U.S. Securities and Exchange Commission

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) ~~May 15~~March 4, ~~2020~~2022

Commission File No. 001-33718

U.S. STEM CELL, INC.

(Name of small business issuer as specified in its charter)

Florida	65-0945967
State of Incorporation	IRS Employer Identification No.

1560 Sawgrass Corporate Pkwy 4th Floor, Sunrise, FL 33323

(Address of principal executive offices)

(954) 835-1500

(Issuer’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	USRM	OTC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Unless otherwise indicated or the context otherwise requires, all references in this Form 8-K to “we,” “us,” “our,” “our company,” or the “Company” refer to U.S. Stem Cell, Inc. and its subsidiaries.

Item 8.01

Other Events

U.S. Stem Cell, Inc. (the “Company”) ~~determined~~is ~~that~~pleased ~~it will be unable~~ to ~~meet~~announce ~~the~~that ~~May~~Mark ~~15,~~Borman ~~2020~~has ~~deadline~~been toappointed ~~file~~as ~~its~~Chairman ~~Quarterly~~of ~~Report~~the onBoard ~~Form~~of ~~10-Q~~Directors ~~for~~and ~~the~~William ~~fiscal~~P. ~~quarter~~Murphy, ~~ended March 31~~Jr., ~~2020~~M.D. ~~(the~~has ~~“Form~~been ~~10-Q”)~~bestowed with the ~~Securities~~title ~~and~~of ~~Exchange~~Chairman ~~Commission~~Emeritus, ~~due~~effective toMarch ~~circumstances~~4, ~~related to the COVID-19 pandemic~~2022.

~~Further,~~Mr. Borman has served as a member of the Company’s ~~has~~Board ~~been~~of ~~following~~Directors ~~the~~since ~~recommendations~~May 2009. He is a seasoned financial officer with more than 30 years of ~~local~~broad-based ~~health~~financial ~~authorities~~and toinvestor ~~minimize~~relations ~~exposure~~experience. ~~risk~~Mr. ~~for~~Borman ~~its~~brings ~~team~~small-company ~~members~~entrepreneurial ~~for~~passion and larger-company disciplines. In addition to the ~~past~~valuable ~~several~~experience ~~weeks~~he gained working with entrepreneurs and their startups from 2009 to present, ~~including~~Mr. ~~the~~Borman ~~temporary~~has ~~closures~~experience ofwith ~~its~~global, ~~corporate~~NASDAQ- ~~offices~~and NYSE-listed companies in various executive and ~~having~~financial ~~team~~roles. ~~members~~He ~~work~~is ~~remotely~~currently a board member with public and private technology companies and serves on advisory and non-profit boards. ~~These~~During ~~disruptions~~his ~~include~~career, ~~but~~Mr. ~~are~~Borman ~~not~~has ~~limited~~held topositions with ADC Telecommunications, ~~the~~General ~~unavailability~~Instrument ofCorporation, ~~key~~First ~~Company~~Chicago ~~personnel~~Corporation, ~~required~~FMC toCorporation, ~~prepare~~Price ~~the~~Waterhouse, ~~Company’s~~and ~~financial~~KPMG. ~~statements~~Mr. ~~for~~Borman received his B.A. in Accounting from Michigan State University and his M.B.A. in Finance from the ~~quarter~~University ~~ended~~of ~~March~~Chicago ~~31,~~Booth School ~~2020~~of ~~due~~Business. toHe ~~suggested~~is an Audit Committee Financial Expert under SEC rules, a Certified Public Accountant and ~~mandated,~~Chartered ~~social~~Financial ~~quarantining~~Analyst. Mr. Borman is a Board Leadership Fellow and ~~work~~member ~~from~~of ~~home~~the ~~orders~~National Association of Corporate Directors.

The Company is relying on the following order issued by the Securities and Exchange Commission:

SECURITIES EXCHANGE ACT OF 1934 Release No. 34-88465 / March 25, 2020 ORDER UNDER SECTION 36 OF THE SECURITIES EXCHANGE ACT OF 1934 MODIFYING EXEMPTIONS FROM THE REPORTING AND PROXY DELIVERY REQUIREMENTS FOR PUBLIC COMPANIES

The Company estimates that it will be able to file the Form 10-Q not later than June 29, 2020.

An occurrence of an uncontrollable event such as the COVID-19 pandemic is likely to negatively affect, and has to date negatively affected, our operations.

The occurrence of an uncontrollable event such as the COVID-19 pandemic is likely to negatively affect our operations. A pandemic typically results in social distancing, travel bans and quarantine, and the effects of, and response to, the COVID-19 pandemic has limited access to our facilities, customers, management, support staff and professional advisors. These, in turn, have not only negatively impacted our operations, financial condition and demand for our services, but our overall ability to react timely to mitigate the impact of this event. We anticipate that our first quarter and second quarter 2020 financial results, at a minimum, will be significantly negatively affected by COVID-19; however, the full effect on our business and operation is currently unknown.

Cautionary Note Regarding Forward-Looking Statements

Certain of the statements contained in this report should be considered forward-looking statements. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “if current trends continue,” “optimistic,” “forecast” and other similar words. Such statements include, but are not limited to, statements about the Company’s plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth in prior filings with the Securities and Exchange Commission. There may be other factors of which the Company is not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. In addition, there is uncertainty about the spread of the COVID-19 virus and the impact it may have on the Company’s operations, the demand for the Company’s products or services, global supply chains and economic activity in general. The Company does not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant Date: May 15, 2020		U.S. Stem Cell, Inc. By: /s/ Michael Tomas
Registrant Date: March 9, 2022		U.S. Stem Cell, Inc. By: /s/ Michael Tomas
		Michael Tomas
		Chief Executive Officer

Filing Compare · U.S. Stem Cell, Inc.