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"Default" ????
From PAL of Icell:
"This information was also in the 10-K p.F-41,
From the period January 1, 2014 through March 17, 2014, the Company received conversion notices for a total of approximately $2,400,000. The Company issued 43,373,609 shares of its common stock for these conversion notices. As a result the outstanding amount of the Camofi Senior Secured Convertible Debentures has been reduced to approximately $1,200,000.
This indicates that CAM has already converted, and been issued, the equivalent of all of this year's scheduled quarterly payments, leaving only 03/31/15 and 06/30/15 payments remaining...$1.2M.
Bottom line, and for final clarification for anyone how reads this...ACT did not miss a payment, and they have issued, according to this recent 10-K all shares associated with the 6 conversion notices they have received from CAM since settlement."
Here is a link to the slide show from Feb 2014
http://advancedcell.com/documents/0000/0481/act-corporate-presentation---bioceo---february-2014--print-version.pdf
I wonder if something in the restatement of the past years financials gives ACTC leverage to renegotiate the settlement. Perhaps something about the nature of the transactions disqualifies something about the basis.
It was amazing to hear Kathy talk about being able to see the detail of the carving on her furniture for first time, and then being excited about looking at everything in her home as if for the first time. Dr. Schwartz is super cautious in his word choice about the stage were at in stem cell research, and strangely vague about the number of people who have been injected (20-30). Perhaps vague because its ACTC trial and more than just his site is doing injections, but he doesn't mention ACTC...
Green Day....
Here is the relevant paragraphs from the 8-k:
"On April 15, 2014, Advanced Cell Technology, Inc. (the “Company”) received a notice (the “Notice”) from CAMOFI Master LDC (“CAMOFI”) and CAMHZN Master LDC (“CAMHZN” and together with CAMOFI, the “Holders”) of an Event of Default under Amortizing Senior Secured Convertible Notes due June 30, 2015 held by each of CAMOFI and CAMHZN (collectively, the “Notes”). The Notice alerted the Company that due to the Company’s failure to deliver shares of common stock issuable to the Holders within three days of a conversion event occurring in March 2014 under the Notes, an “Event of Default” under the Notes had occurred and the Holders were reserving all rights held by them arising from such Event of Default. Among these rights are the Holders’ ability to declare as immediately due and payable the aggregate principal amount remaining under the Notes together with any other amounts owed under the Notes, which amount equaled approximately $1,200,000 in the aggregate as of the date of the Notice, with such amount accruing an interest rate of 18% per annum upon such declaration by the Holders.
As previously disclosed on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 17, 2013, the Notes were issued pursuant to the terms of a settlement agreement and mutual release (the “Settlement Agreement”) by and among the Company and the Holders as of January 11, 2013. To secure its obligations under the Notes, the Company granted a security interest in substantially all of the Company’s assets, including its intellectual property, to the Holders. As of the date of this Current Report on Form 8-K, the Company is continuing to negotiate with the Holders to reach an amicable resolution of this matter."
It is what it is, as Rocky used to say.
Tell me more about WARF.
Thanks
"As of the date of this Current Report on Form 8-K, the Company is continuing to negotiate with the Holders to reach an amicable resolution of this matter."
It looks like they know as Myles signed the 8-k. Their statement is on the 8-k. They are working with the concerned parties to render a solution. What else can they say until it is resolved?
I think that the current FDA trial is the main event.
So the basher(s) are taking this as an opportunity to shake some shares loose. Vulturous activities abound. The total is listed at 1.2 million....perhaps they are moving to unhinge this legacy all at once.
I like Marc's response to this article.
"This is such a blatant hatchet job right from the start;
“One thing to note in their financials is a steady decline in revenues and hefty operating expenses over time.”
This is a research & development stage company, OF COURSE there are minimal revenues and hefty operating expenses – any prospective investor with even the most basic of investment knowledge would know this simple fact when doing due diligence on a r&d company!
In this sort of investment, you are investing on the likelihood of FUTURE revenues, not current revenues!
Minimal due diligence would make it clear that as far as an r&d investment goes, ACTC offers one of the better propspective investments available, and the quality of the risk/reward payoff n this case is immense.
This is yellow journalism, nothing more."
Looks like Nasdaq Capital market would work out.
Nasdaq Capital Market is a equity market for companies that have relatively small levels of market capitalization. Listing requirements for such "small cap" companies are less stringent than for other Nasdaq markets that list larger companies with significantly higher market capitalization
They also indicated that they will soon partner the eMsc program.
I don't think SA has any standards, they recently implied that Tengion had made some advance when in fact it was Dr. Atala and Wake Forest. No connection....
I agree, talk of bankruptcy makes no business sense for ACTC. There wouldn't be much to start from with out the patents....I would say..."failure is not an option."
Well put,Vita 1.
We're in the loading zone.
Ted has these postitions:
Interim President, CFO and Executive Vice President of Corporate Development.
Well, Interim President must be the same as interim CEO. There must be some technical reason that this is more correct, perhaps it is a filing detail.
I'm guessing you originally meant to say, CEO.....I guess ACTC doesn't have an interim CEO, technically.
What is real is that Ted Myles is the CFO.
http://www.advancedcell.com/company/leadership-team/senior-executive-officers/
I think the statement was attributed to one of the investigational partners (from UCLA, I think), not a scientist at Advanced cell Technology.
You are correct, Jmasdoc.
This could work out pretty nice for ACTC.
Via Wallace907 A response from Advanced Cell Technology/Matt Vincent
to the SA article and its "critique"
I have seen this article. It is, like the piece the same author wrote a few weeks ago, full of misstatements and omissions.
1. The claims in the issued US patent to which the article refers use the phrase “culturing said human RPE cells selected in step (iii) to form a cell monolayer containing cells that are Pax6- and bestrophin+ and exhibit a characteristic cobblestone, polygonal, epithelial-like appearance and comprise brown pigment dispersed within their cytoplasm”.
2. The word “contains” means includes – but does not require that every cell be PAX6-. Rather, it covers a heterogeneous cell population with respect to Pax6 status.
3. PAX status of RPE cells changes as the cells mature. In suspension, RPE cells are generally PAX6+. However, in a monolayer of RPE cells which are “cobblestone, polygonal, epithelial-like appearance and comprise brown pigment”, the cells are heterogeneous with respect to PAX6 status – some are positive and some are negative.
4. Neither Biotime nor anyone else engaged in the process of manufacturing RPE cells can avoid this heterogeneous culture as the monolayers are formed and mature during the process – those cultures will always “contain” Pax6- and bestrophin+ RPE cells.
That being said, we have a raft of applications winding through the patent office in which there is no mention of PAX6 status in the claims.
1
20130316452
Modalities for the treatment of degenerative diseases of the retina
2
20130316451
Modalities for the treatment of degenerative diseases of the retina
3
20130302426
Modalities for the treatment of degenerative diseases of the retina
4
20130302288
Modalities for the treatment of degenerative diseases of the retina
5
20130302286
Modalities for the treatment of degenerative diseases of the retina
6
20130195806
PHARMACEUTICAL PREPARATIONS OF HUMAN RPE CELLS AND USES THEREOF
Exemplary claims include:
A human RPE cell preparation suitable for transplantation into the eye of a human patient, comprising a substrate or matrix having disposed thereon human RPE cells obtained by in vitro differentiation of human pluripotent cells that express Oct-4, alkaline phosphatase, SSEA-3, SSEA-4, TRA-I-60, and TRA-I-81.
[this covers both hESC and iPS cells]
A method of producing a human RPE preparation suitable for transplantation into the eye of a human patient in need thereof comprising: (a) obtaining a pure population of human RPE cells by in vitro differentiation of human pluripotent cells that express Oct-4, alkaline phosphatase, SSEA-3, SSEA-4, TRA-I-60, and TRA-I-81, and (b) placing or culturing said pure population of human RPE cells on a substrate or matrix which is suitable for transplantation into the eye of said human patient.
A method of treating or preventing retinal degeneration in an individual, comprising transplanting into the eye of said individual a composition comprising a substrate or matrix having disposed thereon human RPE cells obtained by in vitro differentiation of human pluripotent cells that express Oct-4, alkaline phosphatase, SSEA-3, SSEA-4, TRA-I-60, and TRA-I-81.
A composition comprising isolated human RPE cells obtained by in vitro differentiation of human pluripotent cells that express Oct-4, alkaline phosphatase, SSEA-3, SSEA-4, TRA-I-60, and TRA-I-81, wherein said composition is suitable for transplantation or injection into a human patient in need thereof.
A method of treating or preventing retinal degeneration, comprising use of a cell selected from the group consisting of at least one of: RPE cells, RPE-like
cells, RPE or RPE-like progenitors derived from mammalian embryonic stem cells.
A method of producing a composition comprising isolated human RPE cells suitable for human therapy, comprising: (a) culturing pluripotent cells to form clusters of cells; (b) culturing the pluripotent cells of step (a) under low adherent conditions for a sufficient time for the appearance of pigmented cells comprising brown pigment dispersed in their cytoplasm; and (c) isolating and culturing the pigmented cells from the resultant cell cultures, thereby obtaining human RPE cells.
A method of producing a composition comprising isolated human RPE cells suitable for human therapy, comprising: (a) providing a multilayer culture of pluripotent cells; (b) culturing the multilayer culture of pluripotent cells of step (a) under adherent conditions for a sufficient time for the appearance of pigmented cells comprising brown pigment dispersed in their cytoplasm; and (c) isolating and culturing the pigmented cells from the resultant cell cultures, thereby obtaining human RPE cells.
A pharmaceutical composition comprising: a plurality of retinal pigment epithelial (RPE) cells; and a pharmaceutically acceptable carrier; wherein the average melanin content of said plurality of RPE cells is less than 8 pg/cell.
Via Wallace907 of Icell. An informative post about the ACTC/Biotime/ISCO
IP agreements and what is really what:
So here is the breakdown:
ACT/ISCO
The original ISCO agreement did not include retina
amended in 2005 to the exclusive license under the pathogenesis patent
also included that they need to practice a patent right
it gave them a non-exclusive license to future technologies that they would need to practice a patent right.
This created a potential of a license to the RPE patent to the extent that they could be used with the parthenogenetically derived ES cells.
amended and restated agreement in 2013
field definition no longer includes retina
The fourth "whereas" issued a broader license under parthenogenesis in exchange for retina
(does not include any grants for RPE portfolio)
ACT/BIOTIME Agreement
limited to research reagents(specifically no retina conveys)
no possible way, in the license that ACT has with biotime that biotime has any license under the ACT RPE patent.
specifically excludes the retinal field from the license altogether
The CHA agreement is limited to Korea for RPE
If there are to be any claims for improvements to HG, they would be limited to Korea and Japan(ACT does not use HGs to derive platelets anymore)
Some of you will remember that this came up as a topic a long time ago. At the time, I asked Dr. Vincent to clarify the ACT/Biotime agreement and he assured me that it included an "excluded deals" section where retinal fields were specifically identified and excluded from the agreement; the theme of items licensed were not considered for therapeutic use(accelerated drug screening, chicken feeders for hES, a pig application, and other legacy items). In my opinion, Mike West is accumulating an aggregate of junk from 3rd parties in order to beef up the "Patent Pool" and attract unsuspecting investors. In addition, any ISCO sub-license to Biotime does not convey any retinal rights for which they do not have(see restated agreement in 2013)
These are legacy IP issues that were cleaned up and clarified by 2013, so the author of the article is at least that far behind in his due diligence. Keep that in mind when reading future issues of SA articles or when reading various pumps for Biotime IMHO. If this were a "race"--then Dr. Vincent is already waiting at the finish line.
Re: the Cha agreement ...
Insert Rabinese (Aug 2012): << So let me clarify a couple of things about that SCRIMI joint venture. Outside of North America, the joint venture is 60/40 in favor of Cha. However, improvements that are made are not only 60/40 by Cha. It is only the license to using the hemangioblasts. So if the cell that you are using goes through the hemangioblast line, then outside of North America we would need some freedom to operate license from the joint venture. But just so we're clear, the improvements that we make, which are really where substantially all of the value is, are not subject to that joint venture's ownership. I want to make that very clear. >>
###
10-Q:
<< On July 15, 2011, the Company and CHA Biotech entered into a binding term sheet, with the expectation of entering into a future definitive agreement, in which the joint venture was realigned around both product development rights and research responsibilities. Under the terms of the binding term sheet, SCRMI exclusively licensed the rights to the hemangioblast Program to the Company for United States and Canada and expanded the jurisdictional scope of the license to CHA Biotech to include Japan (in addition to South Korea, which was already exclusively licensed to CHA Biotech). As part of the agreement, the scientists at SCRMI involved in the hemangioblast Program were transferred to the Company, and SCRMI discontinued its research activity and became solely a licensing entity. In order to maintain its exclusive license the Company is obligated to satisfy certain diligence requirements relating to Licensed Products – which are defined as “any therapeutic, diagnostic, bioinformatics or other human or veterinarian health care product and/or service and or research reagent utilizing or derived in any manner whatsoever from the Technology”. In particular, the Company either needed to meet a minimal research spending requirement of $6.75 million by July 31, 2014, or complete the filing of an IND application or other application for regulatory approval of a Licensed Product. Intellectual property rights created by the Company in the course of its research are subject to a non-exclusive license to CHA Biotech for Japan and South Korea, and to SCRMI to be sub-licensable under certain circumstances for countries other than the United States, Canada, Japan and South Korea. By filing the investigational new animal drug application on September 12, 2013, with the Federal Drug Administration, the Company has met the commitment required to maintain its exclusive license. >>
Thanks for the link!
http://www.keystonesymposia.org/index.cfm?e=web.Meeting.Program&meetingid=1271
On Wednesday, after 2:30 p.m. ES and IPs cells for clinical trials.
Do you have a link to when and where he will speak?
Ok, we are definitely in a pps purchase zone.
From mostly liquid of Icell:
The SA writer didn't seem to understand the nature of patents. Seek out Msemporda on icell, he explains just how well situated ACTC is regarding its IP and patents.
True financial progress will occur on the nasdaq.
I listened to the CC. I would not be worried about Lanza's future here at Advanced Cell Technology.
Accrued expense is expense which has been incurred but not yet paid. Expense must be recorded in the accounting period in which it is incurred.
Also, it says in regard to the SEC investigation. There has been no formal charges filed. There may or may not be any charges. It is a material event, and we will see it if it comes to pass.
Also, Lanza's work is never done. If you notice the 10-k section regarding patents, they continually work on refining the methods used at every stage. That is why the IP is well protected, the "upgrades" they have made are patented to ACTC.
From the 10-k " The Company has recorded an accrual of $375,000 as of December 31, 2013, related to the investigation"
The 375,000 for the concern of Rabin, that is not paid, but just identified as a possible expense. There has been nothing beyond the investigation stage by the SEC.
The risk section is practically boilerplate stuff. Bashers always make hay with those 10-k risk statements. Financing continues....etc. nothing new....
Shire, that's a good name, it has a nice "ring" to it.
Awesome!