USRM / U.S. Stem Cell, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

U.S. Stem Cell, Inc.
US ˙ OTCPK

Mga Batayang Estadistika
CIK 1388319
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to U.S. Stem Cell, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
May 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☑ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F

April 14, 2023 EX-21

Subsidiary List

Exhibit 21 US Stem Cell Training Vetbiologics U.S. Stem Cell Clinic, LLC 0% Member Interest Regenerative Wellness Clinic, LLC 0% Member Interest U.S. Stem Cell Clinic of The Villages LLC 49.9% Member Interest

April 14, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to U.S. STEM CELL, INC. (Exact name of registrant as specified in its chart

March 31, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-K 1 usstem20230320nt10k.htm FORM NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☑ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report

November 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 U.S. STEM CELL,

August 22, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 U.S. STEM CELL, INC.

August 15, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☑ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For

July 27, 2022 CORRESP

July 27, 2022

July 27, 2022 Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Attn: Aamira Chaudhry & Doug Jones This letter is in response to the letter received on June 27th, 2022.

July 8, 2022 EX-21

Subsidiary List

Exhibit 21 US Stem Cell Training Vetbiologics U.S. Stem Cell Clinic, LLC 0% Member Interest Regenerative Wellness Clinic, LLC 0% Member Interest U.S. Stem Cell Clinic of The Villages LLC 49.9% Member Interest

July 8, 2022 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment One

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment One ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2021 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to U.S. STEM CELL, INC. (Exact name of registrant as specif

May 23, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 U.S. STEM CELL, INC.

May 16, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 usstem20220516nt10q.htm FORM NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☑ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on

March 31, 2022 EX-21

Subsidiary List

Exhibit 21 US Stem Cell Training Vetbiologics U.S. Stem Cell Clinic, LLC 0% Member Interest Regenerative Wellness Clinic, LLC 0% Member Interest U.S. Stem Cell Clinic of The Villages LLC 49.9% Member Interest

March 31, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2021 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to U.S. STEM CELL, INC. (Exact name of registrant as specified in its chart

March 9, 2022 8-K/A

Other Events

U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) March 4, 2022 Commission File No. 001-33718 U.S. STEM CELL, INC. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employer Identificat

March 9, 2022 8-K

Other Events

U.S. 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) March 4, 2022 Commission File No. 001-33718 U.S. STEM CELL, INC. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employer Identificatio

November 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 U.S. STEM CELL,

September 13, 2021 253G2

OFFERING CIRCULAR Dated: September 10, 2021 PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 U.S. STEM CELL, INC. 1560 Sawgrass Corporate Pkwy, 4th FL Sunrise, Florida 33323 (954) 835-1500 250,000,000 Shares of Common Stock at a price of $0.01

Filed pursuant to Rule 253(g)(2) File No. 024-11617 OFFERING CIRCULAR Dated: September 10, 2021 PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 U.S. STEM CELL, INC. 1560 Sawgrass Corporate Pkwy, 4th FL Sunrise, Florida 33323 (954) 835-1500 250,000,000 Shares of Common Stock at a price of $0.01 per Share Minimum Investment: $25,000 Maximum Offering: $2,500,000 See The Offering - Page 11 and

September 9, 2021 CORRESP

1560 Sawgrass Corporate Pkwy, 4th FL Sunrise, Florida 33323 (954) 835-1500

September 9, 2021 Via EDGAR Securities and Exchange Commission Division of Corporate Finance Washington, D.

August 30, 2021 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX1A-11 CONSENT 4 ex278967.htm CONSENT EXHIBIT 1A-11.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form 1A of our report dated July 15, 2021 on the financial statements of U.S. Stem Cell, Inc. and the reference to our firm under the heading “Experts” in the prospectus included in this Registration St

August 30, 2021 EX1A-12 OPN CNSL

JOSEPH I. EMAS ATTORNEY AT LAW 525 93 Street Surfside, Florida 33154 (305) 531-1174

EXHIBIT 1A-12.1 JOSEPH I. EMAS ATTORNEY AT LAW 525 93 Street Surfside, Florida 33154 (305) 531-1174 [email protected] August 27, 2021 U.S. Stem Cell, Inc. 1560 Sawgrass Corporate Pkwy, 4th FL Sunrise, Florida 33323 Re: Form 1-A Ladies and Gentlemen: I am counsel for U.S. Stem Cell, Inc., a Florida corporation (the “Company”), in connection with the proposed public offering by the Company un

August 30, 2021 PART II AND III

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A, TIER II Dated: August 27, 2021 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 U.S. STEM CELL, INC. (Exact name of issuer as specified in its charter) (State of ot

SEC File No. U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A, TIER II Dated: August 27, 2021 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 U.S. STEM CELL, INC. (Exact name of issuer as specified in its charter) Florida (State of other jurisdiction of incorporation or organization) 1560 Sawgrass Corporate Pkwy, 4th FL Sunrise, Florida 33323 (954) 835-1500 (Ad

August 30, 2021 EX1A-4 SUBS AGMT

U.S. STEM CELL, INC- SUBSCRIPTION AGREEMENT Regulation A- Tier II

EXHIBIT 1A-4.1 U.S. STEM CELL, INC- SUBSCRIPTION AGREEMENT Regulation A- Tier II Name of Investor: (Print) Mike Tomas U.S. Stem Cell, Inc. Re: U.S. STEM CELL, INC. – Shares of Common Stock (the “Shares”) Gentlemen: 1. Subscription. The undersigned hereby tenders this subscription and applies to purchase the number of Shares in U.S. Stem Cell, Inc., a Florida corporation (the “Company”) indicated b

August 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 U.S. STEM CELL, INC.

July 16, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 U.S. STEM CELL, INC.

July 16, 2021 EX-21

Exhibit 21

EX-21 2 ex260531.htm EXHIBIT 21 Exhibit 21 US Stem Cell Training Vetbiologics U.S. Stem Cell Clinic, LLC 49.9% Member Interest Regenerative Wellness Clinic, LLC 49.9% Member Interest U.S. Stem Cell Clinic of The Villages LLC 49.9% Member Interest

July 16, 2021 EX-21

Exhibit 21

Exhibit 21 US Stem Cell Training Vetbiologics U.S. Stem Cell Clinic, LLC 49.9% Member Interest Divested March 2021 Regenerative Wellness Clinic, LLC 49.9% Member Interest Divested October 2019 U.S. Stem Cell Clinic of The Villages LLC 49.9% Member Interest

July 16, 2021 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2020 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to U.S. STEM CELL, INC. (Exact name of registrant as specified in its chart

July 16, 2021 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2019 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to U.S. STEM CELL, INC. (Exact name of registrant as specified in its chart

July 16, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 U.S. STEM CELL, INC.

July 16, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 U.S. STEM CELL,

July 16, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 U.S. STEM CELL, INC.

May 15, 2020 8-K

Other Events

U.S. 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) May 15, 2020 Commission File No. 001-33718 U.S. STEM CELL, INC. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employer Identification

March 31, 2020 8-K

Other Events

U.S. 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) March 31, 2020 Commission File No. 001-33718 U.S. STEM CELL, INC. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employer Identificati

March 30, 2020 NT 10-K

USRM / U.S. Stem Cell, Inc. NT 10-K - - FORM NT 10-K

OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response .

November 6, 2019 10-Q

USRM / U.S. Stem Cell, Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 U.S. STEM CELL,

November 6, 2019 EX-31.01

Certification of Chief Executive Officer and Chief Financial Officer (Principal Accounting Officer) pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.1 Certification of Chief Executive Officer and Principal Accounting Officer I, Mike Tomas, certify that: 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 st

November 6, 2019 EX-32.01

Certifications of Chief Executive Officer and Chief Financial Officer (Principal Accounting Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Mike Tomas, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge, U.S. Stem Cell, Inc.’s Quarterly Report on Form 10-Q for

October 24, 2019 EX-10.1

Assignment and Assumption of Lease by and between the Company, American Cell Technology, LLC, and Sawgrass Business Plaza, LLC, dated October 24, 2019.

Exhibit 10.1 ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is entered into this 24th of September, 2019, by and between U.S. STEM CELL, INC., a Florida corporation, (“Assignor”), AMERICAN CELL TECHNOLOGY LLC, a Florida limited liability company (“Assignee”) and is joined by SAWGRASS BUSINESS PLAZA, LLC, a Florida limited liability company (“Landlord

October 24, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

U.S. 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 24, 2019 Commission File No. 001-33718 U.S. STEM CELL, INC. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employer Identifica

October 15, 2019 8-K

Current Report

U.S. 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 15, 2019 Commission File No. 001-33718 U.S. STEM CELL, INC. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employer Identifica

September 27, 2019 EX-10.2

Letter Agreement on Stem Cell Processing and Storage by and between the Company and American Cell Technology, LLC, dated September 24, 2019

Exhibit 10.2 U.S. Stem Cell, Inc. assigns all of its rights, and delegates all of its responsibilities (excluding any liability resulting from U.S. Stem Cell, Inc’s own conduct) to American Cell Technology LLC (“ACT”) under all Stem Cell Processing and Storage Agreements and similar agreements (“Agreements”) related to human tissue banking, on the following terms and conditions: 1. This assignment

September 27, 2019 EX-10.1

Termination and Release Agreement by and between GACP, the Company, and Michael Tomas and Kristin Comella dated September 24, 2019.

Exhibit 10.1 TERMINATION AND RELEASE AGREEMENT This Termination and Release Agreement ("Agreement") is made and entered into by and among GACP Stem Cell Bank LLC, a Florida limited liability company ("Company"), U.S. Stem Cell, Inc., a Florida corporation ("US Stem Cell"), and Michael Tomas and Kristin Comella (“Key Persons” and collectively, with US Stem Cell, and the Company, the “Parties”), dat

September 27, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

U.S. 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) September 24, 2019 Commission File No. 001-33718 U.S. STEM CELL, INC. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employer Identifi

September 6, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

U.S. 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) September 1, 2019 Commission File No. 001-33718 U.S. STEM CELL, INC. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employer Identific

August 7, 2019 10-Q

USRM / U.S. Stem Cell, Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 U.S. STEM CELL, INC.

June 21, 2019 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

U.S. 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) June 3, 2019 Commission File No. 001-33718 U.S. STEM CELL, INC. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employer Identification

June 6, 2019 8-K

Other Events

U.S. 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) June 3, 2019 Commission File No. 001-33718 U.S. STEM CELL, INC. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employer Identification

June 4, 2019 8-K

Other Events

U.S. 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) May 30, 2019 Commission File No. 001-33718 U.S. STEM CELL, INC. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employer Identification

May 7, 2019 10-Q

USRM / U.S. Stem Cell, Inc. 10-Q Quarterly Report FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 U.S. STEM CELL, INC.

May 7, 2019 EX-10.28

Second Amendment to Lease Agreement between the Registrant and Sawgrass Business Plaza, LLC, as amended, dated November 17, 2017.

EXHIBIT 10.28 SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (this “Amendment") is entered into this 23rd day of April, 2019 ("Effective Date") by and between SAWGRASS BUSINESS PLAZA, LLC, a Florida limited liability company ("Landlord"), whose address is c/o Morris Southeast Group, Inc., 13798 N W 4th Street, Suite 310, Sunrise, FL 33325 and U.S. STEM CELL, INC., a Florida corporation (

March 13, 2019 EX-21

Subsidiary List

Exhibit 21 US Stem Cell Training Vetbiologics U.S. Stem Cell Clinic, LLC 49.9% Member Interest Regenerative Wellness Clinic, LLC 49.9% Member Interest U.S. Stem Cell Clinic of The Villages LLC 49.9% Member Interest

March 13, 2019 10-K

USRM / U.S. Stem Cell, Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2018 Commission File Number 001-33718 U.S. STEM CELL, INC. (Exact name of registrant as specified in its charter) Florida 65-0945967 (State or other jurisdiction of incorporation or organization

February 1, 2019 8-K

Current Report

U.S. 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 31, 2019 Commission File No. 001-33718 U.S. STEM CELL, INC. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employer Identifica

November 7, 2018 EX-3.4

Amendment to Asset Sale and Lease Agreement between U.S. Stem Cell, Inc. and GACP Stem Cell Bank LLC., dated June 18, 2018

Exhibit 3.4 AMENDMENT TO ASSET SALE AND LEASE AGREEMENT This AMENDMENT TO ASSET SALE AND LEASE AGREEMENT (this “Amendment”) is signed this day of June 2018 but is effective as of the 9th day of May 2018 (the “Effective Date”), by and between GACP STEM CELL BANK LLC, a Florida limited liability company (“Lessor”), and U.S. STEM CELL, INC., a Florida corporation (“Lessee”). Lessor and Lessee are som

November 7, 2018 10-Q

USRM / U.S. Stem Cell, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 U.S. STEM CELL,

August 8, 2018 10-Q

USRM / U.S. Stem Cell, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 U.S. STEM CELL, INC.

August 8, 2018 EX-3.4

Amendment to Asset Sale and Lease Agreement between U.S. Stem Cell, Inc. and GACP Stem Cell Bank LLC., dated June 18, 2018

Exhibit 3.4 AMENDMENT TO ASSET SALE AND LEASE AGREEMENT This AMENDMENT TO ASSET SALE AND LEASE AGREEMENT (this “Amendment”) is signed this 18 day of June 2018 but is effective as of the 9th day of May 2018 (the "Effective Date"), by and between GACP STEM CELL BANK LLC, a Florida limited liability company ("Lessor"), and U.S. STEM CELL, INC., a Florida corporation ("Lessee"). Lessor and Lessee are

May 9, 2018 10-Q

USRM / U.S. Stem Cell, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 U.S. STEM CELL, INC.

May 9, 2018 EX-32.01

Certifications of Chief Executive Officer and Chief Financial Officer (Principal Accounting Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Mike Tomas, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge, U.S. Stem Cell, Inc.’s Quarterly Report on Form 10-Q for

May 9, 2018 EX-31.01

Certification of Chief Executive Officer and Chief Financial Officer (Principal Accounting Officer) pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.1 Certification of Chief Executive Officer and Principal Accounting Officer I, Mike Tomas, certify that: 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 st

April 26, 2018 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

U.S. 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) April 23, 2018 Commission File No. 001-33718 U.S. STEM CELL, INC. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employer Identificati

April 26, 2018 EX-16.1

Letter of Fiondella, Milone & LaSaracina LLP to the Securities and Exchange Commission dated April 26, 2018.

EXHIBIT 16.1 April 26, 2018 Securities and Exchange Commission 100 F Street, N.W. Washington, DC 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of U.S. Stem Cell, Inc.'s Form 8-K dated April 23, 2018 to be filed with the Securities and Exchange Commission, and agree with the statements concerning our Firm under Item 4.01(a) in such Form 8-K. We have no basis to agree or disagree with other st

April 26, 2018 10-K/A

USRM / U.S. Stem Cell, Inc. 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2017 Commission File Number 001-33718 U.S. STEM CELL, INC. (Exact name of registrant as specified in its charter) Florida 65-0945967 (State or other jurisdiction of incorporation o

April 16, 2018 10-K

USRM / U.S. Stem Cell, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2017 Commission File Number 001-33718 U.S. STEM CELL, INC. (Exact name of registrant as specified in its charter) Florida 65-0945967 (State or other jurisdiction of incorporation or organization

April 16, 2018 EX-10.27

First Amendment to Lease Agreement between the Registrant and Sawgrass Business Plaza, LLC, as amended, dated November 17, 2017.

Exhibit 10.27 FIRST AMENDMENT TO LEASE This FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 17th of November, 2017, and forms a part of that certain Office Lease agreement dated February 4, 2016 (the “Lease”), by and between Sawgrass Business Plaza, LLC, a Florida limited liability company, as lessor (“Landlord”), whose address is c/o Morris Southeast Group, Inc , 1730 Main

April 16, 2018 EX-21

Subsidiary List

Exhibit 21 US Stem Cell Training Vetbiologics, US Stem Cell Clinic, LLC (partially owned subsidiary of U.S. Stem Cell, Inc.) Regenerative Wellness Clinic, LLC (partially owned subsidiary of U.S. Stem Cell, Inc.) U.S. Stem Cell Clinic of The Villages LLC (partially owned minority interest held by U.S. Stem Cell, Inc.)

April 2, 2018 NT 10-K

USRM / U.S. Stem Cell, Inc. NT 10-K

NT 10-K 1 usstemcell-nt10k123117.htm NT 10-K OMB APPROVAL OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 001-33718 CUSIP NUMBER 90350U100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☑ Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR o Form

November 7, 2017 EX-31.01

Certification of Chief Executive Officer and Chief Financial Officer (Principal Accounting Officer) pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Exhibit 31.1 Certification of Chief Executive Officer and Principal Accounting Officer I, Mike Tomas, certify that: 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 st

November 7, 2017 10-Q

USRM / U.S. Stem Cell, Inc. 10-Q (Quarterly Report)

10-Q 1 usstemcell10q093017.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 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 Commission Fil

November 7, 2017 EX-32.02

Certifications of Chief Executive Officer and Chief Financial Officer (Principal Accounting Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Mike Tomas, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge, U.S. Stem Cell, Inc.’s Quarterly Report on Form 10-Q for

September 13, 2017 8-K

Entry into a Material Definitive Agreement

U.S. 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) August 31, 2017 Commission File No. 001-33718 U.S. STEM CELL, INC. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employer Identificat

August 8, 2017 EX-31.01

Certification of Chief Executive Officer and Chief Financial Officer (Principal Accounting Officer) pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Exhibit 31.01 Certification of Chief Executive Officer and Principal Accounting Officer I, Mike Tomas, certify that: 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

August 8, 2017 10-Q

USRM / U.S. Stem Cell, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ 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 Commission File Number: 001-33718 U.S. STEM CELL, INC.

August 8, 2017 EX-32.01

Certifications of Chief Executive Officer and Chief Financial Officer (Principal Accounting Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

Exhibit 32.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Mike Tomas, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge, U.S. Stem Cell, Inc.’s Quarterly Report on Form 10-Q for

May 2, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 U.S. STEM CELL, INC.

May 2, 2017 EX-32.01

Certifications of Chief Executive Officer and Chief Financial Officer (Principal Accounting Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Mike Tomas, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge, U.S. Stem Cell, Inc.’s Quarterly Report on Form 10-Q for

May 2, 2017 EX-31.01

Certification of Chief Executive Officer and Chief Financial Officer (Principal Accounting Officer) pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Exhibit 31.1 Certification of Chief Executive Officer and Principal Accounting Officer I, Mike Tomas, certify that: 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 s

March 15, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33718 U.S. STEM CELL,

March 15, 2017 EX-21

Exhibit 21

Exhibit 21 US Stem Cell Training Vetbiologics, US Stem Cell Clinic, LLC (partially owned subsidiary of U.S. Stem Cell, Inc.)

March 8, 2017 EX-10.1

Non-Competition and Non-Solicitation Agreement between U.S. Stem Cell, Inc. and GACP Stem Cell Bank LLC., dated March 3, 2017.

Exhibit 10.1 GACP STEM CELL BANK LLC NON-COMPETITION AND NON-SOLICITATION AGREEMENT This Non-Competition and Non-Solicitation Agreement (this ? Agreement?), dated as of March 3, 2017 (the ? Closing Date?), is entered into between GACP Stem Cell Bank LLC, a Florida limited liability company (" Company"), U.S. Stem Cell, Inc., a Florida corporation (" U.S. Stem Cell"), and Michael Tomas and Kristin

March 8, 2017 EX-2.1

Asset Sale and Lease Agreement between U.S. Stem Cell, Inc. and GACP Stem Cell Bank LLC., dated March 3, 2017.

Exhibit 2.1 ASSET SALE AND LEASE AGREEMENT This Asset Sale and Lease Agreement (this " Agreement"), is made and entered into as of this 3rd day of March, 2017 (the ? Closing Date?), by and between GACP STEM CELL BANK LLC, a Florida limited liability company (" Lessor") and U.S. STEM CELL, INC., a Florida corporation (" Lessee"). RECITALS WHEREAS, Lessee desires to sell to Lessor and Lessor desires

March 8, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

U.S. 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) March 3, 2017 Commission File No. 001-33718 U.S. STEM CELL, INC. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employer Identificatio

March 8, 2017 EX-2.3

Customer Purchase Agreement between U.S. Stem Cell, Inc. and GACP Stem Cell Bank LLC., dated March 3, 2017.

Exhibit 2.3 CUSTOMER PURCHASE AGREEMENT THIS CUSTOMER PURCHASE AGREEMENT is made and entered into as of the 3rd day of March, 2017 (the ? Closing Date?), by and among GACP Stem Cell Bank LLC, a Florida limited liability company (? Buyer?) and U.S. Stem Cell, Inc., a Florida corporation (? Seller?). WITNESSETH: WHEREAS, Buyer and Seller are parties to that certain Asset Sale and Lease Agreement, da

March 8, 2017 EX-2.2

Asset Purchase Agreement between U.S. Stem Cell, Inc. and GACP Stem Cell Bank LLC., dated March 3, 2017.

EX-2.2 3 ex2-2.htm EX-2.2 Exhibit 2.2 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement"), dated as of March 3, 2017, is entered into between U.S. Stem Cell, Inc., a Florida corporation ("Seller") and GACP Stem Cell Bank LLC, a Florida limited liability company ("Buyer"). Capitalized terms are defined herein or in the definitions attached hereto as Schedule A. RECITALS WHEREA

March 6, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

U.S. 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) March 1, 2017 Commission File No. 001-33718 U.S. STEM CELL, INC. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employer Identificatio

February 13, 2017 SC 13G/A

USRM / U.S. Stem Cell, Inc. / TELLURIDE TOO, L.L.C. - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* U.S. STEM CELL, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 90350U100 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

December 16, 2016 8-K

Current Report

U.S. 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 12, 2016 Commission File No. 001-33718 U.S. STEM CELL, INC. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employer Identific

December 6, 2016 SC 13G

USRM / U.S. Stem Cell, Inc. / DANIEL JAMES MANAGEMENT, INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* U.S. Stem Cell, Inc. (Name of Issuer) Common Stock, $.001 value per share (Title of Class of Securities) 09062F 20 1 (CUSIP Number) December 6, 2016 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b

November 8, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 U.S. STEM CELL,

September 29, 2016 SC 13G

SWET / Solar Wind Energy Tower, Inc. / FOURTH MAN, LLC Passive Investment

FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* U.S. Stem Cell, Inc. (Name of Issuer) Common Stock, $0.001 value per share (Title of Class of Securities) 09062F 20 1 (CUSIP Number) September 29, 2016 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [

August 3, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

U.S. 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) August 1, 2016 Commission File No. 001-33718 U.S. STEM CELL, INC. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employer Identificati

August 2, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 usstemcell10q063016.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num

July 28, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

U.S. 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) July 22, 2016 Commission File No. 001-33718 U.S. STEM CELL, INC. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employer Identificatio

July 15, 2016 SC 13G

USRM / U.S. Stem Cell, Inc. / DANIEL JAMES MANAGEMENT, INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* U.S. Stem Cell, Inc. (Name of Issuer) Common Stock, $.001 value per share (Title of Class of Securities) 09062F 20 1 (CUSIP Number) July 14, 2016 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [

June 21, 2016 SC 13G

USRM / U.S. Stem Cell, Inc. / DANIEL JAMES MANAGEMENT, INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* U.S. Stem Cell, Inc. (Name of Issuer) Common Stock, $.001 value per share (Title of Class of Securities) 09062F 20 1 (CUSIP Number) June 20, 2015 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [

June 8, 2016 SC 13G

USRM / U.S. Stem Cell, Inc. / DANIEL JAMES MANAGEMENT, INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* U.S. Stem Cell, Inc. (Name of Issuer) Common Stock, $.001 value per share (Title of Class of Securities) 09062F 20 1 (CUSIP Number) June 8, 2015 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X

May 26, 2016 SC 13G

SWET / Solar Wind Energy Tower, Inc. / FOURTH MAN, LLC Passive Investment

SC 13G 1 sc-13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* U.S. Stem Cell, Inc. (Name of Issuer) Common Stock, $.0001 value per share (Title of Class of Securities) 09062F 20 1 (CUSIP Number) May 26, 2016 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

May 4, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 U.S. STEM CELL, INC.

April 28, 2016 SC 13G

USRM / U.S. Stem Cell, Inc. / TELLURIDE TOO, L.L.C. - SC 13G Passive Investment

SC 13G 1 s103102sc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* U.S. STEM CELL, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 90350U100 (CUSIP Number) April 20, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

March 8, 2016 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

10-K 1 usstemcell10k123115.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission F

February 16, 2016 424B3

341,718 Shares Common Stock

usstemcell424b3-021616.htm 341,718 Shares Common Stock Prospectus Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-208539 PROSPECTUS U.S. STEM CELL, INC. 341,718 Shares of Common Stock This prospectus relates to the resale of up to 341,718 shares of our common stock, which may be offered by the selling stockholder, Magna Equities II, LLC, a New York limited liabili

February 8, 2016 CORRESP

U.S. Stem Cell ESP

usstemcell-corresp020816.htm U.S. Stem Cell, Inc. 13794 NW 4th Street, Suite 212, Sunrise, Florida 33325 February 8, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Attn: Ronald Alper, James Lopez, John Reynolds Re: Request for acceleration of the effective date of the Registration Statement on Form S-1 of U.S. Stem Cell, Inc. Filed December 1

February 2, 2016 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM S-1/A Amendment One REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 U.S. STEM CELL, INC. (Exact name of Registrant as specified in its charter)

As filed with the Securities and Exchange Commission on February 2, 2016 Registration No.

February 2, 2016 CORRESP

U.S. Stem Cell ESP

usstemcell-corresp012716.htm U. S. Stem Cell, Inc. 13794 NW 4th Street, Suite 212, Sunrise, Florida 33325 February 2, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Re: U.S. Stem Cell, Inc. Registration Statement on Form S-1 Filed December 14, 2015 File No. 333-208539 Dear Mr. Alper, Mr. Lopez, and Mr. Reynolds: The Company received your lett

December 14, 2015 S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 U.S. STEM CELL, INC. (Exact name of Registrant as specified in its charter)

As filed with the Securities and Exchange Commission on December 14, 2015 Registration No.

December 4, 2015 EX-99.1

U.S. Stem Cell Now Trading USRM; Completes Financing Transaction

ex99-1.htm Exhibit 99.1 Media Contact: U.S. Stem Cell, Inc. 13794 NW 4th Street, Suite 212 Sunrise, Florida 33325 Phone: 954.835.1500 [email protected] For Immediate Release U.S. Stem Cell Now Trading USRM; Completes Financing Transaction Sunrise, FL ? December 4, 2015 ? US STEM CELL, Inc. (OTC: USRM) (f/k/a Bioheart, Inc.) a Florida corporation, a leader in the regenerative medicine, cellu

December 4, 2015 EX-10.2

Registration Rights Agreement, dated as of December 3, 2015, by and between Magna Holdings I, LLC and U.S. Stem Cell, Inc.

ex10-2.htm Exhibit 10.2 Execution Copy REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of December 3, 2015, between BIOHEART, INC., a Florida corporation (the ?Company?), and MAGNA EQUITIES II, LLC, a New York limited liability company (the ?Investor?). In connection with the Securities Purchase Agreement, dated as of December 3, 2015

December 4, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

usstemcell8k120315.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 3, 2015 U.S. STEM CELL, INC. Florida 001-33718 65-0945967 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identi

December 4, 2015 EX-4.2

Amended and Restated Senior Convertible Note, dated December 3, 2015.

ex4-2.htm Exhibit 4.2 AMENDED AND RESTATED SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE A

December 4, 2015 EX-4.1

Senior Convertible Note Magna Equities II, LLC, dated December 3, 2015

ex4-1.htm Exhibit 4.1 SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFE

December 4, 2015 EX-10.1

Securities Purchase Agreement, dated as of December 3, 2015, by and between Magna Equities II, LLC and U.S. Stem Cell, Inc.

ex10-1.htm Exhibit 10.1 Execution Copy SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the ?Agreement?) is made as of the 3rd day of December, 2015 by and between Bioheart, Inc., a Florida corporation (the ?Company?), and Magna Equities II, LLC, a New York limited liability company (the ?Investor?). WHEREAS, the Company and the Investor are executing and delivering this Agreement

November 20, 2015 SC 13G/A

USRM / U.S. Stem Cell, Inc. / VIS VIRES GROUP, INC. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1)* U.S. STEM CELL, INC. F/K/A BIOHEART, INC. (Name of issuer) Common Stock, $0.001 value per share (Title of class of securities) 90350U100 (CUSIP number) November 17, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

November 5, 2015 EX-10.87

2013 Bioheart, Inc. Omnibus Equity Compensation Plan (November 3, 2105)*

Exhibit 10.87 BIOHEART, INC. 2013 OMNIBUS EQUITY COMPENSATION PLAN (as amended November 2, 2015) TABLE OF CONTENTS ARTICLE I GENERAL PROVISIONS 3 ARTICLE II DEFINITIONS 3 ARTICLE III ADMINISTRATION 6 ARTICLE IV INCENTIVE STOCK OPTIONS 10 ARTICLE V NONQUALIFIED STOCK OPTIONS 11 ARTICLE VI STOCK APPRECIATION RIGHTS 12 ARTICLE VII INCIDENTS OF STOCK OPTIONS AND STOCK RIGHTS 13 ARTICLE VIII RESTRICTED

November 5, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 U.S. STEM CELL,

November 4, 2015 EX-3.1

Articles of Amendment to the Articles of Incorporation

ex3-1.htm Exhibit 3.1 FILED 2015 OCT 12 PM 12:26 SECRETARY OF STATE TALLAHASSEE, FLORIDA Articles of Amendment to Articles of Incorporation of BIOHEART, INC. (Name of Corporation as currently filed with the Florida Dept. of State) P99000071815 (Document Number of Corporation (if known) Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the foll

November 4, 2015 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

usstemcell8k110315.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 4, 2015 U.S. STEM CELL, INC. Florida 001-33718 65-0945967 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identi

October 9, 2015 SC 13G/A

USRM / U.S. Stem Cell, Inc. / Knutson Gregory - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7)* Bioheart, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 09062F 20 1 (CUSIP Number) October 5, 2015 (Date of Event which requires filing of this Statement) Check the appropriate box to designate the rule pursuant to w

October 2, 2015 EX-10.1

Securities Purchase Agreement, dated as of October 1, 2015, by and between Magna Equities II, LLC and U.S. Stem Cell, Inc.

ex10-1.htm Exhibit 10.1 Execution Copy SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the 1st day of October, 2015 by and between Bioheart, Inc., a Florida corporation (the “Company”), and Magna Equities II, LLC, a New York limited liability company (the “Investor”). WHEREAS, the Investor is willing to lend the Company $100,000, which loan is evide

October 2, 2015 EX-99.1

Bioheart, Inc. Completes ClearIt and Magna Deals

ex99-1.htm Exhibit 99.1 Media Contact: Bioheart, Inc. 13794 NW 4th Street, Suite 212 Sunrise, Florida 33325 Phone: 954.835.1500 [email protected] For Immediate Release Bioheart, Inc. Completes ClearIt and Magna Deals Sunrise, FL – October 2, 2015 – US STEM CELL, Inc., a Florida corporation, (in transition from Bioheart, Inc. (BHRT.OB)) a leader in the regenerative medicine, cellular therapy

October 2, 2015 EX-4.1

Senior Convertible Note with Magna Equities II, LLC, dated October 1, 2015

ex4-1.htm Exhibit 4.1 SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFE

October 2, 2015 EX-10.2

Registration Rights Agreement, dated as of October 1, 2015, by and between Magna Holdings I, LLC and U.S. Stem Cell, Inc.

ex10-2.htm Exhibit 10.2 Execution Copy REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of October 1, 2015, between Bioheart, Inc., a Florida corporation (the ?Company?), and Magna Equities II, LLC, a New York limited liability company (the ?Investor?). In connection with the Securities Purchase Agreement, dated as of October 1, 2015,

October 2, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

bioheart8k100115.htm U.S. 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 1, 2015 Commission File No. 001-33718 Bioheart, Inc. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Emplo

September 8, 2015 DEF 14C

U.S. Stem Cell DEF 14C

bioheart-def14c090615.htm SCHEDULE 14C Information Required in Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Information Statement x Definitive Information Statement Bioheart, Inc. (Name of Company As Specified In Charter) Not Applicable (Name of Person(s) Filing the Information Statement if other than Company) Payment of

August 26, 2015 PRE 14C

U.S. Stem Cell PRE 14C

PRE 14C 1 bioheart-pre14c082615.htm PRE 14C SCHEDULE 14C Information Required in Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Definitive Information Statement Bioheart, Inc. (Name of Company As Specified In Charter) Not Applicable (Name of Person(s) Filing the Information Statement if other than Co

August 3, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 BIOHEART, INC. (Exact

July 27, 2015 SC 13G

USRM / U.S. Stem Cell, Inc. / VIS VIRES GROUP, INC. - SC 13G Passive Investment

SC 13G 1 v416292sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. )* BIOHEART, INC. (Name of issuer) Common Stock, $0.001 value per share (Title of class of securities) 09062F201 (CUSIP number) July 27, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

June 22, 2015 8-K

Current Report

8-K 1 bioheart8k.htm CURRENT REPORT 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): June 17, 2015 BIOHEART, INC. (Exact Name of Registrant as Specified in Charter) Florida 001-33718 65-0945967 (State of (Commission File Number) (IR

May 5, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 BIOHEART, INC. (Exac

April 8, 2015 SC 13G/A

USRM / U.S. Stem Cell, Inc. / Knutson Gregory - SC 13G/A Passive Investment

SC 13G/A 1 d32305.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6)* Bioheart, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 09062F 20 1 (CUSIP Number) April 1, 2015 (Date of Event which requires filing of this Statement) Check the appropriate box to des

March 16, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

10-K 1 bioheart10k.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

February 6, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

8-K 1 bioheart8k.htm CURRENT REPORT 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): February 2, 2015 BIOHEART, INC. (Exact Name of Registrant as Specified in Charter) Florida 001-33718 65-0945967 (State of (Commission File Number)

February 6, 2015 EX-99.1

EX-99.1

February 6, 2015 8-K

Regulation FD Disclosure

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): February 4, 2015 BIOHEART, INC. (Exact Name of Registrant as Specified in Charter) Florida 001-33718 65-0945967 (State of (Commission File Number) (IRS Employer incorporation) Identif

January 16, 2015 EX-99.1

Bioheart Board of Directors Authorizes a Repurchase of the Company’s Outstanding Common Stock

Media Contact: Carissa Matton Bioheart, Inc. 13794 NW 4th Street, Suite 212 Sunrise, Florida 33325 Phone: 772.285.8511 [email protected] 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 commercializa

January 16, 2015 8-K

Financial Statements and Exhibits

8-K 1 d32019.htm 8-K 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) Florida 001-33718 65-0945967 (State of incorporation) (Commission File Number)

January 12, 2015 SC 13G/A

USRM / U.S. Stem Cell, Inc. / Knutson Gregory - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5)* Bioheart, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 09062F 20 1 (CUSIP Number) January 1, 2015 (Date of Event which requires filing of this Statement) Check the appropriate box to designate the rule pursuant to w

December 23, 2014 424B3

143,813,591 shares Common Stock

143,813,591 shares Common Stock PROSPECTUS Filed pursuant to Rule 424(b)(3) File No.

December 19, 2014 DEF 14A

USRM / U.S. Stem Cell, Inc. DEF 14A - - DEF 14A

DEF 14A 1 d31931.htm DEF 14A SCHEDULE 14A Information Required in Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement o Definitive A

December 17, 2014 CORRESP

USRM / U.S. Stem Cell, Inc. CORRESP - -

Bioheart, Inc. 13794 NW 4th Street, Suite 212, Sunrise, Florida 33325 December 17, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Attn: Matthew Jones, Jeffrey P. Riedler Re: Request for acceleration of the effective date of the Registration Statement on Form S-1 of Bioheart, Inc. Filed November 21, 2014 (amended December 12, 2014) File No. 33

December 12, 2014 S-1/A

USRM / U.S. Stem Cell, Inc. S-1/A - - S-1/A

As filed with the Securities and Exchange Commission on December 12 , 2014 Registration No.

December 12, 2014 EX-10.73

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 7, 2014, between Bioheart, Inc.

December 12, 2014 EX-10.75

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 23, 2014, is by and between Bioheart, Inc.

December 12, 2014 CORRESP

USRM / U.S. Stem Cell, Inc. CORRESP - -

Bioheart, Inc. 13794 NW 4th Street, Suite 212, Sunrise, Florida 33325 December 12, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Attn: Matthew Jones, Jeffrey P. Riedler Re: Bioheart, Inc. Registration Statement on Form S-1 Filed November 21, 2014 File No. 333-200457 Mr. Jones and Mr. Riedler: The Company received your letter of December 4, 2

December 12, 2014 EX-10.74

COMMON STOCK PURCHASE AGREEMENT Dated as of October 23, 2014 by and between BIOHEART, INC. MAGNA EQUITIES II, LLC, a New York limited liability company TABLE OF CONTENTS

COMMON STOCK PURCHASE AGREEMENT Dated as of October 23, 2014 by and between BIOHEART, INC.

December 12, 2014 EX-10.72

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the 7th day of October, 2014 by and between Bioheart, Inc.

December 12, 2014 EX-4.33

SENIOR CONVERTIBLE NOTE

SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

November 21, 2014 S-1

USRM / U.S. Stem Cell, Inc. S-1 - Registration Statement - S-1

As filed with the Securities and Exchange Commission on November 21, 2014 Registration No.

November 7, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 d31740.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001

November 7, 2014 EX-10.81

LIMITED WAIVER AND FORBEARANCE AGREEMENT

Exhibit 10.81 LIMITED WAIVER AND FORBEARANCE AGREEMENT THIS LIMITED WAIVER AND FORBEARANCE AGREEMENT (the Agreement?), is dated as of October 1, 2012 (the ?Effective Date?), by and between BioHeart, Inc., a corporation organized under the laws of Florida (the ?BioHeart?), and NorthStar Biotech Group, LLC, a Florida limited liability company (?NorthStar?). WHEREAS, BioHeart is indebted to NorthStar

October 24, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

U.S. 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 23, 2014 Commission File No. 001-33718 Bioheart, Inc. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employer Identification N

October 24, 2014 EX-99.1

Bioheart, Inc. Completes Financing with Magna

Exhibit 99.1 Media Contact: Carissa Matton Bioheart, Inc. 13794 NW 4th Street, Suite 212 Sunrise, Florida 33325 Phone: 772.285.8511 [email protected] For Immediate Release Bioheart, Inc. Completes Financing with Magna Sunrise, FL – October 24th, 2014 – Bioheart, Inc. (BHRT.OB), a biotechnology company focused on the discovery, development and commercialization of autologous cell therapies a

October 24, 2014 EX-10.1

COMMON STOCK PURCHASE AGREEMENT Dated as of October 23, 2014 by and between BIOHEART, INC. MAGNA EQUITIES II, LLC, a New York limited liability company Table of Contents

Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT Dated as of October 23, 2014 by and between BIOHEART, INC. and MAGNA EQUITIES II, LLC, a New York limited liability company Table of Contents Page ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE OF COMMON STOCK 1 Section 2.1. Purchase and Sale of Stock 1 Section 2.2. Closing Date; Settlement Dates 2 Section 2.3. Initial Public Announcements and Req

October 24, 2014 EX-10.2

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 23, 2014, is by and between Bioheart, Inc., a Florida corporation (the “Company”), and Magna Equities II, LLC, a New York limited liability company (the “Investor”). RECITALS A. The Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of

October 15, 2014 SC 13G/A

USRM / U.S. Stem Cell, Inc. / Hart Charles A - SCHEDULE 13G Passive Investment

SC 13G/A 1 e60988sc13ga.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)* Bioheart, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 09062F 20 1 (CUSIP Number) October 1, 2014 (Date of Event which requires filing of this Statement) Check the appropriat

October 10, 2014 EX-10.2

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 7, 2014, between Bioheart, Inc., a Florida corporation (the “Company”), and Magna Equities II, LLC, a New York limited liability company (the “Investor”). In connection with the Securities Purchase Agreement, dated as of October 7, 2014, entered into by the Compan

October 10, 2014 EX-4.1

SENIOR CONVERTIBLE NOTE

Exhibit 4.1 SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGI

October 10, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

U.S. 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 7, 2014 Commission File No. 001-33718 Bioheart, Inc. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employer Identification No

October 10, 2014 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the 7th day of October, 2014 by and between Bioheart, Inc., a Florida corporation (the “Company”), and Magna Equities II, LLC, a New York limited liability company (the “Investor”). WHEREAS, the Investor is willing to lend the Company $205,000, which loan is evidenced by a promissory note,

August 6, 2014 SC 13G/A

USRM / U.S. Stem Cell, Inc. / Northstar Biotech Group, LLC - SC 13G/A Passive Investment

SC 13G/A 1 e5995213ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* Bioheart, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 09062F 20 1 (CUSIP Number) July 25, 2014 (Date of Event which requires filing of this Statement) Check the appropriate box to

August 1, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 o TRANSITION REPORT PURSUANT TO S

10-Q 1 d31503.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3371

July 11, 2014 8-K

Other Events

8-K 1 d31492.htm 8-K U.S. 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) July 11, 2014 Commission File No. 001-33718 Bioheart, Inc. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employe

May 9, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 d31366.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-337

April 28, 2014 DEF 14C

Series A Convertible Preferred Stock

SCHEDULE 14A SCHEDULE 14C Information Required in Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Check the appropriate box: / / Preliminary Information Statement / X / Definitive Information Statement Bioheart, Inc.

April 17, 2014 PRE 14C

- PRE 14C

SCHEDULE 14A SCHEDULE 14C Information Required in Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Check the appropriate box: / X / Preliminary Information Statement / / Definitive Information Statement Bioheart, Inc.

April 15, 2014 SC 13G/A

USRM / U.S. Stem Cell, Inc. / Northstar Biotech Group, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d31286.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.2)* Bioheart, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 09062F 20 1 (CUSIP Number) April 3, 2014 (Date of Event which requires filing of this Statement) Check the appropriate box to desi

April 7, 2014 8-K

Termination of a Material Definitive Agreement

8-K 1 d31272.htm 8-K U.S. 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) April 2, 2014 Commission File No. 001-33718 Bioheart, Inc. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employe

March 25, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 o TRANSITION REPORT PURSUA

10-K 1 d31044-10k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

December 31, 2013 SC 13G/A

USRM / U.S. Stem Cell, Inc. / Northstar Biotech Group, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d31023.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.1)* Bioheart, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 09062F 20 1 (CUSIP Number) December 30, 2013 (Date of Event which requires filing of this Statement) Check the appropriate box to

December 31, 2013 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

8-K 1 d31019.htm 8-K U.S. 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 30, 2013 Commission File No. 001-33718 Bioheart, Inc. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Emp

November 26, 2013 8-K

Entry into a Material Definitive Agreement

8-K 1 d30956.htm 8-K U.S. 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) November 20, 2013 Commission File No. 001-33718 Bioheart, Inc. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Emp

November 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 d30730.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001

September 23, 2013 SC 13G

USRM / U.S. Stem Cell, Inc. / Northstar Biotech Group, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Bioheart, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 09062F 20 1 (CUSIP Number) April 17, 2013 (Date of Event which requires filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

September 3, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

U.S. 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) August 28, 2013 Commission File No. 001-33718 Bioheart, Inc. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employer Identification No

August 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 BIOHEART, INC. (Exact

August 14, 2013 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 BIOHEART, INC. (Exa

May 9, 2013 EX-10.87

2013 U.S. Stem Cell, Inc. Omnibus Equity Compensation Plan

EXHIBIT 10.87 2013 Omnibus Equity Compensation Plan BIOHEART, INC. 2013 OMNIBUS EQUITY COMPENSATION PLAN TABLE OF CONTENTS ARTICLE I GENERAL PROVISIONS 3 ARTICLE II DEFINITIONS 3 ARTICLE III ADMINISTRATION 6 ARTICLE IV INCENTIVE STOCK OPTIONS 10 ARTICLE V NONQUALIFIED STOCK OPTIONS 11 ARTICLE VI STOCK APPRECIATION RIGHTS 12 ARTICLE VII INCIDENTS OF STOCK OPTIONS AND STOCK RIGHTS 13 ARTICLE VIII RE

May 9, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 BIOHEART, INC. (Exac

May 3, 2013 CORRESP

-

Bioheart, Inc Bioheart, Inc. 13794 NW 4th Street, Suite 212, Sunrise, Florida 33325 May 3, 2013 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Attn: Johnny Gharib, Jeffrey P. Riedler Re: Request for acceleration of the effective date of the Registration Statement on Post-Effective Form S-1 of Bioheart, Inc. Filed April 23, 2013 (amended May 1, 201

May 1, 2013 CORRESP

-

Bioheart, Inc. 13794 NW 4th Street, Suite 212, Sunrise, Florida 33325 May 1, 2013 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Attn: Johnny Gharib, Jeffrey P. Riedler Re: Bioheart, Inc. Post-Effective Amendment No. 1 to Form S-1 Filed April 23, 2013 File No. 333-179096 Mr. Gharib and Mr. Riedler: The Company received you letter of April 29, 2013

May 1, 2013 POS AM

- POS AM

POS AM 1 d30426.htm POS AM As filed with the Securities and Exchange Commission on May 1, 2013 Registration No. 333-179096 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BIOHEART, INC. (Exact name of Registrant as specified in its charter) Florida 8731 65-0945967 (State or oth

April 23, 2013 POS AM

- POS AM

POS AM 1 d30395.htm POS AM As filed with the Securities and Exchange Commission on April 19, 2013 Registration No. 333-179096 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BIOHEART, INC. (Exact name of Registrant as specified in its charter) Florida 8731 65-0945967 (State or

March 29, 2013 EX-10.79

EX-10.79

March 29, 2013 EX-10.80

EX-10.80

March 29, 2013 EX-10.81

EX-10.81

March 29, 2013 EX-10.83

EX-10.83

March 29, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 o TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33718 BIOHEART, INC.

March 29, 2013 EX-10.78

EX-10.78

March 29, 2013 EX-10.82

EX-10.82

March 14, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

U.S. 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) March 12, 2013 Commission File No. 001-33718 Bioheart, Inc. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employer Identification No.

February 11, 2013 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 d30200.htm 8-K U.S. 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) February 11, 2013 Commission File No. 001-33718 Bioheart, Inc. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Emp

February 11, 2013 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment Three

10-K/A 1 d30149.htm 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment Three (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Com

February 8, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d30199.htm 8-K U.S. 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) February 6, 2013 Commission File No. 001-33718 Bioheart, Inc. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Empl

January 7, 2013 DEF 14C

- DEF 14C

SCHEDULE 14C Information Required in Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Check the appropriate box: / / Preliminary Information Statement /X/ Definitive Information Statement Bioheart, Inc.

January 4, 2013 PRER14C

- PRER14C

PRER14C 1 d30062.htm PRER14C SCHEDULE 14C Information Required in Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Check the appropriate box: /X/ Preliminary Information Statement / / Definitive Information Statement Bioheart, Inc. (Name of Company As Specified In Charter) Not Applicable (Name of Person(s) Filing the Information Statement if other than Company) Paym

January 3, 2013 CORRESP

-

Bioheart, Inc. 13794 NW 4th Street, Suite 212, Sunrise, Florida 33325 January 3, 2013 VIA EDGAR Rose Zukin Jeffrey P. Riedler Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Re: Re: Bioheart, Inc. Information Statement of Form PRE 14C Filed December 26, 2012 File No. 001-33718 Ms. Zukin and Mr. Reidler: Set forth are the Company’s responses to the Commission

December 26, 2012 PRE 14C

- PRE 14C

PRE 14C 1 d30041.htm PRE 14C SCHEDULE 14C Information Required in Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Check the appropriate box: /X/ Preliminary Information Statement / / Definitive Information Statement Bioheart, Inc. (Name of Company As Specified In Charter) Not Applicable (Name of Person(s) Filing the Information Statement if other than Company) Paym

December 14, 2012 CORRESP

-

CORRESP 1 filename1.htm Bioheart, Inc. 13794 NW 4th Street, Suite 212, Sunrise, Florida 33325 December 14, 2012 VIA EDGAR United States Securities and Exchange Commission 100 F Street, NE Division of Corporate Finance Washington, D.C. 20549 Re: Re: Bioheart, Inc. Form 10-K for the Fiscal Year Ended December 31, 2011 (the “Annual Report”) Post-Effective Registration Statement (SEC File #333-179096)

November 15, 2012 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment Two

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment Two (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33718

November 14, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 d29957.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001

November 9, 2012 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

10-Q/A 1 d29945.htm 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

November 9, 2012 CORRESP

-

Bioheart, Inc. 13794 NW 4th Street, Suite 212, Sunrise, Florida 33325 November 9, 2012 VIA EDGAR Jim B. Rosenberg Senior Assistant Chief Accountant United States Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Re: Re: Bioheart, Inc. Form 10-K for the Fiscal Year Ended December 31, 2011 Filed April 12, 2012 Form 10-Q for the Quarterly Period Ended June 30, 20

November 9, 2012 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33718 BIOHEART, INC

November 6, 2012 CORRESP

-

Bioheart, Inc. 13794 NW 4th Street, Suite 212, Sunrise, Florida 33325 October 24, 2012 VIA EDGAR Jim B. Rosenberg Senior Assistant Chief Accountant United States Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Re: Re: Bioheart, Inc. Form 10-K for the Fiscal Year Ended December 31, 2011 Filed April 12, 2012 Form 10-Q for the Quarterly Period Ended June 30, 20

August 14, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 BIOHEART, INC. (Exact

August 1, 2012 8-K

Other Events

8-K 1 d29668.htm 8-K U.S. 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) August 1, 2012 Commission File No. 001-33718 Bioheart, Inc. (Name of small business issuer as specified in its charter) Florida State of Incorporation 65-0945967 IRS Employ

June 26, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d29580.htm 8-K U.S. 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) June 25, 2012 Commission File No. 001-33718 Bioheart, Inc. (Name of small business issuer as specified in its charter) Florida 65-0945967 State of Incorporation IRS Employe

May 14, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 BIOHEART, INC. (Exac

April 12, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 d29346.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

April 4, 2012 8-K

Entry into a Material Definitive Agreement - 8-K

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 30, 2012 NT 10-K

- NT 10-K

NT 10-K 1 d29322.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 001-33718 NOTIFICATION OF LATE FILING (Check One): S Form 10-K £ Form 11-K £ Form 20-F £ Form 10-Q For Period Ended: December 31, 2011 £ Transition Report on Form 10-K £ Transition Report on Form 10-Q £ Transition Report on Form 20-F £ Transition Report on Form N-

March 23, 2012 8-K

Current Report

8-K 1 d293018-k.htm 8-K 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): March 20, 2012 BIOHEART, INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 1-33718 65-0945967

February 15, 2012 424B3

BIOHEART, INC. 25,000,000 SHARES OF COMMON STOCK

Filed Pursuant to Rule 424(b)(3) File No. 333-179096 Prospectus BIOHEART, INC. 25,000,000 SHARES OF COMMON STOCK PROSPECTUS This prospectus relates to the public offering of up to 25,000,000 shares of our common stock, par value $.001 per share by the selling stockholder. The Securities and Exchange Commission may take the view that, under certain circumstances, any broker-dealers or agents that p

February 13, 2012 AW

- AW

Bioheart, Inc. 13794 NW 4th Street, Suite 212 Sunrise, Florida 33325 February 13, 2012 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100F Street, NE Washington, D.C. 20549 Attention: Mr. Jeffrey P. Riedler RE: Bioheart, Inc. Registration Statement on Form S-1 Filed January 19, 2012 File No. 333-179096 Ladies and Gentlemen: Bioheart, Inc. (the “Company”)

February 9, 2012 S-1/A

- S-1/A

As filed with the Securities and Exchange Commission on February 8, 2012 Registration No.

February 9, 2012 EX-10.76

STANDBY EQUITY DISTRIBUTION AGREEMENT

Converted by EDGARwiz Exhibit 10.76 STANDBY EQUITY DISTRIBUTION AGREEMENT THIS AGREEMENT (“Agreement”), dated as of November 2, 2011 (the “ Execution Date”) is between GREYSTONE CAPITAL PARTNERS, a Nevada Corporation (the “Investor”), and BIOHEART, INC., a corporation organized and existing under the laws of the State of Florida (the “Company”). WHEREAS, the parties desire that, upon the terms and

February 9, 2012 EX-10.77

REGISTRATION RIGHTS AGREEMENT

Converted by EDGARwiz Exhibit 10.77 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 2, 2011, is between GREYSTONE CAPITAL PARTNERS, a Nevada corporation (the “Investor”), and BIOHEART, INC., a corporation organized and existing under the laws of the State of Florida (the “Company”). WHEREAS: A. In connection with the Standby Equity Distribution

February 9, 2012 S-1/A

- S-1/A

As filed with the Securities and Exchange Commission on February 8 , 2012 Registration No.

February 9, 2012 EX-10.77

REGISTRATION RIGHTS AGREEMENT

Converted by EDGARwiz Exhibit 10.77 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 2, 2011, is between GREYSTONE CAPITAL PARTNERS, a Nevada corporation (the “Investor”), and BIOHEART, INC., a corporation organized and existing under the laws of the State of Florida (the “Company”). WHEREAS: A. In connection with the Standby Equity Distribution

February 9, 2012 EX-10.76

STANDBY EQUITY DISTRIBUTION AGREEMENT

Converted by EDGARwiz Exhibit 10.76 STANDBY EQUITY DISTRIBUTION AGREEMENT THIS AGREEMENT (“Agreement”), dated as of November 2, 2011 (the “ Execution Date”) is between GREYSTONE CAPITAL PARTNERS, a Nevada Corporation (the “Investor”), and BIOHEART, INC., a corporation organized and existing under the laws of the State of Florida (the “Company”). WHEREAS, the parties desire that, upon the terms and

February 8, 2012 EX-10.76

STANDBY EQUITY DISTRIBUTION AGREEMENT

Converted by EDGARwiz Exhibit 10.76 STANDBY EQUITY DISTRIBUTION AGREEMENT THIS AGREEMENT (“Agreement”), dated as of November 2, 2011 (the “ Execution Date”) is between GREYSTONE CAPITAL PARTNERS, a Nevada Corporation (the “Investor”), and BIOHEART, INC., a corporation organized and existing under the laws of the State of Florida (the “Company”). WHEREAS, the parties desire that, upon the terms and

February 8, 2012 EX-10.77

REGISTRATION RIGHTS AGREEMENT

Converted by EDGARwiz Exhibit 10.77 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 2, 2011, is between GREYSTONE CAPITAL PARTNERS, a Nevada corporation (the “Investor”), and BIOHEART, INC., a corporation organized and existing under the laws of the State of Florida (the “Company”). WHEREAS: A. In connection with the Standby Equity Distribution

February 8, 2012 S-1/A

- S-1/A

As filed with the Securities and Exchange Commission on February 8 , 2012 Registration No.

February 8, 2012 CORRESP

-

Bioheart, Inc. 13794 NW 4th Street, Suite 212 Sunrise, Florida 33325 February 8, 2012 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100F Street, NE Washington, D.C. 20549 Attention: Mr. Jeffrey P. Riedler RE: Bioheart, Inc. Registration Statement on Form S-1 Filed January 19, 2012 File No. 333-179096 Ladies and Gentlemen: Pursuant to Rule 461 of the Gen

February 8, 2012 CORRESP

-

CORRESP 1 filename1.htm Bioheart, Inc. 13794 NW 4th Street, Suite 212 Sunrise, Florida 33325 February 8, 2012 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100F Street, NE Washington, D.C. 20549 Attention: Mr. Jeffrey P. Riedler RE: Bioheart, Inc. Registration Statement on Form S-1 Filed January 19, 2012 File No. 333-179096 Dear Mr. Riedler: The followi

February 3, 2012 CORRESP

-

Bioheart, Inc. 13794 NW 4th Street, Suite 212 Sunrise, Florida 33325 February 3, 2012 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100F Street, NE Washington, D.C. 20549 Attention: Mr. Jeffrey P. Riedler RE: Bioheart, Inc. Registration Statement on Form S-1 Filed January 19, 2012 File No. 333-179096 Dear Mr. Riedler: The following are responses of Bioh

January 30, 2012 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 d29106.htm 8-K 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 24, 2012 BIOHEART, INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 1-33718 65-0945967 (

January 30, 2012 EX-16.1

RBSM LLP NEW YORK, NY

EXHIBIT 16 EXHIBIT 16.1 RBSM LLP NEW YORK, NY January 26, 2012 Securities and Exchange Commission 100 F Street, N.W. Washington, DC 20549-7561 Dear Sir/Madam: We have read Item 4.01 of Bioheart, Inc.’s (the “Company”) Form 8-K dated January 24, 2012, and are in agreement with the statements relating only to RBSM LLP contained therein. We have no basis to agree or disagree with other statements of

January 19, 2012 S-1

Registration Statement - S-1

As filed with the Securities and Exchange Commission on January 19, 2012 Registration No.

January 13, 2012 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 13, 2012 BIOHEART, INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 1-33718 65-0945967 (Commission File Numbe

January 13, 2012 EX-10.73

BIOHEART, INC.

Exhibit C Exhibit 10.73 THIS NOTE, AND THE OBLIGATIONS OF THE COMPANY HEREUNDER, HAVE BEEN SUBORDINATED TO THE OBLIGATIONS OF THE COMPANY TO BLUECREST VENTURE FINANCE MASTER FUND LIMITED (“BLUECREST”) AND ITS SUCCESSORS AND ASSIGNS PURSUANT TO THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AGREEMENT AMONG THE PARTIES DATED AS OF THE DATE HEREOF (THE “SUBORDINATION AGREEMENT”). HOLDER AND ANY SUBS

January 13, 2012 EX-10.74

AMENDED AND RESTATED SUBORDINATION AGREEMENT

Exhibit 10.74 AMENDED AND RESTATED SUBORDINATION AGREEMENT This AMENDED AND RESTATED SUBORDINATION AGREEMENT (hereinafter “Agreement”) is entered into and is effective this day of 2012 by and between BlueCrest Venture Finance Master Fund Limited, a Cayman Islands limited company, PO Box 309, Ugland House, South Church Street, George Town, Cayman Islands (“BlueCrest”), and Greystone Capital Partner

January 13, 2012 EX-10.75

PARTIAL ASSIGNMENT AND MODIFICATION AGREEMENT

Exhibit 10.75 PARTIAL ASSIGNMENT AND MODIFICATION AGREEMENT This Partial Assignment and Modification Agreement (the “Agreement”) is made by and among BIOHEART, INC. (the “Issuer”), BlueCrest Venture Finance Master Fund Limited (“BlueCrest”) and Greystone Capital Partners (the “Investor”), on . (The Issuer, BlueCrest and the Investor are sometimes referred to in this Agreement singly as a “Party” o

November 14, 2011 EX-10.59

PARTIAL ASSIGNMENT AND MODIFICATION AGREEMENT

Exhibit 10.59 PARTIAL ASSIGNMENT AND MODIFICATION AGREEMENT This Partial Assignment and Modification Agreement (the ?Agreement?) is made by and among BIOHEART, INC. (the ?Issuer?), BlueCrest Venture Finance Master Fund Limited (?BlueCrest?) and Greystone Capital Partners (the ?Investor?), on August 1, 2011. (The Issuer, BlueCrest and the Investor are sometimes referred to in this Agreement singly

November 14, 2011 EX-10.58

BIOHEART, INC.

Exhibit 10.58 Exhibit C. THIS NOTE, AND THE OBLIGATIONS OF THE COMPANY HEREUNDER, HAVE BEEN SUBORDINATED TO THE OBLIGATIONS OF THE COMPANY TO BLUECREST VENTURE FINANCE MASTER FUND LIMITED (?BLUECREST?) AND ITS SUCCESSORS AND ASSIGNS PURSUANT TO THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AGREEMENT AMONG THE PARTIES DATED AS OF THE DATE HEREOF (THE ?SUBORDINATION AGREEMENT?). HOLDER AND ANY SUB

November 14, 2011 EX-10.66

AMENDED AND RESTATED SUBORDINATION AGREEMENT

Exhibit 10.66 AMENDED AND RESTATED SUBORDINATION AGREEMENT This AMENDED AND RESTATED SUBORDINATION AGREEMENT (hereinafter "Agreement") is entered into and is effective this 1st day of October 2011 by and between BlueCrest Venture Finance Master Fund Limited, a Cayman Islands limited company, PO Box 309, Ugland House, South Church Street, George Town, Cayman Islands (?BlueCrest?), and Greystone Cap

November 14, 2011 EX-10.71

PARTIAL ASSIGNMENT AND MODIFICATION AGREEMENT

Exhibit 10.71 PARTIAL ASSIGNMENT AND MODIFICATION AGREEMENT This Partial Assignment and Modification Agreement (the ?Agreement?) is made by and among BIOHEART, INC. (the ?Issuer?), BlueCrest Venture Finance Master Fund Limited (?BlueCrest?) and Greystone Capital Partners (the ?Investor?), on November 1, 2011. (The Issuer, BlueCrest and the Investor are sometimes referred to in this Agreement singl

November 14, 2011 EX-10.70

BIOHEART, INC.

Exhibit 10.70 Exhibit C. THIS NOTE, AND THE OBLIGATIONS OF THE COMPANY HEREUNDER, HAVE BEEN SUBORDINATED TO THE OBLIGATIONS OF THE COMPANY TO BLUECREST VENTURE FINANCE MASTER FUND LIMITED (?BLUECREST?) AND ITS SUCCESSORS AND ASSIGNS PURSUANT TO THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AGREEMENT AMONG THE PARTIES DATED AS OF THE DATE HEREOF (THE ?SUBORDINATION AGREEMENT?). HOLDER AND ANY SUB

November 14, 2011 EX-10.64

BIOHEART, INC.

Exhibit 10.64 Exhibit C. THIS NOTE, AND THE OBLIGATIONS OF THE COMPANY HEREUNDER, HAVE BEEN SUBORDINATED TO THE OBLIGATIONS OF THE COMPANY TO BLUECREST VENTURE FINANCE MASTER FUND LIMITED (?BLUECREST?) AND ITS SUCCESSORS AND ASSIGNS PURSUANT TO THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AGREEMENT AMONG THE PARTIES DATED AS OF THE DATE HEREOF (THE ?SUBORDINATION AGREEMENT?). HOLDER AND ANY SUB

November 14, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33718 BIOHE

November 14, 2011 EX-10.67

AGREEMENT

Exhibit 10.67 AGREEMENT This Agreement (the ?Agreement?) is dated as of September 28, 2011 and is made by and among BIOHEART, INC. (the ?Company?) and Greystone (?Greystone?). RECITALS WHEREAS, the Company is indebted to BlueCrest Venture Finance Master Fund Limited in the principal amount of $1,192,788.63 as of the date hereof, as evidenced by that certain promissory note dated as October 25, 201

November 14, 2011 EX-10.69

SUBORDINATION AGREEMENT

Exhibit 10.69 SUBORDINATION AGREEMENT This SUBORDINATION AGREEMENT (hereinafter "Agreement") is entered into and is effective this 28th day of September 2011 by and between BlueCrest Venture Finance Master Fund Limited, a Cayman Islands limited company, PO Box 309, Ugland House, South Church Street, George Town, Cayman Islands (?BlueCrest?), and Thalia Woods Management, Inc. (?Lender?). RECITALS A

November 14, 2011 EX-10.55

BIOHEART, INC.

Exhibit 10.55 Exhibit C. THIS NOTE, AND THE OBLIGATIONS OF THE COMPANY HEREUNDER, HAVE BEEN SUBORDINATED TO THE OBLIGATIONS OF THE COMPANY TO BLUECREST VENTURE FINANCE MASTER FUND LIMITED (?BLUECREST?) AND ITS SUCCESSORS AND ASSIGNS PURSUANT TO THAT CERTAIN SUBORDINATION AGREEMENT AMONG THE PARTIES DATED AS OF JULY 7, 2011 (THE ?SUBORDINATION AGREEMENT?). HOLDER AND ANY SUBSEQUENT HOLDER HEREOF SH

November 14, 2011 EX-10.57

SUBORDINATION AGREEMENT

Exhibit 10.57 SUBORDINATION AGREEMENT This SUBORDINATION AGREEMENT (hereinafter "Agreement") is entered into and is effective this 7th day of July 2011 by and between BlueCrest Venture Finance Master Fund Limited, a Cayman Islands limited company, PO Box 309, Ugland House, South Church Street, George Town, Cayman Islands (?BlueCrest?), and Greystone Capital Partners (?Lender?). RECITALS A. Lender

November 14, 2011 EX-10.56

PARTIAL ASSIGNMENT AND MODIFICATION AGREEMENT

Exhibit 10.56 PARTIAL ASSIGNMENT AND MODIFICATION AGREEMENT This Partial Assignment and Modification Agreement (the ?Agreement?) is made by and among BIOHEART, INC. (the ?Issuer?), BlueCrest Venture Finance Master Fund Limited (?BlueCrest?) and Greystone Capital Partners (the ?Investor?), on July 7, 2011. (The Issuer, BlueCrest and the Investor are sometimes referred to in this Agreement singly as

November 14, 2011 EX-10.68

BIOHEART, INC.

Exhibit 10.68 THIS NOTE, AND THE OBLIGATIONS OF THE COMPANY HEREUNDER, HAVE BEEN SUBORDINATED TO THE OBLIGATIONS OF THE COMPANY TO BLUECREST VENTURE FINANCE MASTER FUND LIMITED (?BLUECREST?) AND ITS SUCCESSORS AND ASSIGNS PURSUANT TO THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AGREEMENT AMONG THE PARTIES DATED AS OF THE DATE HEREOF (THE ?SUBORDINATION AGREEMENT?). HOLDER AND ANY SUBSEQUENT HOL

November 14, 2011 EX-10.63

AMENDED AND RESTATED SUBORDINATION AGREEMENT

Exhibit 10.63 AMENDED AND RESTATED SUBORDINATION AGREEMENT This AMENDED AND RESTATED SUBORDINATION AGREEMENT (hereinafter "Agreement") is entered into and is effective this 1st day of September 2011 by and between BlueCrest Venture Finance Master Fund Limited, a Cayman Islands limited company, PO Box 309, Ugland House, South Church Street, George Town, Cayman Islands (?BlueCrest?), and Greystone C

November 14, 2011 EX-10.61

BIOHEART, INC.

Exhibit 10.61 Exhibit C. THIS NOTE, AND THE OBLIGATIONS OF THE COMPANY HEREUNDER, HAVE BEEN SUBORDINATED TO THE OBLIGATIONS OF THE COMPANY TO BLUECREST VENTURE FINANCE MASTER FUND LIMITED (?BLUECREST?) AND ITS SUCCESSORS AND ASSIGNS PURSUANT TO THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AGREEMENT AMONG THE PARTIES DATED AS OF THE DATE HEREOF (THE ?SUBORDINATION AGREEMENT?). HOLDER AND ANY SUB

November 14, 2011 EX-10.62

PARTIAL ASSIGNMENT AND MODIFICATION AGREEMENT

Exhibit 10.62 PARTIAL ASSIGNMENT AND MODIFICATION AGREEMENT This Partial Assignment and Modification Agreement (the ?Agreement?) is made by and among BIOHEART, INC. (the ?Issuer?), BlueCrest Venture Finance Master Fund Limited (?BlueCrest?) and Greystone Capital Partners (the ?Investor?), on September 1, 2011. (The Issuer, BlueCrest and the Investor are sometimes referred to in this Agreement sing

November 14, 2011 EX-10.72

AMENDED AND RESTATED SUBORDINATION AGREEMENT

Exhibit 10.72 AMENDED AND RESTATED SUBORDINATION AGREEMENT This AMENDED AND RESTATED SUBORDINATION AGREEMENT (hereinafter "Agreement") is entered into and is effective this 1st day of November 2011 by and between BlueCrest Venture Finance Master Fund Limited, a Cayman Islands limited company, PO Box 309, Ugland House, South Church Street, George Town, Cayman Islands (?BlueCrest?), and Greystone Ca

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