity Name

Florida Profit Corporation
GLOBAL STEM CELLS GROUP, INC
Filing Information
Document Number
P13000036085
FEI/EIN Number
46-2652268
Date Filed
04/22/2013
State
FL
Status
ACTIVE
Effective Date
04/15/2013
Last Event
AMENDMENT
Event Date Filed
12/03/2014
Event Effective Date
NONE
Principal Address
13794 NW 4TH STREET
SUITE 202
SUNRISE, FL 33325

Changed: 12/05/2014
Mailing Address
13794 NW 4TH STREET
SUITE 202
SUNRISE, FL 33325

Changed: 12/05/2014 "

And what's the ole address for the Bioheart "headquarters" little 4000 sq-ft rented "suite" in the same office rental building that these two "vast global" corps were occupying down the row from each other for ONE MONTH? So, "suite" 202 and suite 212? And "Global Stem Cell Group" lasted one month at their "new" address? OK? Makes sense I guess?

Bioheart "headquarters" right off their corp website:

13794 NW 4th Street, Suite 212
Sunrise, Florida 33325

LOL. Global Stem Cell group MOVES AGAIN??

"Our strategic partnership needs more room as we grow" LOL. OK, sounds good I guess?

But they just moved into the SAME OFFICES as the big "Bioheart headquarters", only MONTHS ago??

Then, Bioheart announces a "new" training unit of their own- another "sub company" for their massive 4 person operation. Bioheart "training USA" or whatever they've called it.

And now Global Stem Cell Group "moves out" of Bioheart's same address? What? Do you think they were every really "moved in"? What's Global Stem Cell Group? Maybe a few people in a rented suite? Ever seen a number of employees listed for um? Ever seen the sq footage of any office they've been in listed to prove they're "expanding"??

Another fluff PR. Maybe with the big lawsuit and all- it's not so "prudent" to be co-located in the same offices as Bioheart? And now Chuck Hart is "removing himself" off of the Northstar LLC documents and title as "manager" and holder of the controlling share vote and all?

Sure a lot of "oddly" timed upsets and changes just happening out of nowhere- well, except that all the Sr. Mgt (all two of um) and the entire BOD and the corporation itself and Northstar LLC just got slapped with a hefty lawsuit to defend.

Even the Northstar LLC "headquarters", ole Chuck Hart's place is up on the for sale block. LOTS of changes sure going down at ole Bioheart.

Fascinating IMO.

http://lawsuitpressrelease.com/investors-sue-bioheart-inc-millions-unpaid-debt

http://lawsuitpressrelease.com/wp-content/uploads/2014/12/Leonhardt-v.-Bioheart.pdf

http://www.zillow.com/homedetails/19345-Rhinestone-St-NW-Nowthen-MN-55303/2126624884_zpid/

http://investing.businessweek.com/research/stocks/private/snapshot.asp?privcapId=222976786

I thought all the selling was supposedly "TAX LOSS SELLING"???

So why has the stock been MASSIVELY SELLING OFF well into Jan of 2015? Why?

Any TAX LOSS SELLING ends Dec 31st 2014??

There's no comparing this to the all time low drop of Dec 2013? This selling is occurring in the beginning of the new yr.

There's no real buying here- it's trading on the spread on a pittance of volume relative to the massive sell and dump days. This is Magna now burying this thing and they're not gonna let up IMO.

I looked at over a dozen chart of companies who used the EXACT same Magne "enhanced equity line" product, which by the way, ALWAYS seems to come in a "package deal" with a toxic "note" first, then the "credit line" and every company I looked at was totally buried in 6 months in most cases from inking the Magna deal, maybe 9 months tops.

They all traded exactly like BHRT has been trading - just fell off a cliff on high vol and buried. Then, a spike or two up along the way, then buried in round 2, 3 and 4. Ending with triple zeroes after the decimal (one was .002 a share or so) - every case I examined.

I-hub has an entire Magna/Hanover board set up- it's a grave yard of companies that went to Magna for desperation financing deals. Add in now this lawsuit- which is going to cost enormous bucks to defend and if the plaintiffs prevail- will BK this company for certain IMO.

http://investorshub.advfn.com/Clients-of-Magna-Group-and-Hanover-Holdings-25550/

I'd speculate that some of this recent selling has even been insiders dumping to get out now- with whatever they can make. I'll be checking the Northstar share holdings and the Form 4 debt-to-equity share counts when the 10-K is filed and see if anyone's been unloading large amounts of shares.

This is on life support in here IMO. Survival mode at best. The share buyback "WE CAN CANCEL IT IN 5 MINUTES and no DOLLAR'S GIVEN" PR was pure desperation IMO. A comical penny PR if there ever was one. More vague and more loaded with "if" "maybe" "might" "could happen if probably maybe" than probably any penny PR I've ever read.

"Mike Tomas is CEO and has kept this company afloat!"

I wasn't aware that a highly sought after CEO keeps companies barely "afloat" and teetering for yrs on the edge of insolvency and going BK? Afloat is a survival mode in my book? CEO's that "perform" meet target goals and business performance metrics and grow the company and increase shareholder value (not lose 98% or more of it) and they cause market caps to increase most of all, and not decrease among other commonly sought after business metrics and commonly accepted measurements of CEO performance. That's been my experience.

Mike Tomas has diluted the common stock using endless convertible debt deals to "keep the company afloat" while never advancing a single one of their major, FDA quality phase 2/3 trials in 5 yrs now per their own SEC filings, all while helping to self-vote himself and one other individual in the company very large base pay increases, as well as, "bonuses" and enormous amounts of stock options for themselves etc. The salaries and bonuses for just himself and one other person now total:
$525K + $500K bonus + $250K + $300K bonus = $1,575,000 annually.

That's on a company that will spend "maybe" about $50K TOTAL for yr 2014 as compared to about $500K in yr 2013 and $millions per yr in years prior to that. A supposed "medical research and development" company that keeps dangling a carrot that they're supposedly "conducting FDA phase 2/3" trials- for 5 yrs now, when in fact they are not conducting or advancing a single phase II/III trial, and have not for years, per their own SEC filings.

All the lawyers they hiring on retainer now- just that bill alone IMO is gonna dwarf that $50K annual R&D spending line, aka the "trials" which are booked as R&D on a biotech accounting entry. It's clear IMO where any money goes in this company- and it ain't for "trials" as their twitter page proclaims, "the undisputed clinical leader in applying adult myogenic stem cells to treat advanced heart failure. In Phase II/III studies." All except the part they're NOT conducting trials anymore for 5 yrs, let alone phase II/III, let alone being the "world leader" at anything- with no cash at any given time and now a sub 1 CENT stock price and market cap not even cracking $5 million bucks.

When Tomas took over as CEO the common stock price was maybe .50 cents and as high as .70 cents in the Summer of 2010 when he took over. There was maybe about 30 MILLION shares O/S, somewhere in that neighborhood. That means a market cap of maybe $15 million or so.

Thus, on his watch and, under his management- the company has lost nearly all employees, essentially becoming himself and one other person with an occasional one or two other employees (4 full time and 1 part time as of last SEC filing, less than that per 2013 SEC filings), the market cap has been cut by 2/3rds and the common stock has lost about 98% of its value on his watch. The common shares have been diluted out by about 20X to 600 MILLION plus, the only thing that's propped that market cap figure up. All while no progress, no "re-start" of their key trials - the REGEN and MARVEL trials has ever occurred and now Myocell isn't even on patent anymore and they really don't hold the key licences to those key technologies anymore either as those have all lapsed also on his watch.

And for that, he's now increased his pay package to over $1 MILLION annual on a company that uses the worst of the worst desperation, dilutive type financing to bring in trickles of cash each month or every few months.

Anyone can "keep it alive" or "functioning" when they can sell stock endlessly to toxic, convertible debt financiers. What's the big trick or "magic" or what "management skills" does it take to do that? If this company was not public on the OTC and couldn't endlessly issue out common shares of stock- they'd of been lights out years ago. They've been in insolvency many times (read the recent lawsuit filed against them- it describes them as "insolvent" during the period of events taking place in the suit) and they're teetering on insolvency and "liquidity problems" per the "going concern" warnings that are in each SEC 10-Q or 10-K filing. Sell stock, pay a couple insiders, dilute more, wash, rinse, repeat as common share price gets crushed to toilet paper status. What's the big deal with that?

Here's some CEO "performance data" from the recently filed SEC "prospectus" for the Magna financing deal (the one adding ever more dilution):

http://www.sec.gov/Archives/edgar/data/1388319/000114544314001603/d31959.htm

PAGE 17:

"we have generated substantial net losses, including net losses of approximately $3.1 million, $4.0 million, $4.7 million, $5.2 million, and $4.4 million in 2013, 2012, 2011, 2010 and 2009, respectively, net loss of approximately 2.4 million for the quarter ended September 30, 2014 and substantial negative cash flows from operations. We anticipate that we will continue to incur significant and increasing net losses and negative cash flows from operations for the foreseeable future "

All but one of those yrs was with Tomas as CEO. Notice the substantial loss in just the most recent qtr of 2014, the "year of revenues".

PAGE 28 (Bioheart never really "invented" or "created" much of anything on their own- they just licensed other peoples technology- it's in their SEC filings. They presently don't "own" or possess the "rights" to much of anything really- so it's not even clear IMO what of any value the company has left? And they have a total of about $250K assets on their books, $250,000, which is a pittance for a public traded company- a decent Mercedes can cost that or a tiny, one bedroom condo in a metro area)

"Risks Related to Our Intellectual Property

We hold limited patent and other intellectual property rights, and our success will be dependent in large part on safeguarding our existing intellectual property rights and obtaining patent and other proprietary protection for our product candidates.

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, although we have had discussions with the relevant licensor regarding a potential reinstatement of our rights in such licenses."

And one wonders why the Myocell related trials are parked and gone nowhere and can't attract any funding? Bioheart no longer HAS PATENT or EVEN LICENSES related to Myocell anymore. It's right there in black n white- so why sink a $100 million plus into phase II/III trials for something that anyone else can use or copy? It says competitors would be free to copy it w/o infringement- it's right in the same paragraph.

PAGE 29:

"Our most important license agreement with respect to MyoCath is co-exclusive and the co-licensor of the intellectual property, a division of Abbott Laboratories, may also seek to commercialize MyoCath."

So not only does Myocath come off patent in just 2 more yrs, but it's not even an "exclusive" to Bioheart anyways. Bioheart competing with the mega giant Abbott? So what's Myocatch really worth? Not much IMO.

PAGE 51:

"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."

$800K in just "bonuses" to TWO people while R&D spending has been hacked to about $3K a month, all while the "big trials" wait on supposed "funding" since 2009/2010 and we're in 2015 now? Makes sense to me??

PAGE 66: (Not even the "newer" supposedly "better" Myocell SDF-1 is protected by patent. Nope. Nothing there either. So what does this company really have of any value?"

"MyoCell SDF-1 Patents

To develop our MyoCell SDF-1 product candidate, we rely primarily on patents. [b[color=red]]We had an agreement[/color] to license patents from Juventas. These patents relate 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. We believe we will also need to, among other things, license some additional intellectual property to commercialize MyoCell SDF-1 in the form we believe may prove to be the most safe and/or effective."

See the word HAD, as in we HAD, past tense "an agreement"?? That means they no longer HAVE the agreement. So what do they HAVE NOW? Sounds like nothing to me?

PAGE 53: (License to "Lipicell is lost to a lawsuit- so they just like magic rename it "ADIPOCELL", once again not "inventing" anything or owning anything original of their own, just "licensing" what someone else has done. So how does all the past "Lipicell" testing/trials amount to anything when they no longer license it, but now just "invented" a new name called "ADIPOCELL"?? How does that "work". It's not even clear they have a solid license to ADIPOCELL, they have the infamous BHRT ole "term sheet" and we know how those have worked out in the past. They've had too many "term sheets" to count that were never heard about again. Think $2 million supposed financing "term sheet", just search the PR on that one that never materialized into anything.)

"AdipoCell

Bioheart has successfully completed various trials using adipose stem cells. In August 2013, the Company canceled its license agreement with the Ageless Regenerative Institute for adipose derived stem cells called LipiCell. Bioheart has entered into a term sheet agreement with Invitrx to License their adipose derived stem cell products. Bioheart has changed its adipose derived stem cell product name to AdipoCell."

Another "term sheet" - so does BHRT really even hold a license and rights to this technology or not??

So what does Bioheart really "own" or hold as intellectual property or key patents or tech they originally invented or hold exclusive rights too,etc?? NOT MUCH that I can see via reading that SEC filing? A bunch of lapsed licenses, lapsed patents and a "term sheet" maybe? And their one, non-exclusive catheter patent is gone in 2017, two short yrs away- and it's never generated much revenues anyway. What are they going to supposedly run "trials on" and sell and own and have the rights too in the future? What? Nothing that I can see- it's no wonder they don't waste money on those old trials IMO as they don't hold patent or license to anything exclusive related to um anyway.

PAGE F-6 (the ONLY thing that keeps this "afloat" is DILUTION and lots of it)

" 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."

That's a DOUBLING of O/S shares in ONE YEAR as Tomas "keeps it afloat". Anyone can dilute and sell stock to desperation lenders- what's the big "magic" about that? As old as penny-ville and the OTC itself. They didn't bump the A/S to 2 BILLION in 2014 for no reason.

And then the upcoming proxy vote- another pay/perks booster program to be self approved by insiders as "Greg Knutson" whoever he is- now holds the total controlling vote on over 500 MILLION shares of Northstar Biotech LLC stock which in effect controls all of Bioheart, the "public" traded company. Nice, when you've set it up so that a hand full of insiders control it all and can self-vote themselves anything and everything they want.

From the SEC filed proxy coming up at the ASM: 3 of only 6 total items to be "voted on" (a self that Northstar LLC will approve via their 100% controlling voting shares, now via a "guy" named "Greg Knutson" who the public shareholders don't even know who he is? See documents just filed with the Florida Secretary of State showing that "Greg Knutson" of Ham Lake MN now holds all voting power as "manager" of Northstar LLC, rather than Bioheart BOD "Chuck Hart" only months ago)

http://ih.advfn.com/p.php?pid=nmona&article=64870277&xref=newsalert

"1.
To elect seven directors of the Company, each to hold their offices until the next annual meeting of the Company’s stockholders or until their successors have been duly elected and qualified or until his earlier resignation, removal or death. The Board of Directors recommends that Stockholders vote “FOR” each Director.
2.
To ratify the appointment of Fiondella, Milone, and LaSaracina LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 and to authorize the Board of Directors to fix their remuneration. The Board of Directors recommends that the Stockholders vote “FOR” this proposal at the Meeting.
3.
To approve the 2013 Omnibus Equity Compensation Plan. The Board of Directors recommends that the Stockholders vote “FOR” this proposal at the Meeting.
4.
To consider and, if deemed advisable, approve an advisory vote on executive compensation.
5.
To consider an advisory vote determining the frequency of future executive compensation advisory votes.
6.
To transact such other business as may properly come before the Meeting"

So basically it's nothing more than to self-elect the same current BOD members back into their same seats, name their same auditor as auditor again and then 3 of the 6 items are for EXECUTIVE COMPENSATION- i.e. keep a large amount of goodies flowing to the tiny few who run and control this "public" traded company- in which the "public" shareholders have no say and no voting power. Northstar was set up to insure the BOD and perhaps a "mystery" member or two control it all- including whoever this "Greg Knutson" of Ham Lake, MN is? See the latest lawsuit filing to read about the questionable validity of Northstar LLC, according to Brenda Leonhardt, a major creditor to Bioheart and ex-wife of the former company CEO and CSO and company founder Howard Leonhardt.

Yeah, keeping it "afloat" is an apt description in my book as that's about all it does IMO, is "stay afloat" to the benefit of a tiny few insiders. The common share holders for all intents and purposed have been wiped out and have no votes or voice in this company anyway. "staying afloat" - if that's some "new" definition of CEO "performance" then that's a new on one me? Never heard of that as an industry recognized CEO metric, not in any industry or biz segment?

http://www.dexknows.com/business_profiles/knutson_g_e_construction-b370906

http://www.bbb.org/minnesota/business-reviews/mason-contractors/hart-masonry-in-anoka-mn-96119754

http://www.zillow.com/homedetails/19345-Rhinestone-St-NW-Nowthen-MN-55303/2126624884_zpid/

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

http://search.sunbiz.org/Inquiry/CorporationSearch/GetDocument?aggregateId=flal-l12000024840-bd33dc0c-23e3-4df8-9590-ecf4bbbe3d0d&transactionId=l12000024840-46773435-d124-47a2-a180-a768590a4a43&formatType=PDF

http://www.businesswire.com/news/home/20150107006044/en/Investors-Sue-Bioheart-Millions-Unpaid-Debt#.VLRuvNI4bc8

http://lawsuitpressrelease.com/wp-content/uploads/2014/12/Leonhardt-v.-Bioheart.pdf

" I am in the process of conducting a forensic review of the trading."

So you're a licensed professional (broker-dealer, hold a securities license, or similar?) or are some sort or legal counsel to Bioheart? Is that the claim being made?

Are you claiming to be thee "Bryan Collins" of Greystone Capital, a plaintiff in the currently filed lawsuit involving BHRT??

http://www.businesswire.com/news/home/20150107006044/en/Investors-Sue-Bioheart-Millions-Unpaid-Debt#.VLaROtI4bc8

"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."

I'll send Fox/Wackeen a note and let um know. Doesn't seem prudent to be on a stock msg board commenting about the stock in the middle of an active law suit if one is one of the key plaintiffs in the suit? I'm sure Fox/Wackeen will want to be updated. Will email them right now.

What's the purpose of the supposed "forensic review of the trading" and who's paying for this "review"??

How bout this- the "odd trading" can be pin pointed TO THE DAY pretty much that the Magna financing deals were inked and finalized.

I'll get the dates and overlay um on a chart. Probably can save a lot of time on the "forensic trading" review and pure speculation this is somehow tied to the recent lawsuit or plaintiffs or similar.

"
"Bioheart has, is and will continue to improve its financial position. This year-to-date, revenues and cash flows have substantially grown, cash operating losses have been curtailed and we have reduced our overall debt position - all important building blocks for the Company's future." - Mike Tomas "

OR, just read the actual SEC FILINGS which show that NOT to be the case. They have no "cash flows"?? Not positive "cash flows" that's for certain?

http://www.sec.gov/Archives/edgar/data/1388319/000114544314001305/d31740.htm

Latest filed 10-Q, PAGE 5:

For the 9 month period ended Sept 30th 2013 versus 2014 from their "Condensed Statement of Operations":

Total operating expenses:

2013: $2,246,365

2014: $4,109,567

Net loss from operations:

2013: (2,190,385)

2014: (2,545,703)

Research and development:

2013: $494,762

2014: $33,916


A DOUBLING of expenses and a BIGGER LOSS FROM OPERATIONS yr over yr, plain as day. And that's after hacking out $450K from the R&D budget, bringing it to near nothing, the operational loss STILL got larger

PAGE 7: (regarding NEGATIVE cash flows)

CASH FLOWS FROM OPERATING ACTIVITIES:

2013: $(2,416,000)

2014: $(1,247,199)

Again, consider that $450K got cut out of the expense line which makes up a big part of that reduction in loss, but still a large loss and NEGATIVE "cash flows". Not even close to cash flow "positive".

It's right there in black n white, latest 10-Q filing. And R&D has been hacked to near NOTHING. No "trials" being funded, not even close.

I just use the legally binding SEC filings personally. "PR" and "blogs" don't matter much to me personally. They don't carry the weight and legal fiduciary powers of a SEC filing IMHO. The "source" of the "real picture" for any public traded company- is the documents on the SEC EDGAR database.

"Let's also not forget that the uplist delay is voluntary now since they've exceeded the time requirements"???

They don't meet the minimum shareholder requirements of $5 million per their own company, Sr mgt member's comments- and there's nothing "voluntary" about that?? "time requirements" have nothing to do with it.



$720K positive equity is all they had, and that's past tense and would be reduced based on cash usage, unless they're tapping Lincoln to replace depleting cash for day to day operations.

$720K is about $4 mil shy of what they need to list. If they can't sell that secondary (and the terms only get worse the lower the share price drops and the more this market overall trades down) - then they're in the pickle box IMO.

Not good the longer this drags out. They're not "waiting" buy "choice" - no way IMO. You don't wait as you're watching the world markets sell off and credit and money getting tighter as oil imploded and terrorism plasters the daily news, etc. No way.

Looks like Magna or whoever is done with a bit of this "ratchet" they were running and are now "trying" to goose it back up to the 1 CENT area using a mega wide spread again (10% or more spread- which is couldn't hold yesterday, ending flat on the day, despite the "PR" attempt to try and boost the shares as usual)

Bid parked at .0085 but Ask .099 on WIDE OPEN SPREAD on micro buy of maybe a 100K, maybe 200K shares tops ($1K, maybe $1,500 bucks worth to get a supposed 17% "up" spike, when it was selling down 26% on literally MILLIONS of shares, 10X or more this volume)

I think this is the typical pattern going for a month or more now. Magna (or whoever it is) ratchets it down on mega volume sell/dump days, then lets it recover a bit now on a very low vol day so far- using the ultra wide spread to "try" and get maybe some newbie buyers to take nibbles at it.

I think more big down legs are in store- I've just seen it too many times once Magna gets their hooks into a very financially weak stock like this. It's gonna be mega dilution from here on out- if they tap that Magna line for even small amounts of cash it's in the 10's of MILLIONS of shares to Magna each time.

I don't see the down trend abating. The vol on these tiny "up" or flat days is a fraction of the sell-n-dump days. It's been selling off hard on 3.5 million to 11 million share days- and now it opens on maybe 60K shares and just sits parked, flat-lining like it did a month or two ago.

I think Magna is just re-loading here, getting set for the next leg down.

I think also, the reality of the new, huge legal bills hasn't even hit yet - but will likely begin to already show in the upcoming 10-K, as BHRT was already "lawyering-up" before the lawsuit (the one they DON'T ISSUE A VAGUE PR ABOUT, funny how that "works', eh?)- the one the public press had to break the news on, I think those costs are gonna be real large for this tiny, cash poor company. Real large IMO. I highly doubt those law firms go on retainer or work day to day for penny stock shares. So any cash BHRT has goes to lawyer fees first now IMO and if they don't have the cash- that means hitting the Manga dilutive credit line, as many times as needed to pay the bills.

My 2 cents.

Math typo correction:

"($56K total net after huge cost of sales ate up all the revenue- that's $56 for a qtr, 3 months. About a lousy $18K a month. Just the two base salaries (forget the huge bonuses)- just the base salaries for TWO people are $525K + $250K = $1,025,000 / 12 = $85K PER MONTH. Revenues of $18K a MONTH and base salaries for TWO PEOPLE of $85K a month. DO THE MATH- they're not anywhere close to "cash flow positive", let alone, rent, utilities, overhead and now big LEGAL BILLS. Now way they're even a distant close to "cash flow positive" IMO. How's that gonna happen? Add in the $800K in "cash bonuses" to TWO PEOPLE and just blow that number even further out of the water. DILUTION is all they got to survive on- and on the worst kind of financing terms one can get, convertible debt toxic, death spiral type) "

That should be two base salaries = $525K + $250K = $775,000 for just 2 people = 775K/ 12 = $64.5K PER MONTH. Again, "revenues" made no difference for the most part.

$18K net per month on the big "revenues" and just the "base" salaries for 2 people are running $64K a month. They're not even close to cash flow positive.

And forget adding in the $800K "bonuses" to those same 2 people = $800K/12 = $66K more per month needed that they DO NOT HAVE or generate via "revenues".

And now, HUGE LEGAL BILLS will be coming in- just look at all the law firms they're putting on retainer to defend um in two different large lawsuits- one that's seeking $2.3 million plus interest in damages.

https://www.clerk-17th-flcourts.org/Clerkwebsite/BCCOC2/OdysseyPA/CaseSummary.aspx?CaseID=7155410&hidSearchType=party_case&DisplayCitation=no&CaseNumber=CACE13024037&SearchType=

https://www.clerk-17th-flcourts.org/Clerkwebsite/BCCOC2/OdysseyPA/CaseSummary.aspx?CaseID=7862332&hidSearchType=party_case&DisplayCitation=no&CaseNumber=CACE14021256&SearchType=

http://www.businesswire.com/news/home/20150107006044/en/Investors-Sue-Bioheart-Millions-Unpaid-Debt#.VLWRM9I4bc8

http://lawsuitpressrelease.com/wp-content/uploads/2014/12/Leonhardt-v.-Bioheart.pdf

Just these new legal bills are further gonna blow their already out of proportion and over the top expense line wide open. Next to nothing is spent on R&D and not "trials" ($3K per month per last 10-Q)- $3K per month is probably not even an opening down payment to put all these lawyers on retainer that they now have listed in those court filings, on the govt. court website. They're not "buying back" any shares IMO? Using what? More dilution share in order to "buy back" other dilution shares? That's like some odd-ball game of smoke and mirrors set to musical chairs or something? W/o cash and cash flow- what purpose would buying back shares serve?

Just a PR hype IMO. No way it makes any sense to me.

"No one knows there current money status right now... Especially if their sales service and royalties are paying off or exponentially increasing as in prior quarters"

1) Their current finances are pretty well known as they filed a recent share offering and provided no significant update or changes, including the same "going concern" warning that notes "liquidity problems" as in all their past SEC filing, going back several yrs.

2) They didn't just tap Magna for a $200K toxic "note" because their financials are all going "swell" and what not? They went to a bottom basement lender and accepted horrible financing terms- because they are near or totally cash broke. Why else give away dilution and desperation terms for a pittance of $200K dollars coming in? 31 million plus shares of dilution minimum for a lousy $200K. Cause you know, they're in financially great shape and what not??

3) They have no "royalty" income coming in to them? In what SEC documents is that stated? They PAY ROYALTY fees to others- as BHRT has essentially nothing they've ever invented or own of their own (other than perhaps some catheter related stuff, which comes off patent in 2017)- Myocell is no longer under patent, all their other key licenses have "lapsed" per their own SEC filings. They have no major trials that have progressed going on FIVE YEARS now- all dead in the water, parked, for LACK OF FUNDING- you know, the money they'll supposedly use to "buy back shares"?? They've hacked R&D, aka "trial" spending to a pittance of $3K a month per the last 10-Q, despite the "revenues".

4) The "revenues" don't mean a thing if they don't a) Net anything to the bottom line because of the high cost of sales and b) If BHRT expenses outgrow "revenue" which is exactly what's been happening when looking at their SG&A expense line on their last 10-Q and the one prior. (See pages 4 and 5 last 10-Q, expenses have exploded) and "revenue" made ZERO difference to their operational losses and they are not even distant close to being cash flow positive. So what are they going to use to "buy back shares" with? Further, as recent as their last 10-Q, they issued out millions, 10's of millions of share of common stock to pay common bills as they HAVE NO CASH, finishing he qtr with $46K cash against over $2 MILLION in just "accounts payable" - which are typically due in 30 to 45 days max. BROKE.

Example of what little difference the "revenues" made in the latest filed 10-Q filing:

http://www.sec.gov/Archives/edgar/data/1388319/000114544314001305/d31740.htm

PAGE 5:

Total revenue: $579,536
Cost of sales: $523,222

So on $579K in revenue they only banked about $579-$523 = $56K TOTAL

($56K total net after huge cost of sales ate up all the revenue- that's $56 for a qtr, 3 months. About a lousy $18K a month. Just the two base salaries (forget the huge bonuses)- just the base salaries for TWO people are $525K + $250K = $1,025,000 / 12 = $85K PER MONTH. Revenues of $18K a MONTH and base salaries for TWO PEOPLE of $85K a month. DO THE MATH- they're not anywhere close to "cash flow positive", let alone, rent, utilities, overhead and now big LEGAL BILLS. Now way they're even a distant close to "cash flow positive" IMO. How's that gonna happen? Add in the $800K in "cash bonuses" to TWO PEOPLE and just blow that number even further out of the water. DILUTION is all they got to survive on- and on the worst kind of financing terms one can get, convertible debt toxic, death spiral type)

Same 10-Q filing, PAGE 5: Look at the huge increase in their general expense line (Think big salary increases, bonuses, LEGAL, etc)

For the 9 months ended Sept 30th (yr 2013 compared to 2014, MASSIVE increase)

Marketing, general and administrative

9 Months year 2013: $1,750,276

9 Months year 2014: $3,182,39

Almost a DOUBLE in expenses- way outpacing any "revenues" after cost of sales. There's nothing "getting better" in their cash desperate financial condition? Pure smoke and mirrors IMO.

Look at the expense totals and loss from operations, same 10-Q, same page:

Total expenses:

9 months ended 2014 $4,109,567

9 months ended 2013 $2,246,365

Loss from operations:

9 months ended 2014 (2,545,703 )

9 months ended 2013 (2,190,385 )


Again, ALMOST A DOUBLE in their expenses and a large rise in loss from operations ($400K greater loss in 9 months) - despite "revenues" as their costs/expense entries have gone ballistic, despite hacking R&D spending to essentially nothing.

Not "better financially" in 2014, they're WORSE OFF and that's despite a massive dilution to the common shares- a DOUBLing OF THE SHARES O/S and a massive collapse in market cap.

They have no cash to "buy back shares" and no, the "revenues" did not make a dent in their desperation financial situation. None. Just the cold, hard, numerical facts from their own accounting entries- no way to spin that or hype if in PR.

From same 10-Q filing, PAGE 12:

"NOTE 2 — GOING CONCERN MATTERS
The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying unaudited condensed financial statements, during nine months ended September 30, 2014, the Company incurred an operating loss of $1,247,199 and used $747,184 in cash for operating activities. As of September 30, 2014, the Company had a working capital deficit (current liabilities in excess of current assets) of approximately $10.0 million. These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time.
The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern."

"Wow great news this morning. Share buyback"

Well, all except the part that it's actually NOT a "share buyback" guarantee of any kind, not even close?? Read every word of the PR carefully- it's written in legal-eze so thick it's dripping like syrup.

It's a big "maybe" there "might" and "could" or "possibly" be a "share buyback". If they bought ONE share of stock or NO shares of stock- the PR as carefully "crafted" as it was, would still be 100% true.

It's worded in extremely carefully chosen legal-eze. Thus written "crafted" (like a propagandist IMO), that if they NEVER BUY A SINGLE SHARE "back", the PR is still "true" and they are covered legally. About as "slick" as it gets in my book.

BHRT can cancel the so called "news", the supposed "buy back plans" tomorrow per the PR's own wording and the PR as issued would still be true.

No dollar amounts given, no dates, no share amounts and CAN BE CANCELLED ANY TIME- which would mean 15 minutes after they issued the PR, or tomorrow or by next week, etc.

http://www.otcmarkets.com/news/otc-market-headline?id=16741801

"an 13, 2015 (ACCESSWIRE via COMTEX) -- SUNRISE, FL / ACCESSWIRE / January 13, 2015 / Bioheart, Inc. (OTCQB:BHRT), a biotechnology company focused on the discovery, development and commercialization of autologous cell therapies a Florida corporation, today announced that its Board of Directors has approved a share repurchase program authorizing the Company to repurchase outstanding Common Stock when beneficially prudent for the Company and its shareholders.
"Bioheart is committed to maximizing shareholder returns," said Mike Tomas, CEO. "Our Board of Directors and our management team believe that over the coming months circumstances may arise whereby the Company may be able to repurchase its Common Stock which in turn will bolster trading demand over supply and increase our price per share. Our immediate business goals are to increase top line product and service revenues and complimentary positive cash flows to support our longer-term clinical programs, a new emerging acquisition strategy, and the aforementioned stock repurchase plan. The regenerative medicine / cell therapy industry is advancing and Bioheart's role within the industry is also evolving. Our mandate is to seize upon the opportunities that are readily available, develop new product and services that are highly sought after and advance therapies that are both clinically and cost effective."

Repurchases under the share repurchase program may be made from time to time through open market transactions, privately negotiated transactions or otherwise, as determined by the Company's management depending upon market conditions and business needs in compliance with federal securities laws. The share program does not obligate the Company to purchase any particular amount of common shares and it may be suspended, discontinued or modified at any time at the Company's discretion and without prior notice.

It could be "suspended" or "discontinued" BY TONIGHT and that word for word "crafted" PR would still be 100% true. It's so loaded with ways out, it's comical IMO. NO dollar amounts given, no time table, open ended, vague and an INSTANT CANCEL CLAUSE makes it essentially worthless- it means little to nothing. PR HYPE at its finest IMO.

"might" "may" "could" "perhaps" "can cancel anytime" "we believe" "it's possible" "given certain circumstances" blah, blah, blah BIG DEAL.

"I bet they already discontinued the share buy back. Lol"

My EXACT sentiments. Read the "CANCEL" provision in that PR. This "buy back" thing can be over 15 minutes after they issued it. No dollar amounts given, no time table, no share amounts- more vague than a top mystery novel.

And then the crowning lines: CANCEL AT ANY TIME W/O NOTICE or further updates. Ta-da !!! Shazam. Bingo. Whata ya know, eh?

I'd expect to never hear about this again- not in a SEC filing (other than maybe a one liner saying on date XYZ we "implemented" a "possible plan" to "possibly buy back shares" blah, blah, blah. That's the most I'd expect to ever hear of it again- like so, so many of their grand PR they release).

They don't have dime one to buy back shares- they got the insiders taking "promissory notes" for their huge bonuses, they just tapped Magna for a grand total of $200K survival cash using some of the worst, most desperate terms of "financing" on can get, they're mired in debts and immediate bills they can't pay, or that they regularly pay in common shares of stock, they have endless loops of "related party notes" being paid in one line of the SEC filing and then being re-loaned in another line of the same SEC filing, and on and on and on.

It's a classic PR IMHO. One for the ages. Of course they issue this when the stock is in free fall- what else do they have left? They've already tried a bunch of other "PR" about Nigeria or "revenues" or whatever and the stock didn't even blip up once to the upside. This PR IMO, is an attempt to try and stem this selling and nothing more.

Personally- I don't think it'll make any difference. They have issued out literally 100 MILLION plus shares in just the past 1 yr alone- and have taken on mountains of "toxic financing" type convertible debt deals and warrants and who knows what else- they have so much low priced "share overhang" I don't see what's gonna pick up all that slack, if ever?

Look at the MM's trying to "play" this PR now- they just opened the spread up Grand Canyon wide. Almost likes it's planned and coordinated IMO.

Bid is parked at .078 but now Ask suddenly went way, way high- like they're gonna try and get a few buyers to bite in here. The spread just went like 10% plus in a blink, timed right with this "grand PR" being released. Another "coincidence" I'm sure?

" So if they say they are going to buy shares when the time is right then that's what they are going to do."

Actually, that's not what it says at all. It's littered with "might", "maybe" "possibly" etc. Also, it's stated clearly- they can vote TOMORROW and the entire supposed "share buy back" would be gone and over.

It's a LOL classic PR from a penny stock if I've ever read one IMO. It's got more ways to cover a behind in it than pair of football pads.

Enough legaleze in it to choke a Harvard trained lawyer. And of course, in typical BHRT fashion- it's vague and 100% open ended and of course can/may be "cancelled" at any time w/o notice. It'll never be heard about again IMO. Just trying to "goose" their stock like always. Nothing new here to me.

http://www.otcmarkets.com/news/otc-market-headline?id=16741801

Every word in this PR has been carefully "crafted" to be as vague and open ended as possible. Every share "buy back" I've ever read from a credible company has 1) A dollar amount stated and 2) A time table over which it will occur. No dollar amount and open ended and can be "cancelled" as soon as this afternoon or tomorrow- IMO makes it mean essentially nothing. A big ole goose egg "PR" about blah, blah to me.

"Jan 13, 2015 (ACCESSWIRE via COMTEX) -- SUNRISE, FL / ACCESSWIRE / January 13, 2015 / Bioheart, Inc. (OTCQB:BHRT), a biotechnology company focused on the discovery, development and commercialization of autologous cell therapies a Florida corporation, today announced that its Board of Directors has approved a share repurchase program authorizing the Company to repurchase outstanding Common Stock when beneficially prudent for the Company and its shareholders.
"Bioheart is committed to maximizing shareholder returns," said Mike Tomas, CEO. "Our Board of Directors and our management team believe that over the coming months circumstances may arise whereby the Company may be able to repurchase its Common Stock which in turn will bolster trading demand over supply and increase our price per share. Our immediate business goals are to increase top line product and service revenues and complimentary positive cash flows to support our longer-term clinical programs, a new emerging acquisition strategy, and the aforementioned stock repurchase plan. The regenerative medicine / cell therapy industry is advancing and Bioheart's role within the industry is also evolving. Our mandate is to seize upon the opportunities that are readily available, develop new product and services that are highly sought after and advance therapies that are both clinically and cost effective."

Repurchases under the share repurchase program may be made from time to time through open market transactions, privately negotiated transactions or otherwise, as determined by the Company's management depending upon market conditions and business needs in compliance with federal securities laws. The share program does not obligate the Company to purchase any particular amount of common shares and it may be suspended, discontinued or modified at any time at the Company's discretion and without prior notice.

Forward-Looking Statements:

Except for historical matters contained herein, statements made in this press release are forward-looking statements. Without limiting the generality of the foregoing, words such as "may," "will," "to," "plan," "expect," "believe," "anticipate," "intend," "could," "would," "estimate," or "continue" or the negative other variations thereof or comparable terminology are intended to identify forward-looking statements.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Also, forward-looking statements represent our management's beliefs and assumptions only as of the date hereof. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

The Company is subject to the risks and uncertainties described in its filings with the Securities and Exchange Commission, including the section entitled "Risk Factors" in its Annual Report on Form 10-K for the year ended December 31, 2013, and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2014."

Blah, blah, blah a big, vague, legal-eze littered, no dollar amount, no time table, open ended, CANCEL at ANY TIME ta-do about nothing IMHO. Typical BHRT and penny-ville type "PR". Right when the stock is sinking like a boat anchor- what a surprise, eh?

NO, "Davidsson10 has the correct share structure"

Not even close to being "correct" about the current share structure.

Quote from "Davidsson"

"Authorized Shares 950,000,000 a/o Dec 09, 2014"\

That is 100% FALSE. The company SEC filings need to be referenced as the only place to get correct information.

The present "Authorized Shares" is now 2 BILLION with a big "B".

From the SEC filed form 14C, dated 4/28/14, WELL BEFORE DEC 2014:

http://www.sec.gov/Archives/edgar/data/1388319/000114544314000633/d31331.htm

PAGE 2:

"The actions to be effective twenty days after the mailing of this Information Statement are as follows:

Ratification of the increase of the authorized shares of capital stock of the Company from nine hundred and fifty million (950,000,000) shares of common stock and twenty million (20,000,000) shares of preferred stock, both $.001 par value respectively, to two billion (2,000,000,000) shares of shares of common stock and twenty million (20,000,000) shares of preferred stock, both $.001 par value respectively, effective as of the filing of an amendment to the Company's Articles of Incorporation with the Florida Secretary of State.
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. "

NOT 950 MILLION A/S it's 2 BILLION in plain English. PERIOD.

INCORRECT "Share Structure:"

SEC filing 14C dated 4-28-14, PAGE 2: (2 BILLION shares authorized)

http://www.sec.gov/Archives/edgar/data/1388319/000114544314000633/d31331.htm

"Ratification of the increase of the authorized shares of capital stock of the Company from nine hundred and fifty million (950,000,000) shares of common stock and twenty million (20,000,000) shares of preferred stock, both $.001 par value respectively, to two billion (2,000,000,000) shares of shares of common stock and twenty million (20,000,000) shares of preferred stock, both $.001 par value respectively, effective as of the filing of an amendment to the Company's Articles of Incorporation with the Florida Secretary of State.
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. "

Last filed 10-Q, PAGE 9:

http://www.sec.gov/Archives/edgar/data/1388319/000114544314001305/d31740.htm

"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."

And that was over 3 months ago now. It's gonna be a WHOLE LOT MORE than that 659 MILLION shares by today- as they dilute monthly to survive. At

Just the recent Magna deals will have added:
31 million for the $200K Mange "note" plus 9 million at least in up front "fees" = 40 MILLION right there. And that's not counting all the other dilution they'd be doing. If they tap the Magna credit line even once, at these share prices, it's gonna be 10's of MILLIONS of more shares.

By the time the 10-K is released, I'd guess easily over 700 MILLION fully diluted shares- probably more like 750 MILLION or more. Easily.

2 BILLION authorized and over 700 MILLION fully diluted O/S shares. Those are the "real" numbers.

A share repurchase ???? LOL !!

http://www.otcmarkets.com/news/otc-market-headline?id=16741801

For a company with essentially no cash at any given time who's using pure dilution, massive, massive amounts of un-ending common share dilution for daily survival now puts out a PR that they "may" and "might maybe" do a share repurchase from "time to time" if "maybe possibly" the timing is "right" blah, blah, blah?

That statement has more "maybes" and "might be able to" and "could happen if maybe" etc than probably any I've ever read. Last line is a classic IMO, as it pretty much says, "By the way, none of this share repurchase thing even has to or will necessarily take place, but it makes for a great PR", eh?

QUOTE from "share repurchase" PR:
" The share program does not obligate the Company to purchase any particular amount of common shares and it may be suspended, discontinued or modified at any time at the Company's discretion and without prior notice."

So they can cancel it TOMORROW and no one would know or even need to be told. It basically means nothing then IMO. LOL. Great.

Now that is amazing IMO. They're paying their day to day bills in common shares they're so cash poor at any given time and give large bonuses to two insiders but issue "promissory notes" as they have no cash on hand to pay the cash bonuses. They just finished their last qtr with $46K cash on hand and massive short term debts.

This is almost like a comedy PR IMO. It's too funny. "share buyback" for a company with no money, no positive cash flows, riddled with convertible debt obligations, self loaning in every SEC filing, more debt than their market cap and a collapsing share price, etc?

So they're gonna issue more dilution shares so they can then "buy back" the shares they just diluted?? What?

How does that "work"??

That's just too funny IMO.

Most recent 10-Q filing 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."

Since that time, they've tacked on like another 50 MILLION in dilution shares if one reads the Magna prospectus. Again, HOW DOES A COMPANY "buy back" DILUTION SHARES using MORE DILUTION SHARES? How? They have no cash to even make their monthly bills?


Look at just the last 10-Q filing and the last 10-K filing to see how they ended the last qtr with a grand total of $46K cash on-hand and how many 10's of MILLIONS of low priced shares they issued out to pay common bills. (and that's not even getting into the self loans and loans upon loans to and from insiders being given and paid back- which are sprinkled all throughout their SEC filings).

So where they gonna get cash to buy back shares? They haven't even paid their recent $2 MILLION in just recent "accounts payable" on the last 10-Q or the $800K in cash bonuses to two people. What exact cash account is the money going to come from for a "share buyback"??

From last 10-Q filing PAGE 27 (shares for common bills as they HAVE NO CASH- so what are they gonna buy these share "back" w/ again?)

"Subsequent issuances
On October 3, 2014, the Company issued 514,886 shares of its common stock as payment of $70,521 interest on its Northstar (related party) debt.

In October 2014, the Company issued 1,818,182 shares of its common stock in settlement of $20,000 of convertible debt.

In October 2014, the Company issued 1,293,103 shares of its common stock in settlement of $15,000 of convertible debt.

In October 2014, the Company issued 2,260,764 shares of its common stock in settlement of $18,000 of convertible debt and accrued interest of $2,120.

In October 2014, the Company issued 552,846 shares of its common stock in settlement of $5,500 of convertible debt and accrued interest of $1,300.

In October 2014, the Company issued an aggregate 2,773,549 shares of common stock for consulting services.


In October 2014, the Company issued 538,875 shares of common stock in settlement of accounts payable."

Last 10-K filing PAGE F-28 (common shares poured out like WATER for paying day to day bills as they are so CASH POOR- so what are they gonna use to "buy back" their own shares with? )

"During the year ended December 31, 2013, the Company issued 50,029,227 shares of common stock for proceeds of $865,000.

During the year ended December 31, 2013, the Company issued 31,052,141 shares of common stock issued under its standby equity distribution agreement with Greystone Capital Partners.

During the year ended December 31, 2013, the Company issued an aggregate of 5,656,340 shares of its common stock for settlement of $82,339 of accounts payable. In connection with the settlement, the Company recorded a loss on settlement of debt of $74,877.

During the year ended December 31, 2013, the Company issued 2,500,000 shares of its common stock in connection with the issuance of a note payable.

During the year ended December 31, 2013, the Company issued 57,967,906 shares of its common stock in connection with the settlement and/or conversion of various notes payable.

During the year ended December 31, 2013, the Company issued 34,890,348 shares of its common stock in connection with the settlement of related party notes payable and advances.

During the year ended December 31, 2013, the Company issued 9,408,718 shares of its common stock in settlement of interest and penalty in connection with convertible debt.

During the year ended December 31, 2013, the Company issued 6,220,263 shares of its common stock services rendered valued at $85,151.

During the year ended December 31, 2012, the Company issued an aggregate of 952,851 shares of its common stock, valued at $34,600, in exchange for services rendered.

During the year ended December 31, 2012, the Company issued an aggregate of 51,751,138 shares of its common stock in exchange for $720,214 of outstanding notes payable and related accrued interest.

During the year ended December 31, 2012, the Company issued an aggregate of 700,000 shares of its common stock in exchange for $14,000 of accrued liabilities.

During the year ended December 31, 2011, the Company issued an aggregate of 1,982,995 shares of its common stock on exercise of options.

During the year ended December 31, 2011, the Company issued an aggregate of 27,120,856 shares of its common stock in exchange for $1,542,109 of outstanding notes payable and related accrued interest.

During the year ended December 31, 2011, the Company issued an aggregate of 1,000,000 shares of its common stock, valued at $115,035, in exchange for services rendered.

During the year ended December 31, 2011, the Company issued an aggregate of 1,272,730 shares of its common stock in settlement of outstanding related party advance in the amount of $140,000."

So, they're gonna ISSUE DILUTION SHARES to BUY BACK THEIR OWN DILUTION SHARES??? LOL, it still just cracks me up. Of course, the statement was issued with so many "ways out" and enough "mights, maybes, could possibly, may never happen, could maybe possibly" disclosures as to already make it moot IMHO. I'll watch every upcoming 10-Q or 10-K and my 2 cents says it's never heard about or mentioned again, let alone any actual shares being "bought back" or it will be some micro tiny one time purchase as a token or something like that.

How can they buy back shares- they can't even pay their day to day bills and have ZERO positive cash flow, almost no cash on hand at any given time, are relying on toxic convertible debt financing from the likes of Magna and similar and just diluted out literally 100's of MILLIONS of shares in less than the past 1 yrs period. What a "PR" that one was IMO. Wow, a real doozy !

NO, "hop, you are incorrect, the science has been proven, because they have some pretty good results to date"

I'm not "incorrect" about a thing.

"some pretty good results" does NOT by any stretch = "proven science".

MOST drug candidates are tripped up and flushed in the phase 2 study portion of trials. Why? Because phase 2 get much larger, get much more stringent and eventually OCAT will need to go up against a placebo arm- which I'm not even sure this first round of trials in the phase 2 are even "blinded" per recent reading.

The FDA ain't gonna approve a thing until it's gone up against a well "blinded" placebo arm. Not a chance. They are a long, long, long way from "proving" conclusively anything.

If it's all "proven" then why they gonna spend over $100 MILLION dollars and spend several more years and need until at least about yr 2020 per Lanza's own words? Why?

Why not just wrap it up and package it and start selling away? Why not? If it's "proven" and a done deal- then get moving and start selling? Why they gonna waste all this more time and money? What for? SELL THE STUFF NOW- it's "proven" after all, right?

RED, selling out of the gate.

Appears to be no abating to massive down pressure and selling on high volumes and no real buying pressure at all again this AM.

.0075 Bid and .0078 Ask

50 DMA is now at .0143 and 200 DMA is at .0232

(current day's price is 50% under just the 50 DMA in the inverted death cross that occurred a while back where the 50 DMA broke under the 200 DMA and has now stayed there. It's a 9 month major, major downtrend that would take a super tanker full of buying to even make a dent in reversing it IMO.)

(they've even tightened the spread in here, as opposed to the past flat-line, low vol, "up" days where they'd trade it supposedly "up" on a 10% plus spread on very low dollar's traded. It traded about $80K yesterday dropping as much as 26% in a single move down)

It was stated:
"I firmly believe that the PPS today is not a reflection of internal events."

So BHRT doesn't control the running of their own business or "internal events"?? Their extremely low cash position and giving of very large raises and bonuses while not funding any trials, the creation of Northstar LLC by total insider BOD members, the massive on-going unending dilution of the common shares, or the filing a recent proxy which they hold total voting power over (the insiders via their Northstar LLC votes) asking for more insider self enrichment and increases to pay n perks as their share price is near all time record lows is not their own "internal events"

So if the company is not a reflection of "internal events" then who or what "force" or I guess "external entity" or "external events" is pricing this, versus the market place?

I don't "get" or understand that statement or theory at all? So who runs and controls everything at BHRT other than mainly the current CEO and his one other key insider and the BOD who are pretty much one in the same with Northstar LLC who also "runs the show" for the most part? Who runs it and controls it all then?

"OCAT is undervalued currently. 40,000 shareholders value this company. The Lancet Journal report proved OCAT science. A year ago OCAT was without a CEO. OCAT has more information being sandbagged for negotiation,"

What?

1) The market has and is "valuing" OCAT exactly at what it believes it to be worth, which today is about $6.50 a share. That's what a market place does. One cannot "imagine" a supposed "value" and then make it so? Not unless they have the money and can buy-out the company for whatever imagined premium they believe it to be worth?

2) There is no "proven science" because of one article being written? This company faces $100 of MILLIONS in more dollars to be spent, massive continuing share dilution to occur and years and years of more trials per their own statements- to "prove their science" and reach even an attempt at a commercial, proven safe and w/ known efficacy for use in humans "product" or "therapy". Nothing has been "proven" yet? Certainly not via an "article", one "article" in a journal. They haven't even duplicated their results across a population base of at least several 100 humans and tracked them for any amount of time. "proven"?? No.

3) Or just use Lanza's own words:

http://www.telegram.com/article/20141014/NEWS/310149525&Template=printart

"
"We treated the last UK patients last month, and they also have not seen any safety issues related to the transplanted tissues themselves, either," Dr. Lanza said.

Advanced Cell now hopes to launch a 100-patient, phase 2 study in Stargardt's patients by the end of the year, according to Dr. Lanza.

A second, smaller phase 2 study in patients with age-related macular degeneration would follow, he said. Any treatment might not be ready for FDA approval until 2020, Dr. Lanza said. "

Thee guy, w all the "inside baseball" picks a date 5 YEARS in the future for a "maybe"?? Why would that be if it's all "proven" today? Why?

4) Where is there proof that a public traded company is withholding "material events" via a rumor or myth of "sandbagging"?? What proof is this based on? Where? How can this possibly be known? So a firm with a public traded stock, an open secondary offering and a tainted past with recent SEC violations including $millions in fines is withholding "material" important info from shareholders via some supposed technique called "sandbagging"??? And this is known how or been proven how? And this "sandbagging" is being done for "negotiating" purposed while they're trying to sell 10 million secondary shares off in a public offering with an open prospectus that says nothing about "negotiations"??? Really? That would be "troubling" to say the least IMO. Again, where is proof of this myth or theory being true?

New SEC form filed, "Amended Statement of Ownership (sc 13g/a)"

What's interesting is several things:

It appears the purpose of this SEC filing today is to now list this "Greg Knutson" as having the Northstar shares voting power now and to get "Chuck Hart" (Charles Hart) the Bioheart BOD member off of the Northstar LLC docs since this lawsuit has hit. All seems "oddly timed" to say the least IMO. Especially since this "Greg Knutson" comes up as a "construction company" owner in a remote area of MN. How he has anything to do with running a Biotech LLC that's closely linked to a public traded biotech company Bioheart is beyond me?

http://www.dexknows.com/business_profiles/knutson_g_e_construction-b370906

http://www.manta.com/c/mm5r8vl/g-e-knutson-construction

But it appears they just handed over 500 MILLION plus voting right shares/voting power of those shares of Northstar LLC over to "this guy" named "Gred Knutson", whoever he is? I.E. Think of the upcoming proxy vote for instance? Greg Knutson, the "Construction company" guy just got the majority vote control reigns handed to him of all the common shares of Bioheart the public traded company. Beyond fascinating IMHO. Like mind blowing fascinating? Is this not a least a "tad bit" troubling perhaps? Maybe?

From the recent SEC filing 1/12/15:

Quote:

"Greg Knutson, Chairman of Board of Managers, is deemed to have voting and dispositive power"

What's also interesting though is this filing lists Greg Knutson as having the address of:
"Address or principal business office or, if none, residence: 19345 Rhinestone Street, NW, Anoka, Minnesota 55303"

In all past filings- that's always been Chuck Hart's address, the BOD member of Bioheart and the address of "Hart Masonry".

http://www.bbb.org/minnesota/business-reviews/mason-contractors/hart-masonry-in-anoka-mn-96119754

"Hart Masonry, Inc.
(763) 360-89xx
19345 Rhinestone St NW, Anoka, MN 55303-4560
"

Notice, that's the EXACT address of Northstar LLC and now said to be related to "Greg Knutson" in that SEC filing of 1/12/15? How can that be?

Also, that address now appears to be up for sale per a simple Google search:

http://www.zillow.com/homedetails/19345-Rhinestone-St-NW-Nowthen-MN-55303/2126624884_zpid/

http://www.realtor.com/realestateandhomes-detail/19345-Rhinestone-St-Nw_Nowthen_MN_55303_M71503-53073

So the LLC "headquarters" now belongs to "Greg Knutson" and is also being offered for sale- all while the lawsuit gets filed? Huh?

But wait, the Secretary of State of Florida just had documents filed a week ago in which it's stated that Northstar Biotech LLC now resided at a different address- one that's connected to "Greg Knutson" and his MN based "construction company"???

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

http://search.sunbiz.org/Inquiry/CorporationSearch/GetDocument?aggregateId=flal-l12000024840-bd33dc0c-23e3-4df8-9590-ecf4bbbe3d0d&transactionId=l12000024840-46773435-d124-47a2-a180-a768590a4a43&formatType=PDF

This document filed with the Florida Secretary of State on Jan 5th, 2015 says the following:

"Entity Name: NORTHSTAR BIOTECH GROUP LLC

Jan 05, 2015
Secretary of State
CC0664908131
GREGORY KNUTSON MANAGER 01/05/2015
2015 FLORIDA LIMITED LIABILITY COMPANY ANNUAL REPORT
Y
01/05/2015
Title MANAGER
Name KNUTSON, GREGORY
Address 14855 ABERDEEN ST NE
City-State-Zip: HAM LAKE MN 55304
"
End quote of document.

So that address for Norhtstar LLC does not agree with or match the one on the recently filed SEC form sc 13g/a dated 1/12/15??

That's confusing IMO?

Notice: the last SEC form sc13g/a was filed on 10-15-14, only about 3 months ago- before all this "lawsuit stuff" broke in the news. Look at what it had said:

http://www.sec.gov/Archives/edgar/data/1388319/000114544314001231/e60988_sc13ga.htm

Quote:

" Charles Hart, as Managing Member of the LLC, is deemed to have voting and dispositive power"

So, with the stroke of the ole pen, they just handed that all (that managing vote power that was under Bioheart BOD member Hart's control) to a dude named "Greg Knutson" who appears to run a "construction company" in a rural part of MN, about 8 or 10 miles maybe from where Chuck Hart was always listed as the "Norhtstar LLC headquarters and Manager or Managing Director" or whatever?

Like all the sudden Chuck Hart, the Bioheart BOD member is getting "scrubbed" off the Northstar LLC controlling mgr position and thus control of the over 500 MILLION votes it controls? Wow, beyond fascinating IMO? Why now? What's the reason behind this I wonder?

From the same filing:
"Shared dispositive power: 52,368,582 capital shares (32,368,582 shares of common and 20,000,000 preferred (each share of preferred stock has voting power equal to twenty-five common shares)"

Thus ole Northstar LLC has over 500 MILLION votes over the common share voting process (an EASY majority in any proxy matters) - and they just signed it all over the "Greg Knutson" of a "construction company" at an address on one document that says "Ham Lake, MN" and on another that says "Anoka, MN" the same address as "Hart Masonry" which per Zillow is up for sale as of right now, today?

Again, fascinating stuff IMO given this lawsuit and that Northstar LLC is right smack in the middle of it all. Why all these Northstar LLC changes now??

And the 500 MILLION share vote question IMHO is who the heck is "Greg Knutson" to be handed over the voting power of Northstar LLC who hold a "lien" on essentially EVERYTHING Bioheart could own, would own, might own in the future, etc??

Last filed 10-K filing, PAGE 28:

"On October 1, 2012, the Company and Northstar entered into a limited waiver and forbearance agreement whereby the Company agreed to issue 5,000,000 shares of Series A Convertible Preferred Stock and 10,000,000 of common stock in exchange for $210,000 as payment towards outstanding debt, default interest, penalties, professional fees outstanding and due Northstar. In addition, the Company executed a security agreement granting Northstar a lien on all patents, patent applications, trademarks, service marks, copyrights and intellectual property

rights of any nature, as well as the results of all clinical trials, know-how for preparing Myblasts, old and new clinical data, existing approved trials, all right and title to Myoblasts, clinical trial protocols and other property rights. In addition, the Company granted Northstar a perpetual license on products as described for resale, relicensing and commercialization outside the United States. In connection with the granted license, Northstar shall pay the Company a royalty of up to 8% on revenues generated."

Thus "this guy" named "Greg Knutson" who the company has not said who he is, or did he buy into this LLC or whatever- he now holds the voting rights (he's now the Northstar LLC manager and the SEC filing dated today says in plain English the voting power of all shares is in his power and hands) on over 500 MILLION shares voting power of BHRT stock, per that SEC filed form SC 13g/a form dated 1/12/15 today.

Wild, wild stuff in my 2 cent opinion. Really wild.

http://www.businesswire.com/news/home/20150107006044/en/Investors-Sue-Bioheart-Millions-Unpaid-Debt#.VLRuvNI4bc8

http://lawsuitpressrelease.com/wp-content/uploads/2014/12/Leonhardt-v.-Bioheart.pdf

"If Ocata were going to sell at these prices they would have done it already. "

Not if there's low or poor demand on the offering among other possible problems.

It may not even be drawing enough demand to sell at the prices guesstimates I stated. What if it's $4.50 a share and OCAT mgt is balking and getting cold feet?

If this offering was in "high demand" and "red hot" and all that's been speculated-then what are they waiting for? They don't delay these things, not when the world markets are in highly volatile right now? If there was good money on the table they'd sell and close this thing ASAP IMO and bank that cash faster than they can spit.

Delays and waiting = problems in my book. The we-uplisted-never-really-uplisted disaster day/week only adds more probability in my book that something has not gone well or "according to plan". That was a royal snafu- lasting 2 weeks or more, it's still messing up people's accounts on some days via posts as recent as this AM, saying their account was quoting NASDAQ again, when this is solid as ever on the OTC.

So what explains all the delaying, the missed/screwed up "uplist" that never happened day/week and all the rest?

$6.55 close today and no offering priced yet.

Based on this market price range - where would a secondary be likely to price?

A standard underwriting discount for a "high quality" offering- meaning a major company, probably with sales, earnings even, at least a fair amount of cash, probably cash flow positive, etc - that kind of company pays about a 7% underwriter discount typically per easily researched industry norms (Google search or similar), maybe even as much as a 10% discount.

For a micro-cap "trying" to come off the OTC with a large 30% dilutive offering, a company with a fairly recent tainted past- including SEC violations that included $millions in SEC fines, one with no revenues and no prospects of revenues, let alone profits for years to come, or even a salable product for many years yet, cash poor, going to dilute at a high rate, burn cash continually for yrs to come, etc- that's a high risk category IMO and would require a steeper share discount for such a risk.

So what would an underwriter(s) pay for that- based on a $6.50 or so present market price- knowing they need to be able to unload all 10 million shares at a profit with low to no risk of getting stuck with them, etc?

Best, best case I'd guess 10% discount minimum. And I personally think it's more like 15% plus discount IMO.

Scenario at a 10% discount:
$6.50 X .9 = $5.85 a share tops

Scenario at a 15% discount:
$6.50 X .85 = $5.50 a share tops

Scenario at a 20% discount (which I think is possible for an OTC micro cap offering)
$6.50 X .80 = $5.20 a share tops

I think those are realistic numbers given the company's present situation, coming on-going dilution, cash poor position, high risk speculative product- if ever a product approval, tainted past, etc.

It's a tough sell deal I think- or they'd have closed this thing by now. I don't think they can uplist to the NASDAQ till they solve the lack of positive shareholder equity issue ($4 to $5 mil needed, that had, past tense about $720K max, but would have been consuming cash since that Sept 30th date, lowering that number unless cash has been infused probably via Lincoln).

So, need cash to uplist but want a better price for their shares- they're gonna have to bight the bitter bullet here soon IMO- or all confidence is lost, trials don't get off the dime and start moving as promoted, share price can languish and go lower making offering even tougher, entire stock markets can go "cold" and sell off, etc.

Time to saw some wood here OCAT. Get off the dime and perform. Words versus action time IMO.

DOWN 26%, WHAT !!

Bid .007 and Ask only .0072 and 5.5 MILLION shares at 1 PM Eastern ???

Whoah, Bid just dropped to .0065, BELOW THE ALL TIME LOW !

What the heck?

Bull dozed was being too light a term? This is getting cut, mowed and buried in here.

.0066 is the all time of all times low- and it's about to hit it from the looks of things. But this doesn't look like a one-time touch n go bounce type deal?

The vol is staggering and been going for 2 plus weeks now? This is staggering in it's pace of drop and the vol picking up to the down side? Who the heck is the seller(s) in here at this point? No buying pressure whatsoever? None it appears, just free fall.

What the heck gives? Magna? Anyone?

Bid dropped now to .0074 and volume over 4 million at only 12:30 Noon Eastern.

Holy cow- this thing is getting bulldozed. The bid is just in total free-fall and making a new 52 week low by the day and getting real, real close to the all, all time historic low of .0066 from Dec of 2013.

If it busts that .0066 level- then I think the bottom is anything between zero and .0066, meaning who knows how low it can go??

These daily drops are staggering. The Dec 2103 drop to .0066 was a rapid, one time down spike with a fairly quick bounce off bottom. This daily drubbing appears on-going and no buyers or buying pressure whatsoever appear to want to step in under this falling boat anchor.

I wouldn't want to try and pick the bottom here. The volume is just too high and the speed and percentage loss on each daily drop is getting mind boggling to watch. The market cap is getting whacked by the day and again, the lower it goes, the hard it will be to even make small draws on that Magna "credit line" deal.

If they can't tap and use that Magna line to get enough timely cash when needed- then where else they gonna go for survival cash? If I remember reading that Manga prospectus- (if I'm not mistaken) it more or less puts Magna in 1st place now as a "sr lender". Meaning I don't know if even the other toxic debt convertible lenders will get on this train anymore now? I don't know that for certain- but that was my read on that Magna deal. It's chalk full of restrictions and stipulations about what BHRT can and can't do now as long as that Magna deal is in place and going to be "tapped". That's my read on it.

".006 should be the bottom in my opinion, painful to watch."

That's about another 20% loss from here- and would put the market cap at about $4 million w/ about $4 mil in just "short term" debt expenses (accounts payable over $2 million) and long term total debts exceeding $10 million according to the last SEC filings.

This is entering (to use a mountain climbing term)- the "death zone" IMO.

As the price goes lower and lower it gets harder and harder for BHRT to raise even small amounts of cash, even via the most desperation of desperation convertible debt lenders. Which in turn makes it harder and harder to service even their most basic debt obligations and most immediate due short term bills and expenses.

This in turn puts um on the brink of insolvency, which is the precursor to full on BK filing. The legal bills alone just heaped another brick on their already cash poor back IMO. They've already hacked R&D to essentially zero ($3K paltry a month per last 10-Q filing) and they are really only 2 employees with another 1 or 2 tossed in periodically (4 full time, 1 part timer as of the SEC filed prospectus) - so I don't know how they cut head count to lower expenses? They ended last qtr with $46K total cash on hand per the 10-Q, despite the PR about "revenues" and all (they banked almost nothing on those revenues due to very high cost of sales) and their expenses have exploded upward far outpacing any "revenues" - so they're losing ground IMO, not gaining.

I'd say they're in a real pickle box here, the hurt locker as they say. Lower it goes, the pickles just gets that much harder to get out of - as cash money gets harder and harder to come by. There's only so many firms/people/vendors who are gonna be willing to take their payments due in shares of sub 1 CENT penny common stock the way I see it. So being able to pay common bills in stock even gets harder and harder the more it loses value.

From the last filed 10-Q, PAGE 12:

"NOTE 2 — GOING CONCERN MATTERS
The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying unaudited condensed financial statements, during nine months ended September 30, 2014, the Company incurred an operating loss of $1,247,199 and used $747,184 in cash for operating activities. As of September 30, 2014, the Company had a working capital deficit (current liabilities in excess of current assets) of approximately $10.0 million. These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time.
The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern."

That was filed almost 4 months ago now. If they had "liquidity problems" then, then they got um in spades now the way I see it. Every percentage drop in share price makes this company more "ill-liquid" by the day essentially.

I just don't see any near term catalyst that's gonna change or reverse their present situation? A 9 month major downtrend that hasn't shown a "blib" of abating yet. They've fired off "PR", they've talked about "revenues" and all- now they got this pretty hefty lawsuit hanging out there; it's going from bad to worse IMO. I don't see any near term upside or what would cause any near term turn in this present situation. I think Magna is pretty much the driver of the shares now.

Massive, on-going, continual dilution and extreme lack of cash are their two biggies to me- and how they solve or fix those issues I can't figure out?

Just as I hit click- I was the "10K on the bid comment". That adds to my opinion that Magna or "someone" is totally driving this now. $80 bucks worth on the bid- no buyers at all, even at .008? Also, look at the AM chart again, they sunk if today it looks like with a 600K or 800K single sale "spike" printing. It's been like this for 2 weeks now- every day, like a 500K or 600K or so single "spike" prints on the daily chart and the price gets buried like 10% or more in a blink. Like some pro trading desk prints a single sale each day with near perfect timing- then "works" a bunch of smaller trades the rest of the day. Been seeing it every day for 2 weeks now, essentially since the Manga "credit line" and "note" were all announced as "live" and official and all.

That's why I've said it a few times now- I think (can't prove it, but have a gut feeling) that Magna is the one in the driver's seat now on these shares. Magna's reputation is pretty well known as a share price crusher on the penny sheets.

My 2 cents.

So BHRT willingly does business with "SCAM ARTISTS" for years?

Quote:

"Also, look into that Bryan Collins guy that bought Brenda's debt and is co-plaintiff. He and his company, Greystone Capital, are considered scam artists.
Look at their background with Clicker, Inc.

A Clicker, Inc forum poster mentioned Bryan Collins and Greystone Capital operate by putting out PR's about the company they hold debt for, and sell stock shares offshore. "

Clicker who?? And they know these "rumors" based on what facts??

Well, then BHRT must like getting their "financing" deal from supposed "scam artists" as they, BHRT, having WILLINGLY inked deals and took the money of Greystone for many years. What does that make Bioheart?

Last filed 10-Q, PAGE 13:

"NOTE 5 — STANDBY EQUITY DISTRIBUTION AGREEMENT
On November 2, 2011, the Company and Greystone Capital Partners (“Greystone”) had entered into a Standby Equity Distribution Agreement (the “Agreement”). Pursuant to the Agreement, Greystone had agreed to provide the Company with up to $1.0 million of funding for the 24-month period following the date a registration statement of the Company’s common stock is declared effective by the SEC (the “Equity Line”). The registration statement went effective on February 10, 2012. The Agreement automatically terminated on the first of April, 2014 (the first day of the month next following the second (2nd) anniversary of the Effective Date)."

Last filed BHRT 10-K, 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. We are not obligated to sell any shares of common stock to GCP but may, over the term of the SEDA and in our sole discretion, sell to GCP that number of shares of common stock valued at the Purchase Price from time to time in effect that equals up to one million dollars ($1,000,000) in the aggregate.

During the year ended December 31, 2013, the Company issued an aggregate of 31,052,141 shares of its common stock in exchange for $346,914 draw down on the equity line."

So as recent as Dec 31, 2013 ole BHRT was doing biz and issuing shares and taking money from the "scam artist" GREYSTONE according to BHRT's own filings. Why? Why would they be doing biz with a msg board reported "scam artist"??

Also, it's claimed that the recent lawsuit contains "lies" in it.

Quote:
"The 'complaint' stated a blatant lie in regards to Northstar not being registered and created for the sole purpose to 'mislead investors' . "

This is based on the conjecture of a stock msg board "reporter" versus the experience of a large, experienced law firm that primarily deals in business and commercial law only- and who wrote and presented the case/brief to the Florida court. Thus it's being asserted that a top Florida attorney, a partner in a large law firm who is qualified to practice before the Florida Supreme Court, that partner who personally signed off on that case brief to the court- is being called a "liar" on a stock msg board?

I'd have to say I'm gonna go with the law firm that's been in biz and practicing in Florida since the mid 1970's and one of their Sr. Partners as having a tad bit more legal credibility here on this one. Just a tad. I doubt they risk their law licenses and reputation of their practice (which has about 3X as many employees as little ole BHRT by the way)- I doubt they risk that by "filing lies" in a Florida court.

Further, if Northstar LLC is so on the "up n up" then why only a few days ago to they file in Florida to change their agent for process of service and also change the name of the supposed "manager" of the LLC to some guy who runs a "construction company" in Ham, MN?? Why? When the Northstar LLC manager for yrs was a Bioheart BOD member named Charles (Chuck) Hart and the address was always in Anoka, MN? Why change that suddenly now when this lawsuit gets filed. That's more suspicious IMO than the credibility of a highly successful, fairly good size Florida law firm and Brenda Leonhardt, a well established creditor to Bioheart for years and years- including in numerous SEC filings.

http://www.sec.gov/Archives/edgar/data/1388319/000114544310001842/d27040.htm

From the SEC filing, 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.""

Brenda Leonhardt has CLEARLY been a creditor to Bioheart, it's beyond even debate- it's in black n white in their own SEC filings.

Northstar LLC very recently changing things up- right as a major lawsuit hits, taking Bioheart BOD member Chuck Hart's name off their documents? Why? Why suddenly do that now?

Northstar Biotech LLC name/address change:

It looks like from the Florida Secretary of State site (see pfd document links at bottom of page)- that the "name/address" change was filed for the "registered agent" and not necessarily to change the name of the LLC or anything. I believe from past links, public info it was and is and always has been, "Northstar Biotech, LLC" as far as I know?

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

See this pdf doc, filed 1/5/2015, just a few days ago- it says it's to change the "registered agent" in Florida. But also lists "Greg Knudson" of Ham, MN as "Manager" which is new to me. As whenever I used to look up "Northstar Biotech, LLC" it was always Charles (Chuck) Hart, the Bioheart BOD member and listed as "President" or "Manager", some title like that. And again, this Greg Knudson appears to own a MN construction company? What the heck does that have to do with Bioheart is beyond me?

http://search.sunbiz.org/Inquiry/CorporationSearch/GetDocument?aggregateId=flal-l12000024840-bd33dc0c-23e3-4df8-9590-ecf4bbbe3d0d&transactionId=l12000024840-46773435-d124-47a2-a180-a768590a4a43&formatType=PDF

http://search.sunbiz.org/Inquiry/CorporationSearch/GetDocument?aggregateId=flal-l12000024840-bd33dc0c-23e3-4df8-9590-ecf4bbbe3d0d&transactionId=l12000024840-4d74a27e-288a-4b72-bbd3-bac6b7264bde&formatType=PDF

The "credibility" of the Florida law firm filing this suit looks pretty good IMO. Don't look like amateurs to me who "lie" in front of Florida courts where they make their bread and butter. The case as filed was signed off personally by a Sr partner of the law firm.

http://www.businesswire.com/news/home/20150107006044/en/Investors-Sue-Bioheart-Millions-Unpaid-Debt#.VLPm5dI4bc8

http://lawsuitpressrelease.com/wp-content/uploads/2014/12/Leonhardt-v.-Bioheart.pdf

http://www.foxwackeen.com/the-firm/

http://www.foxwackeen.com/our-lawyers/partners/michael-j-mccluskey.html

I seriously doubt this guy puts his law license on the line via blatantly "lying" before a Florida Court or that he's some "amateur" who doesn't understand how to correctly write a case filing before the court using thee EXACT right word and wording.

My 2 cents. I'm going with McCluckey on this one as knowing how to word his filing and properly describe what he believes is the "state" of affairs of Northstar, LLS. Essentially a tiny LLC with a few "members" and now some dude in MN, who appears to run a "construction company" being named as the LLC "manager" now. Tell me that's not "odd" for a supposed BIOTECH LLC that's got it self and members all wrapped up and essentially one in the same as the BOD members of a public traded stock company called Bioheart? How a "construction company" dude named "Greg Knudson" or whatever his name is, in Andover or "Ham lake" MN or wherever it is, how it's tied to Bioheart and Northstar LLC is "interesting" to me to say the least.

http://www.whereorg.com/g-e-knutson-construction-8294240

http://www.dexknows.com/business_profiles/knutson_g_e_construction-b370906

That address and name match exactly what was filed a week ago or so with the Florida Secretary of State as now being the "manager" of Northstar BIOTECH LLC. I guess in between "concrete construction" jobs, the guy runs and manages a BIOTECH LLC made up of a bunch of BOD members all tied to Bioheart, the public traded company?? Ok, sure, makes sense to me??

Wham !! Down 15% on high volume again. .008, looking like NO BOTTOM to this falling knife IMO.

Look at the volume again- it's huge. Volume speaks as much or more than the incredible rate of the collapsing share price. Market cap now at a paltry $4.6 million. This is now in the survival zone IMHO.

All dump n sell days have been on mega high vol relative to any buying "blip" days. I think two zeroes after the decimal is the "new normal" IMO.

This is "Magna" largely IMO. It's legend in Magna world, these kind of falling "ratchets" that BHRT is now doing txt book style. Just read the I-HUB "Magna board", it alone tells the story of so many firms who went to Magna for desperation financing. Never heard a happy ending that I've ever read.

http://investorshub.advfn.com/Clients-of-Magna-Group-and-Hanover-Holdings-25550/

Add in that Bioheart is also tapping Asher, Fourth Man and Daniel James among other toxic lenders and has issued out and diluted out, literally 100's of MILLION of low priced and/or "convertible" debt related shares in less than a yr, with no end to the pace of dilution appearing to be in sight- and IMO this is the end result.

BHRT is so cash poor at any given time they also pay common bills via issuing out 10's and 10's of millions of shares of common stock- also often at steep discounts to the market price. Add in warrants, options and all the rest- it's all in the last 10-Q's and 10-K SEC filings going back 2 plus yrs at least.

Massive dilution, long term, continual use of toxic, convertible debt "financing" always has to take a toll in the end, from anything I've ever seen and watched when it's used to the degree that BHRT has been doing it for years now.

And no, no "revenue" has made a difference IMO- they've outspent any "revenue" by a long shot. Just the large base salary increases to the two insiders and their cash bonuses alone- pretty much eat up the entire 2014 "revenues" after cost of sales is subtracted out. Last 10-Q, they only netted 10% on those reported revenues, after a huge rise in cost of sales. 10% margins are horrible- barely brought any cash at all into the company's bank.

It's real tough sledding in here the way I see it. Every drop in price makes it that much harder to "tap" that Magna credit line and that much more dilutive- it's often called a death spiral for a reason. If they need to tap that Magna line now- just do the math on how massively dilutive it will be.

Maga would now get their shares for the most at about .008 X .93 = .00744.

Staggering cheap shares. And the amount of any one "draw" BHRT can make is limited to only certain amounts based on dilution and amount per draw, etc. Read the SEC filing details on the Manga "credit line". It's all in there. Meanwhile, the bills have to get paid- law firms are gonna want up-front money IMO, they don't wait to be paid or work for free or delayed or stock share payments, I highly doubt that.

There's not gonna be any "trials funded" or "re-started"?? I don't see how that's even a remote possibility given the financial realities facing this tiny, tiny 4 person company now? What money would they possibly have to re-start, let alone run and fund an FDA level phase 2/3 trail, let alone trial(s) plural? How? I don't see it as even a remote possibility- no way. Almost all money coming in now or generated via "financing" just gets diverted to salaries and "bonuses" and now very large legal bills more than likely.

My 2 cents.

OTC trading, NOT listed NASDAQ and DOWN a solid 5% in the red.

http://www.otcmarkets.com/stock/OCAT/quote

It's been supposedly "quoting on the NASDAQ" for weeks now.

It's never been a NASDAQ listed stock, ever.

$6.46 quoting on OTC.

OTC trading, NOT listed NASDAQ and DOWN a solid 5% in the red.

http://www.otcmarkets.com/stock/OCAT/quote

It's been supposedly "quoting on the NASDAQ" for weeks now.

It's never been a NASDAQ listed stock, ever.

$6.46 quoting on OTC.

"The Cornerstone Growth methodology looks for companies that show persistent earnings growth without regard to magnitude. To fulfill this requirement, a company's earnings must increase each year for a five year period. OCAT, whose annual EPS before extraordinary items for the last 5 years (from earliest to the most recent fiscal year) were -$7.05, -$4.46, -$3.49, -$1.66 and -$1.24, passes this test.
"

What?

A company that HAS NO EARNINGS and has NEVER HAD EARNINGS and only produces losses, as far back as one wants to look- DOES NOT pass an " increasing earnings" test.

A REDUCTION IN THE RATE OF CONTINUAL LOSSES is NOT, not be any stretch of the imagination- seen by any investment firm as "increasing earnings"???

It's a reduction in the rate of losses, but it's not "earning" in any way, shape or form. Not even close. Earnings are POSITIVE, meaning there must first be profits (earnings are an indicator of profitability) which means one needs revenues, sales and most of all profits exceeding expenses, then "earnings" after taxes and other deductions can result.

"earnings" is typically "earnings per share" and comes from having "net income":

Total Revenue - Total Expenses = Net Income or

Net income = total revenue - operating expenses -interest paid - depreciation - taxes

(pretty much general definition, and OCAT has not positive "net income" and this NO EARNINGS)

OCAT/ACTC has never produced so much as ONE CENT of "earnings" since they've traded as a public company- not that I'm aware of? They don't meet any "earnings" criteria? None.

" the cowboy who measured 20/400 and improved to 20/40 after the RPE injection by ACTC/Ocata. "

OCAT SEC filings have the word "cowboy" in um? Really? I'll do a double check and word search- but I don't think so?

Further, ONE "cowboy" out of 6 BILLION plus people on earth, and over 39 MILLION who are blind- is known in science as an "anecdote". There's a 1000 reasons why ONE person's sight "might" have improved. There's a reason why phase 2/3 trial(s), often multiple are required by an agency such as the FDA, and why those trials get much, much larger and longer in their time duration, in order to gain statistical significance relative to a decent population sample size.

Actual "science" can never involve a sample size of "1". It's irrelevant and proves nothing. Let alone, it hasn't been in place long enough to know long term efficacy, side effects, etc. Further, that single "cowboy" had other co-treatment done to his eyes if I'm not mistaken, and those must be screened for and "masked" via statistical methods, else no way to prove the cells are what caused the "reported" change in eye sight.

There is no more complicated science or more difficult thing to prove- than anything related to human population studies and especially medical maladies. The placebo effect, spontaneous healing in the 1 out of 1000 case scenario (happens all the time w/ cancer for example- some people just "heal" naturally from what kills the other 999 and no one knows why), etc. Any subset of size ONE is an anecdote at best. Way too oversimplified.

Here is a common scenario that shows how difficult it is to "prove" something when dealing w/ human population studies. It's taught in probability and statistics 101 at a graduate level. It's shows the human tendency to always, always want to show causal relationship to two seemingly, possibly related events- when in reality none exists. It's used to teach everything from medical research/study techniques to how to investigate crime properly or an aircraft accident, etc. How not to connect via assumption, two totally seemingly related events as "proof" that a causal relationship is believed proven to exist -when none at all may exist in reality. The entire concept of blinded studies was developed because of this human trait and mistake 101 of bad "science". It goes something like this (variations on this scenario):

The mistake 101 scenario of "science" and "trying" to create cause and effect w/o proper proof:

"Bob decided to lose some weight. So Bob went on a new diet he invented called the EAT SUPER AMOUNTS OF SALAD DIET he conceived as he figured salad only eating would cause him to rapidly lose weight. Other than being about 10 lbs over weight, Bob just had a full physical, extensive blood work and many other medical test as he just got a large life insurance policy - Bob was deemed 100% healthy and fit, only about 10 lbs overweight. So for 2 months Bob eats a ton of salad. Salads all day long- just salad and water. Suddenly, Bob is not feeling well. He gets real sick feeling and goes to his doctor with several complaints- weakness, severe fatigue, several other problems. The doctor's run a bunch of test and blood work- and Bob gets the bad news, he has TERMINAL CANCER and is given 6 months or less to live. A "scientist" friend who knows Bob well, who knows of his all salad crash diet- therefor concluded that it is 100% clear, that EATING TOO MUCH SALAD CAUSES CANCER. It's been proven- as Bob is the proof."

THAT, is seen every single day in the "news", those very scenarios, up to and including so called "medical research". Most often, probably 98% of the time or more- they are later proven 100% INCORRECT. Today coffee KILLS YOU, tomorrow coffee "saves you" from dementia supposedly. "studies" are a favorite of the news now days- and especially ANECDOTES. ONE OFF cases that supposedly PROVE something, when in fact, they "prove" nothing at all.

OCAT has not "RID THE EARTH OF BLINDNESS"- not by a 1000 mile long shot ZERO proof to that claim. NONE. It's not even known with any certain yet that they've solved anything reliably, or long term, as related to "blindness" or any other serious malady. They haven't done enough testing on a large enough population sample to draw any such conclusions yet. And THAT is what their SEC filings will plainly state. Not some "cowboy" story or whatever.

From the latest OCAT 10-Q for some examples in their own words:

PAGE 27:

"Our research has indicated that RPE cells generated from pluripotent stem cell sources, such as an hESC line, may potentially solve the sourcing of transplantable RPE cells for treating macular degenerative conditions. It is possible that the area in which the RPE layer exists will maintain its relative immune-privilege in dry AMD patients. "

Sees those carefully chosen word- UNCERTAINTY as in NOT YET PROVEN. "may", "might" and "potentially", etc. UNPROVEN speculation.

PAGE 27:

"We believe that the results from the SMD and dry AMD clinical trials are promising. "

Not WE CONCLUDE and ARE CERTAIN? No, carefully worded speculation of "we believe" as in MAYBE, POSSIBLY but not yet proven.

PAGE 28:
". The purpose of the SMD trial is to test the efficacy and safety, and to assess relevant functional and anatomical parameters of transplant, of our hESC-derived RPE cells. The purpose of the dry AMD trial is to evaluate systemic immunosuppressive regimens and to explore efficacy parameters of our hESC-derived RPE cells."

One does NOT need to "test" anything that's been PROVEN and supposedly has "RID THE EARTH OF BLINDNESS"? Why "test efficacy"? To "test efficacy" means that the EFFICACY IS NOT YET KNOWN OR PROVEN?

Or, one can just quote Lanza himself:

http://www.telegram.com/article/20141014/NEWS/310149525&Template=printart

QUOTE

"We treated the last UK patients last month, and they also have not seen any safety issues related to the transplanted tissues themselves, either," Dr. Lanza said.

Advanced Cell now hopes to launch a 100-patient, phase 2 study in Stargardt's patients by the end of the year, according to Dr. Lanza.

A second, smaller phase 2 study in patients with age-related macular degeneration would follow, he said. Any treatment might not be ready for FDA approval until 2020, Dr. Lanza said. "

WHAT, year 2020?? But the "cowboy" has PROVEN IT?? And the "EARTH HAS BEEN RID OF BLINDNESS"- so why does Lanza want to sit around and speculate that a product "MIGHT" (not FOR SURE) but MIGHT "be ready" by year 2020, FIVE YEARS FROM NOW looking at my calendar? Why? Why would the guy who has all the "inside baseball" and is "in the know"- why would he of all people quote a date 5 years in the future as a "maybe" at best? WHY?

Oh, and the word "cowboy" appears NOWHERE in that OCAT SEC filing via an exhaustive word search. Nor to the terms 20/400 or 20/40 appear anywhere in that SEC filed quarterly report.

"I know the presentation is at 9:15 or 9:45.."

It's not even a "presentation" specifically to do with OCAT is it? Wotton is simply one among several who are on some "panel" at a "conference", NO? What exactly is being "presented" directly to do with OCAT's present business plans, and especially the "uplist" or secondary offering? I don't see a single indication those items will even be mentioned, let alone "presented" at this conference?

This is just another "conference" and Wotton is sitting on some "panel"- an extremely common event for a public company CEO. I don't see anything to this date or that it's even an actual "presentation"??

http://alliancerm.org/event/regenerative-medicine-state-industry-briefing

Look at the wording: Wotton, is just mixed in with several other speakers who are also CEO's or similar are are there to discuss "the industry" and "anticipated blah blah over the next 2 years"- not specifically OCAT or some "presentation" about them and them alone?

"9:05am - 9:50am | Dose, Delivery, Data: Understanding the Three D's of Advanced Therapy Drug Development
This panel of industry CEOs and senior executives will examine key issues related to advanced therapies as the field progresses over the next 12 months. Much of the discussion in the cell and gene therapy sectors revolves around dose, the method of delivery of the product and how the sector will manage expectations around a number of key data events anticipated over the next two years.

Speakers:
Tony Fiorino, M.D., Ph.D., CEO, Brainstorm Cell Therapeutics
Adam Gridley, President & CEO, Histogenics
Paul Laikind, Ph.D., President & CEO, ViaCyte
C. Randal Mills, Ph.D., President & CEO, California Institute for Regenerative Medicine (CIRM)
Robert Willenbucher, M.D., Head, Janssen Cell Therapy & Head, Janssen Incubator, Janssen R&D
Paul Wotton, Ph.D., President & CEO, Ocata Therapeutics"

Just another "conference" among many IMO. No big deal- they have these things all the time, in every industry and biz sector. Good reason to get some frequent flyer mile, wine and dine on some top shelf grub, maybe get in a game of golf or whatever depending on the weather. CEO's do this all the time.

It's a West coast presentation (San Fran) on that web site- so I'm certain it would be West coast times given.

"Ok as of SEPT 2014 OCAT had a cash balance of 7.8 million and a credit line of 22 million"...

Gastro, it's true that would give them many months of "survival" cash in their present condition.

Problem is, or where it's lacking, is it's not even a down payment on a good size, FDA quality phase 2.

The instant they ramp into that phase 2, the expense line and R&D line will explode upward and they've pretty much made that clear in their presentations and in the $100 MILLION shelf filing, etc.

So yes, they could "continue on" via using Lincoln but it would mean the trial(s) remain essentially parked and go pretty much nowhere - which would be very detrimental IMO after all the promises they just made and the "setting of the table" of what they claim is coming.

I think they know they have to get off the dime this time and perform to near perfection- patience has worn past thin with this operation. They need that large cash infusion, aka the secondary, as it's the only way to fund a large trial in serious fashion- meaning getting it rolling full steam ahead and not injecting a single patient every 3 months or whatever.

If they want to enroll rapidly, hire contract service firms and get the phase 2 stuff really performing- so they can give realistic time lines in the 2 yr time frame to completion, then they need BIG BUCKS, serious coin and need it sooner than later.

That's my 2 cents. They're in the pickle box right now. Get off the dime and perform or be seen as another set of broken promises. Their reputation ain't exactly stellar when it comes to delivering on-time and as promised. They fired off every PR they had- including the "big article" and the price per share and market cap are back where GARY the destroyer left it. That's kinda hard to believe- but it's the present reality.

"What? HUH? Nobody says OCAT has cured blindness."??

The EXACT wording used was "OCAT has RID THE EARTH OF BLINDNESS".

That's a verbatim quote that appeared on this board today. Verbatim.

RID THE EARTH of blindness.

Not my words of course- as I don't believe it to be even remotely true. Not by a long shot.

"OCAT HAS RID THE EARTH OF BLINDNESS."??

What? No they have not. When did this myth occur?

I just did a Google search and it says that about 285 MILLION on EARTH are visually "impaired" and at least 35 MILLION of those are blind, as of today.

OCAT has never "rid the earth" of anything? That's a pure myth.

Where can one view the FDA approval documents, and completed phase 3 trial documents for ANY OCAT "approved and commercialized" treatment or procedure for any malady, let alone, one that claims to "cure" supposed "blindness" to a degree in which the "EARTH HAS BEEN RID" of blindness? Where?

Where can one go and get this imaginary, non existent "treatment" that's supposedly "rid the EARTH of blindness" (despite 35 MILLION plus ON EARTH still being blind)??? What medical facility or physician offers this supposed "cure" that via myth has "RID THE EARTH OF BLINDNESS"??

When and where did this occur? How much does the imaginary cure cost? Does any major insurance carrier on earth cover this non-existent treatment?

Here is a link to a major BLINDNESS foundation and they don't say ONE WORD about the WORLD BEING RID OF BLINDNESS? Have they not been informed that this myth has taken place- thus they need to shut down their foundation, as there are NO BLIND PEOPLE LEFT ON EARTH (to RID, is to eliminate ALL)- do they know of this yet?

https://nfb.org//

http://www.afb.org/default.aspx

NOTHING on those major sites for the BLIND saying the "WORLD HAS BEEN RID OF BLINDNESS" via a little, barely known company called OCAT? Nothing, not even a mention?

"Dr. Lanza holds the major-bulk of his shares and only sells a few for taxes and life expences."??

So now it's known why a Sr Exec at a public company does or does not sell their shares- up to and including, claiming to know their personal tax situation and "life expences" (expenses)??

That's beyond fascinating IMO. Does Dr Lanza publish his personal tax returns and other personal financial info on-line or somewhere that one can view it? I'd really like to see that info?

Can one please post what Dr Lanza's "personal" annual expenses are- just the ball park number, say to within +/- $5,000 annually. I'd assume to maintain his home, any or all real estate he owns, his utility costs, Federal, State and local taxes, automobiles- you know, just his entire personal "finances" and expenses. I'd love to read where this info has been published and is thus known by investors of the public traded company stock.