Filing Details

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No.  )*

 

U.S. STEM CELL, INC.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

90350U100

(CUSIP Number)

 

April 20, 2016

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.

 

¨

Rule 13d-1(b)

 

x

Rule 13d-1(c)

 

¨

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

Page 1 of 8 Pages

 

 

CUSIP No. 90350U100

SCHEDULE 13G

Page 2 of 8 Pages

 

1	NAME OF REPORTING PERSONS   TELLURIDE TOO, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Florida

NUMBER OF	5	SOLE VOTING POWER	- 0 -
SHARES BENEFICIALLY	6	SHARED VOTING POWER	324,995 (1)
OWNED BY EACH	7	SOLE DISPOSITIVE POWER	- 0 -
REPORTING PERSON WITH	8	SHARED DISPOSITIVE POWER	324,995 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   324,995 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   7.8% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

 

(1)

Includes 324,995 shares of Common Stock (as defined below) held directly by Telluride (as defined below). Each of Mr. Cassel (as defined below) and Mr. Salpeter (as defined below) is a managing member of Telluride and may be deemed to share voting and investment power with respect to the Common Stock held by Telluride. Each of Mr. Cassel’s and Mr. Salpeter’s interests in Telluride are held jointly with his wife as tenants by the entireties.

(2)

The calculation of the percentage is based on 4,161,881 shares of Common Stock outstanding as of April 20, 2016, as reported to the Reporting Person by the Issuer.

 

 

CUSIP No. 90350U100

SCHEDULE 13G

Page 3 of 8 Pages

 

1	NAME OF REPORTING PERSONS   James S. Cassel
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America

NUMBER OF	5	SOLE VOTING POWER	- 0 -
SHARES BENEFICIALLY	6	SHARED VOTING POWER	324,995 (1)
OWNED BY EACH	7	SOLE DISPOSITIVE POWER	- 0 -
REPORTING PERSON WITH	8	SHARED DISPOSITIVE POWER	324,995 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   324,995 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   7.8% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

 

(1)

Includes 324,995 shares of Common Stock held directly by Telluride. Mr. Cassel is a managing member of Telluride and may be deemed to share voting and investment power with respect to the Common Stock held by Telluride. Mr. Cassel’s interests in Telluride are held jointly with his wife as tenants by the entireties.

(2)

The calculation of the percentage is based on 4,161,881 shares of Common Stock outstanding as of April 20, 2016, as reported to the Reporting Person by the Issuer.

 

 

CUSIP No. 90350U100

SCHEDULE 13G

Page 4 of 8 Pages

 

1	NAME OF REPORTING PERSONS   Scott E. Salpeter
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America

NUMBER OF	5	SOLE VOTING POWER	- 0 -
SHARES BENEFICIALLY	6	SHARED VOTING POWER	324,995 (1)
OWNED BY EACH	7	SOLE DISPOSITIVE POWER	- 0 -
REPORTING PERSON WITH	8	SHARED DISPOSITIVE POWER	324,995 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   324,995 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   7.8% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

 

(1)

Includes 324,995 shares of Common Stock held directly by Telluride. Mr. Salpeter is a managing member of Telluride and may be deemed to share voting and investment power with respect to the Common Stock held by Telluride. Mr. Salpeter’s interests in Telluride are held jointly with his wife as tenants by the entireties.

(2)

The calculation of the percentage is based on 4,161,881 shares of Common Stock outstanding as of April 20, 2016, as reported to the Reporting Person by the Issuer.

 

 

CUSIP No. 90350U100

SCHEDULE 13G

Page 5 of 8 Pages

 

Item 1(a).	Name of Issuer.
	U.S. Stem Cell, Inc. (the “Issuer”)
Item 1(b).	Address of Issuer’s Principal Executive Offices.
	13794 NW 4th Street, Suite 212
	Sunrise, Florida 33325
Item 2(a).	Name of Person Filing.
	This statement is being filed by Telluride Too, L.L.C., a Florida limited liability company (“Telluride”), James S. Cassel (“Mr. Cassel”) and Scott E. Salpeter (“Mr. Salpeter” and together with Mr. Cassel and Telluride, each a “Reporting Person” and, collectively, the “Reporting Persons”).  See Exhibit A for the Reporting Persons’ agreement for a joint filing of a single statement on their behalf.
	Due to their relationships with one another, the Reporting Persons may be deemed to constitute a “group” under Section 13(d) of the Act with respect to their beneficial ownership of the shares of Common Stock reported herein.  The Reporting Persons, however, expressly disclaim such status and declare that the filing of this Schedule 13G is not and should not be deemed an admission that any Reporting Person, for purposes of Section 13(d) of the Act or otherwise, is the beneficial owner of the shares of Common Stock held by any other Reporting Person.  Each Reporting Person disclaims beneficial ownership of any securities beneficially owned by any other Reporting Person.
Item 2(b).	Address of Principal Business Office.
	The principal business address of the Reporting Persons is c/o Cassel Salpeter & Co., LLC, 801 Brickell Avenue, Suite 1900, Miami, FL 33131.
Item 2(c).	Citizenship.
	Telluride is organized under the laws of the State of Florida.
	Each or Mr. Cassel and Mr. Salpeter is a citizen of the United States of America.
Item 2(d).	Title of Class of Securities.
	Common Stock, par value $0.001 per share (“Common Stock”).
Item 2(e).	CUSIP Number.
	90350U100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	Not applicable.

 

 

CUSIP No. 90350U100

SCHEDULE 13G

Page 6 of 8 Pages

 

Item 4.

Ownership.

 

 

		Amount								Power to Vote								Power to Dispose
Reporting		Beneficially				Percent of
Person		Owned				Class				Sole				Shared				Sole				Shared
Telluride			324,995	(1)			7.8%	(4)			- 0 -				324,995	(1)			- 0 -				324,995	(1)
Mr. Cassel			324,995	(2)			7.8%	(4)			- 0 -				324,995	(2)			- 0 -				324,995	(2)
Mr. Salpeter			324,995	(3)			7.8%	(4)			- 0 -				324,995	(3)			- 0 -				324,995	(3)

__________________

 

(1)

Includes 324,995 shares of Common Stock held directly by Telluride.

 

(2)

Includes 324,995 shares of Common Stock held directly by Telluride, of which Mr. Cassel is a managing member. Mr. Cassel’s interests in Telluride are held jointly with his wife as tenants by the entireties.

 

(3)

Includes 324,995 shares of Common Stock held directly by Telluride, of which Mr. Salpeter is a managing member. Mr. Salpeter’s interests in Telluride are held jointly with his wife as tenants by the entireties.

 

(4)

The calculation of the percentage is based on 4,161,881 shares of Common Stock outstanding as of April 20, 2016 as reported to the Reporting Person by the Issuer.

 

Item 5.	Ownership of Five Percent or Less of a Class.
	If this Statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  ¨
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not applicable.
Item 8.	Identification and Classification of Members of the Group.
	Not applicable.
Item 9.	Notice of Dissolution of Group.
	Not applicable.
Item 10.	Certifications.
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

 

CUSIP No. 90350U100

SCHEDULE 13G

Page 7 of 8 Pages

 

SIGNATURES

 

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.

 

April 28, 2016	Telluride Too, L.L.C.
	By:	/s/ Scott E. Salpeter
	Name:	Scott E. Salpeter
	Title:	President
	/s/ James S. Cassel
	James S. Cassel
	/s/ Scott E. Salpeter
	Scott E. Salpeter

 

 

CUSIP No. 90350U100

SCHEDULE 13G

Page 8 of 8 Pages

 

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of the common stock of U.S. Stem Cell, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby further agree that this Joint Filing Agreement be included as an exhibit to such statement and any such amendment. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

April 28, 2016	Telluride Too, L.L.C.
	By:	/s/ Scott E. Salpeter
	Name:	Scott E. Salpeter
	Title:	President
	/s/ James S. Cassel
	James S. Cassel
	/s/ Scott E. Salpeter
	Scott E. Salpeter