form8k.htm
UNITED STATES
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 12, 2013

INTELLICELL BIOSCIENCES, INC
 
(Exact name of registrant as specified in its charter)

Nevada
  
333-49388
  
91-1966948
(State or other jurisdiction
of incorporation)
  
(Commission File Number)
  
(IRS Employer
Identifica­tion No.)

460 Park Avenue, 17th Fl
New York, NY 10022
(Address of principal executive offices)

(646) 576-8700
Registrant’s telephone number, including area code
 
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:

¨  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))


 

 

 

 

 

 

 

 
 
 
 

 
Item 8.01 Other Events.
 
On August 8, 2013, a Summons and Complaint (the “Complaint”) was filed along with a Motion for a Temporary Restraining Order (the “Motion”) before the Supreme Court of the State of New York, County of New York (the “Court”) under the caption Intellicell Biosciences, Inc. v Ironridge Global IV, LTD., and TCA Global Credit Master Fund, LP, Index No. 652800/13.  The Motion sought to restrain the sale of the Company’s assets.
 
As previously reported, on July 15, 2013, while the Company was finalizing an amendment and waiver to that certain Convertible Promissory Note (the “Note”) issued by the Company in favor of TCA Global Credit Master Fund, LP (“TCA”) on June 7, 2012 in the principal amount of $500,000, the Company was advised that Ironridge Global IV, LTD (“Ironridge”), led by Mr. John C. Kirkland, Esq., purportedly purchased the Note from TCA.  
 
The Complaint and Motion alleged that Irondridge and TCA each served the Company with a Notice of Foreclosure and Sale, both claiming to be the “Secured Party” of the same assets.
 
Given that Ironridge and TCA asserted that they would sell the secured assets of the Company at auction on August 12, 2013, the Motion sought to temporarily restrain both parties from so doing.  At oral argument with all sides present on August 9, 2013, Justice Sherwood, Justice of the Supreme Court, New York County, granted the relief requested, thereby restraining any sale of assets.  The written Order was issued on August 12, 2013.  Pursuant to the Order, the Company is currently holding $680,000 in escrow and seeking to work with the Secured Party to pay its debt in full satisfaction of the Note.  The Court has ruled that the Temporary Restraining Order shall remain in effect until August 26, 2013, and should the Company be unable to amicably resolve the dispute related to the Note, a subsequent hearing on the Motion shall be heard at such time.
 
 
 
 
 
 
SIGNATURES
 

 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

 
     
INTELLICELL BIOSCIENCES, INC
           
           
Date: August 13, 2013
  
By:
 /s/ Dr. Steven Victor
  
       
Name: Dr. Steven Victor
  
       
Title: Chief Executive Officer