-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
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-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
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-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
| IP: Logged |
ITEM 1.01 Entry into a Material Definitive Agreement. On July 31, 2007, Advanced Cell Technology, Inc., a Delaware corporation (the "Company"), entered into that certain Agreement and Plan of Merger (the "Merger Agreement") with Mytogen, Inc., a Delaware corporation ("Mytogen"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, ACT Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub"), will merge with and into Mytogen, with Mytogen continuing as the surviving entity and a wholly owned subsidiary of the Company (the "Merger").
General Terms and Conditions of Merger Agreement
Consideration
At the effective time of the Merger, all of the issued and outstanding shares of Mytogen will be canceled, and certain equity holders of Mytogen will receive (i) shares of common stock of the Company having an aggregate value of $5,000,000 based on a per share price of $0.62 (the "Consideration Shares"), and/or (ii) warrants to purchase an aggregate of 1,500,000 shares of common stock of the Company at an exercise price of $0.75 per share. In the event the Company fails to consummate an equity and/or debt financing of at least $3,000,000 prior to the date which is ninety (90) days from the date of the Merger Agreement, the Company will be required to issue warrants to purchase an additional 1,500,000 shares of common stock of the Company.
Representations and Warranties
The Company, Merger Sub and Mytogen have made customary representations and warranties in the Merger Agreement, including, among others, representations and warranties relating to (i) proper corporate organization and similar corporate matters, (ii) capitalization, (iii) the authorization, performance and enforceability of the Merger Agreement, (iv) financial statements, (v) taxes, (vi) absence of undisclosed liabilities, (vii) real and personal property interests, (viii) material contracts, (ix) title to assets, (x) absence of certain changes, (xi) employees and employee benefits matters, (xii) compliance with applicable laws, (xiii) absence of litigation, (xiv) environmental matters, (xv) regulatory matters, (xvi) compensation matters and (xvii) insurance.
Covenants
The Company, Merger Sub and Mytogen have also made customary covenants in the Merger Agreement, including, among others, that Mytogen will (i) conduct its business in the ordinary course consistent with past practice during the interim period between the execution of the Merger Agreement and the closing of the Merger (the "Closing"), and (ii) not engage in certain types of transactions during such period.
Closing Conditions
Each party's obligation to effect the Merger is subject to the fulfillment of customary conditions, including, among others, (i) approval by all of the stockholders and other equity holders of Mytogen, (ii) the absence of any injunction or order prohibiting the Closing, subject to certain limited exceptions, (iii) subject to certain exceptions, the accuracy of representations and warranties of the other party, (iv) the modification of certain third-party contractual obligations, which such modification must be in a form satisfactory to the Company, and (v) material compliance of the other party with its covenants. The transaction is expected to close within ten (10) days following the satisfaction of all closing conditions.
Indemnification Obligations
The Merger Agreement provides for indemnification of the Company by Mytogen's stockholders for any losses suffered as a consequence of violation, breach or misrepresentation of any representation, warranty or covenant of Mytogen and/or its stockholders, provided, however, the indemnification obligations are capped at $1,000,000; provided further that, with respect to the first $750,000 of losses covered by the indemnification obligations, the sole and exclusive source of the payment of any such indemnification obligations is limited to 1,209,677 shares of common stock of the Company otherwise issuable as part of the merger consideration which are
to be deposited into escrow at the Closing of the Merger. Such shares shall be held in escrow for a twelve-month period following the Closing, in accordance with the terms and conditions of an escrow agreement to be entered into at the Closing between a representative of the Company, the stockholder representative and a designated escrow agent. For indemnification purposes, the shares of common stock held in escrow shall be valued at $0.62.
Termination
The Merger Agreement provides certain termination rights for both the Company and Mytogen.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which the Company will file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2007. There are representations and warranties contained in the Merger Agreement which were made by the parties to each other as of specific dates. The assertions embodied in these representations and warranties were made solely for purposes of the Merger Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms. Moreover, certain representations and warranties may not be accurate or complete as of any specified date because they are subject to a contractual standard of materiality that is different from certain standards generally applicable to shareholders or were used for the purpose of allocating risk between the parties rather than establishing matters as facts. Based upon the foregoing reasons, you should not rely on the representations and warranties as statements of factual information.
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.
ADVANCED CELL TECHNOLOGY, INC.
By: /s/ William M. Caldwell, IV William M. Caldwell, IV Chairman and Chief Executive Officer Dated: August 6, 2007
-------------------- LIFE IS 10% HOW YOU MAKE IT AND 90% HOW YOU TAKE IT! Posts: 9276 | From: San Diego CA | Registered: Jul 2006
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whatchya think? ima thinkin a good chance for some dilution and a few more shares to hit the street. 90 days to rock and roll to .62 or they issue 1.5m. Debt financing to raise 3mm if failed results in warrants. Just my opinion based on watchin these guys it could happen quick and we could be sittin 20 -30% lower imo. push it into the low .20's. A good pr campaign with some financing news and it could work out. Gonna need to bring in the audience somehow to keep this moving. imo.
-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
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New Edition of Definitive Resource in Tissue Engineering Released Today
Aug 16, 2007 09:00:00 (ET)
WORCESTER, Mass., Aug 16, 2007 /PRNewswire-FirstCall via COMTEX/ -- Three of the world's leading authorities in regenerative medicine, Robert Lanza, M.D., VP Research & Scientific Development for Advanced Cell Technology (ACTC, Trade ), Robert Langer, ScD, Institute Professor at MIT (recent recipient of the National Medal of Science), and Joseph Vacanti, MD, John Homans Professor at Harvard Medical School, have released the third edition of Principles of Tissue Engineering, the widely recognized definitive resource in the field of tissue engineering (Academic Press/Elsevier, August 15, 2007, Hardcover).
Principles of Tissue Engineering, Third Edition provides a much needed update of the rapid progress that has been achieved in the field, combining the prerequisites for a general understanding of tissue growth and development, the tools and theoretical information needed to design tissues and organs, as well as a presentation by the worlds experts of what is currently known about each specific organ system. The new edition includes greatly expanded focus on stem cells, including adult and embryonic stem cells and progenitor populations that may soon lead to new tissue engineering therapies for heart disease, diabetes, and a wide variety of other diseases that afflict humanity. This up-to-date coverage of stem cell biology and other emerging technologies is complemented by a series of new chapters on recent clinical experience in applying tissue engineering. The result is a comprehensive textbook that we believe will be useful to students and experts alike.
"Dr. Lanza is an industrial expert in the area of stem cells and regenerative medicine, with groundbreaking research that is widely respected throughout the scientific community," said William M. Caldwell, IV, Chairman and CEO of Advanced Cell Technology. "He has the unique ability to cut through the confusion and controversy, while articulating the issues and defining the benefits that surround the important research he and others are doing with embryonic stem cells for the betterment of humanity.
"Principles of Tissue Engineering, Third Edition includes contributions by almost 200 scientists and thought leaders, including Douglas Lauffenburger at the Massachusetts Institute of Technology, Bjorn Olsen at the Harvard Medical School, Robert Nerem at Georgia Institute of Technology, Alan Russell at the McGowan Institute for Regenerative Medicine, A. Hari Reddi at the University of California Davis, Ioannis Yannas at the Massachusetts Institute of Technology, George Whitesides at Harvard University, Alan Trounson at Monash Univeristy, Anthony Atala at the Wake Forest Institute for Regenerative Medicine, Charles Vacanti at Harvard Medical School and Massachusetts General Hospital, Eugene Bell at TEI Biosciences, and Laurie Zoloth at Northwestern University, among others.
About Advanced Cell Technology, Inc.
Advanced Cell Technology, Inc. is a biotechnology company applying embryonic stem cell technology in the emerging field of regenerative medicine. The company operates facilities in Alameda, California and Worcester, Massachusetts.
Statements in this news release regarding future financial and operating results, future growth in research and development programs, potential applications of our technology, opportunities for the company and any other statements about the future expectations, beliefs, goals, plans, or prospects expressed by management constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words "will," "believes," "plans," "anticipates," "expects," "estimates," and similar expressions) should also be considered to be forward- looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: limited operating history, need for future capital, risks inherent in the development and commercialization of potential products, protection of our intellectual property, and economic conditions generally. Additional information on potential factors that could affect our results and other risks and uncertainties are detailed from time to time in the company's periodic reports, including the report on Form 10-QSB for the quarter ended June 30, 2007. Forward-looking statements are based on the beliefs, opinions, and expectations of the company's management at the time they are made, and the company does not assume any obligation to update its forward-looking statements if those beliefs, opinions, expectations, or other circumstances should change.
Forward-looking statements are based on the beliefs, opinions, and expectations of the company's management at the time they are made, and the company does not assume any obligation to update its forward-looking statements if those beliefs, opinions, expectations, or other circumstances should change.
SOURCE Advanced Cell Technology, Inc.
Jordan Markwith of Chad Griffin Consulting, Inc., +1-310-888-3523
ALAMEDA, Calif., Aug 20, 2007 /PRNewswire-FirstCall via COMTEX/ -- Advanced Cell Technology, Inc. (ACTC, Trade ) (ACTC) announced today that subject to market conditions, it plans to privately offer up to $10,000,000 of senior secured convertible debentures and warrants. The timing of the closing of the offering will be subject to market conditions. The proceeds of the financing are expected to be used to fund working capital, including costs associated with advancing the technology we expect to acquire in our pending acquisition of Mytogen to Phase II clinical trials.
The financing is expected to be in the form of up to $10,000,000 principal amount of senior secured convertible debentures, with accompanying warrants. The debentures are expected to have a term of no more than 36 months, amortizing on a basis that will result in full payment by maturity, with amortization payable in cash or stock, at the Company's option. The debentures are also expected to be convertible into common stock and to be accompanied by warrants for the Company's common stock, with conversion and exercise prices based on market conditions. Both the warrants and the debentures are anticipated to contain customary anti-dilution provisions.
All terms are subject to market conditions and may vary materially from those set forth above. No assurance is given that the Company will be able to close the financing described herein, or that if a financing is closed that the terms and conditions of the financing will not differ materially from those described herein.
The offering will be conducted as a private placement made only to accredited buyers in accordance with Section 4(2) of the Securities Act. The Securities will not be registered under the Securities Act and may not be offered or sold without registration unless an exemption from such registration is available. This notice is issued pursuant to Rule 135c of the Securities Act, and does not constitute an offer to sell the Securities, nor a solicitation for an offer to purchase the Securities.
About Advanced Cell Technology, Inc.
Advanced Cell Technology, Inc. is a biotechnology company applying stem cell technology in the emerging field of regenerative medicine. The company operates facilities in Alameda, California and Worcester, Massachusetts. For more information about the company, please visit http://www.advancedcell.com .
Forward-Looking Statements
Statements in this news release regarding future financial and operating results, future growth in research and development programs, potential applications of our technology, opportunities for the company and any other statements about the future expectations, beliefs, goals, plans, or prospects expressed by management constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words "will," "believes," "plans," "anticipates," "expects," "estimates," and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: limited operating history, need for future capital, risks inherent in the development and commercialization of potential products, protection of our intellectual property, and economic conditions generally. Additional information on potential factors that could affect our results and other risks and uncertainties are detailed from time to time in the company's periodic reports, including the report on Form 10-QSB for the quarter ended June 30, 2007.
Forward-looking statements are based on the beliefs, opinions, and expectations of the company's management at the time they are made, and the company does not assume any obligation to update its forward-looking statements if those beliefs, opinions, expectations, or other circumstances should change.
SOURCE Advanced Cell Technology, Inc.
Jordan Markwith of Chad Griffin Consulting, Inc., +1-310-888-3523, for Advanced Cell Technology, Inc.
posted
Advanced Cell Technology's Dr. Robert Lanza Makes List of '100 Most Inspiring People in the Life-Sciences Industry'
Aug 21, 2007 09:00:00 (ET)
WORCESTER, Mass., Aug 21, 2007 /PRNewswire-FirstCall via COMTEX/ -- Advanced Cell Technology, Inc. (ACTC, Trade ) is proud to announced that Dr. Robert Lanza, the company's Vice President of Research and Scientific Development, has been recognized for his research and contributions to stem cell science and technology in the current issue of PharmaVOICE (cover story July/August issue). Dr. Lanza is one of only five researchers and scientists to be acknowledged for his discoveries "behind the medicines making a significant impact on the pipelines of today and of the future."
"Though his work has sometimes been attacked by political and religious establishments, Robert Lanza, M.D., forges ahead with research based on the right thing to do scientifically," PharmaVOICE stated. "Dr. Lanza is boldly leading Advanced Cell Technology's team of scientists toward bringing the benefits of human embryonic stem cell (hESC) technology to the tens of millions of people worldwide who are suffering from a host of degenerative diseases and other conditions," the journal continued. "Committed to the science, Dr. Lanza believes treatments using hESCs have the potential to eventually offer not just treatments, but actual cures for Parkinson's disease, macular degeneration, heart disease, and a whole host of other debilitating diseases .... Inspired by enlightened thinkers and human kindness, Dr. Lanza believes in the mission of advancing research, and he is looking forward to the next goal: to start human clinical trials using embryonic stem cells."
"We are pleased that highly regarded journals such as PharmaVOICE continue to recognize the contributions and achievements of our researchers," remarked William M. Caldwell, IV, Chairman and CEO of Advanced Cell Technology. "Moreover, we are excited by the novel therapies our research may yield to treat indications that have few alternatives."
Over the past year, Advanced Cell Technology has made significant progress in its RPE (retinal pigment epithelium) and its HG (hemangioblast) programs to treat degenerative retinal disorders and cardiovascular disease, and expects to file INDs for both programs by the end of 2008. Furthermore, the company announced last month that it had entered into a definitive merger agreement to acquire autologous adult stem cell company Mytogen, Inc. and its Myoblast Program for the treatment of heart failure. Mytogen has successfully completed Phase I clinical trials and will begin Phase II trials after the merger with ACT. Upon the transaction's closing, Advanced Cell Technology will transition from a development stage to a clinical stage company.
About Advanced Cell Technology, Inc.
Advanced Cell Technology, Inc. is a biotechnology company applying embryonic stem cell technology in the emerging field of regenerative medicine. The company operates facilities in Alameda, California and Worcester, Massachusetts.
Statements in this news release regarding future financial and operating results, future growth in research and development programs, potential applications of our technology, opportunities for the company and any other statements about the future expectations, beliefs, goals, plans, or prospects expressed by management constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words "will," "believes," "plans," "anticipates," "expects," "estimates," and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: limited operating history, need for future capital, risks inherent in the development and commercialization of potential products, protection of our intellectual property, and economic conditions generally. Additional information on potential factors that could affect our results and other risks and uncertainties are detailed from time to time in the company's periodic reports, including the report on Form 10-QSB for the quarter ended June 30, 2007. Forward-looking statements are based on the beliefs, opinions, and expectations of the company's management at the time they are made, and the company does not assume any obligation to update its forward-looking statements if those beliefs, opinions, expectations, or other circumstances should change.
Forward-looking statements are based on the beliefs, opinions, and expectations of the company's management at the time they are made, and the company does not assume any obligation to update its forward-looking statements if those beliefs, opinions, expectations, or other circumstances should change.
SOURCE Advanced Cell Technology, Inc.
Jordan Markwith of Chad Griffin Consulting, Inc., +1-310-888-3523, for Advanced Cell Technology, Inc.
-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
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Related Quotes Sym. Price Chg. ACTC Trade News 0.37 0.018 Advanced Cell Technology Completes $10 Million Private Placement
Sep 4, 2007 08:00:15 (ET)
ALAMEDA, Calif., Sep 04, 2007 (BUSINESS WIRE) -- Advanced Cell Technology, Inc. (ACTC, Trade ) (ACTC) announced today that it completed a private placement with institutional and other accredited investors resulting in gross proceeds of $10 million. The company intends to use the proceeds of the offering towards the further development of the company's clinical programs, for general corporate purposes, including additions to working capital, and to finance certain costs related to its recently-announced plans to acquire Mytogen, Inc.
On August 31, 2007, Advanced Cell Technology closed on the private placement of $12,550,000 principal amount of amortizing senior secured convertible debentures. The issuance of the debentures generated $10,000,000 in gross proceeds. In connection with this financing, the company has agreed to file registration statements with the Securities and Exchange Commission registering on behalf of the purchasers the resale of all or such maximum portion of the shares of common stock, issuable upon conversion of the debentures and the exercise of the warrants, as permitted pursuant to Securities and Exchange Commission guidance regarding offerings made on a continuous basis pursuant to Securities and Exchange Commission Rule 415.
William M. Caldwell, IV, Chairman and CEO of Advanced Cell Technology remarked, "This transaction represents a significant event for Advanced Cell Technology and reflects the growing recognition of the potential of the company's stem cell technology. The proceeds from this financing will allow ACTC to accelerate its development programs focused on novel therapies for diseases and indications that have few medical alternatives. Cardiovascular disease and regenerative retinal disorders represent substantial unmet medical needs that we believe our cell based therapies address."
Additional details regarding the financing will be included in a Current Report on Form 8-K to be filed by the Company with the Securities and Exchange Commission.
About Advanced Cell Technology, Inc.
Advanced Cell Technology, Inc. is a biotechnology company applying stem cell technology in the emerging field of regenerative medicine. The company operates facilities in Alameda, California and Worcester, Massachusetts. For more information about the company, please visit http://www.advancedcell.com .
Forward-Looking Statements
Statements in this news release regarding future financial and operating results, future growth in research and development programs, potential applications of our technology, opportunities for the company and any other statements about the future expectations, beliefs, goals, plans, or prospects expressed by management constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words "will," "believes," "plans," "anticipates," "expects," "estimates," and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: limited operating history, need for future capital, risks inherent in the development and commercialization of potential products, protection of our intellectual property, and economic conditions generally. Additional information on potential factors that could affect our results and other risks and uncertainties are detailed from time to time in the company's periodic reports, including the report on Form 10-QSB for the quarter ended June 30, 2007.
Forward-looking statements are based on the beliefs, opinions, and expectations of the company's management at the time they are made, and the company does not assume any obligation to update its forward-looking statements if those beliefs, opinions, expectations, or other circumstances should change.
SOURCE: Advanced Cell Technology, Inc.
Chad Griffin Consulting, Inc. Jordan Markwith, 310-888-3523 or Investors: CEOcast, Inc. Andrew Hellman, 212-732-4300
-------------------- LIFE IS 10% HOW YOU MAKE IT AND 90% HOW YOU TAKE IT! Posts: 9276 | From: San Diego CA | Registered: Jul 2006
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. 1. Amortizing Convertible Debenture and Warrant Financing.
On August 31, 2007, Advanced Cell Technology, Inc. (the "Company"), closed on the issuance of $12,250,000 of its amortizing senior secured convertible debentures and associated warrants ("2007 Financing"). Proceeds escrowed at closing were released to the Company on September 7, 2007. In connection with the closing of the 2007 Financing, the Company entered into a Securities Purchase Agreement (the "Securities Purchase Agreement"), dated as of August 31, 2007, with the purchasers of the debentures (the "Purchasers"). The Purchasers purchased from the Company senior secured convertible debentures and warrants to purchase shares of the Company's common stock. The Company also entered into a Registration Rights Agreement with the Purchasers, which requires that the Company file a registration statement with the Securities and Exchange Commission within 30 days after the closing of the 2007 Financing registering on behalf of the Purchasers the resale of all or such maximum portion of the shares of common stock issuable upon conversion of the debentures and the exercise of the warrants, as permitted pursuant to Securities and Exchange Commission guidance regarding offerings made on a continuous basis pursuant to Securities and Exchange Commission Rule 415.
The amortizing senior secured convertible debentures issued at the closing of the 2007 Financing will be due and payable in full three (3) years from the closing, and will not bear interest. The debentures begin amortizing on the earlier of (i) September 1, 2008, (ii) the first trading day of the month following the effective date of the initial Registration Statement filed pursuant to the Registration Rights Agreement, but in no event prior to February 1, 2008. The aggregate cash purchase price for the debentures purchased at the 2007 Financing was $10,000,000, which is a 20.3187% discount to the full principal amount of the debenture of $12,550,000. At any time from the closing date until the maturity date of the debentures, the Purchasers have the right to convert the debentures, in whole or in part, into common stock of the Company at the then effective conversion price. The debentures are initially convertible into 36,911,765 shares of common stock at a price of $0.34 per share. The conversion price shall be subject to adjustment under circumstances set forth in the debentures. The investors also received warrants to purchase 36,911,765 additional shares of common stock at a price of $0.38 per share exercisable for five (5) years.
The Company's obligations to Purchasers in the 2007 Financing are secured by a senior security interest and lien granted upon all Company assets pursuant to the terms of a Security Agreement entered into in connection with the closing. The security interest granted under the Security Agreement also secures the Company's obligations to the holders of debentures in the Company's existing 2005 and 2006 debenture financings. Inclusion of holders of the Company's 2005 and 2006 debentures was a condition of obtaining from such holders the necessary consents to the 2007 Financing.
The Securities Purchase Agreement, debentures and warrants contain covenants that will limit the ability of the Company to, among other things: incur or guarantee additional indebtedness; incur or create liens; amend its certificate of incorporation, bylaws or other charter documents so as to adversely affect any rights of the holders of the debentures; and repay or repurchase more than a de minimis number of shares of common stock other than as permitted in the debentures and other documents executed with the Purchasers. The debentures include customary default provisions and an event of default includes, among other things, a change of control of the Company, the sale of all or substantially all of the Company's assets, the failure to have registration statements declared effective on or before the deadlines set forth in the Registration Rights Agreement, the lapse of the effectiveness of registration statements for more than 30 consecutive trading days or 60 non-consecutive days during any 12-month period (with certain exceptions), the failure of the Company to timely deliver certificates to holders upon conversion, the termination of William M. Caldwell, IV as Chief Executive Officer of the Company and a default by the Company in any obligations under any indebtedness of at least $100,000 which results in such indebtedness being accelerated. Upon the occurrence of an event of default, each debenture may become immediately due and payable, either automatically or by declaration of the holder of such debenture. The aggregate amount payable upon an acceleration by reason of an event of default shall be equal to the greater of 120% of the principal amount of the debentures to be prepaid or the principal amount of the debentures to be prepaid, divided by the conversion price on the date specified in the debenture, multiplied by the closing price on the date set forth in the debenture.
In connection with this transaction, each Purchaser has contractually agreed to restrict its ability to convert the debentures, exercise the warrants and additional investment rights and receive shares of the Company's common stock such that the number of shares of the Company's common stock held by them and their affiliates after such conversion or exercise does not exceed 4.99% of the number of shares of the Company's common stock outstanding immediately after giving effect to such conversion or exercise.
Certain officers of the Company have entered into a lock-up agreement that restricts their right to dispose of any shares of common stock of the Company for a period of one year following the effective date of a registration statement registering the shares of common stock of the Company as provided in the Registration Rights Agreement.
The following served as the placement agents for the securities sold in this transaction: T.R. Winston & Company, LLC, Burrill Merchant Advisors Group, LLC, Rodman & Renshaw. Total fees paid to placement agents in connection with the 2007 Financing were $813,800 in cash and warrants to purchase 6,262,450 shares of common stock with the same terms as the warrants issued in the financing.
The representations and warranties set forth in the Securities Purchase Agreement and Security Agreement are the result of negotiations between the parties to such agreement and are solely for the benefit of such parties. These representations and warranties speak only as of the date of the agreement, are prepared in the context of the transaction contemplated by the agreement, and are intended in part to allocate risk between the parties. Therefore, such representations and warranties are not necessarily true, complete and accurate statements of fact about the matters addressed therein. As a result, we caution investors that they should read such representations and warranties in light of this context.
As of September 6, 2007, the Company has 63,938,528 shares of common stock issued and outstanding.
ITEM 9.01 Financial Statements and Exhibits.
(d) EXHIBITS
Exhibit No. Exhibit Description
10.1 Securities Purchase Agreement dated August 31, 2007 10.2 Registration Rights Agreement dated August 31, 2007 10.3 Form of Common Stock Purchase Warrant 10.4 Form of Amortizing Convertible Debenture 10.5 Form of Security Agreement dated August 31, 2007 10.6 Form of Subsidiary Guaranty dated August 31, 2007 10.7 Form of Lock-up Agreement 99.1 Press Release dated September 4, 2007
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.
ADVANCED CELL TECHNOLOGY, INC.
By: /s/ William M. Caldwell, IV William M. Caldwell, IV Chairman and Chief Executive Officer Dated: September 7, 2007
-------------------- LIFE IS 10% HOW YOU MAKE IT AND 90% HOW YOU TAKE IT! Posts: 9276 | From: San Diego CA | Registered: Jul 2006
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back in at .27 buddy. thinkin this pr will be met with dilution but we'll see.
News for 'ACTC' - (Dr. Robert Lanza, VP of Research & Scientific Development, to Speak at the First Albany Capital Regenerative Technologies Conference Advance Cell Technology Scientist to Participate on Luncheon Panel Regarding Current Issues in Stem Cell Therapy, Tissue Engineering, and Bone Regeneration)
WORCESTER, Mass., Sep 11, 2007 (BUSINESS WIRE) -- Advanced Cell Technology, Inc. (OTCBB:ACTC) announced that Dr. Robert Lanza, the company's Vice President of Research and Scientific Development, will be participating in the First Albany Capital Regenerative Technologies Conference in New York City on Tuesday, September 11, 2007 at 12:00PM EST. Dr. Lanza will be taking part in the Luncheon Panel regarding current issues in stem cell therapy, tissue engineering, and bone regeneration. The conference is expected to include more than 20 private and publicly-traded companies in the regenerative medical technologies industry.
Last week, Advanced Cell Technology, Inc. announced that it completed a private placement resulting in gross proceeds of $10 million, which should allow the company to accelerate its development programs focused on novel therapies for diseases and indications that have few medical alternatives. Over the past year, Advanced Cell Technology has made significant progress in its RPE (retinal pigment epithelium) and its HG (hemangioblast) programs to treat degenerative retinal disorders and cardiovascular disease, and expects to file INDs for both programs by the end of 2008. Furthermore, the company announced last month that it had entered into a definitive merger agreement to acquire autologous adult stem cell company Mytogen, Inc. and its Myoblast Program for the treatment of heart failure. Mytogen has successfully completed Phase I clinical trials and will begin Phase II trials after the merger with ACT. Upon the transaction's closing, Advanced Cell Technology will transition from a development stage to a clinical stage company.
About Advanced Cell Technology, Inc.
Advanced Cell Technology, Inc. is a biotechnology company applying embryonic stem cell technology in the emerging field of regenerative medicine. The company operates facilities in Alameda, California and Worcester, Massachusetts.
Statements in this news release regarding future financial and operating results, future growth in research and development programs, potential applications of our technology, opportunities for the company and any other statements about the future expectations, beliefs, goals, plans, or prospects expressed by management constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words "will," "believes," "plans," "anticipates," "expects," "estimates," and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: limited operating history, need for future capital, risks inherent in the development and commercialization of potential products, protection of our intellectual property, and economic conditions generally. Additional information on potential factors that could affect our results and other risks and uncertainties are detailed from time to time in the company's periodic reports, including the report on Form 10-QSB for the quarter ended June 30, 2007. Forward-looking statements are based on the beliefs, opinions, and expectations of the company's management at the time they are made, and the company does not assume any obligation to update its forward-looking statements if those beliefs, opinions, expectations, or other circumstances should change.
Forward-looking statements are based on the beliefs, opinions, and expectations of the company's management at the time they are made, and the company does not assume any obligation to update its forward-looking statements if those beliefs, opinions, expectations, or other circumstances should change.
-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
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i shoulda stayed with the ax and gone for my .2598 mighta gotten it. saw nite move to .29 so i moved to .27. prolly still hit .24. lots sittin lower. spank em to the left! up up up!
-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
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-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
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posted
got a few nice buys in there! just in the last 2 mins.
-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
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posted
hey imake, i am still waiting to find out if they catch the guys who did this on ACTC last year when the "big news" came out...
SEC charges hedge fund manager, funds in PIPE case
By Karey Wutkowski
WASHINGTON (Reuters) - The Securities and Exchange Commission on Thursday filed fraud charges against hedge fund manager Robert Berlacher and the Lancaster group of hedge funds, alleging they engaged in an illegal trading scheme involving at least 10 unregistered securities offerings.
The SEC charged that Berlacher implemented an unlawful scheme from 2000 through 2005 that helped Lancaster realize more than $1.7 million in illegal gains by investing in private-investment-in-public-equities (PIPE) offerings.
In a PIPE deal, an underwriter sells a company's restricted shares, while the company agrees to file paperwork with regulators allowing investors to resell those shares to the public.
According to the SEC's complaint, Berlacher and Lancaster, after learning about a PIPE transaction, sold short the issuer's stock.
Once the SEC declared the resale registration statement effective, Berlacher and Lancaster would use the PIPE shares to cover the short position, which is prohibited by federal securities laws, the SEC said.
Nick Morgan, an attorney representing the defendants, said, "We anticipate vigorously contesting the allegations."
The SEC said the defendants used deceptive trading techniques to make it appear they were covering their short sales with open market shares.
Also, on at least one occasion, the defendants engaged in illegal insider trading by selling short the PIPE securities before the public announcement of the offering, while using nonpublic information they received when being solicited to invest in the PIPE, the SEC said.
"We've been devoting substantial resources to investigating unlawful trading practices by hedge funds and other investors in PIPE deals, including cases involving insider trading and other deceptive trading schemes," Scott Friestad, associate director of enforcement at the SEC, told Reuters.
The SEC is seeking civil penalties and disgorgement of ill-gotten gains from the defendants.
-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
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"Litigation Release No. 20278 / September 13, 2007 SEC v. Robert A. Berlacher, Lancaster Investment Partners, L.P., Northwood Capital Partners, L.P., Cabernet Partners, L.P., Chardonnay Partners, L.P., Insignia Partners, L.P., VFT Special Ventures, Ltd., LIP Advisors, LLC, NCP Advisors, LLC, and RAB Investment Company, LLC, Civil Action No. 07-cv-3800 (ER) SEC Files Fraud Charges Against Hedge Fund Manager Robert A. Berlacher and the Lancaster Hedge Funds for Engaging in Illegal "Pipe" Trading Scheme and Insider Trading The Securities and Exchange Commission filed securities fraud and related charges today against Robert A. Berlacher, Lancaster Investment Partners, L.P., Northwood Capital Partners, L.P., Cabernet Partners, L.P., Chardonnay Partners, L.P., Insignia Partners, L.P., VFT Special Ventures, Ltd., LIP Advisors, LLC, NCP Advisors, LLC, and RAB Investment Company, LLC (collectively, "Lancaster") in the U.S. District Court for the Eastern District of Pennsylvania. The Commission's complaint alleges that the defendants collectively perpetrated an illegal trading scheme to evade the registration requirements of the federal securities laws in connection with at least ten unregistered securities offerings, which are commonly referred to as "PIPEs" (Private Investments in Public Equities), made materially false representations to the PIPE issuers in connection with those offerings, and engaged in illegal insider trading."
if ACTC gains anything back (which I doubt) maybe they can give it to us as a div eh?
-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
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posted
glass... did you see a list of who the 10 are?? I've just been picking up needles. TIA
-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
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I just needed one more click. lol Have a nice weekend!
-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
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check this out: SEC Charges 69 Audit Firms and Partners for Issuing Audit Reports While Not Registered with the PCAOB FOR IMMEDIATE RELEASE 2007-183
Washington, D.C., Sept. 13, 2007 — The Securities and Exchange Commission today charged 69 auditors with issuing audit reports on the financial statements of public companies while they were not registered with the Public Company Accounting Oversight Board. The SEC administrative orders name 37 unregistered audit firms and 32 audit partners who participate
i wonder how many filings they all signed off on...
-------------------- Don't envy the happiness of those who live in a fool's paradise. Posts: 36378 | From: USA | Registered: Sep 2003
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posted
Testicles Tested As Stem Cell Source Technique A Success In Mice; Might Be Tried On Men Within A Few Years Comment On This Post TORONTO, Sept. 20, 2007
(AP) Researchers hope to one day extract stem cells from testicles that could be directed to grow into all kinds of tissues to repair everything from a damaged heart to brains destroyed by Alzheimer's to insulin-producing cells to cure diabetes.
So far, the researchers have found a way to grow different tissues from stem cells isolated from the testes of laboratory mice, but they believe the same technology could work in humans.
"For male patients, it could someday mean a readily available source of stem cells that gets around ethical issues linked to embryonic stem cells," said co-author Dr. Shahin Rafii, director of the Stem Cell Center for Regenerative Medicine at Weill Cornell Medical College in New York.
"It also avoids issues linked to tissue transplant rejection, since these autologous stem cells are derived from the patient's own body."
The Weill Cornell-led research team began by extracting what are known as spermatogonial progenitor cells (SPCs) from the rodents' testicles, which were then induced in the lab to form adult stem cells capable of developing into various tissue types.
These tissues continued to grow both in lab dishes and after being implanted into mice, said co-author Dr. Marco Seandel, a researcher at the Howard Hughes Medical Institute and an oncology fellow at Memorial Sloan-Kettering Cancer Center.
"The first thing that was the most exciting was that in vitro (in lab dishes) even, we've seen these cells become what's very clearly heart tissue because it contracts rhythmically," Seandel said Wednesday from New York. "That's one type of tissue that you can't really miss."
"In terms of blood vessels, we did extensive staining (an identification test) on cells in vitro and after they were implanted to prove not only were they blood vessels but they were also connected with the mouse's blood circulation, to prove that they're actually functional."
Rafii and Seandel, the principal researchers, had been working for more than ten years on the concept of testicular stem cells, but it was a new method developed by Seandel that allowed their team to efficiently grow large quantities of SPCs - and hence stem cells.
While acknowledging it's a big leap from mice to men, the researchers believe their findings - published in Thursday's issue of Nature - could be applied to human health.
"We don't have any reason to think that it won't work, but it's early days," Seandel said with a note of caution. The next step is to try growing stem cells from the testicles of primates, perhaps those of macaques or rhesus monkeys, he said.
Rafii said he's more optimistic than Seandel about how long it would take before the research could move to clinical trials in humans.
"There are no ethical issues attached to this, so we are going to move very fast to implement this technology in humans," said Rafii. "I would say five years."
SPCs lie within a specific area of the testes and their sole function is to generate the precursors to sperm, keeping men fertile well into advanced age. Retrieving the SPCs, which are plentiful, would involve a small biopsy of the testicle, a procedure Rafii said is commonly performed on men undergoing fertility testing.
Not only could tissue generated from testicular stem cells help the individual, but he predicted it could also be transplanted into another man - or woman - as long as they were a genetically compatible match, similar to someone receiving a bone marrow transplant.
Besides regenerating organs, brain, skin and other tissues, the scientists say stem cells could also be harnessed as cancer fighters.
"For some reason, tumors love to recruit these cells to their environment because they are very juicy," said Rafii. "They go after them, they make blood vessels from them, they provide a lot of good stuff for (tumors)."
He said stem cells conceivably could be loaded with a cancer-killing agent, which could be switched on once they arrive at a tumor.
"So we can take advantage of this unique homing towards the tumor to deliver a toxic load."
-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
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