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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 | |
---|---|---|---|---|---|---|---|---|---|---|
-0.000099 | -99.00% | 0.000001 | 0.000001 | 0.000001 | 0.000001 | 102,475 | 20:42:59 |
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended March 31, 2017
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 ☒ | Emerging growth company ☐ |
(Do not check if a smaller reporting company) |
PART I.
|
FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
ITEM 1.
|
|
|
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
|
7
|
|
|
|
|
|
|
|
8-25
|
|
|
|
|
|
|
ITEM 2.
|
26-34
|
|
|
ITEM 3.
|
35
|
|
|
ITEM 4.
|
35
|
|
|
|
|
|
PART II.
|
OTHER INFORMATION
|
|
|
|
|
|
|
|
ITEM 1.
|
36
|
|
|
ITEM 1A.
|
36
|
|
|
ITEM 2.
|
36
|
|
|
ITEM 3.
|
36
|
|
|
ITEM 4.
|
36
|
|
|
ITEM 5.
|
36
|
|
|
ITEM 6.
|
37
|
|
|
|
|
|
|
42
|
||
|
|
|
|
EX 31.01
|
|
||
|
|
|
|
EX 32.01
|
|
|
March 31,
|
December 31,
|
|||||||
2017
|
2016
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
619,109
|
$
|
270,720
|
||||
Accounts receivable, net
|
59,880
|
16,025
|
||||||
Inventory
|
41,006
|
42,218
|
||||||
Total current assets
|
719,995
|
328,963
|
||||||
Property and equipment, net
|
608,495
|
20,969
|
||||||
Other assets
|
||||||||
Investments
|
46,911
|
67,544
|
||||||
Deposits
|
10,160
|
10,160
|
||||||
Total assets
|
$
|
1,385,561
|
$
|
427,636
|
||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable, including $144,343 and $108,458 to related parties, respectively
|
$
|
1,464,637
|
$
|
1,290,292
|
||||
Accrued expenses
|
987,303
|
904,772
|
||||||
Advances, related party
|
104,901
|
104,901
|
||||||
Deferred revenue
|
175,665
|
126,932
|
||||||
Deferred gain on sale of equipment
|
128,845
|
-
|
||||||
Deposits
|
465,286
|
465,286
|
||||||
Promissory note, short term portion, net of debt discount of $70,525 and $71,449 respectively
|
4,475
|
3,551
|
||||||
Notes payable, related party
|
1,782,292
|
2,290,285
|
||||||
Notes and capital leases payable, net of debt discount of $52,548 and $103,479, respectively
|
1,501,793
|
680,336
|
||||||
Derivative liabilities
|
-
|
297,156
|
||||||
Total current liabilities
|
6,615,197
|
6,163,511
|
||||||
Long term debt:
|
||||||||
Deferred revenue
|
70,750
|
71,500
|
||||||
Deferred gain on sale of equipment
|
246,954
|
-
|
||||||
Long term deposits
|
100,000
|
-
|
||||||
Promissory note, long term portion, net of debt discount of $151,839 and $169,072, respectively
|
1,245,923
|
1,228,690
|
||||||
Notes and capital lease payable, long term portion
|
622,103
|
982,579
|
||||||
Total long term debt
|
2,285,730
|
2,282,769
|
||||||
Total liabilities
|
8,900,927
|
8,446,280
|
||||||
Commitments and contingencies
|
-
|
-
|
||||||
Stockholders’ deficit:
|
||||||||
Preferred stock, par value $0.001; 20,000,000 shares authorized, -0- and 20,000,000 issued and
outstanding as of March 31, 2017 and December 31, 2016, respectively
|
-
|
20,000
|
||||||
Common stock, par value $0.001; 2,000,000,000 shares authorized, 327,613,995 and 127,012,740 shares issued and
outstanding as of March 31, 2017 and December 31, 2016, respectively
|
327,614
|
127,013
|
||||||
Additional paid in capital
|
118,775,887
|
115,981,103
|
||||||
Accumulated deficit
|
(126,618,867
|
)
|
(124,146,760
|
)
|
||||
Total stockholders’ deficit
|
(7,515,366
|
)
|
(8,018,644
|
)
|
||||
Total liabilities and stockholders’ deficit
|
$
|
1,385,561
|
$
|
427,636
|
Three months ended March 31,
|
||||||||
2017
|
2016
|
|||||||
Revenue:
|
||||||||
Products
|
$
|
553,259
|
$
|
501,425
|
||||
Services
|
601,727
|
209,521
|
||||||
Total revenue
|
1,154,986
|
710,946
|
||||||
Cost of sales
|
344,556
|
154,382
|
||||||
Gross profit
|
810,430
|
556,564
|
||||||
Cost and operating expenses:
|
||||||||
Research and development
|
1,081
|
3,495
|
||||||
Marketing, general and administrative
|
832,463
|
565,806
|
||||||
Depreciation and amortization
|
18,834
|
1,213
|
||||||
Total operating expenses
|
852,378
|
570,514
|
||||||
Net loss from operations
|
(41,948
|
)
|
(13,950
|
)
|
||||
Other income (expenses):
|
||||||||
Loss on settlement of debt
|
(125,525
|
)
|
(21,293
|
)
|
||||
Gain on sale of equipment
|
10,737
|
500
|
||||||
(Loss) gain on change of fair value of derivative liability
|
(1,891,205
|
)
|
14,506
|
|||||
Income from equity investment
|
59,367
|
15,859
|
||||||
Loss on litigation settlement
|
(316,800
|
)
|
-
|
|||||
Other income
|
-
|
2,456
|
||||||
Interest expense
|
(166,733
|
)
|
(361,402
|
)
|
||||
Total other income (expenses)
|
(2,430,159
|
)
|
(349,374
|
)
|
||||
Net loss before income taxes
|
(2,472,107
|
)
|
(363,324
|
)
|
||||
Income taxes (benefit)
|
-
|
-
|
||||||
NET LOSS
|
$
|
(2,472,107
|
)
|
$
|
(363,324
|
)
|
||
Net loss per common share, basic and diluted
|
$
|
(0.01
|
)
|
$
|
(0.18
|
)
|
||
Weighted average number of common shares outstanding, basic and diluted
|
220,439,367
|
2,054,269
|
Additional
|
||||||||||||||||||||||||||||
Preferred stock
|
Common stock
|
Paid in
|
Accumulated
|
|||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||||||||||
Balance, December 31, 2016
|
20,000,000
|
$
|
20,000
|
127,012,740
|
$
|
127,013
|
$
|
115,981,103
|
$
|
(124,146,760
|
)
|
$
|
(8,018,644
|
)
|
||||||||||||||
Common stock issued in settlement of accounts payable and accrued expenses
|
-
|
-
|
4,581,430
|
4,581
|
110,623
|
-
|
115,204
|
|||||||||||||||||||||
Common stock issued in connection with settlement of other debt
|
-
|
-
|
164,270,878
|
164,271
|
2,081,013
|
-
|
2,245,284
|
|||||||||||||||||||||
Common stock issued in settlement of note payable and accrued interest, related party
|
-
|
-
|
1,748,947
|
1,749
|
56,852
|
-
|
58,601
|
|||||||||||||||||||||
Common stock issued upon conversion of preferred stock
|
(20,000,000
|
)
|
(20,000
|
)
|
20,000,000
|
20,000
|
-
|
-
|
-
|
|||||||||||||||||||
Common stock issued in settlement of litigation
|
-
|
-
|
10,000,000
|
10,000
|
278,000
|
-
|
288,000
|
|||||||||||||||||||||
Reclassify derivative liability to equity upon payoff of notes payable
|
-
|
-
|
-
|
-
|
185,505
|
-
|
185,505
|
|||||||||||||||||||||
Stock based compensation
|
-
|
-
|
-
|
-
|
82,791
|
-
|
82,791
|
|||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(2,472,107
|
)
|
(2,472,107
|
)
|
|||||||||||||||||||
Balance, March 31, 2017 (unaudited)
|
-
|
$
|
-
|
327,613,995
|
$
|
327,614
|
$
|
118,775,887
|
$
|
(126,618,867
|
)
|
$
|
(7,515,366
|
)
|
Three months ended March 31,
|
||||||||
2017
|
2016
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(2,472,107
|
)
|
$
|
(363,324
|
)
|
||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
||||||||
Depreciation and amortization
|
18,834
|
1,213
|
||||||
Bad debt (recoveries) expense
|
(8,486
|
)
|
21,816
|
|||||
Discount on convertible debt
|
73,143
|
207,177
|
||||||
Change in fair value of derivative liability
|
1,891,205
|
(14,506
|
)
|
|||||
Loss on settlement of debt
|
125,525
|
21,293
|
||||||
Gain on sale of equipment
|
(10,737
|
)
|
(500
|
)
|
||||
Common stock issued in settlement of litigation
|
316,800
|
-
|
||||||
Non-cash payment of interest
|
-
|
77,895
|
||||||
Income on equity investments
|
(59,367
|
)
|
(15,859
|
)
|
||||
Stock based compensation
|
82,791
|
70,708
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Receivables
|
(35,369
|
)
|
(35,540
|
)
|
||||
Inventory
|
1,212
|
(13,132
|
)
|
|||||
Prepaid and other current assets
|
-
|
4,832
|
||||||
Accounts payable
|
205,542
|
(62,869
|
)
|
|||||
Accrued expenses
|
91,364
|
32,621
|
||||||
Deferred revenue
|
47,983
|
6,102
|
||||||
Net cash provided by (used in) operating activities
|
268,333
|
(62,073
|
)
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Proceeds from (payments to) equity investments
|
80,000
|
50,000
|
||||||
Proceeds from sale of property and equipment
|
400,000
|
500
|
||||||
Proceeds from long term deposits
|
100,000
|
-
|
||||||
Purchase of treasury stock
|
-
|
(7,817
|
)
|
|||||
Net cash provided by investing activities
|
580,000
|
42,683
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from notes payable
|
51,700
|
407,896
|
||||||
Net proceeds from related party advances
|
-
|
(35,000
|
)
|
|||||
Repayments of related party notes
|
(457,993
|
)
|
(65,568
|
)
|
||||
Repayments of notes payable
|
(93,651
|
)
|
(70,906
|
)
|
||||
Net cash (used in) provided in financing activities
|
(499,944
|
)
|
236,422
|
|||||
Net increase in cash and cash equivalents
|
348,389
|
217,032
|
||||||
Cash and cash equivalents, beginning of period
|
270,720
|
58,372
|
||||||
Cash and cash equivalents, end of period
|
$
|
619,109
|
$
|
275,404
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
Interest paid
|
$
|
70,057
|
$
|
13,364
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
||||
Non-cash financing activities:
|
||||||||
Common stock issued in settlement of notes payable
|
$
|
111,972
|
$
|
120,445
|
||||
Common stock issued in settlement of accounts payable
|
$
|
115,204
|
$
|
5,953
|
||||
Common stock issued in settlement of note, related party
|
$
|
58,601
|
$
|
10,000
|
||||
Common stock issued or issuable in settlement of litigation
|
$
|
316,800
|
$
|
-
|
||||
Sale and leaseback of equipment
|
$
|
619,825
|
$
|
-
|
||||
Reclassify derivative liability to equity
|
$
|
185,505
|
$
|
-
|
|
March 31,
2017
|
March 31,
2016
|
||||||
Convertible notes payable
|
-
|
7,822,689
|
||||||
Series A convertible preferred stock
|
-
|
20,000,000
|
||||||
Options to purchase common stock
|
39,755,770
|
555,815
|
||||||
Warrants to purchase common stock
|
139,140
|
139,334
|
||||||
Totals
|
39,894,910
|
28,517,838
|
|
March 31,
2017
|
December 31,
2016
|
||||||
Laboratory and medical equipment
|
$
|
5,590
|
$
|
342,218
|
||||
Furniture, fixtures and equipment
|
130,410
|
130,410
|
||||||
Computer equipment
|
48,788
|
48,788
|
||||||
Leased equipment
|
619,825
|
-
|
||||||
Leasehold improvements
|
362,046
|
362,046
|
||||||
|
1,166,659
|
883,462
|
||||||
Less accumulated depreciation and amortization
|
(558,164
|
)
|
(862,493
|
)
|
||||
|
$
|
608,495
|
$
|
20,969
|
|
March 31,
2017
|
December 31,
2016
|
||||||
Amounts payable to the Guarantors of the Company’s loan agreement with Bank of America and Seaside Bank, including fees and interest
|
$
|
176,841
|
$
|
154,296
|
||||
Interest payable on notes payable
|
605,493
|
599,510
|
||||||
Vendor accruals and other
|
147,363
|
146,429
|
||||||
Litigation settlement
|
28,800
|
-
|
||||||
Employee commissions, compensation, etc.
|
28,806
|
4,537
|
||||||
|
$
|
987,303
|
$
|
904,772
|
|
March 31,
2017
|
December 31,
2016
|
||||||
Seaside Bank note payable.
|
$
|
980,000
|
$
|
980,000
|
||||
Hunton & Williams notes payable
|
384,972
|
384,972
|
||||||
Daniel James Management notes payable
|
-
|
7,940
|
||||||
Fourth Man, LLC notes payable
|
-
|
100,000
|
||||||
Magna Group notes payable
|
-
|
130,455
|
||||||
Power Up Lending Group notes payable
|
188,198
|
159,300
|
||||||
Lab and medical equipment capitalized lease
|
619,825
|
-
|
||||||
Office equipment finance lease
|
3,449
|
3,727
|
||||||
Total notes payable
|
2,176,444
|
1,766,394
|
||||||
Less unamortized debt discount
|
(52,548
|
)
|
(103,479
|
)
|
||||
Total notes payable net of unamortized debt discount
|
2,123,896
|
1,662,915
|
||||||
Less current portion
|
(1,501,793
|
)
|
(680,336
|
)
|
||||
Long term portion
|
$
|
622,103
|
$
|
982,579
|
|
March 31,
2017
|
December 31,
2016
|
||||||
Note payable, Beverly Murphy
|
$
|
-
|
$
|
50,000
|
||||
Note payable, Mr. Tomas
|
-
|
81,420
|
||||||
Note payable, Mr. Tomas
|
143,416
|
375,000
|
||||||
Note payable, Mr. Tomas
|
500,000
|
500,000
|
||||||
Note payable, Mr. Tomas
|
500,000
|
500,000
|
||||||
Note payable, Ms. Comella
|
76,876
|
221,865
|
||||||
Note payable, Ms. Comella
|
300,000
|
300,000
|
||||||
Total
|
$
|
1,520,292
|
$
|
2,028,285
|
|
Shares
|
Weighted-
Average
Exercise Price
|
Weighted-
Average
Remaining
Contractual
Term (in years)
|
|||||||||
|
||||||||||||
Options outstanding at December 31, 2016
|
23,555,777
|
$
|
0.03
|
9.7
|
||||||||
Granted
|
16,200,000
|
$
|
0.0043
|
10.0
|
||||||||
Exercised
|
—
|
|||||||||||
Forfeited/Expired
|
(7
|
)
|
$
|
0.15
|
||||||||
Options outstanding at March 31, 2017
|
39,755,770
|
$
|
0.02
|
9.6
|
||||||||
Options exercisable at March 31, 2017
|
8,380,496
|
$
|
0.06
|
9.4
|
||||||||
Available for grant at March 31, 2017
|
-
|
Exercise
Price |
Number
Outstanding |
Option Outstanding Options Average Remaining Contractual Life (years)
|
Weighted Average
Exercise price |
Number
Exercisable |
Options Exercisable Weighted Average
Exercise price
|
|||||||||||||||||
$
|
0.0043
|
16,200,000
|
9.86
|
$
|
0.0043
|
-
|
$
|
-
|
||||||||||||||
0.0196
|
22,850,000
|
9.48
|
0.0196
|
7,850,000
|
0.0196
|
|||||||||||||||||
0.15402
|
705,405
|
8.50
|
0.15402
|
530,206
|
0.15402
|
|||||||||||||||||
19.32
|
150
|
7.60
|
19.32
|
75
|
19.32
|
|||||||||||||||||
70.00
|
100
|
4.42
|
70.00
|
100
|
70.00
|
|||||||||||||||||
210.00
|
40
|
4.37
|
210.00
|
40
|
210.00
|
|||||||||||||||||
680.00
|
40
|
2.87
|
680.00
|
40
|
680.00
|
|||||||||||||||||
5,250.00
|
35
|
1.05
|
5,250.00
|
35
|
5,250.00
|
|||||||||||||||||
Total
|
39,775,770
|
9.45
|
$
|
0.022
|
8,380,496
|
$
|
0.05529
|
|
Shares
|
Weighted-
Average
Exercise
Price
|
Weighted-
Average
Remaining
Contractual
Term (in years)
|
|||||||||
Outstanding at December 31, 2016
|
139,145
|
$
|
173.03
|
5.5
|
||||||||
Issued
|
-
|
|||||||||||
Exercised
|
-
|
|||||||||||
Expired
|
(5
|
)
|
$
|
5,665.45
|
||||||||
Outstanding at March 31, 2017
|
139,140
|
$
|
173.03
|
5.2
|
||||||||
Exercisable at March 31, 2017
|
136,595
|
$
|
88.72
|
5.2
|
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
|
5.7
|
$
|
15.54
|
94,108
|
$
|
15.54
|
||||||||||||||
$
|
20.01 – $30.00
|
29,743
|
4.8
|
$
|
24.52
|
29,743
|
$
|
24.62
|
||||||||||||||
$
|
30.01 – $40.00
|
628
|
0.4
|
$
|
40.00
|
628
|
$
|
40.00
|
||||||||||||||
$
|
40.01 - $50.00
|
6,253
|
2.6
|
$
|
48.36
|
5,253
|
$
|
48.41
|
||||||||||||||
$
|
50.01 – $60.00
|
543
|
4.3
|
$
|
60.00
|
543
|
$
|
60.00
|
||||||||||||||
$
|
>$60.00
|
7,865
|
3.0
|
$
|
2,733.16
|
6,320
|
$
|
1,521.39
|
||||||||||||||
139,140
|
5.2
|
$
|
172.83
|
136,595
|
$
|
88.72
|
|
Derivative
Liability
|
|||
Balance, December 31, 2016
|
297,156
|
|||
Total (gains) losses
|
||||
Transfers out of Level 3 upon conversion or payoff of notes payable
|
(2,188,361
|
)
|
||
Mark-to-market at March 31, 2017:
|
1,891,205
|
|||
Balance, March 31, 2017
|
$
|
-
|
||
Net loss for the period included in earnings relating to the liabilities held at March 31, 2017
|
$
|
(1,891,205
|
)
|
·
|
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.
|
|
(39)
|
|
Incorporated by reference to the Company’s Registration Statement on Form S-1/A filed with the SEC on February 2, 2016.
|
(40)
|
|
Incorporated by reference to the Company Current Report on Form 8-K filed with the SEC on July 28, 2016.
|
(41)
|
|
Incorporated by reference to the Company Current Report on Form 8-K filed with the SEC on August 3, 2016.
|
(42)
|
|
Incorporated by reference to the Company Current Report on Form 8-K filed with the SEC on December 16, 2016.
|
(43)
|
|
Incorporated by reference to the Company Current Report on Form 8-K filed with the SEC on March 7, 2017.
|
|
|
U.S. Stem Cell, Inc.
|
|
||
Date:
May 2, 2017
|
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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