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As of March 2,
(CC)
To date, we have treated one patient with dry AMD at UCLA and a total of four patients with SMD, three at UCLA and one at Moorefield Eye Hospital in London.
lasers,
I don't believe the naked shorts are near the problem you and others think it is. Probably a part but imo not the problem. It seems the shorts, naked shorts are always a crutch to companies that have had massive dilution for years. Instead of blaming it on reality, it's always the MM's and the naked shorts. I have no doubt in my mind that ACT could have been trading on the Nasdaq for the past year and would have had seriously problems there too.
They would probably be doing a reverse just to meet the $1 minimum bid requirement. No company is going to do worth a damn continually pounding shares into the float especially the last 400-500MM shares that had no chance to benefit the shareholdewrs in any shape or form. I will call a spade a spade, dilution is by far and has been the main problem and now the bloated share count leaves ACT few options. The nasdaq is no cure all either, better exchange for sure...
BUYINS.NET affiliates, officers,
directors and employees have not
bought shares of stock discussed in
this opinion but BUYINS.NET has
been paid $1,666 a month by ACTC
for twelve months of data provided in
this report.
http://www.buyins.com/reports/actc6-23-10.pdf
interstate,
lasers,
back when they uplisted they had about 33MM OS#, that was a big plus compared to where ACT has been. Inst. ownership was not a big factor when they traded on the OTC:BB. Insiders owned approx 52% just prior to uplist. Minimal dilution, small float favorable financing all major factors in sustaining and improving pps..
Biotime and ACT crossovers from many moons ago..
http://investorshub.advfn.com/boards/read_msg.aspx?Message_id=31637506
Thanks Keazy..eom
I am not a contract attorney or anywhere near qualified to state an absolute opinion on this. Yes, from what I read it
seems to put the issue behind ACT for good. For what this cost the Company and shareholders one can only hope the 'release agreement" was written by the best with no loopholes whatsoever. I can only say it seems to be done that way as the paragraph below indicates..
B. Holder, on behalf of itself and its Affiliates, shall irrevocably, fully, and finally, without further word, deed, action, execution, or further documentation, release and discharge Advanced Cell and its past and present officers, directors, employees, managers, attorneys, accountants, heirs and representatives (“Advanced Cell Releasees”), from any and all actions, causes of action, suits, debts, accounts, covenants, contracts, agreements, promises, damages, judgments, claims, and demands whatsoever, in law or equity, known or unknown which they, their successors and assigns now have or hereinafter may have against the Advanced Cell Releasees, from the beginning of time up to and including the date of this Agreement, including all claims in respect of derivative securities relating to issuances of Company securities prior to the date hereof irrespective of the price, if any, at which such securities were issued, provided, however, that nothing in this release shall limit or affect Holder’s rights to enforce this Agreement or their rights to the Shares.
http://www.sec.gov/Archives/edgar/data/1140098/000114420411069285/v242652_ex10-1.htm
I put no more weight in the FINRA short numbers than I did 2 years ago when posting the following...
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=47777804
I don't have that situation right now, if I did I wouldn't advise them to do anything except vote as they see fit..
2.750B authorized, OS# issued 2,039,174,522...
Rabin was well aware of "make whole" contract well before the first lawsuit was filed..
On February 11, 2011 and June 15, 2011, the Company entered into an agreement with Gemini Master Fund (“Gemini”), whereby, the Company issued 20,000,000 shares and 1,987,829 shares, respectively to settle errors involving warrant issuances to Gemini. The Company relieved the warrant liability and recorded a financing cost of $2,401,282 in the accompanying consolidated statements of operations.
On August 9, 2011, the Company entered into a settlement agreement and mutual release with Midsummer Investment, Ltd. and Midsummer Small Cap Master, Ltd. (collectively, “Midsummer”). Pursuant to the agreement, the Company issued to Midsummer 36,000,000 shares on August 12, 2011. The shares were recorded as finance costs and valued $6,120,000..
No chance for Camofi case to be dismissed. They are due shares like all other holders involved were. The Judge will know it, ACT knows it, it's a matter of how many shares that needs to be decided. Aronson/Gorton cases are under a motion to dismiss that has not be acted on as of yet...
elk,
Lanza was obviously talking about some "other" block trade that took place, not his. Lanza had no trades during that time period of Dec 15-16. Why an insider would be tweeting on any trading activity is beyond me but maybe someone at ACT will curb it from happening again?...thanks
louisa,
Lanza's trading plan that was established last May for
18.5MM shares was set up for selling price intervals between
$.25-$1.00. So no, it hasn't ended but rather hasn't even started
because ACT has not made the minimum .25 pps since he enacted the plan.
The 7.6MM+ shares Lanza sold would have been on his own. There were no amendments or changes filed to his trading plan in the 10K or anywhere else. The shares he sold were done after Lancet info was made public, fwiw...thanks
it's in 5 of the last 6 SEC filings plus the last PR issued. Same time as the "reverse merger" you speak about which is actually a "reverse split"..hope that helps
Meeting Information
Meeting Type: Annual Meeting
For holders as of: March 01, 2012
Date: April 26, 2012 Time: 9:00 AM PST
Location: Hyatt Regency Suites
Palm Springs
285 N. Palm Canyon Drive
Palm Springs, CA 92262
wart,
the split is proportional. OS and AS numbers both reduced so it doesn't leave more shares to issue..
gives a ruling on what? After months of trying to settle this on their own it is just now going into the courts with a Judge. The first scheduled meeting is April 3. Yesterday Camofi's attorney
asked the judge if they could file an amended complaint because of things they have discovered which they claim results in asking for more...
March 20, 2012
Dear Justice Oing:
We are counsel to plaintiffs CAMOFI Master LDC and CAMZHN Master LDC (the
"Funds") in the above-referenced matter. By this letter, the Funds request permission to move
for leave to amend their Complaint.
This case concerns the failure and continuing refusal of defendant Advanced Cell
Technology, Inc. to honor its agreements with the Funds concerning the price per share at which
the Funds acquired or may acquire from defendant shares of defendant's common stock.
Pursuant to transactions with defendant dated as of August 31, 2007 and March 31, 2008, the
Funds each acquired debentures convertible into common stock of the defendant and warrants
exercisable to purchase shares of defendant's common stock. To protect the interests of the Funds
from being diluted, each of the warrants and convertible debentures provided that if defendant
issued, inter alia, any common stock or common stock equivalents at an effective price per share
that was below their then applicable conversion price (in the case of the debentures) or their then
applicable exercise price (in the case of the warrants), then defendant would, inter alia (a) inform
the Funds in writing of the issuance and (b) reduce the conversion price or exercise price, as
applicable, to the effective price per share of the security that was issued by defendant.
Defendant flagrantly disregarded the foregoing contractual obligations. On several
occasions, defendant issued shares of common stock at an effective price per share lower than
the applicable conversion and exercise prices but neither notified the Funds of the issuances nor
reduced such conversion and exercise price prices. As a result, when the Funds converted their
debentures into common stock and exercised certain of their warrants to purchase common stock,
the number of shares of common stock issued by defendant to the Funds was too low in each
instance. Further, defendant has improperly refused to lower the exercise prices of unexercised
warrants still owned by the Funds. Defendant's misconduct has caused the Funds to suffer tens
of millions of dollars in damages.
Since the inception of this case, three different federal judges have mled that defendant
issued common stock at below the applicable conversion/exercise prices and ordered defendant
to issue millions of shares of defendant's common stock to each of the three plaintiffs that
brought suit based on securities held by them that are nearly identical to those held by the Funds.
These federal rulings are consistent with a prior ruling issued by Justice Bransten of this Court.
Through, inter alia, documents first obtained in discovery in this case, the Funds have
uncovered information reflecting issuances of common stock by defendant at prices even lower
than the dilutive issuances that led to the rulings in the foregoing court proceedings and that were
described in the Funds' original Complaint. Defendant never alerted the Funds that such dilutive
issuances had occurred, notwithstanding defendant's clear and unambiguous contractual
obligation to provide the Funds with written notice of their occurrence. Based on the
information now available to the Funds, the damages suffered by the Funds are significantly
greater than the damages claimed in the original Complaint.
The Funds now wish to amend their Complaint to include allegations and claims based on
the additional dilutive issuances. The Amended Complaint would include significant
information that could not have been included in the original Complaint, all of which defendant
has known since before the commencement of this litigation. Moreover, absent the opportunity
to amend, the Funds arguably would not have the opportunity to recover in this proceeding to the
full extent of their losses. Thus, it would be fair and just if the Funds are permitted to amend.
Further, if the Funds are allowed to amend, defendant would not suffer any prejudice or
unfair surprise. This lawsuit is still at its initial stages. A preliminary conference has not even
been held yet; defendant has not propounded any written discovery requests; and no depositions
have taken place. There is no danger that any work that has been done to date will need to be
repeated. Also, defendant has been on notice of the possibility that the Funds might amend since
the inception of this lawsuit. Paragraph 27 of the original Complaint explicitly cautioned
defendant that, as a result of defendant's misconduct, the Funds had been "prevented . . . from
knowing for certain whether additional dilutive issuances [beyond those described in the
Complaint had] occurred and, to the extent that they did occur, whether they required reductions
in the applicable conversion and exercise prices ... " Thus, defendant cannot be surprised that,
having received additional, previously concealed information about dilutive issuances, the
Funds seek to amend their Complaint.
Counsel for the Funds contacted defense counsel via email and requested that the
defendant consent to the amendment of the Complaint. Defendant did not respond to the request.
Thank you for your consideration of this matter.
louisa,
not sure I would call it a "huge" sell off. It takes almost 20MM shares of volume to equal 1% of the float nowadays..:)
Secondly, I would venture a guess what ACT put in their 10K is part of what is going on..couple in reverse split talk etc
From ACT 10K:
1) We have issued approximately 126.2 million shares related to settlements during 2011
2) issued approximately 285.5 million shares on January 31, 2012 and February 7, 2012
3) We anticipate having to issue approximately an additional 135.5 million shares related to debenture settlements
GTR,
this process is slated to happen soon after a proxy receives approval as noted by recent Rabin quotes from conference call.
(CC quotes)March 2
ISCO most likely...removed from RC as off topic there...thanks
Transcript - ACTC 2011 Year End Earnings Call, Friday March 2, 2012 9:00am EST
http://investorstemcell.com/forum/act-main-forum-general-topics-science-press-releases-media/15356.htm
esi,
The market value standard is where I am leaning also. As posted prior, I realize they don't fit each criteria listed. The Nasdaq and other major exchanges do consider other factors and have the authority to make decisions based on that. I cannot answer any more than that, Rabin would be the one to ask.
no problem..eom
well, show us all here the posts I made that made you believe I said anything in that regard...on second thought, I know you can't so don't waste my time..
dkcrr,
you must be hallucinating..
lasers,
you do not get on the Nasdaq unless you meet the bid price of $4.
The $1 number always mentioned on message boards is the minimum price you must obtain to stay on the Nasdaq...Price of $1 does NOT get you on Nasdaq, or any other big board exchange.
lasers,
Simple,
(from Proxy)
A majority of the number of shares of common stock issued and outstanding on the record date 1,017,116,459, present in person or represented by proxy, will constitute a quorum at the meeting. For purposes of the quorum and the discussion below regarding the vote necessary to take stockholder action, stockholders of record who are present at the annual meeting in person or by proxy and who abstain, including brokers holding customers’ shares of record who cause abstentions to be recorded at the meeting, are considered stockholders who are present and entitled to vote and are counted towards the quorum.
sports,
1:20 is minimum split, 1:80 is MAXIMUM...cannot go higher
es1,
you missed the entire point of prior post..
es1,
ACT plans on listing on the Nasdaq Global Market
You need to go to link below, the 4 standards are listed starting on Page 7
http://www.nasdaq.com/about/nasdaq_listing_req_fees.pdf