They both didn't make invalid filings. Only IR made an invalid filing. The company stated they notified both companies that the purported purchase was invalid (that was July 30th). The filing made by TCA is by all accounts valid and the company never claimed TCA made an invalid filing.
Immediately after Ironridge informed the Company of the Purported Purchase, Ironridge and Kirkland threatened to foreclose on the Note and destroy the Company if the Company did not immediately file suit against Magna Group, LLC and certain of its affiliates in connection with the Company’s recent 3(a)(10) transaction. The Company refused to comply with Kirkland’s improper threats and demands. Thereafter, On July 29, 2013, the Company received from Ironridge and specifically Krikland, a Notice of Default and a Notice of Foreclosure Sale (the “Notice of Foreclosure”) advising of Kirkland’s intent to sell, lease or license all assets of the Company at a public auction on August 12, 2013.
On July 15, 2013, while Intellicell BioSciences, Inc. (the “Company”) was finalizing an amendment and waiver to that certain Convertible Promissory Note (the "Note") issued by the Company in favor of TCA Global Credit Master Fund, LP ("TCA") on June 7, 2012 in the principal amount of $500,000, the Company was advised that Ironridge Global IV, LTD (“Ironridge”), led by Mr. John C. Kirkland, Esq. (“Kirkland”), purportedly purchased (the “Purported Purchase”) the Note from TCA.
On July 30, 2013, the Company notified Ironridge and TCA that the Purported Purchase was invalid, specifically due to failure to obtain the Company’s written consent for any assignment or sale of the Note, as required under the terms of the Note. Neither TCA nor Ironridge obtained the Company’s written consent prior to the Purported Purchase.
On July 31, 2013, subsequent to the Company’s having advised Ironridge and TCA that the Purported Purchase was invalid, the Company received from TCA the same Notice of Foreclosure that it has previously received from Ironridge.
The company is referencing the "Purported Purchase" as defined in the first paragraph not the filing. All the company did was disclose they received the same notice of foreclosure from TCA as they had gotten from IR. They did not dispute it when they had an opportunity to do so, if they believed there was anything they could dispute.
The Company intends to vigorously defend itself against Ironridge and Kirklands’s improper attempts to seize the Company’s assets for not giving into Kirkland’s improper threats and demands. The Company will take all legal action necessary to protect the interests of the Company and its shareholders. The Company is also arranging for all outstanding principal and interest under the Note to be paid as soon as possible.
And in closing, the company only addresses IR and Kirkland with no mention of addressing anything with TCA. Why would that be?
Because TCA still holds the note and TCA made a legal notification to the company that the company could not dispute. This is why the mad scramble to get another entity to step in and pay off TCA.
I don't believe there will be a foreclosure auction. As others have pointed out, Hanover has too much to lose to let it slip away without doing anything. The question I think needs pondering is, should Hanover or anyone step in and new shares are issued, who will buy them? The company would be better off making a public offering and let us buy direct from the company instead of letting a Hanover milk us all dry.
If they stave off this attack successfully, the first thing that needs to happen afterwards is remove Dr. Victor from his CEO role. He can be on the board and Chief Medical Officer but we need a real CEO. Shareholders have been burned too many times to hope this doesn't happen again...and again...again. The trend has not been our friend in this respect.
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