Quote, "I emailed Mike Tomás. He said he obviously doesn't want to comment on another company's legal matters, but Bioheart has not experienced any of those allegations with their dealings with them."
What else would a CEO say- who's been actively taking $100's of THOUSANDS of dollars from Magna, just since late 2014? What, we're gonna stop taking their money we're using to SURVIVE and KEEP THE LIGHTS ON with etc, LOL !!
Just look at the last BHRT 10-K and most recent 10-Q and count the words MAGNA and how much cash BHRT has already been WILLING, as in FREE CHOICE WILLING to take from them- and also read the massive SEC filed "share registration" documents for the Magna deal and all the rest. WHAT would the BHRT CEO supposedly say in an "email" now- what, GEE I DIDN'T KNOW ABOUT THESE GUYS, HOLY COW, I BETTER STOP DOING BIZ WITH UM TODAY????
Most recent 10-Q, PAGE 13:
"On October 23, 2014, the Company, entered into a common stock purchase agreement (the “Purchase Agreement”) with Magna Equities II, LLC, a New York limited liability company (the “Investor”). The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, the Investor is committed to purchase up to $3,000,000 (the “Total Commitment”) worth of the Company’s common stock, $0.001 par value (the “Shares”), over the 24-month term of the Purchase Agreement.
From time to time over the term of the Purchase Agreement, commencing on the trading day immediately following the date on which the initial registration statement is declared effective by the Securities and Exchange Commission (the “Commission”), the Company may provide the Investor with a draw down notice to purchase a specified dollar amount of Shares, with each draw down subject to certain limitations. The Company may not deliver any Draw Down Notice to the Investor if the Initial Purchase Price with respect to the Shares subject to such Draw Down Notice is less than $0.0025 as of the date the applicable Draw Down Notice is received by the Investor (the “Draw Down Exercise Date”)."
PAGE 15:
"Magna Group (During this period)
During the three months ended March 31, 2015, $75,000 of notes that were outstanding at December 31, 2014, plus accrued interest, were converted into shares of the Company’s common stock (see Note 10). The remaining aggregate Magna notes unconverted principle balance as of March 31, 2015 was $130,000."
PAGE 19:
"During the three months ended March 31, 2015, the Company issued an aggregate of 35,520,249 shares of common stock in exchange for $283,578 under the stock purchase agreement with Magna Equities II, LLC (see Note 6), and issued an aggregate of 1,443,656 shares of common stock in exchange for $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 (see Note 11)."
PAGE 24:
"14,917,086 shares of our common stock in exchange of $79,075 draw down on the Magna equity line and on April 9, 2015, the Company issued 413,289 shares of its common stock in settlement as “true up” shares pursuant to the draw down on the equity line."
From the BHRT most recent 10-K (yr end 2014 period):
PAGE 35-37:
"Risks Related to the Transactions with Magna Equities II, LLC
Funding from our Purchase Agreement with Magna Equities II, LLC may be limited or insufficient to fund our operations or to implement our strategy.
Under our Purchase Agreement with Magna Equities II, LLC, and following December 22, 2014, the date of effectiveness of the registration statement of the shares underlying the Purchase Agreement , and subject to other conditions, we may direct Magna Equities II, LLC to purchase up to $3,000,000 of our shares of common stock over a 24-month period. Although the Purchase Agreement provides that we may sell up to $3,000,000 of our common stock to Magna Equities II, LLC, only 143,812,591 shares of our common stock were offered under the prospectus of the Registration Statement and disclosed in the Purchase Agreement, which represents (i) 31,000,000 shares of common stock that may be issued to Magna Equities II, LLC upon conversion of the Convertible Note, (ii) 12,000,000 shares of common stock that we issued to Magna Equities II, LLC as Initial Commitment Shares on October 27, 2014, (iii) a maximum of 15,890,872 shares of common stock that we may be required to issue to Magna Equities II, LLC as Additional Commitment Shares and (iv) 87,812,591 shares of common stock that we may issue to Magna Equities II, LLC as Shares pursuant to draw downs under the Purchase Agreement.
At an assumed purchase price of $0.01460 (equal to 93% of the closing price of our common stock of $0.01570 on November 10, 2014), and assuming the sale by us to Magna Equities II, LLC of all of the 87,812,591 Shares, or approximately 15.7% of our issued and outstanding common stock, including the issuance of such shares, being registered hereunder pursuant to draw downs under the Purchase Agreement, we would receive only approximately $1,282,064 in gross proceeds. Furthermore, we may receive substantially less than $1,282,064 in gross proceeds from the financing due to our share price, discount to market and other factors relating to our common stock. If we elect to issue and sell more than the 87,812,591 Shares offered to Magna Equities II, LLC, which we have the right, but not the obligation, to do, we must first register for resale under the Securities Act any such additional Shares, which could cause additional substantial dilution to our stockholders. Based on the above assumptions, we would be required to register an additional approximately 117,666,849 shares of our common stock to obtain the balance of $1,717,936 of the Total Commitment that would be available to us under the Purchase Agreement. We currently have authorized and available for issuance 2,000,000,000 shares of our common stock pursuant to our charter. Depending on the price at which Shares are ultimately sold, we may have to increase the number of our authorized shares in order to issue Shares to Magna Equities II, LLC.
There can be no assurance that we will be able to receive all or any of the Total Commitment from Magna Equities II, LLC because the Purchase Agreement contains certain limitations, restrictions, requirements, conditions and other provisions that could limit our ability to cause Magna Equities II, LLC to buy common stock from us. For instance, we are prohibited from issuing a Draw Down Notice if the amount requested in such Draw Down Notice exceeds the Maximum Draw Down Amount, or the sale of Shares pursuant to the Draw Down Notice would cause us to sell or Magna Equities II, LLC to purchase an aggregate number of shares of the Company’s common stock which would result in beneficial ownership by Magna Equities II, LLC of more than 9.99% of our common stock (as calculated pursuant to Section 13(d) of the Exchange Act and the rules and regulations thereunder). Moreover, there are limitations with respect to the frequency with which we may provide Draw Down Notices to Magna Equities II, LLC under the Purchase Agreement. Also, as discussed above, there must be an effective registration statement covering the resale of any Shares to be issued pursuant to any draw down under the Purchase Agreement,. These registration statements may be subject to review and comment by the staff of the Commission, and will require the consent of our independent registered public accounting firm. Therefore, the timing of effectiveness of these registration statements cannot be assured.
The extent to which we rely on Magna Equities II, LLC as a source of funding will depend on a number of factors, including the amount of working capital needed, the prevailing market price of our common stock and the extent to which we are able to secure working capital from other sources. If obtaining sufficient funding from Magna Equities II, LLC were to prove unavailable or prohibitively dilutive, we would need to secure another source of funding. Even if we sell all $3,000,000 of common stock under the Purchase Agreement with Magna Equities II,
35
LLC, we will still need additional capital to fully implement our current business, operating plans and development plans.
The sale or issuance of our common stock to Magna Equities II, LLC at a discount may cause substantial dilution and the resale of the shares of common stock by Magna Equities II, LLC into the public market, or the perception that such sales may occur, could cause the price of our common stock to fall.
Under the Purchase Agreement with Magna Equities II, LLC, and following December 22, 2014, the date of effectiveness of the registration statement of the shares underlying the Purchase Agreement, and subject to other conditions, we may direct Magna Equities II, LLC to purchase up to $3,000,000 of our shares of common stock over a 24-month period. We are registering an aggregate of 143,812,591 (including 12,000,000 shares already issued) shares of common stock in the registration statement of which this prospectus is a part pursuant to the Registration Rights Agreement, representing shares which have been and may be issuable to Magna Equities II, LLC under the Purchase Agreement and shares underlying the Convertible Note we issued to Magna Equities II, LLC. Notwithstanding Magna Equities II, LLC’s beneficial ownership limitation set forth in the Purchase Agreement and the Convertible Note, if all of the 143,812,591 shares offered under that prospectus were issued and outstanding as of the effective date of the registration statement, such shares would represent approximately 20.7% of the total number of shares of our common stock outstanding and 20.9% of the total number of outstanding shares of our common stock held by non-affiliates, in each case as of November 20, 2014. The number of shares ultimately offered for sale by Magna Equities II, LLC under that prospectus is dependent upon a number of factors, including the extent to which Magna Equities II, LLC converts the Convertible Note into shares of our common stock and the number of Shares we ultimately issue and sell to Magna Equities II, LLC under the Purchase Agreement. Because the actual purchase price for the Shares that we may sell to Magna Equities II, LLC will fluctuate based on the market price of our common stock during the term of the Purchase Agreement, we are not able to determine at this time the exact number of shares of our common stock that we will issue under the Purchase Agreement and, therefore, the exact number of shares we will ultimately register for resale under the Securities Act.
Specifically, because the per share purchase price for the Shares subject to a Draw Down Notice will be equal to a 7% discount to certain trading prices of our common stock as set forth in the Purchase Agreement, Magna Equities II, LLC will pay less than the then-prevailing market price for our common stock, and the actual purchase price for the Shares that we may sell to Magna Equities II, LLC will fluctuate based on the VWAPs and closing prices of our common stock during the term of the Purchase Agreement. As a result of this discount, Magna Equities II, LLC may have a financial incentive to sell our common stock immediately to realize the profit equal to the difference between the purchase price and the market price. If Magna Equities II, LLC sells the common stock, the market price of our common stock could decrease. If the market price of our common stock decreases, Magna Equities II, LLC may have a further incentive to sell the common stock that it holds. These sales may have a further impact on the market price of our common stock.
Moreover, there is an inverse relationship between the market price of our common stock and the number of shares of our common stock that may be sold pursuant to the Purchase Agreement. That is, the lower the market price, the more shares of our common stock that may be sold under the Purchase Agreement. Accordingly, if the market price of our common stock decreases (whether such decrease is due to sales by Magna Equities II, LLC in the market or otherwise) and, in turn, the purchase price of our common stock sold to Magna Equities II, LLC under the Purchase Agreement decreases, this could allow Magna Equities II, LLC to receive greater numbers of shares of our common stock pursuant to draw downs under the Purchase Agreement. Although the number of shares of our common stock that our existing stockholders own will not decrease, the common stock owned by our existing stockholders will represent a smaller percentage of our total outstanding shares after any such sales to Magna Equities II, LLC. Depending on market liquidity at the time, the sale of a substantial number of shares of our common stock to Magna Equities II, LLC at a discount to the then-prevailing market price for our common stock under the Purchase Agreement, and the resale of such shares by Magna Equities II, LLC into the public market, or the perception that such sales may occur, could cause the trading price of our common stock to decline, result in substantial dilution to existing stockholders and make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.
36
You may experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase.
The price per share of our common stock being offered pursuant to the Purchase Agreement may be substantially higher than the net tangible book value per share of our common stock. Therefore, if you purchase shares of common stock at the current market value, you may suffer immediate and substantial dilution in the pro forma net tangible book value per share of common stock..
We may use the net proceeds from sales of our common stock to Magna Equities II, LLC pursuant to the Purchase Agreement in ways with which you may disagree.
We intend to use the net proceeds from sales of our common stock to Magna Equities II, LLC pursuant to the Purchase Agreement for working capital and general corporate purposes. As of the date of this report , we cannot specify with certainty all of the particular uses of the proceeds from sales of common stock to Magna Equities II, LLC pursuant to the Purchase Agreement. Accordingly, we will have significant discretion in the use of the net proceeds of sales of common stock to Magna Equities II, LLC pursuant to the Purchase Agreement. It is possible that we may allocate the proceeds differently than investors in this offering desire or that we will fail to maximize our return on these proceeds. We may, subsequent to this offering, modify our intended use of the proceeds from sales of common stock to Magna Equities II, LLC pursuant to the Purchase Agreement to pursue strategic opportunities that may arise, such as potential acquisition opportunities. You will be relying on the judgment of our management with regard to the use of the net proceeds from the sales of common stock to Magna Equities II, LLC pursuant to the Purchase Agreement, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. Any failure to apply the proceeds from sales of common stock to Magna Equities II, LLC pursuant to the Purchase Agreement effectively could have a material adverse effect on our business and cause a decline in the market price of our common stock."
PAGE F-14:
"On October 23, 2014, the Company, entered into a common stock purchase agreement (the “Purchase Agreement”) with Magna Equities II, LLC, a New York limited liability company (the “Investor”). The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, the Investor is committed to purchase up to $3,000,000 (the “Total Commitment”) worth of the Company’s common stock, $0.001 par value (the “Shares”), over the 24-month term of the Purchase Agreement."
PAGE F-19:
"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. This resulted in an embedded derivatives liability as a result of these anti-dilution provision. This conversion price represents a discount of approximately 45% from the lowest trading price the Company common stock during the five trading days prior to October 7, 2014, the date the Company issued the Convertible Note to Magna.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivative as of the inception date of Magna Note and to fair value as of each subsequent reporting date which at December 31, 2014 was $252,211. At the inception of the Magna Note, the Company determined the aggregate fair value of $472,702 of the embedded derivative. At the dates of debt reductions, as described above, the Company reclassified the fair value of the related derivative liability of $128,624 to additional paid in capital.
For the year ended December 31, 2014, the Company amortized $57,319 of debt discount to current period operations as interest expense.
The remaining principle balance as of December 31, 2014 was $205,000.
"
PAGE F-24:
"During the year ended December 31, 2014 the Company issued Magna Group 12,000,000 shares of its common stock as a commitment fee for entering into the Purchase Agreement (See Note 7)."
F-34:
"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 mean WHAT would the BHRT CEO say in some private EMAIL to a shareholder or any other "individual" about MAGNA- WE DIDN'T KNOW or WOW, SHAZAM- maybe we shouldn't of given of um 10's and 10's OF MILLIONS OF SHARES OF OUT STOCK and TAKEN $100 of THOUSANDS OF THEIR MONEY in the last 6 months or so - HOLY COW, I DIDN'T "know", LOL !!! Really? With those REAMS of SEC filing disclosures above- all signed by THEE CEO himself? Really???
If anything- I'd not be surprised here in before too much longer- not surprised a bit to see Bioheart file ANOTHER SHARE REGISTRATION STATEMENT related to doing "financing" with MAGNA, to increase the available dilution shares- as they'll likely blow through that initial registered amount IMO. Just start doing the math and counting how many 10's and 10's of MILLIONS of shares have already gone out to Magna, at a furious pace- and then read that language i the SEC filing about needing to "register more shares" if they bump up against the initial limits-
Here PAGE 35-37 (IF they exceed the initial registration statement amount, which IMO IS HIGHLY LIKELY- then they MUST REGISTER MORE to get more Magna cash money. They also CLEARLY STATED- they not only intend to USE ALL, ALL $3 MILLION of the Magna line, BUT, even then it WILL NOT BE SUFFICIENT AMOUNTS OF CASH TO FINANCE EVEN THEIR IMMEDIATE "plans" - it's all right there in black n white in those SEC filings)
PAGE 35-37:
"If we elect to issue and sell more than the 87,812,591 Shares offered to Magna Equities II, LLC, which we have the right, but not the obligation, to do, we must first register for resale under the Securities Act any such additional Shares, which could cause additional substantial dilution to our stockholders.[/color] Based on the above assumptions, we would be required to register an additional approximately 117,666,849 shares of our common stock to obtain the balance of $1,717,936 of the Total Commitment that would be available to us under the Purchase Agreement. We currently have authorized and available for issuance 2,000,000,000 shares of our common stock pursuant to our charter. Depending on the price at which Shares are ultimately sold, [color=red]we may have to increase the number of our authorized shares in order to issue Shares to Magna Equities II, LLC."
With the share price DROPPING AS IT HAS- it's now WAY more than that 117 MILLION additional shares needed, WAY MORE.
Again, with ALL THAT BHRT WRITTEN and duly SEC FILED VERBIAGE ABOVE, WHAT would the CEO SAY about MAGNA- we don't like um and didn't really want to TAKE THEIR CASH and issue 10's and 10's of MILLIONS OF SHARES OF OUR STOCK TO THEM- and we wrote ALL THAT VERBIAGE and WARNINGS and "risk" and "dilution" talk above in those SEC FILINGS, we wrote it by MISTAKE ???? What, what would/could the CEO possibly say at this point?
