US Stem Cell Inc (USRM)

[Dragon Lady]

Quote, "Sure but less and less amounts in toxic loans have been taken out."

What? What proof of there is that?

They, BHRT just did qty-3 new toxic, convertible, floorless debt deals in just early 2015 and have a whole slew of them coming due from 2014 and past and also inked a Magna 24 "credit line" which via it's various provisions, share discount, etc IMO makes it fall into the "toxic" and highly dilutive category.

What proof is there that BHRT is using less and less toxic debt? It appears to me that it's all they live and survive off of for all intents and purposes?

Most recent filed SEC 10-K, PAGE F-34:

"Subsequent financing

On January 7, 2015, the Company entered into a Securities Purchase Agreement with KBM Worldwide, Inc. (“KBM”), for the sale of an 8% convertible note in the principal amount of $38,000 (the “Note”).

The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on October 9, 2015. The Note is convertible into common stock, at KBM’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. In the event the Company prepays the Note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 140% if prepaid during the period commencing on the closing date through 179 days thereafter. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment.

On January 28, 2015, the Company entered into a Securities Purchase Agreement with Fourth Man, LLC., for the sale of an 9.5% convertible note in the principal amount of $25,000 (the “Note”).

The Note bears interest at the rate of 9.5% per annum. All interest and principal must be repaid on January 27, 2016. The Note is convertible into common stock, at Asher’s option, at a 47% discount to the lowest daily closing trading price of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the Note in full, the Company is required to pay off all principal at 150%, interest and any other amounts.


On February 19, 2015, the Company entered into a Securities Purchase Agreement with Vis Vires Group, Inc. (“VIS”), for the sale of an 8% convertible note in the principal amount of $38,000 (the “Note”).

The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on November 23, 2015. The Note is convertible into common stock, at VIS’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. In the event the Company prepays the Note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 140% if prepaid during the period commencing on the closing date through 179 days thereafter. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment."

So that's THREE new one's in 2 monts in 2015 right there plus the Magna credit line being tapped as those deals were being inked (see same page of the same 10-K)

And then there all these deals coming due in the same 10-K filing:

PAGE F-17:

"2014 Notes

During the year ended December 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 $334,000 (the “Asher Notes”)."

"The remaining principle balance as of December 31, 2014 was $151,000." (DUE NO LATER THAN AUG 2015)

"During the year ended December 31, 2014, the Company entered into Securities Purchase Agreements with Fourth Man, LLC. (“Fourth Man”), for the sale of an 8% to 9.5% convertible notes in the aggregate principal amount of $100,000 (the “Note”)."

"The remaining principle balance as of December 31, 2014 was $75,000."
(DUE NO LATER THAN AUG 2015)

"2014 Notes

During the year ended December 31, 2014, the Company entered into Securities Purchase Agreements with Daniel James Management (“Daniel”) for the sale of 8% to 9.5% convertible notes in aggregate principal amount of $135,000 (the “Daniel Notes”)."

"The remaining principle balance as of December 31, 2014 was $75,000."
(DUE NO LATER THAN Nov 30 2015)

"Magna Capital Group

2014 Notes

During the year ended December 31, 2014, the Company entered into a Securities Purchase Agreement with Magna Capital Group (“Magna”) for the sale of a convertible note in aggregate principal amount of $307,500 (the “Magna Note”) and an original interest discount (“OID”) of $102,500. $40,000 of the outstanding principal amount of the Convertible Note (together with any accrued and unpaid interest with respect to such portion of the principal amount) will be automatically extinguished upon the filing of the registration statement, following the closing of the Securities Purchase Agreement. In addition, $62,500 of the outstanding principal amount of the Convertible Note (together with any accrued and unpaid interest with respect to such portion of the principal amount) will be automatically extinguished if (i) the registration statement is declared effective by the SEC on or prior to the earlier of (A) the 120th calendar day after October 7, 2014 and (B) the fifth business day after the date we are notified by the Securities and Exchange Commission, or the Commission, that the registration statement will not be reviewed or will not be subject to further review, and this prospectus is available for use by Magna for the resale by Magna of all of the shares of our common stock issued or issuable upon conversion of the Convertible Note and (ii) no event of default under the Convertible Note or an event that with the passage of time or giving of notice would constitute an event of default under the Convertible Note has occurred on or prior to such date. On November 21, 2014, the Company filed its registration statement and on December 22, 2014, was declared effective. As such, the principle amount of the note was reduced by an aggregate of $102,500.

The Convertible Note matures on August 7, 2015 and, in addition to the approximately 33.33% original issue discount, accrues interest at the rate of 12% per year. The Convertible Note is convertible at any time, in whole or in part, at Magna’s option into shares of Company common stock at a fixed conversion price of $0.01035 per share, subject to adjustment pursuant to the “full ratchet” and standard anti-dilution provisions contained in the Convertible Note"

What indication is there that "less and less" of these toxic convertible are being used? The 10-Q is due out any time here- it will show if they inked any more deals in addition to the qty-3 already done at the start of 2015 alone.

IMO, I don't see any indication of "less and less" toxic debt being used? Again, IMO, the Magna line alone is about as "toxic" as it gets from all available info I could find on Magna and their reputation of how they "do what they do"

They, BHRT, got toxic notes thus "coming due" (aka will highly likely be converted- I don't think BHRT EVER pays these back, they always get converted to free trading, common share dilution at their STEEP discounts as far as I'm aware from all past SEC filings)- they have them coming due fromm essentially about right now to several in Aug 2015, Nov 2015 and all the way to Jan of 2016. And again, until the 10-Q gets released, there may be even more for all one knows- given they already did qty-3 in Jan/Feb of 2015 alone. They have a near never ending stream of "convertible notes" stacked in a cue all coming due one after another after another. It says so right there in those most recent 10-K statements. Pretty clear to me- the way I read it?

Again, IMO, the Magna line alone is about as "toxic" as it gets from all available info I could find on Magna and their reputation of how they "do what they do" That "credit line" is in place for 24 months, is for $3 million in dilution and BHRT stated they PLAN TO TAP and USE IT ALL in their filing statements (see SEC docs Magna share registration statements).

http://www.bloomberg.com/news/articles/2015-03-12/josh-sason-made-millions-from-penny-stock-financing

65 MILLION shares of common stock dilution already issued out in just less then the first 3 MONTHS of 2015 and a good chunk of it was to MAGNA and related to "tapping" the MAGNA dilution credit line. Due the math on what those shares got issued at- they're DISCOUNTED CHEAP due to the "true up" pricing and all the other intricacies written into that Magna deal. Again, what proof of "less and less" anything is there? Where? I don't see it?

PAGE F-34 most recent filed 10-K:

"NOTE 15 — SUBSEQUENT EVENTS

Subsequent stock issuances

In January 2015, the Company issued 4,783,568 shares of its common stock in settlement for services, provided 14,299,567 shares of its common stock in settlement of $49,500 of outstanding convertible notes payable, and $2,981 accrued interest and 2,096,450 shares of its common stock for net proceeds of $16,118 from equity drawdown under the Magna Purchase Agreement.

In February 2015, the Company sold an aggregate of 1,443,656 shares of its common stock for net proceeds of $16,270. In connection with the stock sale, the Company issued an aggregate of 1,443,656 warrants to purchase the Company’s common stock for five years at $0.01127 per share. In addition, the Company issued 20,219,367 shares of its common stock in settlement of $132,500 of outstanding convertible notes payable and $2,520 accrued interest and 16,556,976 shares of its common stock for net proceeds of $135,645 from equity drawdown under the Magna Purchase Agreement.

In March 2015, the Company issued 6,185,432 shares of its common stock in settlement of $25,000 of outstanding convertible notes payable and $1,226 accrued interest. In addition, the Company issued 635,357 shares of its common stock as true up shares relating to the February 2015 equity drawdown under the Magna Purchase Agreement."


I don't see any "less and less" of anything related to BHRT's use of toxic debt and dilution? None? All looks like more of the same IMO. AND, despite all that- they ended 2014 with a grand total of a pittance of $36K CASH left to their name. Total. $36K cash.