Washington, DC 20549


Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2015

Florida 001-33718 65-0945967
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
13794 NW 4 th Street, Suite 212, Sunrise, Florida 33325
(Address of principal executive offices)  (Zip Code)
Registrant’s telephone number, including area code:  (954) 835-1500

Bioheart, Inc.
(Former name or former address, if changed since last report)

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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

In this Current Report on Form 8-K, “Company,” “our company,” “us,” and “our” refer to U.S. Stem Cell, Inc. (f/k/a/ Bioheart, Inc.), unless the context requires otherwise.

Item 3.01     Transfer of Listing

In connection with the Company’s reverse stock split, the Financial Industry Regulatory Authority has assigned the Company a new stock symbol, BHRTD.

The Company’s stock will be quoted as BHRTD through December 2, 2015, and thereafter, the trading symbol will be USRM (OTC Markets), reflecting the new name of the Company. The new CUSIP number is 90350U100. Current stock certificates may be exchanged for new certificates by contacting the Company’s transfer agent, Continental Stock Transfer & Trust Company at:

Continental Stock Transfer & Trust Company
17 Battery Place – 8 th Floor
New York, New York 10004
Tel (212) 508-4000

Item 5.03     Amendment to Articles of Incorporation or Bylaws

The Company amended its Articles of Incorporation to change its name to U.S. Stem Cell, Inc. and to implement a reverse stock split in the ratio of 1 share for every 1,000 shares of common stock. This amendment was approved and filed of record by the Florida Secretary of State on October 12, 2015, effective on October 19, 2015.  FINRA has declared the Company’s 1-for-1,000 reverse stock split market effective as of November 4, 2015. The reverse stock split will reduce the Company’s common stock outstanding from approximately 1,131,941,619 shares to approximately 1,131,942 shares. The number of authorized shares of common and preferred stock remained unchanged.  All fractional shares will be rounded up and each shareholder will receive new certificates evidencing their post-reverse split shares if and when they present their certificates to the transfer agent.

The trading symbol after December 2, 2015 will be USRM (OTC Markets). Current stock certificates may be exchanged for new certificates by contacting the Company’s transfer agent, Continental Stock Transfer & Trust Company. The text of the amendment to the Company’s Certificate of Incorporation is incorporated herein and filed as Exhibit 3.1.
Item 9.01     Financial Statements and Exhibits.

Exhibit Number



Pursuant to the requirements of the Securities and Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
/s/  Mike Tomas  
Mike Tomas
Chief Executive Officer
Dated: November 4, 2015


Exhibit 3.1
2015 OCT 12 PM 12:26
Articles of Amendment
Articles of Incorporation of
(Name of Corporation as currently filed with the Florida Dept. of State)
(Document Number of Corporation (if known)
Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendments(s) to its Articles of Incorporation:
A. If amending name, enter the new name of the corporation:
U.S. Stem Cell, Inc.                                        The new name must be distinguishable and contain the word “corporation,” “company,” or “incorporated” or the abbreviation “Corp.,” “Inc.,” or “Co.,” or the designation “Corp,” “Inc,” or “Co”. A professional corporation name must contain the word “chartered,” “professional association,” or the abbreviation “P.A.”
B. Enter new principal office address, if applicable:
(Principal office address MUST BE A STREET ADDRESS )
C. Enter new mailing address, if applicable:
(Mailing address MAY BE A POST OFFICE BOX )
D. If amending the registered agent and/or registered office address in Florida, enter the name of the new registered agent and/or the new registered office address:
Name of New Registered Agent  
  (Florida street address)
New Registered Office Address :   , Florida  
  (City)   (Zip Code)
New Registered Agent’s Signature, if changing Registered Agent:
I hereby accept the appointment as registered agent. I am familiar with and accept the obligations of the position.
  Signature of New Registered Agent, if changing  
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If amending the Officers and/or Directors, enter the title and name of each officer/director being removed and title, name, and address of each Officer and/or Director being added:
(Attach additional sheets, if necessary)
Please note the officer/director title by the first letter of the office title:
P = President; V= Vice President; T = Treasurer; S = Secretary; D = Director; TR = Trustee; C = Chairman or Clerk; CEO = Chief Executive Officer; CFO = Chief Financial Officer. If an officer/director holds more than one title, list the first letter of each office held. President, Treasurer, Director would be PTD.
Changes should be noted in the following manner. Currently John Doe is listed as the PST and Mike Jones is listed as the V. There is a change, Mike Jones leaves the corporation, Sally Smith is named the V and S. These should be noted as John Doe, PT as a Change. Mike Jones, V as Remove, and Sally Smith, SV as an Add.
        Change                PT                 John Doe
   X     Remove                V                  Mike Jones
   X     Add                      SV               Sally Smith
Type of Action  
(Check One)            

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E. If amending or adding additional Articles, enter change(s) here:
(Attach additional sheets, if necessary). (Be specific)
Article I is hereby deleted in its entirety and replaced as follows:
The name of the Corporation is U.S. Stem Cell, Inc. (herein after called the “Corporation”)
Article II is modified to include the following:
The Corporation effected a 1,000:1 reverse stock split of the Corporation’s issued and outstanding shares of Common Stock.
Fractional shares will be rounded up.
F. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself:
(if not applicable, indicate N/A)
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The date of each amendment(s) adoption:        August 26, 2015      , if other than the date this document was signed.
Effective date if applicable :              October 19, 2015                                                                                                   
(no more than 90 days after amendment file date)
Note: If the date inserted in this block does not meet the applicable statutory filing requirements, this date will not be listed as the document’s effective date on the Department of State’s records.
Adoption of Amendment(s)                                        (CHECK ONE)
x  The amendment(s) was/were adopted by the shareholders. The number of votes cast for the amendment(s) by shareholders was/were sufficient for approval.
o  The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s):
“The number of votes cast for the amendment(s) was/were sufficient for approval by                                                                 .”
(voting group)
o  The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required.
o  The amendment(s) was/were adopted by the incorporation without shareholder action and shareholder action was not required.
Dated           October 19, 2015     
Signature GRAPHIC  
  (By a director, president or other officer – if directors or officers have not been selected, by an incorporator – if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary)  
  Mike Tomas  
  (Typed or printed name of person signing)  
  Chief Executive Officer  
  (Title of person signing)  
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