☒
|
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
|
|
|
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.
|
|
I have reviewed this report on Form 10-Q of U.S. Stem Cell, Inc.;
|
||
|
||||
2.
|
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||
|
||||
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|||
|
||||
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|||
|
||||
a.
|
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
||
|
||||
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|||
|
||||
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|||
|
||||
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|||
|
|
|
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|||
|
|
|
||
a.
|
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
||
|
|
|
||
|
|
b.
|
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 8, 2017
|
||
/s/ Mike Tomas
|
||
Name:
|
Mike Tomas
|
|
|
President and Chief Executive Officer
|
|
|
|
Chief Financial Officer and Principal
|
Accounting Officer
|
Date: August 8, 2017
|
||
/s/ Mike Tomas
|
||
Name:
|
Mike Tomas
|
|
|
President and Chief Executive Officer,
|
|
|
|
Chief Financial Officer and Principal Accounting Officer
|
|
Document And Entity Information - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2017 |
Aug. 08, 2017 |
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | U.S. STEM CELL, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 336,461,515 | |
Amendment Flag | false | |
Entity Central Index Key | 0001388319 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | Yes | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2017 | |
Document Fiscal Period Focus | Q2 |
CONDENSED BALANCE SHEETS (Parentheticals) - USD ($) |
Jun. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Accounts payable, related parties (in Dollars) | $ 137,386 | $ 108,504 |
Debt discount (in Dollars) | $ 41,130 | $ 103,479 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 20,000,000 |
Preferred stock, shares outstanding | 0 | 20,000,000 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 336,461,515 | 127,012,740 |
Common stock, shares outstanding | 336,461,515 | 127,012,740 |
Notes Payable, Other Payables [Member] | ||
Debt discount (in Dollars) | $ 0 | $ 71,449 |
Notes Payable, Other Payables [Member] | ||
Debt discount (in Dollars) | $ 204,303 | $ 169,072 |
CONDENSED STATEMENTS OF OPERATIONS (unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 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 | 0 | 42,948 | 500 |
Gain (loss) on change of fair value of derivative liability | 0 | 128,889 | (1,891,205) | 143,395 |
Income from equity investment | 79,642 | 15,339 | 139,009 | 31,198 |
Loss on litigation settlement | 0 | 0 | (316,800) | 0 |
Other income | 0 | 22,285 | 0 | 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) | 0 | 0 | 0 | 0 |
NET LOSS | $ (424,567) | $ (352,906) | $ (2,896,674) | $ (716,230) |
Net loss per common share, basic and diluted (in Dollars per share) | $ 0.00 | $ (0.06) | $ (0.01) | $ (0.19) |
Weighted average number of common shares outstanding, basic and diluted (in Shares) | 334,982,935 | 5,436,897 | 278,027,570 | 3,745,583 |
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - 6 months ended Jun. 30, 2017 - USD ($) |
Preferred Stock [Member] |
Common Stock [Member]
Common Stock Issued in Settlement of Accounts Payable, Accrued Expenses and Accrued Interest [Member]
|
Common Stock [Member]
Common Stock Issued in Settlement of Other Debt [Member]
|
Common Stock [Member]
Common Stock Issued in Settlement of Notes Payable and Accrued Interest [Member]
|
Common Stock [Member] |
Additional Paid-in Capital [Member]
Common Stock Issued in Settlement of Accounts Payable, Accrued Expenses and Accrued Interest [Member]
|
Additional Paid-in Capital [Member]
Common Stock Issued in Settlement of Other Debt [Member]
|
Additional Paid-in Capital [Member]
Common Stock Issued in Settlement of Notes Payable and Accrued Interest [Member]
|
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Common Stock Issued in Settlement of Accounts Payable, Accrued Expenses and Accrued Interest [Member] |
Common Stock Issued in Settlement of Other Debt [Member] |
Common Stock Issued in Settlement of Notes Payable and Accrued Interest [Member] |
Total |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance at Dec. 31, 2016 | $ 20,000 | $ 127,013 | $ 115,981,103 | $ (124,146,760) | $ (8,018,644) | |||||||||
Balance (in Shares) at Dec. 31, 2016 | 20,000,000 | 127,012,740 | ||||||||||||
Common stock issued in settlement | $ 9,235 | $ 164,271 | $ 1,749 | $ 545,927 | $ 2,081,013 | $ 56,852 | $ 555,162 | $ 2,245,284 | $ 58,601 | |||||
Common stock issued in settlement (in Shares) | 9,235,286 | 164,270,878 | 1,748,947 | |||||||||||
Common stock issued upon conversion of preferred stock | $ (20,000) | $ 20,000 | ||||||||||||
Common stock issued upon conversion of preferred stock (in Shares) | (20,000,000) | 20,000,000 | ||||||||||||
Common stock issued in settlement of litigation | $ 11,000 | 305,800 | 316,800 | |||||||||||
Common stock issued in settlement of litigation (in Shares) | 11,000,000 | |||||||||||||
Proceeds from issuance of common stock | $ 3,194 | 246,806 | 250,000 | |||||||||||
Proceeds from issuance of common stock (in Shares) | 3,193,664 | |||||||||||||
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 at Jun. 30, 2017 | $ 336,462 | $ 119,569,697 | $ (127,043,434) | $ (7,137,275) | ||||||||||
Balance (in Shares) at Jun. 30, 2017 | 336,461,515 |
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the presentation of the accompanying unaudited condensed financial statements follows: General The accompanying unaudited condensed financial statements of U.S. Stem Cell, Inc. (the “Company”) have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results from operations for the three and six month periods ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ended December 31, 2017. The unaudited condensed financial statements should be read in conjunction with the December 31, 2016 audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K. Basis and business presentation U.S. Stem Cell, Inc. was incorporated under the laws of the State of Florida in August, 1999. The Company is in the cardiovascular sector of the cell technology industry delivering cell therapies and biologics that help address congestive heart failure, lower limb ischemia, chronic heart ischemia, acute myocardial infarctions and other issues. The primary business includes the development of proprietary cell therapy products as well as revenue generating physician and patient based regenerative medicine/cell therapy training services, revenues realized from an Asset Sale and Lease Agreement related to the segment of the Company business involving collecting, growing and banking cell cultures and treatment kits for humans and animals, and the operation of a cell therapy clinic. To date, the Company has not generated significant sales revenues in that they remain less than their total operating expenses, has incurred expenses, and has sustained losses. Consequently, its operations are subject to all the risks inherent in the establishment of a research and development business enterprise. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. At the time of each transaction, management assesses whether the fee associated with the transaction is fixed or determinable and whether or not collection is reasonably assured. The assessment of whether the fee is fixed or determinable is based upon the payment terms of the transaction. Collectability is assessed based on a number of factors, including past transaction history with the client and the creditworthiness of the client. The Company’s primary sources of revenue are from the sale of test kits and equipment, training services, patient treatments and laboratory services, and cell banking. Revenues for kits and equipment sold are not recorded until kits and equipment are received by the customer. Revenues from trainings are recognized when the training occurs. Any cash received as a deposit for trainings are recorded by the Company as a liability. Patient treatments and laboratory services revenue are recognized when those services have been completed or satisfied. Revenues for cell banking sales are accounted for as Multiple-Element Arrangements under ASC 605-10 which incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arrangements (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. Because the Company sells its services separately, on more than a limited basis and at a price within a narrow range, the Company was able to allocate revenue based on vendor-specific objective evidence of fair value (VSOE). The multiple elements include stem cell banking, dose retrieval and yearly storage fees. At June 30, 2017 and December 31, 2016, the Company had deferred revenues of $372,276 and $198,432, respectively. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation, fair values relating to derivative liabilities, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Allowance for Doubtful Accounts Any charges to the allowance for doubtful accounts on accounts receivable are charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and the current status of accounts receivable. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. As of June 30, 2017 and December 31, 2016, allowance for doubtful accounts was $7,721 and $12,487, respectively. Inventories Inventories are stated at the lower of cost or market with cost being determined on a first-in, first-out (FIFO) basis. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. During the periods presented, there were no inventory write-downs. Investments The Company follows Accounting Standards Codification subtopic 323-10, Investments-Equity Methods and Joint Ventures (“ASC 323-10) which requires the accounting for investments where the Company can exert significant influence, but not control of a joint venture or equity investment. The Company accounted for its 33 percent member interest ownership of U.S. Stem Cell Clinic, LLC utilizing the equity method of accounting. (See Note 3) Property and Equipment Property and equipment are stated at cost. For leased equipment, assets are the recorded at the estimated present value of the future minimum lease payments. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 15 years. Stock Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. As of June 30, 2017, there were outstanding stock options to purchase 39,755,770 shares of common stock, 8,419,209 shares of which were vested. (See Note 10). Net Loss per Common Share, basic and diluted The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted income (loss) per share as of June 30, 2017 and 2016 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:
Concentrations of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Generally, the Company’s cash and cash equivalents in interest-bearing accounts does not exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. As of June 30, 2017, four customers, one of which is a related party (US Stem Cell Clinic LLC, a partly owned investment in which the Company holds a 33% member interest), represented 11%, 29%, 13%, and 38% of accounts receivable, respectively, representing an aggregate of 91% of the Company’s accounts receivable. As of December 31, 2016, four customers, one of which is the same related party above, represented 45%, 13%, 13%, and 12% of accounts receivable respectively, representing, an aggregate of 83%, of the Company’s accounts receivable. For the three months ended June 30, 2017, the Company’s revenues earned from the sale of products and services were $1,385,911, of which three customers represented 6%, 10%, and 14% of the Company’s revenues, one of which is a related party (US Stem Cell Clinic LLC, a partly owned investment in which the Company holds a 33% member interest),. For the three months ended June 30, 2016, the Company’s revenues earned from the sale of products and services were $678,222, with the same related party representing 6% of the Company’s revenues. For the six months ended June 30, 2017, the Company’s revenues earned from the sale of products and services were $2,540,897, of which three customers represented 5% 11%, and 11% of the Company’s revenues, one of which is a related party (US Stem Cell Clinic LLC, a partly owned investment in which the Company holds a 33% member interest). For the six months ended June 30, 2016, the Company’s revenues earned from the sale of products and services were $1,389,168, with the same related party representing 11% of the Company’s revenues. Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $7,408 and $8,489 for the three and six months ended June 30, 2017, respectively; and $3,971 and $7,466 for the three and six months ended June 30, 2016, respectively. Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At June 30, 2017 and December 31, 2016, the Company did not have any derivative instruments that were designated as hedges. At December 31, 2016 and through March 8, 2017, the Company had outstanding convertible notes and warrants that contained embedded derivatives. These embedded derivatives include certain conversion features and reset provisions. At June 30, 2017, there were no outstanding convertible notes or warrants with these features. (See Note 6 and Note 8). Long Term Deposits Long term deposits are comprised of the following: On March 3, 2017, the Company entered into a customer purchase agreement whereby the Company agreed to sell, for $50,000, the first 5,000 customers of the cell banking business after the effective date of the equipment sale/leaseback agreement with rights to purchase additional customers at a price of $20 per customer. There is no reduction in the selling price should the new customers be fewer than 5,000. The effective date of the sale is upon the expiry or early termination of the related equipment lease transaction (See Notes 4 and 6). On March 3, 2017, the Company entered into an asset purchase agreement of intellectual property whereby the Company agreed to sell all of the Company’s worldwide rights, title or interest in certain intellectual and other property (as defined) associated with the cell banking business for $50,000. The effective date of the sale is upon the expiry or early termination of the related equipment lease transaction (See Notes 4 and 6). Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. Recent Accounting Pronouncements There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed. |
NOTE 2 - GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS |
6 Months Ended |
---|---|
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS The accompanying condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements during six months ended June 30, 2017, the Company incurred net losses of $2,896,674 and has a working capital deficit (current liabilities in excess of current assets) of $5,409,586. These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time. The Company’s primary source of operating funds in 2016 and 2017 has been from revenue generated from sales and cash proceeds from the sale of common stock and the issuance of convertible and other debt. The Company has experienced net losses and negative cash flows from operations since inception, but expects these conditions to improve in the second half of in 2017 and beyond as it develops its business model. The Company has stockholders’ deficiencies at June 30, 2017 and requires additional financing to fund future operations. The Company’s existence is dependent upon management’s ability to develop profitable operations, to obtain additional funding sources and realize revenues from the Asset Sale and Lease Agreement described herein. There can be no assurance that the Company’s financing efforts or revenues realized from the Asset Sale and Lease Agreement will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern. |
NOTE 3 - INVESTMENTS |
6 Months Ended |
---|---|
Jun. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | NOTE 3 — INVESTMENTS The investment recorded is comprised of a 33% member interest ownership of U.S. Stem Cell Clinic, LLC, accounted for using the equity method of accounting. The investments in 2014 and 2015 of cash and expenses paid on U.S. Stem Cell Clinic, LLC’s behalf were in aggregate of $59,714. The Company’s 33% income earned by U.S. Stem Cell Clinic, LLC member interests was $79,642 and $139,009 for the three and six months ended June 30, 2017, respectively, $15,339 and $31,198 for the three and six months ended June 30, 2016, respectively, (inception to date income of $321,838, unaudited) was recorded as other income/expense in the Company’s Statement of Operations in the appropriate periods. In addition, during the six months ended June 30, 2017, the Company received distributions totaling $140,000 from U.S. Stem Cell Clinic, LLC (inception to date of $315,000, unaudited). The carrying value of the investment at June 30, 2017 and December 31, 2016 was $66,552 and $67,544, respectively. At June 30, 2017 and December 31, 2016, accounts receivable for sales of test kits to U.S. Stem Cell Clinic, LLC was $15,561 and $12,713 respectively; revenues earned from sales to U.S. Stem Clinic, LLC for the three and six months ended June 30, 2017 were $137,432 and $285,565, respectively; and for the three and six months ended June 30, 2016 were $77,333 and $160,851, respectively. |
NOTE 4 - PROPERTY AND EQUIPMENT |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 — PROPERTY AND EQUIPMENT Property and equipment are recorded on the basis of cost. For financial statement purposes, property, plant and equipment are depreciated using the straight-line method over their estimated useful lives. Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management periodically reviews the carrying value of its property and equipment for impairment in accordance with the guidance for impairment of long lived assets. Property and equipment as of June 30, 2017 and December 31, 2016 is summarized as follows:
On March 3, 2017, the Company entered into an asset sale and lease agreement (sale/leaseback transaction, the “Asset Sale and Lease Agreement”), whereby the Company sold certain lab, medical and other equipment relating to the cell banking business for $400,000 and leased back the sold equipment over a three year term (See “Lab and Medical Equipment Capitalized Lease“ below). The Company determined that the transaction was a capitalized lease and accordingly recorded the leased assets and liability based on the estimated present value of the minimum lease payments. In connection with the sale of the lab, medical and other equipment, the Company realized a gain on sale of equipment of $386,535. The gain is recognized ratably over the term of the lease to operations. During the three and six months ended June 30, 2017, the Company recognized $32,211 and $42,948 respectively, on the gain on sale of equipment. As of June 30, 2017, deferred gain on sale of equipment was $343,587. |
NOTE 5 - ACCRUED EXPENSES |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 5 — ACCRUED EXPENSES Accrued expenses consisted of the following as of June 30, 2017 and December 31, 2016:
During the six months ended June 30, 2017, the Company issued an aggregate of 9,235,286 shares of its common stock in settlement of outstanding accounts payable and accrued expenses. In connection with the issuance, the Company incurred $382,860 net loss in settlement of debt. |
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Text Block] | NOTE 6 — NOTES AND CAPITAL LEASE PAYABLE Notes and capital lease payable were comprised of the following as of June 30, 2017 and December 31, 2016:
Seaside Bank On October 25, 2010, the Company entered into a Loan Agreement with Seaside National Bank and Trust for a $980,000 loan at 4.25% per annum interest that was used to refinance the Company’s loan with Bank of America. The obligation is guaranteed by certain shareholders of the Company. The Company renewed the loan with Seaside National Bank and Trust during the first quarter of 2016 to extend the maturity date to January 11, 2018. Hunton & Williams Notes At June 30, 2017 and December 31, 2016, the Company has two outstanding notes payable with interest at 8% per annum due at maturity. The two notes, $61,150 and $323,822, are payable in one balloon payment upon the date the Noteholder provides written demand, however the Company is not obligated to make payments until the Northstar (or successor) Loan is paid off. Daniel James Management, Fourth Man LLC, and Magna Group During the six months ended June 30, 2017, the Company paid off $25,000 of the outstanding notes and issued common stock for the conversion of $242,427 of outstanding notes payable and accrued interest (See Note 9). PowerUp Lending Group, Ltd (during this period) On February 22, 2017, the Company entered into a revenue based factoring agreement and received an aggregate of $165,000 (less origination fees of $3,300) in exchange for $221,100 of future receipts relating to monies collected from customers or other third party payors. Under the terms of the factoring agreement, the Company is required to make daily payments equal to $1,316 for 168 business days. The Company received net proceeds of $51,700 along with cancellation of the previous revenue based factoring agreement issued in 2016. In connection with the cancellation of the August 2016 revenue based factoring agreement, the Company incurred a loss in settlement of debt of $41,516. The remaining principle balance of the PowerUp Lending Group promissory note payable at June 30, 2017 is $103,969, net of unamortized discount of $41,130. Lab and Medical Equipment Capitalized Lease On March 3, 2017, the Company entered into an asset sale and lease agreement (sale/leaseback transaction; “Asset Sale and Lease Agreement”), whereby the Company sold certain lab, medical and other equipment relating to the cell banking business for $400,000 and leased back the sold equipment over a three year term. The Company recorded the equipment and the capitalized lease liability at the estimated present value of the minimum lease payments of $619,825. This amount was reduced for lease payments made of $94,428 and increased by $253,309 as of June 30, 2017 due to the increase in the effective interest rate from 75.73% to 112.16% resulting in an estimated present value of minimum lease payment of $778,706 as of June 30, 2017. The $233,309 adjustment was recorded as an increase of non-cash interest expense. The lease includes a base monthly rental payment of $20,000, due the first day of each calendar month. In addition, the Company is required to pay 2.3%, 22.5%, and 31.6% of revenues collected on deposits arising from cell banking business for years 1, 2 and 3, respectively. At the expiration of the lease, the Company is required to return all leased equipment and along with any maintenance records, logs, etc. in the Company’s possession to the lessor with no right of repurchase. The Company determined that the present value of the minimum lease payments exceeded 90% of the estimated fair value of the equipment and therefore classified the equipment sale/lease as a capitalized lease. The effective interest rate of the capitalized lease is estimated at 112.16% based on expected revenue estimations. Minimum lease obligations under the lab and medical lease are as follows:
Promissory Note The Company has a promissory note with an outstanding balance of $1,397,762 at June 30, 2017 and December 31, 2016, respectively. The note is unsecured and non-interest bearing with four semi-annual payments of $75,000 beginning on December 31, 2015 with the remaining balance due June 1, 2020. The Company imputed an interest rate of 5% and discounted the promissory note accordingly. The imputed debt discount of $368,615 is amortized to interest expense using the effective interest method. For the three and six months ended June 30, 2017, the Company amortized $18,061 and $36,218 of debt discounts to current period operations as interest expense, respectively. The unamortized debt discount at June 30, 2017 is $204,303. |
NOTE 7 - RELATED PARTY TRANSACTIONS |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions Disclosure [Text Block] | NOTE 7 — RELATED PARTY TRANSACTIONS Advances As of June 30, 2017 and December 31, 2016, the Company’s officers and directors have provided advances in the aggregate of $104,901 for working capital purposes. The advances are unsecured, due on demand, and non-interest bearing. Notes payable-related party Northstar Biotechnology Group, LLC On February 29, 2012, a promissory note issued to BlueCrest Master Fund Limited was assigned to Northstar Biotechnology Group, LLC (“Northstar”), owned partly by certain directors and existing shareholders of the Company at the time, including Dr. William P. Murphy Jr., Dr. Samuel Ahn and Charles Hart. At the date of the assignment, the principal amount of the BlueCrest note was $544,267 the (“Note”). On March 30, 2012, the Company and Northstar agreed to extend until May 1, 2012 the initial payment date for any and all required monthly under the Note, such that the first of the four monthly payments required under the Note will be due and payable on May, 2012 and all subsequent payments will be due on a monthly basis thereafter commencing on June 1, 2012, and to waive any and all defaults and/or events of default under the Note with respect to such payments. The Company did not make the required payment, and as a result, was in default of the revised agreement The Company renegotiated the terms of the Note and Northstar agreed to suspend the requirement of principal payments by the Company and allow payment of interest-only in common stock. On September 21, 2012, the Company issued 5,000 common stock purchase warrants to Northstar that was treated as additional interest expense upon issuance. On October 1, 2012, the Company and Northstar entered into a limited waiver and forbearance agreement providing a recapitalized new note balance comprised of all sums due Northstar with a maturity date extended perpetually. The Company agreed to issue 5,000,000 shares of Series A Convertible Preferred Stock and 10,000 shares of common stock in exchange for $210,000 as payment towards outstanding debt, default interest, penalties, professional fees outstanding and due Northstar. In addition, the Company executed a security agreement granting Northstar a lien on all patents, patent applications, trademarks, service marks, copyrights and intellectual property rights of any nature, as well as the results of all clinical trials, know-how for preparing Myoblasts, old and new clinical data, existing approved trials, all right and title to Myoblasts, clinical trial protocols and other property rights. In addition, the Company granted Northstar a perpetual license on products as described for resale, relicensing, and commercialization outside the United States. In connection with the granted license, Northstar shall pay the Company a royalty of up to 8% on revenues generated. Effective October 1, 2012, the effective interest rate was 12.85% per annum. The parties agreed, as of February 28, 2013, to reduce the interest rate to 7% per annum. In connection with the consideration paid, Northstar waived, from the effective date through the earlier of termination or expiration of the agreement, satisfaction of the obligations as described in the forbearance agreement. In 2012, 5,000,000 shares of Series A Convertible Preferred Stock were approved to be issued, which was subsequently increased to 20,000,000 shares of preferred stock as Series A Convertible Preferred Stock. In addition, the Company was obligated to issue additional preferred stock equal in lieu of payment of cash of accrued and unpaid interest on each six month anniversary of the effective date (October 1, 2012). In lieu of the initial two payments in preferred stock, the parties agreed to modify the voting rights of the subsequently cancelled Series A Convertible Preferred Stock from 20 votes per share on matters to be voted on by the common stock holders to 25 votes per share on matters to be voted on by the common stock holders and all prior and subsequent payments of interest will be in common stock. The Company is required to issue additional shares of its common stock (as amended), in lieu of cash, each six month anniversary of the effective date for any accrued and unpaid interest. On March 1, 2017, Northstar and the Company entered into a settlement agreement (“Settlement Agreement “) related to pending litigation (See Note 11). Pursuant to the terms and conditions of the Settlement Agreement, Northstar converted its outstanding Series A Convertible preferred stock, into twenty million (20,000,000) shares of common stock. In addition, and separate and apart from the conversion, Northstar received Eleven Million (11,000,000) shares of the Company’s common stock. NorthStar will receive ten percent (10%) of all Company international sales (based on a gross sales basis). Furthermore, a NorthStar designee, Greg Knutson, was appointed to the Board of Directors of the Company and two Company directors, Michael Tomas and Kristin Comella, will each exercise their prior NorthStar options to each receive a Five percent (5%) Member Interest in NorthStar. The parties agreed to a mutual release and NorthStar agreed to terminate any UCC lien on the Company assets previously filed for the benefit of NorthStar. On March 9, 2017 and April 1, 2017, the Company issued 30,000,000 and 1,000,000 shares of its common stock, respectively, as described above. In connection with the settlement, the Company recorded a loss on litigation settlement of $316,800. On September 30, 2013, the Company issued 8,772 shares of its common stock as payment of $100,000 towards cash advances. On December 24, 2013, the Company issued 3,916 shares of its common stock as payment of accrued interest through June 30, 2013 of $85,447. On April 2, 2014, the Company issued 275 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,635 due April 1, 2014 per the forbearance agreement. On September 17, 2014, the limited waiver and forbearance agreement entered into on October 1, 2012 to provide that the perpetual license on products as described for resale, relicensing and commercialization outside the United States was amended as such on the condition that NorthStar provide certain financing, which financing the Company, in its sole discretion, could decline and retain the license. On October 3, 2014, the Company issued 515 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,705 due October 1, 2014 per the forbearance agreement. On April 3, 2015, the Company issued 1,363 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,635 due April 1, 2015 per the forbearance agreement. On October 2, 2015, the Company issued 4,156 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,705 due October 1, 2015 per the forbearance agreement. On October 7, 2015, the Company issued 34,522 shares of its common stock in settlement of $100,000 principal payment towards the outstanding debt. On April 7, 2016, the Company issued 57,778 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,705 due April 1, 2016 per the forbearance agreement. On October 6, 2016, the Company issued 848,490 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,705 due October 1, 2016 per the forbearance agreement. On April 1, 2017, the Company issued 286,315 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,703 due October 1, 2016 per the forbearance agreement. As of June 30, 2017 and December 31, 2016, the principal of this note was $262,000. Officer and Director Notes
Note payable, Ms. Murphy On March 29, 2017, the Company issued 1,748,947 shares of common stock in settlement of $50,000 of outstanding notes payable and accrued interest to Ms. Murphy. Notes payable, Mr. Tomas In 2013, the Company issued a promissory note payable for previous advances and accrued compensation. The promissory note bears interest of 5% per annum and due on demand. During the six months ended June 30, 2017, the Company paid off remaining outstanding balance of $81,420. On August 1, 2013, the Company issued a $375,000 promissory note due on demand in settlement of accrued compensation. The promissory note bears interest of 5% per annum and is due on demand. During the six months ended June 30, 2017, the Company paid off the outstanding balance of the promissory note. On July 1, 2014, the Company issued a $500,000 promissory note in settlement of accrued compensation. The promissory note bears interest of 5% per annum and was due on January 1, 2015. During the six months ended June 30, 2017, the Company paid off $131,634 of the outstanding promissory note. The principal outstanding balance of this note as of June 30, 2017 is $368,366. On September 6, 2016, the Company issued a $500,000 promissory note in settlement of accrued compensation. The promissory note bears interest of 5% per annum and is due upon demand. The principal outstanding balance of this note as of June 30, 2017 is $500,000. Notes payable, Ms. Comella On July 1, 2014, the Company issued a $300,000 promissory note in settlement of accrued compensation. The promissory note bears interest of 5% per annum and was due on January 1, 2015. During the six months ended June 30, 2017, the Company paid off the outstanding balance of the promissory note. On September 6, 2016, the Company issued a $300,000 promissory note in settlement of accrued compensation. The promissory note bears interest of 5% per annum and was due upon demand. During the six months ended June 30, 2017, the Company paid off $6,751 of the outstanding promissory note. The principal outstanding balance of this note as of June 30, 2017 is $293,249. |
NOTE 8 - DERIVATIVE LIABILITIES |
6 Months Ended |
---|---|
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | NOTE 8 — DERIVATIVE LIABILITIES In fiscal 2016, the Company issued convertible promissory notes. These promissory notes were convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives related to these promissory notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of these notes and to fair value as of each subsequent reporting date. During the six months ended June 30, 2017, the remaining promissory notes were converted or paid off in full settlement. The fair value of the embedded derivative at note payoff, in the amount of $185,505, was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 247.25%, (3) weighted average risk-free interest rate of 0.87%, (4) expected live of 0.54 years, and (5) estimated fair value of the Company’s common stock of $0.0271 per share. The Company reclassified the determined fair value from liability to equity at the time of the payoff. The Company recorded a loss on change in derivative liabilities of $1,891,205 during the six months ended June 30, 2017. The remaining outstanding derivative liability at June 30, 2017 is $-0- Based upon ASC 840-15-25 (EITF Issue 00-19, paragraph 11) the Company had adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible promissory notes. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date. |
NOTE 9 - STOCKHOLDERS' EQUITY |
6 Months Ended |
---|---|
Jun. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9 — STOCKHOLDERS’ EQUITY Preferred stock On March 6, 2017, the Company issued 20,000,000 shares of its common stock upon conversion of the outstanding 20,000,000 shares of Series A Convertible Preferred stock. Common stock During the six months ended June 30, 2017, the Company issued an aggregate of 164,270,878 shares of its common stock for the conversion of $242,427 of promissory notes payable and related accrued interest. Upon conversion of the promissory notes, the Company recorded an adjustment to the derivative liability in the amount of $2,002,857 (see Note 6). On April 7, 2017, the Company entered into an investment agreement whereby the Company agreed to sell an aggregate of 63,873,275 shares of its common stock for a net purchase price of $5,000,000 ($0.07828 per share). At the execution of the agreement, the Company sold 3,193,664 shares for a purchase price of $250,000 with the remaining sale to be completed within 30 days. The investor has the right to terminate the agreement upon written notice and not complete the purchase. Upon completion of the investment, the investor, or his designee, shall fill one vacancy on the Company’s Board of Directors. On May 18th, 2017 the Company received notice from the investor terminating the agreement and, as such, no other shares were sold. |
NOTE 10 - STOCK OPTIONS AND WARRANTS |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 10 — STOCK OPTIONS AND WARRANTS Stock Options In December 1999, the Board of Directors and shareholders adopted the 1999 Officers and Employees Stock Option Plan, or the Employee Plan, and the 1999 Directors and Consultants Stock Option Plan, or the Director Plan. The Employee Plan and the Director Plan are collectively referred to herein as the “Plans“ The Plans are administered by the Board of Directors and the Compensation Committee. The objectives of the Plans include attracting and retaining key personnel by encouraging stock ownership in the Company by such persons. In February 2010, the Directors & Consultants Plan was amended to extend the termination date of the Plan to December 1, 2011. On April 1, 2013, the Board of Directors approved, subject to subsequently received shareholder approval, the establishment of the Bioheart 2013 Omnibus Equity Compensation Plan, or the “2013 Omnibus Plan”. The 2013 Omnibus Plan initially reserved up to fifty thousand (50,000) shares of common stock for issuance. On August 4, 2014, the Board of Directors approved to set the reserve to one hundred thousand (100,000) shares of common stock for issuance and to close the 1999 Officers and Employees Stock Option Plan. On February 2, 2015, at the annual meeting of shareholders, the majority of shareholders approved the 2013 Omnibus Equity Compensation Plan. On November 2, 2015, the Board of Directors approved the increase of the reserve under the 2013 Omnibus Plan to five hundred million (500,000,000) shares of common stock for issuance, effective September 16, 2016, approved an addition of twenty five million (25,000,000) shares of common stock to the reserve, and effective April 21, 2017, approved an addition of twenty five million (25,000,000) shares of common stock to the reserve. A summary of options at June 30, 2017 and activity during the six months then ended is presented below:
The following information applies to options outstanding and exercisable at June 30, 2017:
The aggregate intrinsic value of the issued and exercisable options of $1,470,125 and $245,705, respectively, represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s stock price of $0.0509 as of June 30, 2017, which would have been received by the option holders had those option holders exercised their options as of that date. On February 6, 2017, the Company granted an aggregate 16,200,000 options to purchase the Company’s common stock at $0.0043 per share to key employees, vesting over 4 years, at grant date anniversary and exercisable over 10 years. The aggregate fair value of $53,271, determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: 0%; Volatility: 235.22% and Risk free rate: 1.86%. The fair value of all options vesting during the three and six months ended June 30, 2017 of $83,900 and $166,691, respectively, was charged to current period operations. The fair value of all options vesting during the three and six months ended June 30, 2016 of $70,714 and $141,806, respectively, was charged to current period operations. As of June 30, 2017, the Company had approximately $325,053 of total unrecognized compensation cost related to non-vested awards granted under the 2013 Omnibus Plan , which the Company expects to recognize over a weighted average period of 1.46 years. Warrants A summary of common stock purchase warrants at June 30, 2017 and activity during the three months ended June 30, 2017 is presented below:
The following information applies to common stock purchase warrants outstanding and exercisable at June 30, 2017:
The aggregate intrinsic value of the issued and exercisable warrants of $-0- represents the total pretax intrinsic value, based on warrants with an exercise price less than the Company’s stock price of $0.0509 as of June 30, 2017, which would have been received by the warrant holders had those warrants holders exercised their warrants as of that date. |
NOTE 11 - COMMITMENTS AND CONTINGENCIES |
6 Months Ended |
---|---|
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 11 — COMMITMENTS AND CONTINGENCIES Litigation On August 30, 2016, Northstar Biotech Group, LLC filed suit against the Company seeking a declaratory judgment as to whether its 20,000,000 Series A Preferred Shares were the subject of the Company’s reverse stock split effective November 4, 2015. On March 1, 2017, Northstar and the Company entered into a settlement agreement related to this dispute (the “Settlement Agreement”). Pursuant to the terms and conditions of the Settlement Agreement, Northstar, previously a holder of Company preferred stock, has converted such preferred stock to twenty million (20,000,000) shares of common stock. In addition, and separate and apart from the conversion, Northstar received Eleven Million (11,000,000) shares of common stock. NorthStar will receive ten percent (10%) of all Company international sales (based on a gross sales basis). Furthermore, a NorthStar designee, Greg Knutson, was appointed to the Board of Directors of the Company and two Company directors, Michael Tomas and Kristin Comella, will each exercise their prior NorthStar options to each receive a Five percent (5%) Member Interest in NorthStar. The parties agreed to a mutual release and NorthStar agreed to terminate any UCC lien on the Company assets previously filed for the benefit of NorthStar. The Company is subject at times to other legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. There was no outstanding litigation as of June 30, 2017 other then described above. |
NOTE 12 - FAIR VALUE MEASUREMENT |
6 Months Ended | |||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | ||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Text Block] | NOTE 12 — FAIR VALUE MEASUREMENT The Company adopted the provisions of Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) on January 1, 2008. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. All items required to be recorded or measured on a recurring basis are based upon level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. Upon adoption of ASC 825-10, there was no cumulative effect adjustment to beginning retained earnings and no impact on the financial statements. The carrying value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. As of June 30, 2017 or December 31, 2016, the Company did not have any items that would be classified as level 1 or 2 disclosures. The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed in note 8. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed in Notes 6 and 8 are that of volatility and market price of the underlying common stock of the Company. As of June 30, 2017 and December 31, 2016, the Company did not have any derivative instruments that were designated as hedges. The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of June 30, 2017:
Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. The Company’s stock increased approximately 942% from December 31, 2016 to March 8, 2017 (final conversion of convertible notes). As the stock price increases for each of the related derivative instruments, the value to the holder of the instrument generally increases. Stock price is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The estimated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in a higher fair value measurement. |
NOTE 13 - SUBSEQUENT EVENTS |
6 Months Ended |
---|---|
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 13 — SUBSEQUENT EVENTS In August 2017, the Company issued an aggregate of 274,468 shares of common stock for services rendered. |
Accounting Policies, by Policy (Policies) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Accounting, Policy [Policy Text Block] | Basis and business presentation U.S. Stem Cell, Inc. was incorporated under the laws of the State of Florida in August, 1999. The Company is in the cardiovascular sector of the cell technology industry delivering cell therapies and biologics that help address congestive heart failure, lower limb ischemia, chronic heart ischemia, acute myocardial infarctions and other issues. The primary business includes the development of proprietary cell therapy products as well as revenue generating physician and patient based regenerative medicine/cell therapy training services, revenues realized from an Asset Sale and Lease Agreement related to the segment of the Company business involving collecting, growing and banking cell cultures and treatment kits for humans and animals, and the operation of a cell therapy clinic. To date, the Company has not generated significant sales revenues in that they remain less than their total operating expenses, has incurred expenses, and has sustained losses. Consequently, its operations are subject to all the risks inherent in the establishment of a research and development business enterprise. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. At the time of each transaction, management assesses whether the fee associated with the transaction is fixed or determinable and whether or not collection is reasonably assured. The assessment of whether the fee is fixed or determinable is based upon the payment terms of the transaction. Collectability is assessed based on a number of factors, including past transaction history with the client and the creditworthiness of the client. The Company’s primary sources of revenue are from the sale of test kits and equipment, training services, patient treatments and laboratory services, and cell banking. Revenues for kits and equipment sold are not recorded until kits and equipment are received by the customer. Revenues from trainings are recognized when the training occurs. Any cash received as a deposit for trainings are recorded by the Company as a liability. Patient treatments and laboratory services revenue are recognized when those services have been completed or satisfied. Revenues for cell banking sales are accounted for as Multiple-Element Arrangements under ASC 605-10 which incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arrangements (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. Because the Company sells its services separately, on more than a limited basis and at a price within a narrow range, the Company was able to allocate revenue based on vendor-specific objective evidence of fair value (VSOE). The multiple elements include stem cell banking, dose retrieval and yearly storage fees. At June 30, 2017 and December 31, 2016, the Company had deferred revenues of $372,276 and $198,432, respectively. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation, fair values relating to derivative liabilities, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Receivables, Policy [Policy Text Block] | Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Allowance for Doubtful Accounts Any charges to the allowance for doubtful accounts on accounts receivable are charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and the current status of accounts receivable. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. As of June 30, 2017 and December 31, 2016, allowance for doubtful accounts was $7,721 and $12,487, respectively. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventory, Policy [Policy Text Block] | Inventories Inventories are stated at the lower of cost or market with cost being determined on a first-in, first-out (FIFO) basis. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. During the periods presented, there were no inventory write-downs. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Method Investments [Policy Text Block] | Investments The Company follows Accounting Standards Codification subtopic 323-10, Investments-Equity Methods and Joint Ventures (“ASC 323-10) which requires the accounting for investments where the Company can exert significant influence, but not control of a joint venture or equity investment. The Company accounted for its 33 percent member interest ownership of U.S. Stem Cell Clinic, LLC utilizing the equity method of accounting. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost. For leased equipment, assets are the recorded at the estimated present value of the future minimum lease payments. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 15 years. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. As of June 30, 2017, there were outstanding stock options to purchase 39,755,770 shares of common stock, 8,419,209 shares of which were vested. (See Note 10). |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Common Share, basic and diluted The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted income (loss) per share as of June 30, 2017 and 2016 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Generally, the Company’s cash and cash equivalents in interest-bearing accounts does not exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. As of June 30, 2017, four customers, one of which is a related party (US Stem Cell Clinic LLC, a partly owned investment in which the Company holds a 33% member interest), represented 11%, 29%, 13%, and 38% of accounts receivable, respectively, representing an aggregate of 91% of the Company’s accounts receivable. As of December 31, 2016, four customers, one of which is the same related party above, represented 45%, 13%, 13%, and 12% of accounts receivable respectively, representing, an aggregate of 83%, of the Company’s accounts receivable. For the three months ended June 30, 2017, the Company’s revenues earned from the sale of products and services were $1,385,911, of which three customers represented 6%, 10%, and 14% of the Company’s revenues, one of which is a related party (US Stem Cell Clinic LLC, a partly owned investment in which the Company holds a 33% member interest),. For the three months ended June 30, 2016, the Company’s revenues earned from the sale of products and services were $678,222, with the same related party representing 6% of the Company’s revenues. For the six months ended June 30, 2017, the Company’s revenues earned from the sale of products and services were $2,540,897, of which three customers represented 5% 11%, and 11% of the Company’s revenues, one of which is a related party (US Stem Cell Clinic LLC, a partly owned investment in which the Company holds a 33% member interest). For the six months ended June 30, 2016, the Company’s revenues earned from the sale of products and services were $1,389,168, with the same related party representing 11% of the Company’s revenues. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Research and Development Expense, Policy [Policy Text Block] | Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $7,408 and $8,489 for the three and six months ended June 30, 2017, respectively; and $3,971 and $7,466 for the three and six months ended June 30, 2016, respectively. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivatives, Policy [Policy Text Block] | Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At June 30, 2017 and December 31, 2016, the Company did not have any derivative instruments that were designated as hedges. At December 31, 2016 and through March 8, 2017, the Company had outstanding convertible notes and warrants that contained embedded derivatives. These embedded derivatives include certain conversion features and reset provisions. At June 30, 2017, there were no outstanding convertible notes or warrants with these features. (See Note 6 and Note 8) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long Term Deposits, Policy [Policy Text Block] | Long Term Deposits Long term deposits are comprised of the following: On March 3, 2017, the Company entered into a customer purchase agreement whereby the Company agreed to sell, for $50,000, the first 5,000 customers of the cell banking business after the effective date of the equipment sale/leaseback agreement with rights to purchase additional customers at a price of $20 per customer. There is no reduction in the selling price should the new customers be fewer than 5,000. The effective date of the sale is upon the expiry or early termination of the related equipment lease transaction (See Notes 4 and 6). On March 3, 2017, the Company entered into an asset purchase agreement of intellectual property whereby the Company agreed to sell all of the Company’s worldwide rights, title or interest in certain intellectual and other property (as defined) associated with the cell banking business for $50,000. The effective date of the sale is upon the expiry or early termination of the related equipment lease transaction (See Notes 4 and 6). |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax, Policy [Policy Text Block] | Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events, Policy [Policy Text Block] | Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed. |
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] |
Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:
|
NOTE 4 - PROPERTY AND EQUIPMENT (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Table Text Block] |
Property and equipment as of June 30, 2017 and December 31, 2016 is summarized as follows:
|
NOTE 5 - ACCRUED EXPENSES (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accrued Liabilities [Table Text Block] |
Accrued expenses consisted of the following as of June 30, 2017 and December 31, 2016:
|
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Debt [Table Text Block] |
Notes and capital lease payable were comprised of the following as of June 30, 2017 and December 31, 2016:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] |
Minimum lease obligations under the lab and medical lease are as follows:
|
NOTE 7 - RELATED PARTY TRANSACTIONS (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Related Party Transactions [Table Text Block] |
Officer and Director Notes
|
NOTE 10 - STOCK OPTIONS AND WARRANTS (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation, Stock Options, Activity [Table Text Block] |
A summary of options at June 30, 2017 and activity during the six months then ended is presented below:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] |
The following information applies to options outstanding and exercisable at June 30, 2017:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] |
A summary of common stock purchase warrants at June 30, 2017 and activity during the three months ended June 30, 2017 is presented below:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Table Text Block] |
The following information applies to common stock purchase warrants outstanding and exercisable at June 30, 2017:
|
NOTE 12 - FAIR VALUE MEASUREMENT (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | ||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] |
The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of June 30, 2017:
|
NOTE 2 - GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net Income (Loss) Attributable to Parent | $ (424,567) | $ (352,906) | $ (2,896,674) | $ (716,230) |
Working Capital (Deficit) | $ (5,409,586) | $ (5,409,586) |
NOTE 3 - INVESTMENTS (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | 214 Months Ended | |||
---|---|---|---|---|---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
Dec. 31, 2015 |
Jun. 30, 2017 |
Dec. 31, 2016 |
|
NOTE 3 - INVESTMENTS (Details) [Line Items] | |||||||
Payments for (Proceeds from) Investments | $ (140,000) | $ (65,000) | |||||
Income (Loss) from Equity Method Investments | $ 79,642 | $ 15,339 | 139,009 | 31,198 | |||
Investments | $ 66,552 | $ 66,552 | $ 66,552 | $ 67,544 | |||
U.S. Stem Cell Clinic, LLC [Member] | |||||||
NOTE 3 - INVESTMENTS (Details) [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 33.00% | 33.00% | 33.00% | ||||
Payments for (Proceeds from) Investments | $ 59,714 | ||||||
Income (Loss) from Equity Method Investments | $ 321,838 | ||||||
Proceeds from Equity Method Investment, Distribution | $ 140,000 | 315,000 | |||||
Accounts Receivable, Net | $ 15,561 | 15,561 | $ 15,561 | $ 12,713 | |||
Revenues | $ 137,432 | $ 77,333 | $ 285,565 | $ 160,851 |
NOTE 4 - PROPERTY AND EQUIPMENT (Details) - USD ($) |
3 Months Ended | 6 Months Ended | |
---|---|---|---|
Mar. 03, 2017 |
Jun. 30, 2017 |
Jun. 30, 2017 |
|
Property, Plant and Equipment [Abstract] | |||
Sale Leaseback Transaction, Net Book Value | $ 400,000 | $ 50,000 | $ 50,000 |
Sale Leaseback Transaction, Lease Terms | leased back the sold equipment over a three year term | ||
Sale Leaseback Transaction, Deferred Gain, Gross | $ 386,535 | ||
Sale Leaseback Transaction, Current Period Gain Recognized | 32,211 | 42,948 | |
Sale Leaseback Transaction, Deferred Gain, Net | $ 343,587 | $ 343,587 |
NOTE 4 - PROPERTY AND EQUIPMENT (Details) - Schedule of Property and Equipment - USD ($) |
Jun. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Schedule of Property and Equipment [Abstract] | ||
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 | 0 |
Leasehold improvements | 362,046 | 362,046 |
1,166,659 | 883,462 | |
Less accumulated depreciation and amortization | (611,432) | (862,493) |
$ 555,227 | $ 20,969 |
NOTE 5 - ACCRUED EXPENSES (Details) - USD ($) |
1 Months Ended | 3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|---|
Oct. 07, 2015 |
Apr. 30, 2017 |
Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
|
NOTE 5 - ACCRUED EXPENSES (Details) [Line Items] | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 34,522 | 286,315 | ||||
Gain (Loss) on Extinguishment of Debt | $ (257,335) | $ 94,107 | $ (382,860) | $ 72,814 | ||
Common Stock Issued in Settlement of Accounts Payable, Accrued Expenses and Accrued Interest [Member] | ||||||
NOTE 5 - ACCRUED EXPENSES (Details) [Line Items] | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 9,235,286 |
NOTE 5 - ACCRUED EXPENSES (Details) - Schedule of Accrued Liabilities - USD ($) |
Jun. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Schedule of Accrued Liabilities [Abstract] | ||
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 | 0 |
Employee commissions, compensation, etc. | 0 | 4,537 |
$ 1,165,064 | $ 904,772 |
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Future Minimum Lease Payments for Capital Leases |
Jun. 30, 2017
USD ($)
|
---|---|
Schedule of Future Minimum Lease Payments for Capital Leases [Abstract] | |
2017 | $ 120,000 |
2018 | 240,000 |
2019 | 240,000 |
2020 | 60,000 |
Total | $ 660,000 |
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) - USD ($) |
1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 01, 2017 |
Mar. 29, 2017 |
Mar. 09, 2017 |
Mar. 01, 2017 |
Oct. 06, 2016 |
Apr. 07, 2016 |
Oct. 07, 2015 |
Oct. 02, 2015 |
Apr. 03, 2015 |
Oct. 03, 2014 |
Jul. 01, 2014 |
Apr. 02, 2014 |
Dec. 24, 2013 |
Sep. 30, 2013 |
Oct. 01, 2012 |
Sep. 21, 2012 |
Mar. 30, 2012 |
Apr. 30, 2017 |
Jun. 30, 2017 |
Mar. 31, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
Dec. 31, 2016 |
Sep. 06, 2016 |
Dec. 31, 2015 |
Dec. 31, 2013 |
Aug. 01, 2013 |
Feb. 28, 2013 |
Feb. 29, 2012 |
|
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Due to Related Parties, Current | $ 104,901 | $ 104,901 | $ 104,901 | |||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 0 | |||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized (in Shares) | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 34,522 | 286,315 | ||||||||||||||||||||||||||||
Gain (Loss) Related to Litigation Settlement | $ 0 | $ (316,800) | $ 0 | $ (316,800) | $ 0 | |||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 100,000 | $ 12,703 | ||||||||||||||||||||||||||||
Notes Payable, Related Parties | 1,161,615 | 1,161,615 | $ 2,028,285 | |||||||||||||||||||||||||||
Repayments of Related Party Debt | $ 816,670 | $ 81,764 | ||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Preferred Stock, Voting Rights | modify the voting rights of the subsequently cancelled Series A Convertible Preferred Stock from 20 votes per share on matters to be voted on by the common stock holders to 25 votes per share on matters to be voted on by the common stock holders and all prior and subsequent payments of interest will be in common stock | |||||||||||||||||||||||||||||
Northstar [Member] | ||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Percentage of Revenues to be Received as Royalty | 10.00% | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 20,000,000 | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 1,000,000 | 30,000,000 | 11,000,000 | |||||||||||||||||||||||||||
Number of Directors | 2 | |||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 5.00% | |||||||||||||||||||||||||||||
Ms. Murphy [Member] | ||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,748,947 | |||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 50,000 | |||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 01, 2020 | |||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Affiliated Entity [Member] | ||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 544,267 | |||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | Company was obligated to issue additional preferred stock equal in lieu of payment of cash of accrued and unpaid interest on each six month anniversary of the effective date (October 1, 2012). | agreed to extend until May 1, 2012 the initial payment date for any and all required monthly under the Note, such that the first of the four monthly payments required under the Note will be due and payable on May, 2012 and all subsequent payments will be due on a monthly basis thereafter commencing on June 1, 2012, and to waive any and all defaults and/or events of default under the Note with respect to such payments. The Company did not make the required payment, and as a result, was in default of the revised agreement The Company renegotiated the terms of the Note and Northstar agreed to suspend the requirement of principal payments by the Company and allow payment of interest-only in common stock. | ||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 5,000 | |||||||||||||||||||||||||||||
Debt Instrument, Debt Default, Description of Violation or Event of Default | entered into a limited waiver and forbearance agreement providing a recapitalized new note balance comprised of all sums due Northstar with a maturity date extended perpetually. The Company agreed to issue 5,000,000 shares of Series A Convertible Preferred Stock and 10,000 shares of common stock in exchange for $210,000 as payment towards outstanding debt, default interest, penalties, professional fees outstanding and due Northstar. In addition, the Company executed a security agreement granting Northstar a lien on all patents, patent applications, trademarks, service marks, copyrights and intellectual property rights of any nature, as well as the results of all clinical trials, know-how for preparing Myoblasts, old and new clinical data, existing approved trials, all right and title to Myoblasts, clinical trial protocols and other property rights.In addition, the Company granted Northstar a perpetual license on products as described for resale, relicensing, and commercialization outside the United States. In connection with the granted license, Northstar shall pay the Company a royalty of up to 8% on revenues generated. | |||||||||||||||||||||||||||||
Percentage of Revenues to be Received as Royalty | 8.00% | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.85% | 7.00% | ||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 3,916 | 8,772 | ||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 85,447 | $ 100,000 | ||||||||||||||||||||||||||||
Notes Payable, Related Parties | 262,000 | $ 262,000 | 262,000 | |||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Ms. Murphy [Member] | ||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 0 | 0 | 50,000 | |||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | Note Payable #1 [Member] | ||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||||||||||||||||||
Notes Payable, Related Parties | 0 | 0 | 81,420 | |||||||||||||||||||||||||||
Repayments of Related Party Debt | 81,420 | |||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | Note Payable #2 [Member] | ||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 375,000 | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||||||||||||||||||
Notes Payable, Related Parties | 0 | 0 | 375,000 | |||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | Note Payable #3 [Member] | ||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||||||||||||||||||
Notes Payable, Related Parties | 368,366 | 368,366 | 500,000 | |||||||||||||||||||||||||||
Repayments of Related Party Debt | 131,634 | |||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 01, 2015 | |||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | Note Payable #4 [Member] | ||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 500,000 | 500,000 | 500,000 | |||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Chief Scientific Officer [Member] | Note Payable #1 [Member] | ||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 0 | 0 | 221,865 | |||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 01, 2015 | |||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Chief Scientific Officer [Member] | Note Payable #2 [Member] | ||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | $ 500,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | ||||||||||||||||||||||||||||
Notes Payable, Related Parties | $ 293,249 | 293,249 | $ 300,000 | |||||||||||||||||||||||||||
Repayments of Related Party Debt | $ 6,751 | |||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Interest [Member] | Affiliated Entity [Member] | ||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 848,490 | 57,778 | 4,156 | 1,363 | 515 | 275 | ||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 12,705 | $ 12,705 | $ 12,635 | $ 12,705 | $ 12,635 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 12,705 |
NOTE 10 - STOCK OPTIONS AND WARRANTS (Details) - Schedule of Warrants Activity - $ / shares |
6 Months Ended | 12 Months Ended |
---|---|---|
Jun. 30, 2017 |
Dec. 31, 2016 |
|
Schedule of Warrants Activity [Abstract] | ||
Warrants Outstanding | 139,145 | |
Warrants Outstanding, Weighted-Average Exercise Price (in Dollars per share) | $ 173.03 | |
Warrants Outstanding, Weighted-Average Remaining Contractual Term | 5 years | 5 years 6 months |
Warrants Exercisable | 135,186 | |
Warrants Exercisable, Weighted-Average Exercise Price (in Dollars per share) | $ 55.30 | |
Warrants Exercisable, Weighted-Average Remaining Contractual Term | 5 years | |
Warrants Issued | 0 | |
Warrants Exercised | 0 | |
Warrants Expired | (2,414) | |
Warrants Expired, Weighted-Average Exercise Price (in Dollars per share) | $ 1,954.66 | |
Warrants Outstanding | 136,731 | |
Warrants Outstanding, Weighted-Average Exercise Price (in Dollars per share) | $ 141.57 |
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) - shares |
Mar. 06, 2017 |
Mar. 01, 2017 |
Aug. 30, 2016 |
---|---|---|---|
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||
Conversion of Stock, Shares Issued (in Shares) | 20,000,000 | ||
Northstar Claims [Member] | |||
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||
Loss Contingency, Damages Sought | Northstar Biotech Group, LLC filed suit against the Company seeking a declaratory judgment as to whether its 20,000,000 Series A Preferred Shares were the subject of the Company’s reverse stock split effective November 4, 2015 | ||
Conversion of Stock, Shares Issued (in Shares) | 20,000,000 | ||
Stock Issued During Period, Shares, Other (in Shares) | 11,000,000 | ||
Percentage of Revenues to be Received as Royalty | 10.00% | ||
Number of Directors | 2 | ||
Equity Method Investment, Ownership Percentage | 5.00% |
NOTE 12 - FAIR VALUE MEASUREMENT (Details) |
2 Months Ended |
---|---|
Mar. 08, 2017 | |
Fair Value Disclosures [Abstract] | |
Percentage of Stock Price Increase | 942.00% |
NOTE 12 - FAIR VALUE MEASUREMENT (Details) - Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation - Embedded Derivative Financial Instruments [Member] - Fair Value, Inputs, Level 3 [Member] - Warrant [Member] |
6 Months Ended |
---|---|
Jun. 30, 2017
USD ($)
| |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance | $ 297,156 |
Net gain for the period included in earnings relating to the liabilities held at December 31, 2016 | (1,891,205) |
Transfers out of Level 3 | (2,188,361) |
Mark-to-market | 1,891,205 |
Balance | $ 0 |
NOTE 13 - SUBSEQUENT EVENTS (Details) |
1 Months Ended |
---|---|
Aug. 31, 2017
shares
| |
Subsequent Event [Member] | |
NOTE 13 - SUBSEQUENT EVENTS (Details) [Line Items] | |
Stock Issued During Period, Shares, Issued for Services | 274,468 |
S
M,96'MOT^WORVOI^KT5%LXN,P-E&GG]>XBDTSMI1\_'-N='[I >/1_#"61\04UP
M AFRMW9KXFZ:G9H@^VI&_#<9AYDA,#-/5V(X?$PNJ D.'T-VKVY-$F=UD3*1
M1-B%<77V "U@U&M^H&MY"C$FQU\K0L4VH2 0:6M S7-!9Z!
M,6MDTO@]>Z(%:0/7_:O[9U>[J>5(%3P+]JNK=5N@+0IJ:.B9Z1 T=S@,-9BX.4#SU
M05)
0,A!Y&;]G3KJD#,#U^97]4ZS=UW+A%AY0
M_A*UZPIZH*2&A@_2/>'X&>9Z;BF9B_\*5Y ^/"CQ.2J4-JZD&JQ#-;-X*8J_
M3+O0<1^GF]MLAFT#TAF0+H!#S,.F1%'Y(W>\S V.Q$R][WEXXMTQ];VI@C.V
M(MYY\=9[K^7N<,C9-1#-,:5/B5LS;(MFJIPI,&Z?)D@H''2=YY5T&]CZ-;_(O?)KV
M;]RT0EMR0>=?-O:_073@I20W?H0Z_\$60T+CPO&C/YMIS";#83__(+9\X_(O
M4$L#!!0 ( %R "$OOJ18TM@$ -(# 9 >&PO=V]R:W-H965TH7B'WDO!>9*Q2R":
M8XY3#%_%[)8(ANQ+"KZ5XLC_@?-M>+JI,(WP])W"_^3?;Q+L(\'^'0'_4.)6
M3/HA"5OU5(-MXC0Y4IJABY.\\BX#>\OCF_P-GZ;]F["-[!PY&X\O&_M?&^,!
MI217.$(M?K#%4%#[A"=.#MSWI@S.V(IXY\5;[[T4G*<9NP2B.>8X
MQ?!53+)$,,^^I.!;*8[\/SC?AN\W%>XC?/]!X?4V0;I)D$:"] /!S:<2MV)N
M/R5AJYXJ,$V<)DM*''2
BK93TK7T6E7TVG?Z%
M-DW '0'W!)_<)00=(7@GA'<)84<(/[H"Z0ADM )JL]O-7%-%TT3PQA'MYU!3
M\]7Y.U&!ITD5D?05UBT2>\B'2999_!?M@PCC32N/$@-Q.OGZ2;8MHG
MJ&%W=C?(_'Z0!1 D,ICEW40K@+CR/# XNUCI<>>!1G 'PS@JP!^.P!QC>=5
M,U0QN6*^(=^5?\93 [B M+%./02LAP#U&"MM0GIY:!3XYD+H4XA@'!G>:HJT
M*1RYKH'-^QA&*+HR50'H+ "<&<:"7LE!0(AA;/80M7R(6@$4);X/^Z*@+]KW
MY1(X0 @&"!]?PQ$8( (J,/K7!&+,OO L[S-=(I%+MR0W?NOW$)#[8DA$457
M)@9=:?WH_LNTU% [$_90B*^L;03VY6?D :G,A:NASBL)])&EYKIOV_5&@N#6
MB#!0$C9_^3#0)4B S,IQOTWTL>5CT580YE&$K]B#&S>".K=OVNNW9(2IC\U>
M"7"48HS-Q]#'O% :-/K8'$H;N&%K[=4.G=8F)F/%3FUR2VO-C[FH.D)KM-E(
M/WO5)L@8GZ#!% 'C,S28U]OD2_AZU_XS+G9)7EKO7,BME]H@;3D73);O/LEY
MWLL/A>8B95M1G5)Y7M2[Y?I"\(/^$G":SY'Q?U!+ P04 " !<@ A+SN_6
M#!8" X!@ &0 'AL+W=ONGK&R"QZHU/Z_['\&'JFJU24?>F0H?=;J_G.3Z
MT':'TAS7P]N$X:2M3N.;DNCRNF;S#U!+ P04 " !<@ A+5+WP"-P!
M!0 &0 'AL+W=O
TVSB!Q!KTS(&%TF^8DRE:BR!S.,/2#8B\H
M]H&V-R"/*'X,2KR@Q ?Z< /RB/X#2KV@U ,BX0WH7I0^YF1>3N8LXM4>1W<+
ME]WM4.KCX-7AM6_#=RI/7:^"H]#F'KC3V@BAP5B&3R;IUCQ'RX!!HVTW,WTY
M7
IPX153
M,]'PVKPY"5DQ;:;R'*E&
G;<
1OUAH7X@)C*16*@+&
M UA1WJ*?Z*#P.R> IJ0I("A5) TN5\VT5M%P[IU5UU/B"5@$5-&D$OLA'T.1
MCBF-1_#5"4-HN(QP5-H(_")7S+.0M-!@\,-*.[(XB4D;\33W%F(V(\NDD_G2)QIX<3JU-(>B8>V/5OLBS%?P]2W3@
MH;A"GP P&4;U$K_;/')H3$X#8)@M%0P)X8X4:V.^MQT!E,)-4<1 UO/$5%A8
MNT&$"\P#C56DGQ!']N\#-U""LM.--,3'KEM1V>YD;"1V5Y'G>
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MX>@73L*F!'50O25$H'/3[Y=B,7?U$
MOG3:.ZICL9"Z/+I<"6RS 1ZT+MC\8&C2,$?=7BD0Q1OMQG.YPULC[WM95/AA
M;X2U!G@QT1A7-O#%Q>Q[;V3XT0ANH&[)UPG'@V[I#+STN0_LY?(*"XN#L(_:
M #9&N40J[:D93%;L,+A,\>KS
4Y1UJP/-83.DT,I[=38[)8NPA>B.X*^QG'?3;T> 'BGF,5ZO-TAAY
MV7L<%]RAC*(6U"G6LC,?$V.!S' (*@#"W#%A"ZJ*WB.2+,Z.$M=T/2-P#)2:
M2Y*;GG<; "P#(<>E_@^L8LU5$4ACHQPZK;3K5)JY5'#[8[S:H+>LR]1BW [\
M]Y_IV=<5S03E]]D-*7:QES9JVJ"M@[%]=O,-M=-3*V>@X8 T2!B\&<(E&73$
M2ASU0)V+0JX+*..3"$EQ#HN,6P$NM;.'PK'85