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"The technical's are looking promising."??
From a "technical" trading stand point, this thing is in pretty much crash and burn, train wreck mode? It's in a sustained down trend and it looks like 2 cents is a new wall. Even after a 50% PR-hype run-up, it rapidly collapsed to sub 2 cents within a single trading day. Now, they're pushing it again today on a mega wide spread, but is not holding 2 cents very well as of now, heading into the close.
It's trading well below the 50 DMA and the 200 DMA, which makes it in a solid "technical" down trend and it's not out of that trend until it solidly breaks the 50 DMA and 200 DMA on large volume. On the Monday, PR HYPE run-up day, of 5 million plus shares, it couldn't even break or hold the 50 DMA at .023, which now sits below the 200 DMA of about .026.
That 50 DMA being below the 200 DMA is an extreme technical weakness indicator- typically known as a "DEATH CROSS" formation.
I'd not be surprised in the slightest if this sees 1 cent by end of yr, given the huge, new Magna dilution that will be hitting. Not sure how soon Magna gets their initial shares from the toxic, convertible note deal, or the 9 MILLION to 15 MILLION shares as just the up-front "fees" portion for the credit line, but when Magna gets those shares, IMO, they aren't gonna be holding um or parking um and going long- they'res gonna be a lot of shares at about 1 cents each and I'd guess they're gonna be heavy sellers. Even at 1.5 cents, they're making 50% gains on their money.
The lower they get the price to go, the more shares they get when they "convert" each time, that's the business people like Magna are in, and why they have pretty well established reputations as share-price-crushers, IMO.
Good luck to ya.
"The patient investor always has the greatest chance to receive a great return. Here with BHRT, patient investors have recognized value and are willing to stay the course."????
It would appear to me that the "patient BHRT investor" has been nearly wiped out? Their (BHRT's) initial large investors were nearly totally wiped out, if not wiped out, when several key loans went into default. The stock is down, at a loss of about 98% to almost 99% from their IPO date of Feb 2008 at $5 a share, to a recent all time low of .0063 in Dec 2013, and then most recent trading of about 1.5 cents to maybe 2 or 3 cents tops?
http://venturebeat.com/2008/02/19/three-yards-and-a-cloud-of-dust-bioheart-makes-it-across-the-ipo-goal-line-but-with-little-to-show-for-its-struggles/
In just the first year after the IPO, the stock dropped from $5 a share in 2008, to $1 or so a share in 2009, and was de-listed from the NASDAQ, almost exactly only 1 yr after the IPO date. "Value" for the long term?
How exactly did, or is that producing "value" for "patient" (long term I guess?) "investors"? A 98% loss for those who've gone long? Just since the present CEO took over in 2010, the stock has lost about 95% or more in "value" from .50 cents or more in 2010, to now about 2 cents? It's also faced massive, massive dilution along the way, from less than 40 million shares of common outstanding in mid 2011, to now more than 500 MILLION and climbing rapidly?
From 10-K:
" The number of shares outstanding of the registrant’s Common Stock, $0.001 Par Value, as of May 10, 2011 was 42,600,569. "
From recent 10-Q:
"As of August 1, 2014, there were 517,272,472 outstanding shares of the Registrant’s common stock, par value $0.001 per share."
What exactly is this long term "value", would be fascinating IMHO to see this explained in more depth?
Back to semi flat-line mode it looks like? So bizarre IMO.
In about 72 hours, it goes from being run-up nearly 50% on 5 million plus shares but closes off that day's peak by about 25%, then the next day drops off sharply on volume and trades and closes down sharply -14% or more, with flat-line periods during the day where no trade posts for 30 minutes to nearly an hour, and ends the day at about 1.x million shares traded.
And now today, 72 hours or so later it takes 20 minutes just to open and post a single trade of 5320 shares (OTC level II) or about 5320 X .0174 = $92.00 bucks worth?
Now, 25 minutes after open, it's posted 2 trades of about 20K shares each or about 20K x .0175 = $350 bucks a piece
From 5 million plus shares, to a 1 million or so, to now it takes 20 minutes to open and post a few tiny trades, in 3 trading days, a swing of 50% too boot? I can't figure it out if this is all because of firms like Asher and Fourth Man and Daniel James and now Magna being all over this thing? Is it their ability to operate with their own, or closely affiliated trading desks that make this thing act like this, in these wild swings and then dead periods, where it can sit for an hour or more (was almost 2 hours a week or so ago) where not even a single trade matches and posts, then the spread going wide open at time, 10% or more?
This one's "odd" to say the least IMO. I follow and watch a lot of different stocks, but nothing else I look at trades like this one, that's for sure. The wild, extremely fast price and volume swings, then dead periods and then periods where the spread goes huge, wide open appearing to "work it" to make it look artificially "up" like 5% or 10% or more at times on one or two tiny trades, only to have it swing sharply down, sometimes minutes later on a much higher vol spike, etc?
There it went right now, painting it "up" almost 6% on a single, 20K trade at .0185 or about $370 bucks worth, w/ only qty-4 trades total almost one hour into trading day now.
I can't figure it out, that's for sure?
DOWN 14% plus. .0175 on the tape. WOW !
So in less than 24 hours, someone who bought the top of the PR HYPE yesterday, at .0248 unless they were smart and got out, selling, would now need about a 40% gain just to break even. In less than 24 hours, down 40%. Market cap back at $9 million already this AM.
That's gotta hurt IMO. As stated yesterday, this kind of stuff, it's more akin to Vegas than any "investing", IMO.
A 24 hour wipe-out. It just can't hold the bid support anymore on this PR stuff it appears. Just too much cheap share overhang and dilution and selling into any strength.
I also, just my opinion, don't think it's a coincidence that the price gets buried in a 2 week or so period, down to 1.5 cents, right in perfect timing preceding when Magna is gonna put the final ink on the toxic, convertible note deal and make BHRT publish it in an 8-K according to the filing text. Those deals take weeks or longer to put together, so they, Magna must know if it's about to finalize and they're gonna say yes to it, IMO.
That low pricing if one reads the deal, I believe (not 100% sure, it's a complicated document and I'm not any expert by any stretch) but it appears it sets their initial share price on the day it was published? It also sets the up-front shares they get as fees also I believe as the $150K fee for the credit line (9 MILLION shares minimum according to the 8-K filing). Too much weird "trading stuff" going on here IMO to just all be coincidental. 5 million shares yesterday or whatever it was, ran up like 50%, and now it just drops off the cliff on vol of maybe 700K shares so far? Makes no sense to me?
It's back solid, in the sub 2 cent category it appears- at least for now. We'll see I guess.
Grinding down to a halt now, sloooowing waaay down looks like.
Last trade was 10:29 Eastern, at .0186, for 50,000 shares (OTC site, level II, and I-HUB ticker above stated 10:29 Eastern), that's about a .0186 x 50K = $930 buck trade.
It's now 11:38 AM East Coast time. So it's passing a 45 minute gap now (15 min delay in quote), passing 45 minutes minimum w/o a single trade posting.
Bids dropped back to .0175, almost where it was just a few days ago before the big "PR" on "funding" and no buyer's are rushing in here.
Looks like running out of gas in the ole tank at this point. The "run" looks over IMO. At least for now.
"All speculation and negative bias."??
Well, those are all actual numbers taken from the company's own 10-K and 10-Q filings? Actual historic accounting entries made by BHRT, and/or their professional auditor(s) and signed off by their own CEO each time. Those numbers/accounting entries are supposed to be a 100% accurate account and representation of the company's finances and financial history.
When I learned basic mathematics, then later a great deal of advanced mathematics and then physics, etc and then even some accounting, one thing taught as a "fundamental" truth- is that math and numbers are specifically used because they have no inherent "bias" or ability to contain "biases" or contain "speculation", unless they are specifically stated to be "estimates", in which case, then "speculation" can be present.
But using PAST TENSE, already filed 10-K's and 10-Q's published by BHRT itself, etc means those documents and numbers should be "bias" and "speculation" free, IMO?
Any other numbers to present from the company's SEC filings or similar to show where there are errors or anything incorrect would be greatly appreciated.
Good luck to ya.
Down 9% early, that sure didn't last long I guess?
Spread was just back to beyond Grand Canyon wide with bid at .0185 and ask at .0205. Wow. 10% or more?
Volume dropped way off from yesterday already. Looks like maybe PR party is over at this point? Never even made it back to hold the 50 DMA, let alone the higher 200 DMA which is now at .026. So it's still in a very weak, technical downtrend at this point, and now sitting back under the ole 2 cent marker.
PR after PR, now "funding" can't even seem to budge the needle much anymore? All that good news, but there appears to be just too much dilution, use of convertible debt and cheap share overhang to overcome with buyers IMO.
Dilution really has consequences in the long run IMO (they doubled their O/S shares in just the past 1 yr alone, over 200 million shares issued out)- Now needing to overcome 10's and 10's of low priced shares handed out will take a tremendous amount of buying pressure to overcome the way I see it. It's been seen so many times IMO, in companies who use convertible debt and also hand out shares by the truck load full and dilute, dilute, dilute.
Looks like it might already be slowing way down here- gonna maybe start to get some flat-lining, just sitting parked again w/ little or no trades posting perhaps.
How exactly is this gonna reach the "price targets" being given which range from an immediate .40 cents to $1 (it's under 2 cents as of this moment, so just .40 cents to $1 would require a 20 fold to 50 fold price increase?) to then $5 to yes $TEN dollars a share? Can't figure that out to save my life? How would that actually "work"? How?
"monthly cash burn is about $100K that's $1.2 million per year."
It's already going to be a lot more than that- just from the recent base salary increases and the $800K in bonuses, handed out to two people. Just the bonuses alone will consume cash of $800K/12 = $66K MORE per month needed right there.
So, at a minimum they're now at $166K a month X 12 = essentially $2 MILLION annual. So they're still gonna be running cash deficits (aka needing convertible notes like Asher or Magna to survive going forward).
Further, that current cash use has been skewed hugely to the low side because the R&D expense line has been slashed to almost zero, now only spending about $5K lousy a month on what would be "trials" or R&D for what's supposed to be a "medical RESEARCH and DEVELOPMENT" company.
That R&D line huge spending reduction cut $300K in cash use just in the 6 month period, yr over yr from 2013, which in 2013 they weren't even spending much on R&D and "trials" to begin with- not any amount close to running any FDA quality/level phase II/III trials, that's for certain from reading their SEC filings.
The INSTANT they'd need to spend, spend realistic amounts to run an actual FDA quality and level phase II/III level trial, singular, not event he multiple "trial(s)" being spoken about, that R&D spending entry on the expense line would explode upward, making their cash use/needs shoot through the roof, and they'd be running huge cash deficits, whether or not this $3 million, spread over 24 months, and only a line that can be "tapped" from "time to time" is in place or not.
See latest 10-Q filing, PAGE 5: (for 6 months ended June 30 2013, 2014)
R&D spending period ending 2013 was $336,381
R&D spending period ending 2013 was $25,335
That $300K cut in R&D is what's making cash use in 2014 look artificially LOW so far.
Want to see what R&D spending was like when actual "trials" were taking place? Go look at a 10-K from like 2009:
10-K filing, year ended 2010, PAGE F-4, expenses:
Research and development $1,467,078
Almost $1.5 MILLION a yr was spent on R&D in 2010, now it's tracking to be about $60K total, for 2014. That's why cash use is artificially low so far in 2014, as they're not really "doing anything" as in running actual "trials" or doing any medical "research" per say.
Want to see what REAL R&D cost them when they really ran the MARVEL and REGEN and other trials up to reaching 2010 (from Aug 12, 1999 to the 2010, end of yr 10-K filing), to get them through phase I and II FDA quality trials and they had actual "staff" and employees and so forth? Look at same 2010, 10-K filing:
2010, 10-K filing, PAGE F-4, accumulated R&D expenses since 1999:
Research and development $63,825,651
Yep, they'd spent $63 MILLION dollars on R&D from 1999 to end of 2010 to "try" and get their products through FDA approval, and still had not been able to come close to an actual approval or marketable product. That means they were spending about $6 MILLION A YEAR on "trials" and product development back then, a much more "typical" and "industry normal" number for an FDA product "trial" company. What's gonna get them back to those kind of R&D spending numbers, to complete even a single phase III trial, which is far more expensive than any phase I/II trials they ran in that period from 1999 to 2010? What? How?
But we're now to believe that maybe a $100K a month or whatever, spread over 24 months is gonna get um an FDA approved product, through a phase III and all through FDA review and the mountains of regulatory hurdles one must cross to actually put a product to market, even after FDA approval (thee single most expensive and largest trial a firm can run/conduct, the phase III)? That'd be one heck of a hat-trick if ever pulled off, IMHO. It would be beyond amazing IMO.
"It sounds like the $300k"??
What $300K? The most BHRT will get on the highly dilutive, toxic convertible "note" from Magna is $205K? Where is $300K coming from?
The Magna convertible note is horrible terms IMO, it's only for about $206K dollars (less fees to Magna) to BHRT, but BHRT may owe Magna back as much as "up to" the $307K face value on the note if BHRT fails to meet numerous terms outlined in the note. It's at 12% interest, has a 55% share discount and also has "up to" $30K of attorney costs and "fees" built in, meaning BHRT probably only nets about $175K on it, when all said and done.
The 24 month Magna "credit line" is costing over $150K on the front-end to BHRT, at least 9 MILLION instant dilutive and free trading common shares, up to 15 MILLION shares that will be priced cheap to Magna (again, read entire 8-K filing)
http://investorshub.advfn.com/boards/post_reply.aspx?message_id=107598669
Notice- it has a "purchase price" of $205K, that's the most cash BHRT gets from it. But it has a "face value" of $307.5K, the amount BHRT may owe back to Magna. It's incredibly "stiff" in its terms. Why anyone would sign on to a note like this, unless incredibly desperate for cash, is beyond me? It's beyond payday-loan "stiff" in its terms IMO.
The "credit line" part from Magna will take time to put in place as it must have a share registration filed and completed, posted, etc and it's not as if they get a big chunk of money all at home time from it (as many are incorrectly implying)?
It's got "draw down" limitations in it, it takes time to make each "draw", thus money will only come in spurts- w/ a MAXIMUM of "up to" $1.5 million per yr, over 24 months. They had this exact same type of "credit line facility" with Greystone, it just ended earlier this yr. They tapped that "credit line" many times- it didn't make any difference.
The Magna toxic convertible "note" direct from 8-K filing:
"with an initial principal amount of $307,500 (the “Convertible Note”) for a purchase price of $205,000 (an approximately 33.33% original issue discount). Pursuant to the Purchase Agreement, on the Closing Date, the Company issued the Convertible Note to Magna.
$40,000 of the outstanding principal amount of the Convertible Note (together with any accrued and unpaid interest with respect to such portion of the principal amount) shall be automatically extinguished (without any cash payment by the Company) if (i) the Company has properly filed a registration statement with the Securities and Exchange Commission (“SEC”) on or prior to the Filing Deadline (defined below) covering the resale by Magna of all of the shares of Common Stock issued or issuable upon conversion of the Convertible Note and (ii) no event of default or an event that with the passage of time or giving of notice would constitute an event of default has occurred on or prior to such date. Moreover, $62,500 of the outstanding principal amount of the Convertible Note (together with any accrued and unpaid interest with respect to such portion of the principal amount) shall be automatically extinguished (without any cash payment by the Company) if (i) the Company has filed a registration statement with the SEC that has been declared effective by the SEC on or prior to the Effectiveness Deadline (defined below) and the prospectus contained therein is available for use by Magna for the resale by Magna of all of the shares of Common Stock issued or issuable upon conversion of the Convertible Note and (ii) no event of default or an event that with the passage of time or giving of notice would constitute an event of default has occurred on or prior to such date.
The Convertible Note matures on August 7, 2015 and, in addition to the approximately 33.33% original issue discount, accrues interest at the rate of 12% per annum. The Convertible Note is convertible at any time, in whole or in part, at Magna’s option into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a fixed conversion price of $0.01035 per share (subject to adjustment). This conversion price represents a discount of approximately 55% from the lowest trading price of the Common Stock during the five trading days prior to the Closing Date. If the Company has not properly filed a registration statement with the SEC on or prior to the date that is 70 calendar days after the Closing Date covering the resale by Magna of all of the shares of Common Stock issued or issuable upon conversion of the Convertible Note, then, from and after such date, the Convertible Note"
"The Purchase Agreement contains customary representations, warranties and covenants by, among and for the benefit of the parties. The Company also agreed to pay up to $30,000 of reasonable attorneys’ fees and expenses"
Yeah, almost 25% LOSS from AM peak is not bad for a one day trade. Wonder who's stuck holding at .0248 now?
It couldn't even reach or hold the 50 DMA, and not even near the 200 DMA. Looks like it ran out of gas and buyers here. Weak close, only the wide spread and a few tiny, end of day trades to "paint the tape" put it above 2 cents.
Doubt it's gonna hold up for long above the 2 cent range again. Magna hasn't even come on scene yet with their piles of cheap, dilutive shares. That's gonna be when one can see where this will really go, IMO.
We'll see I guess.
"But it did trade at $0.43 a share on 11/25/1996"
NO and wrong. Here is from Yahoo itself, you can look up any historical price on any stock going back as far as records are kept.
The price of Yahoo on 11/25/1996 was Open $17.63 per share. High of day $19.25 and low of day $17.38 and close of day $19.13 on volume of 6,734,400 shares traded.
NOTICE: On RIGHT HAND SIDE OF TABLE, the column labeled, "Adjusted close" and "*", that is the STOCK SPLIT ADJUSTED PRICE. Yahoo has split over 5 times since 1996 because it's market cap and value has GONE UP TREMENDOUSLY. Thus if one looks backward, on a chart that DOES NOT ADJUST FOR SPLITS, the price would appear as .80 cents. One has to UNDERSTAND what stock splits mean and so forth.
The legend at the bottom of the table, for that right hand column says the following:
* Close price adjusted for dividends and splits.
Again, Yahoo has never, ever, ever traded as a penny stock or even remotely close to under $1. About $8.50 a share is the lowest it ever traded in 2001 after the dot com bust, but it still had about an $8 BILLION MARKET CAP on that day. Yahoo has always been listed on the NASDAQ from the day it went public in 1996, and has NEVER been an OTC stock, not for so much as 1 second.
Here it is, RIGHT OFF YAHOO ITSELF- FACTS on a table of historical prices: 11/25/96, closed at $19.13 a share. PERIOD.
AM buyer at .0248, now DOWN 30% in a few hours. OUCH, that's gotta hurt. Holy cow.
This might close down below .02 IMO. Looking real weak here- stalling out with 30 to 45 minute lapses now between trades and opening the spread wide to try and prop it up.
In this area, it's not even close to back to holding the 50 DMA, let alone the 200 DMA.
Looks like a fast-trader, hit n run, PR hype type run up IMO and sell off perhaps. No follow through maybe. Real weak right in here now.
Stalled out now, spread now opened up to 10%. Looks like they're gonna try and hold it up, but the bid is dropped and it's 30 plus minutes now since last trade (11:16 AM Eastern looks like).
Party kinda coming to a halt, or at least the guests are taking a big breather looks like.
Ran like crazy, now back to the parking lot. It's Noon straight up on East Coast, don't know if that matters maybe?
But when vol drops off sharp and spread goes wide, like 10%, then it's looking a bit tuckered out probably. Notice on those rapid moves, the spread tightens way down, they trade it more like a listed stock- the buy's and sells match almost instantly on a much more "normalized" spread.
Question now, where does it go from here. Was it a one timer event, or is a trend gonna start to move? It's parked, bumping right up against that 50 DMA. Interesting. The fast traders came in today big time IMO, no doubt. Are they gonna stick around or bail out?
Uh, just posted finally: 11:59 Eastern, so about 45 minutes between trades, sloooowed way down- and it dropped on the Ask/fill to .021 now and the bid dropped to .0206. Running out of gas or the lunch time breather?
"Great article on BHRT "
Except that a large part of it is just wrong, incorrect, full of incorrect financial and other information, plain old made up information, etc.
The guy is a "blogger" who's promoting for his own position in the stock and his own web site he touts. It's not like it's in the Wall Street Journal or a credible financial journalistic source or something.
The guy opens w/o even getting the history of Yahoo's stock price at IPO even remotely correct, something that can be verified from about 100 different sources on the net in about 2 second, from every major financial paper and sources like the Wall Street Journal to CNBC, etc. It was only one of the biggest IPO's in financial market history at the time, so it's not tough to get the facts straight on it. The blog "article" pretty much goes down hill from there.
It's a blog "article" on a penny promotion site where the writer boasts of holding a large position in this particular stock, is it "great"? Don't know about that. More like a fiction piece IMO.
"Yahoo! Finance Share Structure:"
Actually it's a lot more shares than that- that's 3 month old data and also not fully diluted (all shares needed to cover convertible debt, options handed out, warrants, etc)
From last 10-Q, end June 30th, PAGE 9:
" six months ended June 30, 2014. Fully diluted shares outstanding were 588,670,163 and 290,900,920 for the three months ended June 30, 2014 and 2013, respectively"
Notice the massive dilution, they essentially doubled the outstanding shares in about a 1 yr period.
And 3 months have past, and they dilute constantly, so it's gonna be a much bigger number than that 588 million now on this next 10-Q, due out in a few weeks.
And there it goes: 558K shares just sold on level II at .0194
Magna hasn't even got one dilution share in their hands yet but will have 10 MILLION or more arriving from the fees portion alone on the two deals and they'll be cheap priced shares (many at 1 cent), and BHRT hasn't even got one dime in their bank account yet, not even from the toxic, convertible note part that comes first from Magna.
This is more like a casino in Vegas IMO, than an investment. Which is great if one likes gamble-trading, it's totally cool if that's the gig. Just wait though till Magna gets it's shares in hand and the deals are actually dry and in place, the ride will get even wilder and faster, that's my opinion.
This isn't even back at the 200 DMA yet and it's already showing selling into the AM strength. Just a PR hype run-up IMO. Those never end well for whoever buys the tops and it's moving real fast, so trying to get in and out can be brutal.
Looking at the level II, the average size buy order that they're running this on, is maybe $300 to $500 bucks ea, a few maybe $1K or maybe $1,500 tops. It only took 30 or 40 tiny buys of maybe $500 a piece and they opened it and ran it up 30% or more. Basically back to where it was only a few weeks back.
Patience IMO, this won't end well for those chasing it here. Let the dust settle IMO.
The 50 DMA is still under the 200 DMA which is a technical weakness, 50 DMA is .023 and 200 DMA is .026, until it breaks well above those and holds on volume for days, it's not even back into any strength yet.
"Strongly disagree!"???
Disagree with what? THE REALITY OF SIMPLE FACTS? How does one disagree with HISTORICAL FACTS? There are multiple links, including to the WALL STREET JOURNAL 1996 showing that in 1996, Yahoo had one of the then, most successful IPO's in history up to that point in time, from an initial pricing of $13 a share, to closing at $34 a share with a peak on IPO day of $45 a share. It began as and always has been a NASDAQ LISTED STOCK. PERIOD. END OF STORY. Not even debatable.
SITE ANY SOURCE that shows Yahoo ever traded as an OTC stock or had a penny per price share. Find one single source.
FACTS are what they are- they can't just be made up by some "blogger" or whatever to re-write history.
"I really like this line of BHRT's $3,000,000 agreement:
"The Investor has agreed that during the term of the Purchase Agreement, neither the Investor nor any of its affiliates will, directly or indirectly, engage in any short sales involving the Company’s securities..." "
Yeah, sounds good- but reality? I'd look up Magna/Hanover and read up. I-HUB for instance has several threads dedicated to companies who ended up using these guys. I did an extensive web search last night on "Magna Equity line" or "Magna enhanced line" or "Magna Hanover convertible" and similar search terms, whatever they call their "credit line" or use of their convertible debt deals and program. It's a stunner the results- like a grave yard of penny-ville, IMO. I think I only found one, maybe two companies that didn't end with two zeros after the decimal point. And I looked up each chart and checked the share price from the date each company inked a Magna/Hanover deal, and then looked at the rapid decline from nearly that exact point in time.
Maybe it'll be different this time, who knows? But Magna's reputation is known pretty much as a share price killer, IMO. Based on some simple web research.
One poster earlier here- he called um "murderers of share price?" (his words) something like that and gave an example of a company that used them.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=107532600
Their reputation from all I found is they are ruthless, even up along side ASHER and similar. That's what I found. (I found these names for example, all used their "enhanced equity line" program for $3 million or $5 million, even a $10 million over 36 month deal, each read almost exactly like this BHRT $3 mil over 24 month "line": AAPH, TAUG, TUNG, PVTA, SNWR, SANP, FreeSEas, and CERPQ (Q on end means BK now) who's suing Magna now for crushing um to dirt supposedly (I found more, that's a short list, as stated, many I-hub threads have much more too).
Here's just one link from my search, as an example- reads exactly like the recent BHRT PR IMO. Then look at what happened to this particular companies price and value in the following 6 plus months from the date they signed on with Magna (March 25, 2013: about 10 cents a share to now essentially zero, took about 12 months, for one example).
http://www.americanpetrohunter.com/news/news.aspx?nrnum=416
Here's one more, these guy's got a $7.5 million "equity enhanced Magna "credit line" over 36 month deal, almost exact described terms as this BRHT deal. .10, .15 cents a share a yr or so ago, now essentially zero.
http://finance.yahoo.com/q;_ylt=At9tnGtfFz8_pmVT2HVx0Cwnv7gF?uhb=uhb2&fr=uh3_finance_vert_gs&type=2button&s=snwr
http://www.marketwired.com/press-release/sanwire-corporation-signs-7500000-equity-financing-agreement-with-institutional-investor-otcqb-snwr-1827177.htm
It didn't take much searching and it wasn't pretty what I found from my due diligence. That's my opinion- they, this Magna/Hanover are ruthless from what I found and I don't think a coincidence IMO that they first inked a convertible debt deal w/ BHRT before they then do the "enhanced equity line" whatever they call it, "draw down" credit line super duper program.
http://www.ripoffreport.com/r/Magna-Group-Hanover-Holdings-Jousha-sason/new-york-New-York-10004/Magna-Group-Hanover-Holdings-Jousha-sason-Fraud-Litigation-Breach-of-Contract-Scam-1109563
Do one's own due diligence, I just found this info from my own research, it's my opinion and just cut n paste of what I personally found, nothing more.
YAHOO was never, ever, ever a penny stock or traded for .43 cents or on the OTC. NEVER. One can't look at a chart w/o an understanding of how STOCK SPLITS WORK. The past price on a long term chart, for a company that has split many times, because it APPRECIATED RAPIDLY and INCREASED MASSIVELY IN MARKET cap, makes the past chart price appear lower. Not how it works.
Yahoo has always been a "listed" stock and only traded on the NASDAQ. Period. End of story.
http://news.cnet.com/2100-1033-209413.html
http://en.wikipedia.org/wiki/Timeline_of_Yahoo!
"April 12, 1996: Yahoo! has Initial public offering, closing at US$33.00—up 270 percent from the IPO price—after peaking at US$43.00 for the day.[2][4]"
http://online.wsj.com/article/0,,SB849504268462964500,00.html
From the WALL STREET JOURNAL, 1996:
"By JOAN E. RIGDON | Staff Reporter of THE WALL STREET JOURNAL
Yahoo! Inc.'s initial public offering scored an impressive 154% gain. But if history -- and business fundamentals -- are any guide, its stock may rapidly cool.
The highly touted Internet search service had priced its shares at $13 each on Thursday. Friday, it opened on the Nasdaq Stock Market at $24.50 a share and roared to $43 before retreating somewhat and closing at $33.
When it was over, the company that was just a graduate-school project a little more than a year ago had a market capitalization of $848 million, about one-third of the market cap of technology giant Silicon Graphics Inc.
Yahoo, founded in March 1995, had revenue of $1.4 million for the nine months ended Dec. 31. It had a loss of $634,000, or three cents a share, for the period.
In IPO history, Yahoo's first-day run stands behind only the rocket rides of Secure Computing Corp. last year (up 247%) andHome Shopping Network Inc. a decade ago(165%), according to Securities Data Co. of Newark, N.J. The previous No. 3 was Boston Chicken Inc., which surged 142% when it went public in 1993. Evenlast year's seemingly stratospheric Netscape Communications Corp. IPO was tepid by comparison, rising only 108% its first day out."
GOOGLE, an amazing tool to find FACTS.
"Investing in Bioheart, Inc. (ERRORS and QUESTIONS??) $$$$$MUSTREAD$$$$
RegMed companies are in fact the paradigm shift in healthcare and will literally reshape mankind as we know it by extending lives beyond 140 years of age. (There is NO PROOF that "regmed" or any other technology at this point in time is "extending" anyone's life span to 140 yrs, none. It's never happened.)
The Stem Cell investment sector is still under the radar as the digital age was in 1993. Before the World Wide Web saturated our world, YHOO traded at $0.43 a share in 1996 and three years later it traded at $105.00 a share. (WRONG, Yahoo NEVER traded as a penny stock, ever. It went public at $33 DOLLARS a share, peaking on IPO day at $43 DOLLARS a share, and has NEVER traded anywhere near being a penny or microcap stock, ever. Yahoo/s lowest historical share price was about $8.50 a share in 2001 w/ a market cap of about $8 BILLION then)
Ask yourself how much a company is worth that can heal a broken heart? $90 Billion? $500 Billion? A Trillion Dollars or more? (A TRILLION OR MORE? No company in U.S. HISTORY has yet to crack the $TRILLION dollar market cap- not Exxon-Mobile, not Google who's close, not Apple one of the most profitable and cash rich companies in world business history, not Microsoft, Not GE, NO ONE. Only 15 economies in the world had gross domestic product exceeding $1 trillion in 2012. . PURE FANTASY)
(companies heal broken hearts every minute of every day - heart surgery, stents, by-passes, etc. It's not new. There's no stem cell company ever proven to "heal" a "broken heart", it does not exist in any proven, trial completed safe, regulated form yet in the U.S.)
How much would you pay for a treatment that will regenerate your damaged heart and allow you to breath air for another 30 years of life? (There's no company yet to prove that they can "regenerate" a damaged heart and cause a person to breath air for another 30 years of life? NO WHERE, never has been proven or is in existence at this point in time. Pure fantasy. No major regulatory body such as the FDA says it exists, no medical insurance company recognizes and pays for it as a "treatment", etc) Stem Cell science is the medical technology that is here today and not just in a Star Trek movie that takes place in 2456. (Star Trek was a 100% made up, fantasy TV show- what does it have to do with anything? One's trying to claim that this stem cell, 1.5 cent stock is 400 plus yrs off into the future, operating out of a tiny, rented suite in Florida? Really?) Tens of thousands travel off-shore from the USA every year to secure these stem cell treatments due to the FDA being hooked on a platform of synthetic drugs and protocols established in the 1950’s. (Where is the documented proof that TENS OF THOUSANDS "travel off shore" for supposed "stem cell" so called "treatments"? What journal or govt research body or similar has documented this to be true? Where?) In the next 24 months (not 18 months, or 26 months or 47 months? How is it known this will occur in 24 months? What research, documentation shows this to be true and proven?) this will all change forever as Bioheart and other RegMed companies break through and achieve FDA validation of cellular treatments using our own cells to treat disease. Big Pharma will be turned upside on their cumulative heads and will be forced to pay hundreds of billions of dollars for this technology. (Who's "big pharma" and what proof is there they're gonna pay "hundreds of billions of dollars" for what "technology"? Where? Where and what is this mystery "technology" that does not exist yet today?)
Like the DotCom boom, NEXT BIG THING is Regenerative Medicine, are you ready?
Putting it all together – Bioheart, Inc. (OTCMKTS:BHRT) Is now the time for investment? Lets discuss the reasoning why your receiving this email. (what email, I didn't get an email??) On October 24, 2014 16:00 ET, after market close, a promising but financially restricted microcap (what's a "financially restricted microcap, what does that mean?)announced that it had closed on a $3,000.000.00 financing commitment from Magna LLC. ( www.magnallc.com ) That Company is Bioheart, Inc. (OTCMKTS:BHRT) Please review the SEC filing and take note that Magna is not receiving an extraordinary discount, only 7%! For those that follow stocks this discount means Magna feels strongly about the upside of Bioheart share appreciation.
(Magna, just prior to the "credit line" did a convertible, aka toxic note for a payment value of about $200K cash to BHRT, but BHRT may owe as much as $300K to Magna. It's at 12% interest and has a 55% discount on the shares, 1 CENT shares essentially. This is not new. Also, for the "credit line" BHRT is going to pay a minimum of about 9 MILLION share of dilution, as high as 15 MILLION shares just for the upfront fees to Magna. BHRT has had similar "credit lines" in the recent past- the Greystone line that just ended earlier this yr, a 24 month, "draw down" line for $1 million over 24 months, nothing "new" here)
http://www.sec.gov/Archives/edgar/data/1388319/000114544314001254/e61149_8k.htm
Picking the right time to invest is predicated upon spotting milestones that have surfaced in the past with other companies and being able to match those events with other public companies before the market puts 2 + 2 = INVESTMENT. (Basic math says that 2 + 2 = 4. I'm not aware of any new discoveries that have ever altered that fact?) Buying stock in break-out companies is similar to musical chairs we played as children, the less chairs available the more demand and furry to secure chairs/stock. (I've never seen or read a single expert commentary on investing from academia, govt such as the SEC or any source that says it's akin to kids playing musical chairs. This must be some newly invented theory? Any research backing it up?) This is why when thinly traded companies achieve awareness the share price explodes.
HISTORY DOES REPEAT ITSELF! Nuvilex, Inc.(OTCMKTS:NVLX) was Bioheart Inc so to speak in every way except in name in 12/2012 until it closed and received its first installment of a $3,500.000.00 share purchase agreement. Nuvilex was trading around $0.02 a share, it had an outstanding share balance of 552,000,000 shares and two months after the late December-2012 8K filing NVLX would go from $0.02 to a high of $0.59 a share 60 days after 1st receiving the initial installment! So why does this happen? Why do microcaps explode in value? (why do most, as in 95% or more of penny microcaps end in BK, bankruptcy? Those are the published facts from academia, the SEC and similar sources? Most microcaps only "explode" in the sense that they fail and go out of business entirely?) Here is some insight…. Right now BHRT is trading at a valuation of $9,000,000.00, (actually, as of close of market on Friday, BHRT has a market cap of $8.28 million) yet Bioheart’s sector rivals with similar clinical research and assets trade upwards of $80,000,000.00 on the low end in valuation. Please note that NVLX is trading over $179.64M valuation. Bioheart does not have free cash flow as these other companies do which would allow Bioheart to engage with investor relations companies. (what "investor relations companies"? What do "investor relations companies" have to do with creating successful, FDA approved products that get approved and then go to market, generate sales and thus profits? NEVER have heard of this business model before- that "investor relations companies" make large, profitable, successful companies? I know Microsoft before going public never used an "investor relations" company that I'm aware of? They just made great products that sold at high profit margins and produced profits and wealth? Who are these companies- any names available?) These I/R companies promote company stocks non-stop on social media as well as email campaigns, paid article submissions and numerous other channels of awareness. These I/R-services cost $40,000.00 per month on the low side and upwards of $100,000.00 or more! (Again, ANY NAMES and fee schedules of these companies and proof they charge supposedly $40 to $100K a month, name one or two? A single published market research paper or some credible source?) Based upon the financials
Bioheart has been dependent upon Broker-Dealers often referred to as “hard-money” to fulfill its monthly cash-burn requirements for several years also personal investment of its Insider-Mgt. which we will discuss further below. (What "broker-dealers" has BHRT been "dependent on? Who? BHRT has used lenders/investors, well known names on Wall St (Asher, Grey Stone, Daniel James) who provide convertible debt and other cash-for-share deals to companies in poor financial condition and thus high risk categories. This is nothing new. It's common practice and they're not known as "broker-dealers" they are known as lenders and financiers.) These brokers receive conversion discounts of 40-60% off the share price and as such have little or no reason to “Promote” (why should a lender/bank/finance company "promote" a company they lend to? That's not the business they're in? What bank "promotes" companies they lend money to? Specific examples would be great.) the company so as to ensure the BD’s are spending the least to garner the highest returns. If you have read Magnum’s share purchase agreement you will notice that Bioheart is only giving Magnum a 7% discount when it buys BHRT-common stock of which Magnum will take and sell into the open market. Why does this matter to you? Think about it, Magnum could never stay in business on a 7% margin of return in the micro-cap world.
(well for one thing, Magna is getting a $150K upfront fee (says in the 8-K as at least 9 MILLION shares of stock) plus another $25K in legal fees on the front-end. They have a lot more ways they make their money than just a share discount. They are not "stock promoters", they're lenders and a finance house)
To that end, Magnum will undoubtedly either hire its own Investor Services to promote Bioheart or Bioheart will do so internally? Either way this is a HUGE win for investors that buy in early before the inevitable upcoming spike valuation! More than Just the $$$’s –
(what proof is there that Magna (not MAGNUM) does stock promoting - that's probably illegal if they're acting as a lender and taking common stock, free trading shares of stock in return for cash? Not sure how that would work?)
Investing in the People- If you viewed only the Executive Management – Board of Directors at Bioheart you could easily assume you were reviewing the credentials of a Fortune 500 Company and not a microcap stock. (Really? I never got that impression? They have very avg credentials- educations, school names average at best, very little to no med/pharma FDA regulated company experience outside of BHRT, no FDA regulatory or pharma FDA regulated-product-to-market approval and success for the CEO and CSO that I'm aware of, nothing spectacular in my book, IMO?) You can review the Insiders here- http://www.bioheartinc.com/ please contemplate the questions I have asked below. How does a microcap such as Bioheart attract a Chairman of the Board of Dr. William P. Murphy Jr. caliber? http://en.wikipedia.org/wiki/William_P._Murphy_Jr. Dr. Murphy is responsible for inventions that are common place now in life sciences. His work has reshaped health care time and again over the past 7 decades. He is responsible for saving the lives of millions through creation of standard of care devices, including the first physiologic cardiac pacemaker – the widely used hollow fiber artificial kidney, the first disposable medical procedural trays, the first motor-driven angiographic injectors, first disposable catheters, and the modern blood transfusion bags to name just a few of his inventions and developments over the past 70 years.
So again, ask yourself, why has Dr. Murphy at the twilight of his life placed his exceptional good-name on a microcap biotech and invested several million dollars of his own personal fortune?
Why does Mike Tomas the CEO take all compensation in BHRT common stock? Does he see a future with a world where Bioheart’s cellular delivery products are 1st in class? http://www.bioheartinc.com/AboutUs/Management/MikeTom%c3%a1s
(there's NO PROOF that Tomas takes all compensation in common stock? Where? SEC filing and page numbers would be great. Latest 10-Q filing shows he gets and takes a cash base salary of $525K and is now to also get a $500K CASH bonus? Where does a 10-Q or similar say otherwise?)
How does Bioheart retain a renowned (renowned? She's not even an M.D. or Ph.D.? How many journal publications does she have under her own name? Not much that I'm aware of? Almost her entire career experience has been spent at Bioheart, she holds a B.S. and a masters in Chem. No Ph.D. even) Chief Science Officer like Kristin Comella? http://www.bioheartinc.com/AboutUs/Management/KristinComella
I am of the opinion that these incredible individuals have spied the future, a world where healthcare no longer comes from synthetic drugs. The personal and financial commitment by the insiders is a clear indication they feel strongly that Bioheart, Inc. (OTC-BHRT) stands poised to fundamentally transform treatment to those battling acute heart failure. I see the potential based upon previous instances of other companies in the RegMed sector for a possible drastic market cap valuation increase in value in BHRT in the coming months. (then why is the stock at 1.6 cents right now and at an $8.35 million market cap, cash poor and just did a toxic, convertible note deal w/ Magna, with a 55% share discount and 12% interest rate for about $200K in survival cash? Why is no high-end, venture capital firm, major pharma or bio-med partner or large, non dilutive investor stepping in to finance this supposed world class and apparently "miracle", supposed world changing group and technology? Why? The markets are swimming in investment cash right now from the bull market boom- one of the best times in history. Why only dilution financing and tiny amounts trickling in, on an on-going basis at that? It's takes $10's and $10's of millions to conduct even a single phase II/III FDA quality/level trial, BHRT does not and will not after the Magna credit line have anywhere near that cash/money, let alone be able to pay off their high debt levels? Why?) As always these are my opinions. Before investing please consult a licensed investment professional and consider all risks before investing.
Bioheart’s Corporate Health > Ticker Symbol of Bioheart, Inc. is BHRT Last trade $0.016 > Current liabilities down $3.6 million (27%) from beginning of year. Down 49% in 24 months from high of $13.6m (NO, it's not down 49%, the present debt is above $9 MILLION, which is not 49% of $13 million)> Working capital deficit improved by 28% from beginning of year > Revenue up by 2,369% comparing 2nd quarter 2014 to 2nd quarter 2013 > Revenue up by 3,670% comparing YTD 2014 to YTD 2013 > Net loss down 39.8% comparing 2nd quarter 2014 to 2nd quarter 2013 > Generated over $1m in revenues so far this year (NO, latest 10-Q shows about $800K in revenues with a cost of sales of about $200K for around $600K revenues after costs)-from $0 last year as compared to net loss of $1,269,231 YTD 2013 > Cash used in operating activities of $507K in YTD 2014 as compared to $1,095K in YTD 2013 (the cash use decline is primarily because R&D spending has gone to near ZERO and also some reduction in interest payments, that came at a huge cost of dilution to eliminate those past debts, 10's of millions of shares of dilution. The instant any actual, realistic R&D for "trials" were to take place, that cash use number will jump tremendously, it's been cut down by $300K just near term as they axed trial and actual "heart research" spending to less than $5K per month); down by 54% > Eliminated development stage reporting, no longer inception to date statements of operations or cash flows > At the next 10K the removal of “Going Concern Classification” will be removed (HOW can a amateur blogger, w/o help of illegal insider trading or other similar information know that the auditor's "going concern" is going to be removed, in a set of financials that does not exist yet, and won't exist for at least 3 more months, let alone undergo professional audit by a licensed CPA firm until then? How is that possible?)> Revenue creation; Just this year, opened clinics or signed partnerships with healthcare organizations in Australia (what PR or SEC documents shows them operating in Austrialia? Reference or link would be great), Honduras, South Africa, Colombia, Turkey, Azerbaijan and 2 new cities in Mexico > Initiated trials in several new indications including dry macular degeneration and erectile dysfunction > Completed ANGEL trial and 3, 6 and 12 month results overwhelmingly positive"
End of blog.
My own 2 cent opinions of course and questions about this blog, accuracy and validity of its statements and its claims. Do one's own due diligence as the above blog states. Always.
"Just saw this."
Yeah, pretty amazing picture of what a 70% to 80% decline in about 6 months looks like- from a PR hype run-up around March/April to a peak of .08 then a rapid collapse within days of greater than 50% to .035, then a run back to around .06, then a 6 month pretty steady decline to now about 1.5 cents.
Amazing. And that tremendous 6 month loss occurred despite a barrage of PR about "deals" in all these 2nd and 3rd world countries and most recently the big release of the Angel 12 month "update" big PR.
Hard to tell who's selling it off so hard, but that's quite an amazing looking chart and share price/market cap loss in just 6 months, despite all that PR and good news. Makes one wonder IMO. Very fascinating.
I guess maybe enormous amounts of common share dilution that BHRT does on a continual basis and use of a lot of convertible, toxic debt deals, like this most recent Magna $300K note, which really only brings in about $200K cash, and has a 12% interest rate and extremely discounted shares could cause a lot more of the same kind of decline? Magna is known on other I-HUB boards and similar discussion boards as a share price crusher (they're also known as Hanover and a few other affiliated names).
I-HUB has entire boards/threads dedicated to companies who used Magna/Hanover and then the stock share price was pretty rapidly crushed, in nearly all the cases I read (I actually went and looked at the chart for each company name mentioned)- some well put together discussion boards on here, I-HUB, IMO, about this topic of Magna and what they do.
So who knows, should be very interesting IMO.
"but god do those guys look like they love money."
Well, I'd have to say the SEC filing numbers support that viewpoint IMO.
For a cash poor, debt riddled company with auditor "going concern warnings" (they finished last qtr with about $90K in the bank, grand total cash and took another large loss from operations)- but managed to hand out very large percentage base salary increases and $800K in cash bonuses to just two people, while their R&D spending is running about $5K lousy dollars per month (see last 10-Q filing)- yeah, the money and perks sure seem to flow to the same place all the time IMO too.
Not too hard to figure out IMO. It's right there in the documents. Major trials can't advance for years for "lack of funding" but just base salary and now "cash bonuses" for two people, in a company with a grand total of 4 people plus 1 part timer (last 10-Q stated that)- just those two are consuming:
$525K base + $500K bonus = $1,025,000 and
$250K base + $300K bonus = $550,000
Totaling $1,575,000 per yr for just two people- yeah, I'd say that's not a bad gig and not bad living IMO. Especially when the common shares are continuously being diluted like water (over 200 million shares diluted in 1 yr, and a doubling or more of shares O/S in 1 yr), the ROI to the common shareholders is non existent- a 98% or greater loss since the IPO and about a 95% loss or more for this CEO since he took over in 2010 (.50 cents or more per share when he took over to a recent 1.5 cents, with a low of .0063, 6/10ths of 1 CENT, Dec 2013)- yeah, it's a good deal for sure IMO.
From the linked external blog about BHRT:
> Generated over $1m in revenues so far this year-from $0 last year as compared to net loss of $1,269,231 YTD 2013
Huh?? Is this for BHRT or some other company? Latest 10-Q filing, page 5:
Top line revenue to date $819,606- $201,565 (cost of sales) = $618,041
Over $1m?? How, where? Also, net loss from operations, most recent 10-Q, end of June 2014 was (1,078,971), over $1 MILLION dollars, making that "blog" statement 100% FALSE and untrue also.
Current liabilities down $3.6 million (27%) from beginning of year. Down 49% in 24 months from high of $13.6m -
Huh? Where? When? From latest 10-Q filing, end Q-2, period ending June 30th, 2014:
CURRENT LIABILITIES, Page 4: $9,759,137
That's not a 49% reduction from $13.6 million? Not even close- totally false statement.
> At the next 10K the removal of “Going Concern Classification” will be removed???
HOW would one, other than the auditors themselves know this? Further, the 10-Q's are unaudited, they don't even hire and have their ANNUAL audit until their end of year 10-K filing, who's results won't be posted until at least early 2015. And I don't see a single thing that's gonna change the cash liquidity problem to debt enough to erase the going concern issues? How would a "blogger" possibly know this to be true at this point? This would be insider information?
I guess if it's a "blog" it doesn't matter if it's even remotely true or accurate? Cause there are major errors and false statements- that's just a few being pointed out above, there's many more (for example, the blog opens by stating Yahoo traded at .43 cents a share- totally, 100% false. Never happened. Yahoo went public at $33 a share, with a peak of $43 a share on its IPO day, April 12, 1996. It was never, ever a penny stock, not even remotely close. Totally another 100% false statement in this "blog". A error of gross proportions). I guess "bloggers" sorta just make it all up as they go along?
Why Northstar exists and isn't just gonna walk away from their preferred shares and give up their forebearance agreement, etc IMO.
One has to understand who/what Northstar is and why they hold 20 MILLION preferred shares, each of which has 25 votes, voting power per common share, giving Northstar 500 million votes, aka total vote control over the company. Why they were given a lien on pretty much everything BHRT owns, could own, might invent, market, etc. Why?
Because Northstar was formed when a key BHRT loan went into default, like potentially putting BHRT in BK type default. Read the history of the SEC filings. In return for bailing BHRT out of that situation, Northstar was formed and stepped in as "guarantors" of the defaulted loan. Meaning these members of the LLC (BOD members Hart, Ahn, Murphy and some mystery "guarantors) they had to put up some kind of collateral to the bank holding/calling the defaulted loan- most likely they might of pledged their homes, or business assets they personally own, maybe had to put some cash in an escrow type account that the loan company/bank still sits on, etc. It's their, Northstar's skin in the game now. NO WAY IMO, the walk away from their guarantee- which is those preferred shares and lien and all- until 100% of the underlying loan they're guaranteeing is cleared up and paid in full, etc.
http://www.bizjournals.com/southflorida/stories/2010/07/26/daily1.html
Bioheart defaults on the B of A loan in 2010 which starts the ball rolling that eventually ends up in Northstar.
The also existing Bluecrest loan goes into deep trouble, default (aka BK potentially) around the same time period- and is secured by the intellectual property and assets of BHRT
http://www.bizjournals.com/southflorida/stories/2009/04/06/daily54.html
From 10-K filing 2010, page 34:
"In March of 2009, the former Chairman of the Board and his former spouse paid directly to Bank of America the $3 million that he had been guaranteeing, thus reducing Bioheart’s obligation to Bank of America to $2 million plus interest. In March 2009, these individuals repaid $3.0 million of principal and a pro rata portion of accrued interest on behalf of the Company. The Company now owes this $3.0 million to the Company's former Chairman and his former spouse. This liability is reflected on the Company’s consolidated balance sheet on a separate line titled “Subordinated related party loan.” This amount will also accrue interest at an annual rate of the prime rate plus 5.0%.
In March of 2010, one of the Guarantors paid directly to Bank of America the $672,000 of the loan that he had been guaranteeing, and a pro rata portion of accrued interest on behalf of the Company. That Guarantor agreed to accept from the Company the equivalent of his payment to Bank of America in restricted common stock and warrants. With his acceptance of the restricted common stock and warrants, the former Guarantor owns 8% of the Company.
Thus, the outstanding obligation to Bank of America was reduced to $1.3 million plus interest.
In addition to the limitations imposed on our operational flexibility by the BlueCrest Loan as described above, the BlueCrest Loan, our obligations to the Guarantors, and any other indebtedness incurred by us could have significant additional negative consequences, including, without limitation:"
So BHRT is in deep, deep financial trouble clear back at that point, multiple loans going in default, etc.
The B of A loan is partially paid by insiders and the mystery "guarantor" it appears and then gets refied eventually into today's $980K "Seaside Bank Loan" on which BHRT has never made a single principal payment- it appears only interest is paid, by Northstar it appears (not sure) and the loan balance so far is never paid down, not by one penny.
Around 2011, Northstar is formed and the Bluecrest loan, in default is "assigned" to them.
http://biz.yahoo.com/e/120404/bhrt8-k.html
http://www.bizjournals.com/southflorida/stories/2009/01/12/daily50.html?page=all
BK possible Bluecrest loan
Meaning they put up collateral and personal guarantees for it- and thus in turn demanded preferred shares, a lien, etc. They're now on the hook for that debt. BHRT could go BK, belly up tomorrow, and from the way the documents read, Northstar and those members would be personally on the hook still for a lot of debt.
2011, 10-K filing, page 24:
"We have a substantial amount of debt and may incur substantial additional debt, which could adversely affect our ability to pursue certain business objectives, obtain financing in the future and/or react to changes in our business.
As of December 31, 2011, we had an aggregate of $5.8 million in principal amount of outstanding indebtedness, excluding accounts payable and accruals. This amount includes approximately $712,000 outstanding pursuant to a loan and security agreement formerly held by BlueCrest Venture Master Fund Limited (and now held by NorthStar Biotech Group, LLC, or Northstar, which is owned in part by certain of our existing directors and shareholders, including Dr. William P. Murphy Jr., Dr. Samuel Ahn and Charles Hart), approximately $980,000 outstanding pursuant to a Loan Agreement with Seaside National Bank, and approximately $1.5 million outstanding to the Guarantors in respect of payments made by them on our behalf in connection with our original loan with Bank of America.
The Loan and Security Agreement relating to the Northstar loan contains various provisions that restrict our operating flexibility. Pursuant to the agreement, we may not, among other things:
·
incur additional indebtedness, except for certain permitted indebtedness (generally, accounts payable incurred in the ordinary course of business, leases of equipment or property incurred in the ordinary course of business not to exceed, in the aggregate, $250,000, any unsecured debt less than $20,000 or any debt not secured by the collateral pledged to Northstar that is subordinated to the rights of Northstar pursuant to a subordination agreement satisfactory to Northstar in its sole discretion);
·
make any principal, interest or other payments arising under or in connection with our loan from Seaside National Bank or any other debt subordinate to Northstar loan;
·
incur additional liens on any of our assets, including any liens on our intellectual property, except for certain permitted liens including but not limited to non-exclusive licenses or sub-licenses of our intellectual property in the ordinary course of business and licenses or sub-licenses of intellectual property in connection with joint ventures and corporate collaborations (provided that any proceeds from such licenses be used to pay down the Northstar loan);
·
voluntarily prepay any debt prior to maturity, except for accounts payable incurred in the ordinary course of business, leases of equipment or property incurred in the ordinary course of business not to exceed, in the aggregate, $250,000 and any unsecured debt less than $20,000;
·
convey, sell, transfer or otherwise dispose of property, except for sales of inventory in the ordinary course of business, sales of obsolete or unneeded equipment and transfers or our intellectual property related to product candidates other than MyoCell or MyoCell SDF-1 to a currently operating or newly formed wholly owned subsidiary;
·
merge with or acquire any other entity if we would not be the surviving person following such transaction;
·
pay dividends (other than stock dividends) to our shareholders;
·
redeem any outstanding shares of our common stock or any outstanding options or warrants to purchase shares of our common stock except in connection with a share repurchase pursuant to which we offer to pay our then existing shareholders not more than $250,000;
·
enter into transactions with affiliates other than on arms-length terms; and
·
make any change in any of our business objectives, purposes and operations which has or could be reasonably expected to have a material adverse effect on our business.
These provisions could have important consequences for us, including (i) making it more difficult for us to obtain additional debt financing from another lender, or obtain new debt financing on terms favorable to us, because such new lender will have to be willing to be subordinate to Northstar, (ii) causing us to use a portion of our available cash for debt repayment and service rather than other perceived needs and/or (iii) impacting our ability to take advantage of significant, perceived business opportunities. Our failure to timely repay our obligations under the Northstar loan or meet the covenants set forth in the Loan and Security Agreement could give rise to a default under the agreement. In the event of an uncured default, the agreement provides that all amounts owed to Northstar are immediately due and payable and that Northstar has the right to enforce its security interest in the assets securing the Northstar loan. In such event, Northstar could take possession of any or all of our assets in which they hold a security interest, and dispose of those assets to the extent necessary to pay off our debts, which would materially harm our business. On March 30, 2012, we entered into an extension and waiver with Northstar pursuant to which Northstar agreed to extend until May 1, 2012 the due date for any and all principal and interest payments that were due and payable with respect to the Northstar loan on March 1, 2012 and to waive any and all defaults and/or events of default with respect to such payments.
In addition to the limitations imposed on our operational flexibility by the Northstar loan as described above, the Northstar loan, the Seaside National Bank loan, our obligations to the Guarantors, and any other indebtedness incurred by us could have significant additional negative consequences, including, without limitation:
·
requiring the dedication of a portion of our available cash to service our indebtedness, thereby reducing the amount of our cash available for other purposes, including funding our research and development programs and other capital expenditures;
·
increasing our vulnerability to general adverse economic and industry conditions;
·
limiting our ability to obtain additional financing;
·
limiting our ability to react to changes in technology or our business; and
·
placing us at a possible competitive disadvantage to less leveraged competitors."
So now get to last 10-Q filing, Q-2, 2014- and how much is BHRT still involved with Northstar and what loan amounts are still involved- that IMO would need to be paid off IN FULL IMO, before you ever see Northstar just give up their security in those preferred shares and other provisions?
Latest 10-Q:
1) Hunton & Williams Notes
At June 30, 2014 and December 31, 2013, the Company has two outstanding notes payable with interest at 8% per annum due at maturity. The two notes, $61,150 and $323,822 are payable in one balloon payment upon the date the Noteholder provides written demand, however the Company is not obligated to make payments until the Northstar (or successor) Loan is paid off.
2)Northstar "personal" loans still owed:
"On April 2, 2014, the Company issued 274,681 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,635 due April 1, 2014 per the forbearance agreement.
As of June 30, 2014 and December 31, 2013, the principle of this note was $362,000.
3) Amounts payable to the Guarantors of the Company’s loan agreement with Bank of America and Seaside Bank, including fees and interest
$1,454,772 (I believe this is Northstar or else the "mystery" guarantors?)
4)Seaside Bank note payable. $980,000 That's the one that Northstar is "on the hook" for I believe, as personally guaranteeing it- so IMO, until it's gone, paid in full, plus the personal loans, interest, etc to Northstar members, NO WAY they walk away from preferred shares or liens and forebearance protections. That's my opinon.
So, BHRT would have to pay off what looks like maybe at least $2 MILLION or so in debt, before Northstars gonna walk away free and clear and release their security that keeps um from getting shafted if the company went belly up or anything? That's my read on it.
That's sorta my best take on a long, convoluted story of financial deep troubles at Bioheart- but the key is that Northstar is personally on the hook, IMO, from all one can read- and NO WAY, again IMO, do they risk that they'd get stuck holding the bag. So unless "financing" can produce the kind of money to pay off a few $million in these debts, I don't see Northstar vanishing at this point. Let alone how they'd be "funding trials" when they still can't even pay off all this debts, loans to Northstar, recent loans continually given by Northstar and insiders, the $980K to Seaside (that's almost $1 MILLION right there),etc
Basically Northstar stepped in like Mom and Dad and co-signed, guaranteed the car loan or the student debt loan analogy- if the kid fails, or bails or whatever, Mom and Dad are STILL ON THE HOOK, PERSONALLY FOR THE DEBT(S).
So IMO, any "financing" would have to be enough to pay off all the loan(s) of which Northstar is acting as guarantor and is owed, before you ever see Northstar and their preferred shares step out of the picture. And, Northstar put up a large loan of their own money to pay off a portion of that defaulted loan- and that's still being paid back to them too w/ interest. (SEE SEC filings). So all that debt first has to be paid, then Northstar would have to be "released" from being on the hook as the guarantors of the larger, underlying loan (at least $980K Seaside that I can figure)- before they ever give up their stake and hold on preferred shares, their only guarantee that puts them in essentially "first position" to get paid back and get out from under holding the bag as the guarantor on a huge loan, that to date, BHRT has made no payments on, for years now.
"Hasn't happened yet but stated it will in that document upon consummation of financing."
Actually it says "consummation of a financing". That statement essentially means nothing IMO, as it does not define in any way, shape or form what "of a financing" is or means. BHRT does "financing" deals all the time- near continuously, on-going for survival cash. ASHER, Daniel James, Third Man, all the time- mostly using convertible, toxic debt deals. They take "notes" and "loans" all the time from insiders and Northstar- read any SEC filing, that's "financing" or borrowing.
So what does "of a financing" even mean- they're always "financing"? Does it state "of a financing" of a minimum of X dollars and using non-dilutive debt, as in a loan? No. Does it say "of a financing" of at least X Millions of dollars? No. It doesn't, in typical BHRT vague form IMO, say really anything of any meaning. It's an empty statement the way I read it, as "of a financing" is not defined in any detail or specifics in the slightest. "of a financing" could mean a guy, Bob Smith for example has decided to loan the company $100K at 4% interest and BHRT accepted. That would meet the definition I guess of "of a financing"? Correct? Why not? What's "of a financing" even mean?
IMO, the reason that entire, particular 8-K was even filed was really for the last line- to disclose to shareholders per SEC guidelines, that the DTC (Depository Trust) was inquiring/asking questions about the eligibility of shares BHRT has/had issued. That can be serious, serious business. The DTC can "chill" or "freeze" a stock from trading on little notice if they think a company has violated any of their rules in any way. Look up a DTC "chill" or "freeze"- it's daunting.
Last line of that vague, "odd" IMO 8-K said this:
"In addition, the Company has received a request from The Depository Trust Company (“ DTC ”) to confirm that shares of common stock deposited at DTC were eligible under the Rules and Procedures of DTC for deposit. The Company has responded to this request."
So far, BHRT "the company" has not released any further info as far as I'm aware as to whether or not the DTC is satisfied with their response to questions regarding eligibility shares that were deposited, etc? The DTC is a mega powerful entity- they "clear" and process essentially all trades in all U.S. markets- they're secretive, they're like a quasi-govt entity, they work closely with the SEC and FINRA, and when the DTC takes actions- they often require little or no explanation to a company as to why or what reason they deemed a rule to have been broken. Read up on um.
"All right there in the 8k link I just posted. "??
There's NOTHING in that link.
Ok, list EXACTLY how many common shares were issued then in exchange for the 20 MILLION preferred shares? How many? Where is that listed in a SEC filing? Post link. Where?
It HAS NOT HAPPENED.
"It says upon consummation of financing. That happened Yesterday officially."
It says "agreed in principal", blah, blah, blah. Seen any SEC filing of the preferred being converted to common and the forebearance being extinguished, etc? If not, then it HAS NOT HAPPENED. The money from these Magna "deals" isn't anywhere near a BHRT account yet, so how would they be paying off all the Northstar "notes" and interest and other loans they still owe them? Is Northstar just gonna walk away from all the debts owed them?
"Here you go sir" WHAT? There's NO preferred shares being converted in that document? Where?
How many preferred were converted and into how many common?
Where's it listed and how would it over-ride the OCT 1, 2014, FORM 13G of NORTHSTAR, LLC in which they HOLD, as of that date, 23 days ago, 20 MILLION preferred shares of stock? HOW?
http://www.sec.gov/Archives/edgar/data/1388319/000114544314001231/e60988_sc13ga.htm
OCT 1, 2014, LINE 8:
"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)"
LINE 1:
Names of reporting persons: Northstar Biotech Group, LLC
Section 2:
"Item 2.
2(a) Name of person filing: Chuck Hart, Managing Member
2(b) Address or principal business office or, if none, residence: 19345 Rhinestone Street, NW, Anoka, Minnesota 55303
2(c) Citizenship: U.S.
2(d) Title of class of securities: Common
2(e) CUSIP No.: 09062F 20 1 "
UP TO DATE as of 23 days ago.
And this means what? There's been no conversion of Northstar preferred to common? List the link to the SEC filing on EDGAR. PR, with wording like "agreed in principal" or whatever, means nothing IMO. They haven't done it, not as of today as the prior posted stated, as in it had/has already been done, as in past tense, which is 100% not true.
Northstar JUST FILED A FORM 13G update, literally a few weeks ago. They hold 20 MILLION PREFERRED, it's in black n white.
http://www.sec.gov/Archives/edgar/data/1388319/000114544314001231/e60988_sc13ga.htm
NORTHSTAR LLC holdings, managing director CHUCK HART. Any other SEC filings showing anything different??
" the company then was no longer in forbearance agreement"??
Huh? When? Where?
LATEST 10-Q FILED, end of Q-2, Period ending June 30, 2014, PAGE 16:
"
Northstar Biotechnology Group, LLC
On February 29, 2012, a note issued to BlueCrest Master Fund Limited was assigned to Northstar Biotechnology Group, LLC (“Northstar”), owned partly by certain directors and existing shareholders of the Company, including Dr. William P. Murphy Jr., Dr. Samuel Ahn and Charles Hart. At the date of the assignment, the principal amount of the BlueCrest note was $544,267.
On March 30, 2012, the Company and Northstar agreed to extend until May 1, 2012 the initial payment date for any and all required monthly under the Note, such that the first of the four monthly payments required under the Note will be due and payable on May, 2012 and all subsequent payments will be due on a monthly basis thereafter commencing on June 1, 2012, and to waive any and all defaults and/or events of default under the Note with respect to such payments. As of September 30, 2012, the Company was in default, however, subsequent to September 30, 2012, the Company renegotiated the terms of the Note, Northstar has agreed to suspend the requirement of principal payments by the Company and allow payment of interest-only in common stock.
On September 21, 2012, the Company issued 5,000,000 common stock purchase warrants to Northstar that was treated as Additional interest expense upon issuance.
On October 1, 2012, the Company and Northstar entered into a limited waiver and forbearance agreement providing a recapitalized new note balance comprised of all sums due Northstar with a maturity date extended perpetually. The Company agreed to issue 5,000,000 shares of Series A Convertible Preferred Stock and 10,000,000 of common stock in exchange for $210,000 as payment towards outstanding debt, default interest, penalties, professional fees outstanding and due Northstar. In addition, the Company executed a security agreement granting Northstar a lien on all patents, patent applications, trademarks, service marks, copyrights and intellectual property rights of any nature, as well as the results of all clinical trials, know-how for preparing Myoblasts, old and new clinical data, existing approved trials, all right and title to Myoblasts, clinical trial protocols and other property rights.
In addition, the Company granted Northstar a perpetual license on products as described for resale, relicensing and commercialization outside the United States. In connection with the granted license, Northstar shall pay the Company a royalty of up to 8% on revenues generated."
Same 10-Q, PAGE 17:
"At June 30, 2014 and December 31, 2013, the Company has outstanding notes payable to officers and directors with interest at 8% per annum due at maturity in aggregate $240,000 and $365,000, respectively. The remaining subordinated notes $100,000 and $140,000 were previously due on November 30, 2012 and June 4, 2011 respectively, and are unsecured. The Company is not obligated to make payment until Northstar loan is paid off."
So OBVIOUSLY as of the JUNE 30, 2014 date, the NORHSTAR loan is NOT PAID OFF, there's thus still a "forebearance" in place, a lien and all the rest, including 20 MILLION preferred shares of stock with 25 voting rights each, being held by Northstar, LLC, director CHUCK HART, a member of the BOD of BHRT.
"North Star was Chuck Hart/Director when the company increased the A/S he had to take all common stock... the company then was no longer in forbearance agreement"????
Huh? Where? When?
Northstar to this day holds all the preferred shares of stock in this company BHRT, 20 MILLION shares of preferred, and all the associated voting rights (25 to 1 votes per preferred to common), which gives them 100% voting control rights over all the common shareholders (25 X 20 million = 500 MILLION shares of voting rights power).
He, Hart and/or Northstar were never "had to take all common stock"- that's just 100% FALSE.
Latest SEC form Schedule 13G, just recently filed and updated to show an INCREASE in Northstar share holdings- and it shows 20 MILLION PREFERRED SHARES being held by Northstar LLC, aka CHUCK HARD PRESIENT/CEO/DIRECTOR whatever his title is.
http://www.sec.gov/Archives/edgar/data/1388319/000114544314001231/0001145443-14-001231-index.htm
Form 13G, filed Oct 1, 2014, LINE 8:
"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)"
Line 1:
"Names of reporting persons: Northstar Biotech Group, LLC"
Section item 2:
Item 2.
2(a) Name of person filing: Chuck Hart, Managing Member
2(b) Address or principal business office or, if none, residence: 19345 Rhinestone Street, NW, Anoka, Minnesota 55303
2(c) Citizenship: U.S.
2(d) Title of class of securities: Common
2(e) CUSIP No.: 09062F 20 1 "
It's right there in black and white- there was no "had to change to common shares" or whatever? TOTALLY FALSE. WRONG.
"I disagree about the "big bucks" KC get paid $160K which is way under industry scale of CSO's.
Mike Tomas may appear to be making a million dollars per year, but if you look at the financials he is $100% paid in common stock."???
1) Comella's base salary is $250K annually and just got a $300K cash bonus tacked on for just 2014 alone.
2) There is nothing to indicate in any filing, that "Tomas is being paid in shares only" or whatever?? Where? It indicated he gets a base salary and gets paid. What line in a 10-Q or 10-K indicates otherwise? Where? Tomas also just got a $500K "bonus" to be paid in "cash", and backed up with a promissory note w/ interest if not paid on-time, until cash arrives to pay it.
And while all that spending takes place- about $5K a month has been allocated to R&D, aka "trial" funding. SEE LATEST 10-Q.
All in the last 10-Q filing.
Here's from page 25:
"NOTE 13 — SUBSEQUENT EVENTS
Officer compensation
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 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 a six month promissory note."
There is no indication that Tomas is not receiving or being paid his base salary of $525K in cash, on time. Look at the massive increase in their expense line entry in the 10-Q, a big part of that is "salaries".
"Just an FYI ... BHRT is about to Run again. "
It's "run" straight down to about 1.5 cents. That's been quite a run from .08 and .06, only down now about a 70% to 80% loss in 6 months or so. Impressive "run" IMO.
Gonna be 40 MILLION shares of dilution hitting soon from just the $300K/$200K Magna note (1 cents shares, 30 million to get $300K) and then the minimum 9 MILLION shares that Magna is getting as "fees" up front, for this credit line, those are at about 1.6 cents according to the 8-K, possibly lower based on a conversion formula in the document, the way I read it.
These are both PURE DILUTION deals. Whatever happened to the "Big finance deal" that was gonna be "non-dilutive" and all? Never seems to appear? The fully diluted share count on this next 10-Q and then the end of yr 10-K are gonna be whoppers IMHO. First number I'll be looking for on page one and then for the "fully diluted" share count further down in the filings.
This Magna "Deal", is just another toxic-debt convertible note with horrible terms and a new "draw-down" credit line, also with discounts and other provisions built in. NOTHING NEW IMO- they had the "Greystone" $1 MILLION line that ended about 6 or 7 months ago, whatever it was, and they drew down on that and no "trials were restarted" or whatever? During the entire time they used up all the Greystone line, they also did numerous, continuous ASHER and similar toxic, convertible debt deals- and the Greystone line at $1 million resulted in 10's and 10's of millions of shares of dilution as did all the convertible note deals, over 200 million shares in just a 1 yr period. These Magna deals will dilute far more than that IMO.
$3 million over 2 yrs doesn't even cover their current expense short falls if one reads the 10-Q and similar (especially given the bonuses and salary boosts they just gave out, $800K in just bonuses to two people, that's half of one year of this "credit line" right there, money/cash they do not/did not have when the bonuses were handed out. It even says in the 10-Q they'll take promissory notes for um, aka to be paid later, like when cash arrives from "financing" IMO).
Here's the Greystone line, from the last 10-K, just like this "credit line" - and they drew down the entire $2 million I believe and no phase II/III trials got funded and the stock is at 1.5 cents today.
Last 10-K filing, PAGE F-20 Greystone "credit line" (pretty much same thing as this Magna line)
"NOTE 6 – STANDBY EQUITY DISTRIBUTION AGREEMENT
On November 2, 2011, the Company and Greystone Capital Partners (“Greystone”) entered into a Standby Equity Distribution Agreement (the “Agreement”). Pursuant to the Agreement, Greystone has agreed to provide the Company with up to $1,000,000 of funding for the 24-month period following the date February 10, 2012, the registration statement of the Company’s common stock was declared effective by the SEC (the “Equity Line”).
During this 24-month period, commencing on the date on which the SEC first declared the registration statement effective, the Company may request a draw down under the Equity Line by which the Company would sell shares of its common stock to Greystone, which is obligated to purchase the shares under the Agreement.
For each share of the Company common stock purchased under the Agreement, Greystone will pay eighty percent (80%) of the average of the lowest daily volume weighted average price for five consecutive trading days immediately preceding Advance Notice (the "Valuation Period") commencing the date an Advance Notice (the "Advance Notice") is delivered to Greystone in a manner provided by the Agreement. Subject to certain limitations and floor price reductions, the Company may, at its sole discretion, issue a Put Notice to Greystone and Greystone will then be irrevocably bound to acquire such shares. The registration statement of the Company's common stock pursuant to the Agreement was declared effective on February 10, 2012 and a Post-Effective Amendment was declared effective on May 7, 2013. On December 1, 2012, the parties to the Equity Line agreed that the Purchase Price be adjusted to seventy-five percent (75%) 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 Equity Line) immediately subsequent to the date of the relevant Advance Notice.
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. During the year ended December 31, 2012, the Company “put” 8,797,859 shares of common stock for a total of $150,000."
"The $3 million is not a convertible" Where was it stated that it was? It's a cash-for-common shares deal w/ a share price "conversion" formula and share discount, basically structured similar to a convertible "note" deal- not much difference IMO. Other than not being secured by a note/debt instrument w/ interest, and that BHRT determines/asks when they want to make a "draw" on the line for the cash, as opposed to one chunk of cash like a note deal.
Further, it involves a floating share price formula, the hallmark of a convertible, toxic note deal (again, very similar to a convertible note deal), meaning the share price for Magna is not even fixed or pre-dedefined- it's based on some complex, floating formula involving a discount to Magna plus all sorts of stuff about True-up date, additional shares added on the true-up-settlement date, etc read the 8-K.
Thus it's one of the worst kind of shares-for-cash deals in that the security price isn't even fixed and floats around to a "conversion" formula- the type of deals notorious as share price crushers IMO, and from seeing these types of deals in the past (think ASHER and others)
The deal is also costing BHRT huge up front fees and dilution, minimum about 9 MILLION shares dilution just to get started.
"The Company paid to the Investor a commitment fee for entering into the Purchase Agreement equal to $150,000 (or 5.0% of the Total Commitment under the Purchase Agreement) in the form of 9,109,128 restricted shares of the Company’s common stock, calculated using a per share price of $0.016467, representing the arithmetic average of the three lowest daily VWAPs during the 10-consecutive-trading day period immediately preceding the Closing Date (the “Initial Commitment Shares”). In addition, promptly following the effective date of the initial Registration Statement (defined below), the Company is required to issue to the Investor additional shares of common stock (the “Additional Commitment Shares” and, collectively with the Initial Commitment Shares, the “Commitment Shares”) equal to the greater of (i) zero and (ii) the difference of (a) the quotient of (x) $150,000 divided by (y) the greater of (1) the arithmetic average of the three lowest daily VWAPs during the 10-consecutive-trading day period ending on and including the effective date of the initial Registration Statement and (2) $0.006, less (ii) 9,109,128, provided that in no event will the Company issue more than an aggregate of 15,890,872 shares of common stock, subject to adjustment, as Additional Commitment Shares. The Commitment Shares will be registered for resale in the Registration Statement, as discussed below.
It' interesting too IMO, that Magna is making BHRT file and thus get SEC approval for a "registration statement". Magna is a "qualified investor", they say so right in the document, meaning these deals are typically done under the "exemption" provision (non public offering) part of the securities act. But on both the note and now the credit line, Magna has specifically written and is demanding BHRT file and get SEC approval on share "registration statements"- just "interesting" IMO. So the money is not in the bank yet on either of these deals as far as I can tell- as BHRT has to specifically complete a bunch of steps, including the registration filing and SEC approvals, the way the detials read to me.
Here is just part of the pages and pages of the explanation of the credit line floating pricing. Notice the language about X days before, then price is based on the ABC formula of the lowest of the previous Y number of trading days, blah, blah, blah.
THAT is the "pricing formula".
From revised 8-K, page 1 (read all the exhibits too, pages and pages)
"Once presented with a Draw Down Notice, the Investor is required to purchase the applicable Draw Down Amount at the applicable “Purchase Price,” which is defined as the lesser of (i) the Initial Purchase Price and (ii) the True-Up Purchase Price (as defined below).
The applicable settlement date with respect to a Draw Down Notice will occur within one trading day following the Draw Down Exercise Date (the “Settlement Date”). On the applicable Settlement Date, the Company will issue to the Investor a number of Shares, rounded to the nearest whole Share, equal to the quotient of (i) the Draw Down Amount requested by the Company divided by (ii) the applicable Initial Purchase Price (as defined below), against simultaneous payment therefor in an amount equal to the product of (A) the number of Shares issued to the Investor on such Settlement Date and
(B) the applicable Initial Purchase Price. The “Initial Purchase Price” is defined as a price equal to 93% of the lowest of (i) the arithmetic average of the three lowest daily volume weighted average prices for the Company’s common stock (the “VWAP”) during the 10 consecutive trading days ending on the trading day immediately preceding the applicable Draw Down Exercise Date, (ii) the arithmetic average of the three lowest closing sale prices for the Company’s common stock during the 10 consecutive trading days ending on the trading day immediately preceding the applicable Draw Down Exercise Date and (iii) the closing sale price for the Company’s common stock on the trading day immediately preceding the applicable Draw Down Exercise Date (in each case, to be appropriately adjusted for any stock splits, stock combinations, stock dividends, recapitalizations and other similar transactions).
With respect to a Draw Down Notice, on the trading day (the “True-Up Date”) immediately following the eight-consecutive trading day period commencing on the trading day immediately following the applicable Settlement Date for such Draw Down Notice (the “True-Up Pricing Period”), a calculation of the True-Up Purchase Price (as defined below) and the Purchase Price will occur. The “True-Up Purchase Price” is defined as a price equal to 93% of the arithmetic average of the three lowest daily VWAPs during the applicable True-Up Pricing Period (to be appropriately adjusted for any stock splits, stock combinations, stock dividends, recapitalizations and other similar transactions), provided that in no event will the True-Up Purchase Price be less than $0.001.
On the Trading Day immediately following the True-Up Date (the “True-Up Settlement Date”), the Company will issue to the Investor the Additional Shares (as defined below), if any, in respect of the applicable Draw Down Notice. “Additional Shares” is defined as a number of Shares (to be appropriately adjusted for any stock splits, stock combinations, stock dividends, recapitalizations and other similar transactions), rounded to the nearest whole Share, equal to the greater of (I) zero and (II) the difference of (i) the quotient of (x) the total aggregate purchase price for Shares received by the Company on the Settlement Date with respect to the applicable Draw Down Notice divided by (y) the True-Up Purchase Price, less (ii) the number of Shares issued to the Investor on the applicable Settlement Date with respect to the applicable Draw Down Notice. The Investor is not required to return any Shares to the Company in the event the True-Up Purchase Price is greater than the Initial Purchase Price."
Here's the part saying where BHRT must complete a SEC "registration process" for all these shares (and if not all being covered, then complete more registrations in the future) and have them SEC approved and not subject to "review" or similar- again, I think all these past deals were done as "exempt" and thus "unregistered"- so why is Magna now insistent on this provision? Beats me? (see notes on the 8-K, the "commission" is defined as the SEC)
"Registration Rights Agreement
In connection with the execution of the Purchase Agreement, on the Closing Date, the Company and the Investor also entered into a registration rights agreement dated as of the Closing Date (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company has agreed to file an initial registration statement (“Registration Statement”) with the Commission to register an agreed upon number of Shares, which shall not exceed 1/3 of the number of shares of the Company's common stock held by non-affiliates of the Company, on or prior to December 8, 2014 (the “Filing Deadline”) and have it declared effective at the earlier of (A) the 90th calendar day after the earlier of (1) the Filing Deadline and (2) the date on which the initial Registration Statement is filed with the Commission and (B) the fifth business day after the date the Company is notified by the Commission that such Registration Statement will not be reviewed or will not be subject to further review (the “Effectiveness Deadline”).
If at any time all of the Registrable Securities (as defined in the Registration Rights Agreement) are not covered by the initial Registration Statement, the Company has agreed to file with the Commission one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by such initial Registration Statement, in each case, as soon as practicable, but in no event later than the applicable filing deadline for such additional Registration Statements as provided in the Registration Rights Agreement."
IMO, everything in both these Magna deals is heavily tilted in favor of Magna no matter what happens- it's air tight that they make a bundle of money on these deals, get a bunch of dilution shares and at a discount, etc. The terms are about as stiff as I've read- it's pages and pages of everything being stipulated to protect Magna and make sure they make a lot of money in the end, IMO.
Again, there are entire I-HUB and other web pages dedicated and built by people who saw companies "get in bed with" Magna for "financing" and then what happened to the share price/stock down the road. They're well known in the penny finance world from all I've read- and it's not in glowing terms. They're known IMO as share price crushers. Diluters, etc Just look at the $300K note deal- BHRT can be on the hook for as much as $300K, but Magna is only paying um $200K for the note, and the interest rate is sky high and the share discount is huge- just as an example. There's gonna be dilution coming and lots of it- I don't know how that is disputable?
"Haha the shorts are in a panic!"??
What "shorts"? There's no one shorting a 1.6 cent penny stock w/ a market cap of $8.x million, unless it's a pro-desk who's doing the very "financing" deals or similar that BHRT willingly signs on to.
Call up any retail broker one wants, and ask for "short inventory" on BHRT.
"He specifically stated for use in the trials. "??
Like that's a new "PR" or "blog" statement? How many times have they said that since Marvel and Regen went dormant- like in 2009 or whatever it was?
Here, this "PR" is about 2 yrs old to the day- and it said IN BOLD "to restart trials". How did that one "work out", 2 yrs later??
http://www.marketwired.com/press-release/northstar-launches-20-million-private-placement-round-with-proceeds-fund-bioheart-trials-otcqb-bhrt-1713163.htm
"NorthStar Launches $20 Million Private Placement Round With Proceeds to Fund Bioheart Trials"
Yeah, never heard that before?
"before any drawdown occurs or any shares are issued. "
They're gonna issue 9 MILLION to 15 MILLION shares just for "fees" to get this rolling. The $300K "note" will already be underway before the credit line gets going from what I can read- and that will be diluting before they make the first credit line "draw" IMO.
$300,000/.01 = 30 million shares at least, just for the "note" and then another 9 MILLION min just for "fees" on the "credit line". There's gonna be cheap shares flying around all over the place that I can see and read.
You got about 40 MILLION in near instant dilution just from the "fees" for this new "credit line" and for the $300K note that came right before it. That's not noise level dilution IMO. That's a boat load of cheap shares, all in the 1 cent to 1.5 cent range from reading the document. 40 MILLION just on the front end, soon.
"The discount is not based on the trading value of the day they made this agreement.. as is the current misconception being pushed. "
Distinguish between the original Magna "note" and 8-K filing and the new terms for this "credit line"- two totally different animals it appears.
On the "note" 1 CENT is the price and probably lower given the formulation, which only kicks in if the "default" and other provisions occur, making the price fall below the 1.xx cents as the stated price.
Need to read it cover to cover and all exhibits. It's not "simple" in the slightest- it's an extremely complex document and the terms set by this Magna appear brutal and air tight and all tilted so they make out no matter what scenario occurs. It's full of language about all kinds of "default" scenarios, penalties, legal fees, etc.
"This hypothetical (flawed?) scenario conveniently ignores the clearly indicated 55% discount on the five day average prior to the issuance of shares, and any positive movement in the share price too."
8-K was just amended it appears. The "terms" I referred to are for the original $300K "note" which is actually only about $200K cash to BHRT. In that "note" the terms are 1 CENT per share at the most, and only go lower when the 55% discount is invoked under various scenarios such as in the "default" provisions.
I'm reading the amended 8-K now to see what the terms are on the credit line. First thing that stands out is an up-front $150K fee from BHRT to Magna, which is being paid, of course, in dilutive shares. 9,109,128 it looks like and possibly up to 15,890,872 depending on the daily share price. So the dilution begins right there. And $25K in attorney fees. Nice.
The "credit line" pricing appears some complex formula with "True-up-date" and a bunch of formulas involved- even more complex than the $300k/$200K "note". Have to figure out what the actual share price is likely going to be- but it's highly dilutive, no matter how it's sliced IMO.
No way IMO with all this dilution, which is going to put huge downward sell pressure on the stock- does it see 15 cents or whatever the imagined price is being asserted. What trials are going to be "re-started" on $125K a month, which doesn't even cover recent bonuses to two people and major increase in the expense line seen in the last two 10-Q filings? The operational loss last qtr was essentially the same the same yr ago period- meaning any "revenue" they brought in, they spent that and more on expenses (salaries being a big part of that), while only $5K a month is going to R&D, aka "trials", a pittance.
Just the $300K note is going to dilute out to millions and millions of more 1 cent or cheaper shares in just the short term. Those shares will most certainly hit the sell block ASAP IMO. Magna is notorious as a vulture lender- they're not going to hold shares as an investment or something, not in my opinion. They turn and flip um as fast as they get um from all that I've read about Magna. Magna is known as being more ruthless than ASHER and others. Just search the I-HUB Magna pages- several have been built and dedicated to track companies that used Magna and the results that followed.
My opinions.
PR indicates that the "terms" of the new "credit line" are those already outlined in the previous released 8-K filing. (that's my read on the PR)
If that's the case, then Magna is getting shares at the most for 1 CENT and possibly lower if one reads all the details in the 8-K "exhibits", which are quite lengthy.
So, if the entire line were tapped over 24 months for the full $3 million- that's a huge pile of dilution. (now one can see why the authorized went to 2 BILLION shares IMO)
Lets say they're at 1 CENT.
$3,000,000 / .01 = 300,000,000. Yep. 300 MILLION more shares of dilution, at a minimum in the next 24 months. That would pretty much push um over the 1 BILLION share mark IMO. Wow.
$3 mil /2 = $1.5 mil per yr tops they can draw down. That's $1.5/ 12 = $125,000 or $125K per month, max. That's not phase II/III "trial" level money IMO. That, pretty much covers their present salaries, expenses and so forth in just their recent SEC filings. It's like their burn rate right about now.
Just Tomas base salary and bonus + Comella base salary + bonus = $525K + $500K + $250K + $300K = $1,575,000 PER YEAR. Not even covered by this credit line amount. So what's gonna be left for funding "trials" to any serious degree?
Not seeing it IMO. A LOT of dilution and just keeps the salaries going and expenses paid (interest on other debt, loans, etc), IMO. Not much new here I can see. My 2 cents.