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"fully funded" or a "PR said" or "they said in a blog"- it's been said for years, and no "large funding" has ever materialized that I'm aware of?
There is no "missing pile of money" hidden somewhere or "funding tucked away", IMO, that's there to supposedly "fund this trial" as in MIRROR, which is now over 1 yr old since the original PR, stating "ONE PATIENT ENROLLED" and then never heard from again, as in the word "MIRROR" not even appearing once, in the last (latest) 10-Q filing.
Read the 10-K and 10-Q; they are nearly out of cash at any given time and heavily debt laden, as in even short term debts that must be paid or go into default or similar. They "finance" on a continual basis using things like ASHER, share dumping, steeply discounted warrant deals, paying bills in common stock shares, and similar (see most recent 10-Q page 23/24: there were 10's millions of shares "paid out" for all kinds of "stuff" and to all various "people" for such things as "services rendered"). They're so low on cash at any given time, they do "ASHER" or similar firm type deals (meaning ASHER themselves or a firm similar to them- a convertible debt deal with STEEP discounts on the shares), they do those continually, as they have little to no cash at any given time.
So, there is no "mystery" pile of "funding" money tucked away, IMO.
Then entire purpose of the 10-K or 10-Q is to state their financial condition and show cash on hand, debts owed (current and long term), etc.
Most recent 10-Q for example (period ending Q-1, 2014):
Page 4: Cash and cash equivalents was $218,984.
That's not even a month's or so worth of cash on hand, given their present "burn-rate" and cash use rate if one figures it out. Meaning if they didn't have more cash coming in via "financing" like ASHER or similar, they are lights out essentially.
Page 4, Same 10-Q, they have Accounts Payable (SHORT TERM DEBTS/PAYMENTS TO BE MADE) of $2,513,125.
Remember, that's against having about $200K cash on hand. That's essentially BROKE by any normal measure. $2 MILLION short term accounts payable, against $200K cash. What are they going to "fund" some "trial" with?
Page 4, Same 10-Q, ACCRUED EXPENSES, those are more "costs/expenses" that they've been racking up, delaying that are owed to "someone" or some debt holder. An accrued expense could be something like unpaid loan interest on a debt that is accumulating, something like that. It's typically considered a "current" debt.
They had accrued expense entry of $2,368,377
So add ANOTHER $2 MILLION or so into their "current" obligations. That's now $4 MILLION due (short term, "current" debt) against about $200K cash on hand. Not looking too good.
How low were they on cash? Well, look at their recent "financing" they reported on that same 10-Q, the most recent one.
PAGE 14: (they did ASHER deals as recent as Jan, Feb and March 2014 to bring in small amounts of cash, and at horrible terms, as in real steep share discounts. Why? Cause they need cash "trickling" in for survival, else, why would one do such lousy and desperate financing terms?)
PAGE 14:
Asher Notes (During this year)
During the three months ended March 31, 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 $97,500 (the “Asher Notes”).
The Asher Notes bear interest at the rate of 8% per annum. As of the quarter ended March 31, 2014 all interest and principal must be repaid nine months from the issuance date, the last note due December 26, 2014. 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....
Daniel James Management
On February 19, 2014, the Company entered into a Securities Purchase Agreements with Daniel James Management (“Daniel”) for the sale of 8% convertible note in principal amount of $35,000 (the “Daniel Note”).
The Daniel Note bear interest at the rate of 8% per annum with all interest and principal due February 28, 2015. The Daniel Note is 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...."
So, as recently as Feb 19, 2014, they did "financing" for a measly $35K with horrible terms and also just prior to that, an ASHER deal for $97K. So they did $135K in "financing", that's how bad they need cash to stay afloat. There's no "hidden" or "mystery" pile of "funding" tucked or hidden away, not according to their own 10-Q and 10-K.
On the 10-K, period ended yr 2013, they finished the yr with $46K, yep, $46 THOUSAND dollars left on hand (about the price of a mid level luxury car).
10-K, Page F-3:
Cash and Cash Equivalents: $46,227
And all the form 14 means, IMO, is they are upping the available shares to 2 BILLION from the present 970 MILLION or whatever the number is. It's not some hidden "code" for some immanent "financing" deal. The shares can be used for anything the BOD wants, as long as it's for legit "corporate business" (paraphrasing) as they, and only they see fit, with no shareholder input needed. It's all in black n white in the form 14 filing. This is the second form 14 filing in only a little over a yr (Jan 2013 for last one, that took the shares from like 200 MILLION to the 970 MILLION) and it never amounted to any "big financing deal" or whatever is being claimed. Just more dilution, that's all that occurred as far as I can see. Dilution and lots of it, on-going, non stop.
The period Q-2 is over already as of end of June. What will the new outstanding share count be? It was over 460 MILLION (500 million fully diluted) last 10-Q and I'd guess it's gonna be a lot more than that on this next, coming 10-Q, if past history is any indication or track record, IMO.
"first ever combination stem cell trial in the world"?? "EVER"?? and "IN THE WORLD"???
Kinda a bold "claim" IMO, in the age of Google. Just plugged in "combination stem cell trial" into ole Google, and it took a fraction of a second to return numerous search results.
Just read the first one, which sure sounds like a "COMBINATION stem cell trial" to me? Maybe I'm missing something here?
http://isci.med.miami.edu/clinical-trials-research/trials
TAC-HFT II: Phase I/II Study of the Safety and Efficacy of Transendocardial Injection of Autologous Human Cells (Mesenchymal or the combination of MSC and Cardiac Stem Cells) in Patients with Chronic Ischemic Left Ventricular Dysfunction and Heart Failure Secondary to Myocardial Infraction.
I believe "MSC" is traditionally bone marrow stem cells if not mistaken, but also can derive from other areas too? So it's a COMBINATION of a MSC type of stem cell and cardiac stem cells. It's a phase I/II as noted.
Sure sounds like an existing, "combination" uh "stem cell" ole "trial" to me? That's just reading one, out of About 8,440,000 results (0.33 seconds) from Google for the search term, "combination stem cell trial"
Here, here's one more just for good measure. This one is clear back in 2010, and describes STEM CELL COMBINATION TRIALS/RESEARCH in very specific details:
International Archives of Medicine 2010, 3:5 :
http://www.intarchmed.com/content/3/1/5
"Stem Cell Combinations"
"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), a MSC-like population which has previously been demonstrated to possess higher growth factor production ability as compared to control MSC cells [31],...."
Well, maybe add one more just for the heck of it- since the PR "claim" didn't specify first ever "human trial" of a combined stem cell approach- here's a "study/trial" involving "Yorkshire Swine" (I'd take that to be a pig of some sort?) but it's a COMBINATION stem cell trial:
"Enhanced effect of combining human cardiac stem cells and bone marrow mesenchymal stem cells to reduce infarct size and to restore cardiac function after myocardial infarction.
http://www.ncbi.nlm.nih.gov/pubmed/23224061
Well, since Google's making it so easy, here's one more, this one for "multiple myeloma". It's from 1992, so it's a golden-oldie versus the FIRST EVER COMBINED statement, IMO.
"Low-risk intensive therapy for multiple myeloma with combined autologous bone marrow and blood stem cell support"
http://bloodjournal.hematologylibrary.org/content/80/7/1666?variant=short&sso-checked=1
"all 75 patients was 68%, with 12-month event-free and overall survival projections of about 85%. Using both bone marrow and PBSC together with GM-CSF, autotransplants are safe and appear effective in myeloma, especially when prior therapy had been limited to less than 1 year. ...."
(PBSC is peripheral blood stem cell) according to the research paper.
SEVENTY FIVE patients in a COMBINED STEM CELL "trial" in NINETEEN NINETY TWO, 1992.
"FIRST EVER COMBINATION STEM CELL TRIAL in THE WORLD"????
"This is the only reason for the new 2 billion A/S"? No proof of that whatsoever, IMO. None.
Read the past form 14. Also said "no plans" as of the time of the filing. Yet, they blew past that share count and kept right on going.
Form 14, 8-16-2011, PAGE 1:
"
The amendment of the Articles of Incorporation of the Company to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share, from 75,000,000 shares to 195,000,000 shares."
Same Form 14, 8-16-2011, PAGE 4
"There is no current plan, commitment, arrangement, understanding or agreement, written or oral, regarding the issuance of common stock subsequent to the increase of the authorized shares"
EVERY LAST ONE OF THOSE 195 MILLION shares was used up and issued, fairly rapidly, and yet, just as is stated in this latest form 14 filing, there was no "current plan" to use them at the time of the form 14 filing.
Sound familiar?
The latest form 14, like the ones in the past, says the BOD (Board of Directors) can issue those shares at any time and for pretty much any reason they, and they alone, see fit, as long as it's for "corporate purposes" as they determine.
Latest form 14 filing, PAGE 51:(the increase to 2 BiLLION)
"Our Board of Directors and the consenting majority stockholders have adopted and approved resolutions and an amendment to the Articles of Incorporation to effect an increase of the number of common shares of the Company that the Company may issue 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. The Board of Directors and the consenting majority stockholder believes that the Increase in Authorized common shares is in the best interest of the Company and its stockholders because the increase in the number of authorized but unissued shares of Common Stock would enable the Company, without further stockholder approval, to issue shares from time to time as may be required for proper business purposes, such as providing for reserves that are often required when and if necessary to raise additional capital for ongoing operations, business and asset acquisitions, present and future employee benefit programs and other corporate purposes as we make every effort to become cash flow positive."
That's black and white, plain English. It can't be any clearer IMO. ("to issue shares from time to time")
A/S is typically "available shares" which would be 2 BILLION now per latest form 14 filed. The 466 million number is "issued" or already "outstanding" O/S shares and is already an old number (it's almost July 1st, 2014)
https://www.sec.gov/Archives/edgar/data/1388319/000114544314000633/d31331.htm
"Ratification of the increase of the authorized shares of capital stock of the Company from nine hundred and fifty million (950,000,000) shares of common stock and twenty million (20,000,000) shares of preferred stock, both $.001 par value respectively, to two billion (2,000,000,000) shares of shares of common stock and twenty million (20,000,000) shares of preferred stock, both $.001 par value respectively, effective as of the filing of an amendment to the Company's Articles of Incorporation with the Florida Secretary of State."
The 466 million number stated is already old, it's gonna be a lot more than that now, with all the debt to equity conversions done recently, plus, BHRT is always diluting for on-going "financing" based on recent history. They had very little cash left end of Q-1, not enough to cover their cash use/burn rate if one does the math. They've almost certainly done more dilutive "financing" since the period covered in the Q1, 10-Q filing.
In just the period from the time covered under their end of yr 10-K, period ended 2013, to their end of Q-1, 2014 10Q filing (March 24 to May 6th, 2014, a little over 30 days), they diluted by 466,396,016 - 420,920,157 = 45,475,859 or about 45 MILLION shares dilution in about a one month period.
Latest 10-Q, PAGE 1:
"As of May 6, 2014, there were 466,396,016 outstanding shares of the Registrant’s common stock, par value $0.001 per share."
(it's July now, so it's gonna be a lot more than that, IMO. Just look at all the form 4's filed recently, those shares alone are 10's of millions)
Latest 10-Q, PAGE 10: (they've hit about 500 MILLION already fully diluted, as of end March 2013, so it's gonna be a lot more than that as of July 1, 2014, IMO)
"Fully diluted, which means the "real" share count needed to cover all warrants, share options issued and so forth, is:
Fully diluted shares outstanding were 498,696,292 and 222,688,816 for the three months ended March 31, 2014 and 2013, respectively."
Latest 10-K, PAGE 1: (end of 2013)
"The number of shares outstanding of the registrant’s Common Stock, $0.001 par value, as of March 24, 2014 was 420,920,157."
It was a question to the BioheartUS "representative", no?
Perhaps this is the Doctor?? Well, if it is "the doctor" in the Bioheart official Press Release then 1) Why is that web site not listed in the Bioheart PR? And 2) Then why hasn't BioheartUS responded with the simple answer providing the same link?
They, BioheartUS, claim to be here (taken up a I-Hub presence) representing Bioheart in an "official capacity" and "answer questions about the company, its technology, business plans, etc" Then it should take about 2 seconds IMO, for BioheartUS to respond and confirm that same link is indeed thee "facility" referred to in the "South Africa joint venture PR" and also just give the physical address and phone contact info that's on that linked web site. If that's indeed, thee "Dr Walter Bell" of South Africa?
Simple, correct?
Please confirm for us, BioheartUS, it should be very simple IMO. Waiting BioheartUS, still waiting.
They just started the Venture?? WRONG. The PR says, specifically, that, "Dr. Walter Bell has been providing Bioheart therapies to patients in South Africa suffering from degenerative diseases since the end of 2013." (that's over 6 months)
One should not have to "phone" Bioheart or do their own "google" search or hunt for anything, IMO. It's simplistic, common sense, that any business has 1) A physical address 2) A phone and typically in the "modern" age 3) A web site with all contact, including email listed on it.
How can there be a Dr. Walter Bell listed in a press release, but that doctor does not have a simple, physical practice location already in existence in South Africa if he's been providing "Bioheart therapies to patients in South Africa since the end of 2013"? The PR says in bold, that 51 million people will "have access to Bioheart therapies" via this "treatment facility" that is "being expanded". For it to be "expanded", then it must, via simpleton logic, already have an existing address and location.
Any PR would list the contact info, IMO. It shouldn't have to be Googled or hunted down IMO. It's common sense. Just give the address and phone, it should take 2 seconds. BioheartUS said, specifically, they are here, on I-hub to answer any questions. Well, this one is a very, very, very simple question. An address and a phone contact for someone to find this "existing" (according to the Bioheart PR) facility. Read the wording of the PR, it's existing and has been "doing treatments" since late 2013, which is 6 plus months. Where do these treatment take place? Just an address is fine.
I've know people who do business with tiny operations in distant provinces in China these days and they all have 1) A physical mailing address and 2) A telephone one can call and 3) Most even have a web presence today. South Africa is far advanced as a society than remote China.
How does someone contact South Africa Dr. Walter Bell and the South Africa, new stem cell treatment facility? The recent PR gave no web site and no address or phone number to contact this new stem cell facility in S. Africa that is now part owned by Bioheart, according to the PR?
http://www.marketwired.com/press-release/bioheart-announces-joint-venture-in-south-africa-otcbb-bhrt-1923668.htm
Some may want to refer someone there, but there is no contact information in the Bioheart Press Release for Dr. Walter Bell in South Africa?
Is there a web site for this doctor and his practice or at least a address and phone? It seems that some kind of contact information and a location for this facility must be easily available?
Please provide contact information for the South Africa facility. Thanks.
"an additional 322K negative."? Uh, no. You don't understand cost of sales and expenses. The "revenue" is "top line" and comes with a cost of sales, a "cost". The gross "revenues" applied after cost of sales was 322,572 - 94,446 = 228,126. Thus, 228,126 is the very most they could have put into their pocket essentially. But, they had a tremendous growth in SG&A costs, and since that included marketing, one would assume a portion of that large expense increase would be due to these "revenues".
If your expenses outgrow any revenue, in order to gain that revenue, then you didn't "gain" anything. There can be no inference made IMO, that the loss would have been greater had the revenues not been booked- that's not how accounting 101 works.
If one were to back-out the revenue, the cost of revenue, and assume that a portion of the very large SG&A (sale/marketing, general and administrative costs, at least a portion were due to booking that revenue), then there may have been no difference in the loss, in fact, it even might have been smaller for all one knows.
Product "revenues" made no difference to their cash position. It's all in the 10-Q filing, Q-1, 2014. Their operational loss for Q-1 2014, was actually greater than the operational loss for the same yr-over-yr period prior.
Their expenses grew much faster than any "revenues".
See latest 10-Q filing, PAGE 5, "net loss from operations".
It was (531,084) in same qtr 2013.
It was (620,923) Q-1 2014, an increase.
BHRT was delisted from the NASDAQ on about Feb. 26th, 2009.
BHRT went public on about Feb. 20, 2008 in perhaps one of the worst IPO's in at least recent stock market history according to the commentaries I have read about it, netting almost no money after fees (about $1.5 million net after fees, when the initial IPO PR said they were going to raise approx. $70 million, then they kept lowering their target price and amounts and changing underwriters), and that was despite the then CEO even buying up some of the IPO shares himself according to the news reported.
http://www.techjournal.org/2007/09/florida%E2%80%99s-bioheart-prices-ipo-to-raise-up-to-70m/
http://venturebeat.com/2008/02/20/bioheart-a-new-record-for-ipo-futility/
http://globenewswire.com/news-release/2009/02/26/393349/160467/en/Bioheart-Inc-Receives-Notice-of-Delisting-From-The-NASDAQ-Capital-Market.html
It means nothing IMO, and is a total empty argument that BHRT was the ONLY "bio-tech" of 2008, as there were many, many companies that successfully went public that yr, including several medical related companies such as Mako Surgical and CardioNet.
BHRT has essentially traded straight down for the most part since it's IPO date price of about $5.25 with a few bumps and "pops" along the way, but a max-chart will show a near straight-line down trend. I don't believe it ever traded, not even a single day above its IPO price. It rapidly collapsed and declined from the IPO date forward, ending the yr as the worst IPO of 2008 according to reports that track IPO's (see links), down about 85% by Jan of 2009 at .79 cents, and was then de-listed from NASDAQ shortly there after Feb. of 2009 or so. So it only lasted about one yr as a "listed" company on the NASDAQ and has been a "penny" stock ever since, by all standard definitions of a penny stock that I'm familiar with. It was delisted from NASDAQ as it could not meet their minimal financial and asset and share price requirements according to the press release about the delisting.
http://www.marketfolly.com/2009/01/how-some-2008-ipos-fared.html
BHRT is at bottom of the list in that link above, down 85% by early 2009, at 0.79 cents a share (from $5.25 IPO price) in one yr, and then delisted from the NASDAQ shortly thereafter.
BHRT has been in financial troubles, essentially going clear back to the IPO period and for the most part at all times since then if one would read their 10-K and 10-Q filings (going concern warnings, debt defaults, massive share dilution as in over 200 million shares in just the past approx. 1 yr alone).
For example of the massive dilution of the common shareholder, here is a share count taken from page 1 of their 10-K/10-Q filings:
As of February 28, 2010 was 20,489,444.
As of May 6, 2014, there were 466,396,016 outstanding shares
They have defaulted twice on key, major loans/debt, the first being the default of the large, "Bluecrest" loan/note and then the B of A loan going into default.
http://www.bizjournals.com/southflorida/stories/2009/01/12/daily50.html?page=all
That Florida business journal article said that BK was possible in 2009, only one yr or so after the IPO, as the Bluecrest loan went into default.
Then, in 2010, they defaulted again on a large loan/debt, the B of A loan.
http://www.bizjournals.com/southflorida/stories/2010/07/26/daily1.html
This company has been struggling and in serious financial trouble since pretty much the IPO date. There has been "talk" and "chatter" of supposed "imminent" so called "big financing" about to "happen" going back years, not months as was stated yesterday, I believe. "financing" supposedly being "close" has literally been talked about for years, per what I've read on chat boards and even in the company's own statements in PR releases about "term sheets" and "financing is close" etc. They never materialized to any degree that I'm aware of. They, BHRT, simply keep diluting and selling shares and using "ASHER" type convertible debt deals and similar, to keep month to month cash coming in. Their own 10-K's and 10-Q filings, will show that they often end a quarter or fiscal yr, with near zero cash on hand, one filing I read, actually had "zero" as the cash entry on their balance sheet, literally entered as -0-. Zero cash. Most of the time it's a few $hundred thousand or less at any time.
PR about "imminent financing" that never happened that I'm aware of or showed up in subsequent 10-K or similar filings as ever having been completed as stated in the PR:
http://www.marketwired.com/press-release/bioheart-receives-2-million-term-sheet-investment-offer-from-vitalmex-global-leader-otcbb-bhrt-1686526.htm
http://finance.yahoo.com/news/northstar-launches-20-million-private-113119817.html
http://www.hotstocked.com/article/20272/bioheart-inc-otc-bhrt-left-the-bottom-on-the.html
http://www.bizjournals.com/southflorida/news/2011/10/06/bioheart-raises-3m.html
"currently no plans, arrangements, commitments or understandings for the issuance of the additional shares of Common Stock"
"currently" is a VERY specific word/wording IMO. It means, 5 minutes later, the BOD could meet, and per the statement in the prior portion of the 14C, they could "issue shares from time to time AS NEEDED...."
See previous 14C filings, there were also "no immediate plans", but the shares got issued, every time, and for all sorts of various reasons, none of which had to do with a single, "big", "lump sum" type of so called "financing deal".
14C, PAGE 51:
"Our Board of Directors and the consenting majority stockholders have adopted and approved resolutions and an amendment to the Articles of Incorporation to effect an increase of the number of common shares of the Company that the Company may issue 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. The Board of Directors and the consenting majority stockholder believes that the Increase in Authorized common shares is in the best interest of the Company and its stockholders because the increase in the number of authorized but unissued shares of Common Stock would enable the Company, without further stockholder approval, to issue shares from time to time as may be required for proper business purposes, such as providing for reserves that are often required when and if necessary to raise additional capital for ongoing operations, business and asset acquisitions, present and future employee benefit programs and other corporate purposes as we make every effort to become cash flow positive."
See that, "employee benefits" or "OTHER corporate purposes". Once they put "other" in the wording, it IMO, leaves it 100% wide open to pretty much anything the BOD deems to be "for corporate purposes" and solely at their discretion, "without further share stockholder approval".
It's plain English IMO.
No, IMO. That's a 14C. It's information that would/could be "required" in a proxy. It's not a "proxy" filing. One could argue I guess, the 14A is a "proxy", but again, in the case of BHRT, there was no "proxy vote" being called for by the common shareholders and it says so right in the "information filing" 14C. Further, there is no connection to the assertions being made of it meaning "financing "is imminent or "in the works" IMO, none. Don't see even a remote connection to making that vast claim.
It's simply increasing the authorized shares to 2 BILLION at the behest of those who control the shareholder vote, i.e. "insiders" and it says essentially just that and that the shares can be used for essentially anything the BOD deems to be "corporate needs or corporate business" (paraphrasing) and they can issue them from "time to time as needed", and says essentially, "Thank you very much common shareholders, but your input is not needed, nor is it wanted" (paraphrasing). And that is all it says. It's a notice of increasing the outstanding shares, just as they've done about 1 yr ago and again prior to that using form 14 filings. And they never resulted in some "big financing" deal. See the 14C filed about 1 yr ago authorizing the increase from about 190 MILLION to now 970 MILLION shares. It's essentially the same, and resulted in no "big financing" deal that I'm aware of?
From the 14C:
"SCHEDULE 14C
Information Required in Proxy Statement"
"WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY"
"This notice and information statement (the “Information Statement”) "
The 14C is a "Statement of information" and is not a "proxy" requesting a vote or declaring a meeting or similar.
"Our Board of Directors and the consenting majority stockholders have adopted and approved resolutions and an amendment to the Articles of Incorporation to effect an increase of the number of common shares of the Company that the Company may issue 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. The Board of Directors and the consenting majority stockholder believes that the Increase in Authorized common shares is in the best interest of the Company and its stockholders because the increase in the number of authorized but unissued shares of Common Stock would enable the Company, without further stockholder approval, to issue shares from time to time as may be required for proper business purposes, such as providing for reserves that are often required when and if necessary to raise additional capital for ongoing operations, business and asset acquisitions, present and future employee benefit programs and other corporate purposes as we make every effort to become cash flow positive."
"stock will run now"??
Like it "ran" from .08 to .02 in about 1.5 to 2 months, a loss of 75%?? Guess they call that a "downhill run"?
Someone who bought only 1.5 to 2 months ago, only needs about a 100% to 250% gain now to break even. That's some "run" IMO.
"Bioheart is about to RUN $again$
For those of you that have used BHRT like an ATM over the past 3 years. Get ready for another run. Proxy is done and the turn to financing is closing, regardless ASHER has 50million share warrant at $0.0197"
Huh? What??? What "proxy? BHRT has filed no proxy that I'm aware of? Is there a BHRT proxy posted somewhere? Proxy for what? A "proxy" statement is normally used when soliciting a shareholder vote and/or such as an annual meeting announcement, a form 14A. Where is there a "proxy is done" form 14A for BHRT, and what would it be for? BHRT never files "proxy statements" that I'm aware of, as the insiders control all voting rights anyway according to their 10-K/10-Q (25 preferred share votes for Northstar, at 20,000 million shares = 500 million voting rights, right there), so what would they be asking for a vote on?
http://www.sec.gov/answers/proxy.htm
Here is the link to the SEC EDGAR database for Bioheart- don't see any "proxy" filing? So where is this "proxy" supposed to be?
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001388319&type=&dateb=&owner=include&count=40
Asher has 50 million warrants at .0197??? Where? When? What page of 10-Q or 10-K makes that statement? There were about 50 million warrants issued recently (past 1 yr approx. I believe), but they went to many different "parties", no way to indicate they all went to ASHER?
"turn to financing is closing"?? How could anyone possibly know this? What proof is there that this is true?
The statement makes no sense IMO.
"that would be you. You first spoke of it and linked to it. "?
WRONG. The first place I ever saw it discussed was insetorstemcell site. I'd be happy to link to it.
It's PUBLIC INFORMATION on a county site. There's no mystery or anything to hide? Look at dubb, he just "stumbled" on another one. Looks like it coincides with the youtube stuff that was also discussed/posted about on inverstorstem.
Broward County Clerk of the Court web site - looks like Comella has retained an attorney now. Since it was first listed by the clerk, at least when people first spoke of it and linked to it (that I saw/read), the suit listed the plaintiff(s) and her/their attorney (an M.D. and 3 companies as plaintiffs), but the "box" on the web site for where Comella's defense "attorney" would be listed was always blank to this point in time(each time I read it in the past at least).
https://www.clerk-17th-flcourts.org/Clerkwebsite/BCCOC2/OdysseyPA/CaseSummary.aspx?CaseID=7155410&hidSearchType=party_case&DisplayCitation=no&CaseNumber=CACE13024037&SearchType=
The suit "summary table" is now filled in it appears with a Florida attorney "retained" by Comella. So, the case must be advancing, at least to some degree, IMO. Or, it at least hasn't been dismissed or vanished up to this point, it appears? The clerk-of-the-court public web site states it apparently involves the BHRT Chief Science Officer (Comella) as defendant, and lists qty-3 companies, "Ageless" and "Laboratory Kits" and "Stemlogix" as plaintiffs, at least 2 of which, I'm almost certain that BHRT had previous "business dealings" with, as they appeared in past SEC filings and/or BHRT "PR" that I read.
Comella also worked for/at "Ageless" I believe? She is seen in photos I've seen prior, with the "Ageless" logo on her lab coat. I believe she's actually listed herself in prior public documents as the "CEO" of "Stemlogix" and the "Chief Science Officer" of "Ageless". She was/is apparently the BHRT full time "Chief Science Officer and Sr Mgt team member" AND a "Chief Science Officer" of "Ageless" AT THE SAME TIME AND and was/is the CEO of "STEMLOGIX" all apparently AT THE SAME TIME.
http://www.stemcellpioneers.com/showthread.php?7000-Installment-61-Ask-the-Doctor-with-Kristin-Comella-CSO-of-Bioheart-Inc
She has titles in that PR relating to both Ageless and Stemlogix and BHRT that appear to run concurrent/overlap, IMO reading it.
Interesting IMO.
http://www.reuters.com/article/2012/02/14/idUS94395+14-Feb-2012+GNW20120214
http://globenewswire.com/news-release/2012/05/29/477877/257402/en/Bioheart-and-Ageless-Regenerative-Partner-to-Advance-Stem-Cell-Field-With-New-Laboratory-Training-Program-on-June-23-24-2012.html
Those show PR of Bioheart and "Ageless" in some sort of "partnership" and "licensing/rights for Adipose" deals.
http://finance.yahoo.com/news/bioheart-partnership-stemlogix-leads-first-161440921.html
And that one shows Bioheart and "Stemlogix" in some sort of "partnership".
Interesting, IMO, that no "PR" or any public info has ever been made about this apparent suit that's on the public viewing portion of the Broward County 17th Judicial Site official portal? Not that I'm aware of anyway?
Spread is almost 6%. The mm/broker-dealers got it opened WAY up as vol has dropped way off.
One hour left in trading day and it's at about 250K shares @ 0.0215 = approx. only $5K total dollar vol. traded so far on the day.
It's been "flat-lining" again, going as long as one hour or more w/o a single trade crossing.
Testing, right at that 200 DMA of .02 pretty much.
If you're claiming to be "official representatives" as in, "insiders/Sr mgt" of a public traded, stock based company- where are your SEC and other required "disclosures"?
Might wanna get those added to any statement(s) being made to the public, on a public forum, IMO- especially when you're specifically discussing your stock price, stock trading action (as in apologizing for it previously, to a single, individual, common-stock share holder), making non "PR" statements to specific individuals about plans, company actions, material events, future plans, stock price behavior, etc.
Just a thought and opinion.
Public traded companies, per my experience, as a CARDINAL RULE, never, ever discuss their company stock price, public shares trading action, etc (in RARE instances and only through 100% public disclosure and officially released "PR"). IMO, and experience and in commentary I've read or heard by "industry experts", published in textbooks or similar such as CNBC, for example, it's just not done and for many, many different reasons.
Sure. And a former supposed CEO of a public traded company did NOT know the difference or purpose of a 10-K versus a 10-Q versus a Form 4 SEC document.
Right.
"Official"?? Like when "Howard Leonhardt", the past CEO appeared?
"Official"?? Doubt it. Highly. It's a logo and an "alias". Nothing "official", IMO.
Yes, you CAN continually have lower highs and lower lows AND have the stock close green.
The down "trend" line is solidly intact and a one day "green close" such as today, on a few, low vol end of day trades, does not alter that trend yet. It's in a solid, confirmed down trend. LOWER HIGHS and LOWER LOWS, still, yet to be broken.
If it closes "green" on ONE DAY, it means nothing regarding the "trend" or "trend" line.
Because one doesn't understand the basics, that doesn't change the truth. It's in a DOWN TREND, and it's a fact based on the trend line.
Look at the 50 DMA and the 200 DMA and look at the fundamental trend line. ONE day's close- is not how "trends" are established. LOWER HIGHS and LOWER LOWS, that's what it's doing as the "trend". A down trend, since the peak of .08 and subsequent rapid collapse from there.
It's continually making lower highs and lower lows. That's "what".
Look at a 3 month chart. Understand what it means. Know what a trend line is. It broke the 200 DMA twice in less than 20 days or so. It's touched the 200 DMA twice now in a week. It came within 1/10,000th of a cent (today's low was .0201), of breaking the 200 DMA avg again today, on the high AM vol. It opened down, not even at the previous day's close.
It breached the 50 DMA about 2 months ago, and has not come even remotely close to re-testing it, or even approaching it. It's DOWN TRENDING, which is a pattern of making lower LOWS and lower HIGHS. It's NOT a "one day" event. It's a trend.
It's been the majority of it's vol DOWN on high vol days and only "up" via small, $500 or similar "closing" trades like today. The vol has been dropping off significantly. The days it's traded down, are on higher vol, than the days they "walk it up" on a small, "up" vol, single trade like today.
It's also been "flat lining" - it's sits, many times a day now, where a single trade doesn't cross the "tape" for 30 minutes, often an hour or more. This is known as becoming ill-liquid.
If one can't read or understand the fundamentals of a solid down trend, via looking at a basic chart- there are many good books available or web sites that can explain how to understand, "basic" technicals.
A "trend" or "trend line" is NOT based on a single day's close. It's called a "trend" for a reason. Use at least a 3 month chart. Or, if the total collapse wants to be seen- then look at the peak of .08 on March 1st- 3rd, and the subsequent massive collapse, to now essentially 2 cents. A LOSS of about 70% or more, in about 3 months. THAT is a down trend and a solid one at that. As in LOWER HIGHS and LOWER LOWS for 3 months straight.
For all intents and purposes, it's a 2 CENT stock again. It's as simple as that.
Lower highs and lower lows. It's in a solid down trend and vol has dried up and any "up" days are on lower vol than down days.
It broke the 200 DMA twice now on May 20 and 21st, the 20th being on high vol. It touched the 200 DMA yesterday and looks like it's gonna test it again today possibly.
If it breaks the 200 DMA (.02), it doesn't have much support below that, clear to the one cent range IMO. Whenever vol dries up on this one, like it has now for about a month, it "ratchets" down, just like it's been doing for over a month now, with some large, single drop days that can exceed 10% or 20% often, in a blink.
It's gone pretty much "ill-liquid" when it trades less than 1 million shares a day, or often, less than 500,000 shares a day now (500K x .02 = only $10K a day in total dollar vol). One sell order of "size" when it's at this kind of volume, drops it real hard typically.
This 200 DMA area is either gonna hold, or it might be a 1.5 or 1 cent stock again soon, IMO.
"we would be training a lot more on the Nasdaq."?? The company, today, does not meet the minimum requirements to be listed on the NASDAQ?
(must mean "TRADING", not "training" on NASDAQ), in any event, the company does not meet the minimum requirements today, to be traded on the NASDAQ.
http://www.lexisnexis.com/legalnewsroom/securities/b/securities/archive/2012/04/27/new-nasdaq-2-3-initial-price-listing-standards.aspx
The "reported revenues" for Q-1, 2014 were off-set by a huge increase in their cost structure, resulting in a larger operational loss in Q-1, 2014 than in Q-1, 2103 (yr over yr). The "revenue" made no difference essentially, to their dire financial situation.
Latest 10Q, PAGE 5:
Revenue in Q-1 2014 was 322,572 - 94,446 (cost of sale) = gross revenue/income of $228,126.
SG&A (sales/marketing, general and admin.) expenses for Q1, 2014 and Q1, 2013 were:
Marketing, general and administrative expenses:
Q1 2014: 838,329
Q1 2013: 370,533
Thus costs/expenses increased by 838,329 - 370,533 = 467,796 or more than twice the gross "revenues". ALL THE REVENUE IN THE WORLD, does not matter, if your expenses/costs outpace and grow faster than the revenue. There are many, many, many companies with $1 BILLION or more in "revenue", but they can't make a "profit" or a net income to save their lives and thus are teetering on BK.
So, COSTS/expenses more than doubled from 370,533 to 838,329, off-setting any effect of "revenues" increasing by the approx. $228,126.
This resulted in an operational loss for Q-1, 2104, that was greater than the same period 1 yr ago:
Net loss from operations Q1 2014:(620,923)
Net loss from operations Q1 2013: (531,084)
(parenthesis equals a "loss", thus 620,923 is a larger loss, than same period 1 yr ago)
Despite a huge increase in their cost/expenses for SG&A, their "R&D" expense line/spending essentially collapsed to near nothing, in the same period, barley $10K for the entire Qtr.
Research and development Q1, 2014: 9,857
Research and development Q1, 2013: 163,974
A collapse in R&D spending, is never a "good thing" for a medical/bio-tech "research and development" based company, IMO, especially one, supposedly trying to conduct phase II/III level "research trials". Companies in the biotech, pharma, and high tech arenas thrive on their R&D spending; most boast when they can increase R&D spending, to increase the chance at new products and filling their "pipelines", let alone completing the "R&D" trials and similar, already underway.
Nothing "got better" financially, IMO.
"revenues" and "partnerships" and "trials" and adding "key team members" - it's not "new"??
In 2008, Leonhardt, in this public PR was "projecting" sales/revenues, as in "soon" of $20 MILLION dollars in 2009. $20 MILLION "projected", big ones? How did that work out?
http://www.bloomberg.com/apps/news?pid=newsarchive&sid=asecNvIZ.xXI
Or, in this "PR" from July 2008, changing CEO number 4, "Pinon", and in the "PR" talking about "regulatory approval" of Myocell, clear back then, as if it was "close".
http://www.bizjournals.com/southflorida/stories/2008/06/30/daily39.html
Or this one, with CEO "Groth", clear back in 2010, talking about "Centers Of Excellence" and a MIDDLE EAST "deal" (where have those terms been used before?)
http://www.firstwordpharma.com/node/655954?tsid=17#axzz346TZidYB
There's "PR" along the same lines, as far back as one wants to go in BHRT's public (even pre public 2007 and similar "PR") history, IMO. All about "partners" and "deals" and "revenues" and "sales" and "trials" and "strategic", etc
"Phase 3 Myocell"?? Where? When? Total R&D spending in Q-1, 2014, was less than $10K, under "research and development expenses" on the 10-Q filing? A phase III trial is being run on about $3K a month? There hasn't been any phase III trial "advancing" in years that I'm aware of reading about, except that "MIRROR" had "started" about 1 yr ago and "ONE PATIENT WAS ENROLLED in Mexico". Other than that, "MIRROR" the word, or any description of the "trial" did not appear in a word search of the Q-1, 2014, 10-Q filing, to my knowledge?
http://www.marketwired.com/press-release/bioheart-announces-phase-iii-mirror-trial-for-myocell-initiated-otcqb-bhrt-1807938.htm
Note in that "PR" the words "up to". As in "up to" 35 centers and "up to" 126 patients over a 12 month period, etc. "Up to", means, IMO, anywhere between greater than 1 and less than 35 or greater than 1 and less than 126. "Normal" wording, IMO, regarding a statement of enrollment would be more like, "The trial will enroll a MINIMUM of 94 patients to meet the end point criteria and a maximum of 126." When a trial is "designed", as to be statistically "relevant", the lower number for enrollment must already be defined. It's not an open ended, or unknown number, as in "up to", not that I'm aware of, or familiar with?
Same "PR", almost 1 yr ago now, also stated the following:
"The FDA has placed a hold on the request for an Expanded Access protocol using MyoCell in part because the proposed expanded access study would likely interfere with the clinical development of MyoCell and/or interfere with developing market approval. Bioheart intends to continue enrollment in the MIRROR trial while hold items are addressed with the FDA. In addition, Bioheart plans to initiate part 2 of the MARVEL trial using the J&J MyoStar™ Catheter to deliver MyoCell to CHF patients."
I'm not aware of any subsequent info stating that the "MARVEL" part 2, has ever been "re-initiated" as of today or that any "FDA hold" issues have been "resolved" or whatever the case was? Never have seen any "PR" to further clarify that, not that I'm aware of? What "hold items" needed to be "addressed" with the FDA, and when/how did they get "addressed", if ever?
"The past is irrelevant"?? The "past" is highly relevant IMO, as it shows BHRT has been struggling financially, clear back to the IPO date. They were de-listed from the NASDAQ after only about 1 yr and then, 2 yrs or so after the IPO, July 2010, had a major loan go into default (B of A loan, resulting in the creation of Northstar), as in, BHRT has been in continual financial decline and struggles. A stock price decline of 98% or more, since the IPO, combined with massive common share dilution, is hardly a glaring "success", IMO.
I think to many, it's a logical question: If they couldn't "get it done" when it was a $5.25 stock, with the company valued at $70 million or whatever the case was, if they couldn't "get it done" or raise any significant funds on IPO day or any day in the yr after that at $3 a share or later at $2 a share or at $1 a share or at $0.75 a shares, etc, then why/how would they be likely to "get it done" when it's now about a 2 cent stock, with barely an $11 million market cap, highly diluted from IPO (less than 20 million shares on IPO day, to now over 466 MILLION shares and rising, today) - if in all that time, they never could raise any single, lump sum of significant "funding", or attract any partner or significant "financial investment/infusion", but only continue to dilute and use "ASHER" and every form of odd-ball "financing" and "loans" and hanging-on and the likes for years, then why, why now, as a 2 cent stock, would they suddenly get "large funding" or would the "trials", trials that have been parked and not advancing since 2009 essentially, 1 yr within the IPO date, if they couldn't move them forward since clear back then, then how/why now, as a 2 cent, low market cap, highly diluted stock?
Those are logical questions and the past is a huge part of the "story", IMO.
The "future", in the opinion of their 10-K auditor's warnings and in the "going concern" and other warnings of Sr. Mgt themselves, is "daunting" to say the least, IMO. The future is "bright"? Based on what criteria? They're "borrowing" and using "related part advances" and convertible debt "financing" and 10's of millions of warrants, etc, to, essentially, "hang-on", as recent as what was conveyed in the most recent 10-Q filing?
BHRT used to be on the NASDAQ and we delisted after only about 1 yr. A very "short run" as a "listed" company.
They had one of the worst IPO's in at least recent, if not all, IPO history, at least the past 20 or 30 yrs of IPO history, according to commentary I've read. Netting only about $1.5 million (after costs), even despite the then, CEO buying up some of the shares himself. (they initially stated they'd raise between about $40 to $70 MILLION on the IPO, continually lowering their target amount)
http://venturebeat.com/2008/02/20/bioheart-a-new-record-for-ipo-futility/
http://venturebeat.com/2008/02/19/three-yards-and-a-cloud-of-dust-bioheart-makes-it-across-the-ipo-goal-line-but-with-little-to-show-for-its-struggles/
There were many companies that went public in 2008, raising about $28 BILLION dollars. 2008 for example included IPO's for Visa, American Water Works, Cardionet, MAKO Surgical, among others. BHRT ended up being the worst performing IPO of year 2008.
http://www.reuters.com/article/2008/12/31/ipos-idUSN3138728020081231
http://www.marketfolly.com/2009/01/how-some-2008-ipos-fared.html
BHRT see link above, finished DOWN 85% on the yr of its IPO, bottom of the list.
They did not have a major IPO "sponsor" like Morgan, Citi, UBS, or Lehman or JP or Merrill. Their IPO was via a rather small, relatively unknown underwriting firm of I believe "Dawson James Securities, Inc". They went through/fired several underwriters in their attempt to go public, according to several articles/stories.
http://www.pehub.com/2007/10/bioheart-changes-ipo-terms-and-underwriters/
http://dealbook.nytimes.com/2007/10/15/bioheart-cuts-ipo-price/?_php=true&_type=blogs&_r=0
BHRT went public in Feb. 2008 and was DE-LISTED only about Feb. 26th, 2009, only about ONE YEAR later (which in itself, could possibly be some sort of new record perhaps, lasting only 1 yr from NASDAQ to being delisted, not sure?)
http://globenewswire.com/news-release/2009/02/26/393349/160467/en/Bioheart-Inc-Receives-Notice-of-Delisting-From-The-NASDAQ-Capital-Market.html
The stock has been essentially straight down, in decline, with a few "pops" along the way, since the IPO. A "max" chart shows the stock today, is down from $5.25 a share on IPO date, to now about 2 cents, or a decline of approx. 99.59%.
Since the present CEO took over in Jun. 2010 (number 3 CEO since IPO, I believe, maybe 4th? Leonhardt, Groth, Tomas and I believe right before IPO, was maybe a 4th person?) the stock has declined from about the .45 cents to .50 cent range when Tomas took over, to now about the 2 cent range, with a low of .0063 (6/10ths of one cent in Dec. 2013), or approx. a 95% decline.
For yr 2008 there were 43 U.S. IPOs which raised at least $50 million.
Total U.S. IPO proceeds were $28 billion, in 2008.
87 U.S. companies filed for IPOs (2008) but then withdrew this year" (that's typical for well-led companies IMO, they pull the IPO if the timing is not right and wait, you read of it happening all the time, even in recent yrs)
List of the majority of U.S. exchange 2008 yr IPO's and amount raised in $millions of dollars: note, it's the dollars raised listed, not the share price. As in Visa raised $17,864 million or $1.7 BILLION dollars. Cardionet, a medical company- raised $81 million (note, two raised over $1 billion) (bottom of list BHRT at just under $6 million, of which they only "netted" something like $1.5 million after costs)
Visa $17,864
American Water Works $1,247
Intrepid Potash $960
GT Solar International $499
Colfax Corp $337
Williams Pipeline Partners $325
Western Gas Partners $309
RiskMetrics Group $245
Hatteras Financial $240
Navios Maritime Acq Corp $220
Whiting USA Trust I $217
American Capital Agency $200
Safe Bulkers $190
RHI Entertainment $189
Rackspace Hosting $187
Verso Paper $168
Pioneer Southwest Energy $156
Cascal B.V. $144
Grand Canyon Education $126
Britania Bulk Holdings $124
Energy Recovery $119
IPC The Hospitalist Company $83
CardioNet $81
ArcSight $61
China Distance Education $61
Chardan 2008 China Acq Corp $55
Real Goods Solar $55
MAKO Surgical $51
North Asia Investment Corp $50
China Mass Media Corp $48
ATA Inc $46
Heritage-Crystal Clean $21
BioHeart $5.78 (we'll add the decimal since it's so low)
Figured today would be the "selling day". Was going to post last night, but didn't get time.
I'd been watching for it to be "walked up" (on low volume) to the .025 area, and figured that would trigger another seller/share dumping point. For the past week, they brought it "up" but on extremely low vol, like $6K or so, total vol traded on several trading days (that's like qty-12, $500 trades in an entire day, but the mm/brokers would widen the spread to close it "up" like 3 to 5% on several days, on maybe a $300 closing buy order).
There are just a LOT of "in the money" warrants and shares and "convertible shares" out there now, like in the 10's of MILLIONS with strike or grant prices in the 1 CENT range (on floorless convertible there is no bottom price) (see latest 10-Q, 10-K filings, just read up on the millions of warrants alone, that are now in the 1 cent to about 1.6 range). If a "big boy" wants to unload, IMO, it will be done in "cycles/ratchets" just like we've been seeing. They can double their money, on short term money, if they can unload 1 CENT shares at anything above 2 cents or so, or even make 50% return on their money at the .015 to .0175 range.
They sell a load on high volume days like the past several weeks (dropping 10% to 20% in a blink) then let it recover a bit, the mm/brokers "walking it up" over a period, say one week, on tiny, $500 to $1000 buys, then when it gets back up "in range" they sell another large chunk off, IMO.
There is just too much dilution and share "overhang" IMO, for the "PR" blasts to have much effect. I mean, when you're down to spending $5K for a "month's worth" of paid "penny promotion" and put out a PR about every few days about "something" (talk, conference, award, whatever), it tells me, IMO, someone wants to sell stock, and a lot of it, probably.
Past 14C Filings spoke of "financing" for "trials"- but did it ever happen?
14C filed on 1-7-2013 to increase "authorized" outstanding shares from 200 MILLION to 970 MILLION, done only about 1 yr and 5 months ago. And now ANOTHER 14C is being filed to take it to 2 BILLION.
https://www.sec.gov/Archives/edgar/data/1388319/000114544313000041/d30065.htm
But what did the 1-7-2013, 14C filing say on PAGE 30:
"INCREASE AUTHORIZED COMMON SHARES
Material Terms, Potential Risks And Principal Effects Of The Increase of Authorized Common Shares
Our Board of Directors and the consenting majority stockholders have adopted and approved resolutions and an amendment to the Articles Of Incorporation to effect the increase of the authorized capital stock of the Company from two hundred million (200,000,000) shares of capital stock consisting of one hundred and ninety-five million (195,000,000) shares of common stock and five million (5,000,000) shares of preferred stock, both $.001 par value respectively, to nine hundred and seventy million (970,000,000) shares of capital stock consisting of 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. The Board of Directors and the consenting majority stockholders believe that the increase in authorized common shares is in the best interest of the Company and its stockholders because of a need to reserve shares for the conversion of convertible securities, raising of capital, and as an alternative to providing cash compensation. For example, the Company currently has up to 60,924,115 shares issuable upon the conversion of convertible securities.
The Company currently has up to 60,924,115 shares issuable upon the conversion of convertible securities and would require the additional shares of common stock in the event a convertible security holder exercises their right to such shares of common stock (of which none have requested conversion or are likely, in the Company’s opinion, to request conversion until additional shares are available). In addition, the Company has significant debt obligations (as disclosed in its financial statements), deferred compensation obligations, and is incurring additional affiliate debt as a member of the Board of Directors has, to cover expenses in the ordinary course of business, loaned the Company $153,300., in the last week. The Company will be issuing 10,000,000 restricted shares to an affiliate as consideration for debt forbearance (currently available in the float). The Company may, but has no definitive plans, reduce its debt obligations either through converting outstanding debt into equity (including possibly issuing restricted common stock to Board members and affiliates to reduce their debt obligations arising from funds loaned to the Company) or raise additional capital for general operations and to complete clinical trials essential to our business plan, through the sale of convertible debt or equity. Further, the Company can raise additional capital through the sale of common stock, at the Company’s discretion, pursuant to a Standby Equity Distribution Agreement dated as of November 2, 2011and registered pursuant to an effective Registration Statement (SEC File #333-179096) of the common stock on Form S-1 (to be updated on a Post-Effective Amendment), provided additional shares of common stock are available. However, the Company, at this time, has no plans to draw down from this Standby Equity Distribution Agreement, raise capital, or convert any debt obligation."
Sound familiar? BUT, did any major "clinical trial" get "advanced" or "move forward" OR COMPLETED (the 14C says COMPLETETION of clinical trials) since that time and ALL THOSE SHARES being not only "authorized" but now, more than 200 MILLION of them becoming "common trading shares" as they did get "issued" and as of today, each month, continue to be "issued"??
Or, how bout the 14C filing PRIOR TO THAT ONE on 8-16-2011. What did it say?
https://www.sec.gov/Archives/edgar/data/1388319/000114544311000793/d28534.htm
"The amendment of the Articles of Incorporation of the Company to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share, from 75,000,000 shares to 195,000,000 shares."
What did PAGE 3 SAY FOR EXAMPLE, in 2011:
"There is no current plan, commitment, arrangement, understanding or agreement, written or oral, regarding the issuance of common stock subsequent to the increase of the authorized shares."
Or what did PAGE 4 SAY IN 2011 14C for example:
"
The Company believes that this increase is in the stockholders’ best interests as it increases the availability of additional authorized, but unissued, capital stock to provide the Company with the flexibility to issue equity in financing transactions, in connection with the future acquisitions, as an incentive to employees, officers, directors and consultants and for other proper corporate purposes which may be identified in the future....
There is no current plan, commitment, arrangement, understanding or agreement, written or oral, regarding the issuance of common stock subsequent to the increase of the authorized shares.
In addition to the corporate purposes discussed above, the authorization of additional capital, under certain circumstances, may have an anti-takeover effect, although this is not the intent of the Board of Directors. For example, it may be possible for the Board of Directors to delay or impede a takeover or transfer of control of the Company by causing such additional authorized shares to be issued to holders who might side with the Board in opposing a takeover bid that the Board of Directors determines is not in the best interests of the company and our stockholders. The increased authorized capital therefore may have the effect of discouraging unsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover attempts, the increased capital may limit the opportunity for the Company’s stockholders to dispose of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal. The increased authorized capital may have the effect of permitting the Company’s current management, including the current Board of Directors, to retain its position, and place it in a better position to resist changes that stockholders may wish to make if they are dissatisfied with the conduct of the Company’s business. "
SOUND FAMILIAR????
NO "CURRENT" plans. and "financing" and "anti-takeover effect". EXACT SAME WORDING. But EVERY LAST ONE OF THOSE SHARES got used up and issued "for something" in the following approx. 2 yr period from that 14C filing, when ANOTHER 14C was then filed, taking the "authorized shares" from 200 MILLION to then 970 MILLION and now ANOTHER 14C has been filed to take it to 2 BILLION.
And NOWHERE along the way, did any "big finance deal" happen. And that was despite a "PR" such as the following being issued on Oct 15th, 2012 that Northstar was going to raise $20 MILLION in a "private placement" round. DID IT HAPPEN?
http://finance.yahoo.com/news/northstar-launches-20-million-private-113119817.html
75 MILLION to now 970 MILLION "authorized" and from 40 MILLION or so outstanding shares to now 460 MILLION plus and did a "big financing deal" ever happen or did one of the major phase II/III trials "GET COMPLETED", let alone, even "move forward" or progress since 2009/2010 time period? Not that I can see, IMO.
How can anyone claim to be "setting a date" of when a "major financing" deal would happen, unless they specifically have insider trading/corporate information?
The 14C being filed means one thing ONLY. That the "authorized" outstanding shares are being increased to 2 BILLION, from approx. the present 950 million. That is all a 14C means and nothing more can be "inferred" from it. The 14C is loaded with "forward looking" disclosures and other disclosures. It clearly states, the purpose of the authorized shares, can be for pretty much ANYTHING THE BOD determines them to be "needed" for, as long as it's related to "corporate purposes", as determined by them, with no shareholder or anyone else's input required or needed.
14C FILING, PAGE 51:
"Material Terms, Potential Risks and Principal Effects Of The Increase of Authorized Common Share
Our Board of Directors and the consenting majority stockholders have adopted and approved resolutions and an amendment to the Articles of Incorporation to effect an increase of the number of common shares of the Company that the Company may issue 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. The Board of Directors and the consenting majority stockholder believes that the Increase in Authorized common shares is in the best interest of the Company and its stockholders because the increase in the number of authorized but unissued shares of Common Stock would enable the Company, without further stockholder approval, to issue shares from time to time as may be required for proper business purposes, such as providing for reserves that are often required when and if necessary to raise additional capital for ongoing operations, business and asset acquisitions, present and future employee benefit programs and other corporate purposes as we make every effort to become cash flow positive."
"OTHER CORPORATE PURPOSES" pretty much leaves it wide-open, that the BOD, upon their own choice, can issue new shares "from time to time" for ANYTHING THEY DEEM NECESSARY. It's in black n white.
BHRT does "financing deals" essentially every month, on-going, and has done so for many, many years. They are done via dilutive financing, typically using "convertible debt" of some kind, with steep discount provisions, or "warrants" and other, highly dilutive methods. They do "financing" constantly. They used so many shares, that in the past 1-yr period the outstanding shares more than doubled from about 190 MILLION to now over 460 MILLION.
From the latest 10-Q, just as the most recent examples- BHRT did "financing" as recent as April, 2014. They pour out shares like water for the most part, 10's of MILLIONS at a time, for everything from paying/settlement of common bills/advances/debt payments, to "financing" to "warrants" to "stock options" for insiders, to paying Northstar, etc. They more than doubled the outstanding shares, in less than the past, 1 year period.
Most recent 10-Q, PAGE 23/24: Recent examples of common stock shares being used for "bill paying" and "financing" and capital raising via "warrants" among other things-
"
In April 2014, the Company issued an aggregate of 3,839,832 shares of its common stock for services rendered valued at $43,250.
In April 2014, the Company issued 5,263,315 shares of its common stock in settlement of related party advances of $100,000.
In April, 2014, the Company issued 1,002,808 shares of its common stock in settlement of common stock subscriptions of $50,000
In April 2014, the Company issued 274,681 shares of its common stock as settlement of six months accrued interest on the Northstar note obligation.
In April 2014, the Company issued 18,383,774 shares of its common stock for service rendered valued at $180,511.
In April 2014, the Company issued an aggregate of 4,793,268 shares of its common stock in settlement of $67,500 convertible notes payable and $2,700 accrued interest.
In April 2014, the Company issued 11,918,181 shares of its common stock in connection with the exercise of warrants. Proceeds received was $136,000, of which $6,000 during the three months ended March 31, 2014."
Most recent 10-Q PAGE 14/15 (examples of BHRT doing on-going "financing" as recent as Feb/March 2014. They CONTINUALLY do "financing deals" to stay afloat. They are so low on cash at any given month/qtr, that these two deals were done to raise a total of about $135K dollars TOTAL. And the terms were horrible, giving the "finance house" a 45% and 47% discount on the convertible shares )
"Asher Notes (During this year)
During the three months ended March 31, 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 $97,500 (the “Asher Notes”).
The Asher Notes bear interest at the rate of 8% per annum. As of the quarter ended March 31, 2014 all interest and principal must be repaid nine months from the issuance date, the last note due December 26, 2014. 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 March 31, 2014 was $153,564. At the inception of the Asher Notes, the Company determined the aggregate fair value of $214,346 of the embedded derivatives.
Daniel James Management
On February 19, 2014, the Company entered into a Securities Purchase Agreements with Daniel James Management (“Daniel”) for the sale of 8% convertible note in principal amount of $35,000 (the “Daniel Note”).
The Daniel Note bear interest at the rate of 8% per annum with all interest and principal due February 28, 2015. The Daniel Note is 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."
"buying"? It's net, down on the day ? It's down 1% right now. Any spikes "up" are on blocks of like $500, or less at a time. The past 2 days, it did about $6K max, total vol traded, each day.
What "MIRROR" news? "MIRROR", the word, let alone even a sentence with details, didn't appear even once in the latest 10-Q issued for 1st qtr, 2014.
Instead, we're getting "PR" about "talks" and "conferences" and now about $2,500 on-line training courses, that they would "split" (see last 10-Q) with this "globalstemcell" whatever group. Who of the 4 full time employees would be handling "trials" and medical "research", while the "Chief Science Officer" is off giving the $5K "hands on special" version of the training? (see training flyer on the training web site)
The entire R&D expense line entry, for the period of Q-1, 2014 was less than $10K. What "trials", especially a phase II or III "FDA" quality "trial" does one suppose are being conducted on about $3K a month, realistically?
Nowhere does it say ACCME "accredited"?
Also, the ACCME web site does not list them.
http://www.accme.org/find-cme-provider
Try searching the ACCME site, via their "find a CME provider" and see if anything about this "course" comes up in the results?
Using the words, "CME" does not imply or guarantee in any way that it is the ACCME that granted the recognized "accreditation". CME, simply means, "Continuing Medical Education" and nothing more. It does not imply who granted "accreditation". States can grant "CME" accreditation and recognize them as such. For example, various medical "professional organizations" can give CME credit courses, and then, via proper registration with ACCME or a particular State be "recognized" as "accredited".
Plug in the zip, 33325 and see if any "ACCME" stem cell training comes up?
"accredited" by who? What "accrediting" body?
When one states a course as being "accredited" in the field of education/higher learning/continuing professional education, it is "normal" in all instances I am familiar with, to state who/what body has granted/validated it as being "accredited". This is typically done at the State level (U.S. based) by various recognized agencies/boards, or by a well recognized "accreditation body" in the respective field/profession, etc.
I find no reference in the PR or on their linked web site or in the course material as to who "accredited" this course?
"CME" (medical profession) credits are typically given "accreditation" by the ACCME (Accreditation Council For Continuing Medical Education) or a respective State agency where the training is taking place. The ACCME web site allows a search of all "CME" credit, "accredited" course via zip code, state, field of study, etc.
A search of the ACCME site for "Stem" or "Stem Cell" and "Florida" in the search box results in 3 companies/firms offering CME "accredited" training, and none of those are listed as stemcelltraining.com or "bioheart" or any variations to that, that I could find, even leaving the state/zip code search field empty, reveal no "accredited" results by either the ACCME or State of Florida? So who is the "accreditation" body for this course? Universities, colleges, even private "trade schools", etc if "accredited", always state under what "accrediting" body they are recognized, IMO.
http://www.accme.org/
https://www.ama-assn.org/ama/pub/education-careers/continuing-medical-education/physicians-recognition-award-credit-system/accredited-cme-provider-resources.page
(AMA, American Medical Association description of CME "accredited" training)
An ACCME search will give either ACCME certified or a respective State certified, recognized course or trainer.
http://en.wikipedia.org/wiki/Accreditation_Council_for_Continuing_Medical_Education
For example, a simple search of "Florida University Accreditation" will reveal an instant result:
http://pharmd.distancelearning.ufl.edu/accreditation-popup/
"The University of Florida is accredited by the Southern Association of Colleges and Schools Commission on Colleges (SACSCOC)"
This "PR" is vague IMO. It puts "accredited" in bold in the headline, but then nowhere, at least that I can/could find, does it list by who/whom this "accrediting" has been granted or is recognized? I would like to know who the "accrediting" body/State/medical association (whatever the case may be) is for this course?
From "Company Information Sheet" link: (bottom of page)
"These profiles are paid advertisements. Although we have a reasonable belief that the information in each profile is accurate, we cannot guarantee that the information is accurate."
One will not find such a "disclosure" on the SEC EDGAR filing database. Personally, it's one reason I strongly prefer the SEC, EDGAR database as a source of reliable "company information", when researching, doing "due diligence" and similar on any public traded, stock based company.
BHRT SEC filed "information sheets" are found here:
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001388319&owner=exclude&count=40&hidefilings=0
"EDGAR" is thee ONLY, "officially" recognized place to get SEC documents. It's the Securities and Exchange Commission operated and maintained database. It's the location/agency to which all U.S. based operations, public traded companies actually "transmits" any SEC document, when it's "filed" for official purposes.
https://www.sec.gov/edgar.shtml#.U45hi3JjXz5
"All companies, foreign and domestic, are required to file registration statements, periodic reports, and other forms electronically through EDGAR. Anyone can access and download this information for free. Here you'll find links to a complete list of filings available through EDGAR and instructions for searching the EDGAR database."
"the report" share count is not quite correct, or at least not displaying quite the "full story", IMO.
It lists the Shares Outstanding: 466,396,016 a/o May 06, 2014
This is correct per page 1, most recent filed 10-Q, for qtr ending March 31st, 2014, as "shares outstanding".
It however does not account for "fully diluted" shares, which would include all shares needed to cover things like warrants issued, "convertible bonds" that would need to be covered if converted, etc. "Fully diluted", takes into account all shares "issued" if all convertible securities were exercised. Convertible securities refers to all outstanding convertible preferred shares, convertible debentures, stock options and warrants, etc.
BHRT for example, has recently issued a LOT of warrants. See most recent 10-Q, PAGE 22, as just one example: Cassel was issued, " 5,207,630 ten year common stock purchase warrants, exercisable at $.0113 ". That's 5 MILLION shares that would become "free trading" common shares at ONE CENT if exercised. Pretty important, IMO, given the 1 cent strike price (they're "in the money" right now, as in they could double their money if sold as the price right now of about 2 cents).
"Fully diluted" is very important IMO, as the dilution is actually heavier than meets the eye, and would not be fully understood if one doesn't know the "fully diluted" number.
Most recent 10-Q, PAGE 10:
" Fully diluted shares outstanding were 498,696,292 and 222,688,816 for the three months ended March 31, 2014 and 2013, respectively."
So, there is actually close to HALF A BILLION "fully diluted" shares now, and per the recently filed form 14C, the "authorized" shares is being increased from about 950 MILLION, to 2 BILLION now.
To see the effect of these "fully diluted" shares becoming "free trading common stock" and adding to the dilution of the common shareholder, see most recent 10-Q, PAGE 24: (just in April, 2014, 11 MILLION more shares were "diluted" via one transaction of warrants)
"In April 2014, the Company issued 11,918,181 shares of its common stock in connection with the exercise of warrants. Proceeds received was $136,000, of which $6,000 during the three months ended March 31, 2014."
Thus, one can see from PAGE 10 of the most 10-Q, that the outstanding shares have more than DOUBLED in just the past, one year period. Dilution, in other words, and a lot of it.
BHRT SEC filed "information sheets" are found here:
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001388319&owner=exclude&count=40&hidefilings=0
This is the "EDGAR", U.S. Security and Exchange Commission, officially maintained "repository" of all U.S. public traded company, duly required, and duly filed SEC documents. (form 10-Q quarterly reports, 10-K annual reports, form 14C's such as the BHRT recent filing to increase their authorized outstanding shares to 2 BILLION, form 8-K filings, form 4's, etc). They're all there- in one officially maintained place. Easy to find and read.
Or, this is the BHRT corporate web site:
http://www.bioheartinc.com/
My personal preference is to only get company "information sheets" about public traded companies from the SEC filed documents as they are the most "official" IMO, should be the most accurate IMO, as they are typically audited by licensed, "fiduciary bound" CPA firms or similar (at least the annual 10-K) and must follow numerous SEC guidelines and laws in order to be "compliant". Any documents found on EDGAR will also, always be signed by the Sr. Corporate management, testifying to their accuracy.
Just my personal preference. The entire purpose for SEC documents like a quarterly 10-Q or an annual 10-K report, plus all the other forms one will find filed for any public traded company, is to be the public "information sheets" and legal "disclosures" available to investors, shareholders, govt. regulators, etc
Volume is GONE. It's totally "flat-lined" out. It did about $5K total yesterday in dollar's traded.
It's over an hour, almost 1.5 hours into the trading day now, and it's sitting, "parked" at 14,600 shares. That's about 14,600 X .0240 = $350.00 BIG ONES. Someone must be trying to buy maybe $500 worth, and won't raise their bid.
Price reached .08 on about March 3rd, 2014 or so, on over 10 million shares in volume, to .0235 and below .02 recently, which is about a 70% loss in value, in about a 3 month period. Stock is down about 99.60% on a "max" chart, going back to the IPO period around 2008. Since this CEO took over on about June 23rd, 2010 (PR released), the stock was about .45 cents then (June 10th, 2010 it was .50 cents) and is down about 95% since that date.
When the shares go essentially ill-liquid like this, any "financing", even the "convertible debt" type is gonna get harder and harder typically (terms will be worse most likely). Those "finance houses" want to know they can unload their shares when needed. When there's no dollar volume, that makes it tough, as any sell order of "size" is gonna rapidly cause the price to collapse.
Looks like it's gonna sit in the 2 cent range now, right near the 200 DMA, unless another major seller puts an order up anytime soon. Then, it might, IMO see that 1.5 cent or even 1 cent range that it saw, as recent as end of 2013, early 2014. Market cap is back at right around $11 million, dipping to $10 million and even a little lower on some of the recent, higher volume selling days.
Lots of "PR" and "presentations" and "talks" and what not, but no real share buying it appears. And no "big financing" deals or notable "progress" on any major phase II/III trials that I'm aware of.
What exactly is a "without a biased agenda"?
Could an exact description or list with details or something to that effect please be explained and elucidated?
It would be very helpful to understand what a "biased agenda" exactly is, how this "agenda" works, etc?
As in, "In my opinion, anyone without a biased agenda would also agree."
Thanks