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Share Name | Share Symbol | Market | Type |
---|---|---|---|
US Stem Cell Inc (CE) | USOTC:USRM | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended June 30, 2016
OR
|
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from _____ to _____
|
Florida
|
65-0945967
|
(State or other jurisdiction of incorporation or organization
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
☐
|
Accelerated filer
☐
|
Non-accelerated filer
☐
|
Smaller reporting company
☒
|
(Do not check if a smaller reporting company)
|
|
PART I.
|
FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
|
|
ITEM 1.
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
8-24
|
|
|
|
|
|
|
|
ITEM 2.
|
|
25-33
|
|
|
ITEM 3.
|
|
33
|
|
|
ITEM 4.
|
|
34
|
|
|
|
|
|
|
PART II.
|
OTHER INFORMATION
|
|
|
|
|
|
|
|
|
|
ITEM 1.
|
|
35
|
|
|
ITEM 1A.
|
|
35
|
|
|
ITEM 2.
|
|
35
|
|
|
ITEM 3.
|
|
35
|
|
|
ITEM 4.
|
|
35
|
|
|
ITEM 5.
|
|
35
|
|
|
ITEM 6.
|
|
36
|
|
|
|
|
|
|
|
|
41
|
||
EX 31.01
|
||||
EX 32.01
|
June 30,
|
December 31,
|
|||||||
2016
|
2015
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
130,836
|
$
|
58,372
|
||||
Accounts receivable, net
|
41,624
|
35,032
|
||||||
Inventory
|
33,715
|
17,406
|
||||||
Prepaid and other
|
-
|
4,832
|
||||||
Total current assets
|
206,175
|
115,642
|
||||||
Property and equipment, net
|
11,747
|
14,172
|
||||||
Other assets
|
||||||||
Investments
|
55,337
|
89,139
|
||||||
Deposits
|
10,160
|
10,160
|
||||||
Total assets
|
$
|
283,419
|
$
|
229,113
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable, including $67,395 and $104,089 to related parties, respectively
|
$
|
1,334,593
|
$
|
1,503,501
|
||||
Accrued expenses
|
799,063
|
726,751
|
||||||
Advances, related party
|
104,901
|
106,505
|
||||||
Deferred revenue
|
89,318
|
71,961
|
||||||
Deposits
|
465,286
|
465,286
|
||||||
Promissory note, short term portion, net of debt discount of $74,922 and $78,864 respectively
|
75,078
|
71,136
|
||||||
Notes payable, related party
|
1,675,258
|
1,727,022
|
||||||
Notes payable, net of debt discount of $227,017 and $249,205, respectively
|
708,964
|
608,502
|
||||||
Derivative liabilities
|
481,964
|
423,927
|
||||||
Total current liabilities
|
5,734,425
|
5,704,591
|
||||||
Long term debt:
|
||||||||
Promissory note, long term portion, net of debt discount of $204,303 and $240,521, respectively
|
1,193,459
|
1,232,241
|
||||||
Notes payable, long term portion
|
983,068
|
983,727
|
||||||
Note payable, long term portion, related party
|
-
|
30,000
|
||||||
Total long term debt
|
2,176,527
|
2,245,968
|
||||||
Total liabilities
|
7,910,952
|
7,950,559
|
||||||
Commitments and contingencies
|
-
|
-
|
||||||
Stockholders' deficit:
|
||||||||
Preferred stock, par value $0.001; 20,000,000 shares authorized, 20,000,000 issued and outstanding
|
20,000
|
20,000
|
||||||
Common stock, par value $0.001; 2,000,000,000 shares authorized, 8,861,334 and 1,813,689 shares issued and 8,861,334 and 1,728,478 outstanding as of June 30, 2016 and December 31, 2015, respectively
|
8,861
|
1,814
|
||||||
Additional paid in capital
|
115,136,210
|
114,555,110
|
||||||
Treasury stock, 85,211 shares
|
-
|
(221,996
|
)
|
|||||
Accumulated deficit
|
(122,792,604
|
)
|
(122,076,374
|
)
|
||||
Total stockholders' deficit
|
(7,627,533
|
)
|
(7,721,446
|
)
|
||||
Total liabilities and stockholders' deficit
|
$
|
283,419
|
$
|
229,113
|
Three months ended June 30,
|
Six months ended June 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Revenue:
|
||||||||||||||||
Products
|
$
|
364,910
|
$
|
342,773
|
$
|
866,335
|
$
|
628,122
|
||||||||
Services
|
313,312
|
222,534
|
522,833
|
426,742
|
||||||||||||
Total revenue
|
678,222
|
565,307
|
1,389,168
|
1,054,864
|
||||||||||||
Cost of sales
|
235,372
|
306,266
|
389,754
|
548,678
|
||||||||||||
Gross profit
|
442,850
|
259,041
|
999,414
|
506,186
|
||||||||||||
Cost and operating expenses:
|
||||||||||||||||
Research and development
|
3,971
|
6,751
|
7,466
|
8,006
|
||||||||||||
Marketing, general and administrative
|
696,680
|
731,196
|
1,262,486
|
1,783,431
|
||||||||||||
Depreciation and amortization
|
1,212
|
1,318
|
2,425
|
2,619
|
||||||||||||
Total operating expenses
|
701,863
|
739,265
|
1,272,377
|
1,794,056
|
||||||||||||
Net loss from operations
|
(259,013
|
)
|
(480,224
|
)
|
(272,963
|
)
|
(1,287,870
|
)
|
||||||||
Other income (expenses):
|
||||||||||||||||
Gain on settlement of debt
|
94,107
|
1,979,180
|
72,814
|
2,038,610
|
||||||||||||
Gain on disposal of equipment
|
-
|
-
|
500
|
-
|
||||||||||||
Gain (loss) on change of fair value of derivative liability
|
128,889
|
(236,455
|
)
|
143,395
|
(113,731
|
)
|
||||||||||
Income from equity investment
|
15,339
|
8,343
|
31,198
|
12,309
|
||||||||||||
Other income
|
22,285
|
-
|
24,741
|
3,151
|
||||||||||||
Interest expense
|
(354,513
|
)
|
(384,250
|
)
|
(715,915
|
)
|
(814,092
|
)
|
||||||||
Total other income (expenses)
|
(93,893
|
)
|
1,366,818
|
(443,267
|
)
|
1,126,247
|
||||||||||
Net (loss) income before income taxes
|
(352,906
|
)
|
886,594
|
(716,230
|
)
|
(161,623
|
)
|
|||||||||
Income taxes (benefit)
|
-
|
-
|
-
|
-
|
||||||||||||
NET (LOSS) INCOME
|
$
|
(352,906
|
)
|
$
|
886,594
|
$
|
(716,230
|
)
|
$
|
(161,623
|
)
|
|||||
Net (loss) income per common share, basic
|
$
|
(0.06
|
)
|
$
|
1.20
|
$
|
(0.19
|
)
|
$
|
(0.24
|
)
|
|||||
Net (loss) income per common share, diluted
|
$
|
(0.06
|
)
|
$
|
0.95
|
$
|
(0.19
|
)
|
$
|
(0.24
|
)
|
|||||
Weighted average number of common shares outstanding, basic
|
5,436,897
|
741,091
|
3,745,583
|
684,184
|
||||||||||||
Weighted average number of common shares outstanding, diluted
|
5,436,897
|
936,144
|
3,745,583
|
684,184
|
Additional
|
||||||||||||||||||||||||||||||||
Preferred stock
|
Common stock
|
Paid in
|
Treasury
|
Accumulated
|
||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Stock
|
Deficit
|
Total
|
|||||||||||||||||||||||||
Balance, January 1, 2016
|
20,000,000
|
$
|
20,000
|
1,813,689
|
$
|
1,814
|
$
|
114,555,110
|
$
|
(221,996
|
)
|
$
|
(122,076,374
|
)
|
$
|
(7,721,446
|
)
|
|||||||||||||||
Common stock issued in settlement of accounts payable and accrued interest
|
-
|
-
|
767,980
|
768
|
92,451
|
-
|
-
|
93,219
|
||||||||||||||||||||||||
Common stock issued in connection with settlement of other debt
|
-
|
-
|
6,360,520
|
6,360
|
569,452
|
-
|
-
|
575,812
|
||||||||||||||||||||||||
Common stock issued in settlement of note payable, related party
|
-
|
-
|
14,606
|
14
|
6,558
|
-
|
-
|
6,572
|
||||||||||||||||||||||||
Purchase of 10,250 shares of Company's common stock at average cost of $0.76 per share
|
-
|
-
|
-
|
-
|
-
|
(7,817
|
)
|
-
|
(7,817
|
)
|
||||||||||||||||||||||
Treasury shares canceled and returned to authorized
|
-
|
-
|
(95,461
|
)
|
(95
|
)
|
(229,718
|
)
|
229,813
|
-
|
-
|
|||||||||||||||||||||
Change in fair value of repriced employee stock options
|
-
|
-
|
-
|
-
|
934
|
-
|
-
|
934
|
||||||||||||||||||||||||
Stock based compensation
|
-
|
-
|
-
|
-
|
141,423
|
-
|
-
|
141,423
|
||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(716,230
|
)
|
(716,230
|
)
|
||||||||||||||||||||||
Balance, June 30, 2016
|
20,000,000
|
$
|
20,000
|
8,861,334
|
$
|
8,861
|
$
|
115,136,210
|
$
|
-
|
$
|
(122,792,604
|
)
|
$
|
(7,627,533
|
)
|
Six months ended June 30,
|
||||||||
2016
|
2015
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(716,230
|
)
|
$
|
(161,623
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
2,425
|
2,619
|
||||||
Bad debt expense
|
16,358
|
-
|
||||||
Discount on convertible debt
|
398,683
|
425,629
|
||||||
Change in fair value of derivative liability
|
(143,395
|
)
|
113,731
|
|||||
Gain on settlement of debt
|
(72,814
|
)
|
(2,038,610
|
)
|
||||
Gain on sale of equipment
|
(500
|
)
|
-
|
|||||
Common stock issued in settlement of litigation
|
-
|
59,850
|
||||||
Non-cash payment of interest
|
150,330
|
188,303
|
||||||
Income on equity investments
|
(31,198
|
)
|
(12,309
|
)
|
||||
Stock based compensation
|
141,423
|
269,301
|
||||||
Change in fair value of repriced employee options
|
934
|
-
|
||||||
(Increase) decrease in:
|
||||||||
Receivables
|
(22,950
|
)
|
(3,095
|
)
|
||||
Inventory
|
(16,309
|
)
|
-
|
|||||
Prepaid and other current assets
|
4,832
|
7,472
|
||||||
Increase (decrease) in:
|
||||||||
Accounts payable
|
13,836
|
242,956
|
||||||
Accrued expenses
|
91,622
|
221,950
|
||||||
Deferred revenue
|
17,357
|
37,100
|
||||||
Net cash used in operating activities
|
(165,596
|
)
|
(646,726
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Proceeds from (payments to) equity investments
|
65,000
|
(10,000
|
)
|
|||||
Proceeds from sale of property and equipment
|
500
|
-
|
||||||
Purchase of treasury stock
|
(7,817
|
)
|
(50,272
|
)
|
||||
Acquisitions of property and equipment
|
-
|
(894
|
)
|
|||||
Net cash provided by (used in) investing activities
|
57,683
|
(61,166
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from issuance of common stock, net
|
-
|
533,945
|
||||||
Proceeds from notes payable
|
457,896
|
315,000
|
||||||
Net proceeds from related party advances
|
15,000
|
6,604
|
||||||
Repayments of related party notes
|
(81,764
|
)
|
-
|
|||||
Repayments of notes payable
|
(210,755
|
)
|
(90,797
|
)
|
||||
Net cash provided in financing activities
|
180,377
|
764,752
|
||||||
Net increase in cash and cash equivalents
|
72,464
|
56,860
|
||||||
Cash and cash equivalents, beginning of period
|
58,372
|
36,674
|
||||||
Cash and cash equivalents, end of period
|
$
|
130,836
|
$
|
93,534
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
Interest paid
|
$
|
31,683
|
$
|
191,773
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
||||
Non-cash financing activities:
|
||||||||
Common stock issued in settlement of notes payable
|
$
|
245,310
|
$
|
388,259
|
||||
Common stock issued in settlement of accounts payable
|
$
|
93,219
|
$
|
112,767
|
||||
Common stock issued in settlement of note payable, related party
|
$
|
10,000
|
$
|
-
|
||||
Common stock issued in settlement of guarantor fees
|
$
|
-
|
$
|
170,101
|
||||
Promissory note issued in exchange for subordinated debt and accrued expenses
|
$
|
-
|
$
|
1,697,792
|
|
June 30,
2016
|
June 30,
2015
|
||||||
Convertible debt
|
47,867,390
|
195,053
|
||||||
Series A convertible preferred stock
|
20,000,000
|
20,000,000
|
||||||
Options to purchase common stock
|
705,805
|
73,900
|
||||||
Warrants to purchase common stock
|
139,334
|
141,684
|
||||||
Totals
|
68,712,529
|
20,410,637
|
|
June 30,
2016
|
December 31,
2015
|
||||||
Laboratory and medical equipment
|
$
|
329,638
|
$
|
353,253
|
||||
Furniture, fixtures and equipment
|
130,410
|
130,410
|
||||||
Computer equipment
|
48,788
|
48,788
|
||||||
Leasehold improvements
|
362,046
|
362,046
|
||||||
|
870,882
|
894,497
|
||||||
Less accumulated depreciation and amortization
|
(859,135
|
)
|
(880,325
|
)
|
||||
|
$
|
11,747
|
$
|
14,172
|
|
June 30,
2016
|
December 31,
2015
|
||||||
Amounts payable to the Guarantors of the Company’s loan agreement with Bank of America and Seaside Bank, including fees and interest
|
$
|
108,776
|
$
|
64,199
|
||||
Interest payable on notes payable
|
538,997
|
467,664
|
||||||
Vendor accruals and other
|
146,429
|
147,244
|
||||||
Employee commissions, compensation, etc.
|
4,861
|
47,644
|
||||||
|
$
|
799,063
|
$
|
726,751
|
|
June 30,
2016
|
December 31,
2015
|
||||||
Seaside Bank note payable.
|
$
|
980,000
|
$
|
980,000
|
||||
Hunton & Williams notes payable
|
384,972
|
384,972
|
||||||
Daniel James Management notes payable
|
81,425
|
75,000
|
||||||
Fourth Man, LLC notes payable
|
75,000
|
77,450
|
||||||
Magna Group notes payable
|
263,215
|
125,000
|
||||||
Power Up Lending Group notes payable
|
187,943
|
194,235
|
||||||
Equipment finance lease
|
4,179
|
4,777
|
||||||
Total notes payable
|
1,976,734
|
1,841,434
|
||||||
Less unamortized debt discount
|
(284,702
|
)
|
(249,205
|
)
|
||||
Total notes payable net of unamortized debt discount
|
1,692,032
|
1,592,229
|
||||||
Less current portion
|
(708,964
|
)
|
(608,502
|
)
|
||||
Long term portion
|
$
|
983,068
|
$
|
983,727
|
|
June 30,
2016
|
December 31,
2015
|
||||||
Note payable, Beverly Murphy
|
50,000
|
50,000
|
||||||
Note payable, Mr. Tomas
|
200,486
|
252,250
|
||||||
Note payable, Mr. Tomas
|
375,000
|
375,000
|
||||||
Note payable, Mr. Tomas
|
500,000
|
500,000
|
||||||
Note payable, Ms. Comella
|
287,772
|
287,772
|
||||||
Total
|
$
|
1,413,258
|
$
|
1,465,022
|
|
Shares
|
Weighted-
Average
Exercise Price
|
Weighted-
Average
Remaining
Contractual
Term (in years)
|
|||||||||
|
||||||||||||
Options outstanding at January 1, 2015
|
66,933
|
$
|
56.00
|
8.9
|
||||||||
Granted
|
489,116
|
$
|
1.98
|
10.0
|
||||||||
Exercised
|
—
|
|||||||||||
Forfeited/Expired
|
(229
|
)
|
$
|
5,103.28
|
||||||||
Options outstanding at December 31, 2015
|
555,820
|
$
|
6.43
|
9.6
|
||||||||
Granted
|
150,000
|
$
|
0.15
|
10.0
|
||||||||
Exercised
|
—
|
|||||||||||
Forfeited/Expired
|
(15
|
)
|
$
|
2,031.45
|
||||||||
Options outstanding at June 30, 2016
|
705,805
|
$
|
0.56
|
9.3
|
||||||||
Options exercisable at June 30, 2016
|
512,857
|
$
|
0.70
|
9.2
|
||||||||
Available for grant at June 30, 2016
|
7,233,070
|
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||
Shares
|
Weighted-
Average
Remaining
Contractual
Term
|
Weighted-
Average
Exercise
Price
|
Shares
|
Weighted-
Average
Exercise
Price
|
||||||||||||||||||
$
|
0.00 – $20.00
|
|
705,583
|
|
9.3
|
$
|
0.16
|
|
512,635
|
$
|
0.16
|
|||||||||||
$
|
30.01 – $100.00
|
100
|
5.2
|
$
|
70.00
|
100
|
$
|
70.00
|
||||||||||||||
$
|
>100.00
|
122
|
3.4
|
$
|
2,239.11
|
122
|
$
|
2,239.11
|
||||||||||||||
705,805
|
9.3
|
$
|
0.56
|
512,857
|
$
|
0.70
|
|
Shares
|
Weighted-
Average
Exercise
Price
|
Weighted-
Average
Remaining
Contractual
Term (in years)
|
|||||||||
Outstanding at January 1, 2015
|
150,620
|
$
|
170.00
|
6.6
|
||||||||
Issued
|
2,072
|
$
|
19.98
|
8.18
|
||||||||
Exercised
|
-
|
|||||||||||
Expired
|
(13,325
|
)
|
$
|
24.00
|
||||||||
Outstanding at December 31, 2015
|
139,367
|
$
|
182.26
|
6.3
|
||||||||
Issued
|
-
|
|||||||||||
Exercised
|
-
|
|||||||||||
Expired
|
(33
|
)
|
$
|
7,690.00
|
||||||||
Outstanding at June 30, 2016
|
139,334
|
$
|
180.48
|
5.8
|
||||||||
Exercisable at June 30, 2016
|
135,789
|
$
|
97.18
|
5.8
|
Warrants Outstanding
|
Warrants Exercisable
|
|||||||||||||||||||||
Shares
|
Weighted-
Average
Remaining
Contractual
Term
|
Weighted-
Average
Exercise
Price
|
Shares
|
Weighted-
Average
Exercise
Price
|
||||||||||||||||||
$
|
0.01 – $20.00
|
|
94,108
|
|
6.3
|
$
|
15.54
|
|
94,108
|
$
|
15.54
|
|||||||||||
$
|
20.01 – $30.00
|
29,743
|
5.6
|
$
|
24.52
|
28,743
|
$
|
24.62
|
||||||||||||||
$
|
30.01 – $40.00
|
628
|
1.1
|
$
|
40.00
|
628
|
$
|
40.00
|
||||||||||||||
$
|
40.01 - $50.00
|
6,253
|
2.6
|
$
|
48.36
|
5,253
|
$
|
48.41
|
||||||||||||||
$
|
50.01 – $60.00
|
543
|
1.4
|
$
|
60.00
|
543
|
$
|
60.00
|
||||||||||||||
$
|
>60.00
|
8,059
|
3.7
|
$
|
2,803.74
|
6,514
|
$
|
1,644.81
|
||||||||||||||
139,334
|
5.8
|
$
|
180.48
|
135,789
|
$
|
97.184
|
Period ending December 31,
|
||||
2016 (six months)
|
$
|
43,837
|
||
2017
|
87,674
|
|||
2018
|
87,674
|
|||
2019
|
58,448
|
|||
Total
|
$
|
277,633
|
|
Warrant
Liability
|
Debt
Derivative
|
||||||
Balance, December 31, 2014
|
149,920
|
$
|
591,351
|
|||||
Total (gains) losses
|
||||||||
Initial fair value of debt derivative at note issuance
|
—
|
1,097,379
|
||||||
Mark-to-market at December 31, 2015:
|
(137,711
|
)
|
122,616
|
|||||
Transfers out of Level 3 upon conversion and settlement of notes
|
—
|
(1,399,628
|
)
|
|||||
Balance, December 31, 2015
|
12,209
|
411,718
|
||||||
Total (gains) losses
|
||||||||
Initial fair value of debt derivative at note issuance
|
—
|
525,330
|
||||||
Mark-to-market at June 30, 2016:
|
(12,017
|
)
|
(131,378
|
)
|
||||
Transfers out of Level 3 upon conversion or payoff of notes payable
|
—
|
(323,898
|
)
|
|||||
Balance, June 30, 2016
|
$
|
192
|
$
|
481,772
|
||||
Net gain for the period included in earnings relating to the liabilities held at June 30, 2016
|
$
|
12,017
|
$
|
131,378
|
●
|
our financial position and historical financial performance;
|
●
|
arm’s length sales of our common stock;
|
●
|
the development status of our product candidates;
|
●
|
the business risks we face;
|
●
|
vesting restrictions imposed upon the equity awards; and
|
●
|
an evaluation and benchmark of our competitors; and
|
●
|
prospects of a liquidity event.
|
Exhibit No.
|
Exhibit Description
|
|
|
3.1(6)
|
Amended and Restated Articles of Incorporation of the registrant, as amended
|
3.2(9)
|
Articles of Amendment to the Articles of Incorporation of the registrant
|
3.3(37)
|
Articles of Amendment to the Articles of Incorporation of the registrant
|
3.4 (8)
|
Amended and Restated Bylaws
|
4.1(5)
|
Loan and Security Agreement, dated as of May 31, 2007 by and between BlueCrest Capital Finance, L.P. and the registrant
|
4.2(12)
|
Notice of Event of Default, from BlueCrest Venture Finance Master Fund Limited to the Company, dated January 28, 2009
|
4.3(12)
|
Notice of Acceleration, from BlueCrest Venture Finance Master Fund Limited to the Company, dated February 2, 2009
|
4.4(13)
|
Amendment to Loan and Security Agreement, between the Company and BlueCrest Venture Finance Master Fund Limited, dated as of April 2, 2009
|
4.5(13)
|
Grant of Security Interest (Patents), between the Company and BlueCrest Venture Finance Master Fund Limited, dated as of April 2, 2009
|
4.6(13)
|
Security Agreement (Intellectual Property), between the Company and BlueCrest Venture Finance Master Fund Limited, dated as of April 2, 2009
|
4.7(13)
|
Subordination Agreement, by Hunton & Williams, LLP in favor of BlueCrest Venture Finance Master Fund Limited, entered into and effective April 2, 2009
|
4.8(13)
|
Amended and Restated Promissory Note, dated April 2, 2009, by the Company to BlueCrest Venture Finance Master Fund Limited
|
4.9(13)
|
Warrant to purchase 1,315,542 shares of the registrant’s common stock, dated April 2, 2009, issued to BlueCrest Venture Finance Master Fund Limited
|
4.10(14)
|
Warrant to purchase 451,043 shares of the registrant’s common stock, dated April 2, 2009, issued to Rogers Telecommunications Limited
|
4.11(14)
|
Warrant to purchase 173,638 shares of the registrant’s common stock, dated April 2, 2009, issued to Hunton & Williams, LLP
|
4.12(4)
|
Warrant to purchase shares of the registrant’s common stock issued to Howard J. Leonhardt and Brenda Leonhardt
|
4.12(19)
|
10% Convertible Promissory Note Due July 23, 2010, in the amount of $20,000, payable to Dana Smith
|
4.13(19)
|
10% Convertible Promissory Note Due July 23, 2010, in the amount of $100,000, payable to Bruce Meyers
|
4.14(19)
|
Registration Rights Agreement, dated July 23, 2009
|
4.15(4)
|
Warrant to purchase shares of the registrant’s common stock issued to the R&A Spencer Family Limited Partnership
|
4.15(19)
|
Subordination Agreement, dated July 23, 2009
|
4.16(19)
|
Note Purchase Agreement, dated July 23, 2009
|
4.17(19)
|
Closing Confirmation of Conversion Election, dated July 23, 2009
|
4.20(6)
|
Warrant to purchase shares of the registrant’s common stock issued to Samuel S. Ahn, M.D.
|
4.23(7)
|
Warrant to purchase shares of the registrant’s common stock issued to Howard and Brenda Leonhardt
|
4.27(11)
|
Form of Warrant Agreement for October 2008 Private Placement
|
4.30(19)
|
10% Convertible Promissory Note Due July 23, 2010, in the amount of $100,000, payable to Bruce Meyers
|
4.31 (34)
|
Series A Convertible Preferred Stock
|
4.32 (35)
|
Amendment to the Series A Convertible Preferred Stock
|
10.1**(1)
|
1999 Officers and Employees Stock Option Plan
|
10.2**(1)
|
1999 Directors and Consultants Stock Option Plan
|
10.3(1)
|
Form of Option Agreement under 1999 Officers and Employees Stock Option Plan
|
10.4(3)
|
Form of Option Agreement under 1999 Directors and Consultants Stock Option Plan
|
10.5**(4)
|
Employment Letter Agreement between the registrant and Scott Bromley, dated August 24, 2006.
|
10.6(1)
|
Lease Agreement between the registrant and Sawgrass Business Plaza, LLC, as amended, dated November 14, 2006.
|
10.7(1)
|
Asset Purchase Agreement between the registrant and Advanced Cardiovascular Systems, Inc., dated June 24, 2003.
|
10.8(4)
|
Conditionally Exclusive License Agreement between the registrant, Dr. Peter Law and Cell Transplants International, LLC, dated February 7, 2000, as amended.
|
10.9(4)
|
Loan Guarantee, Payment and Security Agreement, dated as of June 1, 2007, by and between the registrant, Howard J. Leonhardt and Brenda Leonhardt
|
10.10(4)
|
Loan Guarantee, Payment and Security Agreement, dated as of June 1, 2007, by and between the registrant and William P. Murphy Jr., M.D.
|
10.11(4)
|
Loan Agreement, dated as of June 1, 2007, by and between the registrant and Bank of America, N.A.
|
10.13(4)
|
Warrant to purchase shares of the registrant’s common stock issued to Howard J. Leonhardt and Brenda Leonhardt
|
10.14(4)
|
Warrant to purchase shares of the registrant’s common stock issued to William P. Murphy, Jr., M.D.
|
10.16(4)
|
Material Supply Agreement, dated May 10, 2007, by and between the registrant and Biosense Webster
|
10.17(5)
|
Warrant to purchase shares of the registrant’s common stock issued to BlueCrest Capital Finance, L.P.
|
10.18(6)
|
Loan Guarantee, Payment and Security Agreement, dated as of September 12, 2007, by and between the registrant and Samuel S. Ahn, M.D.
|
10.19(6)
|
Loan Guarantee, Payment and Security Agreement, dated as of September 12, 2007, by and between the registrant and Dan Marino
|
10.21(6)
|
Loan Guarantee, Payment and Security Agreement, dated as of September 19, 2007, by and between the registrant and Jason Taylor
|
10.22(7)
|
Loan Guarantee, Payment and Security Agreement, dated as of October 10, 2007, by and between the registrant and Howard and Brenda Leonhardt
|
10.24(7)
|
Second Amendment to Loan Guarantee, Payment and Security Agreement, dated as of October 10, 2007, by and between the registrant and Howard and Brenda Leonhardt
|
10.25(7)
|
Second Amendment to Loan Guarantee, Payment and Security Agreement, dated as of October 10, 2007, by and between the registrant and William P. Murphy, Jr., M.D.
|
10.26**(10)
|
U.S. Stem Cell, Inc. Omnibus Equity Compensation Plan
|
10.28(11)
|
Form of Registration Rights Agreement for October 2008 Private Placement
|
10.29(19)
|
10% Convertible Promissory Note Due July 23, 2010, in the amount of $20,000, payable to Dana Smith
|
10.31(19)
|
Registration Rights Agreement, dated July 23, 2009
|
10.32(19)
|
Subordination Agreement, dated July 23, 2009
|
10.33(19)
|
Note Purchase Agreement, dated July 23, 2009
|
10.34(19)
|
Closing Confirmation of Conversion Election, dated July 23, 2009
|
10.35**(20)
|
Amended and Restated 1999 Directors and Consultants Stock Option Plan
|
10.36(21)
|
Preliminary Commitment Letter with Seaside National Bank and Trust, dated September 30, 2010.
|
10.37(22)
|
Loan Agreement with Seaside National Bank and Trust, dated October 25, 2010.
|
10.38(22)
|
Promissory Note with Seaside National Bank and Trust, dated October 25, 2010.
|
10.39(22)
|
Amended and Restated Loan and Security Agreement with BlueCrest Venture Finance Master Fund Limited, dated October 25, 2010.
|
10.40(23)
|
Form of Subscription Agreement, executed November 30, 2010.
|
10.41(23)
|
Form of Common Stock Purchase Warrant, issued November 30, 2010.
|
10.42(23)
|
Form of Registration Rights Agreement, dated November 30, 2010.
|
10.43(24)
|
Unsecured Convertible Promissory Note for $25,000, with Magna Group, LLC, dated January 3, 2011.
|
10.44(24)
|
Promissory Note for $139,728.82 with Magna Group, LLC, dated January 3, 2011.
|
10.45(24)
|
Securities Purchase Agreement with Magna Group, LLC, dated January 3, 2011.
|
10.46(24)
|
Subordination Agreement, dated January 3, 2011.
|
10.47(24)
|
Notice of Conversion Election, dated January 3, 2011.
|
10.48(25)
|
Unsecured Convertible Promissory Note for $34,750, with Magna Group, LLC, dated May 16, 2011.
|
10.49(25)
|
Promissory Note for $139,728.82 with Magna Group, LLC, dated May 16, 2011.
|
10.50(25)
|
Securities Purchase Agreement with Magna Group, LLC, dated May 16, 2011.
|
10.51(25)
|
Subordination Agreement, dated May 16, 2011.
|
10.52(26)
|
Promissory Note for $139,728.82 with Lotus Funding Group, LLC, dated June 15, 2011.
|
10.53(26)
|
Partial Assignment and Modification Agreement, dated June 15, 2011.
|
10.54(26)
|
Subordination Agreement, dated June 15, 2011.
|
10.55(27)
|
Promissory Note for $140,380.21 with Greystone Capital Partners, dated July 8, 2011.
|
10.56(27)
|
Partial Assignment and Modification Agreement, dated July 8, 2011.
|
10.57 (28)
|
Subordination Agreement, dated July 8, 2011.
|
10.58 (29)
|
Promissory Note for $139,728.82 with Greystone Capital Partners, dated August 1, 2011.
|
10.59 (29)
|
Partial Assignment and Modification Agreement, dated August 1, 2011.
|
10.60 (29)
|
Subordination Agreement, dated August 1, 2011.
|
10.61 (30)
|
Promissory Note for $139,728.82 with Greystone Capital Partners, dated September 1, 2011.
|
10.62 (30)
|
Partial Assignment and Modification Agreement, dated September 1, 2011.
|
10.63 (30)
|
Subordination Agreement, dated September 1, 2011.
|
10.64 (31)
|
Standby Equity Distribution Agreement dated as of November 2, 2011.
|
10.65 (31)
|
Registration Rights Agreement dated as of November 2, 2011.
|
10.66(32)
|
Promissory Note for $139,728.82 with Greystone Capital Partners, dated January 3, 2012
|
10.67(32)
|
Term Note B Promissory Note for $139,728.82 with Greystone Capital Partners, dated January 3, 2012
|
10.68(32)
|
Unsecured Convertible Promissory Note for $63,000, with Asher Enterprises, Inc. dated April 2, 2012
|
10.69(32)
|
Unsecured Convertible Promissory Note for $125,000, with IBC Funds LLC., dated January 9, 2013
|
10.70(32)
|
Unsecured Convertible Promissory Note for $37,500, with Asher Enterprises, Inc. dated February 20, 2013
|
10.71(32)
|
Unsecured Convertible Promissory Note for $42,500, with Asher Enterprises, Inc. dated January 9, 2013
|
10.72**(33)
|
2013 U.S. Stem Cell, Inc. Omnibus Equity Compensation Plan
|
10.73 (34)
|
Securities Purchase Agreement, dated as of October 7, 2014, by and between Magna Holdings I, LLC and U.S. Stem Cell, Inc.
|
10.74(34)
|
Registration Rights Agreement, dated as of October 7, 2014, by and between Magna Holdings I, LLC and U.S. Stem Cell, Inc.
|
10.75(34)
|
Common Stock Purchase Agreement, dated as of October 23, 2014, by and between Magna Equities II, LLC and U.S. Stem Cell, Inc.
|
10.76(34)
|
Registration Rights Agreement, dated as of October 23, 2014, by and between Magna Equities II, LLC and U.S. Stem Cell, Inc.
|
10.77**(35)
|
2013 Omnibus Equity Compensation Plan Amendment One.
|
10.78 (36)
|
Senior Convertible Note, dated October 1, 2015
|
10.79 (36)
|
Securities Purchase Agreement, dated as of October 1, 2015, by and between Magna Equities II, LLC and U.S. Stem Cell, Inc.
|
10.80(36)
|
Registration Rights Agreement, dated as of October 1, 2015, by and between Magna Holdings I, LLC and U.S. Stem Cell, Inc.
|
10.81(38)
|
Senior Convertible Note, dated December 3, 2015
|
10.82 (38)
|
Amended and Restated Senior Convertible Note, dated December 3, 2015.
|
10.83 (38)
|
Securities Purchase Agreement, dated as of December 3, 2015, by and between Magna Equities II, LLC and U.S. Stem Cell, Inc.
|
10.84 (38)
|
Registration Rights Agreement, dated as of December 3, 2015, by and between Magna Holdings I, LLC and U.S. Stem Cell, Inc.
|
14.2(2)
|
Code of Business Conduct and Ethics
|
31.01
|
|
32.01
|
101 INS
|
XBRL Instance Document
|
101 SCH
|
XBRL Taxonomy Extension Schema Document
|
101 CAL
|
XBRL Taxonomy Calculation Linkbase Document
|
101 DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101 LAB
|
XBRL Taxonomy Labels Linkbase Document
|
101 PRE
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
*
|
Filed herewith
|
**
|
Indicates management contract or compensatory plan.
|
(1)
|
Incorporated by reference to the Company’s Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2007.
|
(2)
|
Incorporated by reference to Amendment No. 1 to the Company’s Form S-1 filed with the SEC on June 5, 2007.
|
(3)
|
Incorporated by reference to Amendment No. 2 to the Company’s Form S-1 filed with the SEC on July 12, 2007.
|
(4)
|
Incorporated by reference to Amendment No. 3 to the Company’s Form S-1 filed with the SEC on August 9, 2007.
|
(5)
|
Incorporated by reference to Amendment No. 4 to the Company’s Form S-1 filed with the SEC on September 6, 2007.
|
(6)
|
Incorporated by reference to Amendment No. 5 to the Company’s Form S-1 filed with the SEC on October 1, 2007.
|
(7)
|
Incorporated by reference to Post-effective Amendment No. 1 to the Company’s Form S-1 filed with the SEC on October 11, 2007.
|
(8)
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 3, 2008.
|
(9)
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2008.
|
(10)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2008.
|
(11)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2008.
|
(12)
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2009.
|
(13)
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 8, 2009.
|
(14)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2009.
|
(15)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K/A filed with the SEC on April 30, 2009.
|
(16)
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2009.
|
(17)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 20, 2009.
|
(18)
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 9, 2009.
|
(19)
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 3, 2009.
|
(20)
|
Incorporated by reference to Exhibit 4.6 to the Company’s Post-Effective Amendment to Registration Statement on Form S-8/A, filed with the SEC on June 2, 2010.
|
(21)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2010.
|
(22)
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 29, 2010.
|
(23)
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2010.
|
(24)
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2011.
|
(25)
|
Incorporated by reference to the Company Current Report on Form 8-K filed with the SEC on May 25, 2011.
|
(26)
|
Incorporated by reference to the Company Current Report on Form 8-K filed with the SEC on June 21, 2011.
|
(27)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2011.
|
(28)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2011.
|
(29)
|
Incorporated by reference to the Company Current Report on Form 8-K filed with the SEC on January 13, 2012.
|
(30)
|
Incorporated by reference to the Company Current Report on Form 8-K filed with the SEC on January 30, 2012.
|
(31)
|
Incorporated by reference to the Company Registration Statement on Form S-1/A filed with the SEC on February 8, 2012.
|
(32)
|
Incorporated by reference to the Company Annual Report on Form 10-K filed with the SEC on March 29, 2013.
|
(33)
|
Incorporated by reference to the Company Quarterly Report on Form 10-Q filed with the SEC on May 9, 2013.
|
(34)
|
Incorporated by reference to the Company’s Registration Statement on Form S-1/A filed with the SEC on December 12, 2014.
|
(35)
|
Incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on December 19, 2014.
|
(36)
|
Incorporated by reference to the Company Current Report on Form 8-K filed with the SEC on October 2, 2015.
|
(37)
|
Incorporated by reference to the Company Current Report on Form 8-K filed with the SEC on November 4, 2015.
|
(38)
|
Incorporated by reference to the Company Current Report on Form 8-K filed with the SEC on December 4, 2015.
|
|
|
U.S. Stem Cell, Inc.
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|
||
Date: August 2, 2016
|
By:
|
/s/ Mike Tomas
|
|
|
Mike Tomas
|
|
|
Chief Executive Officer &
|
|
|
President and Principal Financial
|
|
|
and Accounting Officer
|
1 Year US Stem Cell (CE) Chart |
1 Month US Stem Cell (CE) Chart |
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