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rumit

02/15/11 10:47 AM

#29484 RE: rocky301 #29483

Question for whoever can answer:


From the S-1:
With respect to the shares of our Common Stock offered by Socius relating to this Form S-1, this prospectus includes (i) 30,000,000 shares of the Company’s common stock issuable upon exercise of the Socius Warrant, (ii) 156,250,000 shares of the Company’s common stock issuable as Additional Investment Shares, (iii) 5,000,000 shares of the Company’s common stock issuable upon exercise of the Initial Warrant, (iv) 25,000,000 Initial Investment Shares, and (v) 7,812,500 shares of the Company’s common stock issuable upon payment of the Commitment Fee.

It seems like some of these share values are being counted twice. For example, the 156MM figure (Additional Investment Shares);

Assuming the full $25MM is used

$25MM / .16 = 156MM shares



So why are we registering another 25MM (iv Initial Investment Shares) for the $4MM that we drew?

$4mm / .16 = 25MM shares

It seems to me that the 156MM figure should cover the whole $25MM line, why do we need to register more than that?
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louisa

02/15/11 11:57 AM

#29488 RE: rocky301 #29483

Thx Rocky,

Doing better now. We have squirrels in our attic that are making me crazy. Little feckers.

I like your thinking on the Reverse Split. From your post to me ....

Do I think differently now? YES
If ACT wants to be considered a player in the Biotech industry and MATCH their accomplishments then the corporate structure needs to change to be in line pps wise and OS# wise to attract institutional investors. The "trading mindset" will not change when tens and hundreds of million shares keep popping up.

I have always said for a reverse split to be effective the Company MUST have the goods(accomplishments) to go with it combined with the timing issue.

What accomplishments?(to name a few)
1)If cell lines are approved by NIH
2)If FDA lifts clinical hold
3)Treatment in humans starts 3rd quarter or so
4)Phase 1 and 2 go well
5)Phase 3 has EXPECTED results in humans


If ACT accomplishes these step by step, it makes the reverse a workable option, imo. To time the reverse in such a way that ACT is positioned for #5 above with the AMD IND closely following it would provide a possible scenario to make ACT look like the big boys on paper(filings), constant news and results to sustain or increase the pps and possibly make the move to another exchange at a much higher pps where institutions would be much more likely to buy open market shares for long term investments.

I do not see this scenario happening near term but I suspect it will be considered by management when we "accomplish" a few more items. If done correctly it has the potential to benefit the Company and the shareholders provided we move forward as stated above.

The other option is to have 1-1.75 billion shares out there and keep asking for more authorization from shareholders as needed. I am not convinced we can grow into that amount of shares or how market friendly that scenario is, it could work but I am skeptical of it.. Some have sent mail saying "MSFT has 9 Billion shares, so what's the problem?"
Well, MSFT had umpteen forward splits that put their OS# where it is, much different than constant dilution..that comparison holds absolutely no water...lol

Yes, a Company buyback is possible but it would take a ton of cash to be done right. I just don't see that as viable at this time.

Conclusion: With the position ACT is POTENTIALLY in I view the reverse split as a viable option to clean up the corporate side of things and be much better positioned to take advantage and prosper from the perks that come with success. I don't believe an ACT suitor will be involved until the technology is proven and advanced. If I am wrong on that, then the reverse isn't worth discussing. Once again, these are just my opinions but I feel the current and upcoming situation warrants the possibility and those are the reasons I am even discussing it.
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