"Pivotal Phase2B 80 to 120 Patients could be $3 to $5 mil over 1 to 2 years. "???

Uh, a zero must be missing somewhere there? 80 to 120 patients in an FDA quality phase II for $3 to $5 mil, spread over 1 to 2 yrs? That's the first, down payment for the first month, correct?

It's more like $50 million on the low side and 2 yrs easy. $3 mil doesn't even get a phone call returned from a contract service agency who's gonna hunt down and enroll 80 plus patients.

No way they get anything even remotely done for $3 to $5 mil. They're spending $2 MILLION a month right now just to keep their doors open- and all they had to show for that was a tiny phase I. They've made it clear they need a lot of cash. Round 1 of the $100 MILLION shelf is seeking out $60 MILLION in pure dilution money. Why would they be going after that kind of coin if $3 to $5 mil gets it done for um?

No way. Not a chance. They'll be spending $3 million a month just in general cost and burn-rate once they ramp even into the beginning of running these phase II(s).

$230 bucks traded, 1 hour into trading day. (almost 1.5 hours now actually)

A single, 17K share trade about 15 seconds after open. Then it's totally flat-lined out. Volume is gone, an hour passed now and not a single trade printed.

Looks like perhaps the Magna and Asher and other "Wall Street boys" are more than likely gone for the holidays already. Pretty typical on Wall Street, that those type of firms just button up and totally shut down and leave town. Probably not back really until after Jan 1, 2015.

Bid is still low, parked at .0124. No "news" or PR or the Magna line or anything has really budged it off bottom looks like.

Looking like some pretty tough sledding in here- the large amounts of Magna dilution shares hasn't even really gotten underway or hit in any serious way yet.

Very technically weak in here IMO.

"The "placebo effect" is FDA blind.... but there is no way a placebo effect would allow a person to see a darn eye chart.... its pretty darn basic... "

Once again, a TOTAL lack of any understanding of basic science. And how many people, out of the 6 BILLION plus on earth- supposedly "saw the eye chart"?? How many and for how long have they been tracked and against what baselines and broad cross section of a variety of population sub-set(s) have they been compared and measured and about 500 other variables, YET UNKNOWN when a "study", a very small trial, is barely out of the lab.

WHY, are phase II and III trials needed and conducted, if SHAZAM, you and a few people see a few powerpoint slides and "declare" by fiat, that by golly IT WORKS, PROVEN SAFE and EFFECTIVE and NO SIDE EFFECTS or long term problems in all humans, across all races, ages, health side effects, co-morbid disease states, etc?? HOW would the FDA and OCAT know how to label it, administer it, in what doses, what would the side effect sheet read when handed out by the physician or pharmacy- ever see one, not the little "cut sheet" given to Joe Blow by the pharmacy, but the full "fold out" version that comes to the physician in micro-type print, like a small book- WHO WRITES THAT and why and how if it's all just a DONE DEAL, SLAM DUNK, 2 steps from INJECTING AWAY?? Hey, it's ONLY the freaking human eye- about as close a MAIN-LINE into the human brain that one can get via the optic nerve. Want to put a drug into the brain- RIGHT THROUGH THE EYE, straight and near instant path, what could possibly go wrong? EASY, SLAM DUNK. 18 people, in a micro "trial" and some "eye chart" and SHAZAM, shoot it up and lets get going, right?

How bout this one- how is the set size, the number of people for a phase II or phase III even calculated and why? Explain that one from the stand point that the FDA uses to determine statistical relevance. Why is it 187 patients or whatever, for example, in a particular study. How and by what methods do they determine that number? If one doesn't know -then they know zero about the clinical trial research process.

Who sets the criteria that need to be measured to show the statistical relevance and confidence interval and standard deviation from some baseline, etc? Why do they even bother with all that nonsense- it's a DONE DEAL cause an "eye chart" was looked at and some reports were written. Hey, NO researcher ever gets the results they want in the early stages, right? HAS NEVER HAPPENED- only like ALL THE FREAKING TIME. Tell ya what- you give me something you want a "study" done on. You tell me what result you want and need. I can GUARANTEE YOU, that I can design a good, credible, highly scientific looking "study" and measure lots of variables and produce a lot of data and run it through statistical programs, make lots of charts and graphs,etc and I can give you ANY RESULT YOU WANT and it'd look pretty darn good and be a pretty tough nut to crack to prove it wrong, w/o a lot of work and effort. Big pharma is FAMOUS for it- they "shelve" or "drawer" data and certain "studies" all the time and then select the ones that give the results they're looking for- it's well documented and well known.

Thus, the FDA is the gatekeeper and thus the stricter and stiffer protocols and more timely and more expensive and now often larger phase II and phase III trials. And the FDA can, and often does, even ask for more than one trial if they feel the results are not conclusive or clear or are clouded or the data looks tainted or any number of issues that constantly come up in trials. BUT, an "eye chart" was used so IT'S DONE. FINISHED- it's about 3 months from HITTING THE SHELVES, with even fabricated COST PER EYE numbers- even though no manufacturing line (FDA APPROVED OF COURSE) or process has been written and vetted yet, and no manufacturing line exists and has been FDA vetted and approved- who knows how this would even be made or what container it must go in, shelf life testing and the FDA's MEGA PET the LABELING of the container and packaging. Wanna see an operation get shut down- just MIS-LABEL A PRODUCT and ship it to a hospital or doctor or whatever. The FDA goes ballistic over labeling- so how is this product that does not exist yet going to be packaged and labeled? Does it react to a plastic container perhaps and maybe need to be in a glass vial, as certain IV products still are? Who can know that at this point? What temperatures must it be stored at and for how long? Ever worked an FDA regulated facility or line- ever seen what FDA compliance and an audit is like- what they look for and ask for and demand to know? Ever start up an FDA line for a single product- how long does it take? Is this product hand made or does it use automation, what kind of process controls will it need and who's gonna write that documentation and then go through an FDA acceptance and sign-off and start up? What's the containment and recall process if process controls are breached or suspected bad product is made? Is that written or in existence yet? WHAT? Oh, the PRODUCT HAS NEVER BEEN MADE YET, let alone MADE IN VOLUME in its final, 100% FDA tested and approved form...Ooooh. I see. Yeah. BUT IT's A DONE DEAL- cause you know, an "eye chart" was used and all. Shoot, pretty much done deal.

Here's the 100% FALSE assumption being made- that this is a DONE DEAL, that the phase II and phase III trials are a guaranteed success and that nothing can possibly go wrong in them or trip them up etc. So, WHY is OCAT about to spend upwards of $100 MILLION dollars minimum, and years, to even waste their time to conduct these trials??? WHY? Why even do it- cause you and a few others have said, emphatically, "IT WORKS, IT's PROVEN, IT'S DONE".

SO WHY are these supposed "best minds" out beating the bushes for $60 MILLION freaking dollars to blow- if they don't even need to according to you and a few others? HOW CAN THAT BE? WHY? Why - they just like to spend money on worthless testing? Is that it? WHY? WHY? In detail- WHY $60 MILLION just to get started? WHY? Why would they do that- IT'S DONE and FINISHED and WORKS according to the "old time" geniuses who have "been on the board" per their self proclaimed years or whatever?? WHY? WHY $60 MILLION? WHY?

It's actually 90 days above $4 BEFORE applying. They're not under any 90 day restriction right now.

There's nothing special about Jan 7th, 2015 or whatever the date being bantered about is.

Their own 8-K filing simply implies they delayed it- it's clearly linked to the issues surrounding their lack of ability to apparently get adequate pricing power and demand on the secondary. Further, Wall Street essentially shuts down from about today to past Jan 1, in terms of investment bankers and similar activity, it's a literal ghost town.

They clearly screwed the pooch and "tried" to make a go at the "up-list", probably thinking the secondary was going to price and place. Else, there's nothing to explain what occurred from Friday Dec 12th to today. The stock clearly got FUBARED, and showed supposedly "up-listing" then had to go to the FINRA "daily list" to show it in fact never did and was "re-instated" to OTC for several days in a row. I read the FINRA site with my own eyes each of those days. It took days to get it to even get semi back to quoting properly or showing properly in people's brokerage accounts and on-line timely price quote screens and similar.

What, how did all that occur? By chance? No, they "tried" and "thought" they were "up-listing" and someone pulled the trigger by mistake- only to rapidly have to try and back-peddle and undo the entire mess. It's still not fully settled back in as of today- that's how royally messed it was.

It's not because of some 90 day whatever. It's caused they boned it up and that's what the 8-K was put out to say- that everything hyped and pumped was not "delayed" into Q-1, 2015 at a minimum. Q-1 is any date from Jan 1, 2015 to March 31st 2015. Simple as that.

"If OCAT's "tiny, tiny Phase I trial" produced a 20/400 to 20/40 result, and efficacy in 17 of 18 patients, with a "placebo affect" imagine what we're gonna do in Phase II with the real thing! "

It's 100% clear one does not even understand what the "placebo EFFECT" (not affect) is or even means. No surprise.

Very few posses an actual education or strong background in actual "science" or even a rudimentary background or any actual understanding of the "scientific method" or its application to real world problems and almost none posses any background or formal training in probability or statistics- which is a grad level course to even scratch the surface into trial or engineering study front-end design, how to calculate population or sample set sizes, how to properly blind, how to screen and insure data is free of inherent bias, etc.

The statement/post above shows a total ignorance (lack of education or understanding) as to what the placebo effect is or even means. It would not be the placebo effect that was "claimed" to produce the reported results in the very, very tiny study. It's the opposite. It's that the "claimed", non-blinded results, when put up against an actual placebo arm, may be unable to show statistical improvement any better than the sham "treatment". That's it in a very, very basic laymen's terms.

It's not unusual to have little or no understanding or ability to understand it- it takes a significant education and strong background in actual science or engineering and use of probability and statistics- and most will posses none of that.

No surprise here.

" Negotiations with potential pharmaceutical partners is always hardball tactics and IMO $OCAT will wait until Jan 7 for listing and not concede"

1) What negotiations with what "pharmaceutical partners"??? The company already made statements making it pretty crystal clear they're plan is to "go it alone" and they just took on all the expense and effort of bringing on qty-3 underwriters to "try" and pitch and sell shares to raise them cash to give them a shot at going it alone. Where are these imaginary "pharmaceutical partners" information coming from exactly? What would they be in "partnership" for exactly and why?

2) What is magic about Jan 7, 2015 for "listing"?? The company just filed a 8-K with the SEC and all it said was "in dialogue with NASDAQ" and nothing more. Absolutely no indication of a date or date(s) was given. All other info in that 8-K referred to other events as being scheduled for Q-1, 2015 which would encompass the entire range of dates from Jan 1 2015 to as late as March 31st 2015. That is Q-1, 2015.

How can anything else be inferred or imagined from that 8-K filing?

Farview, thanks. I'm a realist. I'm like "Mr Wonderful" on Shark Tank if you're familiar with it. No emotion, no love or attachment to it, no starry eyed gaga stuff.

I read or listen to the PR, the fluff, the hype, the "great sounding story", just like on the Shark Tank, then I sit down and say, "OK, now lets talk reality and the numbers, the money, etc".

For me, that means the SEC filings. Those are Gospel. You "hype" in the SEC filings as a corporate officer and you might be meeting the SEC to either fine you severely or be looking at a CLUB FED jail stay, when running a public traded company. "PR", you can "fluff" it and tell a "sweet story" a bit usually, but you better be 100% spot on in disclosing the full story in those pesky SEC filings.

I then look at things like the history of the operation, the industry norms and trends- i.e. in this case, what is realistic for a phase II/III in terms of cost and time, etc. Those are well established numbers, easily known across the industry. If I was looking at an energy stock- same thing, one can easily find well researched data that shows at what price it's profitable for a particular company to pull oil out of the ground, their break-even cost, etc.

I then just put it in the number crunching mode and try and visit the place called "real-ville". Cause in the end, it's all about money, return on money, risk, etc. It's what those underwriters and people of their level live and die by. They don't ever fall in love with a business or company- all they want to know is the risk, the rate of return,etc. Else, they'd stick their money in a CD or under the mattress and forget about it.

Many people, especially less "financial literate" like to imagine that SEC filings such as a 10-Q quarterly report or a 10-K annual report are just "boiler plate" (I see and hear that false claim all the time), that's it's just a lot of verbiage, and blah, blah. They could not be more wrong.

The first 5 or 6 pages of a 10-Q or a 10-K are what's known as a "set of financials" and those are the BIBLE of any company or business. To become a "C" level executive, one had better know and fully understand in an INSTANT how to look at a "set of financials" and know what they mean and are saying about a business. The typical "set of financials" are: Balance sheet, the income statement, statement of cash flows, and the statement of shareholder's equity. THOSE ARE THEE KEYS to the health or illness of any business.

Here is a SEC tutorial explaining those documents. There's reams on the net available of similar tutorials, it's taught as accounting 101 in any MBA level course or in a management class or similar:

http://www.sec.gov/investor/pubs/begfinstmtguide.htm

How important are those statements? Use the most famous investor in the world, WARREN BUFFETT. I can GUARANTEE you, that Warren can "glance" at a company's "set of financials" and in probably under 2 or 3 minutes or less- be able to grill Sr Management with 50 questions on the health or ill health of the business. That's how "good" he is at understanding a biz. He'd know if they're sand bagging their numbers. He'd know in an instant if expenses are too high for their particular biz segment and are costs too high as a percentage of revenue. He'd know if they're burning cash at too high a rate and will run out soon. He'll know instantly if they're profitable or even faking their profits by "stuffing the channels" or similar shinanigans.

I'd guarantee that the FIRST STEP a guy like Buffett takes when looking at a company to invest in, or even buy-out, is he calls for a set of their 'financials" and their past yr or two of 10-Q and 10-K filings. He probably makes a "pass-no thanks", a "maybe" or a "very interested" decision right from there. If it's a "maybe" or "very interested"- then he literally flies out to meet the Sr. Mgt and grill them and then wants to tour and see their operations, etc.

That's the way it "works" when money is on the line. Most of the posts/commentary (especially from icell and similar) are just completely based in hype, they lack financial reality or even literacy at reading the SEC filings and similar (and I'm no expert by any stretch, but I at least try and understand them, reading them cover to cover with my calculator opened up right on-screen, crunching numbers like cash use versus debts, versus immediate debt, versus financing coming in, etc)- but 75% or more of what's usually bantered about, is just pie in the sky wishing and hoping and plain old made-up hype n nonsense and sometimes even worse.

If the biz can't make it in the money dept., I don't care if you have the "miracle" of all of human history- you're SUNK and DONE. It's that simple. I point out all the time- there are 100's of companies that have $100's of millions in "revenue", even $BILLIONS in revenue or "sales" but they CAN NOT MAKE A PROFIT TO SAVE THEIR LIFE or generate positive cash flows or attract investment risk capital any longer and thus they head to the ash heap and BK pile of history.

The list is mega long, some over 100 yr old stalwarts- down in flames because of the simple realities of the "financials": Sears is teetering on BK despite $BILLIONs in sales and owning the K-Mart brand and chains, I watched NORTEL, Canada's biggest and oldest telecom and tech company completely vanish, broken up and sold off and go full-up BK ( I used to travel to, and work in some of their facilities), MCI BK, ENRON BK, GM BK, too many airlines to count- all famous names BK, Lehman Brothers BK, Washington Mutual BK, Chrysler BK, Global Crossing who laid much of the fiber for the internet we're chatting on today BK, Texaco BK, Pacific Gas and Electric BK, Border's books BK, General Maritime a huge shipping operator BK, AMR American Airlines group BK, Delta Airlines BK, Conseco BK....

Those are just off the top of my head. WELL RUN, HUGE, MEGA sized companies with piles of cash at one time and $BILLIONS in sales and top, top shelf management teams, etc. But the "financials" stopped adding up somewhere along the line, and it was lights out. Just being a realist.

OCAT faces a long, tough road of hurdles- no rose colored glasses IMO. It's tough sledding in a tough, tough biz where the FDA is the gauntlet that must be run- and that is a daunting and expensive task (right or wrong from a personal belief standpoint as it's the law of the land right now)- thus, right now, looking at the OCAT situation: CASH, CASH, more CASH, dilution, CASH, dilution, CASH and then executing to plan flawlessly, else- it's who knows IMO. They just stumbled bad this week IMO. Not a good sign when you need to be hitting it near perfect, out of the park right now. My 2 cents.

New filing has LAW SUIT details, $2.3 MILLION in damages being sought.

Holy cow. This latest filing, just posted moments ago, now has details and disclosure on the lawsuit filed in Broward County involving what appears to be the former CEO'S ex-wife (Leonhardt's former wife) and Brian Collins, who a Google search shows to be a President or Sr. Officer of Greystone Capital, who has provided financing to BHRT many times over the past several yrs, including a 2 yr "credit line" very similar to the Magna line they just signed up for.

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

Seeking $2.3 million in damages. Wow. This can't be cheap to defend and from that Broward County court site, it looks like BHRT is indeed "lawyering up" to have to defend. Reading the websites of those law firms BHRT is putting "on retainer" , they look like they'd be expensive to me, IMO. Looks like a good chunk of this Magna "credit line" money may go to nothing but legal fees and then the salaries and bonuses for the 2 insiders/managers?

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

So they appear mired in two law suits now, but this new one, they had to disclose it looks like, per Magna, cause it appears the damages could send um to BK if the plaintiffs were to prevail. BHRT has about $250K total assets as of the most recently filed 10-Q, and almost no cash as always. If these plaintiffs are seeking $2.3 million in damages, just the cost to defend it, let alone if they lost the suit or even settled it for a portions of that amount, could probably sink this nano-cap company who's got a $7 million market cap, $10 million plus in debts and almost no cash at any given time. That's my take on how serious this could be. Sure can't be good IMO.

From this latest SEC filing, Form "Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)" PAGE 75:


http://ih.advfn.com/p.php?pid=nmona&article=64900333

"Legal Proceedings

On November 10, 2014, the Company was served with a lawsuit by an alleged assignee and a guarantor to a Loan Guarantee, Payment and Security Agreement. These parties claim breach of that Agreement and damages of approximately $2.3 Million plus interest. The assignor and assignee also sued the Company’s directors and a past director and an affiliate shareholder for breach of fiduciary duty, claiming damages as alleged creditors arising out of these parties' alleged participation in Northstar Biotech Group, LLC, a secured creditor of the Company."

It's got ole Northstar LLC all tangled up in it, looks like. No surprise to me. I have always wondered how a public traded company could just, via the stroke of a pen, create a sort of "sub company, LLC" who is made up of select insiders (BOD members and the 2 Sr managers left at the company) this LLC sort of "thing" within a public traded company, and then sign over to them - via a "lien", essentially everything the public company has of value in the form of some "forbearance agreement ". That's never made any sense to me how a public traded company could pull that one off?

From their last 10-K, PAGE 28:
"On October 1, 2012, the Company and Northstar entered into a limited waiver and forbearance agreement whereby the Company agreed to issue 5,000,000 shares of Series A Convertible Preferred Stock and 10,000,000 of common stock in exchange for $210,000 as payment towards outstanding debt, default interest, penalties, professional fees outstanding and due Northstar. In addition, the Company executed a security agreement granting Northstar a lien on all patents, patent applications, trademarks, service marks, copyrights and intellectual property

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

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."

Remember, those preferred shares were then upped to 20 MILLION preferred and their voting rights per share were upped to 25 votes per share- giving the ole Northstar boys a 500 MILLION share controlling vote, right there.

Wow, it just gets more "interesting" by the day, by the minute with this one. I don't see where there's gonna be any cash/money left to "fund trials" given all that's listed in that last 10-Q as bonuses owed, huge salary increases, large accounts payable and other expenses, plus $10 million in debt and now a lot of legal fees too boot? Seems like any "draw" on that Magna credit line would be spent about as fast as they could bank it, IMHO.

Quoting $6.43. Wow.

Getting that "hair cut" now. Doubt, delay and uncertainty= a market place do not a liketh.

Looks like dead money in here into 2015 till they get off their dime and follow through on some things. Lots of hype they put out over the past month that went down in a fizzle IMO.

Combine that with the blocking-out of retail trade and ability to even know what exchange they are/were on, brokerage accounts going screwy, inability to trade in a timely manner or even get accurate quotes- that's a pretty big "screwing of the pooch" for supposed "new" top shelf Sr. Mgt.

Notice, there's still many places, including right here on the I-HUB screen that can't get a price quote feed going for this stock now- as they don't know who or what's providing their feed anymore. They, OCAT, so jacked up the OTC/NASDQ thing, they still don't have it all back to being squared away IMO.

LOOK at I-HUB main page quote screen, it's been BLANK since Friday the 12th, the day the unplist/no uplist day happened. Followed by days of FINRA "daily list" updated needing to say "re-instated" to OTC. And I-HUB is not the only one who's main quote screen is still not working since the big "mess" occurred.

What a mess. It's clearly costing um. And they just self-voted their own, large, pay n perks and bonus booster program? Man, that takes a big "set" to do that and then fail to deliver. The way I like to see things run, in top shelf companies- is DELIVER and PERFORM FIRST, then talk about bonuses, perks and goodies, AFTER they've been earned. Not the other way around. Wooten's STEP ONE, was the insider club self-enrichment program vote. Tells a lot IMHO.

"I hope they start tapping and announce a restart of Marvel part 2"??

Restart trials? How? That pittance of a credit line DOES NOT EVEN PAY THEIR CASH BONUSES they awarded themselves in 2014. They owe $800K, TODAY, to just 2 people in the company. If they tapped out nearly the entire allocation of this present share registration, they'd barely just pay off that debt, let alone all their other debts.

NO WAY IMO, they come even remotely close to funding a phase II. Not by a long shot. They owe so much debt presently that they need to scrub off their book and service, plus their insider self enrichment which they always pay themselves first, no way they got even a down payment left to even start the massive funding/costs it takes to run an FDA level phase II IMO.

Not a chance. This won't change anything. Just more dilution to keep the "gig going", as they did with the Greystone credit line and all the continual convertible debt deals they've been doing non-stop for years. They can't tap this Magna line for any, single, super large chunk of cash- it's loaded with restrictions on draw-down rates, percentage of outstanding shares, etc.

Again, they already had a similar line with Greystone and they tapped that over the past 24 months and it didn't change a thing. (See the 10-Q's and 10-K's about the Greystone line)

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

They tapped that $1 million dollar line that just ended middle of this yr and also used numerous convertible debt deals in parallel with it, and no trial(s) were ever re-started. And they've only massively increased their own salaried and cash bonuses and expenses since then- so how is this Magna line now going to equate to trials being funded and re-started? How? Especially given the low share price and the implications that places on how much cash they can even get per each "draw down" on the credit line. It's not like they get a big chunk of $millions of dollars at one time, not even close.

"What SEC filed document are you quoting here? "

I PUT IT RIGHT IN THE POST. The original prospectus. I put IN BOLD, the line where they specifically state, "WE EXPECT TO USE IT ALL".

READ. COMPREHEND.

The prospectus, PAGE 13 (they intend to "draw" on that credit line, ALL OF IT, and nothing to the contrary is stated, such as the "theory" they may not even need it or use it, blah, blah, blah)

http://ih.advfn.com/p.php?pid=nmona&article=64527836

PAGE 13:

"The Total Commitment of $3,000,000 was determined based on numerous factors, including our estimated operating expenses for the next two years. While it is difficult to estimate the likelihood that we will need the full Total Commitment, we presently believe that we may need the full Total Commitment under the Purchase Agreement. "

They intend to USE IT ALL, the entire credit line. That's THERE OWN WORDS. Not a myth or theory about, "For all we know, they might not even use it at this point", blah, blah, blah. Not according to what they say, in a SEC filed document. They intend to USE IT ALL, TAP THE LINE OUT to the max. DILUTION, DILUTION, and more DILUTION. Given the low share price now- they will need to file another registration statement to even use the entire line, as they're already going to tap way past these initially registered shares if the share price stays anywhere near where it is right now.

"For all we know with certainty, BHRT may not even tap into this new financing arraignment any time soon anyway. To speculate otherwise is simply a rearview looking guessing excersize."??

Better read the company's own statements. They said they plan to tap that Manga line and tap it ASAP if it got approved. They are past desperately low on cash- what would keep them from BK if they didn't start to make "draws" on that line? And now that Magna has sunk the price using the $200K convertible note, any "draw" that BHRT makes is going to be just that much more dilutive. That's just reality.

This is how Magna "does what they do", what they're famous for doing IMO.

Look at the numbers, what it would take to make even a $500K "draw" on that credit line, an amount that doesn't even cover the cash bonuses now owed to 2 people in the company, now owed on a "note w/ interest" per their own, last filed 10-Q.

.0125 X .93 = .011 or 1 CENT per share for Magna.

500,000 / .01 = 50 MILLION shares it will now cost BHRT to get just $500K dollars, again, not even the bonuses for 2 people. Just the base salaries and bonuses for 2 people are now running $525K + $250K + $500K + $300K = $1,575,000.

Magna is going to dilute this thing into the dust IMO. So far, just the $200K "note" and then the up front fees for this credit line have cost 31 million shares + 9 million shares plus "up to" another 15 million shares for additional "costs" to Magna = about 50 MILLION shares right there.

The prospectus, PAGE 13 (they intend to "draw" on that credit line, ALL OF IT, and nothing to the contrary is stated, such as the "theory" they may not even need it or use it, blah, blah, blah)

PAGE 13:

"At an assumed purchase price of $0.01460 (equal to 93% of the closing price of our common stock of $0.01570 on November 10, 2014), and assuming the sale by us to Magna of all of the 87,812,591 Shares, or approximately 15.7% of our issued and outstanding common stock, being registered hereunder pursuant to draw downs under the Purchase Agreement, we would receive only approximately $1,282,064 in gross proceeds. Furthermore, we may receive substantially less than $1,282,064 in gross proceeds from the financing due to our share price, discount to market and other factors relating to our common stock. If we elect to issue and sell more than the 87,812,591 Shares offered under this prospectus to Magna, which we have the right, but not the obligation, to do, we must first register for resale under the Securities Act any such additional Shares, which could cause additional substantial dilution to our stockholders. Based on the above assumptions, we would be required to register an additional approximately 117,666,849 shares of our common stock to obtain the balance of $1,717,936 of the Total Commitment that would be available to us under the Purchase Agreement. We currently have authorized and available for issuance 2,000,000,000 shares of our common stock pursuant to our charter. The number of shares of our common stock ultimately offered for resale by Magna is dependent upon a number of factors, including the extent to which Magna converts the Convertible Note into shares of our common stock and the number of Shares we ultimately issue and sell to Magna under the Purchase Agreement.

The Total Commitment of $3,000,000 was determined based on numerous factors, including our estimated operating expenses for the next two years. While it is difficult to estimate the likelihood that we will need the full Total Commitment, we presently believe that we may need the full Total Commitment under the Purchase Agreement. "

The "assumed purchase price" just from when that was filed has ALREADY DROPPED SIGNIFICANTLY. If BHRT makes just one "draw" for just $500K, that would be 50 MILLION more shares = 50 + 50 = 100 MILLION shares of pure, low cost shares, raw dilution in a blink. Money that doesn't even cover their basic costs and expenses such as bonuses and salaries and accounts payable, etc. But will massively increase the O/S, diluted share count. They're gonna bump up against the billion share mark on this one, real quick IMO.

First thing to look for on the next 10-K filing IMO, beginning of next yr, is the fully diluted share count. That's what I'll be looking for- then cash left on hand, debt and current expenses.

"These are powerful statements"????

They are cut n paste, near verbatim of essentially every PR they put out like this. Just change the following and it's the same PR used over and over again:
1) Change the doctor(s) name
2) Look up the TOTAL population of some country and paste it in
3) Make a grandiose claim that the "we'll be working with the ministry of health" blah, blah, blah.
4) Change the percentage ownership from 10% to 49%, something in that range. See "Honduras" PR for another example.

Check out the ole South Africa PR, it's a verbatim cut n paste job of the Nigeria PR. Then, read the most recent 10-Q filing, only to find out the ole S. Africa "deal" was never really a "deal" apparently, even though the PR "claimed" it had already happened.

From S. Africa PR (remember, overlay it on the Nigeria PR and it's a straight cut n paste copy IMO) And, they even "claimed" to have a "grand opening" and "treated patients" in South Africa, until that pesky ole 10-Q filing came out and suddenly the "deal" and "partnership" apparently was never inked and was never actually a "deal" after all? Kinda funny and strange IMO how that's even possible?

http://www.marketwired.com/press-release/bioheart-announces-joint-venture-in-south-africa-otcbb-bhrt-1923668.htm

"Bioheart's partnership will establish a critical relationship with the South African government and the joint venture will work closely with the Ministry of Health to make Bioheart protocols part of the standard of care for patients in South Africa and neighboring countries. Bioheart will provide the necessary training and expertise to transfer Bioheart therapies to the new facility.
Bioheart will assume 49% ownership of the new entity. Dr. Walter Bell and his team will offer these therapies to the more than 51 million people living in South Africa as well as being a premier site for medical tourism."

SOUND FAMILIAR? "will work closely with the South African govt" blah, blah. And look at the number, 51 million, check the CIA or world factbook or U.N. or similar- it just happens to be every MAN, WOMAN, CHILD and INFANT known to exist as the population of South Africa, all going to be "reached" via a tiny "doctor's office" that a small building on some side-street on Google maps. Amazing.

http://finance.yahoo.com/news/bioheart-announces-grand-opening-facility-120000841.html

Wow, even a "grand opening" and all. But, but wait- what happened in reality when the ole 10-Q gets printed? Huh? What? No "deal" was ever inked, and no money changed hands? How can this be? What? Now I'm super confused?

Read the 10-Q that followed all that great and vast and vague sounding PR "claims" about ole South Africa and the 51 MILLION people to get ole BHRT "therapies" and the "government" supposedly involved and blah, blah, blah:

Latest 10-Q, PAGE 23:

"Joint Venture
We announced a joint venture in South Africa and the facilities called “South African Stem Cell Institute” were successfully opened in September, 2014 with the intention to retain a 49% ownership of the new entity. As of September 31, 2014, however, there was no formal legal entity established and no formal operating agreement for this joint venture. In additional the Company has not yet incurred any material expenses associated with this venture. Management has concluded that as of September 31, 2014 this announcement is not material to the Company’s financial statements."

WHAT? HUH? WAIT, HOW CAN THAT BE? No "formal agreement"? NO MONEY CHANGED HANDS? NOT "material" to the company? But the PR said HUGE, HUGE "deal" reaching 51 MILLION freaking people? What? Nothing really happened- as in they DO NOT "own 49%" of some "joint venture"?? Huh? How did they do a GRAND OPENING and "treat patients" but NO MONEY WAS SPENT and no "material" EVENT OCCURRED? How is that even possible? Was the PR all just hype then? Maybe? But that is NOT what the ole PR said? The PR didn't say they "intended", it said IT HAPPENED, ALREADY HAPPENED and was a DONE DEAL?

So now the 10-Q comes along and essentially says, "sorry"- we get a mulligan, a free re-do, a scratch that, IT NEVER HAPPENED? How does that "work"?

Am I surprised? Not one bit. What do I expect to ever come from the "Nigeria deal"? Nothing, like so many other "PR" vast and vague "claims".

My 2 cents. Due diligence. SEC filings versus "PR CLAIMS"- they often don't match up or the ole "PR" is never heard about or spoken about or ever mentioned again. That's been my experience with BHRT, vast "PR claims" and hype. I can sight easily 20 BHRT "PR" from "deals" to "experts teams" being "brought on-board" to claims of "huge financing" being "imminent" to "term sheets signed" etc that NEVER WERE HEARD FROM or ABOUT AGAIN. Easily 20, probably a lot more.

"FDA PhaseOne Completion PROVES OCAT is Real

IT PROVES IT ! "

Uh, what does to be "real" actually mean? Never heard of that as a scientific term?

Actually a very, very tiny phase 1 "proves" very little. It's the first micro step in a long, long, long process in which things are "proven" using the scientific method. Further, it's taken ACTC (OCAT) 20 yrs and over $300 MILLION in sunk capital just to complete that tiny, tiny phase I, resulting in a 5 cent stock and dilution out past 3 BILLION shares.

What does one suppose it will take now to get through the actual EXPENSIVE PARTS and most timely (as in YEARS) parts- the phase II and the mega expensive and year(s) long phase III portions (most drug/therapy costs and time are wracked up in the phase III portion, NOT the tiny phase I)

MOST drugs/therapies are going to fail, get tripped-up in the phase II, not the phase I, as "blinding" and the placebo arm comes into play, making it 100X more difficult to "prove" whatever one is trying to "claim" is their treatment or therapy.

Here is a link to a very recent problem big-pharma is facing, and it's the placebo effect, aka the common sugar pill or "sham treatment". Many, many drugs/therapies (one's that looked like a "sure thing", slam dunk "miracle" in phase I) are failing in the phase II because when up against the placebo, they can't show statistical improvements any better than the sugar pill or "sham" treatment (example would be saline water being injected into the eye, versus the stem cells).

Notice some of the "heavy hitters" that recently failed in phase II, one being a drug backed by the Michael J. Fox Foundation, aka a group with money that flows like water due to his celebrity status and fund raising abilities and connections to some of the wealthiest donors on planet earth and one that has attracted, literally, the finest scientific minds and best universities in this nation and across the world.

http://archive.wired.com/medtech/drugs/magazine/17-09/ff_placebo_effect?currentPage=all

Quoting from the article:

"Ultimately, Merck's foray into the antidepressant market failed. In subsequent tests, MK-869 turned out to be no more effective than a placebo. In the jargon of the industry, the trials crossed the futility boundary.
MK-869 wasn't the only highly anticipated medical breakthrough to be undone in recent years by the placebo effect. From 2001 to 2006, the percentage of new products cut from development after Phase II clinical trials, when drugs are first tested against placebo, rose by 20 percent. The failure rate in more extensive Phase III trials increased by 11 percent, mainly due to surprisingly poor showings against placebo. Despite historic levels of industry investment in R&D, the US Food and Drug Administration approved only 19 first-of-their-kind remedies in 2007—the fewest since 1983—and just 24 in 2008. Half of all drugs that fail in late-stage trials drop out of the pipeline due to their inability to beat sugar pills.
The upshot is fewer new medicines available to ailing patients and more financial woes for the beleaguered pharmaceutical industry. Last November, a new type of gene therapy for Parkinson's disease, championed by the Michael J. Fox Foundation, was abruptly withdrawn from Phase II trials after unexpectedly tanking against placebo. A stem-cell startup called Osiris Therapeutics got a drubbing on Wall Street in March, when it suspended trials of its pill for Crohn's disease, an intestinal ailment, citing an "unusually high" response to placebo. Two days later, Eli Lilly broke off testing of a much-touted new drug for schizophrenia when volunteers showed double the expected level of placebo response.
It's not only trials of new drugs that are crossing the futility boundary. Some products that have been on the market for decades, like Prozac, are faltering in more recent follow-up tests. In many cases, these are the compounds that, in the late '90s, made Big Pharma more profitable than Big Oil. But if these same drugs were vetted now, the FDA might not approve some of them. Two comprehensive analyses of antidepressant trials have uncovered a dramatic increase in placebo response since the 1980s. One estimated that the so-called effect size (a measure of statistical significance) in placebo groups had nearly doubled over that time."

There's a 1000 ways to get tripped up along the way folks, this is barely out of the starting gate via just beginning a phase II. High risk and will need boat loads of money (dilution) still.

Per Lanza's own statement, it also needs a lot of time, as in years- his own statement saying 2020 to commercialize which is totally in-line with needing about 2 yrs on a phase II and then 2 to 3 yrs more on the phase III and submission time and FDA review to even get a "shot" at a possible FDA approval. It's a long road no matter how one slices it IMO.

http://www.nbcnews.com/video/cnbc/32628345

"The BOTTOM is literally NOT $0 in any WAY"??

No, actually the bottom IS $0 in every way.

Right now it's only 1.2 CENTS to reach ZERO. The market cap is a paltry $7 million from zero, with over $10 million in debt stacked against it. Their cash is so low at any given time, that they literally pay common bills in shares of common stock (see any 10-Q or 10-K filing, including the most recent)

Sales do not = profit or even positive cash flow. Look at their last 10-Q. The net on sales was about 10%, resulting in revenue being eaten up in a huge cost of sales. Thus, sales made almost no difference to their teetering cash position and made no difference to debt. If they couldn't continually issue shares of stock like water- they'd of been lights out a long, long, long time ago. The more they issue stock and dilute though, the lower the price goes and the harder and harder it gets to raise even the tiniest pittance of cash each time. It's called a death spiral for a reason.

Further, the majority of the effects of any "revenue", which have been small- were 100% off-set as they handed out large cash bonuses and base pay increases to just 2 people, of a 4 person full time employee company. There's no clinical trials being funded or advancing- not by a long shot. Again, READ THE SEC FILINGS, the 10-Q'a and 10-K, it all their for anyone with an ability to read and understand them.

They're not "settling up" on any bills? READ THE last 10-Q. They're wracking up larger expenses- at a steep rate of increase. Their accounts payable expense line grew and their SG&A (sales, general and admin costs) line exploded upward, again, far negating the effects of any "revenue" or sales. It takes knowing how to READ and UNDERSTAND a SEC document such as a 10-Q. It's obvious.

What exact "therapies" are being referred to? Per their own SEC filings, they have no "therapies" that they can sell or promote for use in humans? So which specific, EXACT "therapies" would those be? EXACT?

Last 10-K, PAGE 39:
"We do not currently have product liability insurance because none of our product candidates has yet been approved for commercialization. While we plan to seek product liability insurance coverage if any of our product candidates are sold commercially, we cannot assure you that we will be able to obtain product liability insurance on commercially acceptable terms, if at all, or that we will be able to maintain such insurance at a reasonable cost or in sufficient amounts to protect against potential losses.

Claims may be made by consumers, healthcare providers, third party strategic collaborators or others selling our products if one of our products or product candidates causes, or appears to have caused, an injury. We may be subject to claims against us even if an alleged injury is due to the actions of others. For example, we rely on the expertise of physicians, nurses and other associated medical personnel to perform the medical procedures and processes related to our product candidates. If these medical personnel are not properly trained or are negligent in using our product candidates, the therapeutic effect of our product candidates may be diminished or the patient may suffer injury, which may subject us to liability. In addition, an injury resulting from the activities of our suppliers may serve as a basis for a claim against us.

We do not intend to promote, or to in any way support or encourage the promotion of, our product candidates for off-label or otherwise unapproved uses. However, if our product candidates are approved by the FDA or similar foreign regulatory authorities, we cannot prevent a physician from using them for any off-label applications. If injury to a patient results from such an inappropriate use, we may become involved in a product liability suit, which will likely be expensive to defend.

These liabilities could prevent or interfere with our clinical efforts, product development efforts and any subsequent product commercialization efforts, all of which could have a material adverse effect on our business."

What exactly are these "therapies"? EXACTLY what are they?

Or, same 10-K, PAGE 31:
"Our product candidates may never be commercialized due to unacceptable side effects and increased mortality that may be associated with such product candidates.

Possible side effects of our product candidates may be serious and life-threatening. A number of participants in our clinical trials of MyoCell have experienced serious adverse events potentially attributable to MyoCell, including six patient deaths and 18 patients experiencing irregular heartbeats. A serious adverse event is generally an event that results in significant medical consequences, such as hospitalization, disability or death, and must be reported to the FDA. The occurrence of any unacceptable serious adverse events during or after preclinical and clinical testing of our product candidates could temporarily delay or negate the possibility of regulatory approval of our product candidates and adversely affect our business. Both our trials and independent trials have reported the occurrence of irregular heartbeats in treated patients, a significant risk to patient safety. We and our competitors have also, at times, suspended trials studying the effects of myoblasts, at least temporarily, to assess the risk of irregular heartbeats, and it has been reported that one of our competitors studying the effect of myoblast implantation prematurely discontinued a study because of the high incidence of irregular heartbeats. While we believe irregular heartbeats may be manageable with the use of certain prophylactic measures including an ICD, and antiarrhythmic drug therapy, these risk management techniques may not prove to sufficiently reduce the risk of unacceptable side effects."

" We have not yet treated a sufficient number of patients to allow us to make a determination that serious unintended consequences will not occur.""

WHAT EXACT so called "therapies" are these again? Can they be listed by Bioheart product name please?

"Sometimes you have to rob Peter to pay Paul only to pay Peter back later."???

I've never once studied or even heard of this "business technique" known as "rob Peter to pay Paul to pay Peter back later"??

Can some major texts or publications or known business experts or quotes from successful CEO's or business consultants or accounting firms or any similar sources with links please be sighted? I'd love to read more about this fascinating, apparently "new" business technique- the robbing method apparently? Not familiar with it at all?

"My thoughts are that Magna bought $2.4m in Bioheart Stock at $0.0161 and the stock will neverrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr see $0.0161 again.. "

Looks like it may well neverrrrrr see .0161 on again, cause it's going to stay below that level, possibly forever now. Totally agree.

As per Magna buying $2.4m in Bioheart stock at any price- it never happened. BHRT filed an S1/A to the preliminary registration statement- and the entire Manga "credit line" has been delayed. They were neverrrrrr going to buy $2.4 million worth of BHRT stock anyway, so it's kind of a moot point.

http://ih.advfn.com/p.php?pid=nmona&article=64781134

Magna credit line is not active yet, shares have not been successfully registered with SEC yet. But again, it's not going to amount to anywhere near $2.4 million in cash to BHRT, especially given the continually sinking share price.

"Was at .08 this year. Looking good in my opinion."??

An 8 or 9 month 80% or 85% WIPE OUT LOSS to common is "looking good"??

Man, I wonder what a real winner stock looks like?

This thing is on life support right here. Even with massive, massive dilution (as in more than a doubling of the O/S share count in less than a yr) the market cap is breaking under a lousy $7 mil. Their cash position is past desperate by any generally accepted accounting practices or business metrics I'd be familiar with? $46K cash left as of last SEC filing against about $4 MILLION in just short term obligations, $2 million plus of that being just accounts payable- meaning creditors/vendors who typically want their money in 30 days, maybe 45 days tops or they're gonna wanna haul you into court to collect on a bad debt?

If this is "looking good", I'd love to see a stock that looks "bad"??

Fascinating to say the least, IMO.

Another "PR" and it didn't even move the needle.

It traded barely about 464K x .0123 = $5,700. Just over $5 grand for the entire day. It flat-lined out several times today for long periods, one hour or more where not a single traded crossed the tape. The last trade of the day was at 2:42 Eastern, over 1 hour before market close. It just sat, flat from that time until close.

Even at this low, low bid it can't seem to attract any real buying or volume. The only high volume days of the past month or more are when it's selling off hard to the down side (the 11% or more drops, in a blink days). And no buying pressure for the most part, it's just languishing near the low bid and the market cap is now barely at $7 mil.

It just seems to have "PR fatigue" IMO. They just can't seem to overcome the massive, low price share over-hang and huge down pressure effects of all the convertible debt deals.

Further, the PR just doesn't seem to resonate anymore IMO, as it's just so far off-topic from their original mission to be a heart solutions company running FDA level clinical trials- which is just not happening anymore, and doesn't even seem to be the focus anymore.

I don't see anything breaking or reversing this major down-trend here. I'd not be surprised one bit to see this go sub 1 CENT in the near future. One big boy unloading some convertible debt shares, any selling of "size" and there appears to be little to no buying interest that could suck up any amount of shares on the sell-side to any degree.

Add in their precarious cash situation, and it's real, real weak in here IMO.

"That couldn't have been any more inaccurate lol."

Looks like the real "LOL" is the share price and market cap. It's way past "LOL", it's a joke and the market is speaking loud and clear, LOL. A 80% plus loss in about 8 months, LOL.

A 99.8% total loss to common shares since their IPO date, LOL. A 98% loss to common shares just since the present CEO took over in 2010, LOL. Massive dilution since 2010, going from then about 29 MILLION shares O/S in 2010 to now over 650 MILLION plus, fully diluted shares outstanding, even as the price and market cap have sunk like a lead boat anchor, LOL !!!

Looks like another "IT'S BIG" supposed "PR" that just got the giant, "PASS, NOT BUYING IT" from the free market place, LOL.

A sub $7 MILLION dollar market cap with debts exceeding $10 MILLION, LOL.

Finishing last qtr with $46K total cash, against $2 MILLION plus in just accounts payable and another $2.4 MILLION more in "related party advances", LOL.

Sounds like teetering on insolvency to me, LOL.

Needing to tap the street's desperation, pay-day loan firm Manga, for a lousy $200K convertible debt note, at some of the worst terms one can get, LOL.

The Magna "credit line" not even funding or being SEC approved on the share registration as pointed out in the latest SEC filing, LOL.

Yep, it's just one big LOL fest with this company, LOL. Australia and Nigeria in the same week, to me, LOL. Sounds like they needed some "PR" about something, to try and "goose" the ever sinking share price, LOL. But the ole market doesn't seem too interested IMO, LOL.

Another "PR", market just sucking it up looks like.

PARKED solid, at .0122 ?? Not budging off the bottom of the major downtrend.
The "it's BIG" claim, yet it hasn't budged in price and has traded about a grand total of $3K bucks so far. Wow. Must be really "big"? Yep.

How would all these "PR" ever even be monetized or ever amount to anything? Is this a clinical trial, seeking an FDA approved product company anymore? It doesn't appear to be the case IMO.

They're so scatter-shot now and cash poor, what's this ever going to amount to- all this supposed "global" whatever? How can 4 full time people be supposedly doing all this in all these countries- and supposedly reaching 10's if not 100's of MILLIONS with "therapies" that don't even exist or aren't even proven safe yet (according to their own SEC filings, and very specific language therein)? I'd bet if I add up all the "millions" quoted in all these "PRs'" that ole BHRT is supposedly reaching to provide some unknown, vague "therapies", with 4 full time people, in a tiny rented office "suite" in Florida, I'd bet the "claim" adds up that they are supposedly "reaching" over half a BILLION people with supposed stem cell "therapies" that no one can even define or explain what they are or how they work and how they're even safe for use in humans.

Another day, another "PR" IMO. Won't amount to a hill of beans or ever be mentioned or spoken about later in any SEC filing later on, IMO. That's what I've seen every single time with these vast and vague PR "claims". They "claimed" years ago, under a different CEO to be "in the Middle East" and what did it ever amount to? Nothing, that's what.

Same old, same old story IMO. The share price and market cap reflect the reality of what the markets think about all this. Also, where's all the big investment money beating a path to their door? They are relying on Magna for a convertible debt, toxic note for $200K lousy dollars and have yet to even close the Magna "credit line". They have a market cap under $7 million now and no one has stepped up to even buy um out? Why? Why would that be? It's noise level money- and yet little to no demand to buy their public traded shares and no "big money" even interested in partnering or buying um out? Why?

"Australia! "

Wow.

What's their business model again? Will they ever conduct another, legit, FDA level HEART trial, as in BioHEART, ever again?

Nice PR again IMO, in which by some amazing force, a few "doctors" being "trained" in who knows what, are going to "reach the entire population" of the continent of Australia, all 23 plus million or whatever that PR says and "treat" them for who knows what maladies, using who knows what form of unproven "stem cell" whatever? Sure. Right. Sounds good to me.

And how exactly does Bioheart monetize this long term or make any money off it? What's the grand plan here?

From their last filed 10-K, PAGE 1:
"We have also initiated the MIRROR trial, which is a Phase III, double-blind placebo controlled study for centers outside the US. The SEISMIC, MYOHEART,MARVEL and MIRROR Trials have been designed to test the safety and efficacy of MyoCell in treating patients with severe, chronic damage to the heart. Upon regulatory approval of MyoCell, we intend to generate revenue in the United States from the sale of MyoCell cell-culturing services for treatment of patients by qualified physicians.

We received approval from the FDA in July of 2009 to conduct a Phase I safety study on 15 patients of a combined therapy (Myocell with SDF-1), which we believe was the first approval of a study combining gene and cell therapies. We initially commenced work on this study, called the REGEN Trial, during the first quarter of 2010. We suspended activity on the trial in 2010 while seeking additional funding necessary to conduct the trial.

We are seeking to secure sufficient funds to reinitiate enrollment in the MARVEL and REGEN trials. If we successfully secure such funds, we intend to re-engage a contract research organization, or CRO, investigators and certain suppliers to advance such trials.
"

FIVE YEARS OLD on their supposed "key" trials- and still parked, going nowhere. That data and those trials are now so old, who knows if they would even be valid anymore if "re-started" (which I don't expect to ever happen again, not with a sub $8 million market cap and no cash and off dinking around in Australia or wherever)

Same 10-K, PAGE 31:
"Our product candidates may never be commercialized due to unacceptable side effects and increased mortality that may be associated with such product candidates.

Possible side effects of our product candidates may be serious and life-threatening. A number of participants in our clinical trials of MyoCell have experienced serious adverse events potentially attributable to MyoCell, including six patient deaths and 18 patients experiencing irregular heartbeats. A serious adverse event is generally an event that results in significant medical consequences, such as hospitalization, disability or death, and must be reported to the FDA. The occurrence of any unacceptable serious adverse events during or after preclinical and clinical testing of our product candidates could temporarily delay or negate the possibility of regulatory approval of our product candidates and adversely affect our business. Both our trials and independent trials have reported the occurrence of irregular heartbeats in treated patients, a significant risk to patient safety. We and our competitors have also, at times, suspended trials studying the effects of myoblasts, at least temporarily, to assess the risk of irregular heartbeats, and it has been reported that one of our competitors studying the effect of myoblast implantation prematurely discontinued a study because of the high incidence of irregular heartbeats. While we believe irregular heartbeats may be manageable with the use of certain prophylactic measures including an ICD, and antiarrhythmic drug therapy, these risk management techniques may not prove to sufficiently reduce the risk of unacceptable side effects.

Although our early results suggest that patients treated with MyoCell do not face materially different health risks than heart failure patients with similar levels of damage to the heart who have not been treated with MyoCell, we are still in the process of seeking to demonstrate that our product candidates do not pose unacceptable health risks. We have not yet treated a sufficient number of patients to allow us to make a determination that serious unintended consequences will not occur."

Same 10-K, PAGE 39:
"
We do not currently have product liability insurance because none of our product candidates has yet been approved for commercialization. While we plan to seek product liability insurance coverage if any of our product candidates are sold commercially, we cannot assure you that we will be able to obtain product liability insurance on commercially acceptable terms, if at all, or that we will be able to maintain such insurance at a reasonable cost or in sufficient amounts to protect against potential losses.

Claims may be made by consumers, healthcare providers, third party strategic collaborators or others selling our products if one of our products or product candidates causes, or appears to have caused, an injury. We may be subject to claims against us even if an alleged injury is due to the actions of others. For example, we rely on the expertise of physicians, nurses and other associated medical personnel to perform the medical procedures and processes related to our product candidates. If these medical personnel are not properly trained or are negligent in using our product candidates, the therapeutic effect of our product candidates may be diminished or the patient may suffer injury, which may subject us to liability. In addition, an injury resulting from the activities of our suppliers may serve as a basis for a claim against us.

We do not intend to promote, or to in any way support or encourage the promotion of, our product candidates for off-label or otherwise unapproved uses. However, if our product candidates are approved by the FDA or similar foreign regulatory authorities, we cannot prevent a physician from using them for any off-label applications. If injury to a patient results from such an inappropriate use, we may become involved in a product liability suit, which will likely be expensive to defend.

These liabilities could prevent or interfere with our clinical efforts, product development efforts and any subsequent product commercialization efforts, all of which could have a material adverse effect on our business."

So what exact BHRT "products" or "therapies" exactly are they "teaching" and "selling" down in ole Australia and all these supposed other places like Nigeria, etc? Cause their SEC filings say they don't have any "products/therapies" yet proven safe for use on humans?

I find it all very confusing, IMO? I mean they say they'll never promote the use of their "candidate" products/therapies (off label especially) until they pass regulatory authority approval, yet all this PR says that's exactly what they are doing? What am I missing here?

"Alot of buying at 6.90 on the chart"??

How exactly does a chart show "buying", specifically??

The stock has spent a whole lot more time near the $6.50 range, or below it, than it ever did at $6.90 by viewing that chart.

The stock is trading down today, solid red, at about $6.60 when the markets are up big. Doubt and uncertainty. Not good.

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

And it's ON THE OTC where it's always been and never left.

"Can someone kindly explain wtf is going on here? "

Well, it appears to me that OCAT ROYALLY "screwed the pooch" as ole Chuck Yeager used to say. I think Sr. mgt botched or balked at the low price/low demand on the secondary- resulting in the "up-list" spinning out of control, resulting in a mass train wreck/mess since Friday Dec 12th in which the stock has never really quoted correctly or traded totally correctly since.

They then had to spend several days in the FINRA "daily list" be "re-instated" to OTC, because they'd created a mess of confusion that they were NASDAQ when they never were.

Look at today: there are still first-hand testimonies on this board of people getting bad quotes in their brokerage accounts, bad and confusing and incorrect info via even brokerage phone support, and still being unable to properly, and in a timely manner execute buy or sell orders as the price is dropping, etc.

The Friday, AFTER MARKET CLOSE, filing with the SEC of the 8-K, with the ole "we're still on the OTC" and we're "in dialogue" with NASDAQ was a fancy, color filled slide, very long winded way IMO to try and cover their behinds legally with the SEC and FINRA by getting it out public that they are OTC and will be OTC into 2015 and that the secondary never priced, placed or sold and will also, at best, slide into Q-1 2015. Q-1, 2015 covers any date from Jan 1 2015, to March 31st 2015.

They boned this up about as bad as could be IMO. Talk about inserting doubt and uncertainty to close out one's "big" year?? Massive fail in the execution department to me. Wonder what their Christmas bonuses look like? Several objective posts earlier and on the weekend called it IMO- it's "dead money" for now, most likely going to get a "hair cut" as nothing a market hates more than poor execution, doubt and uncertianty- and OCAT just served it up all three on a silver platter.

My 2 cents.

"From Icell: Could this be real?"

Here is THEE OTC market place itself and thee FINRA site itself- and OCAT is as OTC as it gets. (DOWN, SOLID RED, -5% plus by the way), so no it's not "real".

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

http://otce.finra.org/DailyList

Why icell is ever referenced or quoted is beyond me??

If one wants pure, grade-A, 100% incorrect and wrong information, about 98% of the time- then icell is the place to get it daily, IMO.

There are more posts over there that are so far lost, so clueless, so full of hype or lacking in total financial or market literacy than probably any other source I know of.

Never get information, especially when it involves money and stocks, from a site where the ones posting are literally blind (an OCAT reference) and in love with the stock and a particular person in one company.

I can go back and scrape every wrong "prediction" off of icell and it would fill a small phone book. If I listed all the correct "predictions" or hype and price-targets or anything else that ever even remotely came true- i'd be lucky to fill the top line on an small piece of paper.

Most, probably all the stocks listed on icell, nearly all are
1) All Penny stocks languishing at the bottom of the market place, many with 2 or 3 zeroes after the decimal place, or "maybe" in the literal 1 cent range.
2) A large number of the companies pitched, still listed under "comapanies" on icell are now literally BK, defunct and gone, forever.
3) icell has several people, well known, who take positions in a penny stock and then run email blast and other P&D campaigns. Trying to pitch and promote their own position (of which they're still wrong most of the time).

Last place I'd ever go for information about putting money at risk, IMO. There's only a few "members" left there anyway, so it's all the same 8 or 10 people just blathering back n forth to each other, pitching their own fantasies to each other all day.

Many, many have left that site and even set up their own discussion boards on Google and similar where they openly discuss how they'd get massive beratings and beat-downs for even daring to question a company or a particular post by one of the "founders" (whatever they call themselves) or one of the email promo campaigns. They copy the screaming, ranting, emails they got, verbatim- and it's some of the best entertainment on the web IMHO. For stock info, I'd rather talk to the pool man or dudes down at the local horse track or my local barber and get stock tips.

"Several well respected stock sites"???

Well, when they list the CEO as "GARY RABIN" I'm not so sure about the "respected" part??

It's a generic template page. A place holder, as generic as it gets. It essentially doesn't mean anything. Those kind of generic pages are "scraped" and built by auto-bot software programs. It's obvious a human hasn't even reviewed it for basic accuracy. "respected"??? Not when they can't even list the current CEO correctly.

Company Name OCATA THERAPEUTICS, INC.
Company Address 33 LOCKE DRIVE
MARLBOROUGH, MA 01752
Company Phone 508-756-1212
Company Website www.ocata.com
CEO Gary Rabin
Employees (as of 9/30/2014) 36
State of Inc DE
Fiscal Year End 12/31

"burn rate". Well it's always tough to pin it down to the exact dollar. But one can usually guesstimate pretty close using the SEC filings.

The prelim prospectus, PAGE S-14, lists the loss from operations for many yrs going back (adjusted for their past accounting error problems) and loss from operations IMO is a pretty good indicator of "real" cash being consumed (meaning not "accounting" based losses like accrual or deprecation and other "fictional" effected stuff due to the oddities of accounting. Operation losses are pretty close to real cash being consumed to run the actual biz, day to day).

Page S-14 shows the following table entries for loss from operations (parenthesis in accounting = loss or a negative number)

PAGE S-14, LOSS FROM OPERATIONS
2014 (28,115,787)

2013 (29,707,907)

2012 (25,242,751)

So there it looks pretty consistent that they're using cash/taking operational losses in the 28 million / 12 = $2.33 million per month range, approx. there about. Thus, in a 3 month qtr, they'd consume about $7 million in cash minimum, as a guesstimate. There was some spending entries in there for litigation costs which will eventually be paid off in full, but they will be off-set by any increases in phase II and new trial spending so their cash use is only going up IMO, not down by a long shot.

And that number is going to skyrocket way above that, per their own commentary, the instant they ramp seriously into a phase II size study and all the spending that goes with it. It'll blow those present numbers off the charts.

From their last filed 10-Q, PAGE 6:
Net cash used in operating activities (another good place to check)

For the nine months ended Sept. 30th, 2014 (16,563,159)
For the nine months ended Sept. 30th 2013 (17,410,745)

So that would be approx. 17.0 mil / 9 = $1.88 million
(the difference to operational loss, again has to due with a bit of accounting and where things are booked, entered, etc)

So, a guesstimate between those two entries puts it at about:
$1.88 million to $2.3 million per month.

Nice round, safe guess is about $2 MILLION A MONTH cash being consumed in my book. Or about $6 million per 3 month qtr. That's what it takes to keep the doors open, lights on and conduct day to day biz as they've been doing to this point- w/o layoffs or cost cutting, etc

Again, that rate is gonna get blown off the charts, IMO, the instant they ramp seriously into phase II spending of any kind. Thus, the reason they want/must raise some serious coin via a secondary. They're gonna tap-out the Lincoln line in less than 9 months, easy. Probably tap it out in 6 months if phase II spending even begins to get underway to any serious degree.

They need cash, and lots of it, continually.

"I read that 32 million shares have been fully diluted and the company is debt free.

I can not find what others are writing about in this filling, In regards to a delay of the up listing pushed to the 7th of January
2015. "

1) Well, actually it says 35 (THIRTY FIVE) Million shares "fully diluted" which is nothing new as it was the same number as the NOVEMBER 10-Q filing stated, almost 2 months ago now. (see PAGE 1, last 10-Q filing, uploaded to the SEC, EDGAR database on Nov 4th, 2014)

2) NOWHERE is it stated in that 8-K filing that they will "uplist" on Jan 7th of 2015??? It states clearly they trade on the OTC. It only stated they are in "active dialogue with the NASDAQ". Thus, it makes no definitive declaration that an "uplisting" to the NASDAQ is even a certainty or guaranteed or that they even qualify to "uplist" at this point in time. "uplisting" the shares from the OTC to the lowest tier NASDAQ have ZERO to do with a statement of how many shares are presently O/S or that they are "fully diluted"- there is no connection between one event and the other statement?

3) The cash balance listed on that power point slide is stated/dated as of Sept 30th, 2014 as $7.8 million. That date today is now almost 3 months PAST, as in DATED, OLD information. They'll have significantly LESS CASH than that number today, as of DEC 21st, 2014 just via paying their day to day cash "burn rate" usage, and monthly bills, accounts payable, etc. They will either be tapping their Lincoln credit line facility since Sept. 30th, or they will be BK BROKE and out of business very soon, as $7.8 million won't last um much longer than 3 months, not even close.

4) Anywhere that 8-K filing refers to Q-1, 2015 means a date of anywhere from Jan, 1 2015 to as late as March 31st, 2015, as that is what is the period known as "Q-1", the THREE MONTH period called the first quarter of their fiscal year.

5) They DID NOT successfully place any 10 MILLION share secondary offering yet, and thus did not raise the associated cash they were seeking- thus NO ONE familiar with the company and its PRIOR SEC FILINGS, as in OLD NEWS would expect anything other than 35 MILLION SHARES to be O/S and "fully diluted" (unless someone does not know what "fully diluted" shares even means, perhaps????)


There is no NEW information on the power point slide being referenced, other than they are in "dialogue with the NASDAQ" (meaning an "up-list" is anything but a certainty, and is presently only a possibility), anything else on that slide is old info and could have been found on NOVEMBER 4th, about 1.5 months ago in the last SEC, 10-Q filing. So it appears some must not READ nor UNDERSTAND VERY IMPORTANT SEC filings such as a quarterly 10-Q filing.

"IF" (it's not a certainty) but IF and when the company places the 10 MILLION share secondary offering for which they filed a PRELIMINARY PROSPECTUS with the SEC- IF they place, price and SELL that secondary to the underwriters, then the FULLY DILUTED SHARES WILL INCREASE SIGNIFICANTLY, in an instant, in a single day, to a new FULLY DILUTED SHARE COUNT of approx. 45 MILLION shares O/S as stated in the prospectus, page S-6:

"Common stock to be outstanding following this offering

44,612,718 shares (or 46,112,718 shares if the underwriters exercise their option to purchase additional shares in full)."

http://www.sec.gov/Archives/edgar/data/1140098/000104746914009660/a2222363z424b5.htm

There is NO "news" or nothing "new" or nothing of particular significance (other than perhaps the NASDAQ "up listing" being a total uncertainty at this point, as they are merely "in dialogue with the NASDAQ, but most already knew that no "up list" was ever guaranteed) nothing "new" in a single page of an 8-K power point slide that keeps getting referenced and referred to over and over and over again?

"I read fully diluted and debt free unless those words mean something els. "

Yes, the O/S share count as of today are "fully diluted". What else would they be, unless there we underlying un-accounted derivatives or similar? There is nothing magic or anything about the words "fully diluted"? It means the shares are fully sold, liquid, and in the free trading market. Meaning they are not obligated via derivatives, or tied up in some convertible debt future obligation or any other number of possible scenarios. They're all accounted for and sold in the market. Big deal?

That present share count of approx. 34, 35 million shares was "fully diluted" and already known in Nov, 2014 at the filing of the last 10-Q filing. The share count is approv. 35 million shares today, "fully diluted", which means nothing new?

They have not sold or placed so much as ONE SHARE of the 10 million share secondary offering. When and "if" that secondary places, the common shares will be INSTANTLY diluted by approx. 30%, adding 10 million additional shares to common and bringing the new share count to approx. 45 million and not the present "fully diluted" 35 million.

There is no "magic" or even importance to the words "fully diluted"? It's in every 10-Q filing and 10-K filing. They also had no "debt" as of the prior 10-Q filing back in Nov., so again, it's nothing "new" to anyone who's read their SEC filings. It's just a fluff line in that 8-K, a repeat of their 10-Q filing info that's almost 2 months old now.

From the most recent 10-Q from NOVEMBER (old info):

PAGE 1:
"Outstanding at November 4, 2014:
Common Stock, $0.001 par value per share, 34,393,658 shares"

From the prelim prospectus, regarding the 10 MILLION (dilutive) proposed secondary share offering: PAGE S-6:
"
Common stock to be outstanding following this offering

44,612,718 shares (or 46,112,718 shares if the underwriters exercise their option to purchase additional shares in full)."

Meaning, "if" and when they can price and place and sell that secondary, there will be 30% NEW DILUTION and it will be instant. In return, OCAT will get funding, $50 million or whatever the case may be, depending on what they can net on the deal.

So what is the point? What is the "must read"? It's old information, already known in their SEC filings.

"This offering was fully subscribed a long time ago."???

The ONLY way anyone can, or could possibly know that would be via 100% insider trading information.

The duly filed prospectus as shown on the United States govt. SEC site is still PRELIMINARY and is BLANK in EVERY key field- including pricing.

There is not a single shred of evidence anywhere that shows it to be "fully subscribed"?? None.

http://www.sec.gov/Archives/edgar/data/1140098/000104746914009660/a2222363z424b5.htm

Sure looks BLANK in every key field and PRELIMINARY to me? There's no "fully subscribed"? Nowhere, is there on iota of proof of that being true.

"Gordie Howe's" ANECDOTE and understanding the placebo effect is crucial to people understanding how far a company such as OCAT has to go for even a remote shot at an FDA approval:

http://archive.wired.com/medtech/drugs/magazine/17-09/ff_placebo_effect?currentPage=all

Quoting from the article:

"Ultimately, Merck's foray into the antidepressant market failed. In subsequent tests, MK-869 turned out to be no more effective than a placebo. In the jargon of the industry, the trials crossed the futility boundary.
MK-869 wasn't the only highly anticipated medical breakthrough to be undone in recent years by the placebo effect. From 2001 to 2006, the percentage of new products cut from development after Phase II clinical trials, when drugs are first tested against placebo, rose by 20 percent. The failure rate in more extensive Phase III trials increased by 11 percent, mainly due to surprisingly poor showings against placebo. Despite historic levels of industry investment in R&D, the US Food and Drug Administration approved only 19 first-of-their-kind remedies in 2007—the fewest since 1983—and just 24 in 2008. Half of all drugs that fail in late-stage trials drop out of the pipeline due to their inability to beat sugar pills.
The upshot is fewer new medicines available to ailing patients and more financial woes for the beleaguered pharmaceutical industry. Last November, a new type of gene therapy for Parkinson's disease, championed by the Michael J. Fox Foundation, was abruptly withdrawn from Phase II trials after unexpectedly tanking against placebo. A stem-cell startup called Osiris Therapeutics got a drubbing on Wall Street in March, when it suspended trials of its pill for Crohn's disease, an intestinal ailment, citing an "unusually high" response to placebo. Two days later, Eli Lilly broke off testing of a much-touted new drug for schizophrenia when volunteers showed double the expected level of placebo response.
It's not only trials of new drugs that are crossing the futility boundary. Some products that have been on the market for decades, like Prozac, are faltering in more recent follow-up tests. In many cases, these are the compounds that, in the late '90s, made Big Pharma more profitable than Big Oil. But if these same drugs were vetted now, the FDA might not approve some of them. Two comprehensive analyses of antidepressant trials have uncovered a dramatic increase in placebo response since the 1980s. One estimated that the so-called effect size (a measure of statistical significance) in placebo groups had nearly doubled over that time."

There's a 1000 ways to get tripped up along the way folks, this is barely out of the starting gate via just beginning a phase II. High risk and will need boat loads of money (dilution) still. It's a long road no matter how one slices it IMO.

"Hockey legend Howe" is what's known as an "anecdote". It means ZERO in terms of actual science.

1) People who take a baby aspirin after a stroke often show "improvement".

2) No one knows if ole "Gordie" would be the same or the self reported, vaguely described "better" if he'd done nothing, received no "treatment", etc.

3) Also, one does not know what other medications and physical therapy he's receiving,etc The family's self report is loaded with vague terms like, "We really SEEMS to be improving" and "We THINK he looks a lot better" etc.

The hardest thing in the world to beat is a sugar pill placebo. It's been proven beyond all doubt, using large scale data meta analysis, that most drugs/therapies can't beat the ole sugar pill, even after Ba $BILLION are spent to develop said drug. It's confounded the best minds in the pharma and bio-tech biz for yrs. The mind is an amazingly powerful things, as is the body- no one is even remotely clear to scratching the surface at understanding it. The human brain is truly the last great frontier in the universe and will probably never be cracked or fully understood.

Great article explaining the "placebo effect"- one of the greatest mysteries in all of medicine. The FDA doesn't use a phase I, II, III "blinded" format for nothing. It's cause they know the simple fact that a sugar pill is often the "best medicine" available.

http://www.nbcnews.com/video/cnbc/32628345

http://archive.wired.com/medtech/drugs/magazine/17-09/ff_placebo_effect?currentPage=all

"The last time there was a shareholders meeting was 2008."??

Then they would have been out of compliance with the SEC and probably Florida corporate laws?

An annual shareholder meeting for a public traded company is a requirement and is typically in their by-laws. Just cause they don't announce it to the public doesn't mean one didn't take place.

One better hope they've been holding an annual corporate meeting- or that's a problem IMO. If they haven't, then how is this public traded company properly managed and in compliance with SEC and other rules?

So it's safe to say they're ending 2014 NEAR CASH BROKE, whooo hooo. As they never successfully placed or sold the ole $60 million (which it won't be anywhere near to netting um $60 million, IMO) ole secondary they were pitching.

Thus, they start 2015 CASH LOW and with nowhere near the money needed to fund even the start, the down payment, on a serious phase II trial, let alone 2 or more phase I/II trials. Whoooo hoooo.

So it's just another OCAT, giant block of uncertainty; aka par for their 15 plus year course.

They begin 2015 as an OTC traded stock, with $7.x million in the bank against just short term expenses exceeding $3 or $4 million (see latest 10-Q accounts payable and expense line entries) expenses and a cash burn rate that will consume that $7.x mil in about a cool month. Whooo hoooo. Looking good.

Brilliant way, IMO, to close out your "big year" after all the PR fluff n hype. Main message, end of year: we're ON HOLD and loaded with UNCERTAINTY and the "plan" did not execute as originally stated.

Whoooo hoooo. Great. Nice. Fantastic.

SECONDARY NEVER PRICED, NEVER SOLD, NO 10 MILLION share DILTION in 2014, whhooo hooo, "Joey"

NO catch. There never was any new or major "dilution" to "complete" in 2014, other than the on-going Lincoln dilution. So it's a pure fluff statement on a power point slide. It means really nothing. Whooo whooo, big deal.

The analysis and downgrade was about as SPOT ON CORRECT as it gets IMO.

The company has balked and delayed. They had a horrible week of mass confusion involving a literal block-out of retail shareholders for several days from accurate and timely quotes and ability to buy and sell (Friday the 12th being a total train wreck) and inter-mixed with that was a total mis-quote indicating they were NASDAQ listed (inluding their own corporate website saying NasdaqCM) the "up-list" which never occurred and resulted in FINRA requiring several days of them needing to occur on the "daily listing" to show they were OTC "re-instated" as no NASDAQ so called "uplist" ever occurred. Yet, accurate and timely quotes and broker confusion (E-trade, Fidelity, TD and others per many, many testimonies in writing on this forum alone, as well as, other places) and mis-information appeared to continue through the week.

Also, the analysts was spot-on correct that all indications show that the secondary offering most likely had pricing power issues and low demand problems. NO ONE delays putting money in the bank, money they desperately need. If they had a good price and good demand they'd never pull and wait on an offering IMO. One always strikes when the iron is hot and ready, NEVER waiting unless there's earth shattering good reason. Next week, war could break out or a main bank could collapse in some country on the other side of the world and tank the markets in a blink. Thus companies never delay if the chance is there and ready. It's like a wheat farmer when the wheat is ready to cut. ONE storm, one thunderstorm can flatten and destroy an entire crop in the ground and lead to huge losses (they pay big bucks now days for crop insurance)- thus, when that wheat is ready to cut and harvest- they work nearly round the clock, with lights on their combines so they can cut into the middle of the night, to get that crop and money out of the ground ASAP and secured in a silo where it is MONEY IN THE BANK, ready to go to market.

No company IMO, one who's cash low, would sit and park a secondary on hold when they could have sold it. It indicates a problem. The major train wreck of not up-listing and all the mass confusion stating they did, they didn't, their stock not properly quoting, to me IMO, just affirms that they yanked the plug very last minute.

The price would be more than likely steeply discounted because of the risk associated with this company and it's just recent, fairly tainted past- thus they probably got the share price number from the underwriters and balked and panicked a bit and everything went into chaos for several days.

This analysis/downgrade essentially describes that exact scenario and I'd made similar statements earlier in the week that my personal feelings were very close to that- the minute this thing swung into chaos on Friday the 12th and then continuing into Monday and Tues and really all of last week. To me it was the "smell test" that the secondary was having problems.

Doubt and uncertainty a market does not a liketh. OCAT just hung out a big, delay, doubt, and uncertainty sign IMO. Everything just got shoved into Q-1 2015, which means possibly all the way to March 31, 2015.

IMO, that 8-K was a fancy, color slide filled way of saying, "WE DID NOT, never did "up-list" in 2014" and that was/is the "material event" and was needed to clarify all the mis-quotes and brokerage issues, etc in the prior week. Rather than issuing PR and a SEC dislosure, they put out a long winded, color slide version of an 8-K to sorta "muddy" it up a bit, but make the msg SEC official that everything is on-hold, at least into Q-1 2015; and see ya next year, to paraphrase.

My 2 cents on the past 2 weeks. I think the "downgrade", whatever one wants to call it, summarized the reality of the situation succinctly and nailed the key points. Namely: delay, doubt and uncertainty which typically will have a negative down pressure on share price.

" the current 8-k that states the dilution has completed the company has 0 debt. "?????

What "dilution has completed"???

What does that even mean? The share count in that 8-K is exactly where it was since their last 10-Q filing and they had no "debt" as of the last 10-Q filing. There's nothing new being stated there?

The "secondary" HAS NOT been priced or sold if that's the "dilution" being confused here? OCAT to date has not diluted so much as ONE SHARE of the 10 MILLION being offered and has not received so much as ONE CENT from that PRELIMINARY prospectus or offering as:
1) The shares have not even been priced yet
2) NOT ONE share has been bought or purchased by the underwriters yet?

What "dilution completed" has occurred?

"Annual shareholders meeting"???

The retail shareholders of this stock have NO vote, so what difference does it make? The insiders, a long, long time ago - "stacked" their votes to insure that any "little people" have no voting power or ability to control anything at this company. Their meeting is for themselves and their own self votes anyway. So what difference does it make?

Northstar LLC, who is one in the same essentially with the BOD, gets 25 votes each on their 20 MILLION preferred shares, so that right there is 500 million votes and pretty much shuts-out the voting power of anyone else.

Shareholder meeting with BHRT = a simple formality. They will self vote and approve for themselves anything they want. The voice of any common shareholders means nothing to the insiders of this company. Simple as that.

They've always just keep increasing their own insider shares issued to themselves and modifying the voting power of the preferred to insure they always control all share voting power. It's classic penny-ville, OTC stuff.

Look at the PROXY for when they increased the A/S to 2 BILLION, it said right in that document: We don't need your vote, nor do we even want your vote....end of story.

From 8-K filing of Dec 31, 2013:
"Company amended its Articles of Incorporation to modify the voting rights of the Series A Convertible Preferred Stock from 20 votes per share on matters to be voted on by the common stock holders to 25 votes per share on matters to be voted on by the common stock holders."

From 14C filing of April, 2014:
"representing 597,553,092 voting capital shares (including 20,000,000 preferred shares that have 25 for 1 voting rights or 500,000,000 voting shares) (62% of the Company’s issued and outstanding voting stock as of the Record Date)"

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

AND
"Management and one non-solicited shareholder, representing 597,553,092 voting capital shares (including 20,000,000 preferred shares that have 25 for 1 voting rights or 500,000,000 voting shares) (62% of the Company’s issued and outstanding voting stock as of the record date) executed a written consent approving the action."

AND
"The increase in the authorized shares described in the accompanying Information Statement has been duly authorized and approved by the written consent of the holders of a majority of the voting capital shares of the Company’s issued and outstanding voting securities, your vote or consent is not requested or required. The accompanying Information Statement is provided solely for your information. "

Nice n tidy. WE don't need your vote, nor do we want or "request" your vote or even care about your vote or "consent". Have a nice day !!

Common shareholders don't amount to a hill of beans at some "Annual shareholder meeting" at this company. Nothing but a technicality to meet and stay within corporate and SEC rules and to SELF VOTE whatever they want and/or need.

Wrong. There is NO "lock up period" to the secondary?

"The 10 million share offering has a 180 day lockup period"

Where in the prospectus (exact page number and text) is that stated?

Also stated was "So this dilution talk is nonsense. "???

Really? The REALITY is pure, 30%, RAW DILUTION. The INSTANT that secondary is placed and sold, IF they can get it placed and sold, the O/S count will INSTANTLY go from 35 MILLION shares or whatever the exact number is, to 45 MILLION, in the blink of an eye. And EVERY LAST ONE of those common shares will be free trading and hitting the market as straight-up, high grade DILUTION. There's no myth of some "strong hands" holding the shares or whatever? Those shares will be ON THE MARKET, to buy and sell and trade by whoever wants to buy or sell them.

PAGE S-6, prelim PROSPECTUS, as filed WITH THE SEC:
"Common stock to be outstanding following this offering

44,612,718 shares (or 46,112,718 shares if the underwriters exercise their option to purchase additional shares in full).
"

44.6 Ma MILLION, INSTANT share count the day it's funded and sold. PERIOD. END OF STORY. No wait. No myth of "holding in hands" or whatever. FREE TRADING DILUTION.

The prospectus is CRYSTAL CLEAR that the underwriters, once they purchase the 10 million shares, are free and clear, at-will, to sell and dump them to whoever they want and as fast as they want, including making a market in the stock themselves on the retail markets and also engaging in shorting.

The ONLY place the words "lock up" appear in the SEC, duly filed prospectus, as related to the OCAT 10 million share offering- is a 90 day "lock up" specifically to keep "like shares" from being sold onto the market via OCAT insiders. In other words, OCAT insiders can't dump options, or do a "like share" financing with someone else that would unload more shares into the market as the underwriters are trying to sell the 10 million shares they just purchase. PERIOD. End of story on "lock up". One needs to read the prospectus for accurate information. It's all in there, every last word, for a reason per SEC and legal requirements.

From the prelim prospectus, PAGE S-17/S-18:
"No Sales of Similar Securities

We and each of our executive officers and directors have agreed, subject to specified exceptions, not to directly or indirectly:

•
sell, offer, contract or grant any option to sell (including any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-l(h) under the Securities Exchange Act of 1934, as amended, or

•
otherwise dispose of any shares of common stock, options or warrants to acquire shares of common stock, or securities exchangeable or exercisable for or convertible into shares of common stock currently or hereafter owned either of record or beneficially, or

•
publicly announce an intention to do any of the foregoing for a period of 90 days after the date of this prospectus supplement without the prior written consent of Jefferies LLC, Cowen and Company, LLC and Piper Jaffray & Co.


These restrictions terminate after the close of trading of the common stock on and including the 90th day after the date of this prospectus supplement. However, subject to certain exceptions, in the event that either:

•
during the last 17 days of the 90-day restricted period, we issue an earnings release or material news or a material event relating to us occurs, or

•
prior to the expiration of the 90-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 90-day restricted period,
then in either case the expiration of the 90-day restricted period will be extended until the expiration of the 18-day period beginning on the date of the issuance of an earnings release or the occurrence of the material news or event, as applicable, unless Jefferies LLC, Cowen and Company, LLC and Piper Jaffray & Co. waive, in writing, such an extension.

Jefferies LLC, Cowen and Company, LLC and Piper Jaffray & Co. may, in their sole discretion and at any time or from time to time before the termination of the 90-day period release all or any portion of the securities subject to lock-up agreements. There are no existing agreements between the underwriters and any of our stockholders who will execute a lock-up agreement, providing consent to the sale of shares prior to the expiration of the lock-up period."

That verbiage has ZERO, NOTHING to do with an imagined 180 day "lock up" in which no shares can supposedly be sold or whatever. Not even close. It's to simply restrict insider selling and any sales of "other" like shares (as in another financing deal or similar). It's quite clear.

See the intro statement:
"We and each of our executive officers and directors have agreed, subject to specified exceptions, not to directly or indirectly:"

That word "we" means INSIDERS. PERIOD. NOTHING to do with the underwriters and their ability to SELL AT WILL, all 10 MILLION shares from the day they receive them, IF and when they fund this deal, and pay a DISCOUNT TO MARKET, yet unknown, for those 10 million shares, in exchange for giving OCAT a lump sum of cash, minus fees and expenses (the gross amount of the offering versus the net amount OCAT will receive). PROSPECTUS, there for a reason.

"So with the posting of the company's presentation. we now know nothings going to happen at the end of 2014. My guess is this will not bode well for the company stock. I'm guessing that we will see a down day on Monday."

And I'd say you're 100% correct. That 8-K with the fancy powerpoint slides and all- was nothing but a VERY long winded way of saying, "Hey guys, sorry to say but NO NASDAQ listing in 2014 and thus no secondary" despite the royally messed up trading week in which we clearly put it out there that we made the NASDAQ when we really didn't. AND we blanked out retail trades for several days, we messed up quotes all over the place, out corporate web site even said "NASDAQ CM" or whatever, but guess what? NEVER happened so here's a really cool, all color, super duper 8-K in which we're now disclosing the "material event" that we're NOT on the NASDAQ and we're "working with the NASDAQ" and hope to be listed there sometime in Q-1 2015 if it all works out. As to the 10 million share offering, we don't know yet.

That's all that 8-K says to me. All the rest of it is pure fluff. The entire thing could of been stated in a couple lines of written text, but of course a bunch of color slides looks fancy and makes it a lot harder to find the one or two lines that really matter or make any difference or even say anything actually new. The only new statements are we're NOT listed on the NASDAQ, we will NOT be listed on the NASDAQ in 2014 and we're "working with the NASDAQ" as of this filing. And the 10 million shares offering? Who knows, but we obviously didn't price it, let alone place it and thus have no large cash influx from it. Thee end.

That's my take on it. I think it's gonna be a negative hit on the share price in the coming trading days.

"What a con"??? "All 32 million shares have been diluted."???

Of course all 35 million (not 32 million) shares presently O/S are fully diluted. When were they not? That's been true since the last 10-Q filing in Nov 4th 2014. There's nothing new being made in that statement?

PAGE 1, Most recent filed 10-Q:
"Common Stock, $0.001 par value per share 34,393,658 shares"

OCAT is "trying" to place a secondary for 10 MILLION MORE shares (30% more pure dilutive common shares) that will be added to that 35 million shares which will then bring the new O/S common share count to approx. 45 MILLION. And it says just that in the prelim prospectus.

Also, the "no debt" and "$7.x" million cash is nothing new, it's straight from the last 10-Q filing dated Nov 4th also, from page 3, the consolidated balance sheet and the common tabular accounting entries.

PAGE, most recent 10-Q, PAGE 3:
Cash and cash equivalents : 7,812,497

And yes, "technically" what is termed "debt" in an "accounting" sense has been paid off and it was also shown clearly in that same 10-Q, as there are no entries on the "debt line" for anything (debt from a 10-Q "accounting" stand point means no "loans" owed, no debt secured or un-secured. It does not mean though that one doesn't have expenses or bills it owes). Thus, their cash position is still pretty dire w/o continually tapping Lincoln as they had EXPENSES (which are not "debt") but short term expenses due such as "accounts payable" (usually due in 30 days, maybe 45 days max)
Accounts payable 2,183,564
Accrued expenses 1,907,858

They also have final legal "installment" payments/payoff to make under "accrued" I believe.

So right there, that $7.x million cash is getting paid-out to the tune of almost $4 million any day here, bringing it down to about $3 million left, unless they hit Lincoln for more. $3 million for a company with this burn rate is about a month's worth of cash, and barely keeps the doors open, let alone even puts ink on the paperwork for a serious phase II. So they're cash is low.

All this 8-K filing was IMO, was a fancy way of stating, "WE DID NOT MAKE IT ON THE NASDAQ in 2014, but here's a bunch of fancy color slides to read, just to find the one or two lines sayings we din't make the NASDAQ yet, thus no secondary priced or placed yet and we're "working with" the NASDAQ". That's it in a nut shell IMO. A fancy, convoluted 8-K to explain a mess of a week in which they are still OTC traded and never made the NASDAQ despite all the erroneous quotes and screen shots saying so, etc.

There is no SEC requirement to upload color power point slides or anything? The SEC could care less. The "material event" in that entire 8-K (which is what an 8-K filing is for, a "material event") is WE ARE NOT ON THE NASDAQ in 2014 despite a messed up trading week in which we were quoted on screens (and their own corp website) as being NASDAQ listed.