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Southern Distict of NY. This is what is posted on the site,
Proposed orders, judgments and stipulations should not be submitted through the ECF system. Instead they should be sent by email to the Clerk. Counsel are directed to follow the individual Judge's Rules regarding the submission of courtesy copies to chambers.
Proposed orders should be submitted in word processing format (WordPerfect or Word) rather than as a pdf document. Stipulations should be submitted in pdf format. Stipulations must contain all required signatures (the last person to sign can email it to the clerk). Email the proposed order, judgment or stipulation to:
Pacer shows all the FED filings for cases, you need to subscibe and get charged per page to view. The "proposed order" was due in Judges chambers yesterday. It's a document that attornies cannot file by electronic means. It is sent to chambers via e-mail where Judge I am sure reviews. At some point the "entry of preliminary injunction"
will be filed for viewing, not sure how long that takes..
no new pacer filings if that's what you mean..eom
no idea, negligence and fraud are NOT claimed in any Alpha or similarly related cases to Alpha. Aronson/Gorton cases are claiming Securities violations but those are only claims and nothing has been proven or decided in those cases.
IMO, NO shares have been issued to Alpha yet..eom
There should be a filing made today or tomorrow but don't we already know the news?
http://www.sec.gov/Archives/edgar/data/1140098/000114420411058489/v237594_8k.htm
Do you think that if they lose, they will do a RS
at the same time as the AS increase???
Hi Dianne,
really do not have a definitive answer to that. It could take on a form
that I proposed a couple months ago, it would at least give them the OK to RS when they felt conditions were right, if they chose to do so..
http://investorstemcell.com/forum/act-main-forum-general-topics-science-press-releases-media/6018-20.htm#post27349
Do you think that if they lose
If you are referring to Alpha, that is over unless ACT wants a jury trial or appeals which is not indicated whatsoever in last 8K but instead a "global settlement"..
sports,
no need to go private. Science remains strong with all kinds of potential. Not a soul invested here because of management or corporate structure. The global lawsuit problem will cause serious dilution once again but anyone that has been here for any amount of time should be use to it by now. At some point in time corporate will have to be structured in such a way to compliment the science potential, as we stand now that isn't the case..Not much else to say...thanks
Fern Wood,
That applied to the agreement below. All converible notes and exercise of warrants were reduced to .10 during restructuring in 2009. Going forward that meant ACT could not issue shares under .10 without notifying the note holders and warrant holders per contract. ACT did not. The agreement you reference is not being used at all by ACT in their defense of claims..
· The Holders agreed to waive any event of default under the Debentures resulting solely from (i) any adjustment to the conversion price of the Debenture and exercise price of the Warrants that would result from the reduction of the conversion price of certain securities of the Company pursuant to the Stipulation of Settlement, dated March 11, 2009, between the Company and Alpha Capital, and (ii) any failure by the Company to reserve such number of authorized but unissued shares of common stock issuable upon conversion of the Debentures and exercise of the Warrants.
http://www.sec.gov/Archives/edgar/data/1140098/000101376209001837/forms1.htm
the 66MM warrants that have yet to be exercised at .10 would be
cash to ACT...any shares issued in lawsuits we receive no cash
provided one even happens, I have no clue...eom
I assume by what you mean as 'substantially similar claims' that that means substantially similar past financing deals with ACTC and given the 2009 case law settlement and the judge's current ruling in Alpha, that ACTC has a very good idea of what the total aggregate of share claims could and should potentially look like.
(As you've noted, I don't think the plaintiffs are in a very good state of mind regarding how ACTC has treated them in the past which may negate a 'global settlement' and just drag this out to our apparent detriment and expense. Time will tell.) And as you note there are on going expenses to meet, so we're looking at something quite a bit in excess of the 428 mil figure, I'm guessing?
The 428MM comes from ACT's projections on potential lawsuit shares, so yes, if they ask for shares it would most likely be quite higher than that.
Bottom line, as I understand, approving the additional shares is absolutely necessary and not negotiable.
The alternative sucks
From some experience in biotechs in the past, it's very possible that enough time will have lapsed to observe the initial patients injected and that coupled with the whole next cohort, if all positive, that some big pharmas have moved to jv or invest at that stage and prior to phase III.
IMO< ACTC is in a strong position in tat respect.
It seems to me possible then, given a successful proxy to increase the AS, coupled with continuing positive clinical data, could move us to another level of associations with big pharmas in 2012.
Also, I might note, if Roslin is already producing stem cells, which i don't believe we know, that represents immediate potential revenue for ACTC
10Q is due by Nov.9...if any revenues are coming from Roslin the Q will indicate such. I seriously doubt it but one never knows.
Global settlement is what ACT is shooting for. That most likely will entail ACT to contact all who have "substantially similar" claims. Once again, this is what ACT wants to do. What are they going to offer? You can go to this link(below), the CAMOFI lawsuit and get a good idea of the mindset of some of the plaintiffs. They are not happy and don't really want to wait for "global settlement". Bankruptcy is not in the picture as long as ACT gets the shares they need voted through in proxy which including Alpha would be approx. 428MM additional shares plus they need shares to operate plus they have Aronson/Gorton suits yet to be decided.
https://iapps.courts.state.ny.us/fbem/DocumentDisplayServlet?documentId=tirVQewp3Wu+5SwDTQQl7w==&system=prod
"This action is a blatant stalling tactic by defendant. Any "global resolution," assuming for the moment that one could even be reached, which is doubtful given defendant's position that it "do[es] not necessarily agree" with the holders' position that it has triggered their anti-dilution rights, would take months to document and finalize."
Well, none of our 'experts' have extended the courtesy of attempting to answer any of my poorly worded or confusing inquires/questions posted last night, #34694, so I'll try again, I guess and hope someone knowledgeable will respond.
Rabin talks about a 'global settlement for the lawsuits.
As best as I can see we're looking at only 4 currently that have materialized.
Reference has been made to similar financing language in 50 prior situations, so does this mean we can expect possibly many more lawsuits, hence the term 'global settlement, to be prepared for more settlements, possibly through some kind of court established fund (I'm not an attorney)?
davpar answered it quite well in his post. Only 3 lawsuits filed
to date..Alpha, CAMOFI and Black Mountain Equities
It clearly seems we need more shares to be issued soon. How long does that sort of thing take and could that be tied into the cc in a few weeks?
Average is around 30 days notice to shareholders. It would be done as a special meeting and the bylaws state a minimum of 10 days notice, maximum 60 days
If Rabin has repeatedly said we have enough cash to move forward with funding our human clinicals, does that suggest then that a buy out would be silly and put ACTC in a premature position of giving away too much and operating out of weakness, therefore forge about a buy out happening?
No Idea
If continuing clinical data remains positive, does this then pave the way for the likelihood of a 2012 joint venture sometime being more realistic, after all there remains a continuing need for cash to fund all sorts of ongoing expenses?
No Idea
may happen to ACTC, and on the scale of 10, 10 being extremely worried
not the least bit worried as long as shareholders approve the authorized share increase that is imminent...so my answer to you "scale" number would be 1
Jackieboy,
Everything ACT does revolves around common shares, shares are our currency. As long as more shares are approved for issue when asked for, I don't see any problem like that happening. The lawsuit disputes and the resets(additional shares)are spelled out in contract to be satisfied with common shares just as Judge Crotty pointed out in his reasoning for granting motion for injunction in Alpha case...
I took a very quick look and that was a move to cancel old common and
issue new under a pre-packaged bankruptcy deal. Can it happen? It can can happen with any public trading stock if they get themselves in that position.
what do you mean by C shareholders? common or Preferred C ? and A shareholders you are talking Preferred A ?
The Company convened its Annual Meeting of Stockholders on December 28, 2007, as scheduled, and closed the voting and approved nominees for directors and the reverse stock split described in its proxy statement for the meeting. The Company adjourned the meeting with respect to the proposed amendment to the Company’s 2005 Stock Incentive Plan in order to provide further time to solicit proxies on that proposal. The meeting will reconvene on January 10, 2008 at 9:00 a.m. at the offices of Pierce Atwood LLP, One Monument Square, Portland, Maine.
At the meeting, William M. Caldwell, IV, Alan C. Shapiro, Alan G. Walton, Ph.D. and Erkki Ruoslahti, M.D., Ph.D. were reelected. In addition, Gary Rabin was elected as a new independent director.
http://www.sec.gov/Archives/edgar/data/1140098/000110465908000227/a08-1092_18k.htm
the rub, of course, is Rabin was CFO at that time
no he wasn't.
It seems to me from my read, that there has been some positive developments today on the part of the board in meeting an immediate legal need an showing faith in their company. All have 'donated/loaned' portions of their shares, Lanza being the largest at 18 mil. shares and the calwdwell estate at something like 5%, plus the others to come up with the share shortfall of approx 26 million shares with the remaining AS of 23 million to equal the Alpha judgement of 49 million.
This gets us over the immediate ALPHA legal hurdle and surely is a huge vote in the confidence of the company, imo.
HANUMAN,
why did they need an agreement with SCRMI for an "an exclusive license to commercialize the technology in North America"?
Because SCRMI(60% owned by CHA, 40% ACT) owned all the exclusive hemangioblast technology. ACT took back the 10 employees and paid approx $800K for exclusive USA and Canada rights.
(from 10Q)
On July 15, 2011, the Company and CHA Biotech entered into a binding term sheet, with the expectation of entering into a definitive agreement by September 30, 2011, 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. The Company is obligated to meet a minimal research spending requirement in order to maintain its exclusive license, up to the point of filing an investigational new drug for a therapeutic product. Intellectual property rights created by the Company in the course of our 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.
On July 15, 2011, the Company and CHA Biotech entered into a binding term sheet, with the expectation of entering into a definitive agreement by September 30, 2011, 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. The Company is obligated to meet a minimal research spending requirement in order to maintain its exclusive license, up to the point of filing an investigational new drug for a therapeutic product. Intellectual property rights created by the Company in the course of our 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.
dianne,
Is WHY didn't Alpha complain about the number of shares they got AT THE TIME???
WHY did they wait until NOW?
Because they were not notified by ACT that other transactions took place
at lower rates. That is the obligation of ACT. The Gemini and Midsummer
settlements set things off as well as the last 10Q. This suit from yesterday, CAMOFI MASTER LDC and CAMZHN MASTER LDC, is claiming
Gemini settlement was for .016 and Midsummer was a little over .02. Whether that is accurate I don't know as prior disclosures of that were confidential...thanks
5 Cases To date as of October,20 2011
Black Mountain Equities, Inc. v. Advanced Cell Technology, Inc.(new today)
CAMOFI MASTER LDC and CAMZHN MASTER LDC
Alpha Capital Anstalt
Gorton v. Advanced Cell Technology, Inc. et al
Aronson v. Advanced Cell Technology, Inc. et al
you miss the point entirely. No one is questioning the deals made starting back in 2005, they were what they were. All debt to those holders was paid off the end of 2010. That isn't the problem or the point. ACT allowed settlements under .10 to some holders and JMJ converted and exercised under .10...ACT did not abide by the contract terms and therefore the lawsuits..
who finished off the Gemini settlement in Feb of 2011? Who was in charge and settled with Midsummer in August of 2011? Why were other holders NOT notified when these two settlements and JMJ financial went off much lower than .10 causing the lawsuits? You may want to re-think your statements.
Todays 8K should answer your question, no monies will be received by ACT under a breach of contract..
Item 3.02. Unregistered Sales of Equity Securities.
On October 14, 2011, the United States District Court for the Southern District of New York entered an order granting plaintiff Alpha Capital Anstalt's ("Alpha Capital") motion for a preliminary injunction and preliminary declaratory relief in the lawsuit entitled Alpha Capital Anstalt v. Advanced Cell Technology, Inc., Case No. 11 CIV 6458 (S.D.N.Y. filed Sept. 16, 2011). The lawsuit is described in the current report on Form 8-K filed by the Company with the Securities and Exchange Commission on September 22, 2011. In its motion, Alpha Capital sought an order directing the Company to deliver to it at least 39,514,859 shares of its common stock in accordance with the terms of its warrants and convertible promissory notes. The court's October 14, 2011 order directed the Company to hold in escrow 39,514,859 shares of its common stock pending the entry of a preliminary injunction, and directed Alpha Capital to submit a proposed form of order to the court by October 27, 2011.
Since the entry of the court order, the Company has become aware of two additional lawsuits by different holders asserting substantially similar claims and allegations. As previously disclosed in the current report on Form 8-K filed by the Company on September 22, 2011, in the event all other holders of convertible notes and warrants issued by the Company similarly situated to Alpha Capital were to file substantially similar actions based upon claims and allegations substantially similar to those asserted by Alpha Capital, the Company estimates that the number of shares of common stock such holders of convertible notes could demand would be approximately 8 million, and the number of additional warrants convertible into shares of common stock such holders of warrants could demand would be approximately 380 million. The Company intends to seek a prompt global resolution of all such claims and potential claims by holders of convertible notes and warrants.
The 39,514,859 shares of the Company’s common stock are being issued in reliance upon the exemption provided in Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. The securities were not sold or issued in connection with a public offering, and no public solicitation or advertisement was made or relied upon by any party that was issued securities in connection with the offering. The Company will receive no cash proceeds in exchange for the issuance of the shares.
http://www.sec.gov/Archives/edgar/data/1140098/000114420411058489/v237594_8k.htm
Steve,
fwiw,
The unanimous DSMB approval was PR'd by ACT Sept 28
http://www.advancedcell.com/news-and-media/press-releases/act-receives-approval-from-data-and-safety-monitoring-board-(dsmb)-to-treat-next-patients-in-stem-cell-clinical-trials/index.asp
You can listen to todays presentation here:
http://www.youtube.com/v/Ek22HerqqfQ
Scientific Luminary Dr. Robert Langer Joins ACT’s Board of Directors
Scientific Luminary Dr. Robert Langer Joins ACT’s Board of Directors
Scientific Luminary Dr. Robert Langer Joins ACT
World-renowned scientist and youngest member ever elected to all three U.S. National Academies; Also named One of the 100 Most Important People in America by Time Magazine and CNN
businesswire
Press Release Source: Advanced Cell Technology, Inc. On Wednesday October 5, 2011, 8:30 am
MARLBOROUGH, Mass.--(BUSINESS WIRE)-- Advanced Cell Technology, Inc. (“ACT”; OTCBB: ACTC), a leader in the field of regenerative medicine, announced today that Robert S. Langer, David H. Koch Institute Professor at the Massachusetts Institute of Technology (MIT), has been appointed to the company’s Board of Directors, and will also serve as the Chair of the Board’s Science Advisory Committee.
Dr. Langer is a world-renowned scientist and entrepreneur with a wide range of experience in the healthcare, biotechnology, and pharmaceutical industries. The author of more than 1,100 journal articles, Dr. Langer is a pioneer in tissue engineering and regenerative medicine-related inventions, with more than 800 issued and pending patents. Dr. Langer’s patents have been licensed or sublicensed to over 220 pharmaceutical, chemical, biotechnology, and medical device companies. He is the most cited engineer in history. Time magazine and CNN named Dr. Langer as one of the 100 most important people in America and one of the 18 top people in science or medicine in America (America’s Best). Parade magazine selected Dr. Langer as one of six “Heroes whose research may save your life” and he is the 2011 winner of the Economist magazine Innovation award for Bioscience.
“I am delighted to welcome Dr. Langer to our Board of Directors,” said Gary Rabin, chairman and CEO of ACT. “With such a diverse background and successful track record, Bob’s experience in guiding life science companies through different stages of growth will be a great asset as we advance our mission to develop cutting-edge regenerative medicine therapies. His expertise in cross-disciplinary research and product development efforts and professional collaborations will be invaluable to us, and we all look forward to his joining us for the strategic discussions that will shape the future of ACT.”
“I'm excited to join the company’s Board of Directors at this dynamic and strategically determinative time,” commented Dr. Langer. “ACT is poised to make a substantial contribution to the progression of regenerative medicine, with a potential to have a significant impact on the treatment of diseases, especially ones for which current medicines and treatments are not adequate. To be able to participate at this pivotal juncture in stem cell therapy history appeals to the scientist in me.”
Dr. Langer served as a member of the United States Food and Drug Administration’s Science Board, the FDA’s highest advisory board, from 1995 to 2002 and as its chairman from 1999 to 2002. Dr. Langer has received over 200 major awards including the Gairdner Foundation International Award (78 recipients have subsequently received a Nobel Prize) and the Lemelson-MIT prize, the world’s largest prize for invention, for being “one of history’s most prolific inventors in medicine.” Among numerous other awards, Langer has received the U.S. National Medal of Science, the Charles Stark Draper Prize (the equivalent of the Nobel Prize for engineers), the 2008 Millennium Prize (the world’s largest technology prize), and the 2012 Priestley Medal. In 1989 Dr. Langer was elected to the Institute of Medicine of the National Academy of Sciences, and in 1992 he was elected to both the National Academy of Engineering and to the National Academy of Sciences. He is one of very few people ever elected to all three United States National Academies and the youngest to ever receive this distinction.
“Bob is one of the most accomplished scientists in the world,” said Robert Lanza, M.D., chief scientific officer of ACT. “I have had the honor of working with him over the years, including co-editing three editions of Principles of Tissue Engineering. Bob’s experience and leadership in successfully guiding biomedical development programs from the research stage through commercialization will bring an invaluable perspective to our Board of Directors. He has had significant experience providing advice and guidance to some of the industry’s leading life science companies. I believe that Bob’s experience relating to our areas of clinical focus in regenerative medicine and stem cell-derived therapies will enable him to make significant contributions as a member of our Board. ACT stands to benefit greatly from his deep understanding and commitment to translating cutting edge science to therapies making real differences in the lives of patients.”
Dr. Langer has received honorary doctorates from Harvard University, Yale University, the ETH (Switzerland), the Technion (Israel), the Hebrew University of Jerusalem (Israel), the Universite Catholique de Louvain (Belgium), Rensselaer Polytechnic Institute, Willamette University, the University of Liverpool (England), Bates College, the Mt. Sinai School of Medicine, the University of Nottingham (England), Albany Medical College, Pennsylvania State University, Northwestern University, and Uppsala University (Sweden), among others. He received his Bachelor’s Degree from Cornell University in 1970 and his Sc.D. from the Massachusetts Institute of Technology in 1974, both in Chemical Engineering.
Minute Entry for proceedings held before Judge Paul A. Crotty: Oral Argument held on 10/3/2011 re: 3 Order to Show Cause,, filed by Alpha Capital Anstalt. REMARK: The Court heard brief argument based on the papers filed. The Court did not issue a decision. See transcript for details.
AMENDED Calendar Entry **REMINDER & TIME CHANGE**: Show Cause Hearing set for Monday, October 3, 2011 at 03:00 PM (**NOT 02:15 PM**) in Courtroom 9A (**NOT 20C**), 500 Pearl Street, New York, NY 10007 before Judge Paul A. Crotty, U.S.D.J. Counsel for plaintiff shall notify his adversary of this time change (By: Marlon Ovalles - Courtroom Deputy).(mov) (Entered: 09/30/2011)
Attorneys for Defendant
PLEASE TAKE NOTICE, that Daniel L. Brown of Sheppard, Mullin, Richter &
Hampton LLP (30 Rockefeller PlazaNew York, New York 10112)
hereby appears as counsel in this matter for Defendant Advanced Cell
Technology, Inc.
ACT's Opposition filing to Alpha suit:
http://investorstemcell.com/forum/act-sec-documents-legal-matters-patents/7799.htm#post35341
September 26, 2011
Current Info taken from Alpha lawsuit rebuttal by ACT
Current OS#...1,640,644,900
Remaining Authorized shares: 109,355,100
Shares that are Reserved:
Of that number, 20,062,955 are reserved for vested
and in-the-money employee stock options and 66,222,351 are reserved for holders of convertible
notes, convertible preferred stock and warrants in the event they exercise their conversion rights
based upon the notes’ and warrants’ respective face values.
This leaves 23,069,794 authorized shares available for all other purposes.
Couple that with the fact 4 months after establishing his trading plan the pps is 10 cents under the minimum sell price of .25. No way Lanza expected the current pps and that goes for all ACT management.
Pursuant to Dr. Lanza’s 10b-5 trading plan, a brokerage firm may sell up to 18,500,000 shares of the Company's common stock owned by him, at price intervals ranging between $0.25 and $1.00.
http://www.sec.gov/Archives/edgar/data/1140098/000114420411034356/v225200_8k.htm
Form 4..Lanza
http://www.sec.gov/Archives/edgar/data/1140098/000114420411055890/xslF345X03/v236267_4.xml
Basically, 726,305 shares sold between .15-.157 Sept. 28 and Sept 29
1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.15 to $0.157, inclusive. The reporting person undertakes to provide to Advanced Cell Technology, Inc., any shareholder of Advanced Cell Technology, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote.
cty,
one patient from each cohort of each trial was treated first.
Each cohort has 3 patients per trial.
Patients will be enrolled sequentially, and within each cohort of 3 patients, each patient's clinical course over the first 6 weeks following cell transplantation will be reviewed by an independent (DSMB) before enrollment is opened for the next 2 patients
Steve,
in about 2 years we have added about 1.2 Billion shares, many of them
went out the door at steep discounts. They continue to add pressure on
the pps.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
September 10, 2009
2.To consider and act upon a proposal to approve an amendment to the Certificate of Incorporation of the Company to effect an increase in the authorized shares of common stock, par value $0.001 of the Company (“Common Stock”) from 500,000,000 to 1,750,000,000.
same thing that has been going on since 2005..eom