UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 13, 2010
BIOHEART, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
| | |
| | |
1-33718 | | 65-0945967 |
| | |
(Commission File Number) | | (IRS Employer Identification No.) |
13794 NW 4th Street, Suite 212
Sunrise, Florida 33325
(Address of principal executive offices, including zip code)
(954) 835-1500
(Registrant’s telephone number, including area code)
Copies to:
Gregory Sichenzia, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | |
| | |
o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry Into a Material Definitive Agreement
Item 3.02. Unregistered Sales of Equity Securities.
On December 13, 2010, Bioheart, Inc. (the “Company”) received a subscription agreement from the holder of the Company’s promissory note having a balance of $101,337.13 pursuant to which the holder agreed to exchange as consideration for the issuance of 675,580 shares of the Company’s common stock, or a price per share of $0.15, together with warrants for the purchase of a total of 337,790 shares of the Company’s common stock at an exercise price per share of $0.18. Copies of the forms of subscription agreement and warrant were filed, respectively, as Exhibits 10.1 and 10.2 to the Company’s current report on Form 8-K, filed on December 6, 2010.
In connection with the common stock issuance, the subscribers received “piggyback” registration rights exercisable under certain circumstances more particularly set forth in the Registration Rights Agreement entered into with noteholder. A copy of the form of Registration Rights Agreement was filed as Exhibit 10.3 to the Company’s current report on 8-K, filed on December 6, 2010.
Item 9.01 Exhibits.
Exhibit Number
Description
10.1
form of Subscription Agreement executed as of December 13, 2010 by the Company with noteholder, incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K, filed on December 6, 2010.
10.2
form of common stock purchase Warrant issued as of December 13, 2010 by the Company to
noteholder, incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K, filed on December 6, 2010.
10.3
form of Registration Rights Agreement executed as of December 13, 2010 by the Company with noteholder, incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K, filed on December 6, 2010.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 17, 2010
| | | | |
| | | | |
| BIOHEART, INC.
| |
| By: | /s/Mike Tomas | |
| | Mike Tomas | |
| | President and Chief Executive Officer | |
Exhibits
10.1
form of Subscription Agreement executed as of December 13, 2010 by the Company with noteholder, incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K, filed on December 6, 2010.
10.2
form of common stock purchase Warrant issued as of December 13, 2010 by the Company to noteholder, incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K, filed on December 6, 2010.
10.3
form of Registration Rights Agreement executed as of December 13, 2010 by the Company with noteholder, incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K, filed on December 6, 2010.
