Replies to post #79995 on Intellicell Biosciences Inc (fka SVFC)

[BigBadWolf]

$$SVFC $$YA $$ Global $$Preferred $$Shares $$Multiple $$Series ;-)

(d) Capitalization . The authorized capital stock of the Company consists of 1,500,000,000 shares of Common Stock, 150,000 shares of Series A super majority voting preferred stock, 21,000 shares of Series B convertible preferred stock, 13,000 shares of Series C convertible preferred stock, 1,000,000 shares of Series D convertible preferred stock, 1,000,000 shares of Series E preferred stock and 51 shares of Series F preferred stock, of which 1,377,412,561 shares of Common Stock, 0 shares of Series A super majority voting preferred stock, 15,058.0490 shares of Series B convertible preferred stock, 9,998.9490 shares of Series C convertible preferred stock, 56,500 shares of Series D convertible preferred stock, 0 shares of Series E preferred stock and 51 shares of Series F preferred stock are issued and outstanding. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as disclosed in Schedule 3(d) : (i) none of the Company's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of the Company or any of its subsidiaries or by which the Company or any of its subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company or any of its subsidiaries; (v) there are no outstanding securities or instruments of the Company or any of its subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to redeem a security of the Company or any of its subsidiaries; (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (vii) the Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (viii) the Company and its subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company's or its subsidiaries' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company's Articles of Incorporation, as amended and as in effect on the date hereof (the “ Articles of Incorporation ”), and the Company's Bylaws, as amended and as in effect on the date hereof (the “ Bylaws ”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

(w) Fees and Rights of First Refusal . The Company is not obligated to offer the Securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers, agents or other third parties.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9849847

More to come

[SeanBoy]

Ah, I think these conversations are starting to shed some light..

Sounds more like people are trying to convince themselves that things are okay now and will only get better. That's not realistic.

Is everyone here oblivious to the fact that companies don't choose to enter into toxic financing agreement, they are forced to? That's why SVFC has done what is has done.

2 agreements likely now ..

The first being a financing to wipe out debt. Probably done via preferred shares that guarantees a certain % ownership of this company, so that would not pressure common shares. Probably 15 million or more.

The 2nd agreement points towards a reverse merger or business combination. Could again be added financing attached but likely some strategery involved

A far more likely reason for engaging two firms is that they recognize the difficulty of fund raising and they are trying to enhance their chances.

If they do raise any cash, it certainly won't go to pay off debt because the new financial instruments will be every bit as toxic as the old ones, maybe even worse. Wasn't that what happened before?

They only paid off the previous debt because they were in default and the court ordered the payment. Even then it was paid in common stock.

It's highly unlikely that they'll raise anywhere near $15M, but if they did, at a conversion price of $0.000048, that would eventually introduce over 300B shares into the market.

[Gannicus]

* SVFC - why the destruction of the common stock?

That seems very simple to me.

Ironridge minions had been shorting SVFC, and we had already settled at 0.001-0.0015 range before this deal showed up.

If you're a new entity providing financing, you want the CD holders out and you want shares at the lowest level possible. That's why we were seeing "institutional" 50-90 mil blocks going off at 0.0001-0.0002 without touching the retail bid.

The new guys want in at 0.0001-0.0002 and why wouldn't they???
If they accumulate 2-3 billion shares at this level, that's an investment of $300-$500k.

If they can then turn around and run the stock to 0.01-0.02, those shares are worth $30-$50 million. And that's just icing on the cake.

Someone said it best...this is a "transfer of wealth".

So the retail long has to suffer for a few weeks as we drop from 0.0015 to 0.0001. Seems like a small price to pay if this can get back to 0.01-0.02 with a whole new team at the helm.

[Venture_Cap]

New money needs to bounce the doc out of CEO position.

[BigBadWolf]

$$SVFC $$YA $$Global $$Shares $$Conversions

(e) Reservation of Shares . Within thirty (30) days of the Closing Date, the Company shall reserve for issuance to the Buyers 1,500,000,000 shares for issuance upon conversions of the Convertible Dentures and the issuance upon exercise of the Warrants in accordance with the terms thereof (collectively, the “ Share Reserve ”). The Company represents that it has sufficient authorized and unissued shares of Common Stock available to create the Share Reserve after considering all other commitments that may require the issuance of Common Stock. The Company shall take all action reasonably necessary to at all times have authorized, and reserved for the purpose of issuance, such number of shares of Common Stock as shall be necessary to effect the full conversion of the Convertible Debentures. If at any time the Share Reserve is insufficient to effect the full conversion of the Convertible Debentures shall increase the Share Reserve accordingly. If the Company does not have sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, the Company shall call and hold a special meeting of the shareholders within thirty (30) days of such occurrence, for the sole purpose of increasing the number of shares authorized. The Company’s management shall recommend to the shareholders to vote in favor of increasing the number of shares of Common Stock authorized. Management shall also vote all of its shares in favor of increasing the number of authorized shares of Common Stock.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9849847