US Stem Cell Inc (USRM)

[Dragon Lady]

"Mezzanine" financing and Proxy filing to increase outstanding shares to 2 BILLION, are NOT linked together, not whatsoever, IMO.

Oh, and per an earlier, "Thanks for the detailed financial ADVICE"? I've never stated that I give or claim to give financial "advice", or ANY "advice" for that matter. I state clearly I give my OWN "thoughts", musings, OPINIONS and similar and nothing more. I've never once claimed to be a giver of any "advice" to anyone, especially "financial advice".

Took a down, hard-sell,down 14% this AM hitting .0233 on my screen- right out of the gate, and a "PR" about "something". The spread is opened up a MILE WIDE IMO. They sell a big block, then "walk it back up" on tiny buy orders. Wash, rinse, repeat. Still unloading some of those millions, 10's of millions of "in the money shares" for a "big boy" IMO. Lower highs and lower lows as vol dries up. But higher vol on days it closes down, like yesterday, IMO. (agree, double, triple "000's" is the ultimate way these end up, 90% plus of the time. It's already hit 6/10th of one CENT, not that far back)

Oh, and a statement such as "how is the stock down?" regarding the stock price???? Pull up a 5 yr or max chart- it's DOWN about 99.45% from the IPO date. If that's not DOWN, then I don't know what is? 2.7 PENNIES away from ZERO (actually 6/10th of a cent from zero, not that far back)? How far "down" is someone who just bought at 8 cents or 6 cents?
http://finance.yahoo.com/echarts?s=BHRT+Interactive#symbol=BHRT;range=my

Said, look for the "PR" early in this week after the "excellent" 10-Q put out late on a Friday- one that shows how many more "going concern warnings" in it? (just use a search and count going cocncern warnings or "liquidity problems"). A 10-Q that said, not a word about any phase II/III "trial" progressing, R&D spending disappearing, a big operational and cash flow loss, diluting shares like water, more desperation "financing" with ASHER and similar "lenders of last resort", etc?

Another "conference" PR, wow IMO, big whoop- that should add some more to that growing expense line, maybe?

The proxy filing and a single statement in a "PR" where the word "mezzanine" was inserted, IMO: One has nothing to do with the other. Cassel was hired for any number of things and it's clearly stated right in the PR and other statements. Further, "mezzanine financing" is a very specific type of financing, and BHRT, as far as I can tell, meets none of the typical requirements for a "mezzanine" deal (strong cash flow, a history of profitability/growing profits, ability to pay back debt, high and strong growth, rapidly growing, etc). Mezzanine involves debt typically and a company that can pay it back on time, w/ interest, etc. Cash flows is a prime requirement of "mezzanine" deals as far as I've read- and BHRT has no positive cash flows and no history of them.

Google away on "mezzanine financing" and "mezzanine requirements" and similar- they all say, essentially the same thing. EARNINGS, cash flow, rapid growth, etc. NONE of which applies to BHRT. Just a typical, IMO, "PR" style writing- to just toss in, a word like "mezzanine financing", mixed in with a whole lot of other "stuff" about Cassel- from solvency issues, to valuation assessments to BK dealings, to "financing" -which could be nothing more than ASHER for example, IMO, etc. Very "typical" PR release from BHRT. Vague, full of "careful" wording, such that if some or none comes true- then it's still "true" as far as the way the "PR" was worded- cause it's all "may" and "might" and "if they" and "could happen" and "if this does happen", "we look forward to", blah, blah, blah. Again, IMHO, a big whoop. Read so many of them, can't even keep track anymore, IMO.

Meanwhile, how many shares have been DILUTED for "financing" - just since "Casell" was brought on in Dec 3, 2103? 60 MILLION shares maybe? I'd have to do the math, check the 10K, etc. But's probably in that neighborhood. And, has any "trial" in a phase II/III advanced since then? One?

http://www.inc.com/encyclopedia/mezzanine-financing.html

Quote, "the mezzanine lender will be reluctant to lend unless the company has a high cash flow, a good history of earnings and growth, and stature within its industry. "

Well, that IMO, pretty much eliminates BHRT on all fronts?

I can go back and list numerous "PR" of all kinds of "deals" and "term sheets" and "imminent-maybe" uh "big financing" that's "close ti imminent" and "teams of expert advisers" or "BHRT hired/retained firm XYZ to help in financing and "other" matter" - going clear back to the IPO date, when they already were having financing problems. Getting de-listed from the NASDAQ about 1 yr after the IPO and then defaulting on a key loan, the BofA loan not long after that.
http://finance.yahoo.com/news/northstar-launches-20-million-private-113119817.html
(how'd that $20 million, for a company with a market cap a fraction of that, how'd that one work out? Did it ever "materialize"?)
Or, how bout this one, clear back to 2009, "projecting/stating" to "achieve" , "Reach Bioheart 3370 Heart Failure Monitoring Systems sales of an annual run rate of $22 million." TWENTY TWO $MILLION ole "run rate"? How'd that "work out", eh? Kinda just "make up the numbers" as you go along, IMHO?
http://globenewswire.com/news-release/2009/05/07/397137/164884/en/Bioheart-Reports-Year-End-2008-Results-Reviews-2008-and-1Q09-Progress-and-2009-Business-Objectives.html
Or, from 2012, appoints a "board of financial and biz execs" to of course, among other things, "help find financing"- ever hear anymore about this "PR" later on? I never found anymore reference to it, or these "appointed" experts?
http://www.bioheartinc.com/assets/press/2AdvisoryBoard.pdf
Or, the ole "term sheet"- how'd this one "work out"- did the "financing/money" ever materialize?
http://www.marketwired.com/press-release/bioheart-receives-2-million-term-sheet-investment-offer-from-vitalmex-global-leader-otcbb-bhrt-1686526.htm
($2 MILLION, did it ever occur? Yeah?)
Here was the "tweet"- ole Bioheart was "close to" raising the $2 million to "restart trials". Well, we all know how that ended. Typical language used IMO. "close to". Close to- doesn't count for much. Most companies, you don't put out a "PR" until one INKS THE DEAL and the MONEY IS IN THE BANK. Else, it's just trying to "goose" the stock price, IMO. And that's my opinion only.

I can find dozens of "PR" like this, going back across (qty-3) CEO's, and most of the original BOD and Sr. mgt disappearing, being fired, leaving or whatever- and all the while, the only "constant" IMHO, is MASSIVE DILUTION of the common shares and LOSSES. Surviving by dumping/selling shares. And the lower the price has gone, the worse the terms on the "shares for cash" deals have gotten. That most recent "ASHER" deal in the 10-Q, a 45% discount on the shares. 10's of millions of shares issued for "payments", etc in that 10-Q, and those shares were issued at like 1 cent on average, IMO and from doing the simple math to figure the share price when issued as "payment".

Read the Cassel "PR"- it's full of "might" and "maybe" and will "assist with various", etc. It's just typical, IMO- they can be doing any number of things, like the new "ASHER" type "financing" that was done recently with some new firm called "Daniel James Management".
Here's the wording of the "Cassel" PR "deal":
"Cassel Salpeter & Co. is an independent investment banking firm that provides advice to middle-market and emerging growth companies in the U.S. and worldwide. Together, the firm’s professionals have more than 50 years of experience providing private and public companies with a broad spectrum of investment banking and financial advisory services, including: mergers and acquisitions; equity and debt capital raises; fairness and solvency opinions; valuations; and restructurings, such as 363 sales and plans of reorganization. " (363 sales are part of BK proceedings)
Also, in the original PR was wording:
"entered into an investment banking agreement with Cassel Salpeter & Co. as its exclusive financial advisor in connection with investment banking matters. Among other activities as part of the 24-month agreement, Cassel Salpeter will help Bioheart raise capital."
See those VERY KEY WORDS IMO, "among OTHER ACTIVITIES". Typical IMO. By inserting those VERY CAREFULLY selected couple of words- that PR, is now WIDE OPEN, and can mean "Cassel" is "assisting" them with just about ANYTHING that "Cassel" does, in addition to "perhaps" helping with "financing". WORDS mean things- and words like that don't land in a PR like that, by accident IMO.

Regarding the proxy somehow being "linked" to "mezzanine"? Don't see ANY connection IMO and from reading it. Here is the exact words in the Proxy filing. Form 14C off the Edgar database, PAGE 51. (the ENTIRE PAGE, from the top, BOLD HEADER, to the last sentence before the page number, is THEE wording of what/how the shares "might" be used, once the 2 BILLION are allocated):
Page 51: (top of page)
"INCREASE AUTHORIZED COMMON SHARES

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.

The increase in the authorized number of shares of Common Stock could have a number of effects on the Company's stockholders depending upon the exact nature and circumstances of any actual issuances of authorized but unissued shares. The increase could have an anti-takeover effect, in that additional shares could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover of the Company more difficult. For example, additional shares could be issued by the Company so as to dilute the stock ownership or voting rights of persons seeking to obtain control of the Company, even if the persons seeking to obtain control of the Company offer an above-market premium that is favored by a majority of the independent shareholders. Similarly, the issuance of additional shares to certain persons allied with the Company's management could have the effect of making it more difficult to remove the Company's current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. The Board is not aware of any attempt, or contemplated attempt, to acquire control of the Company, and this action is not being presented with the intent that it be utilized as a type of anti-takeover device.

Stockholders should recognize that, as a result of this proposal, they will own a fewer percentage of shares with respect to the total authorized shares of the Company, than they presently own, and will be diluted as a result of any issuances contemplated and potentially executed by the Company in the future.

Plans, arrangements, commitments or understandings for the issuance of the additional shares of Common Stock.

On November 20, 2013, we entered into an Investment Banking Agreement with Cassel Salpeter & Co. (“CSC”), who will act as exclusive third party financial advisor in connection with investment banking matters. The term of the Investment Banking Agreement shall be for a period of twenty four months unless terminated or extended in accordance with its terms. Part of these services may involve the closing of a Mezzanine Financing consisting of non-convertible subordinated debt and/or sale of equity securities. In the event a Mezzanine Financing is closed, additional securities may be issued. There are no definitive agreements at present for a Mezzanine Financing.

Apart from the above, there are currently no plans, arrangements, commitments or understandings for the issuance of the additional shares of Common Stock which are proposed to be authorized.
51"

END OF PAGE, END OF STATEMENTS. Apart from the "above"= ALL OF PAGE 51, that's the way it is written,IMO. All that wording, "APART FROM ABOVE" means- is there are "presently" NO MORE "plans" other than, this particular Form 14C to issue/allocate "more" than the 2 BILLION shares described in this 14C filing. THAT is all that statement means, IMO. It's PLAIN ENGLISH IMO. Means, that no more than the planned 2 BILLION are "presently" planned to be issued as stated in this particular, filed, form 14C. NOTHING MORE, NOTHING LESS. Which means, mgt, for the most part, can eventually use those increased shares for pretty much ANYTHING THEY WANT- from "employee benefit programs" to "financial needs" to "raising capital" to "OTHER corporate whatever" to ANTI TAKEOVER- an entire "dissertation" was inserted regarding "anti-takeover"? Why? For all one knows, IMO, there's some sort of internal fight going on regarding maybe one of these "guarantors" who may want to boot the BOD or Sr. Mgt or "take over" the whole thing, WHO KNOWS? It's all written in there for a reason obviously, IMO. There's more words spent discussing the possible effects of "anti takeover" than anything said about "financing".

See the words for "Caseel" - "MAY INVOLVE". That means MAY NOT also. That's what the word "may" means- "maybe" or "maybe not". And look at what "Cassel" does among other things- they do things exactly like "valuations" and "solvency" and so forth, all which would be involved in a "take over" attempt or similar IMHO.

That statement as written (all page 51) IMO, makes it clear as a bell, that the BOD, can use those 2 BILLION shares eventually for pretty much ANYTHING THEY WANT, as long as it falls under "typical business needs" or "needs of the corporation" as described in all that verbiage of page 51, IMO.

It's pretty plain English IMHO. Leaves it wide-open IMO.

That's my 2 cent OPINIONS (not "advice" on anything). Just musings and opinions on a chat board. I'm not an "expert" in anything and don't claim to be one.

Good luck and happy trading of course.