U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) August 1, 2016
Commission File No.
001-33718
U.S. STEM CELL, INC.
(Name of small business issuer as specified in its charter)
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Florida
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65-0945967
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State of Incorporation
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IRS Employer Identification No.
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13794 NW 4
th
Street, Suite 212, Sunrise, Florida 33325
(Address of principal executive offices)
(954) 835-1500
(Issuer's telephone number)
Check the appropriate box below if the Form 8-K 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))
In this Current Report on Form 8-K, "Company," "our company," "us," and "our" refer to U.S. Stem Cell, Inc., unless the context requires otherwise.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On August 1, 2016, Charles Hart
was removed
as
a member of the Board of Directors.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On August 1, 2016, pursuant to the authority granted to the Board of Directors in the Company bylaws, Article III, Section 4 of the Company bylaws was revised to read as follows:
Section 4.
Removal of Directors
. A director may be removed as follows: (a) by shareholders, but only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of the then outstanding shares of the Corporation's voting capital stock ("Voting Stock"), voting together as a single class. Except as may otherwise be provided by law, cause for removal shall be construed to exist only if the director whose removal is proposed has been convicted of a felony by a court of competent jurisdiction and such conviction is no longer subject to direct appeal or has been adjudged by a court of competent jurisdiction to be liable for negligence or misconduct in the performance of his or her duty to the Corporation in a matter of substantial importance to the Corporation, and such adjudication is no longer subject to direct appeal; or (b) without cause by a vote of two-thirds of the directors then in office or such greater number as is set forth in the articles of incorporation or bylaws.
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.
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Registrant
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U.S. Stem Cell, Inc.
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Date: August 3, 2016
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By: /s/ Mike Tomas
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Mike Tomas
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Chief Executive Officer
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