This prospectus may be used only for the sale or other disposition of up to 96,401,028 shares of our common stock, par value $0.001 per share, underlying convertible debentures held by the selling stockholders identified beginning on page 20 of this prospectus, in the aggregate original principal amount of $6,000,000. See “Issuance of Securities to Selling Stockholders” for a description of the debentures.
The selling stockholders will receive all of the proceeds from the sale or other disposition of the shares of common stock that may be sold under this prospectus. We have agreed with the selling stockholders to pay the expenses incurred in registering the shares, including legal and accounting fees.
The selling stockholders may sell the shares of common stock described in this prospectus in a number of different ways and at varying prices. The selling stockholders may sell shares directly to purchasers or through brokers or dealers. Brokers or dealers may receive compensation in the form of discounts, concessions or commissions from the selling stockholders. See the section entitled “Plan of Distribution” beginning on page 24 of this prospectus .
Our common stock is currently quoted on the OTCQB, under the symbol “ACTC.” On February 15, 2013, the last reported sales price per share of our common stock on the OTCQB was $0.0757.
An investment in our common stock involves a high degree of risk. See the heading “Risk Factors” commencing on page 4 of this prospectus for a discussion of these risks and in the sections entitled “Risk Factors” in our most recent annual report on Form 10-K and in any quarterly report on Form 10-Q, as well as in any prospectus supplement related to these specific offerings.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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