Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
NEWS,
International Drug & Explosives Detection Company IDenta Corp Announces Agreement With Red Orange Company
Today : Monday 28 February 2011
IDenta Corp. (PINKSHEETS: IDTA) CEO Yaacov Shoham announced today that a marketing agreement has been signed with Red Orange Company based in Dubai.
Mr. Shoham was in India last week for the second time in the past two months to penetrate the markets of the Arab countries in the Middle East and to continue to penetrate other markets in India itself (India is one the largest markets for IDenta's different products).
During the five-day business trip, Mr. Shoham met and finalized the agreement with Red Orange company.
Red Orange (www.redorange.com) is a company based in Dubai with large branch offices in India, Afghanistan, Iraq, Sudan and USA.
Red Orange has very strong connections in law enforcement and specifically with the military agencies in a very large area from Sudan in the west, to Afghanistan in the east. IDenta Corp. business relationship with Red Orange started a year ago, when the company began purchasing IDenta's products. The meeting took place in Trivandrum, Kerala, India. (one of Red Orange's main offices is in Trivandrum).
During the visit, Red Orange arranged meetings with the Chief of Police of the State of Kerala (a state with 32 million inhabitants) and with some other high positioned police officials of the state of Kerala. In Trivandrum, Mr. Shoham attended five meetings, and the Chief of the Police and other officials decided to purchase IDenta's products.
Red Orange has also been able to arrange a very important meeting in Delhi (capital of India) with the head of the National Investigation Agency (NIA). The NIA is a law enforcement agency dedicated towards countering terrorists anywhere in India at any time.
At the meeting, the head of the NIA decided to purchase IDenta Alert explosive identifiers to be tested in the field by the NIA agents. Also the head of the agency has appointed one of his aides to be in contact with Red Orange.
"The five-day business trip was a very successful trip. The markets for IDenta's products in the Middle East and India area are huge. The potential for the products are in many, many hundreds of thousands of kits per year and probably much more. Red Orange company is a best business partner for IDenta's products in this large area because of their vast connections with the law enforcement and the military agencies," commented Mr. Shoham.
davpar,
ACTC doesn't have any more shares to dilute
This has been a popular mail topic so I will try to clarify as best I can. I have expressed my opinion that I believed the "fully diluted" count may be over 1.75B shares..This should NOT be confused with the OS# which represents shares actually ISSUED.
IF the diluted # is over then ACT has time(90 days per preferred contracts) to correct the situation. Remember, the majority of the Socius shares registered have NOT been issued, they are reserved for when ACT asks for more money.
Back when ACT last did a Proxy to increase the AS# the following was in play...In summary, ACT ran the OS# almost to max but still needed 376MM to cover reserves.(the 376MM shares had not been filed in registration, Socius shares have been,,see below)
"As noted above, as of July 15, 2009, a total of 499,905,641 shares of the Company's currently authorized 500,000,000 shares of Common Stock are outstanding. In addition, the Company currently has outstanding Amended and Restated Debentures (defined below) convertible into 171,759,306 shares of Common Stock and Amended and Restated Warrants (defined below) exercisable into 205,251,285 shares of Common Stock. Accordingly, the Company currently does not have sufficient authorized but unissued shares of Common Stock to permit conversion of the Amended and Restated Debentures and exercise of the Amended and Restated Warrants."http://www.sec.gov/Archives/edgar/data/1140098/000114420409038302/v155330_pre14a.htm
IMPORTANT NOTE:
The fact the Socius shares were registered in the S-1 two weeks ago does imply that at the time of filing they had approx. 68MM shares(diluted and available combined).
(CONSENT)
"Based on our examination mentioned above, we are of the opinion that the securities being sold pursuant to the Registration Statement are duly authorized and will be, when issued in the manner described in the Registration Statement, legally and validly issued, fully paid and non-assessable."
http://www.sec.gov/Archives/edgar/data/1140098/000101376211000371/ex52.htm
In two weeks or so when audited 10K is issued we will have a much better idea where the share count stands. In either scenario above, ACT action will be required sooner than later. If ALL or most of .10 warrants were exercised, ACT should have almost double the $15MM they announced at year end in their coffers.
The potential possibility discussion of ACT at some point trying to go to a larger exchange has prompted some questions.
"will act know ahead of time they meet listing requirements"
if they have a review first..yes
"can they do a reverse to meet list price"?
yes, that would be the idea unless they wait until their pps is $4...see below
Those questions and a few more can be answered here. Most exchanges have a review process prior to application, this example is Nasdaq:
https://listingcenter.nasdaqomx.com/Show_Doc.aspx?File=FAQsInitial.html
Actual listing qualification can be seen in a prior post here:(use slide 11 on Nasdaq..not slide 12)
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=57354148&txt2find=AMEX
Does NASDAQ offer a preliminary listing eligibility review for prospective applicants?Yes.
A company can seek a preliminary listing eligibility review by NASDAQ Listing Qualifications prior to applying. Pursuant to this review, the Listing Qualifications Staff will review the company's public filings to determine if it meets the numerical listing requirements. In addition, to the extent questions are raised by the company, the Listing Qualifications Staff will consider compliance with the corporate governance requirements of Listing Rule 5600, such as board and board committee structure, and regulatory concerns, such as may be raised under Rule 5100 and IM-5100. In considering whether any such questions exist, the company may find it helpful to review the information necessary to be submitted with Part IV of the Listing Application.
The Listing Qualifications Staff will, if necessary, meet with a prospective applicant to discuss any preliminary conclusions reached during this review. Once completed, Staff will determine whether it appears that the company satisfies NASDAQ's numerical initial inclusion criteria and whether any corporate governance or regulatory issues raised by the company would serve to prohibit NASDAQ from listing the company, and Staff will issue a letter to that effect. Any final approval, however, will require the company to submit a formal listing application, and is conditioned upon final review of that application and the company's continued compliance with all NASDAQ criteria for initial listing at the time of listing. In addition, any final approval will require a satisfactory conclusion of certain additional qualitative reviews that NASDAQ will perform, including a review of the regulatory history of the company's officers, directors, and significant shareholders.
Can a seasoned issuer effect a reverse stock split to meet the minimum bid price requirement for initial listing?
A seasoned issuer may complete a reverse stock split to comply with NASDAQ's minimum bid price requirement for initial listing. Generally, when this happens, NASDAQ will require that the issuer continue to meet the bid price requirement for a minimum of five consecutive trading days after the split takes place. This means that on each of the five days the issuer must at some point during normal trading hours have a bid price which is at or above the applicable initial listing criteria.
Please note that NASDAQ may, in its discretion, also require an issuer to maintain the required minimum bid price for a period in excess of five consecutive business days, but generally no more than ten consecutive business days, before determining that the issuer has demonstrated compliance. In determining whether to require a longer waiting period, NASDAQ will consider the following four factors:
MOU is with Roslin Cells,
According to this PR they recently moved to new facility.
Roslin Cells Scoops the Mid and East Lothian Chamber of
Commerce High Growth Award 2010
http://www.roslincells.com/sitepix/downloads/Press%20Release%20-%20M&E%20Lothian%20CoC%20High%20Growth%20Award%202010.pdf
Regenerative Medicine
The University of Edinburgh's Scottish Centre for Regenerative Medicine is the latest addition to the College of Medicine and Veterinary Medicine's twelve research centres and is made up of world-class researchers with expertise in the field of stem cell research.
Headed up by Professor Ian Wilmut FRS, the Centre is focused on the development of medical therapies for the treatment of diseases such as cancer, liver disease, Parkinson's disease, diabetes and spinal cord injury. The Centre collaborates extensively with key Scottish players in stem cells and will also house Roslin Cells, a new partnership that will create hSC lines for research The mission of the Centre is to develop new treatments for human disease through innovative research with stem cells.
The Centre brings together existing, high achieving groups working in the stem cell and tissue regeneration fields at the University of Edinburgh in a single highly interactive unit, creating the largest UK grouping of researchers in this area. Uniquely in the UK, the Centre will cover a spectrum of research - from basic mechanisms of stem cell regulation, and translational research that will provide a rigorous platform for stem cell therapies to clinical trials with stem cells and their derivatives.
As the new Centre for Biomedical Research development progresses, the Centre for Regenerative Medicine will move to a purpose-built facility on that site adjacent to other research facilities of the Medical School and the NHS Lothian Royal Infirmary and linked commercial investment premises.
The Centre for Regenerative Medicine is uniquely positioned to meet the challenges of the future in stem cell research. Research expertise encompasses embryonic, foetal and adult tissue stem cells, of human and animal origin. With 22 independent research groups, the Centre constitutes a unique grouping of stem cell researchers working within an effective regulatory framework and supportive society for the innovative work we carry out.
Key Points
The largest grouping of stem cell researchers in the UK
Building on existing renowned expertise at the University of Edinburgh in the field of regenerative medicine
Purpose-built facility on the Centre for Biomedical Research site that will also include GMP-grade facility for development of hSC lines
On-site business development team that can act as gateway to research expertise
Roslin Cells Ltd
Roslin Cells Ltd is a not-for-profit company, established in January 2007 to consolidate and develop expertise in human stem cell research. The Company will focus on developing new cell lines for research and clinical use under the scientific direction of Dr Paul de Sousa of the University of Edinburgh. Roslin Cells will work closely with the Scottish National Blood Transfusion Service (SNBTS) to establish the Good Manufacturing Practice conditions needed for its cell lines to be of clinical grade. The SNBTS has extensive experience of the supply of tissue products for clinical application within the NHS Scotland. The broader mission of the Company is to support the development of stem cell technologies in Scotland.
http://www.research-innovation.ed.ac.uk/expertise/biomedical/regenerative.asp
another link
knowing ACT probably just prior to PR but no definitive date was mentioned.
cty,
Could also be timed out for european orphan status update too.. By that time it will have been almost 90 days
If ACT filed around Dec.23rd when they PR'd the 90 day process would have started Feb 7, according to EMA Submission deadlines for orphan designations. So news by mid March would be unlikely.
http://www.ema.europa.eu/ema/index.jsp?curl=pages/regulation/general/general_content_000037.jsp&murl=menus/regulations/regulations.jsp&mid=WC0b01ac0580024c5d&jsenabled=true
jon, the Orphan status for Ma09-hrpe can be found at link below.
The EU Orphan application is in progress. Details on time frames can be found at second link.
http://www.orpha.net/consor/cgi-bin/Drugs_Search.php?lng=EN&data_id=76142&search=Drugs_Search_Simple&data_type=Status&Typ=Sub
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=58639373
Thanks to louisa, the following changes/additions can be seen at the bottom of blog post from ACT site.
http://www.actcblog.com/2011/02/act-secures-patent-to-generate-embryonic-stem-cells-without-embryo-destruction.html
RUSSO PARTNERS: ACT is a client.
http://www.russopartnersllc.com/clients/
"From the biotechnology evolution to the launch of pharmaceutical marketing 2.0, we have been there every step of the way. At Russo Partners, formerly Noonan Russo, senior PR counselors with PhDs and MBAs roll up their sleeves - right alongside clients - to connect with and influence the audiences that matter most: investors, business partners, regulatory agencies, physicians and patients."
http://www.russopartnersllc.com/about/
Contact:
Investors:
CEOcast, Inc., James Young, 212-732-4300
Press:
ACT Corporate Communications, Bill Douglass, 646-450-3615
or:
Russo Partners, Martina Schwarzkopf, Ph.D., 212-845-4292
paulness,
The amount of shares outstanding (currently over 1.1 billion)
yes, it is over 1.1B ..try 1.45B
I do not see reversing as they are not in danger of being delisted from the OTC...
De-listed? That makes no sense..
the stock will grow organically based on the results from the trials currently underway.
When did the trials start?
just a matter of time before the results are released in 2011.
Sure, we test our product on rats and mice for years but will have the human testing wrapped up in 6 months..wonderful
davpar,
you could possibly get 100 different answers to that but I will give you mine. If you think ACT has the goods and you consider yourself a long termer then the question is irrelevant. You will see price fluctuations either way. As I have have always said, the rs I hope is used to move to another exchange. To reverse and stay here makes no sense, they might as well just increase the AS# and stay here...jmo
sports,
not sure why you thought my response was a knockout punch. I was posting a response to why the pps does what is does. A RS, if being contemplated, should be timed with positive upcoming events plus ACT has had plenty of shares to burn up but that is not the case anymore. The near term should provide a guide as to what their plans are.
sports guy,
what is going on now is a reflection of what HAS taken place.
In 2 months ACT issued 310MM shares. If any company issued 30% of their OS# into the float at discounted pricing it would not bode well either especially when many wait in the wings to sell on any pps increase via news. ACTC issued more shares in those two months than most of our competitors have in total. This scenario has taken place for years here. The "players" that can make a difference have followed ACT for a decade and they know how to read SEC filings too. Recent submissions of Instititutional Holdings is an indication their interest isn't there right now for possibly many reasons. Trials are a ways off and results even further, clinicals are a slow process as I am sure most know. Addressing share structure soon, replacing CEO and BOD's can be added to the mix. Some suggest the market just doesn't understand or know...I would disagree.
hilo,
I based the info on the S-1 filing a week or so ago and the fact I don't believe all the Sept.30 numbers below were all converted and exercised.
From S-1 page 9)
OS# as of February 8, 2011.....1,449,161,997
Socius Financing shares filed....224,000,000
http://www.sec.gov/Archives/edgar/data/1140098/000101376211000371/forms1.htm
(same S-1 page 16)
As of September 30, 2010, on an aggregated basis our debt and preferred stock financings may result in being converted into 88,546,195 shares of our common stock, and warrants and options that may be converted into approximately 250,322,044 shares of our common stock.
Casey Eye Institute,
Yes Jon, this is where the pre-clinical studies were done and where data was produced to file IND's and move into trials. Cost was approx. $345K plus a 5 year confidentiality agreement. Dr. Raymond Lund was the Principal Investigator(see agreement below). Casey
site was listed in the SMD clearance PR as a potential trial site.
(ACT PR)
http://www.advancedcell.com/news-and-media/press-releases/advanced-cell-technology-announces-collaboration-with-the-casey-eye-institute-at-oregon-health-and-sc/
Collaboration Agreement
http://www.sec.gov/Archives/edgar/data/1140098/000104746907002240/a2176695zex-10_100.htm
OS# verses AS#, mail?'s
To clarify, I stated previously I believe the fully diluted
number has passed the 1.75B AS#.(This is only my opinion, 10K will tell the story. If not over it is very very close.)
Fully Diluted # equals the OS# + shares that must be kept in reserve
to honor future conversions of financing, warrants and stock options. None of the above are worth a plug nickel if ACT doesn't have shares to back them up.
If in fact ACT has a fully diluted number over the AS# then they are required to fix the problem. As you can see from last contract on the Series C Preferred with Socius the language that is inserted below. This requires 110% be kept in reserve and 90 days to correct via proxy. If a new CEO and BOD's is on the way via near term it may be possible to get all items done in one Proxy.
1.8 Insufficient Authorized Shares.
If at any time while any of the Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of the Warrant at least a number of shares of Common Stock equal to 110% of the number of shares of Common Stock as shall from time to time be necessary to effect the exercise the portion of the Warrant then outstanding (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the portion of the Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 90 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.
http://www.sec.gov/Archives/edgar/data/1140098/000101376211000004/ex41.htm
Patent issued today has a few of you asking exactly what it is and how it differs from others. The info below,imo, best describes those differences. The Background info is what MOST currently do now to create hESC's. The Summary is what ACT's new patent methods entail.
BACKGROUND OF THE INVENTION
With few exceptions, embryonic stem cells have only been grown from blastocyst-stage embryos. ES cell lines are conventionally isolated from the inner cell mass of blastocysts. There are several drawbacks to the techniques used to create these cells. From the perspective of the technique, the culturing of embryos to blastocysts occasionally has a relatively low success rate. Additionally, certain members of the public object to embryonic stem (ES) cell research using cell lines derived from the inner cell mass of blastocysts because this derivation procedure destroys the preimplantation, blastocyst-stage embryo. As such, the blastocyst-stage embryo from which ES cells are conventionally produced cannot be cryopreserved, frozen for later use, or permitted to develop further.
SUMMARY OF THE INVENTION
The present invention provides novel methods for deriving embryonic stem cells and embryo-derived cells from an embryo, those cells and cell lines, and uses of the embryonic stem cells and cell lines for therapeutic and research purposes. It also relates to a method of establishing and storing an autologous stem cell line from a blastomere retrieved prior to implantation of an embryo, e.g. in conjunction with assisted reproductive technologies such as in vitro fertilization ("IVF").
http://patft.uspto.gov/netacgi/nph-Parser?Sect1=PTO1&Sect2=HITOFF&d=PALL&p=1&u=%2Fnetahtml%2FPTO%2Fsrchnum.htm&r=1&f=G&l=50&s1=7,893,315.PN.&OS=PN/7,893,315&RS=PN/7,893,315
ACTC..eom
fwiw
BOD Erkki Ruoslahti has sold 787,660 shares since Feb 10. He started with the 5MM shares he was gifted last year. Those 5MM shares became unrestricted around Feb 4. So, he has sold approx. 15.75% of total holdings...Is it a big deal?..not to me
http://www.sec.gov/Archives/edgar/data/1140098/000101376211000385/xslF345X03/primary_doc.xml
http://www.sec.gov/Archives/edgar/data/1140098/000101376211000420/xslF345X03/primary_doc.xml
The CIRM program details can be viewed here, scroll down to the bottom to view possible time frames.
"This award will support the conduct of early clinical trials (e.g. Phase 1, Phase 1/2, Phase 2a) as well as ancillary activities that will enable these trials. For purposes of this RFA, pluripotent stem cells are defined as human embryonic stem cells or human induced pluripotent stem cells."
http://cirm.ca.gov/RFA_10-03
Whatever CIRM gives out will possibly decided in May with funds being disbursed in the summer sometime. These are not GRANT dollars, monies are a LOAN..Loans use to be covered by issuing waarants based on fully diluted share number, right now that would not be possible under our current share structure. Here is a link to a new format to pay back LOAN, if they recieve one.
http://www.cirm.ca.gov/files/meetings/pdf/2010/1-27-11_AgendaItem%2315_for_ICOC_Mtg_Memo_reMutlPaybackforLoans.pdf
ACT could have started their trial with their own funds and receive this funding, just as Gern is doing. They are not waiting on these LOAN dollars as some imply. ACT needs to get each clinical site approved by individual IRBS before anything happens.
c'mon,
No, it wasn't the first time. January's presentation said the same.
Prior presentations used the same language but used "ACT LINES"
which translates into below. You can also see over a year ago ACT told us exactly the what the NIH change was for. So, what is new?..nothing
23 February 2010
That change would allow ACT's five single-blastomere lines currently under review at the NIH to receive federal funding for research, if approved by the agency. ACT currently has an investigational new drug application (IND) under review at the FDA for a Phase I/II trial using its MA09 single-blastomere line to treat Stargardt disease, a genetic condition and the leading cause of juvenile blindness in the U.S., Lanza told BioWorld Today.
The IND currently is on hold while ACT addresses some of the FDA's questions, but Lanza said the company is hoping to initiate the study by the end of the third quarter.
The hESC definition change also would affect ACT's four other NED, or "no embryo destruction," lines awaiting placement on the NIH registry: NED1, NED2, NED3 and NED4.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=46950661
harlem,
as I posted to you yesterday, they changed the verbage.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=60097755
We have always known the NIH cell lines were Single blastomere derived..the upcoming patent is for a METHOD to obtain the hESC cells(without harming embryo)....
From a year ago,
That change would allow ACT's five single-blastomere lines currently under review at the NIH to receive federal funding for research, if approved by the agency. ACT currently has an investigational new drug application (IND) under review at the FDA for a Phase I/II trial using its MA09 single-blastomere line to treat Stargardt disease, a genetic condition and the leading cause of juvenile blindness in the U.S., Lanza told BioWorld Today.
I have no clue what the relevance of a "comment" letter has to the discussion.. I am not real sure where to start so I will ask you this.
You said,
ACTC cell lines are not Embryonic stem cell lines as per current NIH definition
If ACT cell lines are not hESC's then what are they? If this doesn't get straightened out there is no need going any further.
investing,
None of the following is factual.
ACTC cell lines are not Embryonic stem cell lines as per current NIH definition, NIH is considering additional funding for blastomere-drived lines.
IMO soon we will see another table on NIH web site showing Blastomere-Drived lines approved for federal funding. They will not be included in the Embryonic Stem cell lines. No law will be able to stop federal funding for Blastomere-drived lines
harlem,
Prior to issuance of patent they issue a "patent calculation date" well in advance and you can see below all of them were spot on. Blastomere is scheduled for next Tuesday. No reason to think it won't be issued on the 22nd.
PENDING Blastomere Patent
DERIVATION OF EMBRYONIC STEM CELLS AND EMBRYO-DERIVED CELLS
02-22-2011 Patent Issue Date Used in PTA Calculation
EXAMPLES:
11/267,555 DERIVATION OF EMBRYONIC STEM CELLS
11-23-2010 Patent Issue Date Used in PTA Calculation
actual date issued was the same.
11/186,720 METHODS FOR PRODUCING ENRICHED POPULATIONS OF HUMAN RETINAL PIGMENT EPITHELIUM CELLS
06-15-2010 Patent Issue Date Used in PTA Calculation
actual date issued was the same.
Upon request, here are the bylaws for ACT and the only amendment that I am aware of.
BY-LAWS OF ADVANCED CELL TECHNOLOGY, INC.
http://www.sec.gov/Archives/edgar/data/1140098/000110465905057014/a05-20577_1ex3d2.htm#a1_3_050843
ITEM 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 26, 2007, pursuant to unanimous approval of the Board of Directors, the Company amended its Bylaws to delete all references to multiple classes of directors. Accordingly, Sections 2.3, 2.4, 2.5 and 2.9 have been amended to reflect that the Board currently consists of one class of directors. As a result, the terms of all classes of the directors shall expire at the 2007 annual meeting. Upon election at that meeting and thereafter, each director will serve for a one-year term and each director shall hold office until the next annual meeting of shareholders and until his or her successor is duly elected and qualified. Prior to this amendment, the Bylaws provided for a classified board with directors being elected for three-year terms. A copy of the amendment to the Bylaws is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
http://yahoo.brand.edgar-online.com/EFX_dll/EDGARpro.dll?FetchFilingHTML1?ID=5574894&SessionID=o_PIHCka254zSG7
harlem,
Last month ACT starting using this verbage " act's blastomere-derived lines"
verses the older "act lines" . The lines affected by any proposed NIH change have always been the 5 blastomere lines..NED 1-4 and MA09. The "blastomere derived" verbage may be used now to link upcoming blastomere patent. Same message as before.
slide 4 Jan 2011..NEW Verbage
http://www.advancedcell.com/documents/0000/0282/ACT_Corp_Pres_2011_OneMed_-_FINAL.pdf
slide 5 Nov 2010 OLD Verbage
http://www.thechairmansblog.com/william-caldwell/wp-content/uploads/2010/12/ACT-Macular-Degeneration-Program.pdf
slide 5 Sept 2010 OLD Verbage
http://www.thechairmansblog.com/william-caldwell/wp-content/uploads/2010/12/ACT-Macular-Degeneration-Program.pdf
BIO CEO Conference presentation link,
http://www.advancedcell.com/documents/0000/0285/ACT_Corp_Pres_2011-BIO_CEO_2.15.11.pdf
I have no doubt they are but it won't stop from them issuing shares like they did before..
To those asking.
RE: OS# verses AS#
As stated prior, to determine where we are we need the 10K filed. This will not only provide the new OS# but more importantly the number of shares "that may be converted" due to stock options, warrants and financing. The 10K is approx. one month away but you can still apply some common sense to what we now have in front of us. Take the info below from last 10Q, these we be the important numbers from upcoming filing. Do I think ACT is at or past the limit to cover all future obligations(conversions)?...imo...yes
"As of September 30, 2010, on an aggregated basis our debt and preferred stock financings may result in being converted into 88,546,195 shares of our common stock, and warrants and options that may be converted into approximately 250,322,044 shares of our common stock."
Odds and ends,
Institutional Holdings
Total Shares Held: 9 690,000
New Positions: 6 570,000
Increased Positions: 6 570,000
Decreased Positions: 1 18,500
Holders With Activity: 7 588,500
Sold Out Positions: 1 18,500
http://www.nasdaq.com/asp/holdings.asp?symbol=ACTC&selected=ACTC&FormType=Institutional
From last S-1
"On November 22, 2010, the Company filed its opening brief in the 1st Appellate District of the California Court of Appeal."
ACT is trying to recoup over $600K in expenses from the Aronson lawsuit. You can track it here. Case fully briefed as of yesterday.
http://appellatecases.courtinfo.ca.gov/search/case/dockets.cfm?dist=1&doc_id=1951955&doc_no=A129336
Mail ?..rock, is this all the shareholders ACT has?
"As of February 8, 2011, there were approximately 236 shareholders of record of our common stock."
No, most of us have our stock with brokerages, steet name. The last time I saw the actual # of holders was in Sept, of 2009.
"We have approximately 25,000 investors, many of whom have become so within the past 18 months."
"http://www.sec.gov/Archives/edgar/data/1140098/000101376209001648/form14a.htm
Shareholders Of Record
Shareholders whose names actually appear on the records of the corporation from which the shares are issued.
Street Name
Ownership of shares which are held for the benefit of the shareholder in a brokerage account, and are not reflected in the shareholder's name on the records of the corporation.
Form 4 filed, BOD Erkki Ruoslahti sells 387,650 shares,
http://www.sec.gov/Archives/edgar/data/1140098/000101376211000385/xslF345X03/primary_doc.xml
dianne,
yesterdays S-1 showed the following:
Authorized Shares 1,750,000,000
Common Stock to be outstanding after the offering:
1,682,135,276
That is less than 70MM shares they have to issue. Any outstanding stock options and warrants would have to be added to that figure also which we won't know the total of until the 10K is filed in a month. Make it through the year? Not sure how that would be close to possible.
But what range do they need to split it by to address the share structure?
As stated in prior post, around a 1:20
dianne,
Just to clarify, I do not know what ACT plans to do. I feel a proxy in some form is imminent as we move towards maxing out the AS#. IMO, if/when they ask for more shares it is a cost efficient way of killing two birds with one stone(proxies are expensive) and ask for a ranged reverse in case that route presents itself.
I can present a few number possibilities to a hypothetical. Using as example a current pps of .20. Depending on which exchange standard we would qualify under the listing pps ranges from $2-$5.
For the sake of example, let's use $4 pps. That would require at minimum of a 1:20 rs..So the range could be for example 1:2 to 1:30 to give ACT options whether the price rises or falls in the period up to listing and rs approval would be valid for so many months..
One more point to consider that will need addressing. When the OS# becomes very close to the AS# and you reduce both by dividing by 20, it doesn't give you any more shares to issue. One possibility is to increase AS# prior to rs so company would have ample amount of shares for future issuance...hope that helps some and didn't confuse. Once again, I don't know if this route is being considered or if they would just increase the AS# again and be comfortable with that for now.
louisa,
When I posted that info it was almost a year ago and I feel the same today. Not sure where the Company is at but I can't help believe they aren't considering that option. I believe the "rationale" is here..jmo
William M. Caldwell, Chairman and CEO of ACTC: I’m an investment banker and I can tell you that it has been my experience that reverse splits for the sake of reverse splits are very problematic. There has to be a rationale behind why someone would do such a thing and it has to be done around some sort of event that is accretive to shareholders and makes logical sense for all the stakeholders. I’m not inclined at all to recommend a reverse split unless that opportunity presented itself. If it does, based upon our charter, we would then have to go to the shareholders for their approval. In that way they would have an opportunity to understand our rationale and determine whether that makes sense for the majority of them. I think that’s about all I can say about that subject at this stage.
I view the S-1 more in line with what I would expect Socius to have and make money verses the knight in shining armor scenario...will post if I can figure out which from the start was poorly worded/written and confusing...imo
rumit,
not sure. I do know ACT is required to reserve 110% of shares for placement but that does not quite add up either. That's why I have learned to wait on these deals as they are not always what they appear or what we think...will work on it..
well, the current situation has been discussed here many times and at the rate ACT was issuing shares it was inevitable. Back in November I figured about 6 months left under the current structure
before something would have to be done.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=57090338
The 6 months wasn't based on the Socius deal as we knew nothing of it then. ACT has kicked out 310MM shares in a tad more than 2 months, more than most of our competitors have in total OS#...I would suggest a Proxy is forthcoming asking for the following approval, jmo.
1)more shares for 2005 Stock Option plan
2)Increase the AS#
3)Reverse stock split with a range and time limit for use
Hoping your day gets better..
louisa,
Putting this in reverse is the only way to stop this dilution.
You don't have to worry about much of any more dilution under this share structure, the end of the rope is here.