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): October 20, 2014
INTELLICELL BIOSCIENCES, INC.
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| (Exact name of registrant as specified in its charter) |
| Nevada |
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333-49388 |
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91-1966948 |
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(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
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460 Park Avenue, 17th Fl
New York, NY 10022 |
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(646) 576-8700
Registrant’s telephone number,
including area code
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
On
October 20, 2014, Intellicell Biosciences, Inc., a Nevada corporation (the “Company”) executed a letter agreement
(the “Agreement”) having an effective date of October 10, 2014 (the “Effective Date”) with
Dinosaur Securities, LLC (“Dinosaur”), pursuant to which Dinosaur and its subsidiaries, affiliates, successors
and assigns, shall act as the Company’s advisor and placement agent of investment capital through a private placement transaction.
Furthermore, pursuant to the Agreement, Dinosaur agreed to introduce the Company to certain entities which may be interested in
merging with, being acquired by, or acquiring the Company in exchange for consideration to be paid following a formula specifically
described therein.
The
Agreement provides that, in exchange for the services provided thereunder, Dinosaur shall be entitled to receive a cash fee equal
to ten percent (10%) of the amount of capital raised from Dinosaur Contacts (as such term is defined in the Agreement). In addition,
at closing, the Company shall sell to Dinosaur, and Dinosaur shall purchase from the Company, for $0.001 per each share covered
by the warrants, warrants (the “Warrants”) to purchase ten percent (10%) of the number of shares of common stock obtained
and obtainable by Dinosaur Contacts. The Warrants shall be exercisable on a “cashless exercise” basis over a five
(5) year term. In the event Dinosaur Contacts exercise warrants included in the financing contemplated by the Agreement, Dinosaur
shall be entitled to receive a cash fee of five percent (5%) on the amount of capital raised by the Company on each such occasion
from the Dinosaur Contacts.
The
Agreement further provides that the Company shall sell to Dinosaur, and Dinosaur shall purchase from the Company, for $0.0001
each, a number of warrants equal to five (5%) of the fully diluted shares issued and outstanding for a total consideration of
$1,000. Each such warrant shall have a term of five (5) years and shall be exercisable for one (1) share at an exercise price
of $0.001.
Dinosaur
shall have the right of first refusal in the event the Company, within the period of eighteen (18) months following the closing
of the private placement, intends effectuate any public offering of the Company’s securities.
The
Agreement provides that the Company will indemnify and hold harmless Dinosaur and any Indemnified Party (as such term is defined
in the Agreement) against certain liabilities incurred. The Agreement may be terminated by the Company at any time upon thirty
(30) days prior written notice.
The
foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement,
a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
Item 9.01.
financial statements and exhibits
(a)
Not applicable.
(b)
Not applicable.
(c)
Not applicable.
(d)
Exhibit No. Description:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto
duly authorized.
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INTELLICELL BIOSCIENCES, INC. |
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| Dated: October 20, 2014 |
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By: |
/s/
Dr. Steven Victor |
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Name: Dr. Steven Victor |
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Title: Chief Executive Officer |
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3
Exhibit 10.1
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Dinosaur
Securities, LLC Member FINRA,
SIPC, NFA
470
Park Avenue South,
9th Floor South,
New York, NY
10016
212
448 9944 •
fax 212 448
9130 • www.dinogroup.com
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Intellicell Biosciences. Inc. October 9, 2014
460 Park Avenue, 17th floor
New York, NY 10022
Attention: Steven Victor
MD, Chief Executive Officer
Dear Mr. Victor,
This letter (“Agreement”)
confirms the agreement between Dinosaur Securities, LLC ("Dinosaur") and Intellicell Biosciences, Inc. (the "Company")
with respect to the Company’s engagement of Dinosaur and its subsidiaries, affiliates, successors and assigns, to act as
the Company's advisor and placement agent of investment capital through a private placement transaction.
1. Services and Term. Dinosaur
will assist the Company in raising capital in a financing. The offering structure, terms and conditions of any financing will be
determined by the Company, in its sole discretion. The term of this Agreement (the "Term") shall commence upon its signing
and may be terminated by the Company at any time upon thirty days prior written notice (a “Termination”).
2. Financing Fees. Dinosaur
shall receive for its services a cash fee equal to ten percent (10.00%) of the amount of capital (including but not limited to
convertible securities such as convertible preferred stock, convertible notes and convertible debentures) raised from Dinosaur
Contacts (as defined in paragraph 3 below) with such cash fee payable by wire transfer out of the closing proceeds of each financing(s)
from an escrow account established by Dinosaur or the Companies counsel for this purpose. In addition, at closing the Company shall
sell to Dinosaur, and Dinosaur shall purchase from the Company, for $0.001 per each share covered by the warrants, warrants (the
“Warrants”) to purchase ten percent (10.00%) of the number of shares of Common Stock obtained and obtainable by Dinosaur
Contacts whether such shares of Common Stock are: (i) purchased directly, (ii) obtainable through conversion of notes, debentures
or preferred stock issued in a financing(s), and (iii) obtainable upon exercise of warrants received in a financing. The Warrants
shall be exercisable over a five year term and shall be exercisable on a “cashless exercise” basis throughout the term
as well as assignable to others at Dinosaurs discretion. The exercise price of all Warrants issued in a financing shall be equal
to the lowest common stock purchase price or the conversion price of a convertible security paid by investors in the financing.
Dinosaur shall be entitled to “piggy back” registration rights pursuant to which the Company agrees to register the
shares underlying the Warrants on any registration statement filed by the Company, including the registration for the investors
in the financing. Dinosaur shall be entitled to one demand registration right on form S-3 or other suitable form with respect to
all shares of the Company’s common stock issuable upon exercise of the Warrants. Such demand registration rights shall obligate
the Company to file a registration statement for such shares upon written notice from Dinosaur, within 30 days after the 12th
month of the date of this Agreement if such common stock and the shares underlying the warrants detailed herein have not already
been registered at the Company’s expense. In the event any Dinosaur Contacts exercise warrants included in the financing
contemplated herein, Dinosaur shall receive a cash fee of five percent (5.00%) on the amount of capital raised by the Company on
each such occasion from the Dinosaur Contacts.
3. Dinosaur Contacts.
At the end of the Term, Dinosaur shall submit to the Company a written list of investors (“Dinosaur Contacts”)
Dinosaur has approached on the Company’s behalf. Dinosaur Contacts shall be deemed to include the affiliates of such
Dinosaur Contacts and any third party investor who learns of the financing or the Company through a Dinosaur Contact or the
efforts of Dinosaur. Notwithstanding a Termination, Dinosaur shall have the exclusive right to contact the Dinosaur Contacts
and Dinosaur shall have the right to earn the compensation, described in section 2 above, resulting from a Dinosaur Contact
providing financing to the Company, even if a Dinosaur Contact(s) provides financing to the Company in another transaction
not related to the financing contemplated hereby until 18 months from Termination. The Company shall not circumvent
Dinosaur’s exclusive relationship with the Dinosaur Contacts.
Dinosaur Group International
New York / London / Sao Paulo / Miami
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Dinosaur
Securities, LLC Member FINRA,
SIPC, NFA
470
Park Avenue South,
9th Floor South,
New York, NY
10016
212 448
9944 • fax
212 448 9130 • www.dinogroup.com
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4. Expenses reimbursement.
The Company hereby agrees to pay or reimburse all reasonable documented costs and expenses incurred by Dinosaur in connection
with its obligations and duties hereunder, including but not limited to, (a) the cost of printing, mailing or overnight delivery
of information memoranda/ private placement memoranda and other documents, (b) the cost and expense of due diligence and communication
with prospective investors and (c) travel associated therewith. Any expense in excess of $1,000_will require prior approval from
the Company. A non-refundable deposit of $10,000 per month will be paid to Dinosaur upon signing of this agreement. These amounts
will be credited to the Financing Fee’s described in Section 2 above upon a closing.
5. Warrant Purchase and Terms.
The Company shall sell to Dinosaur, and Dinosaur shall purchase from the Company, for $0.0001 each, a number of warrants (“Warrants”)
equal to 5% of the fully diluted shares issued and outstanding for a total consideration of $1,000. Each Warrant will be exercisable
for one (1) share. The exercise price of the Warrant shall be $0.001. The Warrants shall have a Term of five (5) years. The Warrants
shall include a cashless exercise provision throughout the Term. Dinosaur shall be entitled to “piggy back” registration
rights, pursuant to which the Company agrees to register the shares underlying the Warrants detailed herein on any Form S-1 or
S-3 registration statement filed by the Company as well as one demand registration right detailed in Section 2 above.
6. Mergers and Acquisitions.
Dinosaur shall introduce the Company to certain companies (“Target Company”) which may be interested in merging with,
being acquired by the Company or acquiring the Company. Each Target Company must be approved in writing by the Company, and is
included on the attached list of Target Companies as exhibit A. From time to time, Dinosaur may submit via email or fax additional
potential Target Companies and the Company shall have the right for 3 full business days to review the list of proposed additional
Target Companies and by the end of the third day, by fax or e-mail communications, the Company may reject selected additional Target
Companies from the list. Any contacts submitted by Dinosaur that are not rejected in writing by the Company shall be considered
included as Target Companies and added to Exhibit A.
If the Company enters into a merger,
acquisition, or sale transaction with a party introduced by Dinosaur, then Dinosaur shall be entitled to receive a fee based on
the amount of consideration paid according to the following standard Lehman formula:
5% of the first $2 Million;
4% of the following $2 Million;
3% of the following $2 Million;
2% of the following $2 Million;
And 1% of
the balance of the value of the transaction.
For the purposes of this Agreement,
“Consideration” means the aggregate value, whether in cash, securities, assumption (or purchase subject to) of debt
or liabilities, license fees, royalty fees, joint venture interests or other property, obligations or services, paid or payable
by or to the Company directly or indirectly (in escrow or otherwise) or otherwise assumed in connection with a Transaction. The
value of such consideration shall be determined as follows: (a) the value of securities, liabilities, obligations, property and
services shall be the fair market value mutually determined by Dinosaur and the Company at the date of closing of the transaction,
and (b) the value of indebtedness assumed shall be the face amount.
Dinosaur Group International
New York / London / Sao Paulo / Miami
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Dinosaur
Securities, LLC Member FINRA,
SIPC, NFA
470
Park Avenue South,
9th Floor South,
New York, NY
10016
212 448
9944 • fax
212 448 9130 • www.dinogroup.com
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If consideration
payable in a Transaction includes contingent payments to be calculated by references to uncertain future occurrences, such as future
financial or business performance, then any fees of Dinosaur’s relating to such consideration shall be payable at the earlier
of (i) the receipt of such Consideration or (ii) the time that the amount of such Consideration can be determined.
Notwithstanding a Termination,
Dinosaur shall have the exclusive right to contact the Target Company and Dinosaur shall have the right to earn the compensation,
described above for a period up to and including the 18th month from Termination. The Company shall not circumvent Dinosaur’s
exclusive relationship with the Target Company.
7. Limitation upon the Use of
Advice and Services
| (a) | Any document, advice, opinion or analysis provided by Dinosaur hereunder will be solely for the
use and benefit of the Board of Directors and senior management of the Company and will not be quoted, reproduced, summarized,
or otherwise disclosed without Placement Agent’s prior written consent. |
| (b) | The Company hereby acknowledges that Dinosaur, for services rendered as contemplated by this Agreement,
makes no commitment whatsoever to make a market in any of the Company’s securities on any stock exchange or in any electronic
marketplace. Any decision by Dinosaur to make a market in any of the Company’s securities shall be based solely on the independent
judgment of Placement Agent’s management, employees, and agents and pursuant to all applicable rules and regulations. |
| (c) | Use of Dinosaurs name in annual reports or any other report of the Company or releases by the media,
(internet, radio, TV, newspapers, etc.) by the Company or Company sponsor reports or releases requires the prior written approval
of Dinosaur whether or not required by law. |
8. Right of First Refusal.
Upon closing of the Private Placement, the Company will grant Dinosaur an eighteen (18) month right of first refusal to act as
placement agent and advisor on any future private placement of the Company’s securities or as co-lead managing underwriter
on any public offering of the Company’s securities. It is understood that if another party provides the Company with written
terms with respect to a future securities offering (“Written Offering Terms”), the Company shall promptly present same
to Dinosaur. Dinosaur shall have five (5) business days from its receipt of the Written Offering Terms in which to determine whether
or not to accept such offer.
9. Governing Law, Benefits,
Modifications and Survival. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State
of New York applicable to agreements made and to be fully performed therein. The invalidity, illegality
or unenforceability of any provision of this Agreement shall in no way effect the validity, legality or enforceability or any other
provision of this Agreement. In the event of any dispute arising out of this Agreement, the Company and Dinosaur waive any
right to a trial under Federal or state law and agree instead to submit any dispute hereunder to the American Arbitration Association
for binding arbitration in New York. The arbitration award shall grant a reimbursement to the prevailing party of all of its fees
and expenses, including attorney's fees. The benefits of this Agreement shall inure to the respective successors and assigns of
the parties hereto, and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their
respective successors and assigns. This Agreement may not be modified or amended except in writing signed by the parties hereto.
Paragraphs 2, 3, 5, 6, 7, 8, 10 and 14 shall survive the Termination of this Agreement.
Dinosaur Group International
New York / London / Sao Paulo / Miami
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Dinosaur
Securities, LLC Member FINRA,
SIPC, NFA
470
Park Avenue South,
9th Floor South,
New York, NY
10016
212 448
9944 • fax
212 448 9130 • www.dinogroup.com
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10. Indemnification. The
Company agrees that it shall indemnify and hold harmless, Dinosaur, its stockholders, directors, officers, employees, agents, affiliates
and controlling persons within the meaning of Section 20 of the Securities Exchange Act of 1934 and Section 15 of the Securities
Act of 1933, each as amended (any and all of whom are referred to as an "Indemnified Party"), from and against any and
all losses, claims, damages, liabilities, or expenses, and all actions in respect thereof (including, but not limited to, all legal
or other expenses reasonably incurred by an Indemnified Party in connection with the investigation, preparation, defense or settlement
of any claim, action or processing, whether or not resulting in any liability), incurred by an Indemnified Party: (a) arising out
of, or in connection with, any actions taken or omitted to be taken by the Company, its affiliates, employees or agents, or any
untrue statement or alleged untrue statement of a material fact contained in any of the financial or other information contained
in the registration statement and/or other information furnished to Dinosaur by or on behalf of the Company, or the omission or
alleged omission of a material fact required to be stated therein or necessary, provided such information is furnished by the Company,
to make the statements therein, in light of the circumstances under which they were made, not misleading; or (b) with respect to,
caused by, or otherwise arising out of any transaction contemplated by the Agreement or Dinosaur's performing the services contemplated
hereunder; provided, however, the Company will not be liable under clause (b) hereof to the extent, and only to the extent, that
any loss, claim, damage, liability or expense is finally judicially determined to have resulted primarily from Dinosaur's gross
negligence, breach of agreement or bad faith in performing such services.
If the indemnification provided
for herein is conclusively determined (by an entry of final judgment by a court of competent jurisdiction and the expiration of
the time or denial of the right to appeal) to be unavailable or insufficient to hold any Indemnified Party harmless in respect
to any losses, claims, damages, liabilities or expenses referred to therein, then the Company shall contribute to the amounts paid
or payable by such Indemnified Party in such proportion as is appropriate and equitable under all circumstances, taking into account
the relative benefits received by the Company on the one hand and Dinosaur on the other, from the transaction or proposed transaction
under the Agreement or, if allocation on that basis is not permitted under applicable law, in such proportion as is appropriate
to reflect not only the relative benefits received by the Company on the one hand and Dinosaur on the other, but also the relative
fault of the Company and Dinosaur; provided, however, in no event shall the aggregate contribution of Dinosaur and/or any Indemnified
Party be in excess of net compensation actually received by Dinosaur and such Indemnified Party pursuant to this Agreement. The
Company shall not settle or compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or
threatened action, claim, suit or proceeding in which any Indemnified Party is or could be a party and as to which Indemnification
or contribution could have been sought by such Indemnified Party hereunder (whether or not such Indemnified Party is a party thereto),
unless such consent or termination includes an express unconditional release of such Indemnified Party, reasonably satisfactory
in form and substance to such Indemnified Party, from all losses, claims, damages, liabilities or expenses arising out of such
action, claim, suit or proceeding.
The foregoing indemnification and
contribution provisions are not in lieu of, but in addition to, any rights which any Indemnified Party may have at common law hereunder
or otherwise, and shall remain in full force and effect following the expiration or termination of Dinosaur's engagement and shall
be binding on any successors or assigns of the Company and successors or assigns to all or substantially all of the Company's business
or assets.
11. Best Efforts Offering.
The Company expressly acknowledges and agrees that Dinosaur's obligations hereunder are on a best efforts offering basis only and
that the execution of this Agreement does not constitute a commitment by Dinosaur to purchase any securities and does not ensure
a successful financing or the success of Dinosaur with respect to finding any financing for the Company.
12. Company Information.
The Company represents and warrants that, as of the date of this Agreement and at all times thereafter during the Term, the information
and documentation provided by the Company to Dinosaur and Dinosaur Contacts will not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under
which they are made, not misleading. The Company recognizes and confirms that Dinosaur in acting pursuant to this engagement will
be using information provided by or on behalf of the Company, and that Dinosaur does not assume responsibility for and may rely,
without independent verification, on the accuracy and the completeness of any such reports and information prepared or provided
by the Company. The financial statements provided by the Company will present fairly the financial position of the Company as of
the dates indicated and the results of its operations for the periods specified; and said financial statements will have been prepared
in conformity with generally accepted accounting principles (as described therein), applied on a basis which is consistent during
the periods involved. Subject to compliance with applicable securities laws, the Company agrees to provide Dinosaur with (i) prompt
notice of any material development affecting the Company, and (ii) such other information concerning the business and financial
condition of the Company as Dinosaur may from time to time reasonably request.
Dinosaur Group International
New York / London / Sao Paulo / Miami
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Dinosaur
Securities, LLC Member FINRA,
SIPC, NFA
470
Park Avenue South,
9th Floor South,
New York, NY
10016
212 448
9944 • fax
212 448 9130 • www.dinogroup.com
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13. Legal Relationship.
Nothing contained in this Agreement shall be construed to place Dinosaur and the Company in the relationship of partners or joint
venturers. Neither Dinosaur nor the Company shall represent itself as the legal representative of the other for any purpose whatsoever
nor shall either have the power to obligate or bind the other in any manner whatsoever. Dinosaur, in performing its services hereunder,
shall at all times be an independent contractor.
14. Confidentiality. Dinosaur
agrees to maintain strictly confidential proprietary information regarding the company which it becomes aware of in connection
with its engagement hereunder except as may be required to perform its duties hereunder, and in such case only to the extent of
company information provided to Dinosaur for the purpose of discussions with potential investors. This confidentiality provision
will survive termination of this agreement.
If the foregoing conforms to your understanding,
please sign, date and return to us the enclosed copy of this letter.
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Very truly yours, |
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DINOSAUR SECURITIES, LLC |
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By: |
/s/ Arthur B. Whitcomb, Jr. |
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Arthur B. Whitcomb, Jr., Managing
Director
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Agreed and Accepted this 10th day
of October, 2014
INTELLICELL BIOSCIENCES, INC.
By: /s/ Steven Victor MD
Steven Victor MD, Chief Executive Officer
Dinosaur Group International
New York / London / Sao Paulo / Miami
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Dinosaur
Securities, LLC Member FINRA,
SIPC, NFA
470
Park Avenue South,
9th Floor South,
New York, NY
10016
212 448
9944 • fax
212 448 9130 • www.dinogroup.com
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Exhibit A
Target Companies:
The following is a list of Target Companies as per Section 6 of
this Agreement:
Dinosaur Group International
New York / London / Sao Paulo / Miami