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): January 16, 2015
BIOHEART, INC.
(Exact Name of Registrant as Specified in Charter)
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Florida
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001-33718
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65-0945967
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(State of incorporation)
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| | (IRS Employer
Identification No.)
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13794 NW 4th Street, Suite 212, Sunrise, Florida
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33325
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(Address of principal executive offices)
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Registrant’s telephone number, including area code: (954) 835-1500
Copies to:
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, NY 10006
Attn.: Marc J. Ross, Esq.
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements include statements
concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of
historical facts. These statements are subject to uncertainties and risks including, but not limited to (i) securing capital for general working purposes, (ii)
changes in governmental policies and regulations, economic conditions, the impact of competition and pricing, and (iii) other risks and in statements filed from
time to time with the Securities and Exchange Commission (the “SEC”). All such forward-looking statements, whether written or oral, and whether
made by or on behalf of the Bioheart, Inc. (the “Company”), are expressly qualified by the cautionary statements and any other cautionary
statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to, and will not, update any forward-looking
statements to reflect events or circumstances after the date hereof.
ITEM 7.01
REGULATION FD DISCLOSURE.
On January 13, 2015, the Company issued a press release announcing that its board of directors has approved a share
repurchase program authorizing the Company to repurchase outstanding common stock when beneficially prudent for the Company and its shareholders. A copy
of the Company’s press release is attached hereto as Exhibit 99.1.
The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can
better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these
types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which
involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate
to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar
words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated
at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information
presented within.
The information in this Current Report on Form 8-K furnished pursuant to Items 7.01 and the press release included as
Exhibit 99.1 of Item 9.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section. This information shall not be incorporated by reference into any registration statement pursuant to the Securities
Act of 1933, as amended. The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a representation that
such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that
is not otherwise publicly available.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
The following exhibits are furnished herewith:
Exhibit No.
Description
99.1
Text of press release issued by Bioheart, Inc. on January 13, 2015.
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.
BIOHEART, INC.
Date: January 16, 2015
By:
/s/ Mike Tomas
Mike Tomas
Chief Executive Officer
Media Contact: Carissa Matton
Bioheart, Inc.
13794 NW 4th Street, Suite 212
Sunrise, Florida 33325
Phone: 772.285.8511
cmatton@bioheartinc.com
For Immediate Release
Bioheart Board of
Directors Authorizes a Repurchase of the Company’s Outstanding Common Stock
________________________________________________________________________
Sunrise, FL – January 13
th, 2015 –
Bioheart, Inc. (BHRT.OB), a biotechnology company focused on the discovery, development and commercialization of
autologous cell therapies a Florida corporation, today announced that its Board of Directors has approved a share repurchase program authorizing the Company to
repurchase outstanding Common Stock when beneficially prudent for the Company and its shareholders.
“Bioheart is committed to maximizing shareholder
returns,” said Mike Tomas, CEO. “Our Board of Directors and our management team believe that over the coming months circumstances may arise whereby
the Company may be able to repurchase its Common Stock which in turn will bolster trading demand over supply and increase our price per share. Our immediate
business goals are to increase top line product and service revenues and complimentary positive cash flows to support our longer-term clinical programs, a new
emerging acquisition strategy, and the aforementioned stock repurchase plan. The regenerative medicine / cell therapy industry is advancing and Bioheart’s
role within the industry is also evolving. Our mandate is to seize upon the opportunities that are readily available, develop new product and services that are
highly sought after and advance therapies that are both clinically and cost effective.”
Repurchases under the share repurchase program may be made from
time to time through open market transactions, privately negotiated transactions or otherwise, as determined by the Company’s management depending upon
market conditions and business needs in compliance with federal securities laws. The share program does not obligate the Company to purchase any particular
amount of common shares and it may be suspended, discontinued or modified at any time at the Company’s discretion and without prior notice.
About Bioheart, Inc.
Bioheart, Inc. is committed to maintaining its leading position within 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. Bioheart’s goals are to cause damaged tissue to be regenerated, when possible,
and to improve a patient's quality of life and reduce health care costs and hospitalizations.
Specific to biotechnology, Bioheart is focused on the discovery, development and,
subject to regulatory approval, commercialization of autologous cell therapies for the treatment of
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chronic and acute heart damage and peripheral vascular disease. Its leading product,
MyoCell, is a clinical muscle-derived cell therapy designed to populate regions of scar tissue within a patient's heart with new living cells for the purpose of
improving cardiac function in chronic heart failure patients. For more information on Bioheart, visit
www.bioheartinc.com, or visit us on Facebook: Bioheart and Twitter
@BioheartInc.
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Forward-Looking Statements: Except for historical matters contained herein, statements made in this press release are
forward-looking statements. Without limiting the generality of the foregoing, words such as "may," "will," "to," "plan,"
"expect," "believe," "anticipate," "intend," "could," "would," "estimate," or
"continue" or the negative other variations thereof or comparable terminology are intended to identify forward-looking statements.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual
results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking
statements. Also, forward-looking statements represent our management's beliefs and assumptions only as of the date hereof. Except as required by law, we assume
no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in
these forward-looking statements, even if new information becomes available in the future.
The Company is subject to the risks and uncertainties described in its filings with the Securities and Exchange Commission,
including the section entitled "Risk Factors" in its Annual Report on Form 10-K for the year ended December 31, 2013, and its Quarterly Report on Form
10-Q for the quarter ended September 30, 2014.
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