US Stem Cell Inc (USRM)

[Dragon Lady]

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.