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"Amended form 4s out "- there we go. Kinda figured that was the case. As stated prior- my guess is there is some computer program or the EDGAR upload system itself that helps you fill in these forms- and they (BHRT) were probably trying to make an entry/note to get that "bonus" wording in there and somehow the program loaded that column with the share count and a $ sign.
No biggie- any of these major agencies (IRS, SEC, our court systems, etc) allow for "mistakes" as long as they are typos, simple errors, human error, computational errors- nothing malicious or intentional which is obviously the case here. Nothing but a "typo/data entry" type mistake. The EDGAR system may even have some computer type algo stuff that does some sort of self-check on any forms uploaded and may have kicked it back to them with a question mark about that column or something.
So, the Form 4's were just to update their two holdings (Tomas/Comella) per the already stated info in latest 10-Q page that discusses their pay increase and attached, new bonuses, which is a combination of a "cash" type bonus and also a stock share option grant.
Bottom line: Form 4's reflects the share count listed in the 10-Q bonus award of stock options and the main thing is they are at about .0269 or whatever that form 4 price states, and they vest 25% per yr, over 4 yrs, which is a pretty common vesting schedule for share options.
"mistake" or using a column to add a "note" that's not fully clear as to its meaning? I've seen typos and stuff in their documents quite a bit before (it's normal, that's not knocking um- mistakes are allowed when filling out reams of filings and paperwork), not the first time. Agree, it is in both forms, but they are often done in some computer program/tool that helps one fill these out and maybe they're trying to enter a note/annotation and it filled it in with a $ sign in front or something?
As an example, I've had that problem with Turbo-tax before. You need to make a kind of "one-off" entry and they don't have an exact pre-made form/template entry for what you're trying to do (the bonus say), so you have to sort of manually over-ride the step by step program (which it usually doesn't like) and then fudge the notation/entry you're trying to let the IRS understand into some column/line by a manual entry. Just a thought.
I'm not sure what it means either. The $ is peculiar IMO as is the entry in that particular column, when everything else seems to be just logging the prior announced options grants. But it does have the note annotated for "bonus", which leads me to believe they were trying to log something in about the bonuses to be paid- which in the 10-Q is a mix of cash and shares of stock with a notation that a promissory note "may/might" be used, which to me could mean some sort of loan/note may have had to be accounted for/logged and that it may even be paid in the future in common shares and not cash maybe? That might be a possibility?
It's a who knows IMO, and probably won't be clearer until an update of that Form 4, or maybe the next 10-Q or something?
Ok, that's fine as opinion, no sweat- "maybe" $1 in the future. But that's not what that column in that Form 4 is for, or is supposed to indicate, as far as I know? Again, it's even tagged with a note and then tied to the statement below for "bonus", which would jive with the latest 10-Q about "bonuses".
It just looks like something went screwy in the filing IMO. Also, Comella's amount doesn't even match the 10-Q filing amount, it was supposed to be $300K bonus and 5 million shares. I don't understand where a $ sign would be inserted in that column for the value of what is tagged as "bonus" being $5 million for her?
I think something went amiss on the filing, a typo or something in the wrong column- I could be totally wrong as I don't totally understand all those columns and then how the notes are added below and all- it takes a securities attorney for the most part to file and fill the thing out I'm sure.
But I just don't see the $1 a share connection at this point? Could it be a future value? Sure, who knows? But I'm not aware of any scenario where they grant an option with a price of .026 pennies and then set some "forced" future price or something, way out at $1 dollar or whatever?
Also, the 10-Q said they "may" take the bonus in the form of a "promissory note" and I'm wondering if that's not what this is related to? That they had to do some sort of "set aside" as they aren't taking the bonuses in cash maybe and that column and note below is somehow supposed to be accounting for that maybe?
Really don't know- but I wouldn't tie it to any financing or any predictive power of a future $1 share price at this point? I'm not aware of anything in the Form 4 instructions that indicate that's what it's for- and I just read the filing instructions from the SEC with that form. One can look it up easy enough- but it's confusing to read, again, unless someone files this SEC stuff all the time.
What would an option exercise and grant going to an individual have to do with "financing" and "trials moving ahead"?
The money is for Comella or Tomas, it goes in their pocket, that's what an option grant and a bonus is for? It's not "financing" to the company?
The Form 4's don't even make sense IMO, as they don't even match what was in the 10-Q filing. Comella was to get $300K of bonus and 5 millions shares option grant, vesting over 4 yrs. The column 8 is tagged with note "8", listed below as "bonus grant". Something looks screwed up in the filing IMO.
They got a typo or something in the wrong column or something amiss IMO. It doesn't jive with the 10-Q just filed and also makes no sense putting a dollar value in column 8, for the full amount, that have to vest over 4 yrs and tagging that amount at a $1 a share?
It certainly, IMO has zip to do with supposed "financing"? Options and bonuses are PAID TO THE INDIVIDUAL IN THE FILING, it's not the other way around, with someone else paying the company money? Options are so the individual named, over some period of time possibly makes money via those options by the share price appreciating and the column tagged "bonus grant" is a bonus paid to someone, not them paying the company? That would imply Comella or Tomas just paid BHRT $10 million or $5 million or whatever- it makes zero sense IMO. The 10-Q included typical "cashless exercise" wording- which would be typical, where they don't have the money/cash to buy the shares, so they sell them/exercise them in one transaction with a broker who then pays the amount to the company and then any proceeds to the holder of the option. But the price has to go up for the option to be worth anything or "in the money" and at .0269 it's right at today's price. And only 1/4 of the total amount can be exercised in yr one anyway, so some $10 million value or whatever makes no sense, again IMO? It's reads screwy to me.
BHRT has to carry the derivative on the books, that's part of the fully diluted share count- why it's higher than total outstanding shares, they have to account for a scenario as if all these options, warrants, etc were actually handed out one day. But they carry um and adjust um on the daily price averages, which sure ain't anywhere near $1 a share that I'm aware of?
Just showing their share increase in holdings per the BONUSES they were given in the 10-Q filing. 5 MILLION shares for Comella and 10 MILLION for Tomas, the strike/grant price looks like about .026. That's all it is, nothing more.
And NO they didn't "sell them for $1 dollar" or anything.
Most recent 10-Q filing, PAGE 25:
"NOTE 13 — SUBSEQUENT EVENTS
Officer compensation
On July 28, 2014, the Company’s Board of Directors approved the 2014/2015 salary for Mike Tomas, Chief Executive Officer, at $525,000 per year, beginning July 1, 2014 with an incentive bonus ranging from $150,000 to $500,000. In addition, the Board of Directors will grant Mr. Tomas options to be determined on or before June 30, 2015. The Company’s Board of Directors approved a bonus of $500,000 and options to acquire 10,000,000 shares of the Company’s common stock for ten years with four year vesting and a cashless exercise provision at an exercise price equal to the five day average closing price of the Company’s common stock as of August 1, 2014. The cash bonus may be paid in the form a six month promissory note.
On July 28, 2014, the Company’s Board of Directors approved the 2014/2015 salary for Kristin Comella, Chief Scientific Officer, at $250,000 per year, beginning July 1, 2014 with an incentive bonus ranging from $100,000 to $300,000. In addition, the Board of Directors will grant Ms. Comella options to be determined on or before June 30, 2015. The Company’s Board of Directors approved a bonus of $300,000 and options to acquire 5,000,000 shares of the Company’s common stock for ten years with four year vesting and a cashless exercise provision at an exercise price equal to the five day average closing price of the Company’s common stock as of August 1, 2014. The cash bonus may be paid in the form a six month promissory note.
"
See the share count and the words "four year vesting"- that means 25% vested each yr, which is exactly what the Form 4 says. It's just an update to show their total holdings now. Nothing about anything being bought or sold, especially at $1 or whatever.
"I agree, they have revenue"??
So WHERE did it go? Why do they finish the qtr, in standard form, with almost NO CASH? They had about $90K total cash left on the books end of qtr (see latest 10-Q filing, PAGE 4 "cash and cash equivalents"
$91,221
So they "have revenue", but they have NO CASH and have to insert a line in the 10-Q, PAGE 27 that reads:
"We are seeking to secure sufficient funds to reinitiate enrollment in the MARVEL and REGEN trials. If we successfully secure such funds, we intend to re-engage a contract research organization, or CRO, investigators and certain suppliers to advance such trials. We have initiated and enrolled our first patient in the MIRROR trial in 2013. The trial is very similar to the MARVEL trial but focusses on sites outside the US. We will continue enrollment in the MIRROR trial once we have secured sufficient funds."
But meanwhile, they hand out raises AND BONUSES to just two people in the company, that total more than all the revenue brought in so far in all of 2014? They can't advance the key trial(s) for so called "lack of funding", but they can hand out the goodies to TWO people in the company? Nice, IMO. AND they don't even have the cash on-hand to pay the bonuses, so they "may" get a "promissory note" and probably get paid out of any future "revenues" or probably just a big ole chunk of discounted shares like they usually hand out, IMO.
See 10-Q, page 25:
"NOTE 13 — SUBSEQUENT EVENTS
Officer compensation
On July 28, 2014, the Company’s Board of Directors approved the 2014/2015 salary for Mike Tomas, Chief Executive Officer, at $525,000 per year, beginning July 1, 2014 with an incentive bonus ranging from $150,000 to $500,000. In addition, the Board of Directors will grant Mr. Tomas options to be determined on or before June 30, 2015. The Company’s Board of Directors approved a bonus of $500,000 and options to acquire 10,000,000 shares of the Company’s common stock for ten years with four year vesting and a cashless exercise provision at an exercise price equal to the five day average closing price of the Company’s common stock as of August 1, 2014. The cash bonus may be paid in the form a six month promissory note.
On July 28, 2014, the Company’s Board of Directors approved the 2014/2015 salary for Kristin Comella, Chief Scientific Officer, at $250,000 per year, beginning July 1, 2014 with an incentive bonus ranging from $100,000 to $300,000. In addition, the Board of Directors will grant Ms. Comella options to be determined on or before June 30, 2015. The Company’s Board of Directors approved a bonus of $300,000 and options to acquire 5,000,000 shares of the Company’s common stock for ten years with four year vesting and a cashless exercise provision at an exercise price equal to the five day average closing price of the Company’s common stock as of August 1, 2014. The cash bonus may be paid in the form a six month promissory note."
Taking care of "the two" while the common shares are diluted another 50 MILLION shares in one qtr and the common stock is languishing in the sub 3 penny range. "revenues" made no difference IMO. Didn't budge any key, phase II/III trial(s) one iota.
One hour (actually about 1.5 hours now into trading day) and only two trades. First was for about $550 bucks, second was maybe another $600 or so.
It's traded about $1,100 bucks 1.5 hours )heading on 2 hours now) into trading day. Vol is gone, way, way off.
I'd expect a potential big sell-off day again IMO if the MM gets it to crack that 3 cent area, that's the pattern for the last 3 months. Even a "modest" sell order at this point, on these anemic volumes, will sink the price in a blink IMO, as it has in the recent past. There's still a lot of low priced shares hanging out there and more convertible debt deals in just this latest 10-Q, which means a big seller is lurking out there somewhere IMO.
And it's not in a "overall bullish uptrend" IMO. The 3 month chart is flat and all over the map, with the high vol days being huge sell-off dump days.
It sold off hard (like 5 million plus vol day) as recently as July 21st taking it to the 200 DMA and has been sitting on the 50 DMA for most of the time since then (at about .025 and has only moved up on low vol and huge spreads by the MM).
It sold off hard on May 19th and July 21 and hit or broke the 200 DMA. And it sat on the 200 DMA for a period from June 8th to about June 16th. It sat on the 50 DMA, .026 approx. from late July to just the past week.
Those high vol sell/dump days are about one month apart and occurred each time they got it to crack about 3 cents. That means it's probably due again right about now IMO. Of course the past chart can not predict the future, but this pattern has been pretty solid for 3 months now.
I don't know what a "blog" would do for anything? The 10-Q was just released, so what difference would a "blog" make? If it's not said in the 10-Q, then it really doesn't matter anyway IMO. Further, the blog was being hosted/run on a site that is not in anyway connected to the Bioheart official web site. It was being hosted and run on GruXXrs site, a domain connected to the StemcellXXX site. The blog site is down and has been down for months- like it's potentially been abandoned. I'd have to check the URL registration and see if it's even claimed or valid anymore.
http://www.isitdownrightnow.com/stemcellceo.com.html
stemcellceo.com is down and down hard, and has been for months. So unless someone else is going to host/handle that "blog" it's not going to be at the old location IMO, at least not now. But again, what difference does a "blog" make when your PR barrage(s) and then your 10-Q hasn't really moved the needle and certainly hasn't helped the volume recently? If those don't do it, then why would a "blog" be a big deal? I don't get it?
And what difference does "Angel" make- it's a 5-person phase I being done in Mexico, like going back to square-one all over again? FIVE patients total. They have major phase II/III trials that have gone nowhere for heading on 5 yrs now. They have the infamous IMO, "MIRROR" trial, a supposed phase III that "vanished" and was not even mentioned in the Q-1, 10-Q (the word literally did not appear in the filing via a search) and the word "MIRROR" was now mentioned 2 times in this latest, Q-2, 10-Q filing. Other than that, MIRROR was apparently only a "PR event" for the most part IMO, with "one patient enrolled" and that was over one year ago now.
From this latest 10-Q, the only wording where "MIRROR" appeared, Page 27:
"We are seeking to secure sufficient funds to reinitiate enrollment in the MARVEL and REGEN trials. If we successfully secure such funds, we intend to re-engage a contract research organization, or CRO, investigators and certain suppliers to advance such trials. We have initiated and enrolled our first patient in the MIRROR trial in 2013. The trial is very similar to the MARVEL trial but focusses on sites outside the US. We will continue enrollment in the MIRROR trial once we have secured sufficient funds."
So from that wording, it appears that even MIRROR is now dead in the water, for "lack of funding", same old, same old IMO. It vanished, but now says it will "continue enrollment" once "we have secured sufficient funds."
So all that big PR over a year ago about MIRROR and how it was a "phase III" and all, then it never really did a thing except get "one patient enrolled". So, what difference would a 5-patient, phase I, ANGEL make, when MIRROR can't even move forward, same as REGEN and MARVEL can't move forward? Seeing a pattern here? I sure do.
So, lets say "ANGEL" gets "updated"? Then what? It would need to become a phase II one would suppose? But they can't even move forward the phase II or III trial(s), plural, or the big, PR hyped MIRROR, they have from the distant and recent past. So what's the point even of another phase I? What's that supposed to even gain them, other than more PR? I don't see where it would go? What's the point of it? If you can't/couldn't move ahead your two most important trials to date, and you then boast of a "phase III" called MIRROR, and no "big funder" has stepped up in 5 yrs to move any of them forward, and almost all your staff and Sr. mgt and many of your former BOD all departed the company in that time period and you delisted from NASDAQ and sank from $5 bucks to then about .50 cents and now to less than 3 cents with a low of 6/10ths of one cent, in that time period- and you diluted the stock by 100' and 100's of millions of shares- but still couldn't move even one of those, now qty-3 trials forward, then what's another phase I "update" supposed to do for you now?
Still don't get it? What difference does "ANGEL" make to anything?
Looks like maybe "PR fatigue" has set in? Volume is way off and even with the MM trying to open the spread up huge, it's just not budging much.
It's about a 2.5 to 2.8 cent range it looks like. All the recent PR and it really hasn't moved the needle much at all. Q2 10-Q and follow up PR about it yesterday didn't do anything really for the volume or price.
It's been flat lining a lot lately- it's been about 20 to over 30 minutes between trades today and several days where it took maybe 11 to 15 minutes on market open to even post a single trade. First trade this AM was for like $46 bucks worth.
The way it's been trading - if the MM gets it to bump up against, or especially anything above the 3 cent level, then there's been a heavy sell/dump day into that strength. Look at 3 month chart- it's a saw-tooth, whip saw of walking it up, then dumping it off on much higher vol days.
Interesting to see what happens here IMO- barring a PR about something.
Low volume = shares have value? When did that become the normal? Low volume is typically known as being ill-liquid and it not a sign of a "good thing" for a stock from everything I've read and studied?
If one wanted to sell even a moderate position at these volumes (last few days are lucky to crack $5K maybe $6K total dollar vol in a trading day)- the price would get crushed via the selling IMO. Stocks with high volume are "strong" and safer, not thinly traded, nano-caps, where they often sit (like this one) w/o a single trade crossing the tape for one hour or more. Two days ago, it took almost 15 minutes after market open for a single trade of about $500 bucks to post. Ill-liquid typically = violent price swings and big down days if even a modest seller wants to unload a position.
Pull up the 3 month chart: that's what ill-liquid looks like. Huge price swings and days where it will lose 20 to 30% faster than one can blink.
The "value" of the shares is about 2.5 to 2.75 cents. That's the "value" as of right now.
Here's what the SEC site has to say under it's "warnings" and "risks" related to micro and nano cap stocks:
http://www.sec.gov/investor/pubs/microcapstock.htm
"Because many microcap stocks trade in low volumes, any size of trade can have a large percentage impact on the price of the stock."
In other words, "low volume" does not = "shares have value"
Or, here's from the BHRT own 10-K filing, PAGE 46:
"Future issuances of shares for various considerations including working capital and operating expenses will increase the number of shares outstanding which will dilute existing investors and may have a depressive effect on the company's stock price.
There may be substantial dilution to our shareholders purchasing in future offerings as a result of future decisions of the Board to issue shares without shareholder approval for cash, services, payment of debt or acquisitions.
There may in all likelihood be little demand for shares of our common stock and as a result investors may be unable to sell at or near ask prices or at all if they need to liquidate their investment."
That's a PR written and put out by the company. It's not like MSN money or some actual analyst coverage wrote it or some financial news/reporter actually "covered" the company or anything. They "scrape" that content now days off of "marketwired" and similar paid-PR outlets/PR firms where Bioheart pays to post that PR.
http://www.marketwired.com/
http://www.marketwired.com/AdvancedSearch/AdvancedSearchResults.aspx?sid=24f3b065-0bf5-4ec6-ba52-5a6d1b95163b
It's from "marketwired" and put out by the BHRT "PR" people. They wrote it. No surprises there IMO. Figured "PR" was due about something.
IMO, it kinda left out the little "tid bits" like massive dilution, still having large losses from operations, almost no cash left at end of qtr (about $90K which doesn't even pay the salary increases + bonuses Tomas and Comella just got- see 10-Q filing), continued use of toxic convertible debt for very small increments of cash to survive (see latest 10-Q ASHER, Daniel James and 4th Man "financing") little "stuff" like that. Oh, and that nothing on their two key, phase II/III trials happened as usual, same as for last approx. 5 yrs- that Marvel and Regen are in the parking spot, unmoved. Somehow those glowing PR's just always leave out that "stuff", don't know why? 51 million shares of dilution in a single qtr, almost 600 million fully diluted shares now, pretty much doubling in about a one yr period and only $15K went to R&D for the whole qtr, but there was still almost no cash left at end of qtr?
Oh well, just another PR "story" IMO.
Looks like last 13G/A was filed on EDGAR on April 3, 2014, about 4 months ago.
http://www.sec.gov/Archives/edgar/data/1388319/000114544314000477/d31286.htm
At that filing, Northstar LLC held:
" Shared dispositive power: 48,225,587 capital shares (28,225,587 shares of common and 20,000,000 preferred (each share of preferred stock has voting power equal to twenty-five common shares)"
So, this amended filing today, same line #8, now states:
" Shared dispositive power: 51,853,696 capital shares (31,853,696 shares of common and 20,000,000 preferred (each share of preferred stock has voting power equal to twenty-five common shares)"
So, in that 4 month period (which interesting IMO didn't get included in the 10-Q just filed)- it looks like Northstar picked up
31,853,696 - 28,225,587 = 3,628,109 common stock shares.
My guess, and that's all it is, it's probably an "interest owed" and maybe even a "penalty owed" type payment- which they've done many times in the past.
3.6 million shares at say 2.5 cents would be about $90K dollars. Maybe they made a loan payoff, partial payment too? They made one not too long ago, reducing the outstanding balance on the total Northstar loan.
As of the last 10-Q filing, page 17:
"As of June 30, 2014 and December 31, 2013, the principle of this note was $362,000.".
So the balance is at $362K it looks like and I think the interest rate it like 7% annual per that same page. That would be running about .07 X $362K = $25K per yr in just interest.
Given the size of that amount, $90K, they probably paid a chunk of interest and paid some of the principal down too (so the principal might be less now than that $362K amount)? Probably won't know until the next 10-Q filing gives the details, IMO.
"Brings to mind InvestorStemCell's theory"??
Well, except for the fact it has nothing to do with any preferred share being "converted". All the form does is state how many shares (common and preferred) they hold as of the filing- and it's sitting right at 20 million preferred shares, same as in the past. Same as it's been for at least a yr or so, starting with 5 million preferred, then later 15 million more were added, bringing it to 20 million total. Where is that number changed in this form 13G amended filing? The only thing changed is the common shares held and the percentage of the total holders number, the 13.3%. There no "conversion of preferred" taking place? Where?
From the past 10-K filing, year end 2013 PAGE 63:
"In connection with the consideration paid, Northstar waived, from the effective date through the earlier of termination or expiration of the agreement, satisfaction of the obligations as described in the forbearance agreement. In 2012, 5,000,000 shares of Series A Convertible Preferred Stock were approved to be issued. In addition, the Company is obligated to issue additional preferred stock equal in lieu of payment of cash of accrued and unpaid interest on each six month anniversary of the effective date (October 1, 2012). In lieu of the initial two payments in preferred stock, the parties have determined 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 and all prior and subsequent payments of interest will be in common stock; payments of common stock for April 1, 2013 and October 1, 2013 were made the fourth quarter of 2013 based on the closing price of the common stock on April 1, 2013 and October 1, 2013 respectively.
As described above, during the year ended December 31, 2013, the Company issued the 5,000,000 shares of Series A Convertible Preferred Stock and the 10,000,000 of common stock described above in exchange for the $210,000 as payment towards outstanding principle of the debt. In addition, the Company issued 15,000,000 shares of Series A Convertible Preferred Stock as a penalty in settlement of the terms of the forbearance agreement."
So there's the 20 million preferred issued, all in that statement. They got 10 million "common" shares right then too.
So somehow, those 10 million common shares have now grown to 31,853,696 common now in Aug 2014. So they must of paid Northstar some loan payments maybe (which is interesting as this latest 10-Q just filed din't indicate that, that I could find), or Northstar exercised some warrants maybe? Who knows? But their common shares holding appear to have increased from 10 million to 31 million and change, and their total ownership increased from 9.3% in the last 10-K, yr end 2013 to now 13.3%. There's been no change though in their preferred share count they hold- no supposed "conversion" going on IMO. Where is it shown?
Nice ELEVEN percent spread this AM on about a $500 buy order. Holy cow- do these MM's have no shame taking some poor amateur to the cleaners?
Do they allow a market order on a penny stock at E-trade or whatever? I've never used a market order so don't know? Someone prior had mentioned that their broker only allowed limit orders on a penny? Man, who's willing to pay 11% spread just to get a fill on a $500 order? Really that desperate to get it filled? Just wait IMO, and it would fill much lower than that, either later today or tomorrow or whatever? Why pay someone 11% for a few bucks worth of shares?
"Anyone understand this?"? "is he buying or selling"
There's no "he", it's an LLC, a company they set up, which would be an "it", a corporate entity. They're not buying or selling anything. They get "issued" shares periodically (see 10-K/10-Q filings) for things like "interest owed" and other various reasons.
The form is NOT indicating in anyway some "conversion of preferred" shares, they are sitting right at 20 MILLION which they've been since way back, no "conversion" going on. None, IMO. Where is that stated in that filing?
It's Northstar LLC. Since they hold a large ownership (I believe the SEC rules are something like any "large holder" of 5% or more, not 100% sure, has to file one of these disclosures) then they have to disclose the amount of holdings periodically, as do all that are deemed major "insiders" holding above that threshold (the 5% or whatever it is. Pretty sure, that's what the form 13 is doing).
It's been well known for some time (it's in all 10-K/10-Q filings that Northstar was granted the large block of preferred shares, 20,000,000, now with a 25:1 voting power), but they also over time have been given more and more common shares- for interest paid, all kinds of stuff.
So, I' assume (I'm not 100% sure) but their common share portion shown in that Form 13 filing, the "31,853,696 shares of common " is probably going up. Also, as BHRT continues to dilute the common shares more and more, the percentage owned, that 13.3% number may be changing and need to be re-computed periodically? Not sure, one would have to find the last time this form was filed by Northstar and see what's changed between that filing and this "amended" one.
Why it was an "amended" filing, not sure. It would mean something was incorrect or changed from a prior filing of the same form, and they are re-filing it to the SEC/EDGAR I guess to update it or correct it? Something to that effect?
All it shows though, is the total ownership that Northstar LLC is holding, which according to that filing is 13.3% of the total aggregate shares (way more voting power than that though, as the preferred carry 25:1 votes, which is 500 million votes right there). They adjust that preferred share block to insure they always hold/control the voting control over the company, as the shares dilute more and more. It was 20:1 a while back, and as they continued to dilute more, they bumped it to 25:1 insuring they always hold more votes than the common shareholders will ever have. As they continue to dilute at the current pace, I'd expect they will "adjust" it again as they bump up against the 1 Billion shares outstanding, when they hit that threshold (just my opinion, but that's how they did it in the past IMO).
Charles Hart, a BOD member is in charge and filed/created Northstar LLC so he's signing off on the document (one can look it up on the net), which also contains Sam Ahn and William Murphy also of the BOD and some other "mystery" member(s) it appears. Those holders also hold large personal blocks of shares, meaning they own a whole lot more than that 13.3% when it's all added up. And now they're also doing these form 4 filings, cashing out debt for common stock, which means they'll own even more, outside of their Northstar holdings.
It's all shown in a table in the last 10-K PAGE 77 (yr end 2013)
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Officers and directors as a group hold 15.8%
Northstar LLC was shown as holding 9.2% as of that filing
So, one can see from that end of 2013, 10-K filing, to this amended form 13G filing, Northstar's ownership appears to have gone up from 9.2% to 13.3%, as they continue to be given more and more common shares- probably for stuff like "interest owed" and who knows what else. It's always in the 10-K or 10-Q's but it's lines and lines of "stuff" and hard to decipher IMO. It's interesting IMO, that despite the common shareholders being diluted more and more, somehow Northstar's holdings appear to go up and increase from 9.2% to now 13.3% according to this amended form 13 filing? They're obviously not being diluted IMO- which means I guess they're being issued enough shares to keep up ahead of the dilution somehow? Interesting, IMO.
By adding up those two numbers, 15.8 + 13.3 = 29.1% would be held by about 7 people total, maybe 5 or so total. And it's probably gone up a lot since then (that was current as of the last 10-K filing, about 6 months ago), with all the converting of the debt to equity being done lately, the form 4 filings.
That's my 2 cent read on it, I'm no expert by any stretch, but have seen this filing previously and as stated have read/seen all kinds of stuff related to these Northstar holdings in the 10-K/10-Q filings.
"That makes nonsense at all."?? (no sense)- it makes all the sense in the world.
Take the latest 10-Q filing, PAGE 25 as an example:
In July 2014, the Company issued an aggregate of 2,640,625 shares of its common stock in settlement of notes payable of $32,500."
That's just ONE tiny example and it's 2.6 MILLION shares, "issued" to "someone": there's lines and lines just like it in this 10-Q, the last 10-Q, the 10-K before that. Do the math on those shares "issued" which are now "common shares" out there that can be dumped/sold for a profit.
a) $32,500/ 2,640,625 = .012
That means there's now 2.6 MILLION shares that are "out there" to be sold if wanted, and the person got um for about 1 cent ea (.012).
What happens to the share price on a thinly traded micro cap when over 2 million shares hit the sell side? If that person got those shares at 1 cent or so, they can make 2.5 to 3 times their money if they can sell um in the 2.5 cent to 3 cent range, turning that $32,500 into $75K or maybe close to $100K.
Does one really think they're gonna hold long term, or will they "cash out" and make an easy double or triple on their money? I know what I think.
That's dilution and its reality IMO. Makes total sense.
"outstanding convertibles excisable between $.01 and $.03. That in my opinion is why there is such a resistance to go above $.03. Traders aren't letting it go even with actual revenues coming in."
Fine, that makes more sense than the "MM is getting rid of cheap shares cause it's about to go through the roof." or whatever.
But that's not the MM market maker or "traders" selling those shares- those shares are just the reality of dilution, and LOTS of it. The only people/entities selling those shares IMO are the one's to which BHRT gave them those shares. Has zippo to do with MM's or "traders". Those shares are not being "sold cheap", it's that they were received for "cheap" and thus can be "flipped" for a decent profit even at 3 cents or even 2.5 cents. But again, if "they", whoever "they" are, "knew" as in a crystal ball, that it's about to "go through the roof", they certainly would wait IMO and make even more piles of easy money? I mean why wouldn't they, if "they know"? Again, easiest money anyone can/could ever make?
Those (the one's holding big blocks of 1 cent or 9/10ths of a cent or 1.5 cent) shares- are people/entities to who BHRT willing gave them those shares, at those prices (see 10-K/10-Q filings)- either in exchange for money, as in "financing" or for "services rendered" or any other number of line items spelled out in the 10-K/10-Q filings. There's literally 10's and 10's of millions of shares spelled out, all plastered throughout the 10-K/10-Q filings "issued/given" for all sorts of "stuff" and to all different (often unnamed) people/entities and when one figures out the share price, it's often at 1.5 cents or below (commons shares, warrants and loads of options to insiders, many vesting "instantly")
BHRT hands out shares to both insiders and "others" like water, and often at steep discounts to the current market price- that's why dilution, and large scale dilution has consequences IMO. It's often called "overhang", large blocks of lower priced shares that will be dumped into any strength. Kinda like an IPO lock-up period ending, where a lot of people think a high flying stock will tank, when all the insiders start to sell huge chunks to get cash and go start living the high-life.
It's just people/firms with shares that are common shares now (think ASHER or someone who got those big chunks of warrants), "cashing-out" those shares for profit IMO. It has nothing to do with an MM or "trader". These are common, free trading shares now as far as anyone knows IMO, even the warrants become common shares and then hit the market as "free trading", common shares. It's the reality of huge dilution and also "toxic" debt.
If some "big boy" toxic debt lender or some insider or maybe warrant share holder is gonna sell like 2 million shares, they typically don't go through E-trade or something, they have a professional "trading house/brokerage" (think Cassel, they have a "trading desk" I believe, or at least a close association w/ someone who would), they use a "big boy" firm with a trading desk and direct route/link to the electronic trading networks to handle the selling of their order and it's usually done in bits and pieces spread out over some time period, cause putting up 2 million shares or whatever, in a single sell order would bury the price. Or, they sell into some "hype" up PR type cycle, like one of these bursts to .06 or whatever, then it tanks to .03 rapidly on like 6 million shares, that was probably a "big boy" dumping one of these positions into that strength IMO.
"In my opinion MM's are getting rid of cheap shares while they still can before this stock goes through the roof."???
If the MM's know it's supposedly about to "go through the roof", then why would they be "getting rid of cheap shares" in this imaginary scenario?
1) MM's "make markets" by matching buy and sell orders between people on their networks, "OTC" for example. Their job is to "make" an orderly market. They compete against other MM's for "order flow" as that's how they make money and they can use all kinds of tricks on the electronic networks (flashing bids or asks for example) to get that flow to come to them. The MM makes their money "on the spread", the difference between the bid and the ask, which on a listed stock is fractions of a penny typically, but on a nano-cap penny stock like BHRT is often huge, like 5% or recently often as much as 8% to 12% on "the spread".
2) The MM provides liquidity by keeping some "inventory" of shares if needed, to fill imbalances between buy and sell orders sometimes if needed. But they also do things like short sell on rapid moves up to fill orders, then "cover" their own short positions by "pulling or walking it back", etc
3) The MM does not trade the stock as in "getting rid of cheap shares" - that makes no sense??
4) Even if an imaginary MM did "trade" a stock for their own positions for some reason, why would they be "getting rid of cheap shares" when they "know the stock is about to go big" (through the roof)? They would wait and sell those shares for the imagined "big" profit when the imagined "going big" through some roof happened, if they "knew" as is claimed? It would be the easiest money anyone could ever make?
Whatever Joe Q. Retail person knows about a stock (even with level II real time quotes or whatever), the MM sees and knows 100X times that info. They "see" the entire order book, they know if some hidden insider or "big boy" (one of these warrant holders with say 10 million shares they got at 1 cent for example), the MM knows if some large institutional type firm's trading desk is going to unload those shares through some electronic network and under what MM symbol and at what desired price. They can "see" large block fake orders "flashed" on the bid or ask, a technique used sometimes to try and move a stock sharply up or down by pro traders or a way another MM might use to try and grab or steer order flow their way.
Any retail investor, at best, is like a guy on the football field who sees the guy in front of him and with level II real time quotes, maybe sees over his head to the backfield and the guy to the left or right. The MM is like a guy up in the booth or even in the blimp above and sees both teams, the entire field, has a radio to hear both coaches making their play calls and talking to their other coaches like the defense coach or whatever and has all the game film history of both teams, instant replay and anything else that can be known. The MM is like the legalized "house" in Vegas. They never lose cause they always have an inside line, 1000X more capital than any other "player" and the system/odds are built by design in their favor.
There's no MM "getting rid of cheap shares" IMO?? What would that even mean and why, especially if "they", whoever "they" are, "knows" (as in "crystal ball" future seeing) that it's about to "go big" through the roof?
Bonuses given to Tomas and Comella add up to more than all "revenues" reported for the year- meaning all that money is gone, not going to "research" or "trials" or anything like that, IMO.
It states the BOD had a "range" to pick for the bonuses, and picked the maxed out, top of the range (what a surprise IMO?)
$500K for Tomas and $300K for Comella. That's $800K in "bonuses" now promised.
Most recent 10-Q page 5 (revenues to date for 2014)
Revenues - cost of sales = $819,606 - $201,565 = $618,041.
So the BOD IMO, took all the revenue brought in to date in 2014, and just turned around and promised to pay out more than that amount in "bonuses" to just 2 people in the company. All while they finish the qtr with only $92K total cash left on the books. Makes ZERO sense IMO. But not surprising to me in the slightest.
Friday filed 10-Q Page 25:
"NOTE 13 — SUBSEQUENT EVENTS
Officer compensation
On July 28, 2014, the Company’s Board of Directors approved the 2014/2015 salary for Mike Tomas, Chief Executive Officer, at $525,000 per year, beginning July 1, 2014 with an incentive bonus ranging from $150,000 to $500,000. In addition, the Board of Directors will grant Mr. Tomas options to be determined on or before June 30, 2015. The Company’s Board of Directors approved a bonus of $500,000 and options to acquire 10,000,000 shares of the Company’s common stock for ten years with four year vesting and a cashless exercise provision at an exercise price equal to the five day average closing price of the Company’s common stock as of August 1, 2014. The cash bonus may be paid in the form a six month promissory note.
On July 28, 2014, the Company’s Board of Directors approved the 2014/2015 salary for Kristin Comella, Chief Scientific Officer, at $250,000 per year, beginning July 1, 2014 with an incentive bonus ranging from $100,000 to $300,000. In addition, the Board of Directors will grant Ms. Comella options to be determined on or before June 30, 2015. The Company’s Board of Directors approved a bonus of $300,000 and options to acquire 5,000,000 shares of the Company’s common stock for ten years with four year vesting and a cashless exercise provision at an exercise price equal to the five day average closing price of the Company’s common stock as of August 1, 2014. The cash bonus may be paid in the form a six month promissory note." "
Flatlining- took 45 minutes since first trade which was a little over $500 bucks worth and now they have the bid over that last sale, and the spread is wide.
Looks like vol has dried up and the 10-Q, put out late on a Friday after the market closed isn't getting anyone too excited IMO. Almost no cash, dilution out the whazoo, all the usual.
I'd guess IMO, it's gonna be PR "about something" time here, any day now.
When one looks at those large salary increases for just two people, versus how little cash they had left for the end of an entire qtr, about $92K (yep, $92 THOUSAND dollars, despite massive dilution) then it gives some perspective.
Just those two salary boosts consume how much cash per month?
Tomas $525K / 12 = $44K
Comella $250K / 12 = $21K
Just those two "base" salaries are $65K a month in cash needed (remember, they just finished the qtr with $92K grand TOTAL cash to their name in the bank)
Then they just gave Tomas a $500K "bonus" on top of the base salary and Comella a $300K bonus on top of her base. That's $800K to be spent/paid to two people, when they spent $15K for an entire qtr on R&D and finished with $92K grand total in cash in the bank.
Their rent/lease runs something like $6K at least a month, then you got electric, computers, insurance and other "basic" overhead to run any business. Figure $10K a month probably right there.
Add it up, and they don't even have probably ONE MONTH'S CASH left on that cash/cash equivalents line in that 10-Q, IMO.
That is the reality. Despite the big boasting of "revenue" blah, blah- they are cash broke, like they pretty much always are, and that's after pouring out about 51 MILLION shares of dilution for a single qtr.
" Any SHAREHOLDER feeling peeved enough relative to the increasing of salaries may choose to petition the company to hold a binding vote on the compensation of the Company’s named executive officers at the next annual meeting, and then vote their shares accordingly. "???
How would that work? The common shareholder have no "vote" or voting power in this company? Look at the way the insiders have set up the share structure and thus any "voting rights" and especially the preferred shares given to Northstar.
There will never be a "vote" involving the common shareholders?
Read the recently filed SEC form 14 taking the shares to 2 BILLION to see what BHRT thinks about their common shareholders and if they care one wit about their input or a shareholder "vote".
Latest form 14C, filed 4/28/14:
"WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY."
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."
" 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."
Translation- "Management" and "Northstar, LLC" who are essentially one in the same for all intents and purposes. And don't worry, as the dilution increases, they just "adjust" up those preferred share voting rights and also grant the "Management" more shares and instant-vest options to insure they always hold enough shares for the controlling vote. That's how they've done it in the past- they bumped the Northstar voting block from 20:1 to 25:1 not that far back- think that was by accident?
Yeah, a "shareholder petition to vote" or whatever? Like that's ever going to happen with this company IMO? Like they care what the common shareholders think, let alone any return on value to them. They dilute like water while increasing their own pay and bonuses and options grants and do option grant re-prices to put them "in the money" and "instant vest" options, you name it, to "take care" of the insiders first, every last time IMO.
10-Q released late on a Friday after market close. Must be worried the huge dilution and lack of cash, continued large operational losses and all the rest won't look too good, IMO.
Watch for a PR next week IMO, something trying to hype the "revenue" angle or something to that effect. That seems to be the norm IMO. PR to "goose" the stock, then selling into any strength. Look at the 3 month chart and match it up with PR releases.
Noticed they left the "first ever combination stem cell treatment IN THE WORLD" in the 10-Q (Page 28)("This was the first patient treated in the world using a combination of stem cells.
"). Notice, no wordsmithing, no legal word splitting about "at Magnum" or "In Honduras"- the "claim" is first IN THE WORLD, EVER. Too bad a simple PUBMED or similar search proves it's simply not true IMO. There's a "combination stem cell treatment" of a patient over 20 yrs ago, well documented on PUBMED. And numerous others, including a very formal trial that included 75 patients treated.
You'd think a "medical R&D" company would know how to do a basic PUBMED or med journal search on prior research? Maybe? That statement of the "WORLD'S FIRST" just simply isn't true, not by any stretch IMO. Too easy to find numerous examples, well published in credible journals and academia to blow that claim right out of the water.
Just a few PUBMED files to show there is a lot of prior research and work involving "combination stem cell treatment" of a patient/human, well before July of 2014, via Bioheart. How they "think" they can make that claim is pretty amazing IMO.
http://www.ncbi.nlm.nih.gov/pubmed/20398245
http://www.bloodjournal.org/content/80/7/1666?variant=short&sso-checked=1
http://www.ncbi.nlm.nih.gov/pubmed/23224061
http://www.ncbi.nlm.nih.gov/pubmed/21241969
And this one - the slam dunk, home run, not debatable IMO, as the published body-txt makes it 100% clear that the researchers not only "published prior" reports on treating a patient using a "combination of two different stem cell types", but then they went on to explore it further and did it again, in the current published report, and it's written up in great detail:
http://www.intarchmed.com/content/3/1/5
"We have previously published data from an end-stage patient suffering from dilated cardiomyopathy which underwent a profound improvement in ejection fraction after receiving a combination of cord blood expanded CD34 cells and placental matrix derived mesenchymal stem cells [136]. In the current case report we describe a patient with ischemia cardiomyopathy who received a combination of allogeneic CD34 cells and endometrial regenerative cells (ERC)"
Yeah, the FIRST IN THE WORLD? NOT. Not even close IMO. It's just too easy to prove otherwise, and what's amazing, is several of those PRIOR "combination stem cell treatments" to human patients were involving cardiac/heart research, the supposed area of "expertise" of Bioheart? How can that not be aware of prior research in their own field? How?
Yeah, lot of effort to produce a 92% to 99% stock price decline and near total loss for your investors and wipe out of common share holders and burn though how much paid in capital w/o a single approved product, no major finance partner (non dilutive) willing to take you on for 4 yrs now, your major trials now 5 yrs old and going nowhere essentially, using ASHER and similar desperation funding qtr after qtr, diluting away your common shareholders to pretty much nothing - as in a doubling of the outstanding shares in about a yr to now almost 600 million fully diluted on a sub 3 penny stock, several past defaults on major loans, paying everything from accounts payable to anyone such as "services rendered" in common stock dilutive shares, borrowing and loaning constantly from insiders and other such as "related party transactions" in all kinds of screwy deals typically paid-off in common shares by reading the 10-K or 10-Q filings to keep afloat while you substantially increase your own pay, all while you get paid handsomely and get bonuses and options tacked on as sweeteners. Real bummer. Sure. Nice gig IMO.
Producing a sub 3 cent stock price (with a 6/10ths of a cent low in Dec 2013) is a real piece of "work" and "effort" IMO. A market cap barely equal to your current debts, yeah. Operational losses with no end in site. Nearly no cash at the end of the qtr as is typical, maybe $90K left, and did any major trial advance or get one iota closer to an FDA approval? Not IMO. Real bummer. Yeah, sounds like bonus reward time to me, why not? Real bang up performance.
What "positive results"?? Just curious?
Looks like Tomas and Comella got another round of very large salary increases and more "bonuses". They got very large increases in 2013 and now they're getting more?
The company finishes the qtr with about $90K cash on the books, i.e. cash poor, they needed ASHER type financing to survive, they're loaded in debt, they haven't advanced their key trials, the stock hit an all time low in Dec 2013 of 6/10ths of a cent and is languishing at under 3 cents or so, and they are handing out very large pay raises w/ bonuses tacked on? No wonder IMO, no matter what they generate in these "revenues", they just spend that much more on that G&A expense line and take large operational losses, while the key trials go nowhere and the R&D spending is near nothing, at about $5K per month.
PAGE 25, most recent 10-Q:
"NOTE 13 — SUBSEQUENT EVENTS
Officer compensation
On July 28, 2014, the Company’s Board of Directors approved the 2014/2015 salary for Mike Tomas, Chief Executive Officer, at $525,000 per year, beginning July 1, 2014 with an incentive bonus ranging from $150,000 to $500,000. In addition, the Board of Directors will grant Mr. Tomas options to be determined on or before June 30, 2015. The Company’s Board of Directors approved a bonus of $500,000 and options to acquire 10,000,000 shares of the Company’s common stock for ten years with four year vesting and a cashless exercise provision at an exercise price equal to the five day average closing price of the Company’s common stock as of August 1, 2014. The cash bonus may be paid in the form a six month promissory note.
On July 28, 2014, the Company’s Board of Directors approved the 2014/2015 salary for Kristin Comella, Chief Scientific Officer, at $250,000 per year, beginning July 1, 2014 with an incentive bonus ranging from $100,000 to $300,000. In addition, the Board of Directors will grant Ms. Comella options to be determined on or before June 30, 2015. The Company’s Board of Directors approved a bonus of $300,000 and options to acquire 5,000,000 shares of the Company’s common stock for ten years with four year vesting and a cashless exercise provision at an exercise price equal to the five day average closing price of the Company’s common stock as of August 1, 2014. The cash bonus may be paid in the form a six month promissory note."
From the 2013 10-K filing one can see how enormous these pay increases are, despite the common shareholders and the stock essentially going nowhere during the same time periods:
For Tomas: (base salary- forget the bonus thing for now)
2012: $247,585
2013: $391,667
And now starting mid 2014: $525,000
For Comella: (base salary- forget the bonus thing for now)
2012: $105,671
2013: $159,167
And now starting mid 2014: $250,000
More than DOUBLED THEIR base salaries in two years or so? Wow. Looks like the penny-stock biz pays pretty good for those insiders? Stock is down like 99% from the IPO and down like over 93% or something close to that since Tomas took over, and they're getting rewarded with huge pay increases and bonuses tacked on?
Thanks Carl, I'll check that out. BHRT has a pretty long history of using "ASHER" and their ilk, aka lenders of "last resort" as they're commonly known on the street. Some get offended when one uses "toxic financing" or "death spiral", but it's a 100% legit term and is even used by the SEC (U.S. Securities and Exchange Commission) when referring to these "Convertible debt w/ reset provision" type financing deals.
Here's a link to a previous I-HUB post I made that had some real good links in it (my opinion), there's an entire I-HUB group page dedicated to "ASHER" and the toxic debt type "death spiral" and tracking what's it's done to many penny firms who went down that road.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=100412828
http://www.sec.gov/answers/convertibles.htm
The SEC refers to "toxic" and "death spiral" and "ratchet" type financing in their write-up.
A traditional financier or lender typically wants a company to succeed and/or its stock to go up, in which case they benefit. In a "death spiral" convertible debt deal, a firm like ASHER can care less what happens to a company - and in fact stands to gain more, the lower the share price goes, as they get more shares on the "conversion", and that's in addition to the already steep share discount they get at the initiation of the deal. Many don't realize that ASHER and those like them, they aren't out to make 10% or even 25% or even 50% interest/return on the money they "loan" on these convertible "notes"- they often make 100% or 200% or more on their money and crush the common shares via massive dilution and downward selling pressure.
From this most recent BHRT 10-Q, here's a couple of these deals they did:
Page 14 and 15: ( you can see they've used at least qty-3 of these "death spiral" type lenders, ASHER, Daniel James and one called Fourth Man) The way one knows these are "toxic", from some well written articles I've read- including on the SEC website is to look for the following key words: interest on a note that's higher than typical going rates of interest, a steep share discount, a "reset" provision, pricing worded such as "based on the lowest of the 3 trading days...." and "convertible". You see that wording and it's pretty much a "toxic" deal per my understanding. Look at how small the cash amounts are in these deals, meaning IMO, that BHRT is desperate for survival cash, else why would they take these horrible financing terms and deals? Yet, they still end the qtr with about a total of $92K cash on their books, a pittance IMO, compared to just their short term bills due.
From pages 14 to 15 most recent 10-Q-
"Asher Notes (During this year)
During the six months ended June 30, 2014, the Company entered into a Securities Purchase Agreements with Asher Enterprises, Inc. (“Asher”) or affiliates, for the sale of 8% convertible notes in aggregate principal amount of $183,000 (the “Asher Notes”).
The Asher Notes bear interest at the rate of 8% per annum. As of the quarter ended June 30, 2014 all interest and principal must be repaid nine months from the issuance date, with the last note being due February 16, 2015. The Notes are convertible into common stock, at Asher’s option, at a 45% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. The Company has identified the embedded derivatives related to the Asher Notes.
These embedded derivatives included certain conversion features and reset provision. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of Asher Notes and to fair value as of each subsequent reporting date, which at June 30, 2014 was $278,495. At the inception of the Asher Notes, the Company determined the aggregate fair value of $355,447 of the embedded derivatives
Daniel James Management
During the six months ended June 30, 2014, the Company entered into a Securities Purchase Agreements with Daniel James Management (“Daniel”) for the sale of 8% to 9.5% convertible note in aggregate principal amount of $60,000 (the “Daniel Notes”).
The Daniel Notes bear interest at the rate of 8% to 9.5% per annum. As of the quarter ended June 30, 2014, all interest and principal must be repaid one year from the issuance dated, with the last note being due May 29, 2015. The Daniel Notes are convertible into common stock, at holder’s option, at a 47% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. The Company has identified the embedded derivatives related to the Daniel Note. These embedded derivatives included certain conversion features and reset provision.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of Daniel Notes and to fair value as of each subsequent reporting date which at June 30, 2014 was $105,778. At the inception of the Daniel Note, the Company determined the aggregate fair value of $126,337 of the embedded derivatives.
Fourth Man, LLC
During the six months ended June 30, 2014, the Company entered into a Securities Purchase Agreements with Fourth Man, LLC. (“Fourth Man”), for the sale of an 8% to 9.5% convertible note in the aggregate principal amount of $50,000 (the “Note”).
The Notes bears interest at the rate of 8% to 9.5% per annum. As of the quarter ended June 30, 2014, all interest and principal must be repaid one year from the issuance dated, with the last note being due June 26, 2015. The Notes are convertible into common stock, at Fourth Man’s option, at a 47% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. The Company has identified the embedded derivatives related to the Fourth Man Notes. These embedded derivatives included certain conversion features and reset provision.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of Fourth Man Notes and to fair value as of each subsequent reporting date which at June 30, 2014 was $89,051. At the inception of the Fourth Man Notes, the Company determined the aggregate fair value of $87,090 of the embedded derivatives.
The fair value of the embedded derivatives of the Asher, Daniel and Fourth Man Notes, was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 169.92% to 171.91%, (3) weighted average risk-free interest rate of 0.10% to 0.11%, (4) expected lives of 0.76 to 1.00 years, and (5) estimated fair value of the Company’s common stock from $0.024 to $0.0486 per share. The initial fair value of the embedded debt derivative of $568,876 was allocated as a debt discount up to the proceeds of the note ($288,000) with the remainder ($280,876) charged to current period operations as interest expense. For the three and six months ended June 30, 2014, the Company amortized an aggregate of $108,011 and $201,615 of debt discounts to current period operations as interest expense, respectively. For the three and six months ended June 30, 2013 , the Company amortized $52,485 and $242,635 of debt discount to operations as interest expense, respectively."
Those are "toxic" financing deals IMO. Classic according to all that I've read about them. They will result in large amounts of dilution when these firms convert those "notes" to common shares, as BHRT almost certainly won't have any cash to pay the notes off before they are due. I don't think they've paid one off yet that I'm aware of, they always get converted to free trading, common shares, resulting in just more dilution to the common shareholders.
It's not "half a million", it's $497,034. But "revenues" come with a "cost of sales" which in this case was $107,119. Meaning the very, very most they'd "bank" would be $497,034 - $107,119 = $389,915.
In reality it's going to be less than that typical, that's just basic net.
However, they still took a large operational loss due to high expenses, they used more toxic convertible debt from the likes of Asher and at least one other firm it appears- still trying to decipher just how much, it's confusing IMO w/o laying the last 10-Q along side this one, as they don't break out "new" ASHER notes added between then last 10-Q and this one, they just say "in the prior six months", but the ASHER amount due clearly seems to have gone up- just need to calculate by how much.
They poured out 10's of millions of shares for all various reasons again it appears- from paying common debts like "accounts payable" (which in a normal business, would be paid via cash on hand, not shares of common stock), to "services rendered" and other "stuff", just at a first glance pass at the document.
Their financials and 10-Q IMO, are typically so complicated and "muddled" for lack of a better word, I need to print um out and use a yellow highlighter typically, to even hope at trying to figure out where all the 10's of millions of shares went, to who, when, for what, etc.
It'll take me days personally, to read this cover to cover and try and totally figure it out.
Trial expenses get "expensed" to the "R&D" line in a financial statement. If MIRROR enrollment was being paid for, it'd be expensed under the R&D line, that's what a "trial" is, it's research and development costs. Not "cost of sales" or some other expense?
There is little or no "trial" spending going on, as the total "R&D" expense line is about $5K a month. Look at past filings when they were running actual "trials", as in FDA type trials. That R&D line was many multiples of that. Just in the same period 2013, it was $172K versus this paltry $15K.
They can't "hide" or "wash" supposed "trial spending" under some mysterious part of their financial statements or hidden place in the 10-Q? That's not how it works.
There's some good web sites and good books at any library on reading and understanding things like basic "financials" (commonly known as a set of financials or financial statements for a business)- typically a balance sheet, an income statement, a statement of cash flows and probably stockholder's equity. There's a few variations, but those are the jest of a typical set of "financials". That's the "snap shot" of pretty much everything key in terms of money coming in, money going out, expenses, income/revenue, interest paid, short and long term debt, etc. In this 10-Q filing, it's pretty much pages 4, 5, 6 and 7. Read those.
"Wow! Half a million in a quarter for an R&D"?? Huh?
They spent $15,478 for the ENTIRE QTR "R&D" expenses? Not half a million? They ended the qtr with about $90K total cash left, not half a million?
See pages 4 and 5 of 10-Q. They spent $831,362 on G&A expenses (salaries, rent, overhead, whatever- for a 3 or 4 person company), that's where the bulk of any cash/money went, as is typical for them.
There's no half a million for R&D? What line of the 10-Q is that on?
10-Q MASSIVE dilution:
Page 1:
"As of August 1, 2014, there were 517,272,472 outstanding shares of the Registrant’s common stock, par value $0.001 per share."
That's 466 MILLION or so, to 517 MILLION in a single quarter, WOW !! That's 51 MILLION shares of dilution in one qtr, the pace of dilution appears to be accelerating. Pretty clear IMO, why the increase in authorized to 2 BILLION shares was needed. That 517 million shares is not even the "fully diluted" shares, which will be an even bigger number.
Page 9: FULLY DILUTED SHARES HUGE
"Fully diluted shares outstanding were 588,670,163 and 290,900,920 for the three months ended June 30, 2014 and 2013, respectively and 553,719,873 and 264,534,723 for the six months ended June 30, 2014 and 2013, respectively."
So they pretty much doubled the shares outstanding (fully diluted) in a single yr over yr period from 290 mil to almost 600 mil now.
Clear as a bell IMO, why the 2 BILLION authorization was needed- there gonna hit that 970 MILLION mark pretty quick, now that fully diluted is bumping 600 MILLION already. Holy smokes.
Almost no cash left as is typical.
Page 4:
Cash and cash equivalents: $91,221.00
So they finished the qtr nearly cash broke again. $91K bucks left.
Net loss from operation for the qtr, just a little bit lower than usual:
Page 5:
Net Loss From Operations: (458,048)
So, again, any "revenue" barely made a dent or a difference IMO. Barely lowered the net loss from yr over yr, or qtr over qtr- just eaten up in their high expenses, typical IMO.
And, once again, almost nothing went to R&D out off all those expenses and costs:
Page 5:
Research and Development: $15,478
A grand total of about $5K a month to R&D for a "medical R&D company" who's supposedly running or gonna run phase II/III trials? That's about $5K a month, the same amount they paid for "one month's service" to a penny stock promotion firm, as disclosed by smallcapvoice.
Looks pretty much like a near carbon copy of any of their last several 10-Q's IMO. Cash poor, high expenses, nearly nothing spent on R&D, blah, blah, blah. Will read it cover to cover later and see what else is buried in it.
The dilution is beyond what I even guessed, that number is mega huge IMO. And I believe explains the need to up the authorized, so they just picked a huge number like 2 BILLION IMO, to give um lots of room to just keep on a dilutin, since that seems to be the only "norm" for this one as I see it.
"Looks like the new video has this moving in the right direction"??
Looks like the old video, with the same old info in it didn't move ole BHRT any direction but the normal down, when it's in low vol, high spread, flat line mode. It had period(s) today where not a single trade executed for over 1.5 hours, just flat lined, sitting there.
It will most likely go lower next week, IMO, if it follows the pattern of the past 3 plus months. Look for a PR about "something" within one week to 2 weeks max, or just a slow walk-up using high spreads, to the 3 cent range if a PR "hype" can't be used or doesn't do it. Then at least one day where it sells off real hard on high vol. when it gets to 3 cents or above, right in that range or so, with vol of 2.5 million to 6 million or more shares in a single session. That's the way I see it.
That's the only "direction" this one knows, IMO. Guess none of those 154 views on that old Youtube video w/ the 3 minutes and 50 seconds of the same old, same old "info" in it, must not of reached those "big investors" yet, the one's mailing in those DAILY piles of offers, the one's that BHRT is "siphoning" through supposedly. (oh, LOL)
Yeah, DOWN 5+ percent now on a 13% wide spread- that's a great "direction". +8% on no vol, then down 5% in a blink.
Wait for the down 20% day, it's coming IMO if the 3 month chart is any indicator. They recently dumped it to below the 200 DMA (.021) on extremely high vol, and it happened in a blink. Swings of 50% to almost 100% losses in a matter of a few trading days- amateurs getting cleaned out to unload shares for some "big boy" who's holding 10 million or whatever and is probably making at least double their money on those shares they got at 1 cent or 1.5 cents.
Anyone buying at above those .03 tops, now needs 50% of greater gains just to break even, many of them losing that much in a few hours, maybe one trading day. Great "direction". .038 a few trading days ago to .025 a few days later. Great.
Yeah, a Youtube video with 154 "views" or whatever it is, that's how you build large, successful, public traded companies? Oh, "LOL".
"walking it up" on low volume days with the spread at Grand Canyon WIDE. Bid .0263 and they just sold a pittance worth for .03, to some amateur at over the ask of .0295.
It won't hold IMO. Watch for a high vol sell-off in the next few days. 3 month chart says it all. The MM/broker dealer makes far, far more commission when they "unload" those 2 or 3 million shares "dumps" - which are essentially "insiders" or some type of "professional" holder of some sort IMO (someone who got the 10 million plus shares for "services rendered" as shown in the 10-K/10-Q, one of those types, whoever they are), getting out of large holding, they make way more for "routing/setting up" those large block sales, than they ever make handling the $1000 buy orders routed from TD or E-trade or whatever on the in between days.
It appears the magic "target" number is to get it back to about 3 cents each time, then it triggers the large sell position(s) that they're unloading for someone. The 3 month pattern is plain as day on the chart. And there is a LOT of those "in the money" share blocks they've been handing out, lots, like 10's of millions of lots.
It won't ever hold anything above 3 cents or so, not at least in the near term. That's my 2 cents. Way too much cheap share "overhang" out there, plus the "ASHERS" of this world and all the rest they've been doing with dilution and shares pouring out in the sub 1.5 cent range (warrants too, 10's of millions of um).
"OLD" is an opinion. It's an OLD video to me and the info in it is also same OLD, same OLD as in nothing "new". It's a qtr ago, that's OLD NEWS IMO, especially in the tech world.
It would be labeled a "past" video from April 2014. Not "new". New is today, yesterday, maybe this past week. That's "new".
"New" video?? That video is from April.
Tomorrow is Aug 1st. The video's been "aged" a bit. In that time period, it's had a grand total of 145 "views" on ole YT.
As stated earlier, IMO, they got a bit of a case of "PR fatigue", I believe.
What does a Leonhardt ventures "newsletter" have to do with Bioheart? All "claims" I've seen is that he's left the company and is a past CEO and in no way plays any role in the company any longer, especially in mgt decisions, day to day governing of the business, etc?
I'm not aware of any recent SEC filing (could be wrong?) that shows Leonhardt and especially "Leonhardt Ventures" to have any day to day management role, disclosed ownership position (form 4 or similar), being a 5% or greater shareholder in Bioheart, etc? Why would his "newsletter" contain a bunch of "write-ups" about Bioheart, as if he still plays some role in running and managing the business and making business decisions regarding what the company, Bioheart is doing? He lists under 2014 "goals"- certain actions involving BHRT? (the Mirror trial is specifically mentioned- what would he, or his "Leonhardt Ventures" have to do with MIRROR, when it's not in a SEC filing somewhere?) What control does he have over what BHRT does or does not do?
I find it "interesting" to say the least- I'm going to recheck recent 10-K's and 10-Q's, but I don't believe "Leonhardt" is listed, not even the name, one time in those filings, other than perhaps as being a past CEO/BOD member?
Oh, and on here, "he" supposedly stated he was nothing more than a Bioheart "shareholder" now and plays no role in the company other than being a "common" shareholder, I'll find that statement, it's a few months back.
Maybe has caught a case of the "PR FATIGUE" flu, IMO? Maybe?
It's sitting back at the 50 DMA and vol is drying up again- usually ripe for one of those 20% or more "drop days" IMO.
If one had bought only 5 or 6 trading days prior (.038 peak), they'd now be needing at least a 50% gain just to break even. Not bad?
It can't seem to hold 3 cents for the life of it. IMO, just too many "overhang" shares out there (as in 10's of millions), they handed out boat loads of shares from about 8/10ths of a cent to maybe 1.5 cents at the most, and a pile of warrants (maybe 50 million or so, it's tough to figure exactly as the 10-K/10-Q are so confusing IMO, but it's a big number), all those cheap shares given to "someone/entity" are now "out there" and even if sold at 2 cents, or especially 3 cents or above, whoever holds um can make a cool double or more on their money, so IMO, they're unloading big time into any strength (I think the selling vol spikes on any strength prove it, but that's just my 2 cent theory).
Volume on the big "sell/dump" days goes way up - like to 6 or 8 million shares several times, while in between, most of the time, the volume just dries up, like now.
It's "flat lining" again, as in going for more than an hour, sometimes 2 hours w/o a single trade crossing - it just sits. IMO, again, from watching it in the past, that's when it has a big "dump" sell-off a lot of the time. One of those 15% to 30% drops in a blink. Who knows. The 3 month chart is ugly as heck IMO. Looks like a train wreck to me. "Walked back up" several times to 3 cents or more, then rapidly dumped on big volume spikes, then repeated several times. It's gone nowhere in 3 months, but if someone got caught in buying those peaks, they're underwater big now, often by the next day or maybe a few days at the most.
It's a 2, maybe 2.5 cent stock it looks like- it can't seem to hold over 3 cents. And when it's at 2.5 cents or below, the market cap is barely equal to, if not even below their present debts. Which IMO, means "the market" is not assigning much value, if any to the "company" or the supposed "technology".
How many "PR's" in just the past month and it didn't budge the long term needle an iota? TWO "Magnum" presses in a week or two- and it got the blow off, right back to the 50 DMA and 2.5 pennies. PR just doesn't seem to be cutting it, IMO. (even the "claim" of the WORLD'S FIRST blah, blah- didn't seem to get the excitement, IMO. 2.5 cents is where it's at.)
"The price hasn't dropped as fast as it has in this previous bumps after pr releases."?
That's always a sign of a healthy company and stock, the price not DROPPING "as fast" as its previous total collapses? Right on, stock prices "going lower" at a "slower rate" is probably how Warren Buffet got wealthy, I think he mentioned it once. I think?
" SO funding hasn't always gotten there when it should or how fast we would like. Big deal."
Yeah, what's a pesky thing like CASH FLOW and MONEY to a "business", who cares? I mean, when you have $4 MILLION in just receivables plus other short term debts, what's cash for? Big deal? Great IMO. $200K cash left at any given time againt $11 million plus debts, going concern warning, teetering on insolvency, these are all signs of a massively growing biz and edge of huge success, oh and the fact the stock can't even hold 3 pennies, that's usually the sure sign that it's about to be a BILLION dollar "proposition", not go BK or out of biz like the statistics of the 90% of the rest of the sub 3 cent stock, nope.
"I believe it's because BHRT doesn't want to sell their soul to the devil per say."
Yeah, not like giving 45% to 47% mega steep share discounts to firms like Asher and Daniel James for the most desperate kind of "financing" one can use, the ole convertible debt "death spiral" complete with resets and all. No, they're just doing those highly dilutive deals for like $35K or $100K in paltry cash each time, cause things are going great and they're in a stealth mode "holding out" for the "real" big uh "financing". They don't need that $135K cash to survive, like in the last 10-Q filing and they didn't just dilute the shares by more than 200 MILLION in about a yr, 1.5 yrs for nothing, they're in a secret "hold out" mode I guess, it's all a "stealth" thing to get that super hot "deal". Yep. I guess that's how it is probably. Maybe.
"Just as they have said numerous times that they have tons of offers DAILY on the table I can only surmise they are siphoning through which ones will work perfectly to their liking and as to how they see the future of BHRT."
Oh totally ! I mean at 2.5 cents, cash poor, using convertible debt all the time, having almost no cash and maybe 3 or 4 full time "employees" it's clear that's what's going on. Totally. They're hunkered down over some "stealth" table and they got PILES of these "offers", but they're turning um all down, and diluting at a record pace and going to ASHER and similar for like $100K of cash, cause those "deals" that are piled high on that table, they're just not "good enough". Yeah, that's gotta be it. Totally possible probably maybe. Yeah !
"They don't want to settle for more toxic financing than they have to........ !!!! "
EXACTLY. That's why every 10-K and 10-Q filing is FULL of "toxic financing" and massive dilution, cause they just don't want to "settle for more of it", exactly. Yeah, again, those "deals" are just sitting on that table, but the "siphoning through so many of um" that's what's holding it all up and keeping it as a 2.5 CENT stock with a market cap of about $11 MILLION, which is basically their debt. Yeah, it's hard to find someone to put up maybe $20 MILLION, like an amount that "big pharma" keeps in their petty cash drawer, for the biggest supposed "miracle" in modern medicine, exactly. It's all a "hold out" game they must be playing, totally. I mean they know that having almost no cash at any given time and only a few employees and a huge pile of debts, and using "notes" and "loans" from insiders all the time and "deferring payments" and "going concern" warnings from your CPA auditors- it's really the best way to get a really "hot offer" and "big financing" - it's a super secret "stealth" tool that other businesses just don't know about. "Siphoning" through piles of offers "they say" that "they" have must really be amazing and take years, cause that ole "financing" just hasn't hit yet, but BIG DEAL. Totally.
It's all clear, lower is better and money and cash for a business- WHO NEEDS IT? BIG DEAL. Totally. Just "siphon" through pile of "offers" that "must" be coming in DAILY. Not weekly or monthly, but DAILY. Yeah, that's the ticket. 6/10ths of one cent in late 2013, totally- it's the "offers" they're waiting on. It's all way clearer now.
If one wants to know how many shares Northstar LLC holds, just check the Bioheart 10-K or 10-Q filings, there is no reason to rely on some external website- all they do is "scrape" that info from SEC filings.
I'm well aware of how many shares Northstar holds at any given time, just read the SEC filings.
"Upon financing, preferred to common " Sure. Right. Has it happened? NO.
End of "story". It'll be a long, long, long wait for that one to come true IMO. How many similar statements have been made in the past that never came true? I have a list, but it's to long to post.
Just use this one as a reference- the ole "Northstar's GOING to raise $20 million". How did that one turn out? That was 2012. Still waiting....
http://www.marketwired.com/press-release/northstar-launches-20-million-private-placement-round-with-proceeds-fund-bioheart-trials-otcqb-bhrt-1713163.htm
"It sounds to me like Dr. Murphy, et al are willing to give up preferred shares for the greater good of the company to get financing."
WHEN have they (Dr Murphy for example) "given up" and "preferred" shares? When did that happen?
10-K or 10-Q page number or SEC filing?
From Super WHO? NOTHING in that statement makes a shred of sense. Ole Super whoever is incoherent IMO.
Northstar can't and is NOT being "forced" to do anything? Northstar and the BOD are ONE IN THE SAME? Explain how they can be "forced" to do anything when they have 100% TOTAL SHARE VOTE CONTROL? They hold the preferred shares with 25 to 1 voting rights over the common, and they "increased" the ratio as needed to insure they always "hold the vote" (it was 20 to 1 before the last increase).
"CHIME-----------------Cassel brought in 11/13 > ASHER 100m > Raising A/S to 2billion + Northstar forced to convert its Preferred = Financing Immanent--------------------" " = gibberish speak IMO.
I don't even know what that's supposed to mean or could possibly mean?
"CHIME-------------"?? Huh? What does that even mean?
"Asher 100m"?? What does that even mean? "Northstar" as stated isn't being, and can't be, "forced" to do ANYTHING by anyone. WHO would "force" them, when they and the BOD are one in the same and they hold all the controlling votes?
Super who? Old grXner's track record at "predictions" is about ZERO for 100. He has no batting average IMO. There are pages of Super whoever's "predictions" and I don't think I know a single one that ever came true about BHRT?
Here's a super-blah-blah "golden oldie" in which the "predictor" was boasting of supposedly becoming a "4.99% holder of BHRT shares". How did that one "work out"??
Direct quote from ole SF, the "predictor":
"I hope Your right. The Principal of Stem Cell XXXX LLC at this point will end up on the 10Q in 2nd quarter as a 4.99% owner. You guys gonna vote for me as a Director for the BOD?
I picked up a partial fill @ $0.0391 today...
sf "
Looks like the ole "genius" was buying large chunks at 4 cents a share- and we all know where it went from there? Yeah, "super"-blah, blah.