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louisa and ysung,
That wasn't my intel from meeting. As link shows it was an Icell poster
"gebroida" who was so kind to relay the info...thanks
your welcome sports guy, the author of that post is well respected and took the time to go the "special meeting". The notes he took were from a question/answer from our CEO.
well then, pretend you didn't read it..:)
Special Meeting Recap, Palm Springs Jan 24, 2012
Hello all,
http://investorstemcell.com/forum/act-main-forum-general-topics-science-press-releases-media/13120.htm#post63603
Sorry for the delay first of all. The meeting was very good and I got a chance to meet Twenty2, StockFodder and other members. Let me start out by saying that there was no earth shattering announcements so bare that mind.
I. Meeting Surprise
A. Sue Freeman, the lady featured in CNN yesterday treated for Dry AMD made an appareance. She's a wonderful lady and answered all of our questions. The highest note an most important part was that she stated: " I would definitely pay 5-10k to have this done ". The results are a home run.
B. twenty2 and I took pictures with her that we will upload once we get to a computer.
II. Meeting
A. Shareholders voted a majority of 92% FOR.
III. Questions & Answers & Announcements
A. CNN and ABC ( not sure if its abc or cbs ) will run the story again this week or the next with ACT included.
B. China- ip protection is the MOST important part right now. China customs does not allow for any cells to enter the mainland from USA. Cells have to be manufactured there.
C. Platelets IND to be filed this year and I believe MMD ( got to confirm that )
D. BOD remaining member has not been chosen yet. Gary is searching for an experienced international marketing person.
E. ACT has been approached by all mayor pharmas that also treat eyes in the past. Interest in ACT is present.
Gary explained why the Blastomere Techonology has not reached the media like we would like to and I plan to elaborate as soon as I get to a computer.
I will elaborate more when I get to the hotel, T2 will too an hopefully Stockfodder. Overall it was a great experience to meet Gary and Sue and attend. Next meeting will be held here in June.
Thanks.
Ps: I'm in an iphone, any manager please correct my grammar and fix the post as to make it readable. Thanks.
Abbs,
there is no "judgement". The bulk of the shares to be issued are
from settlements between ACT and other parties. The approx 290MM
shares slated to be issued per proxy represent 41 firms and individuals.
Another large warrant/note holder has yet to be settled in the court system..
what Judgement?..thanks
Jmasdoc,
I was responding to this dialogue, nothing more.
elk,
very long row to hoe with trials. I don't see a NDA approval for the dryAMD, where the money is, for a couple years..jmo
All of the current trials use Biological: MA09-hRPE Cellular therapy
The RPE's were derived from the MA09 cell line. The single blastomere technique was used but embryo not preserved.
Single blastomere-derived hES cell lines (embryos not preserved)
http://umassmed.edu/uploadedFiles/umscr/Human%20Embryonic%20Stem%20Cell%20lines%20established%20at%20ACT.pdf
graminella,
thanks for the post. They were 6-8 weeks into process back in Nov for what it's worth, that was 10 weeks ago...thanks
from Nov 9 conference call transcript
I can promise you it’s not a year from now. Like I mentioned, we have a highly coordinated strategy that involves both scientific and general media dissemination of this information about the patients that is very personal and detailed and hands-on. And we feel that this is the best way from a both scientific perspective and shareholder perspective to disseminate and legitimize this information. It’s very hard for me to give you an outside date because, as you can imagine, dealing with the scientific community and the release of this information, you know, you can’t get these people to say “oh I am going to publish this on X date.” So, it’s very hard for me to say that exactly. The only thing I will say is that we’ve been working through this process for 6 or 8 weeks now and I believe we are sort of starting to get down the homestretch. And I apologize that I can’t be more refined in an answer than that. But, I am quite sure that this approach that we are taking is the highest impact from a scientific community perspective and investor perspective.
Share Issuance post Proxy Approval:
Midsummer:
Settlement took place on August 9. This settlement adjusted holders warrants also
but is NOT considered part of global settlement. ACT issued 36 million shares to Midsummer
already and we still owe them 30,585,774 shares + 3,058,577 shares/month in penalty fees.
**Both this settlement agreement and the agreement with "40" holders in global settlement
give ACT 10 business days to issue shares after proxy approval. That translates into all
shares being issued no later than February 7. (It's also possible shares could
be issued or some of them right after approval, Feb 7 is maximum time)
Using 6 months of penalty shares(Aug-Feb) we have approx. 18,351,462
TOTAL OWED MIDSUMMER: 48,937,236
GLOBAL SETTLEMENT SHARES:
"40" Holders who signed Settlement and Mutual Release Agreement....240.5 million
Total KNOWN global and non-global shares to be issued...289,437,236
UKNOWNS related to global settlement:
(4)holders unreachable per Rabin..8.5 million shares
Biggest and final unknown is CAMOFI/CAMZHN lawsuit which no settlement has yet to be filed
or announced. Per Rabins DEC 12 blog, we were in "advanced settlement discussions".
CAMOFI/CAMZHN was one of the largest holders of notes/warrants so this one is important.
CAMOFI/CAMZHN is claiming they are due 131MM shares. IMO, they are using a lower reset
price than the majority of others and therefore the shares claimed is so much higher. It is my
opinion they held approx. the same as Midsummer. If that is true and the normal reset is applied
then approx 65MM, 1/2 of what they claim, would be due. Their claim could come in much less than
I am figuring or much more, no way to know at this time...It seems reasonable to believe this
settlement would come in prior to proxy vote on the 24th, again jmo..
SUMMARY:
ACT will issue no less than 289MM shares prior to Feb 7.
Unknown additions to the above number range from 0 - 140MM shares.
Jmasdoc,
As interstate said, they could go out quickly if paperwork is all
done by holders for cashless exercise but ACT does have 10 business days
as a maximum..
1. Issuance and Delivery of Shares.
A. Advanced Cell shall issue and cause the delivery to Holder of the number of shares set forth in Schedule 1 hereto of Advanced Cell common stock (the “Shares”), as a cashless exercise of the Security, within ten (10) business days after the date upon which Advanced Cell shall have sufficient authorized and unissued shares of common stock (“Authorized Share Increase”) which are not otherwise reserved for issuance for other purposes to enable Advanced Cell to issue all of the Shares (the “Distribution Date”); provided, however, that Holder shall have tendered the Security as of, or prior to, such date to the attention of the Company at the address set forth in Section 17 below.
http://www.sec.gov/Archives/edgar/data/1140098/000114420411069285/v242652_ex10-1.htm
no idea...eom
AABA Chardan Capital Markets LLC
http://www.chardancm.com/
http://www.otcbb.com/asp/tradeact_mml.asp?searchfor=aaba&searchby=m&x=39&y=13
2nd qtr CC transcript,
Brian Murphy: Gary, how are you doing Sir… long time Advanced Cell Technology shareholder… seen the stock go up and down… congratulations on your new permanent position. You mentioned what we have to do for a new capital structure. Well we all know with about 1.6 billion shares outstanding, moneys need to go more towards clinicals, I think at the moment, to which you agreed, than to adjust the share structure. Now, you know what most investors hate is the phrase “reverse split.” Is that something that would be an option or given the cash position would a share buyback be something that you may or may not have discussed already as well.
Gary Rabin: Ok… I’ll take that two-part question in order. First of all, my background is largely in Finance. I was an investment banker at various investment banks in New York City from 1987 til 2002 and after that, I was a hedge fund manager from 2002 to 2010. I know the history of reverse splits. And what I have previously articulated and that I will articulate again is that I do not want to go to my share holder base that I have spend a lot of time in the last 8 months trying to engender good will and create transparency, and explain the strategies about this company. I don’t want to go to that share holder base and ask for a reverse split until we got something really good to talk about, whether that’s trial results, a partnership of some kind, or some other significant news. I know very well that most reverse splits are, at least in the short term, value destructive. And I am very much in agreement with the investors that have called me and, obviously, from the tone of what you are suggesting, with you as well, that I do not want to do one unless I can do it, you know, coming from a position of strength. And, you know - look, the truth is, would I prefer for this company were listed on the national market? Would I like to be on NASDAQ national market? Yes. You know, the biggest hurdle for us being on the NASDAQ national market is our share price. And so, at some point, would I like to have a more institutional component to our shareholder base than we currently do? Yes, I think it would be value creative for everyone if we can have the largest mutual funds and hedge funds be able to buy our stock. Yes, that would be beneficial to everyone. But, I want it, like I said, do it from a position of strength and not one of weakness. So, I think that pretty well should answer your question on that…Operator, next question.
hi dianne,
of the 5 directors, Rabin is definitely NOT independent
Shapiro, Perry and Loshitzer are independent
Langer, I am not sure about via his deal with ACT.(below)
Either way they meet the BOD requirements for NASDAQ
Todays corp. presentation also shows another BOD is on the way
(slide24) no idea whether new one is independent
http://www.advancedcell.com/documents/0000/0365/act-presentation---biotech-showcase-2012-reg-med-track---final.pdf
" In addition, Mr. Langer will receive for his service on our Science Advisory Committee an annual retainer of $80,000 (payable in quarterly installments of $20,000) plus a fee of $1,500 per meeting. Our board of directors also granted Mr. Langer in connection with his appointment as chair of our Science Advisory Committee an additional 3,000,000 shares of restricted stock and an option to purchase 2,000,000 shares of our common stock, each of which vests one third on October 4, 2011, one third on October 4, 2012 and one third on October 4, 2013."
Robert S. Langer, Sc.D.
Zohar Loshitzer
Gregory D. Perry
Gary Rabin
Alan C. Shapiro, Ph.D.
Dr. Steven Schwartz LA Times Interview/Comments
July 14, 2011
Will the patients regain vision?
The patients’ central vision is already gone. Not rescuable. So the patients we’re enrolling in this trial know they will not be getting their central vision back.
If not to restore vision, what is the goal?
This is a safety trial. It’s not designed to improve vision. It may; and if we see a signal, that would be great news and we’re hoping we will. It’s plausible biologically, but that’s not what we’re looking for.
What results are you hoping to see?
I hope what happens is that we find this is safe and that we can optimize the dosing, and that allows us to move into eyes that are earlier in disease. That could have a real visual upside.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=65207248
Spetty,
from Proxy(below), I would rather they issue those shares ASAP to save us more penalty shares. Reality is they will all most likely be bundled together and fired out the door quickly to treat all with fairness. Keep in mind a large player is in advanced settlement with ACT(plust the 8.5MM unreachables) so approx. 74MM still could be included in the "global settlement" shares in addition to the 240.5MM...
(Proxy verbage)
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 which the Company immediately issued 36,000,000 shares of common stock, with an additional 30,585,774 shares of our common stock to be issued upon approval of an increase in the authorized shares of our common stock. The Company also agreed to issue an additional 3,058,577 shares of our common stock for each calendar month after the date of the settlement agreement for which the Company does not issue the additional 30,585,774 shares. If the amendment to the certificate of incorporation is approved, the Company will issue the additional shares to Midsummer.
Spetty,
spetty,
none of the below about lending shares is accurate or possible.
yes, and # of shares goes to 1.85MM..eom
In 2010 Lanza's plan had no price per share restrictions, this year it does. When the agreement was signed below our pps was approx. .20, I am sure the .25 was expected with patient injections and all but didn't happen..
On May 24, 2011, Robert Lanza, Chief Scientific Officer, of Advanced Cell Technology, Inc. (the “Company”) adopted a pre-arranged stock trading plan to sell shares of the Company’s common stock beneficially owned by him. Dr. Lanza established his plan as part of his individual long-term strategy for asset diversification and liquidity. This plan was established under Rule 10b-5-1 of the Securities Exchange Act of 1934, as amended, and the Company’s polices regarding securities transactions. 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. The plan has no maximum time limit and will terminate on the earlier to occur of, a) the date upon which the brokerage firm receives notice of Dr. Lanza’s death, (b) Dr. Lanza fails to comply in any material respect with applicable law and/or his obligations under the plan, (c) two business days after the date on which the brokerage firm receives written notice that Dr. Lanza has terminated the plan (which may be for any reason), (d) two business days after the brokerage firm notifies Dr. Lanza in writing that the brokerage firm has terminated the plan (which may be for any reason), (e) two business days after the date on which the brokerage firm receives notice that Dr. Lanza has filed a petition for bankruptcy or the adjustment of Dr. Lanza’s debts, or a petition for bankruptcy has been filed against Dr. Lanza and has not been dismissed within thirty calendar days of its filing, and (f) two business days after the date on which the brokerage firm receives written notice that the Company has withdrawn its Issuer Representations Certificate. The maximum number of shares that may be sold under the plan constitutes approximately 65% of the shares of the Company's common stock that Dr. Lanza beneficially owns.
The 'Buy', 'Sell' and '?' columns - Where the 'Price' is closest to the 'Offer' price, the trade is considered a 'Buy'. Where it is closest to the 'Bid' price, the trade is considered to be a 'Sell'. Where it is dead centre between 'Bid' and 'Offer', it appears in the '?' column; this indicates that the trade cannot be identified as either a 'Buy' or a 'Sell'.
http://ih.advfn.com/p.php?pid=help&hid=1835
ACt has admitted conversions went off at .035 instead of .10 as contracts stated. ACT is wanting ALL holders to agree and sign cancellation and mutual release agreements erasing any future problems.
There are 50 holders, so probably 50 attornies all wanting or asking for different language. ACT does not have the shares, what if shareholders don't approve? When will it happen? Do they get more shares for waiting?
Will ACT ask for selling restrictions?....just to mention a few things.
No easy task by any stretch..
(from CC transcript)
Gary Rabin: Right, ok. The charges are our estimate of the cost to settle the warrant holders liability related to these anti-dilution provisions that were in these 2005 to 2009 financings that the company did. Essentially, the way that this worked was, if there was a financing that was done at a lower price than the price of their warrants, then the warrant strike price would be reset to that lower price. Effectively, that is what we have done here. We have taken the charge commensurate with the effective financing at about 3.5 cents on the repricing of all of these warrants. In terms of impact on the company, other than a balance sheet entry, it doesn’t really have an actual impact on the company. It does not impact our cash accounts. It does not impact our ability to access financing. So, it is simply an accounting charge. The impact is that it requires us to issue additional new shares to these warrant holders. In terms of timing and process, we have send out today these settlement agreements to these warrant holders. There are 50 or so of these settlement agreements that have been sent out, and we are working internally and with our securities litigation outside lawyers to get this to closure as quickly as possible. We are hoping to get these agreements signed as soon as possible. And obviously we want to file a proxy this year so that we can put all of this stuff to bed for once and for all for this company. Thanks.
Well, essentially, what happened was this. In this J&J financing my predecessor attempted to essentially create 10 cents financings by anytime if there would have been financing below 10 cents, the difference between the value of the shares that the investor would receive at the strike price that the deal should have been done at, and 10 cents, the difference would be added back to the principal. So, in so doing, the strategy, I believe, was to effectively have no financings below 10 cents. What happens when you look back at those financings in retrospect, and you look at the effective cost of those financings, in other words, the amount of proceeds the company received divided by the number of shares issued, is you effectively came up with a strike price below 10 cents. So, like I said, his intent was to try to create only 10 cents financings but the court has essentially ruled that constructively these were sub 10 cents financings. The next question from the com line and we take only one more question.
how would anyone know how "smoothly" a global settlement will go with 50 holders? Your guidance was provided in recent 10Q,
7. LOSS CONTINGENCY ACCRUAL
Since the entry of the court order for related to Alpha Capital referenced in Note 6, 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 and warrants could demand would be approximately 387,000,000.
The Company recorded $33,789,565 as “finance cost” and “loss contingency accrual” on the accompanying consolidated statements of operations and balance sheets, respectively which represents the fair value of the 387,290,640 shares of common stock valued at $0.104 per share less the fair value of the warrant derivative liability of $6,411,339. The $0.104 common stock fair value was determined by taking the $0.14 market value of the common stock on October 14, 2011 and reducing it by 26% which is the potential dilution of the shares to be issued.
You talked as if if ACT had CASH to pay of lawsuits, where is it coming from? A possible JV in the future with influx of cash? How can you settle claims on that? Might as well tell the Judge you hope to win the lottery next month, it doesn't work that way.
no, please fill me in..thanks
The Black Mountain hearing went off as scheduled on Nov. 9. Here is the order
and explanation:..thanks
11/10/2011 13 ORDER: That plaintiffs motion for a preliminary injunction and for preliminary declarative relief is GRANTED. Defendant Advanced Cell Technology, Inc. ("ACTI") shall deliver immediately eighteen million (18,000,000) shares of its common stock to Plaintiff Black Mountain Equities, Inc. ("BME"). BME shall place all proceeds from the sale of ACTI stock into an interest-earning client escrow account held by its counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP, pending further order of this Court or agreement between the parties. BME shall provide ACTI on a weekly basis with trade confirmation documents showing the proceeds collected from any such sales. BME shall not be required to post a bond. (Signed by Judge Paul A. Engelmayer on 11/10/2011) (ft) (Entered: 11/10/2011)
UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK
BLACK MOUNTAIN EQUITIES, INC., Plaintiff,
-v-
ADV ANCED CELL TECHNOLOGY, INC.,
Defendant. ----------------------------------------------------------------------_.)(
PAUL A. ENGELMAYER, District Judge:
11 Civ. 7305 (PAE) ORDER
On November 9, 2011, the Court held a hearing on plaintiffs motion for a preliminary injunction and for preliminary declarative relief pursuant to Federal Rule of Civil Procedure 65 and 28 U.S.C. § 2201.
The Court has reviewed plaintiffs complaint, plaintiffs memorandum of law in support of its motion for a preliminary injunction and for preliminary declaratory relief dated October 27, 2011, the declaration of Adam Baker dated October 27, 2011 and exhibits annexed thereto, defendant's memorandum oflaw in opposition to the motion for a preliminary injunction and for preliminary declaratory relief dated November 7, 2011, the declaration of Gary Rabin dated November 7,2011 and exhibits annexed thereto, and the arguments presented during the November 9, 2011 hearing.
For the reasons stated on the record of the hearing, IT IS HEREBY ORDERED:
1.
That plaintiffs motion for a preliminary injunction and for preliminary declarative relief is GRANTED;
1467197-1
Case 1:11-cv-07305-PAE Document 13 Filed 11/10/11 Page 1 of 2
2.
That defendant Advanced Cell Technology, Inc. ("ACTI") shall deliver immediately eighteen million (18,000,000) shares ofits common stock to Plaintiff Black Mountain Equities, Inc. ("BME");
3.
That BME shall place all proceeds from the sale of ACTI stock into an interest-earning client escrow account held by its counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP, pending further order of this Court or agreement between the parties;
4.
That BME shall provide ACTI on a weekly basis with trade confirmation documents showing the proceeds collected from any such sales; and
5.
That BME shall not be required to post a bond.
On my multiple daily search for Pacer lawsuit updates, this appeared not long ago.
Black Mountain Equities is now going the route of ALPHA for injunctive relief...18 Million shares claimed
Note: Hearing set for WEDNESDAY the 9th, same day as CC.
11/07/2011 5 ORDER TO SHOW CAUSE filed by Black Mountain Equities, Inc. Defendant shall show cause as to why an order should not be issued pursuant to FRCP 65 and 28 USC 2201 directing ACTC to deliver immediately at least 18,000,000 shares of its common stock to BME pursuant to the terms of the Warrant held by BME. Show Cause Hearing set for 11/9/2011 at 10:00 AM in Courtroom 18C, 500 Pearl Street, New York, NY 10007 before Judge Paul A. Engelmayer. Show Cause Response due by 11/7/2011. (Signed by Judge Paul A. Engelmayer on 11/7/2011) (cd) (Entered: 11/07/2011)
Advanced Cell Technology to Host Conference Call on Wednesday, November 9th to Discuss 2011 Third Quarter Results & Provide U...
Advanced Cell Tech (OTCBB:ACTC)
Intraday Stock Chart
Today : Monday 7 November 2011
Advanced Cell Technology, Inc. (“ACT”;OTCBB: ACTC), a leader in the field of regenerative medicine, announced today that it will release 2011 third quarter results on Tuesday, November 8th after the market closes. The Company will hold a conference call on Wednesday, November 9, 4:30 p.m. EST during which it will discuss 2011 third quarter results and provide an update on clinical activities.
Interested parties may dial (888) 264-3177 and reference conference ID number 19849491. The call will be available live and for replay by webcast at:
https://us.reg.meeting-stream.com/advancedcelltechnology110911/
You folks have nothing better to post about than me? You got to be kidding. The last NEW item that happened was the pacer filing on lawsuits that I posted here right away. What is it you want to talk about? The Company is mute. I saw one question here directed at me that I didn't feel was worth answering, so I didn't. No, I am not an attorney, I work hard to get info and have been going over ACT filings since 2005. Which brings this up to bat,
"That's why I was wondering if he wasn't in some way affiliated with ACTC to assist it's shareholders to understand legalese and correct any mis-information posts"
For the 100th time no, I don't work for ACT, never met anyone at ACT, and I have absolutely no desire to work for them. I do my own thing, always have and always will....
So fire away, what am I suppose to know that you don't know?
NEW PACER FILING:
ORDER: that Alpha Capital's motion for a preliminary injunction is hereby granted. Alpha Capital has shown that it is substantially likely to prevail on its claim to obtain the requested shares immediately and that it will suffer irreparable harm absent the award of the requested preliminary injunctive relief. ACTI is hereby directed to deliver immediateley to Alpha Capital 39,514,859 share of ACTI common stock. (Signed by Judge Paul A. Crotty on 10/31/2011) (cd) (Entered: 10/31/2011)
Bullard,
not 100% sure on this either. PDPI increased by 1.2MM so divide
by 3..
Bullard, all I can say with any certainty is both were listed with other holders after 2009 settlement. If a global settlement is reached, it will be interesting to see who got what and how many...thanks
Hi Bullard,