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SVFCE > SEC Filings for SVFCE > Form 8-K on 18-May-2012All Recent SEC Filings




Triggering Events That Accelerate or Increase a Direct Financial Ob

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

On April 27, 2011, Intellicell Biosciences, Inc. (f/k/a Media Exchange Group, Inc.) (the "Company") and Intellicell Biosciences, Inc. ("Intellicell-NY") entered into an Agreement and Plan of Merger which was amended on June 3, 2011 (the "Merger Agreement") pursuant to which a subsidiary of the Company merged with and into Intellicell-NY and Intellicell-NY continued as the surviving corporate entity. The closing of the transaction contemplated by the Merger Agreement took place on June 3, 2011 (the "Closing Date").

In accordance with the Merger Agreement, all outstanding convertible notes issued by IntelliCell-NY (the "IntelliCell Notes") were assumed by the Company. The Intellicell Notes, which are in the aggregate principal amount of $1,360,000, became due and payable on March 31, 2012. The Company previously disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as amended, that it had not made any repayment of principal or accrued by unpaid interest that had become due and payable under the Intellicell Notes. As of the date hereof, the Company has not repaid any principal or accrued but unpaid interest that has become due and payable under the IntelliCell Notes.

On May 17, 2012, the holder of an aggregate of $500,000 principal amount of IntelliCell Notes informed the Company that it is in default and demanded repayment under the IntelliCell Notes. Pursuant to the terms of the IntelliCell Notes, upon the occurrence, after the expiration of a cure period of fifteen (15) days with respect to monetary defaults, following the receipt by the Company of written notice from a holder of a default in the payment of any installment of principal or interest, or any part thereof, when due, a holder, at its election may accelerate the unpaid balance of the principal and all accrued interest due under this Note and declare the same payable at once without further notice or demand. Upon an event of default under the IntelliCell Notes, the holders of the IntelliCell Notes shall be entitled to, among other things (i) the principal amount of the IntelliCell Notes along with any interest accrued but unpaid thereon and (ii) costs and expenses in connection with the collection and enforcement under the IntelliCell Notes, including reasonable attorneys' fees.

As a result of the notice of default, as of the date hereof, the IntelliCell Notes in the aggregate principal amount of $1,360,000 are immediately due and payable. The Company is currently working with its investors on making arrangements to honor its obligations under the IntelliCell Notes, however, there can be no assurance that any such arrangements will ever materialize or be permissible or sufficient to cover any or all of the obligations under the IntelliCell Notes.

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