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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 June 30, 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
|
|
|
|
|
|
|
|
8-22
|
|
|
|
|
|
|
ITEM 2.
|
23-32
|
|
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ITEM 3.
|
32
|
|
|
ITEM 4.
|
32
|
|
|
|
|
|
PART II.
|
OTHER INFORMATION
|
|
|
|
|
|
|
|
ITEM 1.
|
33
|
|
|
ITEM 1A.
|
33
|
|
|
ITEM 2.
|
33
|
|
|
ITEM 3.
|
33
|
|
|
ITEM 4.
|
33
|
|
|
ITEM 5.
|
33
|
|
|
ITEM 6.
|
34
|
|
|
|
|
|
|
37
|
||
|
|
|
|
EX 31.01
|
|
||
|
|
|
|
EX 32.01
|
|
U.S. STEM CELL, INC.
|
||||||||
June 30,
|
December 31,
|
|||||||
2017
|
2016
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
929,690
|
$
|
270,720
|
||||
Accounts receivable, net
|
33,178
|
16,025
|
||||||
Inventory
|
38,035
|
42,218
|
||||||
Total current assets
|
1,000,903
|
328,963
|
||||||
Property and equipment, net
|
555,227
|
20,969
|
||||||
Other assets
|
||||||||
Investments
|
66,552
|
67,544
|
||||||
Deposits
|
10,160
|
10,160
|
||||||
Total assets
|
$
|
1,632,842
|
$
|
427,636
|
||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable, including $137,386 and $108,504 to related parties, respectively
|
$
|
1,392,248
|
$
|
1,290,292
|
||||
Accrued expenses
|
1,165,064
|
904,772
|
||||||
Advances, related party
|
104,901
|
104,901
|
||||||
Deferred revenue
|
301,526
|
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 $0 and $71,449 respectively
|
-
|
3,551
|
||||||
Notes payable, related party
|
1,423,615
|
2,290,285
|
||||||
Notes and capital leases payable, net of debt discount of $41,130 and $103,479, respectively
|
1,429,004
|
680,336
|
||||||
Derivative liabilities
|
-
|
297,156
|
||||||
Total current liabilities
|
6,410,489
|
6,163,511
|
||||||
Long term debt:
|
||||||||
Deferred revenue
|
70,750
|
71,500
|
||||||
Deferred gain on sale of equipment
|
214,742
|
-
|
||||||
Long term deposits
|
100,000
|
-
|
||||||
Promissory note, long term portion, net of debt discount of $204,303 and $169,072, respectively
|
1,193,459
|
1,228,690
|
||||||
Notes and capital lease payable, long term portion
|
780,677
|
982,579
|
||||||
Total long term debt
|
2,359,628
|
2,282,769
|
||||||
Total liabilities
|
8,770,117
|
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 June 30, 2017 and December 31, 2016, respectively
|
-
|
20,000
|
||||||
Common stock, par value $0.001; 2,000,000,000 shares authorized, 336,461,515 and 127,012,740 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively
|
336,462
|
127,013
|
||||||
Additional paid in capital
|
119,569,697
|
115,981,103
|
||||||
Accumulated deficit
|
(127,043,434
|
)
|
(124,146,760
|
)
|
||||
Total stockholders’ deficit
|
(7,137,275
|
)
|
(8,018,644
|
)
|
||||
Total liabilities and stockholders’ deficit
|
$
|
1,632,842
|
$
|
427,636
|
U.S. STEM CELL, INC.
|
||||||||||||||||
(unaudited)
|
||||||||||||||||
Three months ended June 30,
|
Six months ended June 30,
|
|||||||||||||||
2017
|
2016
|
2017
|
2016
|
|||||||||||||
Revenue:
|
||||||||||||||||
Products
|
$
|
442,730
|
$
|
364,910
|
$
|
995,989
|
$
|
866,335
|
||||||||
Services
|
943,181
|
313,312
|
1,544,908
|
522,833
|
||||||||||||
Total revenue
|
1,385,911
|
678,222
|
2,540,897
|
1,389,168
|
||||||||||||
Cost of sales
|
400,638
|
235,372
|
745,194
|
389,754
|
||||||||||||
Gross profit
|
985,273
|
442,850
|
1,795,703
|
999,414
|
||||||||||||
Cost and operating expenses:
|
||||||||||||||||
Research and development
|
7,408
|
3,971
|
8,489
|
7,466
|
||||||||||||
Marketing, general and administrative
|
782,256
|
696,680
|
1,614,719
|
1,262,486
|
||||||||||||
Depreciation and amortization
|
53,268
|
1,212
|
72,102
|
2,425
|
||||||||||||
Total operating expenses
|
842,932
|
701,863
|
1,695,310
|
1,272,377
|
||||||||||||
Income (loss) from operations
|
142,341
|
(259,013
|
)
|
100,393
|
(272,963
|
)
|
||||||||||
Other income (expenses):
|
||||||||||||||||
(Loss) gain on settlement of debt
|
(257,335
|
)
|
94,107
|
(382,860
|
)
|
72,814
|
||||||||||
Gain on sale of equipment
|
32,211
|
-
|
42,948
|
500
|
||||||||||||
Gain (loss) on change of fair value of derivative liability
|
-
|
128,889
|
(1,891,205
|
)
|
143,395
|
|||||||||||
Income from equity investment
|
79,642
|
15,339
|
139,009
|
31,198
|
||||||||||||
Loss on litigation settlement
|
-
|
-
|
(316,800
|
)
|
-
|
|||||||||||
Other income
|
-
|
22,285
|
-
|
24,741
|
||||||||||||
Interest expense
|
(421,426
|
)
|
(354,513
|
)
|
(588,159
|
)
|
(715,915
|
)
|
||||||||
Total other income (expenses)
|
(566,908
|
)
|
(93,893
|
)
|
(2,997,067
|
)
|
(443,267
|
)
|
||||||||
Net loss before income taxes
|
(424,567
|
)
|
(352,906
|
)
|
(2,896,674
|
)
|
(716,230
|
)
|
||||||||
Income taxes (benefit)
|
-
|
-
|
-
|
-
|
||||||||||||
NET LOSS
|
$
|
(424,567
|
)
|
$
|
(352,906
|
)
|
$
|
(2,896,674
|
)
|
$
|
(716,230
|
)
|
||||
Net loss per common share, basic and diluted
|
$
|
(0.00
|
)
|
$
|
(0.06
|
)
|
$
|
(0.01
|
)
|
$
|
(0.19
|
)
|
||||
Weighted average number of common shares outstanding, basic and diluted
|
334,982,935
|
5,436,897
|
278,027,570
|
3,745,583
|
U.S. STEM CELL, INC.
|
||||||||||||||||||||||||||||
SIX MONTHS ENDED JUNE 30, 2017
|
||||||||||||||||||||||||||||
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 interest
|
-
|
-
|
9,235,286
|
9,235
|
545,927
|
-
|
555,162
|
|||||||||||||||||||||
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, 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
|
-
|
-
|
11,000,000
|
11,000
|
305,800
|
-
|
316,800
|
|||||||||||||||||||||
Proceeds from issuance of common stock
|
-
|
-
|
3,193,664
|
3,194
|
246,806
|
-
|
250,000
|
|||||||||||||||||||||
Reclassify derivative liability to equity upon payoff of notes payable
|
-
|
-
|
-
|
-
|
185,505
|
-
|
185,505
|
|||||||||||||||||||||
Stock based compensation
|
-
|
-
|
-
|
-
|
166,691
|
-
|
166,691
|
|||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(2,896,674
|
)
|
(2,896,674
|
)
|
|||||||||||||||||||
Balance, June 30, 2017 (unaudited)
|
-
|
$
|
-
|
336,461,515
|
$
|
336,462
|
$
|
119,569,697
|
$
|
(127,043,434
|
)
|
$
|
(7,137,275
|
)
|
U.S. STEM CELL, INC.
|
||||||||
(unaudited)
|
||||||||
Six months ended June 30,
|
||||||||
2017
|
2016
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(2,896,674
|
)
|
$
|
(716,230
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
72,102
|
2,425
|
||||||
Bad debt (recoveries) expense
|
(2,106
|
)
|
16,358
|
|||||
Discount on convertible debt
|
101,204
|
398,683
|
||||||
Change in fair value of derivative liability
|
1,891,205
|
(143,395
|
)
|
|||||
Loss (gain) on settlement of debt
|
382,860
|
(72,814
|
)
|
|||||
Gain on sale of equipment
|
(42,948
|
)
|
(500
|
)
|
||||
Common stock issued in settlement of litigation
|
316,800
|
-
|
||||||
Non cash payment of interest
|
-
|
150,330
|
||||||
Net non cash interest added to capital lease
|
158,881
|
-
|
||||||
Income on equity investments
|
(139,009
|
)
|
(31,198
|
)
|
||||
Stock based compensation
|
166,691
|
141,423
|
||||||
Change in fair value of re-priced employee options
|
-
|
934
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Receivables
|
(15,047
|
)
|
(22,950
|
)
|
||||
Inventory
|
4,183
|
(16,309
|
)
|
|||||
Prepaid and other current assets
|
-
|
4,832
|
||||||
Accounts payable
|
305,074
|
13,836
|
||||||
Accrued expenses
|
308,626
|
91,622
|
||||||
Deferred revenue
|
173,844
|
17,357
|
||||||
Net cash provided by (used in) operating activities
|
785,686
|
(165,596
|
)
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Proceeds from (payments to) equity investments
|
140,000
|
65,000
|
||||||
Proceeds from sale of property and equipment
|
400,000
|
500
|
||||||
Proceeds from long term deposits
|
100,000
|
-
|
||||||
Net cash provided by investing activities
|
640,000
|
65,500
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from notes payable
|
51,700
|
457,896
|
||||||
Proceeds from sale of common stock
|
250,000
|
-
|
||||||
Net proceeds from related party advances
|
-
|
15,000
|
||||||
Purchase of treasury stock
|
-
|
(7,817
|
)
|
|||||
Repayments of related party notes
|
(816,670
|
)
|
(81,764
|
)
|
||||
Repayments of notes payable
|
(251,746
|
)
|
(210,755
|
)
|
||||
Net cash (used in) provided in financing activities
|
(766,716
|
)
|
172,560
|
|||||
Net increase in cash and cash equivalents
|
658,970
|
72,464
|
||||||
Cash and cash equivalents, beginning of period
|
270,720
|
58,372
|
||||||
Cash and cash equivalents, end of period
|
$
|
929,690
|
$
|
130,836
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
Interest paid
|
$
|
70,142
|
$
|
31,683
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
||||
Non cash financing activities:
|
||||||||
Common stock issued in settlement of notes payable
|
$
|
111,972
|
$
|
245,310
|
||||
Common stock issued in settlement of accounts payable
|
$
|
555,162
|
$
|
93,219
|
||||
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
|
$
|
-
|
|
June 30,
2017
|
June 30,
2016
|
||||||
Convertible notes payable
|
-
|
47,867,390
|
||||||
Series A convertible preferred stock
|
-
|
20,000,000
|
||||||
Options to purchase common stock
|
39,755,770
|
705,805
|
||||||
Warrants to purchase common stock
|
136,731
|
139,334
|
||||||
Totals
|
39, 892,501
|
68,712,529
|
|
June 30,
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
|
(611,432
|
)
|
(862,493
|
)
|
||||
|
$
|
555,227
|
$
|
20,969
|
|
June 30,
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
|
$
|
200,088
|
$
|
154,296
|
||||
Interest payable on notes payable
|
730,097
|
599,510
|
||||||
Vendor accruals and other
|
146,429
|
146,429
|
||||||
Marketing obligation
|
88,450
|
-
|
||||||
Employee commissions, compensation, etc.
|
-
|
4,537
|
||||||
|
$
|
1,165,064
|
$
|
904,772
|
|
June 30,
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
|
103,969
|
159,300
|
||||||
Lab and medical equipment capitalized lease
|
778,706
|
-
|
||||||
Office equipment finance lease
|
3,164
|
3,727
|
||||||
Total notes payable
|
2,250,811
|
1,766,394
|
||||||
Less unamortized debt discount
|
(41,130
|
)
|
(103,479
|
)
|
||||
Total notes payable net of unamortized debt discount
|
2,209,681
|
1,662,915
|
||||||
Less current portion
|
(1,429,004
|
)
|
(680,336
|
)
|
||||
Long term portion
|
$
|
780,677
|
$
|
982,579
|
Period ending December 31,
|
||||
2017
|
120,000
|
|||
2018
|
240,000
|
|||
2019
|
240,000
|
|||
2020
|
60,000
|
|||
Total
|
$
|
660,000
|
June 30,
2017
|
December 31,
2016
|
|||||||
Note payable, Beverly Murphy
|
$
|
-
|
$
|
50,000
|
||||
Note payable, Mr. Tomas
|
-
|
81,420
|
||||||
Note payable, Mr. Tomas
|
-
|
375,000
|
||||||
Note payable, Mr. Tomas
|
368,366
|
500,000
|
||||||
Note payable, Mr. Tomas
|
500,000
|
500,000
|
||||||
Note payable, Ms. Comella
|
-
|
221,865
|
||||||
Note payable, Ms. Comella
|
293,249
|
300,000
|
||||||
Total
|
$
|
1,161,615
|
$
|
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 June 30, 2017
|
39,755,770
|
$
|
0.02
|
9.4
|
||||||||
Options exercisable at June 30, 2017
|
8,419,209
|
$
|
0.06
|
9.2
|
||||||||
Available for grant at June 30, 2017
|
18,283,070
|
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
|
9.61
|
$
|
0.0043
|
-
|
$
|
-
|
||||||||||||||
0.0196
|
22,850,000
|
9.23
|
0.0196
|
7,850,000
|
0.0196
|
|||||||||||||||||
0.15402
|
705,405
|
8.25
|
0.15402
|
568,919
|
0.15402
|
|||||||||||||||||
19.32
|
150
|
7.35
|
19.32
|
75
|
19.32
|
|||||||||||||||||
70.00
|
100
|
4.17
|
70.00
|
100
|
70.00
|
|||||||||||||||||
210.00
|
40
|
4.12
|
210.00
|
40
|
210.00
|
|||||||||||||||||
680.00
|
40
|
2.62
|
680.00
|
40
|
680.00
|
|||||||||||||||||
5,250.00
|
35
|
0.80
|
5,250.00
|
35
|
5,250.00
|
|||||||||||||||||
Total
|
39,775,770
|
9.37
|
$
|
0.022
|
8,419,209
|
$
|
0.05574
|
|
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
|
(2,414
|
)
|
$
|
1,954.66
|
||||||||
Outstanding at June 30, 2017
|
136,731
|
$
|
141.57
|
5.0
|
||||||||
Exercisable at June 30, 2017
|
135,186
|
$
|
55.30
|
5.0
|
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
|
5.5
|
$
|
15.54
|
94,108
|
$
|
15.54
|
||||||||||||||
$
|
20.01 – $30.00
|
29,743
|
4.6
|
$
|
24.52
|
29,743
|
$
|
24.52
|
||||||||||||||
$
|
30.01 – $40.00
|
628
|
0.1
|
$
|
40.00
|
628
|
$
|
40.00
|
||||||||||||||
$
|
40.01 - $50.00
|
6,253
|
2.4
|
$
|
48.36
|
6,253
|
$
|
48.36
|
||||||||||||||
$
|
50.01 – $60.00
|
543
|
4.1
|
$
|
60.00
|
543
|
$
|
60.00
|
||||||||||||||
$ |
>$60.00
|
5,456
|
4.0
|
$
|
3,080.28
|
3,911
|
$
|
1,259.26
|
||||||||||||||
136,731
|
5.0
|
$
|
172.83
|
135,186
|
$
|
55.30
|
|
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 June 30, 2017:
|
1,891,205
|
|||
Balance, June 30, 2017
|
$
|
-
|
||
Net loss for the period included in earnings relating to the liabilities held at June 30, 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
|
|
|
2.1(31)
|
Asset Sale and Lease Agreement between U.S. Stem Cell, Inc. and GACP Stem Cell Bank LLC., dated March 3, 2017.
|
2.2(31)
|
Asset Purchase Agreement between U.S. Stem Cell, Inc. and GACP Stem Cell Bank LLC., dated March 3, 2017.
|
2.3(31)
|
Customer Purchase Agreement between U.S. Stem Cell, Inc. and GACP Stem Cell Bank LLC., dated March 3, 2017.
|
3.1 (1)
|
Articles of Incorporation
|
3.2(6)
|
Amended and Restated Articles of Incorporation
|
3.3(9)
|
Articles of Amendment to the Articles of Incorporation
|
3.43(28)
|
Articles of Amendment to the Articles of Incorporation
|
3.5(1)
|
Bylaws
|
3.4 (8)
|
Amended and Restated Bylaws
|
3.5(30)
|
Amendment to 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
|
4.4(10)
|
Amendment to Loan and Security Agreement, between the Company and BlueCrest Venture Finance Master Fund Limited, dated as of April 2, 2009
|
4.5(10)
|
Grant of Security Interest (Patents), between the Company and BlueCrest Venture Finance Master Fund Limited, dated as of April 2, 2009
|
4.6(10)
|
Security Agreement (Intellectual Property), between the Company and BlueCrest Venture Finance Master Fund Limited, dated as of April 2, 2009
|
4.7(10)
|
Subordination Agreement, by Hunton & Williams, LLP in favor of BlueCrest Venture Finance Master Fund Limited, entered into and effective April 2, 2009
|
4.8(10)
|
Amended and Restated Promissory Note, dated April 2, 2009, by the Company to BlueCrest Venture Finance Master Fund Limited
|
4.9(10)
|
Warrant to purchase shares of the Registrant’s common stock, dated April 2, 2009, issued to BlueCrest Venture Finance Master Fund Limited
|
4.10(11)
|
Warrant to purchase shares of the Registrant’s common stock, dated April 2, 2009, issued to Rogers Telecommunications Limited
|
4.11(11)
|
Warrant to purchase shares of the Registrant’s common stock, dated April 2, 2009, issued to Hunton & Williams, LLP
|
4.12(6)
|
Warrant to purchase shares of the Registrant’s common stock issued to Samuel S. Ahn, M.D.
|
4.13(7)
|
Warrant to purchase shares of the registrant’s common stock issued to Howard and Brenda Leonhardt
|
4.14 (25)
|
Series A Convertible Preferred Stock
|
4.15 (26)
|
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
|
10.6(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.
|
10.18(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.
|
10.35**(16)
|
Amended and Restated 1999 Directors and Consultants Stock Option Plan
|
10.37(18)
|
Loan Agreement with Seaside National Bank and Trust, dated October 25, 2010.
|
10.38(18)
|
Promissory Note with Seaside National Bank and Trust, dated October 25, 2010.
|
10.39(18)
|
Amended and Restated Loan and Security Agreement with BlueCrest Venture Finance Master Fund Limited, dated October 25, 2010.
|
10.43(20)
|
Unsecured Convertible Promissory Note for $25,000, with Magna Group, LLC, dated January 3, 2011.
|
10.44(20)
|
Promissory Note for $139,728.82 with Magna Group, LLC, dated January 3, 2011.
|
10.45(20)
|
Securities Purchase Agreement with Magna Group, LLC, dated January 3, 2011.
|
10.46(20)
|
Subordination Agreement, dated January 3, 2011.
|
10.47(20)
|
Notice of Conversion Election, dated January 3, 2011.
|
10.48(21)
|
Unsecured Convertible Promissory Note for $34,750, with Magna Group, LLC, dated May 16, 2011.
|
10.49(21)
|
Promissory Note for $139,728.82 with Magna Group, LLC, dated May 16, 2011.
|
10.50(21)
|
Securities Purchase Agreement with Magna Group, LLC, dated May 16, 2011.
|
10.51(21)
|
Subordination Agreement, dated May 16, 2011.
|
10.64 (31)
|
Standby Equity Distribution Agreement dated as of November 2, 2011.
|
10.65 (22)
|
Registration Rights Agreement dated as of November 2, 2011.
|
10.72**(24)
|
2013 U.S. Stem Cell, Inc. Omnibus Equity Compensation Plan
|
10.73 (25)
|
Securities Purchase Agreement, dated as of October 7, 2014, by and between Magna Holdings I, LLC and U.S. Stem Cell, Inc.
|
10.74(25)
|
Registration Rights Agreement, dated as of October 7, 2014, by and between Magna Holdings I, LLC and U.S. Stem Cell, Inc.
|
10.75(25)
|
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(25)
|
Registration Rights Agreement, dated as of October 23, 2014, by and between Magna Equities II, LLC and U.S. Stem Cell, Inc.
|
10.77**(26)
|
2013 Omnibus Equity Compensation Plan Amendment One.
|
10.78 (27)
|
Senior Convertible Note with Magna Equities II, LLC, dated October 1, 2015
|
10.79 (27)
|
Securities Purchase Agreement, dated as of October 1, 2015, by and between Magna Equities II, LLC and U.S. Stem Cell, Inc.
|
10.80(27)
|
Registration Rights Agreement, dated as of October 1, 2015, by and between Magna Holdings I, LLC and U.S. Stem Cell, Inc.
|
10.81(29)
|
Senior Convertible Note Magna Equities II, LLC, dated December 3, 2015
|
10.82 (29)
|
Amended and Restated Senior Convertible Note, dated December 3, 2015.
|
10.83 (29)
|
Securities Purchase Agreement, dated as of December 3, 2015, by and between Magna Equities II, LLC and U.S. Stem Cell, Inc.
|
10.84 (29)
|
Registration Rights Agreement, dated as of December 3, 2015, by and between Magna Holdings I, LLC and U.S. Stem Cell, Inc.
|
10.85 (31)
|
Non-Competition and Non-Solicitation Agreement between U.S. Stem Cell, Inc. and GACP Stem Cell Bank LLC., dated March 3, 2017.
|
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 Current Report on Form 8-K filed with the SEC on April 8, 2009.
|
(11)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2009.
|
(12)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K/A filed with the SEC on April 30, 2009.
|
(13)
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2009.
|
(14)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 20, 2009.
|
(15)
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 9, 2009.
|
(16)
|
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.
|
(17)
|
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.
|
(18)
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 29, 2010.
|
(19)
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2010.
|
(20)
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2011.
|
(21)
|
Incorporated by reference to the Company Current Report on Form 8-K filed with the SEC on May 25, 2011.
|
(22)
|
Incorporated by reference to the Company Registration Statement on Form S-1/A filed with the SEC on February 8, 2012.
|
(23)
|
Incorporated by reference to the Company Annual Report on Form 10-K filed with the SEC on March 29, 2013.
|
(24)
|
Incorporated by reference to the Company Quarterly Report on Form 10-Q filed with the SEC on May 9, 2013.
|
(25)
|
Incorporated by reference to the Company’s Preliminary Proxy Statement on Schedule 14A filed with the SEC on December 26, 2012.
|
(26)
|
Incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 28, 2014.
|
(27)
|
Incorporated by reference to the Company Current Report on Form 8-K filed with the SEC on October 2, 2015.
|
(28)
|
Incorporated by reference to the Company Current Report on Form 8-K filed with the SEC on November 4, 2015.
|
(29)
|
Incorporated by reference to the Company Current Report on Form 8-K filed with the SEC on December 4, 2015.
|
(30)
|
Incorporated by reference to the text of the Company Current Report on Form 8-K filed with the SEC on August 3, 2016.
|
(31)
|
Incorporated by reference to the Company Current Report on Form 8-K filed with the SEC on March 8, 2017.
|
|
|
U.S. Stem Cell, Inc.
|
|
||
Date: August 8, 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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