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louisa,
JV's and buyouts, yep, we will see many names pop up.
Who knows, maybe a competitor?
Like a global biopharmaceutical company who trades on NasdaqGS
with a $26 B market cap with a subsidiary in the stem cell field
and has been stated by ACT as "one of our primary competitors in retinal disease indication"?
yes I expected more volume based on the 2009 run to .29. Much bigger news this time around that directly impacts ACT. Below is info from last run that I used for a basis. Volume is doing fine, don't get me wrong, I just expectted more.
There were 20 trading days so ACTC had an average of 23.5MM shares per day. January 26 and 27th combined for almost 100MM shares alone. The adjusted closing prices for the month ranged from .04 to .29.
http://finance.yahoo.com/q/hp?s=ACTC.OB&a=00&b=1&c=2009&d=00&e=31&f=2009&g=d
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=45243952
interstate,
I expected much more volume to date than what we have had. No idea where the market will put the pps or what is coming down the road for future financing or how said financing might impact us.
I have never got into the guessing game insterstate. Been here too long and have seen to much. Sustaining a pps range higher than we are now would be a great sign compared to the past. The great news and coverage along with treating the first patient in coming months should be the catalyst we have been waiting for.
yep, before we had Obama buzz and Geron IND approval.(caused the big spike for ACT) This time around the news actually applies to us...big difference.
fwiw,
History?
2009 run from .04 to the .12-.13 pps took 14 trading days and volume of aprox. 300MM shares. The day after .13 close we closed at .16 and a day later closed at .29 ACT had a float at the time of 350MM shares.
Current, 2010 run from .04 to the .12-.13 pps took 11 trading days on volume of approx. 370MM. ACT float is approx 1 Billion shares.
Almost 3 times the float now vs 2009 and yet the pps and volume show a close resemblance to prior run. What does it mean? Probably nothing, I just found the parallel interesting when responding to a mail question.
mail ?,
"info from blog and links seems contradictory. Has the IRB approved us or not?"
No contradiction at all. Study plan approved but clinical sites have yet to be approved. All part of the IRB process.
"A protocol is a study plan on which all clinical trials are based. The plan is carefully designed to safeguard the health of the participants as well as answer specific research questions. A protocol describes what types of people may participate in the trial; the schedule of tests, procedures, medications, and dosages; and the length of the study. While in a clinical trial, participants following a protocol are seen regularly by the research staff to monitor their health and to determine the safety and effectiveness of their treatment."
http://clinicaltrials.gov/ct2/info/understand#Q15
"In the coming weeks we will be finalizing our clinical sites for our Stargardt Phase I/II Clinical Trial, working with their respective Institutional Review Boards (IRBs) to gain approval for commencing patient selection and completing the final testing of our clinical grade cells to be used for the Trial."
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=57445243
ok, and some of them made a fortune. You nor I have a clue how many shares were sold or how many are waiting to be sold. What appears to be a retreat of selling pressure we have witnessed many times.
It will take more time to draw that conclusion. We know the monthly shares have stopped but many more conversions coming if we use credit lines available.
What about your other statement? Who is the new group..thanks
, a new group of holders have brought in fresh money and a longer-term outlook.
A lot of ACTC's lenders couldn't wait to cash out, they needed the money now. Now that they have cashed out, a new group of holders have brought in fresh money and a longer-term outlook.
couldn't wait to cash out?
new group of holders, long term outlook? Who is it you speak of?
Are we reading the same blog?..lol
interstate,
Lanza's shares were restricted but 1mm shares were unrestricted every month.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=53106978
A read on the tax issue:
http://personal.fidelity.com/products/stockoptions/rstockawards.shtml
nahin,
the paragraph below is directly from Caldwell's employment agreement. The 7% you speak of is bolded below. All the shares he received were restricted for one year + one day. When restriction is up they are free trading. If there was a requirement for him to retain 7% it would certainly be in this contract, which it isn't.
5.1 (a) Following the execution and delivery of this Agreement by Company and Executive, Company will recommend to the Board that Company grant to Executive restricted Common Stock of Company in an amount equal to the greater of (a) Seventy Million shares, or (b) seven percent (7%) of the fully diluted shares of issued and outstanding stock of Company, including all warrants, conversions of Preferred Stock, Debentures and all issued Subordinated stock, all of which grants will be made by the Board by no later than the January 2010 meeting of the Board. All such restricted stock granted to Executive will be restricted to provide that Executive cannot sell such stock for a period of one (1) year plus one (1) day following the grant date of such restricted stock; provided, however, that in the event of any "Change of Control", as that term is hereinafter defined, prior to the expiration of such restriction period, and if Executive is not retained as the Chief Executive Officer and Chairman of the Board of the acquiring or surviving entity, then all such restrictions on all of said restricted shares of stock shall be deemed to be removed and all such restricted stock will thereupon be unrestricted and may be sold by Executive in Executive's sole and absolute discretion. Executive may also receive additional future grants of restricted stock during the Term of this Agreement as may be determined by the Board in its sole discretion.
http://www.sec.gov/Archives/edgar/data/1140098/000114420410013897/v177442_ex10-135.htm
nahin,
However, I've also been given to understand that Caldwell is required to hold a 7% stake in the company.
That is news to me. Do you have a source for that info?
per request,
Listing Requirements of the American Stock Exchange - NYSE-Amex
http://www.venturelawcorp.com/listing_requirements_amex.html
NASDAQ(slide 12 for Capital market)
http://www.nasdaq.com/about/nasdaq_listing_req_fees.pdf
NYSE Listing Standards
http://www.nyse.com/regulation/nyse/1147474807344.html
because you are using the 10K link I provided to show stock options relevant to your original question.
The awards were not issued until AFTER Dec 31, 2009 Our next filing of the 10K will show everything you want to see in the tables.
You need to go to the first qtr 2010 10Q
During the three months ended March 31, 2010, the Company issued a total of 21,726,102 shares of its common stock to its chief executive officer and chief scientific officer. Further, the Company is to issue an additional 97,746,696 shares of its common stock to the same officers. See Note 12.
During the three months ended March 31, 2010, the Company issued a total of 16,773,597 shares of its common stock to its directors as compensation for services provided as directors. See Note 12.
http://www.sec.gov/Archives/edgar/data/1140098/000101376210001063/form10q.htm
rumit,
100% of the existing aggregated employee options that were previously or are currently awarded to Executive under the Company’s 2005 Stock Option Plan
yes, his options.
Those numbers are not listed there because they are not stock options. They are a stock grant award. An option when exercised takes the holder of said option to pay whatever the exercise price is. Note on all the Form 4's filed the footnotes.
1. The shares and options, respectively, were issued pursuant to the Company's 2005 Stock Incentive Plan.
Example: Lanza's Form 4
30+MM were shares given
5.3MM are stock options
http://www.sec.gov/Archives/edgar/data/1140098/000101376210000940/xslF345X03/primary_doc.xml
coal,
There are many items that must be met depending on what exchange is being applied for. Each exchanged has a choice of "standards" and yes some require certain market cap numbers.
My point to poster shell was that whether you apply with Nasdaq, AMEX or NYSE the minimum bid price for initial listing runs between $2-$4 per share.
rumit,
I would use this link and page 105 as a basis.
http://www.sec.gov/Archives/edgar/data/1140098/000114420410013897/v177442_10k.htm
Page 107
(2) Includes 3,937,838 shares subject to stock options that are currently exercisable or exercisable within 60 days of December 31, 2009 that are held directly by Mr. Caldwell
The employment agreement is dated OCT 1, 2009..if they are using that as pps closing date the adj. close was .12
If they are using Feb 4, 2010 the adj close was .09
shell,
none of ACT financing is set up that way.
fwiw, a reverse getting our share price to $1 does nothing to meet initial requirements for the big boards
welcome shell,
I would like to respond but don't understand what you are saying.
lender can cash out anytime,
rumit,
1)A rs can be pursued whenever they choose. A Proxy is required and a shareholder vote is mandatory. This would be done only if the Company feels it would benefit ACT and it's shareholders. Purposely burning through shares is cynical to say the least and no advantages in doing so,imo.
2)No such item that I am aware of rumit.
http://www.sec.gov/Archives/edgar/data/1140098/000114420410013897/v177442_ex10-135.htm
coal,
but many times these convertibles are issued at specific discounts, at a % discount of the average of the day, convertible at a % discount based on the average price for the previous 10 trading days, etc.
Absolutely,
There is not only huge upfront discounts when we sign the loan agreements but the CD holders got payed the first of every month and yes, they are discounted 90% of VWAP for 10 trading days prior
to due date. So, we now have a conversion number.
EXAMPLE: We owe debt holder $1MM. The conversion price is calculated at .10..Debtholder receives 10MM shares. This transaction takes place between ACT and the debtholder. ACT notifies Transfer Agent to transfer shares to said debt holder or holders account. The 10MM shares is now available to hold or sell as they see fit. No stock exchange or reporting facility would have any idea where or how they were received. With this transaction occuring between two parties, please tell me how your statement below can possibly apply? Coverting their option? What option?
It means an order that was placed by someone converting their option outside of market hours, and the price is determined by the days action.
lefty,
when we convert shares for money owed it doesn't mean they have all been sold into the market. The folks that we owe dollars to all own less than 5% of OS# so we don't see 144's filed when they are proposing a sale like this one from bristol back when they owned more than 10%.
http://msnmoney.brand.edgar-online.com/EFX_dll/EDGARpro.dll?FetchFilingHTML1?ID=5647976&SessionID=Ycl4HoPVNX9Prm9
Remeber also, the credit lines of $10MM+ available to ACT will translate into shares also. Hopefully we will exercise at a higher pps than now.
What will STOP soon is the monthly pile of shares that went out the door for years and it will definitely help.
rumit,
Because when the PPS is much lower, it burns through the authorized shares much faster.
Yes, I agree.
Company run out of shares, management authorizes more, or, does a reverse split. Share price goes higher,
Still with ya, rs will increase the pps by whatever rs factor is
C can exercise to buy more at .10 cents
This I am not following
and can sell his current holdings at the post split price
his current holdings would be lowered by the rs just as yours and mine would be.
If anything rumit, I don't believe the early payoff was a cynical one but rather a need or a wanting to set things in motion for something. That is all opinion based, nothing more. Like I said earlier, I felt it was out of character for ACT..maybe it's just a case of wanting them off our backs so we can move forward without the constant and relentless thumping all the time. I also keep in mind that we took this same CD financing for 5 years and ACT agreed to the terms so it's a 2 way street.
rumit,
My apologies for being short with you, no excuse for that. I have been battling for the past few hours via private mail with an a-hole that has no clue about ACT. I don't mind debate but this went way beyond it for me. This character definitely brought a knife to a gunfight and it is over now, at least for me. I will revisit your post shortly and make a comment or two after a coffee...thanks rumit
louisa,
I really don't feel stumped. There is no way you will definitively find out about that one Form T trade. The original question was "what is a Form T trade"...There is umpteen reasons it could be classified as a Form T as thie link describes.
http://www.nasd.com/web/groups/rules_regs/documents/rule_filing/nasdw_018332.pdf page 2
who knows..We have had many Form T trades over the years, it seems especially prevalent with high volume days..What I don't follow is coals "it has to be a conversion" thinking...thanks
It could be as simple as one of the following..
Trades done directly between two parties off of the electronic market. They still must be recorded electronically, so they get recorded as a T-Trade.
A Protected Trade. A protected trade occurs when someone wants to trade a large chunk of stock without affecting the price, so it is broken up and bought/sold a little at a time, then recorded as a T-Trade at the end of the day.
wow, not understanding that post either..maybe I'll take a nap..
Coal,
I honestly don't follow what you are saying. Tell me why it has to be a conversion and why did you choose the Bristol lawsuit converting at .06?
Form T trades,
All this amounts to folks is a trade than was executed but was not reported within the 90 second rule timeframe.
2569 Federal Register / Vol. 72, No. 12 / Friday, January 19, 2007 / Notices
4632. Transaction Reporting
(a) When and How Transactions are reported
(1) Trade Reporting Facility Participants shall, within 90 seconds after execution, transmit to the NASD/ Nasdaq Trade Reporting Facility or if the NASD/Nasdaq Trade Reporting Facility is unavailable due to system or transmission failure, by telephone to the Operations Department, last sale reports of transactions in designated securities executed during normal market hours. Transactions not reported within 90 seconds after execution shall be designated as late.
(2) Transaction Reporting to the NASD/Nasdaq Trade Reporting Facility Outside Normal Market Hours
(A) Last sale reports of transactions in designated securities executed between 8:00 a.m. and 9:30 a.m. Eastern Time shall be reported within 90 seconds after execution and shall be designated [as ‘‘.T’’ trades] with the unique trade report modifier, as specified by NASD, to denote their execution outside normal market hours. {Transactions not reported within 90 seconds also shall be designated as .T trades.} Such {T} transactions not reported before 9:30 a.m. shall be reported after 4:00 p.m. and before 8:00 p.m. {as .T trades} with the appropriate trade report modifier as specified by NASD. 8:00 a.m. and 8:00 p.m. Eastern Time and be designated ‘‘as/of’’ trades.
http://www.nasd.com/web/groups/rules_regs/documents/rule_filing/nasdw_018332.pdf page 2
Coal,
that has absolutely nothing to do with a Form T trade. An upcoming post will explain...thanks
louisa,
On the link you provided there is a video tutorial for the system. The ? column represents trades that went off inbetween the bid and the ask. At least that is what I remember from some time ago..
rumit,
if in fact they had an inkling that FDA approval was near it would have been even more reason, imo, to wait on the payoff. Given our OS# predicament they could have saved many millions if not tens of millions of shares by converting at a much higher pps. Time will tell when the payoff took place and what it cost us..thanks
fwiw, Lanza unleashed with the "several weeks" is different than a Caldwell PR of "several weeks", at least for me.
I understand they didn't know and were as surprised as anyone when FDA approved. So, why pay off early when they could have waited it out? I am glad that most has been paid off okoil, I am trying to figure out why they did it the way they did. There is always a reason. Plus the following, harlem, this is where your "sweetner" may have come in..:)
CONSENT, AMENDMENT AND EXCHANGE AGREEMENT
d) Prepayment. Except as otherwise set forth in this Debenture, the Company may not prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder.http://sec.gov/Archives/edgar/data/1140098/000114420409040193/v155587_ex10-1.htm
thinking out loud here folks. Todays PR seems somewhat out of character for ACT. The "several weeks" comment makes the timeframe starting around mid November. ACTC had until year end to pay this off. Why would they not have waited, with the possibilty of FDA approval(which we got) and a higher pps to convert? What was the motivation/catalyst for doing it that way? Maybe something is being worked on that mandated that payoff early. Thinking and scratching at the same time..:)
(from 2009 Amendment with Debt holders)
Extension of Maturity Date. The Maturity Date of each of the Debentures shall be extended until December 31, 2010.
louisa,
I am certainly not going to argue the logic you presented from that post, I just don't know anything about it. My next post has me thinking something MAY be going on..
interstate,
lol, it isn't what I "would like to see" but rather what I believe and think needs to be done to get in line with our competitors, attract institutional investors(very important) and many other benefits, including fair value.
fwiw, if we did a 1 for 10 today our pps would be 90 cents which doesn't get us anywhere.
This is a post from March I made on the rs topic, my thoughts remain the same today.(links are a mess, let me know if you have questions)
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=47339667
rumit,
The 10K is next and you are probably right in assuming that. Todays PR said "several weeks"(more than two) which has me thinking along the lines of poster "harlem". 10K due March 16,2011.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=57228777&txt2find=March
interstate,
I am not sure I have a specific cap# in mind right now except to say I feel it is higher than where we trend now. A better question might be, "do I think the true value or market value will be realized under the current structure"?..My answer is no.
interstate,
step by step ACT is transforming itself into a much more "solid" company. So yes, after coming within a half inch of debt holders closing the doors under default, we have come a long ways. Todays PR is another step in the right direction. No doubt plenty more shares went out the door but that 5 year fiasco had to stop. Not only did the shareholders pay a huge price but it was bogging down the Company in a big way and was the major reason we could never sustain a pps increase. As mentioned before, I see the cleaning up of many things corporate wise and being on the threshold of positive science milestones as good reasons for management to be considering a big board move, all imo.
I have no info or insight on that louisa..eom
“For the past three years, the monthly amortization of certain debentures and conversion to equity of other indebtedness has contributed to a regular supply of stock that has adversely impacted trading."
This has been the majority of the problem here and it is nice to see the CEO say so in a PR. The filings show this has been going on since 2005-2006 so the 3 years seems light to me. For those already asking, "did we really pay off $33MM in one year?" ...NO. To put in context you will need to look at the 2009 agreement with debt holders.
(a)The Company acknowledges and agrees that as of the date hereof, the aggregate principal amount of the Indebtedness due under the Debentures is not less than $50,613,127 (inclusive of outstanding principal amount, original issue discount amounts and other amounts due and outstanding).
These numbers represent the TOTAL principal, all discounts interest etc for 2005, 2006, 2007 and 2008 purchase agreements.
Here is a more accurate statement from July of last year when we cut a deal with debtholders.
"As of the date hereof, the outstanding principal amount of the Debentures is equal to $12,835,804.70, in the aggregate, plus continuing and accruing interest, fees and costs under the Transaction Documents (such outstanding amount, the “Indebtedness”).
http://sec.gov/Archives/edgar/data/1140098/000114420409040193/v155587_ex10-2.htm