Does $GBTC have SEC Suspension and Trading Halt RISK? #BTC #Bitcoin

Maybe SEC halts GBTC soon? They already settled once with the SEC a year ago.
https://www.coindesk.com/bitcoin-investment-trust-50000-settlement/
https://www.sec.gov/litigation/admin/2016/34-78282.pdf

https://www.coindesk.com/third-in-a-month-sec-moves-to-halt-otc-trading-for-bitcoin-firm/

https://www.coindesk.com/sec-warns-public-companies-using-icos-pump-stocks/

Common Stock – Each GBTC share represents ownership of approximately 0.1 bitcoin
$4608 x 0.1 = $460.8

Is $GBTC trading ~2x above what it should be?

https://bravenewcoin.com/news/gbtc-now-trading-60-higher-than-the-underlying-asset-bitcoin/

$LEXG Lithium Exploration Group Announces Buyout of Largest Debt Holder PHOENIX, August 4, 2017 PRNewswire/

August 4, 2017 – 12:12 PM EDT
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Lithium Exploration Group Announces Buyout of Largest Debt Holder
PHOENIX, August 4, 2017 /PRNewswire/ —

Lithium Exploration Group, Inc. (OTC-PINK: LEXG) today announced today that its largest Debt holder with over $2.3mm in Debt has been Bought Out by a New Investor Group. The New Investor Group believes in the long term viability of the White Top Oil Investment and that the reserves will be proved out by the new seismic data.

CEO Alex Walsh stated "The timing of the But Out was spurred on by the positive reinforcement of Meir report and the potential 30% upside above and beyond the initial reserves of the property!."

About Lithium Exploration Group

Lithium Exploration Group is a US-based exploration and development company focused on the acquisition and development potential of lithium brines and other precious metals that demonstrate high probability for near-term production. Currently the company is focused on its Western Canada lithium assets, testing its Ultrasonic Generator Technology and the acquisition of oil and gas related assets in Western Canada. Lithium Exploration Group is a fully reporting company traded on the OTC Markets under the symbol LEXG. Website: http://www.lithiumexplorationgroup.com.

Safe Harbor Statement

This news release contains "forward-looking statements". Statements in this press release that are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future testing of the ultrasonic technology.

Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with mineral exploration and difficulties associated with obtaining financing on acceptable terms. We are not in control of lithium prices and these could vary to make development uneconomic. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements.

Although we believe that the beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our most recent annual report for our last fiscal year, our quarterly reports, and other periodic reports filed from time-to-time with the Securities and Exchange Commission.

CONTACT:
Shanon Chilson
+1-480-641-4790
info

SOURCE Lithium Exploration Group Inc.

Source: PR Newswire (August 4, 2017 – 12:12 PM EDT)

News by QuoteMedia

#Risk management very important #investing #trading #stocks $SPY $FB $AAPL

This is how I envision trading; I like to think of it as, if I get into a trade and my hands are tied behind my back, and I’m racing down an ice hill on a sled, if I don’t have the ability to react quickly to whatever might cross my path up ahead, at least I know that my position size is aligned with the amount that I’m allowed to risk, for example 2% of the entire capital of the account, etc, or a set amount of $200, $500, $1000 per position, etc.



https://i.ytimg.com/vi/Ainc8xl0ln4/maxresdefault.jpg

Once you’re in the trade, lots of variables and unknowns, or things you didn’t plan for can happen. And so, this is why risk management / money management is so critical for each one of your positions.

Heavy trading today in Nemaska Lithium Inc. Warrants (buyers?)

$1.50 strike, July 08 2019 expiration date of warrant.

Average Volume(10 Day): 13.35k compared to 86.5k today.

Each Warrant will entitle its holder to purchase one Common Share (a "Warrant Share") at a price of $1.50 per Warrant Share at any time prior to 5:00 p.m. (Montreal time) on the date that is 36 months following the closing date of the Offering (the "Warrant Expiry Date"). The Corporation may accelerate the Warrant Expiry Date if, before the Warrant Expiry Date and at any time following the closing date of the Offering, the closing price of the Common Shares listed on the TSX Venture Exchange or the Toronto Stock Exchange, as applicable, is equal to or above $2.25 for a period of 20 consecutive trading days. http://www.nemaskalithium.com/en/investors/press-releases/2016/8962172f-3741-4019-a408-d49b133a9258/

Business Description:
Nemaska Lithium Inc is an exploration stage lithium mining company in Quebec, Canada. It supplies lithium hydroxide and lithium carbonate to the lithium battery industry used in electric vehicles, cell phones, tablets and other consumer products.
Address: 450, rue de la Gare-du-Palais, 1st floor, Quebec, QC, CAN, G1K 3X2
Telephone: +1 418 704-6038 Website: http://www.nemaskalithium.com
Facsimile: +1 418 614-0627 Email: N/A
Details
CEO: Guy Bourassa
Employees: 24 Market Cap: 384.53m
Issue Type: CS
Auditor: KPMG LLP
Last Audit: Unqualified Opinion
Indices: Industrial Metals & Minerals
Industry Classifications
Sector: Basic Materials CIK: N/A
Industry: Metals & Mining
Sub-Industry: Industrial Metals & Minerals
NAICS: All Other Metal Ore Mining (212299)

Profile for Nemaska Lithium Inc. (NMX:CA) Trade
$ 1.01 RT -0.01 (-0.98%) Volume: 589.51k 1:02 PM EDT Jul 12, 2017
Annual Information
Latest Fiscal Date: 06/30/16
Latest Fiscal Revenue: 0

Latest Fiscal EPS: 0.00
Latest Fiscal Dividends per Share: 0.00
Price Information
52Wk High: 1.60
52Wk Low: 0.89
52 Week Change: -15.70%
21 Day Moving Average: 1.03
50 Day Moving Average: 1.10
200 Day Moving Average: 1.27

Alpha: 0.032274
Beta: 2.2773
R-Squared: 0.040071
Standard Deviation: 0.250074
Period: 60 months
Price Change
7 Day: 0.06 6.25%
21 Day: -0.03 -2.86%
30 Day: -0.13 -11.30%
90 Day: -0.31 -23.31%
180 Day: -0.43 -29.66%
200 Day: -0.18 -15.00%

Month To Date: 0.04 4.08%
Quarter To Date: 0.04 4.08%
Year To Date: -0.22 -17.74%
Share Information
Average Volume(10 Day): 733.92k
Outstanding: 376.99m
Float: 376.99m

Short Interest: 6.32m (as of 06/16/17)
Short Interest Ratio: 9.10
% of Float: 100.00
Holdings
Institute Hold’gs: 7.40% (as of 06/30/17)
Institutions Bought Prev 3 Mo: 14.53k
Institutions Sold Prev 3 Mo: 516.88k
Total Inst Held: 26.85m
Institutions (13F or SEDAR Filings): 18

Non-Corp. Insider Hold’gs: N/A
Insiders Bought Prev 3 Mo: N/A
Insiders Sold Prev 3 Mo: N/A
Total Insider Held: N/A

Income Statements
Revenue (LTM) ($): N/A
Revenue per Share (LTM) ($): N/A
Revenue per Employee (LTM) ($): N/A
Revenue Growth 3 Yr: N/A
Revenue Growth 5 Yr: N/A

Dividends & Splits
Annual Dividend Rate ($): N/A
Annual Dividend Yield: N/A
Dividend Growth 3 Yr: N/A
Dividend Growth 5 Yr: N/A
Ex-Dividend Date: N/A
Payment Type: N/A
Stock Splits: 1.00; 1:1 (12/01/2011)
Financial Strength (LTM)
Quick Ratio: 0.90
Current Ratio: 2.20
Long Term Debt to Total Capital: N/A
Total Debt to Equity: N/A
Interest Coverage: -294.50
Leverage Ratio: 1.30

Profitability (LTM)
Gross Margin: N/A
EBIT Margin: N/A
EBITDA Margin: N/A
Pre-Tax Profit Margin: N/A
Profit Margin (Cont. Op): N/A
Profit Margin (Total Op): N/A
Management Effectiveness LTM 5 Yr Avg
Return on Equity -6.56% -11.91%
Return on Capital -6.94% -7.49%
Return on Assets -4.71% -3.11%

Assets
Asset Turnover: N/A
Inventory Turnover: N/A
Receivable Turnover: N/A
Valuation Measures
P/E Ratio: N/A
P/E High – Last 5 Years: N/A
P/E Avg. High – Last 5 Years: N/A
P/E Low – Last 5 Years: N/A
P/E Avg. Low – Last 5 Years: N/A

Price to Sales: N/A
Price to Book: 3.42
Price to Tangible Book: 3.69
Price to Cash Flow: N/A
Price to Free Cash: -6.80

Depth/Level II for Nemaska Lithium Inc. Warrants (NMX.WT:CA)
$ 0.30 RT 0.00 (0.00%) Volume: 86.5k 12:47 PM EDT Jul 12, 2017
Market-By-Price Market-By-Order Market-By-Broker
Market-By-Price REALTIME
Time # Size Bid
09:40 1 2,000 0.285
08:54 1 1,000 0.26
06/19 1 40,000 0.24
08:54 1 1,000 0.23
07/07 1 15,000 0.22
12:47 1 16,000 0.03
12:42 1 5,000 0.02
Ask Size # Time
0.30 69,000 4 07/06
0.33 76,500 3 06/21
0.335 15,000 1 06/27
0.34 31,500 3 06/27
0.345 28,000 1 07/07
0.35 12,000 1 06/26
0.40 3,000 2 05/05
0.42 2,500 1 05/30
0.445 25,000 4 05/04
0.45 44,000 2 06/06
0.65 4,000 1 06/23
0.73 5,000 1 04/28
0.85 3,000 1 06/23
Time & Sales REALTIME
Price Size Mkt Time Buy Sell
0.30 6,500 TSX 12:47:00 080 002
0.30 9,500 TSX 11:57:26 080 002
0.30 20,500 TSX 11:57:26 080 002
0.30 19,500 TSX 11:06:31 085 002
0.30 15,000 TSX 11:06:31 085 002
0.30 15,500 TSX 11:06:31 085 002
0.30 1,000 TSX 07/10 007 002
0.285 10,000 TSX 07/07 085 058
0.29 15,000 TSX 07/07 085 002
0.30 500 TSX 07/07 039 002
0.30 7,500 TSX 07/06 079 002
0.30 1,000 TSX 07/06 079 002
0.30 1,000 TSX 07/06 079 002
0.30 3,500 TSX 07/06 079 002
0.30 3,500 TSX 07/06 079 002
0.30 16,000 TSX 07/06 079 002
0.30 2,500 TSX 07/06 079 002
0.30 2,500 TSX 07/06 079 002
0.30 10,000 TSX 07/06 079 002
0.30 2,500 TSX 07/06 079 002
0.30 2,500 TSX 07/06 079 002
0.30 10,000 TSX 07/06 079 002
0.30 2,500 TSX 07/06 079 002
0.30 2,500 TSX 07/06 079 002
0.30 10,000 TSX 07/06 079 002
e 0.30 300 TSX 07/05 036 019
0.30 1,500 TSX 07/05 079 019
0.30 15,000 TSX 07/04 079 009
0.31 1,500 TSX 06/30 080 009
e 0.315 200 TSX 06/29 028 002

$ITEK after hours stock quote, most active options, Top-line Results of Phase 2

$ITEK After Hours Quote: $ 1.00 -0.725 (-42.03%) Volume: 224.35k 4:36 PM EDT Jul 7, 2017

July 7, 2017 – 4:01 PM EDT
ITEK close price: $1.725 Change from previous day close 1.47%

FUNDAMENTALS:
Book/sh 2.34

Cash/sh 4.25

52W Range 1.50 – 9.90

Market Cap 45.90M





NEWS:
Inotek Pharmaceuticals Announces Top-line Results of Phase 2 Fixed-dose Combination Trial of Trabodenoson and Provides Corporate Update
– Trabodenoson FDC Demonstrated Moderate IOP Reduction Over Latanoprost Alone When Dosed in the Morning, But Had Comparable Efficacy Dosed in the Afternoon, and at Day 56 –

– Company Evaluating Strategic Alternatives –

– Conference Call Scheduled for Monday, July 10, 2017, at 8:30 am ET –

Inotek Pharmaceuticals Corporation (NASDAQ: ITEK), a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of therapies for ocular diseases, today announced top-line results of the Phase 2 fixed-dose combination (FDC) trial of trabodenoson and latanoprost for the treatment of glaucoma. The trial was designed to assess the benefit/risk profile of the different fixed-dose combinations being evaluated. It was not powered for statistical differences among doses. After 28 Days of once-daily morning treatment (QAM), the fixed combination of trabodenoson 3% and latanoprost 0.005% showed a 1.2 mmHg improvement in intraocular pressure (IOP) reduction compared to the latanoprost 0.005% alone (p=0.061 for the mean comparison, p=0.020 for the median comparison). However, at Day 56, after 4 additional weeks of treatment and night-time dosing (QPM), no meaningful clinical advantage in IOP reduction for the fixed dose combinations was observed.

“While the top-line results, which we received and analyzed over the past week, demonstrated a good safety and tolerability profile of the fixed-dose combinations of trabodenoson and latanoprost, the efficacy of the FDC was only marginally differentiated from that of latanoprost alone. When dosed in the AM and examined on Day 28, the trabodenoson 3%/latanoprost 0.005% combination showed 1.2 mmHg additivity to commercial latanoprost. However by Day 56, while the IOP lowering effect of latanoprost improved by 1.3 mmHg, the fixed dose combination of trabodenoson/latanoprost remained unchanged. Therefore, the addition of trabodenoson to latanoprost offered no clinically meaningful advantage in eye pressure reduction over latanoprost alone,” commented David P. Southwell, President and Chief Executive Officer of Inotek. “Based on these results and the results previously reported for our Phase 3 MATrX-1 monotherapy trial, we are evaluating the future clinical potential of trabodenoson, as well as other strategic options.”

Mr. Southwell continued, “We remain focused on the interests of Inotek shareholders and are committed to enhancing shareholder value. Inotek is well-capitalized with an estimated $109M in cash and marketable securities as of the end of the second quarter of 2017.”

Inotek also announced today that it is exploring its strategic alternatives. It has engaged Perella Weinberg Partners as a financial advisor to assist with the strategic review process. There can be no assurance a transaction will result from this process and Inotek does not intend to disclose additional details unless and until it has entered into a specific transaction or otherwise determines that further disclosure is appropriate.

About the Phase 2 Fixed-dose Combination Trial of Trabodenoson and Latanoprost
The randomized, double-masked, Phase 2 dose-ranging trial assessed the overall benefit/risk profile of binocular topical application of different daily doses of trabodenoson (3.0% and 6.0%) when combined with latanoprost (0.005% or 0.0025%) for eight weeks in patients with ocular hypertension or primary open-angle glaucoma.

Three FDCs of trabodenoson and latanoprost were investigated as well as two separate concentrations of latanoprost alone. The treatments were: trabodenoson 6%/latanoprost 0.005%, trabodenoson 3%/latanoprost 0.005%; trabodenoson 6%/latanoprost 0.0025%; latanoprost 0.005%; and latanoprost 0.0025%. Trabodenoson doses were selected to optimize IOP lowering, while maintaining the favorable tolerability and safety profile observed to date. Latanoprost doses were selected based on efficacy and safety profiles, which vary based on dose.

The trial enrolled 201 subjects (original enrollment was exceeded due to a lower than anticipated screen failure rate) with an IOP greater than or equal to 25 mmHg and less than or equal to 34 mmHg; which represents the patients most likely to receive treatment for glaucoma or ocular hypertension. Following a placebo run-in period, treatment was administered to both eyes for a total of eight weeks.

The primary endpoint of the FDC trial measured IOP reduction from diurnal baseline for a two month treatment period. The treatment period was divided into two four-week periods consisting of double-masked AM or PM dosing. The table below has the Daily IOP Change from Diurnal Baseline for the trial.

Treatment
After 4 weeks
QAM (LS Mean)

After 4 weeks
QPM (LS Mean)

Significance vs LTN
0.005% LS Mean

Significance vs LTN
0.005% Median

QAM QPM QAM QPM
Trabo 6%/LTN 0.005%
-6.3 mmHg

-6.2 mmHg 0.367 0.219 0.175 0.275
Trabo 3%/LTN 0.005% -6.9 mmHg -7.0 mmHg 0.061 0.999 0.020 0.791
Trabo 6%/LTN 0.0025% -5.8 mmHg -6.4 mmHg 0.612 0.527 0.695 0.893
LTN 0.005% -5.7 mmHg -7.0 mmHg
LTN 0.0025% -5.5 mmHg -5.9 mmHg
All 3 FDC vs LTN 0.005% 0.226 0.374 0.109 0.244
Trabo 6%/LTN 0.005% and Trabo 3%/LTN 0.005% vs LTN 0.005% 0.107 0.477 0.032 0.432

Top-line results suggest that after 28 days of AM dosing, the FDC composed of trabodenoson 3%/latanoprost 0.005% provided greater IOP lowering when compared to latanoprost alone. However, by Day 56, after 4 weeks of PM dosing, no clinical meaningful additivity was observed. This was driven by the fact that the efficacy of PM latanoprost improved by 1.3 mmHg from Day 28 to Day 56.

There were no significant safety or tolerability events reported, consistent with previous trials of trabodenoson. The most common adverse event for the fixed-dose combination was urinary tract infection (12.7% in overall trabodenoson/latanoprost combinations, 12.2% in latanoprost 0.005%, and 11.9% in latanoprost 0.0025%). Only 1 subject discontinued the trial due to a treatment-related adverse event, and this subject was randomized to the latanoprost 0.0025% monotherapy group (2.4% of this group). There were no discontinuations in any of the FDC groups and the incidence of hyperemia between the overall trabodenoson/latanoprost combinations and the latanoprost alone groups were similar which continues to support that trabodenoson is not associated with hyperemia.

For more information on the trial, please visit www.clinicaltrials.gov/ct2/show/NCT02829996.

Conference Call Information
Inotek will host a conference call and webcast on Monday, July 10, 2017, at 8:30 am ET to discuss the top-line results from the FDC trial. To participate in the conference call, please dial (844) 358-9183 in the U.S. or (478) 219-0400 outside of the U.S. five minutes prior to the start of the call and provide the Conference ID: 51052887, or access the listen-only webcast by visiting the Company’s website www.inotekpharma.com.

An archive of today’s conference call will be available shortly after the conclusion of the call and accessed by dialing (855) 859-2056 in the U.S. or (404) 537-3406 outside of the U.S. and referencing the Conference ID: 51052887, or by visiting Inotek’s website. The audio replay will be available for two weeks following the call and the webcast for thirty days.

About Inotek Pharmaceuticals Corporation
Inotek Pharmaceuticals is a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of therapies for glaucoma and other eye diseases. For more information, please visit www.inotekpharma.com. The inclusion of our website address here and elsewhere in this press release does not include or incorporate by reference the information on our website into this press release.

Forward-Looking Statements
Various statements in this release concerning Inotek’s future expectations, plans and prospects, including without limitation, Inotek’s expectations regarding the use of trabodenoson and its fixed-dose combination (FDC) program with latanoprost as treatments for primary open-angle glaucoma or ocular hypertension; Inotek’s expectations regarding reporting top-line data of its Phase 2 trial for its FDC; Inotek’s expectations with respect to the timing and success of its clinical studies and pre-clinical studies for trabodenoson its FDC, orphan diseases, and the possibility of selective adenosine mimetics to address optic neuropathies and other degenerative retinal diseases, including NAION, and to improve the patho-physiology associated with dry eye disease; may constitute forward-looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 and other federal securities laws and are subject to substantial risks, uncertainties and assumptions. You should not place reliance on these forward looking statements, which often include words such as "believe," "expect," "anticipate," "intend," "plan," "will give," "estimate," "seek," "will," "may," "suggest" or similar terms, variations of such terms or the negative of those terms. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee such outcomes. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including, without limitation, Inotek’s ability to successfully demonstrate the efficacy and safety of trabodenoson, its FDC program, its pre-clinical studies for orphan diseases, or selective adenosine mimetics to address optic neuropathies and other degenerative retinal diseases, including NAION, and to improve the patho-physiology associated with dry eye disease, the pre-clinical and clinical results for its product candidates, which may not support further development and marketing approval, the potential advantages of Inotek’s product candidates, actions of regulatory agencies, which may affect the initiation, timing and progress of pre-clinical studies and clinical trials of its product candidates, Inotek’s ability to obtain, maintain and protect its intellectual property, Inotek’s ability to enforce its patents against infringers and defend its patent portfolio against challenges from third parties, the timing, cost or other aspects of a potential commercial launch of Inotek’s product candidates and potential future sales of our current product candidates or any other potential products if any are approved for marketing, competition from others developing products for similar uses, Inotek’s ability to manage operating expenses, Inotek’s ability to obtain additional funding to support its business activities and establish and maintain strategic business alliances and new business initiatives, Inotek’s ability to identify and execute on its strategic alternatives, Inotek’s dependence on third parties for development, manufacture, marketing, sales and distribution of product candidates, the outcome of litigation, and unexpected expenditures, as well as those risks more fully discussed in the section entitled “Risk Factors” in Inotek’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission as well as discussions of potential risks, uncertainties, and other important factors in Inotek’s subsequent filings with the Securities and Exchange Commission. Accordingly, you should not place undue reliance on these forward-looking statements. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

View source version on businesswire.com: http://www.businesswire.com/news/home/20170707005601/en/

Inotek Contact:
Claudine Prowse, Ph.D., 781-552-4305
Vice President, Corporate Development and IRO
IR

Copyright Business Wire 2017

Source: Business Wire (July 7, 2017 – 4:01 PM EDT)

News by QuoteMedia

$RCAR RISK FACTORS as stated by the company

RISK FACTORS

Risks Related To Our Business

We have experienced significant losses, have not generated any revenues and expect losses to continue for the foreseeable future.

We are a development-stage company. We do not have any commercialized products and have not generated any revenue since inception and do not expect to generate any revenue for the foreseeable future. We had a net loss from continuing operations of $1,898,222 and $1,318,507 for our fiscal years ended December 31, 2016 and 2015, respectively, and we have incurred a cumulative deficit of $11,623,408 million through March 31, 2017. We anticipate incurring losses through at least December 31, 2017. As a result of our recurring losses from operations and substantial accumulated deficit, our independent registered public accounting firm included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited consolidated financial statements for our fiscal year ended December 31, 2016.

9

We may require additional financing to expand, accelerate or sustain our current level of operations beyond our current fiscal year, and failure to obtain such financing would have a material adverse effect on our business, operating results, financial condition and prospects.

As of March 31, 2017, we had cash and cash equivalents of $528,109. We anticipate that we will remain engaged in research and product development activities through at least December 31, 2017. Based upon our current level of operations and expenditures, we believe that absent any modification or expansion of our existing research, development and testing activities, cash on hand should be sufficient to enable us to continue operations to July 2017. There is no assurance that we will be able to generate revenue and achieve profitability or secure additional financing once our current cash balance is depleted. Any significant expansion in scope or acceleration in timing of our current research and development activities, or commencement of any marketing and sales activities, will require additional funds.

If adequate funds, including proceeds, if any, from this offering are not available on reasonable terms or at all, it would result in a material adverse effect on our business, operating results, financial condition and prospects. In particular, we may be required to delay, reduce the scope of or terminate one or more of our research programs, sell rights to our CellMist TM System or other technologies or products based upon such technologies, or license the rights to such technologies or products on terms that are less favorable to us than might otherwise be available. If we raise additional funds by issuing equity or debt securities, further dilution to stockholders may result and new investors could have rights superior to existing stockholders.

Even if financing is available to us, because we cannot currently estimate the amount of funds or time required to commercialize our technologies, we may secure less funding than is actually required to effectuate our business plan.

We cannot accurately predict the amount of funding or the time required to successfully commercialize our CellMist TM System, or any products derived therefrom. The actual cost and time required to commercialize this technology may vary significantly depending on, among other things, the results of our research and development efforts, the cost of developing, acquiring, or licensing various enabling technologies, changes in the focus and direction of our research and development programs, competitive and technological advances, the cost of filing, prosecuting, defending and enforcing claims with respect to patents, the regulatory approval process and manufacturing, marketing and other costs associated with commercialization of these technologies. Because of this uncertainty, even if financing is available to us, we may secure insufficient funding to effectuate our business plan.

The success of our research and development activities is uncertain. If such efforts are not successful, we will be unable to generate revenues from our operations and we may have to cease doing business.

Commercialization of our CellMist TM System will require significant further research, development and testing as we must ascertain whether the CellMist TM System can form the basis for a commercially viable technology or product. If our research and development fails to prove commercial viability of the CellMist TM System, we may need to abandon our business model and/or cease doing business, in which case our shares may have no value and you may lose your investment. We anticipate we will remain engaged in research and development, through at least December 2017.

We currently rely on a single third party to conduct our development activities for our CellMist TM System.

We currently rely on the services of StemCell Systems GmbH (" StemCell Systems ") to conduct our development activities for our CellMist TM System. In the event they are unable to provide us with these services, we may need to expend a considerable amount of resources, time and money to locate another research lab which could have a material and adverse effect of our research and development activities, as well as our operating results and financial condition.

10

We may not be eligible to receive certain grants because of our foreign ownership.

In order to fund the ongoing research and development of our CellMist TM System we may apply for grants. In order to be eligible to receive certain of these grants, particularly those administered by the U.S. federal government, at least 50% of the outstanding shares of a company must be owned by residents of the U.S. Because our majority shareholder is not a U.S. resident, we may not be eligible to receive such grants.

The development of our CellMist TM System is subject to the risks of failure inherent in the development of any novel technology .

Ultimately, the development and commercialization of our CellMist TM System is subject to a number of risks that are particular to the development and commercialization of any novel technology. These risks include, but are not limited to, the following:

· we may fail to develop, acquire, or license various enabling technologies that may be integral to the commercialization of the CellMist TM System (or any derivatives);
· the CellMist TM System may ultimately prove to be ineffective, unsafe or otherwise fail to receive necessary regulatory approvals;
· the CellMist TM System (or any derivatives), even if safe and effective, may be difficult to manufacture on a large scale or uneconomical to market;
· our marketing license or proprietary rights to products derived from the CellMist TM System may not be sufficient to protect our products from competitors;
· the proprietary rights of third parties may preclude us or our collaborators from making, using or marketing products utilizing the CellMist TM System; or,
· third parties may market superior, more effective, or less expensive technologies or products having comparable results to the CellMist TM System (or any derivatives).

If we fail to manage our growth effectively, our business could be disrupted.

Our future financial performance and ability to successfully commercialize our products, of which there is no guarantee, and to compete effectively will depend, in part, on our ability to manage any future growth effectively. We expect to make significant investments to enable our future growth through, among other things, new product development, clinical trials for new indications and expansion of our marketing and sales infrastructure. Any failure to manage future growth effectively could have a material adverse effect on our business and results of operations.

We could be subject to product liability lawsuits, which could result in costly and time-consuming litigation and significant liabilities.

The development of medical device products, such as our CellMist TM System, involves an inherent risk of product liability claims and associated adverse publicity. Any products we may develop may be found to be harmful or to contain harmful substances. This exposes us to substantial risk of litigation and liability or may force us to discontinue production of certain products. There can be no assurance that we will be able to obtain or maintain insurance on reasonable terms or to otherwise protect ourselves against potential product liability claims that could impede or prevent commercialization of any products we may develop and commercialize. Furthermore, a product liability claim could damage our reputation, whether or not such claims are covered by insurance or are with or without merit. A product liability claim against us or the withdrawal of a product from the market could have a material adverse effect on our business or financial condition. Furthermore, product liability lawsuits, regardless of their success, would likely be time consuming and expensive to resolve and would divert management’s time and attention, which could seriously harm our business.

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If we are unable to protect effectively our intellectual property, we may not be able to operate our business and third parties may use our technology, both of which would impair our ability to compete in our markets.

Our success will depend in significant part on our ability to obtain and maintain meaningful patent protection for certain of our technologies and products throughout the world. Patent law relating to the scope of claims in the technology fields in which we will operate is still evolving. The degree of future protection for our proprietary rights is uncertain. We will rely on patents to protect a significant part of our intellectual property and to enhance our competitive position. However, our presently pending or future patent applications may not issue as patents, and any patent previously issued to us or our subsidiaries may be challenged, invalidated, held unenforceable or circumvented. Furthermore, the claims in patents that have been issued to us or our subsidiaries or that may be issued to us in the future may not be sufficiently broad to prevent third parties from producing competing products similar to our products. In addition, the laws of various foreign countries in which we plan to compete may not protect our intellectual property to the same extent as do the laws of the United States. If we fail to obtain adequate patent protection for our proprietary technology, our ability to be commercially competitive will be materially impaired.

If third parties make or file claims of intellectual property infringement against us, or otherwise seek to establish their intellectual property rights, we may have to spend time and money in response and cease some of our operations.

Third parties may claim that we are employing their proprietary technology without authorization or that we are infringing on their patents. We could incur substantial costs and diversion of management and technical personnel in defending against any of these claims. Furthermore, parties making claims against us may be able to obtain injunctive or other equitable relief which could effectively block our ability to further develop, commercialize and sell products. In the event of a successful claim of infringement, courts may order us to pay damages and obtain one or more licenses from third parties. We may not be able to obtain these licenses at a reasonable cost, if at all. Defense of any lawsuit or failure to obtain any of these licenses could prevent us from commercializing available products.

Lawsuits against us by third-parties that allege we infringe their intellectual property rights could harm our potential business and operating results.

There is considerable patent and other intellectual property activity in the industry in which we operate. We may be unaware of intellectual property rights of others that may cover some or all of our technology. Additionally, notwithstanding our receipt of a patent, a third-party may nevertheless challenge the validity of one or more claims included in the patent, which may require us to expend significant funds to defend our claims. For example, on April 4, 2017, the U.S. Patent & Trademark Office (the “ PTO ”) issued to us U.S. Patent No. 9,610, 430 related to our device and method for spraying autologous skin cells. On or about April 11, 2017, we received from Avita Medical Limited (“ Avita ”) a paper copy of what was labeled a Petition for Inter Partes Review purporting to challenge the validity of the claims in U.S. Patent No. 9,610,430 (the “ Petition ”) before the Patent Trial and Appeal Board (“ PTAB ”), which is an administrative proceeding of the PTO (the “ Proceeding ”). We do not agree with the assertions set forth in the Petition and we intend to defend our intellectual property. In the event the Proceeding progresses, the PTAB may find (i) that the Petition is insufficient to establish that any such claims are unpatentable and accordingly confirm all of the claims in our U.S. Patent No. 9,610,430 or (ii) one or more claims of U.S. Patent No. 9,610,430 to be unpatentable and cancel any such claims and confirm the balance of such claims.

In addition to patented technology, we rely on our unpatented proprietary technology, trade secrets, processes and know-how.

We rely on proprietary information (such as trade secrets, know-how and confidential information) to protect intellectual property that may not be patentable, or that we believe is best protected by means that do not require public disclosure. We generally seek to protect this proprietary information by entering into confidentiality agreements, or consulting, services or employment agreements that contain non-disclosure and non-use provisions with our employees, consultants, contractors, scientific advisors and third parties. However, we may fail to enter into the necessary agreements, and even if entered into, these agreements may be breached or otherwise fail to prevent disclosure, third-party infringement or misappropriation of our proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information.

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We have limited control over the protection of trade secrets used by our suppliers and service providers and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, our proprietary information may otherwise become known or be independently developed by our competitors or other third parties. To the extent that our employees, consultants, contractors, scientific advisors and other third parties use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our and relevant third parties’ proprietary rights, failure to obtain or maintain protection for our proprietary information could adversely affect our competitive business position and if third parties are able to establish that we are using their proprietary information without their permission, we may be required to obtain a license to that information, or if such a license is not available, re-design our products to avoid any such unauthorized use or temporarily delay or permanently stop manufacturing or sales of the affected products. Furthermore, laws regarding trade secret rights in certain markets where we may operate may afford little or no protection to our trade secrets.

In seeking to acquire or develop technologies, we are operating in highly competitive markets and our competitors enjoy numerous competitive advantages over us.

Our commercial success will depend on our ability to compete effectively in product development areas such as, but not limited to, safety, efficacy, ease of use, customer compliance, price, marketing and distribution. Our competitors may succeed in developing products that are more effective than any products derived from our research and development efforts or that would render such products obsolete and non-competitive. The skin care and wound care industry is characterized by intense competition, rapid product development and technological change. Most of the competition that we encounter is expected to come from companies, research institutions and universities who are researching and developing technologies and products similar to or competitive with any we may develop.

These companies enjoy numerous competitive advantages, including:

· significantly greater name recognition;
· established relations with customers;
· established distribution networks;
· more advanced technologies and product development;
· additional lines of products, and the ability to offer rebates, higher discounts or incentives to gain a competitive advantage;
· greater experience in conducting research and development, manufacturing, obtaining regulatory approval for products, and marketing approved products;
· greater financial and human resources for product development, sales and marketing, and
· the ability to endure potentially prolonged patent litigation.

As a result, we may not be able to compete effectively against these companies or their products.

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To the extent we are able to develop and commercialize products based upon or derived from our CellMist TM System and underlying technology, if such products do not gain market acceptance, we may not achieve sales and market share.

Even if we are able to develop and commercialize one or more products based upon or derived from the CellMist TM System and underlying technology, of which there is no guarantee, the development of a successful market for our products may be adversely affected by a number of factors, some of which are beyond our control, including:

· customer acceptance of our products;
· obtaining third-party coverage or reimbursement for our products;
· performance and reliability of our products as compared with other alternative products;
· the ability to offer our products for sale at an attractive value and the willingness of physicians to administer our products and their acceptance as part of the medical department routine;
· the prevalence and severity of any side effects;
· the efficacy, potential advantages and timing of introduction to the market of alternative treatments; and
· our failure to develop and maintain successful relationships with health care professionals, manufacturers, distributors, and other resellers, as well as strategic partners.

Failure to achieve market acceptance for any of our products, if and when they are approved for commercial sale, will have a material adverse effect on our business, financial condition and results of operations.

We may be unsuccessful in commercializing our products due to unfavorable pricing regulations, third-party coverage and reimbursement policies or healthcare reform initiatives.

We cannot predict the pricing and reimbursement of any products we may develop and commercialize. The regulations that govern marketing approvals, pricing and reimbursement for new products vary widely from country to country. In some foreign jurisdictions, including the European Union, the pricing of medical devices and treatments is subject to governmental control. In these jurisdictions, pricing negotiations with governmental authorities can take considerable time after the receipt of marketing approval for a product candidate.

As a result, we might obtain regulatory approval for a product in a particular country, but then be subject to price regulations that delay our commercial launch of the product and negatively impact the revenue we are able to generate from the sale of the product in that country. Adverse pricing limitations may hinder our ability to recoup our investment in any products we may develop and commercialize, even after obtaining regulatory approval.

Additionally, we cannot be sure that reimbursement will be available for any products we may develop and commercialize, or if reimbursement is available, what the level of reimbursement will be. Reimbursement may affect the demand for, or the price of, any product for which we obtain marketing approval. Obtaining reimbursement for any products we may develop and commercialize may be particularly difficult because of the higher prices often associated with products administered under the supervision of a physician. If reimbursement is not available or is available only at limited levels, we may not be able to successfully commercialize any products that we successfully develop. Eligibility for reimbursement does not imply that any product will be paid for in all cases or at a rate that covers our costs. Interim payments for new products, if applicable, may also not be sufficient to cover our costs and may not be made permanent. Payment rates may vary according to the use of the product and the clinical setting in which it is used, may be based on payments allowed for lower cost products that are already reimbursed and may be incorporated into existing payments for other services.

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Clinical medical device development is a lengthy and expensive process, with an uncertain outcome.

We intend to develop and commercialize pipeline products based on our CellMist TM System and underlying technology. However, before obtaining regulatory approval for the sale of for any products we may develop and commercialize, we must conduct, at our own expense, clinical studies to demonstrate that the products are safe and effective.

Preclinical and clinical testing is expensive, difficult to design and implement, can take many years to complete and is uncertain as to outcome. A failure of one or more of our clinical trials can occur at any stage of testing. We may experience numerous unforeseen events during, or as a result of, preclinical testing and the clinical trial process. Even if preclinical or clinical trials are successful, we still may be unable to commercialize the product, as success in preclinical trials, early clinical trials, or previous clinical trials, does not ensure commercial acceptance.

Similar or other events could delay or prevent our ability to complete necessary clinical trials for our pipeline products, including:

· regulators may not authorize us to conduct a clinical trial within a country or at a prospective trial site or may change the design of a study;
· delays may occur in reaching agreement on acceptable clinical trial terms with regulatory authorities or prospective sites, or obtaining institutional review board approval;
· our preclinical tests or clinical trials may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct additional trials or to abandon strategic projects;
· the number of patients required for our clinical trials may be larger than we anticipate, enrollment in our clinical trials may be slower or more difficult than we expect, or patients may not participate in necessary follow-up visits to obtain required data, any of which would result in significant delays in our clinical testing process;
· our third-party contractors, such as a research institution, may fail to comply with regulatory requirements or meet their contractual obligations to us;
· we may be forced to suspend or terminate our clinical trials if the participants are being exposed, or are thought to be exposed, to unacceptable health risks or if any participant experiences an unexpected serious adverse event;
· regulators or institutional review boards may require that we hold, suspend or terminate clinical research for various reasons, including noncompliance with regulatory requirements;
· undetected or concealed fraudulent activity by a clinical researcher, if discovered, could preclude the submission of clinical data prepared by that researcher, lead to the suspension or substantive scientific review of one or more of our marketing applications by regulatory agencies, and result in the recall of any approved product distributed pursuant to data determined to be fraudulent;
· the cost of our clinical trials may be significantly greater than we anticipate;
· an audit of preclinical or clinical studies by regulatory authorities may reveal noncompliance with applicable protocols or regulations, which could lead to disqualification of the results and the need to perform additional studies; and
· delays may occur in obtaining our clinical materials.

Moreover, we do not know whether preclinical tests or clinical trials will begin or be completed as planned or will need to be restructured. Significant delays could also shorten the patent protection period during which we may have the exclusive right to commercialize our products or could allow our competitors to bring products to the market before we do, impairing our ability to commercialize our products.

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Development and commercialization of any products requires successful completion of the regulatory approval process, and may suffer delays or fail.

In the U.S., as well as other jurisdictions, we will be required to apply for and receive marketing authorization before we can market our products. This process can be time consuming and complicated and may result in unanticipated delays. To secure marketing authorization, an applicant generally is required to submit an application that includes the data supporting preclinical and clinical safety and efficacy as well as detailed information on the manufacturing and control of the product, proposed labeling and other additional information. Before marketing authorization is granted, regulatory authorities generally require the inspection of the manufacturing facility or facilities and quality systems (including those of third parties) at which the product candidate is manufactured and tested, as well as potential audits of the non-clinical and clinical trial sites that generated the data cited in the marketing authorization application.

We cannot predict how long the applicable regulatory authority or agency will take to grant marketing authorization or whether any such authorizations will ultimately be granted. Regulatory agencies, including the Food and Drug Administration (the “ FDA ”), have substantial discretion in the approval process, and the approval process and the requirements governing clinical trials vary from country to country. The policies of the FDA or other regulatory authorities may change or may not be explicit, and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of any products we may develop and commercialize. We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action, either in the U.S., Europe or elsewhere. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained and we may not achieve or sustain profitability.

Additionally, any regulatory approval that we receive may also contain requirements for potentially costly post-marketing testing and surveillance to monitor the safety and efficacy of the product candidate. Once a product is approved, the manufacturing processes, labeling, packaging, distribution, adverse event reporting, storage, advertising, promotion, import, export and recordkeeping for the product will be subject to extensive and ongoing regulatory requirements. These requirements include submission of safety and other post-marketing information and reports, registration and continued compliance with good manufacturing practices for any clinical trials that we conduct post-approval.

Our product candidates may cause undesirable side effects or have other properties that could delay or prevent their regulatory approval or result in significant negative consequences following marketing approval, if any.

Undesirable side effects caused by our product candidates could cause us or regulatory authorities to interrupt, delay or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or other comparable foreign authorities. Results of our trials could reveal a high and unacceptable severity and prevalence of side effects. In such an event, our trials could be suspended or terminated and the FDA or comparable foreign regulatory authorities could order us to cease further development of or deny approval for our product candidates for any or all targeted indications. Any related side effects could affect patient recruitment or the ability of enrolled patients to complete the trial or result in potential product liability claims. Any of these occurrences may harm our business, financial condition and prospects significantly.

Additionally, if one or more of our product candidates receives marketing approval, and we or others later identify undesirable side effects caused by such products, a number of potentially significant negative consequences could result, including:

· regulatory authorities may withdraw approvals of such product;
· regulatory authorities may require additional warnings on the label;
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· we may be required to create a medication guide outlining the risks of such side effects for distribution to patients;
· we could be sued and held liable for harm caused to patients; and
· our reputation may suffer.

We may be subject to product liability claims and we do not currently maintain product liability insurance.

The manufacture and sale of medical devices and other therapeutic products involve an inherent risk of product liability claims and associated adverse publicity. If we manage to commercialize the CellMist TM System or its underlying technology we may become subject to product liability claims or liabilities in the future, including if patients die, or suffer some other serious adverse effect whether or not such patients were predisposed to adverse outcomes.

Any product liability claims could have a material negative effect on the market acceptance and sales of our products. We currently do not maintain any product liability insurance. We do not know if we will be able to obtain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. This type of insurance is expensive and may not be available on acceptable terms or at all. If we are unable to obtain or maintain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims, we may be unable to continue to develop or commercialize our products or any product candidates that may receive regulatory approval in the future. A successful product liability claim brought against us in excess of our insurance coverage, if any, may require us to make substantial payments. This could adversely affect our cash position and results of operations and could increase the volatility of our stock price.

Obtaining and maintaining regulatory approval for a product candidate in one jurisdiction does not mean that we will be successful in obtaining regulatory approval for that product candidate in other jurisdictions.

Obtaining and maintaining regulatory approval for a product candidate in one jurisdiction does not guarantee that we will be able to obtain or maintain regulatory approval in any other jurisdiction, while a failure or delay in obtaining regulatory approval in one jurisdiction may have a negative effect on the regulatory approval process in others. For example, even if the FDA grants marketing approval for a product candidate, comparable regulatory authorities in foreign jurisdictions must also approve the manufacturing, marketing and promotion of the product candidate in those countries. Approval procedures vary among jurisdictions and can involve requirements and administrative review periods different from, and greater than, those in the U.S., including additional preclinical studies or clinical trials as clinical trials conducted in one jurisdiction may not be accepted by regulatory authorities in other jurisdictions. In many jurisdictions outside the U.S., a drug candidate must be approved for reimbursement before it can be approved for sale in that jurisdiction. In some cases, the price that we intend to charge for our products is also subject to approval.

We may fail to obtain regulatory approval for our product candidates.

Our potential product candidates could fail to receive regulatory approval for many reasons, including one or more of the following:

· the FDA or comparable foreign regulatory authorities may disagree with the design or implementation of our clinical trials or the validation of our caregiver and patient reported outcome instruments;
· we may be unable to demonstrate to the satisfaction of the FDA or comparable foreign regulatory authorities that a product candidate is safe and effective for any of its proposed indications;
· the results of clinical trials may not meet the level of statistical significance required by the FDA or comparable foreign regulatory authorities for approval;
· we may be unable to demonstrate that a product candidate’s clinical and other benefits outweigh its safety risks;
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· the FDA or comparable foreign regulatory authorities may disagree with our interpretation of data from preclinical studies or clinical trials;
· the data collected from clinical trials of our CellMist TM System and its underlying technology may not be sufficient to satisfy the FDA or comparable foreign regulatory authorities to support our submission or to obtain regulatory approval in the U.S. or elsewhere;
· the FDA or comparable foreign regulatory authorities may fail to approve the manufacturing processes or facilities of third-party manufacturers with which we contract for clinical and commercial supplies; and
· the approval policies or regulations of the FDA or comparable foreign regulatory authorities may significantly change in a manner rendering our clinical data insufficient for approval.

Healthcare legislative reform measures may have a material adverse effect on our business and results of operations.

In the U.S., there have been and continue to be a number of legislative initiatives to contain healthcare costs. For example, in March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, or the Health Care Reform Law, was passed, which substantially changes the way health care is financed by both governmental and private insurers, and significantly impacts the U.S. healthcare industry. The Health Care Reform Law, among other things, (i) subjects biologic products to potential competition by lower-cost biosimilars, (ii) addresses a new methodology by which rebates owed by manufacturers under the Medicaid Drug Rebate Program are calculated for drugs that are inhaled, infused, instilled, implanted, or injected, (iii) increases the minimum Medicaid rebates owed by manufacturers under the Medicaid Drug Rebate Program and extends the rebate program to individuals enrolled in Medicaid managed care organizations, (iv) establishes annual fees and taxes on manufacturers of certain branded prescription drugs, and (v) promotes a new Medicare Part D coverage gap discount program.

In addition, other legislative changes have been proposed and adopted in the U.S. since the Health Care Reform Law was enacted. On August 2, 2011, the Budget Control Act of 2011, among other things, created measures for spending reductions by Congress. A Joint Select Committee on Deficit Reduction, tasked with recommending a targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, was unable to reach required goals, thereby triggering the legislation’s automatic reduction to several government programs. This includes aggregate reductions of Medicare payments to providers up to 2% per fiscal year. On January 2, 2013, President Obama signed into law the American Taxpayer Relief Act of 2012, or the ATRA, which, among other things, delayed for another two months the budget cuts mandated by these sequestration provisions of the Budget Control Act of 2011. On March 1, 2013, the President signed an executive order implementing sequestration, and on April 1, 2013, the 2% Medicare payment reductions went into effect. We expect that additional state and federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that federal and state governments will pay for healthcare products and services, which could result in reduced demand for our product candidates or additional pricing pressures.

We are subject to extensive environmental, health and safety, and other laws and regulations.

Although our business involves the controlled use of biological materials, the risk of accidental contamination or injury from these materials cannot be eliminated. If an accident, spill or release of any such chemicals or substances occurs, we could be held liable for resulting damages, including for investigation, remediation and monitoring of the contamination, including natural resource damages, the costs of which could be substantial. We are also subject to numerous environmental, health and workplace safety laws and regulations, including those governing laboratory procedures. Additional or more stringent laws and regulations affecting our operations may be adopted in the future. We may incur substantial capital costs and operating expenses and may be required to obtain consents to comply with any of these or certain other laws or regulations and the terms and conditions of any permits required pursuant to such laws and regulations, including costs to install new or updated pollution control equipment, modify our operations or perform other corrective actions at our respective facilities. In addition, fines and penalties may be imposed for noncompliance with environmental, health and safety and other laws and regulations or for the failure to have, or comply with the terms and conditions of, required environmental or other permits or consents.

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We face competition from the existing standard of care and potential changes in medical practice and technology and the possibility that our competitors may develop products, treatments or procedures that are similar, more advanced, safer or more effective than ours.

The medical, biotechnology and pharmaceutical industries are intensely competitive and subject to significant technological and practice changes. We may face competition from many difference sources with respect to any products we may develop and commercialize. Possible competitors may be medical practitioners, pharmaceutical, biotechnology, medical device, and wound care companies, academic and medical institutions, governmental agencies and public and private research institutions, among others. Should any competitor’s product candidates receive regulatory or marketing approval prior to ours, they may establish a strong market position and be difficult to displace, or will diminish the need for our products.

Our commercial opportunity could be reduced or eliminated if our competitors develop and commercialize products, treatments or procedures that are safer, more effective, have fewer or less severe side effects, are more convenient or are less expensive than any product that we may develop. Many of our current or future competitors may have significantly greater financial resources and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals and marketing approved products than we may have. Mergers and acquisitions in the pharmaceutical, medical device, and biotechnology industries or wound care markets may result in even more resources being concentrated among a smaller number of our competitors. Other early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. These companies compete with us in recruiting and retaining qualified scientific and management personnel, establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies complementary to, or necessary for, our programs.

We may compete for the time and efforts of our officers and directors.

Certain of our officers and directors are also officers, directors, and employees of other companies and we may have to compete with the other companies for their time, attention and efforts. Our officers provide us their services on a part-time basis and none of our directors anticipate devoting more than approximately five (5%) percent of their working time to our matters.

We maintain at-will consulting agreements with our officers that may be terminated by us or the respective officer at any time and for any reason.

We maintain at-will consulting agreements with our officers that may be terminated by us or the respective officer at any time and for any reason. If any of our officers terminate their consulting agreement it may have a material adverse effect on our business, financial condition or ability to operate.

Our growth and success depends on our ability to attract and retain additional highly qualified and skilled sales and marketing, research and development, operational, managerial and finance personnel.

Our growth and success depends on our ability to attract and retain additional highly qualified and skilled sales and marketing, research and development, operational, managerial and finance personnel. Competition for skilled personnel is intense and the unexpected loss of an employee with a particular skill could materially adversely affect our operations until a replacement can be found and trained. If we cannot attract and retain skilled scientific and operational personnel, as required, for our research and development and manufacturing operations on acceptable terms, we may not be able to develop and commercialize any products we may develop and commercialize. Further, any failure to effectively integrate new personnel could prevent us from successfully growing our company.

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Risks Related To Ownership of Our Common Stock

The trading price of our common stock historically has been volatile and may not reflect its actual value.

The trading price of our common stock has, from time to time, fluctuated widely and in the future may be subject to similar fluctuations. The trading price may be affected by a number of factors including the risk factors set forth herein, as well as our operating results, financial condition, general economic our control. In recent years, broad stock market indices in general, and smaller capitalization companies in particular, have experienced substantial price fluctuations. In a volatile market, we may experience wide fluctuations in the market price of our common stock. These fluctuations may have a negative effect on the market price of our common stock. In addition, the sale of our common stock into the public market upon the effectiveness of this registration statement could put downward pressure on the trading price of our common stock.

The sale by our stockholders of restricted shares, either pursuant to a resale prospectus or Rule 144, may adversely affect our ability to raise the funds we will require to effectuate our business plan.

As of the date of this prospectus we had 74,650,675 shares issued and outstanding, of which 50,434,347 are deemed “restricted securities” within the meaning of Rule 144. The possibility that substantial amounts of our common stock may be sold into the public market, either under Rule 144, or pursuant to a resale registration statement, may adversely affect prevailing market prices for the common stock and could impair our ability to raise capital in the future through the sale of equity securities because of the perception that future resales could decrease our stock price and because of the availability of resale shares to those interested in investing in our common stock.

Our common stock is a penny stock and is not traded on a national securities exchange; therefore you may find it difficult to sell shares of our common stock you may acquire in this offering.

Our common stock is quoted on the OTCQB. The OTCQB is viewed by most investors as a less desirable, and less liquid, marketplace. As a result, an investor may find it more difficult to purchase, dispose of or obtain accurate quotations as to the value of our common stock.

Additionally, our common stock is subject to regulations of the SEC applicable to “penny stock.” Penny stock includes any non-NASDAQ equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Rules 15g-1 through 15g-9 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), imposes certain sales practice requirements on broker-dealers who sell our common stock to persons other than established customers and “accredited investors” (as defined in Rule 501(a) of the Securities Act). For transactions covered by this rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. This rule adversely affects the ability of broker-dealers to sell our common stock and purchasers of our common stock to sell their shares of our common stock.

In addition, the penny stock regulations require that prior to any non-exempt buy/sell transaction in a penny stock, a disclosure schedule proscribed by the SEC relating to the penny stock market must be delivered by a broker-dealer to the purchaser of such penny stock. This disclosure must include the amount of commissions payable to both the broker-dealer and the registered representative and current price quotations for our common stock. The regulations also require that monthly statements be sent to holders of penny stock that disclose recent price information for the penny stock and information of the limited market for penny stocks. These requirements adversely affect the market liquidity of our common stock.

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Although our common stock is currently quoted on the OTCQB, if we do not meet or comply with the recent rule changes to the OTCQB our shares may be delisted from the OTCQB and would likely be traded on the OTC Pink (aka the Pink Sheets).

Although our common stock is currently quoted on the OTCQB, effective as of May 1, 2014, the OTC Markets Group Inc. changed its rules for OTCQB eligibility. To be eligible for OTCQB, companies will be required to:

· meet a minimum bid price test of $0.01. Securities that do not meet the minimum bid price test will be downgraded to OTC Pink;
· submit an application to OTCQB and pay an application and annual fee; and
· submit an OTCQB Annual Certification confirming the Company Profile displayed on www.otcmarkets.com is current and complete and providing additional information on officers, directors, and controlling shareholders.

In the event we do not submit an annual certification and pay the annual fee our common stock will likely be downgraded to the OTC Pink, which could adversely affect the market liquidity of our common stock.

Kalen Capital Corporation (“KCC”), a private corporation solely owned by Mr. Harmel Rayat, beneficially owns approximately 66% of our issued and outstanding stock. This ownership interest may permit KCC to influence significant corporate decisions.

As of March 16, 2017, KCC, a private corporation solely owned by Harmel S. Rayat, a former officer and director of ours, beneficially owned approximately 50,008,783 shares (including shares issuable upon exercise of outstanding warrants and convertible notes), or approximately 66%, of our outstanding common stock. As a result, Mr. Rayat may be able to exercise significant influence over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, and will have significant control over our management and policies. Mr. Rayat’s interests may be different from yours. For example, he may support proposals and actions with which you may disagree or which are not in your interest. This concentration of ownership could delay or prevent a change in control of our company or otherwise discourage a potential acquirer from attempting to obtain control of our company, which in turn could reduce the price of our common stock. In addition, Mr. Rayat could use his voting influence to maintain our existing management and directors in office, or support or reject other management and board proposals that are subject to stockholder approval, such as the adoption of employee stock plans and significant unregistered financing transactions.

There are convertible loans in the aggregate principal amount of $1,145,000 outstanding that we do not currently have the funds to repay.

On September 9, 2016, we entered into a loan agreement (the “ KCC Loan Agreement ”) with KCC pursuant to which KCC agreed to loan us up to $900,000, of which we received $700,000, at an annual interest rate of 7% per year, compounded quarterly and a maturity date of December 31, 2017, which was evidenced by a convertible promissory note convertible at the lesser of (i) $1.54 or (ii) a twenty percent (20%) discount to the average closing price of our common stock as quoted on the OTCQB for the five (5) days prior to the date on which the holder elects to convert the note, subject to a floor price of $1.23. On February 23, 2017, we entered into loan agreements with KCC and a member of our Board (the “ February Loan Agreements ”) pursuant to which we received $420,000, at an annual interest rate of 7% per year, compounded quarterly and a maturity date of February 23, 2018, which was evidenced by convertible promissory notes convertible at the lesser of (i) $3.45 or (ii) a twenty percent (20%) discount to the average closing price of our common stock as quoted on the OTCQB for the five (5) days prior to the date on which the holder elects to convert the note, subject to a floor price of $2.76. On March 6, 2017, we entered into a loan agreement with an investor (the “ March Loan Agreement ”) pursuant to which we received $25,000, at an annual interest rate of 7% per year, compounded quarterly and a maturity date of February 23, 2018, which was evidenced by convertible promissory note. We do not currently have the funds to repay these loans.

There are options to purchase shares of our common stock currently outstanding.

As of the date of this prospectus we have granted options to purchase shares of our common stock to various persons and entities, under which we could be obligated to issue up to 545,000 shares of our common stock. The exercise prices of these options range from $0.80 to $ o per share. If issued, the shares underlying these options would increase the number of shares of our common stock currently outstanding and dilute the holdings and voting rights of our then-existing stockholders.

21

There are warrants to purchase shares of our common stock currently outstanding.

As of the date of this prospectus we have issued warrants to purchase shares of our common stock to various persons and entities, under which we could be obligated to issue up to 2,343,401 shares of common stock. The exercise prices of these warrants are: (1) $0.35 per share for the 720,000 Series A Warrant through July 12, 2019. The Series A Warrant vests in equal installments of 240,000 on July 12, 2014-2018 and expires on July 12, 2019; (2) $1.10 for the 910,000 shares issuable upon exercise of the Series D Warrants through June 5, 2020; (3) the lesser of (i) $1.54 or (ii) a twenty percent (20%) discount to the average closing price of our common stock as quoted on the OTCQB for the five (5) days prior to the date on which the holder elects to exercise the warrant for the 584,416 shares issuable upon exercise of the Series E Warrant. the Series E Warrant may not be exercised prior to September 9, 2017 and expires on September 9, 2021; (4) the lesser of (i) $3.45 or (ii) a twenty percent (20%) discount to the average closing price of our common stock as quoted on the OTCQB for the five (5) days prior to the date on which the holder elects to exercise the warrant for the 128,985 shares issuable upon exercise of the Series F Warrants. The Series F Warrants may be exercised beginning on the one month anniversary of their issuance; 121,739 Series F Warrants expire on February 23, 2022 and the remaining 7,246 expire on March 9, 2022. If issued, the shares underlying the warrants would increase the number of shares of our common stock currently outstanding and dilute the holdings and voting rights of our then-existing stockholders. Each of the warrants may be exercised on a "cashless basis" using the formula set forth therein.

We may issue preferred stock which may have greater rights than our common stock.

Our Articles of Incorporation allow our Board of Directors (the “ Board ”) to issue up to 10,000,000 shares of preferred stock. Currently, no shares of preferred stock are issued and outstanding. However, we can issue shares of our preferred stock in one or more series and can set the terms of the preferred stock without seeking any further approval from the holders of our common stock. Any preferred stock that we issue may rank ahead of our common stock in terms of dividend priority or liquidation premiums and may have greater voting rights than our common stock. In addition, such preferred stock may contain provisions allowing it to be converted into shares of common stock, which could dilute the value of our common stock to then current stockholders and could adversely affect the market price, if any, of our common stock.

We have entered into a registration rights agreement (the “Registration Rights Agreement)” with KCC requiring us to register all the shares owned by KCC as of November 29, 2013 (the “11/29 Financing”), including all shares issuable upon conversion of any warrants then owned by KCC. If we fail to timely file the registration statements we will be obligated to issue additional shares of our common stock to KCC.

As part of the 11/29 Financing, we entered into the Registration Rights Agreement with KCC pursuant to which we agreed to file such number of registration statements as required to register for resale with the SEC all the shares owned by KCC as of November 29, 2013, including all shares issuable upon conversion of any warrants then owned by KCC. The first registration statement that we are obligated to file covers the shares and warrants issued to KCC as part of the 11/29 Financing. If we fail to timely file the registration statements we will be obligated to issue additional shares of our common stock to KCC. In the event the we fail to file a registration statement in the time period required, we will issue to KCC additional shares of our common stock equal to 5% of the shares of our common stock that were to be registered for every thirty day period for which we fail to file such registration statement, subject to proration for any portion of such thirty day period and up to a maximum number of shares of our common stock equal to 25% of the number of shares of our common stock that were to be registered. Additionally, in the event we fail to cause a registration statement to be declared effective within ninety days from the date of filing, we will issue to KCC additional shares of our common stock equal to 2.5% of the shares of our common stock that were to be registered for every thirty day period for which we fail to cause the SEC to declare such registration statement effective, subject to proration for any portion of such thirty day period and up to a maximum number of shares of our common stock equal to 10% of the number of shares of common stock included in such registration statement. We timely filed the initial registration statement that we were required to file on behalf of KCC.

22

Our compliance with changing laws and rules regarding corporate governance and public disclosure may result in additional expenses to us which, in turn, may adversely affect our ability to continue our operations.

Keeping abreast of, and in compliance with, changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and, in the event we are ever approved for listing on a registered national exchange, such exchange’s rules, will require an increased amount of management attention and external resources. We intend to continue to invest all reasonably necessary resources to comply with evolving standards, which may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. Our failure to adequately comply with any of these laws, regulations, standards or rules may result in substantial fines or other penalties and could have an adverse impact on our ongoing operations.

Because we do not intend to pay dividends for the foreseeable future you should not purchase our shares if you are seeking dividend income.

We currently intend to retain future earnings, if any, to support the development and expansion of our business and do not anticipate paying cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our Board after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize their investment. Investors seeking cash dividends should not purchase the shares offered by us pursuant to this prospectus.

ABOUT OUR COMPANY

We are a development-stage company focusing on the acquisition, development and commercialization of autologous (using a patient’s own cells) cellular therapies for medical and aesthetic applications. On July 12, 2013, we, through our wholly owned subsidiary, RenovaCare Sciences Corp., completed the acquisition of our flagship CellMist TM System along with associated United States patent applications and two foreign patent applications, the first of which was filed on August 23, 2007 (DE 10 2007 040 252.1) and the second of which was filed on April 27, 2011 (DE 10 2011 100 450.9), both of which have been granted. One of the US patent applications was granted to us on November 29, 2016 (Patent No. US 9,505,000) and the other patent application was granted to us on April 4, 2017 (Patent No. US 9,610,430). In the case of U.S. patents, a typical utility patent term is 20 years from the date on which the application for the patent was filed in the United States or, if the application contains a specific reference to an earlier filed application or applications, from the date on which the earliest such application was filed. Patents filed outside of the U.S. have a patent term typically running 20 years from the date of first filing, but which are determined by the law of the country in which they issue. Patent term may be affected by events such as maintenance (or annuity) fee payment, terminal or statutory disclaimer, post-grant proceedings, patent term adjustment, and/or patent term extension.

23
Table of Contents

The development of our CellMist TM System is in the early stage and we anticipate that we will be required to expend significant time and resources to further develop our technology and determine whether a commercially viable product can be developed. Research and development of new technologies involves a high degree of risk and there is no assurance that our development activities will result in a commercially viable product. The long-term profitability of our operations will be, in part, directly related to the cost and success of our development programs, which may be affected by a number of factors.

Our common stock is traded on the OTCQB under the symbol “RCAR.” On May 11 , 2017, the closing price of our common stock, as reported on the OTCQB was $ 4.20 per share

Additional information regarding our company, including our audited financial statements and descriptions of our business, is contained in the documents incorporated by reference in this prospectus. See “Information Incorporated by Reference” beginning on page 36 and “Where You Can Find Additional Information” on page 36.

https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12064967

$SRSC $SHLD $SCC Sears Canada delisted from @NASDAQ @TMXmoney

Last week I asked the question; why has $SHLD not gone bankrupt yet  Apparently there is a large shareholder keeping it afloat.  And now I see that Sears Canada common shares are delisted from Nasdaq and to be delisted from TSX soon.

SHLD-finviz-daily-chart-07-04-2017

On the very last trading day of $SRSC on Nasdaq, there was quite a rodeo, see this chart below!

SRSC-5-day-intraday-07-03-2017

It certainly appears as though $SHLD bankruptcy is near, does anyone have any suggestions on how to benefit from it? The leap put options are rather expensive already, the market is pricing in the likelihood of a bankruptcy in my opinion.  Is there any methods to bet on a bankruptcy that are not yet too expensive -bonds, warrants, certain options? 

Below is the SHLD Sears Jan2018 Jan2019 option chains, as well as the implied volatility and historical volatility measurements.

SHLD-Jan2018-option-chain-07-04-2017
SHLD-Jan2019-option-chain-07-04-2017

SHLD-option-IV-HIV-07-04-2017

June 26, 2017 – 5:00 PM EDT
Sears Canada Common Shares to be Delisted from NASDAQ
Canada NewsWire

TORONTO, June 26, 2017

TORONTO, June 26, 2017 /CNW/ – On June 22, 2017, Sears Canada Inc. (the “Company”) (TSX: SCC; NASDAQ: SRSC) received notice from the Listing Qualifications Department of the NASDAQ Stock Market LLC (“NASDAQ”) indicating that it has determined to delist the Company’s common shares from The Nasdaq Stock Market, and to suspend trading in the common shares at the opening of business on July 3, 2017, unless the Company requests an appeal of that decision to delist the shares. The Company will not appeal the decision. NASDAQ has made its determination based on the granting of an order on June 22, 2017 by the Ontario Superior Court of Justice (Commercial List) providing the Company with protection from its creditors under the Companies’ Creditors Arrangement Act (Canada), as well as the failure by the Company to comply with NASDAQ Listing Rule 5450(a)(1).

About Sears Canada
Sears Canada Inc. is an independent Canadian digital and store-based retailer and technology company whose head office is based in Toronto. Sears Canada’s unique brand format offers premium quality Sears Label products, designed and sourced by Sears Canada, and of-the-moment fashion and home décor from designer labels in The Cut @Sears. Sears Canada also has a top ranked appliance and mattress business in Canada. Sears Canada is undergoing a reinvention, including new customer experiences at every touchpoint, a new e-commerce platform, new store concepts, and a new set of customer service principles designed to deliver WOW experiences to customers. Information can be found at sears.ca/reinvention. Sears Canada operates as a separate entity from its U.S.-based co-founder, now known as Sears Holdings Corporation, based in Illinois.

SOURCE Sears Canada Inc.

View original content: http://www.newswire.ca/en/releases/archive/June2017/26/c2762.html

Contact for Media: Vincent Power, Sears Canada, Corporate Communications, vpower@sears.caCopyright CNW Group 2017

Source: Canada Newswire (June 26, 2017 – 5:00 PM EDT)

News by QuoteMedia

 

June 30, 2017 – 4:01 PM EDT
Sears Canada Common Shares to be Delisted from TSX
Canada NewsWire

TORONTO, June 30, 2017

TORONTO, June 30, 2017 /CNW/ – On June 29, 2017, Sears Canada Inc. (the “Company”) (TSX: SCC; NASDAQ: SRSC) received notice that the Continued Listings Committee of Toronto Stock Exchange (“TSX”) had determined to delist the Company’s common shares effective at the close of market on July 28, 2017. The Company does not intend to appeal the decision. The common shares remain suspended from trading.

About Sears Canada
Sears Canada Inc. is an independent Canadian digital and store-based retailer and technology company whose head office is based in Toronto. Sears Canada’s unique brand format offers premium quality Sears Label products, designed and sourced by Sears Canada, and of-the-moment fashion and home décor from designer labels in The Cut @Sears. Sears Canada also has a top ranked appliance and mattress business in Canada. Sears Canada is undergoing a reinvention, including new customer experiences at every touchpoint, a new e-commerce platform, new store concepts, and a new set of customer service principles designed to deliver WOW experiences to customers. Information can be found at sears.ca/reinvention. Sears Canada operates as a separate entity from its U.S.-based co-founder, now known as Sears Holdings Corporation, based in Illinois.

SOURCE Sears Canada Inc.

View original content: http://www.newswire.ca/en/releases/archive/June2017/30/c5562.html

Contact for Media: Vincent Power, Sears Canada, Corporate Communications, vpower@sears.caCopyright CNW Group 2017

Source: Canada Newswire (June 30, 2017 – 4:01 PM EDT)

News by QuoteMedia

Why I like #trading #pennystocks

Since the penny stocks are so inefficient, you can find some real good trade opportunities, such as this one I will outline below in the time & sales. Buying for 0.35 and 0.55, selling within a few days for gains up to 1000% return on investment.

Although I had bids at those prices, in this case I wasn’t the one who got those shares at 0.35 and 0.55 (they avoided my order), but sometimes you get those shares too. Just gotta hold your hat out and see what you get.

Depth/Level II for xxxxxxxxxxxxxxxxxxxx
$ 1.48 RT 0.00 (0.00%) Volume: 520 12:46 PM EDT May 18, 2017
Level II
Level II Quotebook
Time MMID Size Bid
Level 2 is only
available in Real-Time
Ask Size MMID Time
Level 2 is only
available in Real-Time
Time & Sales RT
Price Size Mkt Time
$5.00 100 OTO 12:46:11
$1.48 100 OTO 12:29:25
$1.48 100 OTO 12:28:06
$1.48 20 OTO 12:27:29
$1.48 200 OTO 12:27:27
$1.48 100 OTO 05/17
$1.48 50 OTO 05/16
$1.48 100 OTO 05/15
$1.38 1 OTO 05/15
$1.48 100 OTO 05/12
$1.40 100 OTO 05/12
$1.405 95 OTO 05/12
$1.405 95 OTO 05/12
$1.60 100 OTO 05/11
$0.35 400 OTO 05/11
$0.55 400 OTO 05/11
$1.50 100 OTO 05/11
$1.75 100 OTO 05/10
$2.24 100 OTO 05/05
$2.00 100 OTO 05/02
$2.24 100 OTO 05/02
$2.23 100 OTO 05/02
$2.23 30 OTO 04/28
$3.00 214 OTO 04/26
$3.10 60 OTO 04/24
$3.09 40 OTO 04/24
$3.10 10 OTO 04/24
$3.15 100 OTO 04/24
$3.15 10 OTO 04/24
$2.50 100 OTO 04/24