Ocata Therapeutics Inc fka OCAT

[Dragon Lady]

Quote BS LOL, "Catalyst for SVB LOAN??? INJECT THE FIRST PATIENT IN PHASE 2??? "

What????????? LOL !!!

Banks don't have "catalysts" for commercial loans to businesses, or even to individuals???????? Banks have LOAN CRITERIA, namely, COLLATERAL in order to insure they GET PAID BACK WITH INTEREST NO MATTER WHAT, LOL !!!

THAT is all a bank cares about, nothing more. FACT.

Read the loan security agreement OCAT had to sign (aka the COLLATERAL agreement) - they had to sign-away to SV BANK essentially EVERYTHING that OCAT the company does own, might own in the futute and yes, even their IP (intellectual property) goes up for grabs in the event of a default being triggered. SV BANK now has rights to any cash, any future stock sales, any dilution money, any financial instruments of any kind, all plant and equipment and "fixtures" - a nice way of saying the bank can liquidate your facility and literally sell the desks and file cabinets and anything else not bolted to the building (typically in a BK auction) if needed to get as much of their money owed, back as possible. ANYTHING and EVERYTHING is that OCAT has or may have until the loan is paid back, NOW BELONGS TO SV BANK for all intents and purposes. THAT is how they got a pittance of a lousy $6 MILLION loan, against their $28 MILLION cash in the bank, and their Lincoln credit line AND against future common share dilution sales, and on and on and on. JUST FACTS, LOL !!

There's not ONE WORD in the SV Bank loan security agreement about "a first patient being injected" NONE. TOTALLY FALSE. Pure made up conjecture and myth from the thin air. TOTAL NONSENSE.

Here is the link to the LOAN SECURITY AGREEMENT as filed by OCAT for their recent SV BANK SECURED LOAN- nothing in it about "injecting a first patient", LOL!!! NOT IN THERE.

http://www.sec.gov/Archives/edgar/data/1140098/000101968715003186/ocata_8k.htm

http://www.sec.gov/Archives/edgar/data/1140098/000101968715003186/ocata_8k-ex1001.htm

quote FROM THE SEC FILED "LOAN SECURITY AGREEMENT" (and NO, IT DOES NOT SAY THE FIRST PATIENT HAS BEEN INJECTED, LOL !!! )

"LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 18, 2015 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and OCATA THERAPEUTICS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
................

2.1 Promise to Pay. Borrower hereby unconditionally promises to pay Bank the outstanding principal amount of all Credit Extensions and accrued and unpaid interest thereon as and when due in accordance with this Agreement.

2.1.1 Term Loan.

(a) Availability. Subject to the terms and conditions of this Agreement, Bank shall make one (1) advance (the “Term A Loan Advance”) available to Borrower in an amount of Six Million Dollars ($6,000,000.00) on the Effective Date. Subject to the terms and conditions of this Agreement, during the Term B Draw Period, Bank shall make one (1) advance (the “Term B Loan Advance”) available to Borrower in an amount of up to Four Million Dollars ($4,000,000.00). The Term A Loan Advance and Term B Loan Advance are hereinafter referred to singly as the “Term Loan Advance” and collectively as the “Term Loan Advances.” The aggregate amount of all Term Loan Advances shall not exceed Ten Million Dollars ($10,000,000.00). After repayment, no Term Loan Advance may be reborrowed.

3.1 Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may have reasonably requested, including, without limitation:

a) duly executed original signatures to the Loan Documents;

(b) duly executed original signatures to the Control Agreement(s);

(c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date;

(d) duly executed original signatures to the completed Borrowing Resolutions for Borrower;

(e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;

(f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto;

(g) evidence satisfactory to Bank that the insurance policies and endorsements required by [Section 6.5] hereof are in full force and effect; and

(h) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof.[/color]
"

(NOTICE, NOT A WORD ABOUT FIRST INJECTIONS in there, NONE. AND THOSE ARE THE "terms" the bank DEMANDED TO "look at" PRIOR TO THE LOAN BEING ISSUED- THE ONLY items. PERIOD. JUST THE FACT, LOL !!!

Continuing from the SEC filed LOAN SECURITY AGREEMENT, quoting verbatim:

"5.2 Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors.

The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral (other than (i) mobile equipment such as laptop computers in the possession of Borrower’s employees or agents and (ii) Inventory, components or active pharmaceutical ingredients in the possession of clinical trial administrators and participants, contract manufacturers or Borrower’s customers or potential customers in the ordinary course of business) shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2.

All Inventory is in all material respects of good and marketable quality, free from material defects.

Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business.

6.5 Insurance.

(a) Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry and location and as Bank may reasonably request. Insurance policies shall be in a form, with financially sound and reputable insurance companies that are not Affiliates of Borrower, and in amounts that are satisfactory to Bank. All property policies shall have a lender’s loss payable endorsement showing Bank as the sole lender loss payee. All liability policies shall show, or have endorsements showing, Bank as an additional insured. Bank shall be named as lender loss payee and/or additional insured with respect to any such insurance providing coverage in respect of any Collateral.

(b) Ensure that proceeds payable under any property policy are, at Bank’s option, payable to Bank on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to One Hundred Thousand Dollars ($100,000.00) with respect to any loss, but not exceeding Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate for all losses under all casualty policies in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Bank has been granted a first priority security interest, and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Bank, be payable to Bank on account of the Obligations.

(c) At Bank’s request, Borrower shall deliver certified copies of insurance policies and evidence of all premium payments. Each provider of any such insurance required under this Section 6.5 shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Bank, that it will give Bank thirty (30) days prior written notice before any such policy or policies shall be materially altered or canceled. If Borrower fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third persons and Bank, Bank may make all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Bank deems prudent.

6.6 Operating Accounts.

(a) Maintain all of its and all of its Subsidiaries’ operating, depository and securities accounts with Bank and Bank’s Affiliates.

(b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such."

Notice that little nugget- they, OCAT HAS TO DO ALL THEIR BANKING NOW with ole SVB, ALL depository and security accounts MUST BE held in a SV BANK or one of it's affiliates, LOL!! The ole $28 MILLION just got deposited into ole SV BANK looks like to me- yeah, what a "deal" eh? Notice, they, OCAT must maintain adequate INSURANCE on everything they own- cause the bank now holds the rights/claims to even freaking insurance settlements if they need to collect and aren't being paid back- EVERYTHING OCAT has, literally, has been pledged as security that I can see, EVERYTHING.

Continuing, quoting from the SV BANK security agreement, all THIRTY ONE PAGES OF IT, so freaking air tight in the bank's favor, it wouldn't leak a molecule in the total VACUUM OF OUTER SPACE IMO.

Quoting:

"9. BANK’S RIGHTS AND REMEDIES

9.1 Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank may, without notice or demand, do any or all of the following, to the extent not prohibited by applicable law:

(a) declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations are immediately due and payable without any action by Bank);

(b) stop advancing money or extending credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower and Bank;

(c) demand that Borrower (i) deposit cash with Bank in an amount equal to at least (A) one hundred five percent (105.0%) of the Dollar Equivalent of the aggregate face amount of all Letters of Credit denominated in Dollars remaining undrawn, and (B) one hundred ten percent (110.0%) of the Dollar Equivalent of the aggregate face amount of all Letters of Credit denominated in a Foreign Currency remaining undrawn, (plus, in each case, all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment)), to secure all of the Obligations relating to such Letters of Credit, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and (ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit;

(d) terminate any FX Contracts;

(e) verify the amount of, demand payment of and performance under, and collect any Accounts and General Intangibles, settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable, and notify any Person owing Borrower money of Bank’s security interest in such funds;

(f) make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral. Borrower shall assemble the Collateral if Bank requests and make it available as Bank designates at any location that is reasonably convenient to Bank and Borrower. Bank may peaceably enter premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants Bank a license to enter and occupy any of its premises, without charge by Borrower, to exercise any of Bank’s rights or remedies;

(g) apply to the Obligations then due (i) any balances and deposits of Borrower it holds, or (ii) any amount held by Bank owing to or for the credit or the account of Borrower;

(h) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s labels, Patents, Copyrights, mask works, rights of use of any name, trade secrets, trade names, Trademarks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section, Borrower’s rights under all licenses and all franchise agreements inure to Bank’s benefit;

(i) place a “hold” on any account maintained with Bank and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral;

(j) demand and receive possession of Borrower’s Books; and

(k) exercise all rights and remedies available to Bank under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof).

9.2 Power of Attorney. Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks or other forms of payment or security; (b) sign Borrower’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Bank determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Bank is under no further obligation to make Credit Extensions hereunder. Bank’s foregoing appointment as Borrower’s attorney in fact, and all of Bank’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Bank’s obligation to provide Credit Extensions terminates.

9.3 Protective Payments. If Borrower fails to obtain the insurance called for by Section 6.5 or fails to pay any premium thereon or fails to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document or which may be required to preserve the Collateral, Bank may obtain such insurance or make such payment, and all amounts so paid by Bank are Bank Expenses and immediately due and payable, bearing interest at the then highest rate applicable to the Obligations, and secured by the Collateral. Bank will make reasonable efforts to provide Borrower with notice of Bank obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No payments by Bank are deemed an agreement to make similar payments in the future or Bank’s waiver of any Event of Default.

9.4 Application of Payments and Proceeds Upon Default. If an Event of Default has occurred and is continuing, Bank shall have the right to apply in any order any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations. Bank shall pay any surplus to Borrower by credit to the Designated Deposit Account or to other Persons legally entitled thereto; Borrower shall remain liable to Bank for any deficiency. If Bank, directly or indirectly, enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Bank shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Bank of cash therefor.
"

Again, notice those little NUGGETS- in that section, the BANK, SVB, now has POWER OF ATTORNEY over any and all bank accounts of lil ole OCAT including being able to "sign checks" take money from accounts IF NECESSARY TO GET PAID BACK, which must now do its banking at SVB or one of their "affiliates" and in a default event, ole SVB BANK can DRAIN, TRANSFER, TAKE AT WILL, every last dime OCATA HAS, aka being in FIRST POSITION, to get PAID BACK W/ INTEREST, LOL. And NO, they DO NOT CARE ABOUT "the first patient being injected" - it's NOT IN THE SECURITY AGREEMENT, LOL !!

The bank doesn't GIVE A RIP about "OCAT injecting the first patient" or whatever - the bank can literally "ENTER THE FACILITIES" and begin to "SELL ANYTHING AND EVERYTHING OCAT HAS" to get paid back- read it, it's all spelled out in detailed legaleze in those paragraphs above. The BANK, CAN TAKE IT ALL, EVERYTHING and ANYTHING OCAT HAS or might have in the future- to get paid back THEIR MONEY.

Continuing quoting from the SEC FILED loan SECURITY AGREEMENT:

"EXHIBIT A – COLLATERAL DESCRIPTION

The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property:

All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and

all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.

Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property.

Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent."

AND there it is- the CROWN JEWEL, EVERYTHING, literally EVERYTHING OCAT does or even "might" own even in the future has been "pledged" and signed over from OCATA to THEE BANK, ole SV BANK, as "collateral" INCLUDING control of the "intellectual property" and how it's handled w/o PRIOR CONSENT FROM THE BANK- which would cover FUTURE LICENSING AGREEMENTS, etc

And NO, NOTHING is in that agreement about the "first patient being injected", LOL !!!!!!!!!!!!! NOT THERE, DOES NOT EXIST. AND, WHAT would be left to the common shareholders if ole OCAT gets in the pinch or squeeze and can't pay their now, NEW DEBT BACK, NOTHING, that's what. The bank would OWN IT ALL, TAKE IT ALL as needed to be "made whole" per that air-tight loan COLLATERAL agreement linked above. COMMON SHAREHOLDERS ARE IN LAST PLACE to collect a thing now- it's all SV BANK baby, all their's now if "needed" to get paid back. Yepper.

JUST FACTS, LOL !!!!!!!!!!!!!!!