UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| INTELLICELL BIOSCIENCES, INC |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 45825A105 |
| (CUSIP Number) |
| John C. Kirkland, Esq. |
| 881 Alma Real Drive, Suite 305 |
| Los Angeles, CA 90272-3731 |
| (310) 935-3900 |
| (Name, Address and Telephone Number of Person |
| Authorized to Receive Notices and Communications) |
| August 13, 2013 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. þ
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 45825A105 | 13D | Page 2 of 4 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) IRONRIDGE GLOBAL IV, LTD. |
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY) EIN: 27-4741201 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JOHN C. KIRKLAND |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BRENDAN T. O’NEIL |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RICHARD H. KREGER |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) KEITH COULSTON |
| CUSIP No. 45825A105 | 13D | Page 3 of 4 Pages |
Item 4. Purpose of Transaction.
The issuer failed to place $600,000 in escrow by August 12, 2013, as ordered by the New York Supreme Court to be held as a condition of continuing the foreclosure sale. On August 13, 2013, the Court ordered the issuer to pay to Ironridge Global IV, Ltd. all principal, interest and attorneys’ fees due under the note by August 14, 2013. If payment is timely received, Ironridge has agreed to withdraw the notice of foreclosure without prejudice, reserving all rights and remedies under the loan documents. If the issuer again fails to make any payment, the foreclosure sale will proceed at 10:00 am on Thursday, August 15, 2013.
Item 7. Material to Be Filed as Exhibits.
Exhibit 2. Notice of Default, dated July 16, 2013
Exhibit 3. Notice of Failure to Comply, dated July 16, 2013
Exhibit 4. Notice of Foreclosure Sale, dated July 29, 2013
| CUSIP No. 45825A105 | 13D | Page 4 of 4 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 13, 2013 IRONRIDGE GLOBAL IV, LTD.
| Dated: August 13, 2013 | IRONRIDGE GLOBAL IV, LTD. |
| By: /s/ David Sims | |
| Name: David Sims | |
| Its: Director | |
| IRONRIDGE GLOBAL PARTNERS, LLC | |
| By: /s/ John Kirkland | |
| Name: John Kirkland | |
| Its: Managing Director | |
| /s/ John C. Kirkland | |
| John C. Kirkland | |
| /s/ Brendan T. O’Neil | |
| Brendan T. O’Neil | |
| /s/ Richard H. Kreger | |
| Richard H. Kreger | |
| /s/ Keith Coulston | |
| Keith Coulston |
NOTICE OF DEFAULT
Pursuant to Section 6 of that certain Convertible Promissory Note (“Note”) issued by Intellicell Biosciences, Inc., a Nevada corporation (“Company”) as of May 31, 2012, in the original principal amount of $500,000, to TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership (“Assignor”), which Note has been assigned to Ironridge Global IV, Ltd., a British Virgin Islands business company (“Holder”), Company is hereby given notice of multiple Events of Default, including, but not limited to, each of the following:
| 1. | Company has failed to pay installments of interest, principal and other sums due under the Note and other Transaction Documents within one Business Day of when such payments were due and payable; |
| 2. | Company has admitted, in writing, its inability to pay its debts as they become due; and |
| 3. | Company has failed to perform, comply with and abide by all of the material stipulations, agreements, conditions and covenants contained in the Note and other Transaction Documents on the part of the Company to be performed complied with, and abided by. |
Holder hereby declares the full outstanding principal balance of the Note, together with all other sums due under the Note and the other Transaction Documents, immediately due and payable, together with all accrued and unpaid interest thereon.
The foregoing is without waiver of any of Holder’s rights or remedies, including without limitation any other Events of Default, and shall not constitute a withdrawal of any prior loan acceleration or notice of default by Assignor.
| IRONRIDGE GLOBAL IV, LTD. | |
| July 16, 2013 |
NOTICE OF FAILURE TO COMPLY
Pursuant to Section 6 of that certain Convertible Promissory Note (“Note”) issued by Intellicell Biosciences, Inc., a Nevada corporation (“Company”) as of May 31, 2012, in the original principal amount of $500,000, to TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership (“Assignor”), which Note has been assigned to Ironridge Global IV, Ltd., a British Virgin Islands business company (“Holder”), Company is hereby given notice that Company has failed to perform, comply with and abide by all of the material stipulations, agreements, conditions and covenants contained in the Note and other Transaction Documents on the part of the Company to be performed complied with, and abided by, including, but not limited to, each of the following:
| 1. | On or about May 21, 2013, Company entered into a stipulation of settlement with Hanover Holdings I, LLC, pursuant to which Company agreed, outside the ordinary course of its business as conducted prior to the date of the Note, to issue shares of its Common Stock which constitute a portion of Holder’s Collateral, as defined in the Security Agreement with Assignor dated May 31, 2012; |
| 2. | From May 21, 2013 to the present, Company has issued over 31,000,000 shares of its Common Stock, thus dissipating Holder’s Collateral; |
| 3. | Company has stated its intention to continue to issue shares of its Common Stock, in partial satisfaction of unsecured debts of Company, which are subordinate to the interests of Holder; |
| 4. | Company violated Section 3(b)(ix) of the Security Agreement, which requires that: “Company shall at all times safeguard and protect all Collateral, at its own expense, for the account of the Secured Party, provided that the Company shall be permitted to dispose of Collateral in the ordinary course of business”; |
| 5. | Company violated Section 3(b)(x) of the Security Agreement, which requires that: “Company will not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral, without the prior written consent of the Secured Party, which consent may be withheld in the Secured Party’s sole and absolute discretion, except for transfers, sales or licenses made in the ordinary course of the Company’s business as currently conducted”; |
| 6. | Company violated Section 3(b)(x) of the Security Agreement, which requires that: “Company shall keep, maintain and preserve all of the Collateral in good condition, repair and order and the Company will use, operate and maintain the Collateral in compliance with all laws, and in compliance with all applicable insurance requirements and regulations”; |
| 7. | Company violated Section 3(b)(xv) of the Security Agreement, which requires that: “Company shall promptly notify the Secured Party in sufficient detail upon becoming aware of any litigation, attachment, garnishment, execution or other legal process levied against any Collateral or of any litigation, attachment, garnishment, execution or other legal process which Company knows or has reason to believe is pending or threatened against it or the Collateral, and of any other information received by the Company that may materially affect the value of the Collateral, the security interests granted hereunder, the rights and remedies of the Secured Party hereunder, or the Company’s ability to meet its obligations under the Note or this Agreement”; |
| 8. | Company violated Section 3(b)(xiv) of the Security Agreement, which requires that: “The Company will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral”; and |
| 9. | There has been an adverse change in Company’s financial condition. |
Company must immediately cease and desist from issuing any further shares of its common stock in violation of the Transaction Documents.
Within 10 days of receipt of this notice, Company must cure all of is failures to perform, comply with and abide by all of the material stipulations, agreements, conditions and covenants contained in the Note and other Transaction Documents on the part of the Company to be performed complied with, and abided by, including, but not limited to, all of those set forth hereinabove.
The foregoing is without waiver of any of Holder’s rights or remedies, including without limitation any other Events of Default, and shall not constitute a withdrawal of any prior notice of failure to comply or notice of default.
| IRONRIDGE GLOBAL IV, LTD. | |
| July 16, 2013 |
NOTICE OF FORECLOSURE SALE
NOTIFICATION BEFORE DISPOSITION OF COLLATERAL BY PUBLIC SALE
| To: | IntelliCell BioSciences, Inc., a Nevada corporation | |
| Dr. Steven A. Victor | ||
| Leonard Mazur | ||
| Myron Holubiak | ||
| Michael Hershman | ||
| John P. Pavia III | ||
| Stuart Goldfarb | ||
| Certain secured creditors of IntelliCell BioSciences, Inc. | ||
| From: | Ironridge Global IV, Ltd. | |
| Harbour House, 2nd Floor | ||
| Waterfront Drive, Road Town, Tortola | ||
| British Virgin Islands VG1110 | ||
| Debtor: | IntelliCell BioSciences, Inc. | |
| 460 Park Avenue, 17th Floor | ||
| New York, NY 10022 | ||
| Guarantors: | Dr. Steven A. Victor | |
| Leonard Mazur | ||
| Myron Holubiak | ||
| Michael Hershman | ||
| John P. Pavia III | ||
| Stuart Goldfarb | ||
| Debt: | $666,495.75, plus per diem interest of $230.50 after July 11, 2013 | |
| Collateral: | All Assets of IntelliCell BioSciences, Inc. |
PLEASE TAKE NOTICE, pursuant to NRS 104.9611 of Nevada Revised Statutes, and Section 5(a)(iii) of that certain Security Agreement between Intellicell Biosciences, Inc., a Nevada corporation (“Debtor”) and the predecessor in interest to Ironridge Global IV, Ltd., a British Virgin Islands business company (“Secured Party”) dated as of May 31, 2012, and the other Transaction Documents (as defined in the Security Agreement), will sell, lease or license, as applicable, all of Secured Party’s Collateral, consisting of any and all property of the Debtor, of any kind or description, tangible or intangible, real, personal or mixed, wheresoever located, by PUBLIC AUCTION to the highest qualified bidder, as follows:
| Sale Date: | Monday, August 12, 2013 | |
| Sale Time: | 10:00 a.m. Eastern time | |
| Sale Place: | 405 Lexington Avenue, 26th Floor | |
| New York, NY 10174 |
| 1 |
The auction rules and procedures for the sale will be as follows:
| 1. | All amounts are due and payable in U.S. dollars in immediately available funds. | |
| 2. | The minimum bid is Fifty Thousand U.S. Dollars ($50,000.00). | |
| 3. | The minimum bid deposit is Fifty Thousand U.S. Dollars ($50,000.00). | |
| 4. | The minimum bid increments shall be Five Thousand U.S. Dollars ($5,000.00). | |
| 5. | Only Qualified Bidders (defined below) and Designated Representatives (defined below) will be allowed to attend the auction; no observers will be allowed in the room. | |
| 6. | All Qualified Bidders must attend in person; no telephone participation or bids. | |
| 7. | The term "Qualified Bidder" means any person, firm or entity that attends the auction in person, or through a person with full and unlimited authority to act for and bind themselves or the firm or entity for which a person attends and registers to participate in the auction by delivering to Secured Party or its attorneys prior to 3:00 pm Eastern time on Friday, August 9, 2013, a statement of interest containing the following: | |
| a. | full contact information for the bidder, including, the name of organization, name and title of the person attending, mail address, email address, telephone number, fax number and cell phone number, including an irrevocable statement confirming the full and unlimited authority of an agent or designee to act for and bind themselves or the firm or entity for which a person attends; | |
| b. | optional identification of one or two (not more) representatives by providing the name of organization, name and title of the person attending, mail address, email address, telephone number, fax number and cell phone number for each of the representatives, including an irrevocable statement confirming the full and unlimited authority of an agent or designee to act for and bind themselves or the firm or entity for which a person attends (each a "Designated Representative"); | |
| c. | an acknowledgment that the Qualified Bidder has read, understands and agrees to comply with and to be bound by these Rules and Procedures; that time is of the essence with regard to these Rules and Procedures; is authorized to bid at the auction; has the full power and authority to bid, bind, and otherwise act for and on behalf of the Qualified Bidder without further action of the Qualified Bidder's board of directors, managers or equivalent governing body; | |
| d. | a cashier's check or wire transfer in the amount of the Fifty Thousand U.S. Dollars ($50,000.00) minimum bid deposit to Secured Party or the Auctioneer; | |
| e. | an acknowledgment that the Qualified Bidder agrees that if it is designated the highest bidder at the auction (the "Winning Bidder") it shall pay the balance of the winning bid by wire transfer of immediately available funds by 1:00 p.m. Eastern time on the day following the auction, and that time is of the essence with regard to the payment of the balance of the winning bid; | |
| f. | an acknowledgment that the Qualified Bidder agrees that if it is designated the second highest bidder at the auction (the "Backup Bidder") it shall leave its offer open until 1:00 p.m. Eastern time of the third business day after the auction and, if notified by the Secured Party or its attorneys by 1:00 p.m. Eastern time on the second business day following the auction that the Winning Bidder has failed to pay the balance of the winning bid in accordance with these Auction Rules and Procedures, that as the Backup Bidder it shall pay the balance of the Backup Bidder price by wire transfer of immediately available funds by 1:00 p.m. Eastern time on the first business day after notice from the Secured Party or its attorneys, and that time is of the essence with regard to the payment of the balance of the backup bid; | |
| 2 |
| g. | an agreement to accept the Secured Party Bill of Sale as the instrument of transfer of the assets, which Bill of Sale shall be delivered in PDF form by electronic mail and overnight mail within three business days after the full winning bid or backup bid purchase price, as the case may be, has been paid in full, and which Bill of Sale will be in a form and substance customary for transactions of this type, which will provide, among other things, that (a) the assets will be sold AS IS, WHERE IS, WITH ALL FAULTS, WITHOUT RECOURSE, (b) the sale is in all respects FINAL and NO REFUND OR RETURN will be given or accepted by Seller and (c) except as otherwise specifically provided in the Bill of Sale, SELLER MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION OR WARRANTY OF TITLE, OF MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSES, OR OTHERWISE, WITH RESPECT TO THE PROPERTY. Notwithstanding the foregoing, Seller will represent and warrant that (a) it is the holder of the note and security agreement evidencing the Indebtedness, (b) the sale of the assets and the sale process utilized by Seller is in full compliance with the requirements of Article 9 of the Nevada Uniform Commercial Code and (c) the sale of the assets is free and clear of all subordinate liens and security interests other than liens created under any applicable law that are not to be discharged; | |
| h. | an agreement to accept all of the terms, covenants, conditions and procedures of these Auction Rules and Procedures, which shall be attached to the registration of each Qualified Bidder. | |
| 8. | Secured Party is deemed to be a Qualified Bidder, intends to bid at the auction and reserves the right to bid up to any amount, including any amount exceeding the amount of the debt secured by the Collateral, as well as the right to credit bid up to the amount of the debt secured by the Collateral. | |
| 9. | Attorneys or representatives for the Secured Party will act as Auctioneer and shall conduct the auction. The auction will commence after introduction by the Auctioneer and announcement of the minimum bid and ask for subsequent bids. All bids will be by open out-cry bid, and shall be in minimum increments of Five Thousand U.S. Dollars ($5,000.00). The assets will be sold together and will not be separated. When there are no further bids, the Auctioneer will announce the Winning Bidder and the Backup Bidder. | |
| 10. | The Winning Bidder will be the Qualified Bidder that places the highest and best bid as determined by the Secured Party, upon consultation with its attorneys, at the auction. | |
| 11. | The Backup Bidder is the Qualified Bidder that places the second highest and best bid as determined by the Secured Party, upon consultation with its attorneys, at the auction. | |
| 12. | At the conclusion of the auction, the Auctioneer shall retain the minimum bid deposit checks of the Winning Bidder and the Backup Bidder, and shall return all other minimum bid deposit checks. | |
| 13. | If the Winning Bidder closes the purchase of the assets in accordance with these Auction Rules and Procedures, the minimum bid deposit check of the Backup Bidder will be returned to the Backup Bidder as soon as possible. | |
| 14. | SECURED PARTY RESERVES THE RIGHT TO ADD TO, REDUCE, AMEND OR ALTER ANY AND ALL AUCTION RULES AND PROCEDURES IN ITS DISCRETION, PROVIDED, HOWEVER, THAT SUCH AMENDED ORAL TERED AUCTION RULES AND PROCEDURES SHALL APPLY TO ALL QUALIFIED BIDDERS ON A NONDISCRIMINATORY BASIS. | |
| 3 |
| 15. | SECURED PARTY RESERVES THE RIGHT TO POSTPONE OR DELAY THE AUCTION BY PUBLIC DELARATION AT THE CURRENTLY SCHEDULED LOCATION AND TIME FOR THE AUCTION. |
| 16. | THE AUCTION SHALL BE CONDUCTED IN ACCORDANCE WITH THE NEVADA REVISED STATUTES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS. |
| 17. | EACH QUALIFIED BIDDER HEREBY (A) WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION. |
The Secured Party may be contacted with any questions or for further information regarding the sale of Collateral, including copies of the documents governing the Debt.
| Dated: July 29, 2013 | IRONRIDGE GLOBAL IV, LTD. |
| By: /s/ David Sims | |
| Name: David Sims | |
| Title: Director |
| 4 |