Quote, "Why can't BHRT raise the AS instead of doing a RS? How can someone find out the current structure, do you call the TA?"
They presently have now, and still will have, an enormous pile of 2 BA BILLION shares authorized (it's right in the SEC filing for the split. It states they will greatly reduce the share of any common shareholder by the 1000 to 1 ratio, but are going to keep the A/S number at the massively high 2 BILLION number so they can obviously keep right on diluting at a furious pace, post the 1000 to 1 split) - so A/S share count of 2 BILLION, is not the problem (although at the pace they are diluting, they will run into that 2 BILLION number sooner or later). I'd guess that right about now, by the next 10-Q release, they'll have something like 1 BILLION shares O/S (outstanding) now and a bit more than that "fully diluted", meaning to cover all their warrant and options obligations etc.
They made it clear in their R/S split SEC filing IMO, as to the real reason for the desperation move of a massive 1000 to 1 R/S reverse split. It's, IMO, to stay on the OTC "QB" market where they trade now, and not get relegated to the lowest of the low, the true "pink sheets". It's also IMO, probably an ego thing for this company- just a smoke n mirrors move to not look so desperate as your shares head to the "trips" as the other poster just pointed out- the triple ZEROES, which looks inevitable at this point, seeing as how the Bid this AM is again only .0012 now, loaded deep on the Level II stack.
Here is the reference in their SEC filing though- that to me explains their real desperation reason for trying to do this massive split- they don't want to go to the "pink sheets":
Quote from 14C filing for the split that HAS NOT HAPPENED YET, though it "could have" as early as Sept 28th, so it's apparently delayed for some reason IMO. Maybe FINRA isn't giving them the green light on it?????
Quote, PAGE 6:
" In addition, the OTC Markets, in which our stock trades, requires a minimum price of $.01 to be listed on the OTCQB. The Reverse Stock Split, while not guaranteeing our ability to remain above $0.01 after the Reverse Stock Split, will improve the likelihood of trading above this minimum requirement. The effect of the reverse split upon the market price for our Common Stock cannot be predicted, and the history of similar stock split combinations for companies in like circumstances is varied. There can be no assurance that the market price per share of our Common Stock after the reverse split will rise in proportion to the reduction in the number of shares of Common Stock outstanding resulting from the reverse split. The market price of our Common Stock may also be based on our performance and other factors, some of which may be unrelated to the number of shares outstanding."
THAT, IMO, IS THE ONLY REASON FOR THE MASSIVE R/S REVERSE SPLIT- they're facing being "de-listed" off the higher OTC "tier" of the OTCQB and face becoming a true "pink sheet" stinker, the lowest of the LOW. They've probably already been notified by the OTCQB I'd guess- that within "x" number of days, they face de-listing if their share price does not get back above ONE CENT (LOL)- hard to believe that ONE CENT is the "standard", but that's apparently what this mess has come to.
Then, this page in the screen shot from the same SEC 14C filing shows how they're gonna reduce every common share holder's shares by the massive 1000 to 1 number, but NOT change the massive 2 BILLION shares authorized and NOT change the 20 MILLION preferred shares held by the insiders, aka Northstar Biotech LLC. SHAZAM, the insider boy's shares with their 25 to 1 voting rights won't get touched- and will stay at a massive 20 MILLION common shares, when the other shares get whacked by 1000 divisor, and thus the Northstar LLC boys will "win" big, rig it all in their favor once again. Their voting power was being diluted away as the massive use of convertible debt, and the associated incredible DILUTION keeps occurring- so my guess (and that's all it is) is that Norhtstar LLC also has something to do with this 1000 to 1 R/S split, that they need to keep their 500 MILLION votes, voting power full control over the common shareholders and any convertible debt holders (Magna for example) who may have been gaining enough shares to actually out-vote ole Northstar and the insiders in a proxy or similar vote. I still don't even personally understand how Northstar Biotech LLC is even legal- how a private LLC of a few people can be setup like a little company within a public traded company- and then be granted total control over it and a "lien" and rights to everything the public traded company owns or might ever own essentially.
Doesn't make much difference now anyways it appears- as BHRT is becoming more and more worthless by the day, literally it looks like LOL !! SO ole Northstar, the insiders- are holding a bunch of shares of something worth pretty much nothing LOL. So rigging the share vote in their favor or giving themselves preferred shares or whatever- doesn't amount to a hill of beans at this point, as the market cap approaches $1 MILLION lousy bucks, LOL. Owning and controlling a piece of a big ole nothing, leaves one still with pretty much a big ole bag of NOTHING in the end, lol !!
That shows how the A/S shares will remain at a MASSIVE 2 BILLION available to be issued, even as post 1000 to 1 massive split, the O/S shares will only be something like 1 MILLION shares O/S and also how ole Northstar LLC, aka the insider boys, are gonna keep their 20 MILLION preferred shares, untouched by the split and with their massive 25 to 1 each share voting rights. The real "story" behind the split IMO. That and not being de-listed off the OTCQB market for failing to maintain a ONE CENT share price, LOL !! AMAZING IMO, just another BHRT stunner in a long list of OTC classics.
The stock in just 2015 alone has lost approx 90% of its value. THAT'S ON TOP of already being a 99% plus loser from mid 2010, to today, LOL !!!
"To be eligible, companies must be current in their reporting and must undergo an annual verification and management certification process. Companies must also meet a minimum ($0.01) bid test and may not be in bankruptcy."
"Ongoing Requirements
Meet an ongoing bid price test of $0.01 as of the close of business for at least one of every 30 calendar days"
given the 30 day "test" of maintaining ONE CENT per share, I'm not sure how BHRT hasn't been sent to the pink sheets already, LOL? They haven't seen ONE CENT a share for 30 days in a row for quite a few months now?? The only thing left BELOW THAT on the ole OTC markets is the true "pink sheets", the bottom of the bottom for any failing company.
Here is the Florida Secretary of State official site- STILL NO CORPORATE NAME CHANGE TO "US STEM CELL" has been filed that I can see. So they apparently haven't gotten the massive 1000 to 1 R/S reverse split approved or something, and have not done the corporate filing to change their name- FINRA maybe or some entity/regulator must be holding it up IMO???
Remember, the original PR announcing the split, said in it, it's subject to "regulatory approval" and blah, blah, blah so it "might not happen" and a blah, blah blah the usual:
http://finance.yahoo.com/news/bioheart-change-name-u-stem-130000917.html "As the process requires regulatory review, applicable notification of FINRA, as well as additional standard requirements for this action, there are no assurances as to the time frame for enactment and no guarantee that this action will transpire."
MY .0012 or so Bid cents worth, a RECORD NEW ALL TIME LOW BID and still falling looks like to me. "ratcheting" down in stair-steps in a classic DEATH SPIRAL. I don't see how a massive 1000 to 1 R/S split is going to make any difference or change anything? Even if they get it split- it's just gonna continue the downward spiral and total collapse in market cap IMO. They live on dilution- it's just that simple. They just inked ANOTHER Magna "note" at just horrible terms, a "note" that will result in easily 100 MILLION more cheap dilution shares being issued to Magna, driving the price further into the sub dirt levels IMO. I don't see how it won't - or what would or can possibly turn this mess around at this point anymore????? What would it be?? I can't see it?
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