Delaware
|
2834
|
87-0656515
|
||
(State
or jurisdiction of
|
(Primary
Standard Industrial
|
(I.R.S.
Employer
|
||
incorporation
or organization)
|
Classification
Code Number)
|
Identification
No.)
|
Title of each class of
securities
to be registered
|
Amount to be
Registered
|
Proposed Maximum
Offering Price Per
Security (1)
|
Proposed Maximum
Aggregate Offering
Price
|
Amount of
Registration Fee
|
||||||||||||
Common
Stock, $.001 par value per share (2)
|
34,230,000
|
$
|
0.10
|
$
|
3,423,000
|
$
|
191.00
|
|||||||||
Common
Stock, $.001 par value per share (3)
|
135,198,027
|
$
|
0.10
|
$
|
13,519,803
|
$
|
754.40
|
|||||||||
Common
Stock, $.001 par value per share (4)
|
7,374,631
|
$
|
0.10
|
$
|
737,463
|
$
|
41.15
|
|||||||||
Total
|
176,802,658
|
$
|
0.10
|
$
|
17,682,027
|
$
|
986.66
|
* |
Page
|
||
Prospectus
Summary
|
5
|
|
Risk
Factors
|
9
|
|
Use
of Proceeds
|
27
|
|
Forward-Looking
Statements
|
27
|
|
Selling
Security Holders
|
28
|
|
Plan
of Distribution
|
32
|
|
Description
of Securities to be Registered
|
33
|
|
Interests
of Named Experts and Counsel
|
34
|
|
Description
of Business
|
34
|
|
Description
of Property
|
47
|
|
Legal
Proceedings
|
47
|
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
48
|
|
Market
Price of and Dividends on Registrant's Common Equity and Related
Stockholder Matters
|
60
|
|
Directors,
Executive Officers, Promoters and Control Persons
|
62
|
|
Changes
in Accountants
|
62
|
|
Executive
Compensation
|
63
|
|
Security
Ownership of Certain Beneficial Owners and
Management
|
65
|
|
Certain
Relationships and Related Transactions, and Corporate
Governance
|
66
|
|
Additional
Information
|
67
|
|
Indemnification
for Securities Act Liabilities
|
61
|
|
Legal
Matters
|
68
|
|
Experts
|
68
|
|
Unaudited
Financial Statements
|
F-1
|
|
Audited
Financial Statements
|
F-32
|
·
|
The
size, date and pace of filing, and focus of the
portfolio.
|
·
|
The
relative immaturity of this field of
study.
|
·
|
The
limited number of truly competitive portfolios of intellectual
property.
|
·
|
The
Company agreed to sell, and the Investor agreed to purchase, in one or
more purchases from time to time (“Tranches”) in the Company’s sole
discretion (subject to the conditions set forth therein), (i) up to 1,000
shares of Series B Preferred Stock (the “Preferred Shares”) at a purchase
price of $10,000 per share, for an aggregate purchase price of up to
$10,000,000, and (ii) five-year warrants (the “Optimus Warrants”) to
purchase shares of the Company’s common stock, with an aggregate exercise
price equal to 135% of the purchase price paid by the Investor, at an
exercise price per share equal to the closing bid price of the Company’s
common stock on the date the Company provides notice of such
Tranche. The Optimus Warrants were issued on the Effective Date
to Optimus CG II Ltd., Optimus’s designee, and will vest and become
exercisable in replacement of a five-year warrant to purchase 119,469,027
shares of common stock with an exercise price per share of $0.113 the
Company issued on the Effective Date (which may only be exercised for such
number of shares of common stock equal in amount to 135% of the cumulative
purchase price paid by the Investor). The business purpose of exchanging
the warrants to be issued with each Tranche for the warrants originally
issued on November 2, 2009, is to enable the holder to have separate
instruments for the vested portion of the warrants, and to allow the
parties to more easily track the warrants that are
vested. Rather than being required to track these potential
multiple combinations of numbers, the parties believed that it would be
simpler to adopt the “replacement” warrant process. The process
is comparable to what happens when a warrant holder exercises only a
portion of an existing warrant, or anytime a holder divides a warrant into
two or more separate instruments that together represent all of the rights
embodied in the original instrument. For these reasons, we do
not believe that the “replacement warrant” should be viewed as a newly
issued warrant, but rather as a replacement issued as a substitute for a
portion of the previously issued warrant that was
surrendered.
|
·
|
The
Company agreed to pay to the Investor a commitment fee of $500,000 (the
“Commitment Fee”), at the earlier of the closing of the first Tranche or
the six month anniversary of the Effective Date, payable at the Company’s
election in cash or common stock valued at 90% of the volume weighted
average price of the Company’s common stock on the five trading days
preceding the payment date.
|
·
|
The
Company agreed to use its best efforts to file within 60 days of the
Effective Date, and cause to become effective as soon as possible
thereafter, a registration statement with the Securities and Exchange
Commission for the resale of all shares of common stock issuable pursuant
to the Purchase Agreement, including the shares of common stock underlying
the Optimus Warrants, and shares issuable in payment of the Commitment
Fee.
|
·
|
On
November 3, 2009, the Company filed a certificate of designations for the
Series B Preferred Stock (the “Certificate of Designations”). Pursuant to
the Certificate of Designations, the Preferred Shares shall, with respect
to dividend, rights upon
liquidation, winding-up or dissolution, rank: (i) senior to the Company’s
common stock, and any other class or series of preferred stock of the
Company, except Series A-1 Convertible Preferred Stock which shall rank
senior in right of liquidation and pari passu with respect
to dividends; and (ii) junior to all existing and future indebtedness of
the Company. In addition, the Preferred Shares (a) shall accrue dividends
at a rate of 10% per annum, payable in Preferred Shares, (ii)
shall not have voting rights, and (iii) may be redeemed at the
Company’s option, commencing 4 years from the issuance date at a price per
share of (a) $10,000 per share plus accrued but unpaid
dividends (the “Series B Liquidation Value”), or, at a price per share of
: (x) 127% of the Series B Liquidation Value if redeemed on or after the
first anniversary but prior to the second anniversary of the initial
issuance date, (y) 118% of the Series B Liquidation Value if redeemed on
or after the second anniversary but prior to the third anniversary of the
initial issuance date, and (z) 109% of the Series B Liquidation Value if
redeemed on or after the third anniversary but prior to the fourth
anniversary of the initial Issuance
Date
|
●
|
33,000
shares of common stock issuable upon exercise of warrants with an exercise
price of $0.10, issued to William Woodward, on September 15, 2005, for
consulting services. The warrants terminate on December 30,
2014.
|
●
|
650,000
shares of common stock issuable upon exercise of warrants, with an
exercise price of $0.05, issued to Nancy Burrows, in 2004,
in connection with a private equity financing. The warrants
terminate on December 31, 2012.
|
●
|
An
aggregate of 1,026,000 shares of common stock issuable upon exercise of
warrants, with an exercise price of $0.05, issued to Andwell,
LLC, on November 26, 2004, in connection with a private equity
financing. Andwell, LLC is an entity affiliated with William Caldwell, our
chief executive officer. The warrants terminate on December 31,
2012.
|
Common
Stock offered by the selling stockholders
|
Up
to 176,802,658 shares of Common Stock (including 135,198.027 shares of
common stock issuable upon exercise of
warrants, 34,230,000 shares of common stock issuable upon
conversion of notes, and 7,374,631 shares of common stock issuable as
payment of a commitment fee).
|
Common
Stock outstanding prior to the offering
|
613,885,468 (1)
|
|
Common
Stock to be outstanding after the offering
|
790,688,126
assuming the full exercise of the warrants and full conversion of the
notes the underlying shares of which are included in this prospectus, and
the issuance of 7,374,631 shares as payment of a commitment
fee.
|
Use
of proceeds
|
We
will not receive any proceeds from the sale of the Common Stock
hereunder.
|
|
(1)
Based upon the total number of issued and outstanding shares as of
November 13, 2009.
|
·
|
we
will succeed in obtaining any patents in a timely manner or at all, or
that the breadth or degree of protection of any such patents will protect
our interests,
|
·
|
the
use of our technology will not infringe on the proprietary rights of
others,
|
·
|
patent
applications relating to our potential products or technologies will
result in the issuance of any patents or that, if issued, such patents
will afford adequate protection to us or not be challenged invalidated or
infringed, or
|
·
|
patents
will not issue to other parties, which may be infringed by our potential
products or technologies.
|
·
|
Our
ability to provide acceptable evidence and the perception of patients and
the healthcare community, including third party payors, of the positive
characteristics of our product candidates relative to existing treatment
methods, including their safety, efficacy, cost effectiveness and/or other
potential advantages,
|
·
|
The
incidence and severity of any adverse side effects of our product
candidates,
|
·
|
The
availability of alternative
treatments,
|
·
|
The
labeling requirements imposed by the FDA and foreign regulatory agencies,
including the scope of approved indications and any safety
warnings,
|
·
|
Our
ability to obtain sufficient third party insurance coverage or
reimbursement for our products
candidates,
|
·
|
The
inclusion of our products on insurance company coverage
policies,
|
·
|
The
willingness and ability of patients and the healthcare community to adopt
new technologies,
|
·
|
The
procedure time associated with the use of our product
candidates,
|
·
|
Our
ability to manufacture or obtain from third party manufacturers sufficient
quantities of our product candidates with acceptable quality and at an
acceptable cost to meet demand, and
|
·
|
Marketing
and distribution support for our
products.
|
·
|
The
continued progress and cost of our research and development
programs,
|
·
|
The
progress with pre-clinical studies and clinical
trials,
|
·
|
The
time and costs involved in obtaining regulatory
clearance,
|
·
|
The
costs in preparing, filing, prosecuting, maintaining and enforcing patent
claims,
|
·
|
The
costs of developing sales, marketing and distribution channels and our
ability to sell the therapies/products if
developed,
|
·
|
The
costs involved in establishing manufacturing capabilities for commercial
quantities of our proposed
products,
|
·
|
Competing
technological and market
developments,
|
·
|
Market
acceptance of our proposed
products,
|
·
|
The
costs for recruiting and retaining employees and consultants,
and
|
·
|
The
costs for educating and training physicians about our proposed
therapies/products.
|
-
|
Except
for certain permitted indebtedness, enter into, create, incur, assume,
guarantee or suffer to exist any indebtedness for borrowed money of any
kind, including but not limited to, a guarantee, on or with respect to any
of its property or assets now owned or hereafter acquired or any interest
therein or any income or profits
therefrom,
|
-
|
Except
for certain permitted liens, enter into, create, incur, assume or suffer
to exist any liens of any kind, on or with respect to any of its property
or assets now owned or hereafter acquired or any interest therein or any
income or profits therefrom,
|
-
|
Amend
our certificate of incorporation, bylaws or other charter documents so as
to materially and adversely affect any rights of holders of the Debentures
and Warrants,
|
-
|
Repay,
repurchase or offer to repay, repurchase or otherwise acquire more than a
de minimis number of shares of our common stock or common stock
equivalents,
|
-
|
Enter
into any transaction with any of our affiliates, which would be required
to be disclosed in any public filing with the Securities and Exchange
Commission, unless such transaction is made on an arm's-length basis and
expressly approved by a majority of our disinterested directors (even if
less than a quorum otherwise required for board
approval),
|
-
|
Pay
cash dividends or distributions on any of our equity
securities,
|
-
|
Grant
certain registration rights,
|
-
|
Enter
into any agreement with respect to any of the foregoing,
or
|
-
|
Make
cash expenditures in excess of $1,000,000 per calendar month, subject to
certain specified exceptions.
|
·
|
Design
and conduct advanced clinical trials in the event that we reach clinical
trials;
|
·
|
Fund
research and development activities with
us;
|
·
|
Pay
us fees upon the achievement of milestones;
and
|
·
|
Market
with us any commercial products that result from our
collaborations.
|
·
|
The
FDA or similar foreign regulatory authorities may find that our product
candidates are not sufficiently safe or effective or may find our cell
culturing processes or facilities
unsatisfactory,
|
·
|
Officials
at the FDA or similar foreign regulatory authorities may interpret data
from preclinical studies and clinical trials differently than we
do,
|
·
|
Our
clinical trials may produce negative or inconclusive results or may not
meet the level of statistical significance required by the FDA or other
regulatory authorities, and we may decide, or regulators may require us,
to conduct additional preclinical studies and/or clinical trials or to
abandon one or more of our development
programs,
|
·
|
The
FDA or similar foreign regulatory authorities may change their approval
policies or adopt new regulations,
|
·
|
There
may be delays or failure in obtaining approval of our clinical trial
protocols from the FDA or other regulatory authorities or obtaining
institutional review board approvals or government approvals to conduct
clinical trials at prospective
sites,
|
·
|
We,
or regulators, may suspend or terminate our clinical trials because the
participating patients are being exposed to unacceptable health risks or
undesirable side effects,
|
·
|
We
may experience difficulties in managing multiple clinical
sites,
|
·
|
Enrollment
in our clinical trials for our product candidates may occur more slowly
than we anticipate, or we may experience high drop-out rates of subjects
in our clinical trials, resulting in significant
delays,
|
·
|
We
may be unable to manufacture or obtain from third party manufacturers
sufficient quantities of our product candidates for use in clinical
trials, and
|
·
|
Our
product candidates may be deemed unsafe or ineffective, or may be
perceived as being unsafe or ineffective, by healthcare providers for a
particular indication.
|
·
|
Clinical
trial results,
|
·
|
The
amount of cash resources and ability to obtain additional
funding,
|
·
|
Announcements
of research activities, business developments, technological innovations
or new products by companies or their
competitors,
|
·
|
Entering
into or terminating strategic
relationships,
|
·
|
Changes
in government regulation,
|
·
|
Disputes
concerning patents or proprietary
rights,
|
·
|
Changes
in revenues or expense levels,
|
·
|
Public
concern regarding the safety, efficacy or other aspects of the products or
methodologies being developed,
|
·
|
Reports
by securities analysts,
|
·
|
Activities
of various interest groups or
organizations,
|
·
|
Media
coverage, and
|
·
|
Status
of the investment markets.
|
Name
of Selling Shareholder
|
Beneficial
Ownership Before the Offering (1)
|
Percentage
of Ownership Before the Offering
|
Shares
of Common Stock Included in Prospectus
|
Beneficial
Ownership After the Offering
|
Percentage
of Ownership After Completion of Offering (2)
|
William
R. McAdam
149
Mill Valley, CA 94941
|
2,000,000
(3)
|
*
|
2,000,000
(3)
|
0
|
*
|
John
A. Kryzanowski
480
Throckmorton Avenue
Mill
Valley, CA 94941
|
2,000,000
(3)
|
*
|
2,000,000
(3)
|
0
|
*
|
Alpha
Capital Anstalt
9490
Furstentums
Vaduz,
Lichtenstein
|
12,000,000
(4)
|
1.92%
|
12,000,000
(4)
|
0
|
*
|
Brio
Capital L.P.
401
E. 34th
Street—Suite South 33C
New
York, NY 10016
|
3,000,000
(5)
|
*
|
3,000,000
(5)
|
0
|
*
|
Brio
Capital Select LLC
523
Albermarle Road
Cedarhurst,
NY 11516
|
1,700,000
(6)
|
*
|
1,700,000
(6)
|
0
|
*
|
Paragon
Capital LP
110
East 59th
Street, 29th
Floor
New
York, NY 10022
|
1,000,000
(7)
|
*
|
1,000,000
(7)
|
0
|
*
|
Barbara
McShane
39
Southwind Cir.
Richmond,
CA 94804
|
1,000,000
(7)
|
*
|
1,000,000
(7)
|
0
|
*
|
Midsummer
Investment, Ltd.
294
Madison Avenue—38th
Floor
New
York, NY 10014
|
5,000,000
(8)
|
*
|
5,000,000
(8)
|
0
|
*
|
Gemini
Master Fund, Ltd.
135
Liverpool Drive, #C
Cardiff,
CA 92007
|
6,000,000
(9)
|
*
|
6,000,000
(9)
|
0
|
*
|
Pierce
Atwood LLP
One
Monument Square
Portland,
ME 04101
|
1,350,000
(10)
|
*
|
1,350,000
(10)
|
0
|
*
|
Optimus
CG II, Ltd.
11150
Santa Monica Boulevard, Suite 1500
Los
Angeles, CA 90025
|
0
|
*
|
126,843,658
(11)
|
0
|
*
|
JMJ
Financial
|
12,000,000
(12)
|
2.12%
|
13,200,000
(13)
|
0
|
*
|
Andwell,
LLC (14)
c/o
Advanced Cell Technology, Inc.
381
Plantation Street
Worcester,
MA 01605
|
1,026,000
(15)
|
*
|
1,026,000
(15)
|
0
|
*
|
Nancy
Burrows (16)
c/o
Advanced Cell Technology, Inc.
381
Plantation Street
Worcester,
MA 01605
|
650,000
(15)
|
*
|
650,000
(15)
|
0
|
*
|
William
Woodward
|
33,000
(17)
|
*
|
33,000
(17)
|
0
|
*
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
·
|
block
trades in which the broker-dealer will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
|
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;
|
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
·
|
privately
negotiated transactions;
|
·
|
settlement
of short sales entered into after the effective date of the registration
statement of which this prospectus is a
part;
|
·
|
broker-dealers
may agree with the selling stockholders to sell a specified number of such
shares at a stipulated price per
share;
|
·
|
Through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or
otherwise;
|
·
|
a
combination of any such methods of sale;
or
|
·
|
Any
other method permitted pursuant to applicable
law.
|
·
|
The
Company agreed to sell, and the Investor agreed to purchase, in one or
more purchases from time to time (“Tranches”) in the Company’s sole
discretion (subject to the conditions set forth therein), (i) up to 1,000
shares of Series B Preferred Stock (the “Preferred Shares”) at a purchase
price of $10,000 per share, for an aggregate purchase price of up to
$10,000,000, and (ii) five-year warrants (the “Optimus Warrants”) to
purchase shares of the Company’s common stock, with an aggregate exercise
price equal to 135% of the purchase price paid by the Investor, at an
exercise price per share equal to the closing bid price of the Company’s
common stock on the date the Company provides notice of such
Tranche. The Optimus Warrants were issued on the Effective Date
to Optimus CG II Ltd., Optimus’s designee, and will vest and become
exercisable in replacement of a five-year warrant to purchase 119,469,027
shares of common stock with an exercise price per share of $0.113 the
Company issued on the Effective Date (which may only be exercised for such
number of shares of common stock equal in amount to 135% of the cumulative
purchase price paid by the Investor). The business purpose of exchanging
the warrants to be issued with each Tranche for the warrants originally
issued on November 2, 2009, is to enable the holder to have separate
instruments for the vested portion of the warrants, and to allow the
parties to more easily track the warrants that are
vested. Rather than being required to track these potential
multiple combinations of numbers, the parties believed that it would be
simpler to adopt the “replacement” warrant process. The process
is comparable to what happens when a warrant holder exercises only a
portion of an existing warrant, or anytime a holder divides a warrant into
two or more separate instruments that together represent all of the rights
embodied in the original instrument. For these reasons, we do
not believe that the “replacement warrant” should be viewed as a newly
issued warrant, but rather as a replacement issued as a substitute for a
portion of the previously issued warrant that was
surrendered.
|
·
|
The
Company agreed to pay to the Investor a commitment fee of $500,000 (the
“Commitment Fee”), at the earlier of the closing of the first Tranche or
the six month anniversary of the Effective Date, payable at the Company’s
election in cash or common stock valued at 90% of the volume weighted
average price of the Company’s common stock on the five trading days
preceding the payment date.
|
·
|
The
Company agreed to use its best efforts to file within 60 days of the
Effective Date, and cause to become effective as soon as possible
thereafter, a registration statement with the Securities and Exchange
Commission for the resale of all shares of common stock issuable pursuant
to the Purchase Agreement, including the shares of common stock underlying
the Optimus Warrants, and shares issuable in payment of the Commitment
Fee.
|
·
|
On
November 3, 2009, the Company filed a certificate of designations for the
Series B Preferred Stock (the “Certificate of Designations”). Pursuant to
the Certificate of Designations, the Preferred Shares shall, with respect
to dividend, rights upon
liquidation, winding-up or dissolution, rank: (i) senior to the Company’s
common stock, and any other class or series of preferred stock of the
Company, except Series A-1 Convertible Preferred Stock which shall rank
senior in right of liquidation and pari passu with respect
to dividends; and (ii) junior to all existing and future indebtedness of
the Company. In addition, the Preferred Shares (a) shall accrue dividends
at a rate of 10% per annum, payable in Preferred Shares, (ii)
shall not have voting rights, and (iii) may be redeemed at the
Company’s option, commencing 4 years from the issuance date at a price per
share of (a) $10,000 per share plus accrued but unpaid
dividends (the “Series B Liquidation Value”), or, at a price per share of
: (x) 127% of the Series B Liquidation Value if redeemed on or after the
first anniversary but prior to the second anniversary of the initial
issuance date, (y) 118% of the Series B Liquidation Value if redeemed on
or after the second anniversary but prior to the third anniversary of the
initial issuance date, and (z) 109% of the Series B Liquidation Value if
redeemed on or after the third anniversary but prior to the fourth
anniversary of the initial Issuance
Date
|
·
|
The
size, date and pace of filing, and focus of the
portfolio.
|
·
|
The
relative immaturity of this field of
study.
|
·
|
The
limited number of truly competitive portfolios of intellectual
property.
|
·
|
isolating
and purifying cell lines,
|
·
|
growing
stable cell lines in culture for long periods without
mutations,
|
·
|
manufacturing
cell lines in numbers sufficient for
therapy,
|
·
|
differentiating
ES cells into all of the cell types desired for therapies,
and
|
·
|
solving
the potential rejection of ES cells used in therapies due to
immuno-incompatibility with the
patient.
|
Medical Condition
|
Number of
Patients*
|
|
Cardiovascular
disease
|
70 million
|
|
Autoimmune
disease
|
50 million
|
|
Diabetes
|
18 million
|
|
Osteoporosis
|
10 million
|
|
Cancer
|
10 million
|
|
Alzheimer's
disease
|
4.5 million
|
|
Parkinson's
disease
|
1 million
|
|
Burns
(severe)
|
1.1 million
|
|
Spinal-cord
injuries
|
0.25 million
|
|
Birth
defects
|
0.15 million/year
|
·
|
Ability
to restore cardiac function through new muscle
formation
|
·
|
Ability
to prevent further decline of heart
function
|
·
|
No
risk immunological rejection of myoblasts due to autologous nature of the
therapy
|
·
|
Complementary
to and capable of improving outcomes of current therapeutic options for
heart disease
|
·
|
hematopoietic
cells for blood diseases and
cancer,
|
·
|
myocardial
and endothelial vascular tissue for cardiovascular
disease,
|
·
|
congestive
heart failure, myocardial infarction and other cardiovascular
disease
|
·
|
skin
cells for dermatological
conditions,
|
·
|
retinal
pigment epithelium cells as treatment for macular degeneration and retinal
pigmentosis,
|
·
|
neural
cells for spinal cord injury, Parkinson's disease and other
neuro-degenerative diseases,
|
·
|
pancreatic
islet Я cells for diabetes,
|
·
|
liver
cells for hepatitis and cirrhosis,
|
·
|
cartilage
cells for arthritis, and
|
·
|
lung
cells for a variety of pulmonary
diseases.
|
Number
Patent
|
Country
|
Filing
Date
|
Issue
Date
|
Expiration
Date*
|
Title
|
|||||
6,808,704
|
United
States (US)
|
09/06/2000
|
10/26/2004
|
09/6/2020
|
Method
for Generating Immune-Compatible Cells and Tissues Using Nuclear Transfer
Techniques
|
|||||
783162
|
Australia
(AU)
|
09/06/2000
|
01/12/2006
|
09/6/2020
|
Method
for Generating Immune-Compatible Cells and Tissues Using Nuclear Transfer
Techniques
|
|||||
265679
|
Mexico
|
09/06/2000
|
04/03/2009
|
09/06/2020
|
Method
for Generating Immune-Compatible Cells and Tissues Using Nuclear Transfer
Techniques
|
|||||
536786
|
New
Zealand (NZ)
|
09/06/2000
|
01/11/2007
|
09/6/2020
|
Method
for Generating Immune-Compatible Cells and Tissues Using Nuclear Transfer
Techniques
|
|||||
782385
|
AU
|
10/13/2000
|
11/3/2005
|
10/13/2020
|
Method
of Differentiation of Morula or Inner Cell Mass Cells and Method of Making
Lineage-Defective Embryonic Stem Cells
|
|||||
518191
|
NZ
|
10/13/2000
|
05/10/2004
|
10/13/2020
|
Method
of Differentiation of Morula or Inner Cell Mass Cells and Method of Making
Lineage-Defective Embryonic Stem Cells
|
|||||
516236
|
NZ
|
06/30/2000
|
08/07/2005
|
06/30/2020
|
Cytoplasmic
Transfer to De-Differentiate Recipient Cells
|
|||||
782286
|
AU
|
06/30/2000
|
10/27/2005
|
06/30/2020
|
Cytoplasmic
Transfer to De-Differentiate Recipient Cells
|
|||||
531844
|
NZ
|
09/06/2000
|
12/08/05
|
09/06/2020
|
Telomere
Restoration and Extension of Cell Life-Span in Animals Cloned from
Senescent Somatic Cells
|
|||||
519347
|
NZ
|
12/20/2000
|
11/11/2004
|
12/20/2020
|
Method
to Produce Cloned Embryos and Adults from Cultured
Cells
|
|||||
00818200.0
|
China
(CN)
|
12/20/2000
|
10/18/2006
|
12/20/2020
|
Method
to Produce Cloned Embryos and Adults from Cultured
Cells
|
|||||
5,453,366
|
US
|
03/15/1993
|
09/26/1995
|
09/26/2012
|
Method
of Cloning Bovine Embryos
|
|||||
6,011,197
|
US
|
01/28/1999
|
01/04/2000
|
03/06/2017
|
Method
of Cloning Bovines Using Reprogrammed Non-Embryonic Bovine
Cells
|
|||||
6,395,958
|
US
|
07/15/1999
|
05/28/2002
|
03/06/2017
|
Method
of Producing a Polypeptide in an Ungulate
|
|||||
5,496,720
|
US
|
02/10/1993
|
03/05/1996
|
03/05/2013
|
Parthenogenic
Oocyte Activation
|
|||||
5,843,754
|
US
|
06/06/1995
|
12/01/1998
|
12/01/2015
|
Parthenogenic
Bovine Oocyte Activation
|
|||||
6,194,202
|
US
|
03/04/1996
|
02/27/2001
|
02/10/2013
|
Parthenogenic
Oocyte Activation
|
|||||
6,077,710
|
US
|
10/21/1998
|
06/20/2000
|
02/10/2013
|
Parthenogenic
Oocyte Activation
|
|||||
5,346,990
|
US
|
03/12/1991
|
09/13/1994
|
09/13/2011
|
Sex-Associated
Membrane Proteins and Methods for Increasing the Probability that
Offspring will be of a Desired
Sex
|
Number
Patent
|
Country
|
Filing
Date
|
Issue
Date
|
Expiration
Date*
|
Title
|
|||||
6,673,604
|
US
|
07/24/2000
|
01/06/2004
|
07/24/2020
|
Muscle
Cells and Their Use in Cardiac Repair**
|
|||||
6,432,711
|
US
|
11/01/1994
|
08/13/2002
|
08/13/2019
|
Embryonic
Stem Cells Capable of Differentiating into Desired Cell
Lines
|
|||||
2,174,746
|
Canada
(CA)
|
11/02/1994
|
04/24/2007
|
11/02/2014
|
Embryonic
Stem Cells Capable of Differentiating into Desired Cell
Lines
|
Number
Patent
|
Country
|
Filing Date
|
Issue Date
|
Expiration
Date*
|
Title
|
|||||
518365
|
NZ
|
10/27/2000
|
08/12/2004
|
10/27/2020
|
Gynogenetic
or Androgenetic Production of Pluripotent Cells and Cell Lines, and Use
Thereof to Produce Differentiated Cells and
Tissues
|
|||||
782846
|
AU
|
10/27/2000
|
12/15/2005
|
10/27/2020
|
Gynogenetic
or Androgenetic Production of Pluripotent Cells and Cell Lines, and Use
Thereof to Produce Differentiated Cells and
Tissues
|
|||||
5994619
|
US
|
12/16/1996
|
11/30/1999
|
04/01/2016
|
Production
of Chimeric Bovine or Porcine Animals Using Cultured Inner Cell Mass
Cells
|
|||||
5905042
|
US
|
04/01/1996
|
05/08/1999
|
04/01/2016
|
Production
of Chimeric Bovine or Porcine Animals Using Cultured Inner Cell Mass
Cells
|
·
|
the
cloning, development, manufacture and sale of cloned non-human animals,
including without limitation, bovine, hircine, ovine, porcine, equine
animals and ungulates (as well as any transgenic variance or enhancements
thereto) or products that are composed of, made in or derived, extracted
or isolated from cells or tissues of such animals for the production of
food or fiber, and the rendering of services or uses that relate to the
production of such products;
|
·
|
the
cloning, development, manufacture and sale of endangered species for
purposes of researching, aiding, reproducing or assisting in the
reproduction of such endangered
species;
|
·
|
the
cloning, development, and sale of hircine, ovine, feline, canine and
equine animals (as well as any transgenic variance or enhancements
thereto) for personal, business or commercial purposes, specifically
excluding the sale of these animals as scientific research laboratory
subjects; and
|
·
|
the
cloning, development, manufacture and sale of cloned equine animals (as
well as any transgenic variance or enhancements thereto) or products that
are composed of, made in or derived, extracted or isolated from cells or
tissues of such animals for non-therapeutic purposes, including but not
limited to, for use in agriculture, for use as food, for use as companion,
service, work or recreational animals, or for use as racing or other
equine event animals, and the rendering of services or uses that relate to
the production of such products.
|
·
|
the
research, development, manufacture and sale of human and non-human animal
cells for commercial research and
|
·
|
the
manufacture and selling of human cells for therapeutic and diagnostic use
in the treatment of human diabetes and liver diseases, and retinal
diseases and retinal degenerative
diseases.
|
·
|
the
research, development, manufacture and sale of human and non-human animal
cells and defined animal cell lines for commercial
research,
|
·
|
the
manufacture and selling of human cells for therapeutic and diagnostic use
in the treatment of human diabetes and liver diseases and retinal diseases
and retinal degenerative diseases,
and
|
·
|
the
use of defined animal cell lines in the process of manufacturing and
selling human cells for therapeutic and diagnostic use in the treatment of
human diabetes and liver diseases.
|
-
|
Level
1 inputs to the valuation methodology are quoted prices for identical
assets or liabilities in active
markets.
|
-
|
Level
2 inputs to the valuation methodology include quoted prices for similar
assets and liabilities in active markets, and inputs that are observable
for the asset or liability, either directly or indirectly, for
substantially the full term of the financial
instrument.
|
-
|
Level
3 inputs to the valuation methodology are unobservable and significant to
the fair value measurement.
|
Three months ended September 30,
|
Three months ended September 30,
|
|||||||||||||||
2009
|
2008
|
|||||||||||||||
% of
|
% of
|
|||||||||||||||
Amount
|
Revenue
|
Amount
|
Revenue
|
|||||||||||||
REVENUE
|
$
|
248,141
|
100.0
|
%
|
$
|
242,195
|
100.0
|
%
|
||||||||
COST
OF REVENUE
|
108,049
|
43.5
|
%
|
95,180
|
39.3
|
%
|
||||||||||
GROSS
PROFIT
|
140,092
|
56.5
|
%
|
147,015
|
60.7
|
%
|
||||||||||
RESEARCH
AND DEVELOPMENT EXPENSES AND GRANT REIMBURSEMENTS
|
700,818
|
282.4
|
%
|
1,434,896
|
592.5
|
%
|
||||||||||
GENERAL
AND ADMINSTRATIVE EXPENSES
|
453,561
|
182.8
|
%
|
594,663
|
245.5
|
%
|
||||||||||
LOSS
ON SETTLEMENT OF LITIGATION
|
110,000
|
44.3
|
%
|
740,849
|
305.9
|
%
|
||||||||||
OTHER
INCOME (EXPENSE)
|
(79,987
|
)
|
-32.2
|
%
|
(9,978,249
|
)
|
-4119.9
|
%
|
||||||||
NET
LOSS
|
$
|
(1,204,274
|
)
|
-485.3
|
%
|
$
|
(12,601,642
|
)
|
-5203.1
|
%
|
·
|
Note A: The original issue discount has
been increased by 10%, or $60,000, such that the new principal amount is
$660,000.
|
|
·
|
Note B: The original issue discount has
been increased by 10%, or $120,000, such that the new principal amount is
$1,320,000.
|
Nine months ended September 30,
|
Nine months ended September 30,
|
|||||||||||||||
|
2009
|
2008
|
||||||||||||||
|
% of
|
% of
|
||||||||||||||
|
Amount
|
Revenue
|
Amount
|
Revenue
|
||||||||||||
REVENUE
|
$
|
785,112
|
100.0
|
%
|
$
|
540,926
|
100.0
|
%
|
||||||||
COST
OF REVENUE
|
324,148
|
41.3
|
%
|
406,094
|
75.1
|
%
|
||||||||||
GROSS
PROFIT
|
460,964
|
58.7
|
%
|
134,832
|
24.9
|
%
|
||||||||||
RESEARCH
AND DEVELOPMENT EXPENSES AND GRANT REIMBURSEMENTS
|
2,138,843
|
272.4
|
%
|
8,084,149
|
1494.5
|
%
|
||||||||||
GENERAL
AND ADMINSTRATIVE EXPENSES
|
1,961,195
|
249.8
|
%
|
4,160,601
|
769.2
|
%
|
||||||||||
LOSS
ON SETTLEMENT OF LITIGATION
|
4,903,949
|
624.6
|
%
|
740,849
|
137.0
|
%
|
||||||||||
OTHER
INCOME (EXPENSE)
|
(41,097,931
|
)
|
-5234.7
|
%
|
(14,859,951
|
)
|
-2747.1
|
%
|
||||||||
NET
INCOME (LOSS)
|
$
|
(49,640,954
|
)
|
-6322.8
|
%
|
$
|
(27,710,718
|
)
|
-5122.8
|
%
|
Nine months ended September 30,
|
||||||||
2009
|
2008
|
|||||||
Net
cash used in operating activities
|
$
|
(3,059,608
|
)
|
$
|
(3,772,675
|
)
|
||
Net
cash used in investing activities
|
(7,538
|
)
|
(174,017
|
)
|
||||
Net
cash provided by financing activities
|
3,308,000
|
2,790,122
|
||||||
Net
increase (decrease) in cash and cash equivalents
|
240,854
|
(1,156,570
|
)
|
|||||
Cash
and cash equivalents at the end of the period
|
$
|
1,057,758
|
$
|
9,546
|
·
|
On
December 18, 2008, we entered into a license agreement with an
Ireland-based investor, Transition Holdings Inc. (“Transition”), for
certain of our non-core technology. Under the agreement, Transition agreed
to acquire a license to the technology for $3.5 million in cash. As of
September 30, 2009, we received the entire $3.5 million in cash under this
agreement.
|
|
·
|
On
March 30, 2009, we entered into a license agreement with CHA under which
we will license our RPE technology, for the treatment of diseases of the
eye, to CHA for development and commercialization exclusively in Korea. We
are eligible to receive up to a total of $1.9 million in fees based upon
the parties achieving certain milestones, including us making an IND
submission to the US FDA to commence clinical trials in humans using the
technology. We received an up-front fee under the license in the amount of
$1,100,000. Under the agreement, CHA will incur all of the cost associated
with the RPA clinical trials in Korea. The agreement is part of the joint
venture between the two companies.
|
|
·
|
On
March 11, 2009, we entered into a $5 million credit facility (“Facility”)
with a life sciences fund. Under the agreement, the proceeds from the
Facility must be used exclusively for us to file an investigational new
drug (“IND”) for our retinal pigment epithelium (“RPE”) program, and will
allow us to complete both Phase I and Phase II studies in humans. An IND
is required to commence clinical trials. Under the terms of the agreement,
we may draw down funds, as needed for clinical development of the RPE
program, from the investor through the issuance of Series A-1 convertible
preferred stock. The preferred stock pays dividends, in kind of preferred
stock, at an annual rate of 10%, matures in four years from the initial
issuance date, and is convertible into common stock at $0.75 per share. On
October 19, 2009, we entered into two letter agreements with Volation Life
Sciences Capital Partners, LLC (“Volation”) (See Note 10), pursuant to
which (i) the Company reduced the conversion price of its outstanding
Series A-1 convertible preferred stock issued to Volation to $.10 per
share resulting in 22,880,000 shares of Common Stock upon conversion, (ii)
issued Volation 2,500,000 shares of its Common Stock at $0.10 per share in
payment of an outstanding commitment fee, and (iii) Volation waived the
delinquency in non-payment of the $250,000 commitment fee
required pursuant to the preferred stock purchase agreement between the
Company and Volation.
|
|
·
|
On
May 13, 2009, the Company entered into another license
agreement with CHA under which the Company will license its proprietary
“single blastomere technology,” which has the potential to generate stable
cell lines, including RPE for the treatment of diseases of the eye, for
development and commercialization exclusively in Korea. We received an
upfront license fee of $300,000.
|
|
·
|
On
July 29, 2009, we entered into a consent, amendment and exchange agreement
with holders of our outstanding convertible debentures and warrants, which
were issued in private placements in 2005, 2006, 2007 and 2008. We agreed
to issue to each debenture holder in exchange for the holder’s debenture
an amended and restated debenture in a principal amount equal to the
principal amount of the holder’s debenture times 1.35 minus any interest
paid thereon. The conversion price under the amended and restated
debentures was reduced to $0.10, subject to certain customary
anti-dilution adjustments. The maturity date under the amended and
restated debentures was extended until December 30, 2010. The amended and
restated debentures bear interest at 12% per annum. Further, we agreed to
issue to each holder in exchange for the holder’s warrants amended and
restated warrants, as well as additional warrants exercisable into
79,076,873 shares of our common stock for a total of warrants exercisable
into 192,172,519 shares of common stock, both warrants containing a
reduced exercise price of $0.10, subject to certain customary
anti-dilution adjustments. The termination date under the amended and
restated warrants was extended until June 30, 2014. Simultaneously with
the signing of this agreement, we and the debenture holders entered into a
standstill and forbearance agreement, whereby the debenture holders agreed
to forbear from exercising their rights and remedies under the original
debentures and transaction documents.
|
|
·
|
During
September 2009, we received $1,020,000 under its convertible promissory
notes with JMJ Financial, originally executed on February 14,
2008.
|
|
·
|
On October
19, 2009, we entered into two letter agreements with Volation Life
Sciences Capital Partners, LLC (“Volation”), pursuant to which
(i) we reduced the conversion price of our outstanding Series A-1
convertible preferred stock issued to Volation to $.10 per share resulting
in 22,880,000 shares of Common Stock upon conversion, (ii) issued Volation
2,500,000 shares of our Common Stock at $0.10 per share in payment of an
outstanding commitment fee, and (iii) Volation waived the delinquency
in non-payment of the $250,000 commitment fee required pursuant
to the preferred stock purchase agreement between us and
Volation.
|
·
|
In
connection with an amendment to an agreement between us and JMJ Financial,
on October 1, 2009, we borrowed $1,000,000 and issued a convertible
promissory note for $1,200,000. We shall pay a one-time
interest payment of 10% of the principal of the promissory note which is
due on the maturity date of the promissory note, which is October 1,
2012. The promissory note is convertible into shares of
our common stock at a conversion price of the lesser of (i) $.25 per share
or (ii) eighty percent of the average of the three lowest trade prices in
the 20 trading days prior to the conversion.
|
|
·
|
In
connection with an amendment to an agreement between us and JMJ Financial,
on October 1, 2009, we borrowed $1,000,000 and issued a secured &
collateralized promissory note. We shall pay a one-time interest payment
of 12% of the principal of the promissory note which is due on the
maturity date of the promissory note, which is October 1,
2012.
|
|
·
|
On
November 2, 2009 (“Effective Date”), we entered into a preferred stock
purchase agreement with Optimus Life Sciences Capital Partners, LLC
(“Investor”). Pursuant to the purchase agreement, the Company agreed to
sell, and the Investor agreed to purchase, in one or more purchases from
time to time (“Tranches”) in the Company’s sole discretion (subject to the
conditions set forth therein), (i) up to 1,000 shares of Series B
Preferred Stock (the “Preferred Shares”) at a purchase price of $10,000
per share, for an aggregate purchase price of up to $10,000,000, and (ii)
five-year warrants (the “Optimus Warrants”) to purchase shares of the
Company’s common stock, with an aggregate exercise price equal to 135% of
the purchase price paid by the Investor, at an exercise price per share
equal to the closing bid price of the Company’s common stock on the date
the Company provides notice of such Tranche. The Optimus
Warrants were issued on the Effective Date to Optimus CG II Ltd.,
Optimus’s designee, and will vest and become exercisable in replacement of
a five-year warrant to purchase 119,469,027 shares of common stock with an
exercise price per share of $0.113 the Company issued on the Effective
Date (which may only be exercised for such number of shares of common
stock equal in amount to 135% of the cumulative purchase price paid by the
Investor). The business purpose of exchanging the warrants to be issued
with each Tranche for the warrants originally issued on November 2, 2009,
is to enable the holder to have separate instruments for the vested
portion of the warrants, and to allow the parties to more easily track the
warrants that are vested. Rather than being required to track
these potential multiple combinations of numbers, the parties believed
that it would be simpler to adopt the “replacement” warrant
process. The process is comparable to what happens when a
warrant holder exercises only a portion of an existing warrant, or anytime
a holder divides a warrant into two or more separate instruments that
together represent all of the rights embodied in the original
instrument. For these reasons, we do not believe that the
“replacement warrant” should be viewed as a newly issued warrant, but
rather as a replacement issued as a substitute for a portion of the
previously issued warrant that was
surrendered.
|
·
|
On
November 12, 2009, we entered into a subscription agreement (the
“Subscription Agreement”) with the subscribers (the “Subscribers”).
Pursuant to the subscription agreement, we agreed to sell, and the
subscribers agreed to purchase, subject to the terms and conditions
therein, promissory notes in the principal amount of a minimum of
$2,400,000, for a purchase price of a minimum of $2,000,000 (the “Notes”).
The Notes will be convertible into shares of our common stock at a
conversion price of $0.10. The initial closing under the Subscription
Agreement occurred on November 12, 2009, pursuant to which, we sold Notes
in the principal amount of $1,662,000, for a purchase price of $1,385,000,
and issued 11,080,000 Class A Warrants and Additional Investment Rights
for the purchase of (a) up to $3,324,000 principal amount of AIR Notes for
a purchase price of up to $2,770,000 and (b) up to 22,160,000 Class B
Warrants. In addition, on November 13, 2009, we sold Notes in the
principal amount of $441,000 for a purchase price of $367,500 (including
$67,500 paid for in forgiveness of legal fees owed to a subscriber) and
issued Additional Investment Rights for the purchase of (a) up to $882,000
principal amount of Notes for a purchase price of up to $735,000 and (b)
up to 5,880,000 Class B Warrants. The closing that occurred on November
13, 2009 was deemed part of the initial
closing.
|
2008
|
2007
|
|||||||||||||||
%
of
|
%
of
|
|||||||||||||||
Amount
|
Revenue
|
Amount
|
Revenue
|
|||||||||||||
Revenue
|
$
|
787,106
|
100.0
|
%
|
$
|
647,349
|
100.0
|
%
|
||||||||
Cost
of Revenue
|
765,769
|
97.3
|
%
|
428,913
|
66.3
|
%
|
||||||||||
Gross
profit
|
21,337
|
2.7
|
%
|
218,436
|
33.7
|
%
|
||||||||||
Research
and development expenses and Grant reimbursements
|
8,530,408
|
1083.8
|
%
|
16,772,470
|
2590.9
|
%
|
||||||||||
General
and administrative expenses
|
5,009,418
|
636.4
|
%
|
6,781,705
|
1047.6
|
%
|
||||||||||
Non-operating
income (expense):
|
(20,385,024
|
)
|
-2589.9
|
%
|
7,437,014
|
1148.8
|
%
|
|||||||||
Net
loss
|
$
|
(33,903,513
|
)
|
-4307.4
|
%
|
$
|
(15,898,725
|
)
|
-2456.0
|
%
|
2008
|
2007
|
|||||||
Net
cash used in operating activities
|
$
|
(2,964,820
|
)
|
$
|
(16,031,464
|
)
|
||
Net
cash used in investing activities
|
(174,514
|
)
|
(139,873
|
)
|
||||
Net
cash provided by financing activities
|
2,790,122
|
8,648,117
|
||||||
Net
decrease in cash and cash equivalents
|
(349,212
|
)
|
(7,523,220
|
)
|
||||
Cash
and cash equivalents at the end of the period
|
$
|
816,904
|
$
|
1,166,116
|
Calendar
Quarter
|
High
Bid
|
Low
Bid
|
||||||
2007
First Quarter
|
$
|
1.19
|
$
|
0.54
|
||||
2007
Second Quarter
|
$
|
1.10
|
$
|
0.32
|
||||
2007
Third Quarter
|
$
|
0.52
|
$
|
0.26
|
||||
2007
Fourth Quarter
|
$
|
0.31
|
$
|
0.15
|
||||
2008
First Quarter
|
$
|
0.25
|
$
|
0.14
|
||||
2008
Second Quarter
|
$
|
0.13
|
$
|
0.06
|
||||
2008
Third Quarter
|
$
|
0.07
|
$
|
0.01
|
||||
2008
Fourth Quarter
|
$
|
0.05
|
$
|
0.02
|
||||
2009
First Quarter
|
$
|
0.29
|
$
|
0.04
|
||||
2009
Second Quarter
|
$
|
0.26
|
$
|
0.10
|
||||
2009
Third Quarter
|
$
|
0.24
|
$
|
0.11
|
||||
2009
Fourth Quarter (as of December
21, 2009)
|
$
|
0.14
|
$
|
0.09
|
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
|
Weighted
average exercise price of outstanding options, warrants and
rights
|
Number
of securities remaining available for issuance under equity complensation
plans (excluding securities reflected in column
(a))
|
||||||||||
(a)
|
(b)
|
(c)
|
|||||||||||
Equity
compensation plans approved by security holders
|
28,986,853 | (1) | $ | 0.32 | 119,325,558 | (2) | |||||||
Equity
compensation plans not approved by security holders
|
5,930,391 | 0.50 | - | ||||||||||
Total
|
34,917,244 | 0.35 | 119,325,558 | ||||||||||
(1)
Awards for 2,492,000 options have been issued under the Advanced Cell
Technology, Inc. 2004 Stock Option Plan I ("2004 Plan 1"), 1,301,161
options have been issued
|
||||||||
under
the Advanced Cell Technology, Inc. 2004 Stock Option Plan II ("2004 Plan
2" and together with the 2004 Plan I, the "2004 ACT Plans"), and
26,881,692 options have been
|
||||||||
issued
under the 2005 Stock Plan.
|
||||||||
(2)
This number included 308,000 shares available under the 2004 Plan I and
15,722,589 shares available under the 2005 Stock
Plan.
|
||||||||
Name
|
Age
|
Position
|
||
William
M. Caldwell, IV
|
61
|
Chief
Executive Officer and Chairman of the Board of
Directors
|
||
Robert
P. Lanza M.D.
|
52
|
Chief
Scientific Officer
|
||
Alan
C. Shapiro, Ph.D.
|
63
|
Member
of the Board of Directors
|
||
Erkki
Ruoslahti, M.D., Ph.D.
|
68
|
Member
of the Board of Directors
|
||
Gary
Rabin
|
43
|
Member
of the Board of Directors
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
All
Other Compensation
|
Total
|
||||||||||||||||||||
Name and Principal Position
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
||||||||||||||||||
William
M. Caldwell, IV
|
2009
|
382,500
|
40,000
|
-
|
131,826
|
1,879
|
(1)
|
556,205
|
|||||||||||||||||
Chief
Executive Officer and
|
2008
|
350,000
|
-
|
-
|
-
|
995
|
(1)
|
350,995
|
|||||||||||||||||
Chairman
of the Board of Directors
|
|||||||||||||||||||||||||
Robert
P. Lanza, M.D.,
|
2009
|
311,250
|
81,250
|
-
|
320,515
|
1,524
|
(1)
|
714,539
|
|||||||||||||||||
Chief
Scientific Officer
|
2008
|
290,000
|
35,000
|
-
|
168,237
|
636
|
(1)
|
493,873
|
|||||||||||||||||
Jonathan
F. Atzen
|
2008
|
78,077
|
-
|
93,669
|
1,598
|
3,001
|
(2)
|
176,345
|
|||||||||||||||||
Sr.
Vice President, General
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Counsel
and Secretary (3)
|
·
|
Robert
P. Lanza will continue to serve as the Company’s chief scientific officer,
for a term of two years commencing on October 1, 2009, subject to earlier
termination as provided therein. The term under the Agreement may be
extended by mutual written
agreement.
|
·
|
The
Company will pay Mr. Lanza a base salary of $375,000 per annum, which may
be increased during the term at the sole discretion of the Company’s board
of directors. The Company may also pay Mr. Lanza annual bonuses in the
Company’s sole discretion.
|
·
|
The
Company will recommend to the Company’s board of directors that the
Company issue to Mr. Lanza restricted common stock in an amount equal to
the greater of (a) 20,000,000 shares or (b) 3% of any newly authorized
employee stock pool. Such issuance will be made by no later than the
January 2010 meeting of the board of
directors.
|
·
|
If
Mr. Lanza’s employment under the Agreement is terminated by the Company
without cause (as defined therein), the Company will pay Mr. Lanza
severance of one year’s base
salary.
|
Fees Earned
|
Stock
|
Option
|
All Other
|
||||||||||||||||||
or Paid in Cash
|
Awards
|
Awards
|
Compensation
|
Total
|
|||||||||||||||||
Name and Principal Position
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
|||||||||||||||
Alan
C. Shapiro, Ph.D.
|
2009
|
72,188
|
-
|
-
|
-
|
72,188
|
|||||||||||||||
Erkki
Ruoslahti, M.D., Ph.D.
|
2009
|
105,850
|
-
|
-
|
-
|
105,850
|
|||||||||||||||
Gary
Rabin
|
2009
|
141,250
|
-
|
-
|
-
|
141,250
|
Number of
|
Number of
|
||||||||||||||
Securities
|
Securities
|
||||||||||||||
Underlying
|
Underlying
|
Option
|
Option
|
||||||||||||
Unexercised
|
Unexercised
|
Exercise
|
Expiration
|
||||||||||||
Options (#)
|
Options (#)
|
Price
|
Date
|
||||||||||||
Name
|
Exercisable
|
Unexercisable
|
($)
|
($)
|
|||||||||||
William
M. Caldwell, IV
|
651,161 | (1) | - | 0.25 |
12/31/2014
|
||||||||||
Chief
Executive Officer and
|
1,903,112 | (1) | - | 0.85 |
1/31/2015
|
||||||||||
Chairman
of the Board of Directors
|
1,383,565 | (2) | 1,170,708 | 0.098 |
11/13/2019
|
||||||||||
Robert
P. Lanza, M.D.,
|
750,000 | (3) | - | 0.05 |
8/12/2014
|
||||||||||
Chief
Scientific Officer
|
500,000 | (4) | - | 0.85 |
1/31/2015
|
||||||||||
250,000 | (3) | - | 2.2 |
9/15/2015
|
|||||||||||
1,896,552 | (5) | 2,103,448 | 0.21 |
2/7/2018
|
|||||||||||
2,897,917 | (6) | 2,452,083 | 0.098 |
11/13/2019
|
(1)
|
These
options held by Mr. Caldwell vested in full as of December 31,
2008.
|
||||||||||||
(2)
|
These
options held by Mr. Caldwell vest as follows: 50% of the shares vest
immediately with the remaining vesting at 1/12 per
month.
|
||||||||||||
(3)
|
These
options held by Dr. Lanza vested in full as of December 31,
2006.
|
||||||||||||
(4)
|
These
options held by Dr. Lanza vested in full as of January 31,
2009.
|
||||||||||||
(5)
|
These
options held by Dr. Lanza vest in equal monthly installments over
48 months.
|
||||||||||||
(6)
|
These
options held by Dr. Lanza vest as follows: 50% of the shares vest
immediately with the remaining vesting at 1/12 per
month.
|
Number of
|
||||||||
Shares
|
||||||||
Beneficially
|
||||||||
Name and Address
of Beneficial Owner (1)
|
Owned
|
Percentage
(2)
|
||||||
5%
or Greater Stockholders
|
||||||||
None
|
||||||||
Directors
and Named Executive Officers
|
||||||||
William
M. Caldwell, IV
|
2,801,021
|
(3)
|
*
|
|||||
Robert
P. Lanza, M.D.
|
2,686,135
|
(4)
|
*
|
|||||
Alan
C. Shapiro
|
6,129,432
|
(5)
|
*
|
|||||
Erkki
Ruoslahti
|
120,086
|
(6)
|
*
|
|||||
Gary
Rabin
|
1,862,960
|
(7)
|
*
|
|||||
Directors
and Executive Officers as a Group ( 5 Persons)
|
13,599,634
|
2.18
|
%
|
(1)
|
Except
as otherwise indicated, the address of each beneficial owner is c/o
Advanced Cell Technology, Inc., 381 Plantation Street, Worcester, MA
01605.
|
(2)
|
Applicable
percentage ownership is based on 613,885,468 shares of Common Stock
outstanding as of November 10, 2009, together with securities exercisable
or convertible into shares of Common Stock within 60 days of November 10,
2009 for each stockholder. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and
generally includes voting or investment power with respect to
securities. Shares of Common Stock that are currently exercisable or
exercisable within 60 days of November 10, 2009 are deemed to be
beneficially owned by the person holding such securities for the purpose
of computing the percentage of ownership of such person, but are not
treated as outstanding for the purpose of computing the percentage
ownership of any other person.
|
(3)
|
Includes
2,554,273 shares issuable upon exercise of stock options that are
currently exercisable or exercisable within 60 days of November 10, 2009
that are held directly by Mr.
Caldwell.
|
(4)
|
Includes
2,386,135 shares issuable upon exercise of stock options that are
currently exercisable or exercisable within 60 days of November 10,
2009.
|
(5)
|
Includes
(i) indirect ownership of 1,682,346 shares and 2,565,778 shares issuable
upon conversion of convertible debentures held by The Shapiro Family Trust
and of which Dr. Shapiro may be deemed the beneficial owner, (ii)
1,694,245 shares issuable upon exercise of warrants held by The Shapiro
Family Trust and of which Dr. Shapiro may be deemed the beneficial owner,
and (iii) 100,000 shares issuable upon exercise of stock options that are
currently exercisable or exercisable within 60 days of November 10,
2009.
|
(6)
|
Includes
100,000 shares issuable upon exercise of stock options that are currently
exercisable or exercisable within 60 days of November 10,
2009.
|
(7)
|
Includes
indirect ownership of 1,862,960 shares issuable upon exercise of certain
warrants and upon conversion of the debentures held by PDP I, LLC, which
such number of shares represents Mr. Rabin's proportional interest in the
total number of shares held by PDP I, LLC, based on his 33.33% equity
interest in the entity.
|
·
|
Any
of our directors or officers,
|
·
|
Any
person proposed as a nominee for election as a
director,
|
·
|
Any
person who beneficially owns, directly or indirectly, shares carrying more
than 5% of the voting rights attached to our outstanding shares of common
stock,
|
·
|
Any
of our promoters, and
|
·
|
Any
relative or spouse of any of the foregoing persons who has the same house
as such person.
|
September 30,
|
December 31,
|
|||||||
2009
|
2008
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash
and cash equivalents
|
$
|
1,057,758
|
$
|
816,904
|
||||
Accounts
receivable
|
-
|
261,504
|
||||||
Prepaid
expenses
|
55,466
|
32,476
|
||||||
Deposits
|
2,170
|
-
|
||||||
Deferred
royalty fees, current portion
|
182,198
|
182,198
|
||||||
Total
current assets
|
1,297,592
|
1,293,082
|
||||||
Property
and equipment, net
|
182,055
|
400,008
|
||||||
Investment
in joint venture
|
-
|
225,200
|
||||||
Deferred
royalty fees, less current portion
|
522,840
|
659,488
|
||||||
Deferred
issuance costs, net of amortization of $603,448 and
$8,666,387
|
4,377,553
|
-
|
||||||
TOTAL
ASSETS
|
$
|
6,380,040
|
$
|
2,577,778
|
||||
LIABILITIES AND STOCKHOLDERS'
DEFICIT
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Accounts
payable
|
$
|
6,835,891
|
$
|
8,287,786
|
||||
Accrued
expenses
|
1,425,513
|
2,741,591
|
||||||
Accrued
default interest
|
-
|
3,717,384
|
||||||
Deferred
revenue, current portion
|
992,664
|
834,578
|
||||||
Advances
payable, other
|
130,000
|
130,000
|
||||||
2005
Convertible debenture and embedded derivatives, net of discounts of $0 and
$0
|
-
|
85,997
|
||||||
2006
Convertible debenture and embedded derivatives (fair value $0 and
$1,993,354)
|
-
|
1,993,354
|
||||||
2007
Convertible debenture and embedded derivatives (fair value $0 and
$7,706,344)
|
-
|
7,706,344
|
||||||
February
2008 Convertible promissory note and embedded derivatives (fair value $0
and $1,757,470)
|
-
|
1,757,470
|
||||||
April
2008 Convertible debenture and embedded derivatives (fair value $0 and
$4,066,505)
|
-
|
4,066,505
|
||||||
Amended
and restated convertible debentures, current portion, net of discounts of
$1,240,575 and $0, respectively
|
12,849,395
|
-
|
||||||
Amended
and restated convertible promissory note, current portion, net of
discounts of $225,827 and $0, respectively
|
857,861
|
-
|
||||||
Warrant
derivative liabilities
|
25,003,235
|
2,655,849
|
||||||
Embedded
conversion option liabilities
|
17,605,348
|
-
|
||||||
Deferred
joint venture obligations, current portion
|
94,412
|
167,335
|
||||||
Short
term capital leases
|
12,955
|
12,955
|
||||||
Notes
payable, other
|
468,425
|
468,425
|
||||||
Total
current liabilities
|
66,275,699
|
34,625,573
|
||||||
Amended
and restated debentures, less current portion, net of discounts of
$283,465 and $0, respectively
|
2,936,018
|
-
|
||||||
Deferred
joint venture obligations, less current portion
|
11,232
|
63,473
|
||||||
Deferred
revenue, less current portion
|
5,924,518
|
3,817,716
|
||||||
Total
liabilities
|
75,147,467
|
38,506,762
|
||||||
Series
A-1 Convertible Preferred Stock, $0.001 par value; 50,000,000 shares
authorized,
|
||||||||
229
and 0 shares issued and outstanding; aggregate liquidation value, net of
discounts: $2,372,209 and $0, respectively
|
2,050,471
|
-
|
||||||
Commitments
and contingencies
|
-
|
-
|
||||||
STOCKHOLDERS'
DEFICIT:
|
||||||||
Common
stock, $0.001par value; 1,750,000,000 shares authorized,
|
||||||||
547,964,766
and 429,448,381 issued and outstanding
|
547,964
|
429,448
|
||||||
Additional
paid-in capital
|
68,092,696
|
53,459,172
|
||||||
Accumulated
deficit
|
(139,458,558
|
)
|
(89,817,604
|
)
|
||||
Total
stockholders' deficit
|
(70,817,898
|
)
|
(35,928,984
|
)
|
||||
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$
|
6,380,040
|
$
|
2,577,778
|
Three
Months Ended September 30,
|
Nine
Months Ended September 30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Revenue (License fees
and royalties)
|
$
|
248,141
|
$
|
242,195
|
$
|
785,112
|
$
|
540,926
|
||||||||
Cost
of Revenue
|
108,049
|
95,180
|
324,148
|
406,094
|
||||||||||||
Gross
profit
|
140,092
|
147,015
|
460,964
|
134,832
|
||||||||||||
Operating
expenses:
|
||||||||||||||||
Research
and development
|
700,818
|
1,434,896
|
2,275,683
|
8,189,318
|
||||||||||||
Grant
reimbursements
|
-
|
-
|
(136,840
|
)
|
(105,169
|
)
|
||||||||||
General
and administrative expenses
|
453,561
|
594,663
|
1,961,195
|
4,160,601
|
||||||||||||
Loss
on settlement of litigation
|
110,000
|
740,849
|
4,903,949
|
740,849
|
||||||||||||
Total
operating expenses
|
1,264,379
|
2,770,408
|
9,003,987
|
12,985,599
|
||||||||||||
Loss
from operations
|
(1,124,287
|
)
|
(2,623,393
|
)
|
(8,543,023
|
)
|
(12,850,767
|
)
|
||||||||
Non-operating
income (expense):
|
||||||||||||||||
Interest
income
|
371
|
70
|
2,129
|
8,236
|
||||||||||||
Interest
expense and late fees
|
(2,354,537
|
)
|
(13,740,858
|
)
|
(3,890,447
|
)
|
(26,488,148
|
)
|
||||||||
Charges
related to issuance of 2008 convertible debentures
|
-
|
-
|
-
|
(1,217,342
|
)
|
|||||||||||
Income
related to repricing of 2006 and 2007 convertible debentures and
warrants
|
-
|
-
|
-
|
847,588
|
||||||||||||
Adjustments
to fair value of derivatives
|
36,754,306
|
3,762,539
|
(788,680
|
)
|
11,989,715
|
|||||||||||
Losses
attributable to equity method investment
|
-
|
-
|
(144,438
|
)
|
-
|
|||||||||||
Loss
on extinguishment of convertible debentures and note
|
(34,480,127
|
)
|
-
|
(36,276,495
|
)
|
-
|
||||||||||
Total
non-operating income (expense)
|
(79,987
|
)
|
(9,978,249
|
)
|
(41,097,931
|
)
|
(14,859,951
|
)
|
||||||||
Loss
before income tax
|
(1,204,274
|
)
|
(12,601,642
|
)
|
(49,640,954
|
)
|
(27,710,718
|
)
|
||||||||
Income
tax
|
-
|
-
|
-
|
-
|
||||||||||||
Net
loss
|
$
|
(1,204,274
|
)
|
$
|
(12,601,642
|
)
|
$
|
(49,640,954
|
)
|
$
|
(27,710,718
|
)
|
||||
Weighted
average shares outstanding :
|
||||||||||||||||
Basic
|
501,293,320
|
194,417,191
|
477,394,516
|
148,070,055
|
||||||||||||
Diluted
|
501,293,320
|
194,417,191
|
477,394,516
|
148,070,055
|
||||||||||||
Loss
per share:
|
||||||||||||||||
Basic
|
$
|
(0.00
|
)
|
$
|
(0.06
|
)
|
$
|
(0.10
|
)
|
$
|
(0.19
|
)
|
||||
Diluted
|
$
|
(0.00
|
)
|
$
|
(0.06
|
)
|
$
|
(0.10
|
)
|
$
|
(0.19
|
)
|
Additional
|
Total
|
|||||||||||||||||||
Common
Stock
|
Paid-in
|
Accumulated
|
Stockholders'
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||
Balance
December 31, 2008
|
429,448,381
|
$
|
429,448
|
$
|
53,459,172
|
$
|
(89,817,604
|
)
|
$
|
(35,928,984
|
)
|
|||||||||
Convertible
debentures redemptions
|
12,627,425
|
12,627
|
1,250,115
|
1,262,742
|
||||||||||||||||
Convertible
debenture and promissory note conversions
|
41,608,113
|
41,608
|
3,140,191
|
3,181,799
|
||||||||||||||||
Option
compensation charges
|
277,351
|
277,351
|
||||||||||||||||||
Issuance
of stock in settlement of accounts payable
|
39,380,847
|
39,381
|
5,259,767
|
5,299,148
|
||||||||||||||||
Issuance
of stock in payment of debt issue costs for preferred stock credit
facility
|
24,900,000
|
24,900
|
4,706,100
|
4,731,000
|
||||||||||||||||
Net
loss for the nine months ended September 30, 2009
|
(49,640,954
|
)
|
(49,640,954
|
)
|
||||||||||||||||
Balance
September 30, 2009
|
547,964,766
|
$
|
547,964
|
$
|
68,092,696
|
$
|
(139,458,558
|
)
|
$
|
(70,817,898
|
)
|
Nine Months Ended September 30,
|
||||||||
2009
|
2008
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
loss
|
$
|
(49,640,954
|
)
|
$
|
(27,710,718
|
)
|
||
Adjustments
to reconcile net loss to net cash
|
||||||||
used
in operating activities:
|
||||||||
Depreciation
and amortization
|
304,083
|
312,672
|
||||||
Write-off
of uncollectible accounts receivable
|
-
|
25,000
|
||||||
Amortization
of deferred charges
|
136,648
|
528,593
|
||||||
Amortization
of deferred revenue
|
(785,112
|
)
|
(553,355
|
)
|
||||
Redeemable
preferred stock dividend accrual
|
84,209
|
-
|
||||||
Stock
based compensation
|
277,351
|
768,193
|
||||||
Amortization
of deferred issuance costs
|
603,447
|
4,792,087
|
||||||
Amortization
of discounts
|
1,805,531
|
17,458,660
|
||||||
Loss
on extinguishment of convertible debentures and note
|
36,276,495
|
-
|
||||||
Adjustments
to fair value of derivatives
|
788,680
|
(11,989,715
|
)
|
|||||
Charges
related to issuance of February 2008 convertible notes
|
-
|
685,573
|
||||||
Charges
related to issuance of April 2008 convertible notes
|
-
|
531,769
|
||||||
Repricing
of 2006 and 2007 convertible debentures and warrants
|
-
|
(847,588
|
)
|
|||||
Shares
of common stock issued for services
|
-
|
9,496
|
||||||
Warrants
issued for consulting services
|
-
|
155,281
|
||||||
Charges
related to settlement of anti-dilution provision
|
-
|
15,581
|
||||||
Issuance
of note for services received
|
-
|
750,000
|
||||||
Shares
of common stock issued for financing costs
|
-
|
697,834
|
||||||
Non-cash
rent expense
|
-
|
254,231
|
||||||
Forfeiture
of rent deposits
|
-
|
88,504
|
||||||
Loss
on settlement of litigation
|
4,903,949
|
740,849
|
||||||
Loss
attributable to investment in joint venture
|
144,438
|
-
|
||||||
Amortization
of deferred joint venture obligations
|
(125,164
|
)
|
-
|
|||||
(Increase)
/ decrease in assets:
|
||||||||
Accounts
receivable
|
261,504
|
(4,767
|
)
|
|||||
Prepaid
expenses
|
(22,990
|
)
|
(1,626
|
)
|
||||
Increase
/ (decrease) in current liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
(2,433,053
|
)
|
5,065,128
|
|||||
Accrued
interest
|
1,311,330
|
3,535,643
|
||||||
Deferred
revenue
|
3,050,000
|
920,000
|
||||||
Net
cash used in operating activities
|
(3,059,608
|
)
|
(3,772,675
|
)
|
||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Purchases
of property and equipment
|
(5,368
|
)
|
(174,017
|
)
|
||||
Payment
of deposits
|
(2,170
|
)
|
-
|
|||||
Net
cash used in investing activities
|
(7,538
|
)
|
(174,017
|
)
|
||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds
from issuance of convertible notes
|
1,020,000
|
2,182,432
|
||||||
Payments
on notes and leases
|
-
|
(18,650
|
)
|
|||||
Proceeds
from notes payable
|
-
|
630,000
|
||||||
Payment
for issuance costs on note payable
|
-
|
(3,660
|
)
|
|||||
Proceeds
from issuance of Series A-1 convertible preferred stock
|
2,288,000
|
-
|
||||||
Net
cash provided by financing activities
|
3,308,000
|
2,790,122
|
||||||
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
240,854
|
(1,156,570
|
)
|
|||||
CASH
AND CASH EQUIVALENTS, BEGINNING BALANCE
|
816,904
|
1,166,116
|
||||||
CASH
AND CASH EQUIVALENTS, ENDING BALANCE
|
$
|
1,057,758
|
$
|
9,546
|
||||
CASH
PAID FOR:
|
||||||||
Interest
|
$
|
-
|
$
|
2,504
|
||||
Income
taxes
|
$
|
514
|
$
|
-
|
||||
SUPPLEMENTAL
DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
|
||||||||
Issuance
of 12,627,425 and 59,805,820 shares of common stock in redemption of
convertible debentures
|
$
|
1,262,742
|
$
|
5,307,226
|
||||
Issuance
of 41,608,113 and 38,100,654 shares of common stock in conversion of
convertible debentures
|
$
|
3,181,799
|
$
|
5,915,442
|
||||
Issuance
of 24,900,000 shares of common stock in payment convertible preferred
stock issuance costs
|
$
|
4,731,000
|
$
|
-
|
||||
Issuance
of 39,380,847 shares of common stock in settlement of
litigation
|
$
|
5,299,148
|
$
|
-
|
||||
Issuance
of 70,503 shares of common stock to settle an anti-dilution provision
feature of convertible debenture
|
$
|
-
|
$
|
15,581
|
||||
Issuance
of 1,200,000 shares of common stock upon exercise of employee stock
options
|
$
|
-
|
$
|
60,000
|
·
|
On
March 30, 2009, the Company entered into a license agreement with CHA Bio
& Diostech Co., Ltd . (“CHA”) under which
the Company will license its retinal pigment epithelium (“RPE”)
technology, for the treatment of diseases of the eye, to CHA for
development and commercialization exclusively in Korea. The Company is
eligible to receive up to a total of $1.9 million in fees based upon the
parties achieving certain milestones, including the Company making an IND
submission to the US FDA to commence clinical trials in humans using the
technology. The Company received an up-front fee under the license in the
amount of $1,100,000 during the nine months ended September 30, 2009.
Under the agreement, CHA will incur all of the costs associated with the
RPA clinical trials in Korea. The agreement is part of continuing
cooperation and collaboration between the two companies. See Note
3.
|
·
|
On
March 11, 2009, the Company entered into a $5 million credit facility
(“Facility”) with a life sciences fund. Under the terms of the agreement,
the Company may draw down funds from the investor through the issuance of
Series A-1 redeemable convertible preferred stock. The preferred stock
pays dividends, in kind of preferred stock, at an annual rate of 10%,
matures in four years from the initial issuance date, and is convertible
anytime into common stock at $0.75 per share. As of November 3, 2009, the
Company has drawn down approximately $2,288,000 on this facility. See Note
10. On October 19, 2009, the Company entered into two letter agreements
with Volation Life Sciences Capital Partners, LLC (“Volation”) (See Note
10), pursuant to which (i) the Company reduced the conversion price of its
outstanding Series A-1 convertible preferred stock issued to Volation to
$.10 per share resulting in 22,880,000 shares of Common Stock upon
conversion, (ii) issued Volation 2,500,000 shares of its Common Stock at
$0.10 per share in payment of an outstanding commitment fee, and (iii)
Volation waived the delinquency in non-payment of the $250,000
commitment fee required pursuant to the preferred stock purchase agreement
between the Company and Volation.
|
·
|
On
May 13, 2009, the Company entered into another license agreement with CHA
under which the Company will license its proprietary “single blastomere
technology,” which has the potential to generate stable cell lines,
including RPE for the treatment of diseases of the eye, for development
and commercialization exclusively in Korea. The Company received an
upfront license fee of $300,000. See Note
3.
|
·
|
On
July 29, 2009, the Company entered into a consent, amendment and exchange
agreement with holders of the Company’s outstanding convertible debentures
and warrants, which were issued in private placements to the 2005, 2006,
2007 and 2008 debentures. The Company agreed to issue to each debenture
holder in exchange for the holder’s debenture an amended and restated
debenture in a principal amount equal to the principal amount of the
holder’s debenture times 1.35 minus any interest paid thereon. The
conversion price under the amended and restated debentures was reduced to
$0.10, subject to certain customary anti-dilution adjustments. The
maturity date under the amended and restated debentures was extended until
December 30, 2010. The amended and restated debentures bear interest at
12% per annum. Further, the Company agreed to issue to each holder in
exchange for the holder’s warrants amended and restated warrants, as well
as additional warrants exercisable into 79,076,873 shares of the Company’s
common stock for a total of warrants exercisable into 192,172,519 shares
of common stock, both warrants containing a reduced exercise price of
$0.10, subject to certain customary anti-dilution adjustments. The
termination date under the amended and restated warrants was extended
until June 30, 2014. Simultaneously with the signing of this agreement,
the Company and the debenture holders entered into a standstill and
forbearance agreement, whereby the debenture holders agreed to forbear
from exercising their rights and remedies under the original debentures
and transaction documents.
|
·
|
During
September 2009, the Company received $1,020,000 under its convertible
promissory notes with JMJ Financial, originally executed on February 14,
2008. See Note 6.
|
|||
·
|
See
Note 16 “Subsequent Events” for additional financing procured through
November 16, 2009.
|
|||
·
|
Management anticipates raising additional future capital from its current convertible debenture holders, or other financing sources, that will be used to fund any capital shortfalls. The terms of any financing will likely be negotiated based upon current market terms for similar financings. No commitments have been received for additional investment and no assurances can be given that this financing will ultimately be completed. | |||
·
|
Management
has focused its scientific operations on product development in order to
accelerate the time to market products which will ultimately generate
revenues. While the amount or timing of such revenues cannot be
determined, management believes that focused development will ultimately
provide a quicker path to revenues, and an increased likelihood of raising
additional financing.
|
|||
·
|
Management will continue to pursue licensing opportunities of the Company’s extensive intellectual property portfolio. |
Machinery
& equipment
|
4
years
|
|
Computer
equipment
|
3
years
|
|
Office
furniture
|
4
years
|
|
Leasehold
improvements
|
Lesser
of lease life or economic life
|
|
Capital
leases
|
Lesser
of lease life or economic life
|
·
|
Level
1 inputs to the valuation methodology are quoted prices for identical
assets or liabilities in active
markets.
|
·
|
Level
2 inputs to the valuation methodology include quoted prices for similar
assets and liabilities in active markets, and inputs that are observable
for the asset or liability, either directly or indirectly, for
substantially the full term of the financial
instrument.
|
·
|
Level
3 inputs to the valuation methodology are unobservable and significant to
the fair value measurement.
|
Fair Value Measurements at
|
||||||||||||||||
|
Fair Value
|
September 30, 2009
|
||||||||||||||
|
As of
|
Using Fair Value Hierarchy
|
||||||||||||||
Derivative Liabilities
|
September 30, 2009
|
Level
1
|
Level
2
|
Level
3
|
||||||||||||
Warrant
derivative liabilities
|
$
|
25,003,235
|
$
|
-
|
25,003,235
|
-
|
||||||||||
Embedded
conversion option liabilities
|
17,605,348
|
-
|
17,605,348
|
-
|
||||||||||||
$
|
42,608,583
|
$
|
-
|
42,608,583
|
-
|
3
Months Ended
|
9
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Genzyme
Transgenics Corporation
|
13%
|
13%
|
12%
|
18%
|
||||||||||||
Exeter
Life Sciences, Inc.
|
12%
|
13%
|
12%
|
17%
|
||||||||||||
Start
Licensing, Inc.
|
10%
|
10%
|
10%
|
14%
|
||||||||||||
Terumo
Corporation
|
**
|
31%
|
13%
|
23%
|
||||||||||||
International
Stem Cell Corporation
|
15%
|
15%
|
*
|
*
|
||||||||||||
Transition
Holdings, Inc.
|
21%
|
**
|
19%
|
**
|
||||||||||||
CHA
Biotech Co., Ltd.
|
11%
|
**
|
*
|
**
|
Current
assets
|
$
|
152,902
|
||
Noncurrent
assets
|
$
|
509,310
|
||
Current
liabilities
|
$
|
296,762
|
||
Noncurrent
liabilities
|
$
|
494,990
|
||
Net
revenue
|
$
|
20,082
|
||
Net
loss
|
$
|
(1,028,792
|
)
|
Balance,
December 31, 2008
|
$
|
225,200
|
||
Losses
attributable to investment
|
(144,438
|
)
|
||
Amortization
of premium
|
(80,762
|
)
|
||
Balance,
September 30, 2009
|
$
|
-
|
December
31, 2008
|
||||
2005
Convertible debenture and embedded derivatives, net of discounts of
$0
|
$
|
85,997
|
||
2006
Convertible debenture and embedded derivatives, fair value
|
1,993,354
|
|||
2007
Convertible debenture and embedded derivatives, fair value
|
7,706,344
|
|||
April
2008 Convertible debenture and embedded derivatives
|
4,066,505
|
|||
Fair
value 2005, 2006, 2007 and 2008 convertible debentures
|
$
|
13,852,200
|
||
Nine
months ended September 30, 2009
|
||||
Convertible
debenture conversions
|
$
|
(3,376,229
|
)
|
|
Change
in fair value of embedded derivatives through July 29,
2009
|
6,823,641
|
|||
Adjustment
to bifurcate embedded derivatives upon adoption of FASB ASC
815
|
||||
on
July 29, 2009
|
(7,629,147
|
)
|
||
Addition
to principal to Alpha Capital
|
110,000
|
|||
Accrued
default interest on 2005, 2006, 2007 and 2008 convertible
debentures,
|
||||
December
31, 2008
|
3,522,964
|
|||
Additional
accrual of default interest through July 29, 2009
|
1,227,181
|
|||
Loss
on extinguishment on July 29, 2009
|
767,778
|
|||
Amortization
of debt discounts
|
487,025
|
|||
September
30, 2009 Balance, Amended and restated convertible
debentures
|
$
|
15,785,413
|
||
Less:
current portion
|
(12,849,395
|
)
|
||
Non-current
portion
|
$
|
2,936,018
|
·
|
Note A: The original issue discount has
been increased by 10%, or $60,000, such that the new principal amount is
$660,000.
|
|
·
|
Note B: The original issue discount has
been increased by 10%, or $120,000, such that the new principal amount is
$1,320,000.
|
·
|
On
March 17, 2008 — $60,000 for a net purchase price of $50,000 (reflecting a
16.66% original issue discount).
|
·
|
On
June 17, 2008 — $60,000 for a net purchase price of $50,000 (reflecting a
16.66% original issue discount).
|
·
|
On
September 8, 2009 — $316,964 for a net purchase price of $250,000
(reflecting a 21.13% original issue
discount).
|
·
|
On
September 30, 2009 — $976,250 for a net purchase price of $770,000
(reflecting a 21.13% original issue
discount).
|
December
31, 2008
|
||||
Fair
value convertible promissory notes, December 31, 2008
|
$
|
1,757,470
|
||
Nine
months ended September 30, 2009
|
||||
Convertible
promissory note conversions
|
$
|
(1,068,312
|
)
|
|
Additional
procceds from convertible promissory notes
|
1,020,000
|
|||
Change
in fair value of embedded derivatives through August 15,
2009
|
(478,521
|
)
|
||
Adjustment
to bifurcate embedded derivatives upon adoption of FASB ASC
815
|
||||
on
August 15, 2009
|
(558,949
|
)
|
||
Accrued
default interest on convertible promissory notes, December 31,
2008
|
194,420
|
|||
Additional
accrual of default interest through August 15, 2009
|
84,151
|
|||
Accrued
convertible promissory note interest through August 15,
2009
|
79,720
|
|||
Gain
on extinguishment on August 15, 2009
|
(249,473
|
)
|
||
Amortization
of debt discounts
|
77,355
|
|||
September
30, 2009 Balance, Amended convertible promissory notes
|
$
|
857,861
|
||
Less:
current portion
|
(857,861
|
)
|
||
Non-current
portion
|
$
|
-
|
|
September 30,
|
December 31,
|
||||||
|
2009
|
2008
|
||||||
Warrants
- 2005 debenture
|
$
|
3,210,163
|
$
|
29,322
|
||||
Warrants
- 2006 debenture
|
4,920,310
|
274,593
|
||||||
Warrants
- 2007 debenture
|
12,026,820
|
737,745
|
||||||
Warrants
- 2008 debenture
|
3,910,760
|
822,043
|
||||||
Other
warrant derivatives
|
935,182
|
792,146
|
||||||
$
|
25,003,235
|
$
|
2,655,849
|
September 30,
|
December 31,
|
|||||||
2009
|
2008
|
|||||||
Amended
and restated 2005 debenture
|
$
|
126,090
|
$
|
-
|
||||
Amended
and restated 2006 debenture
|
2,430,531
|
-
|
||||||
Amended
and restated 2007 debenture
|
8,505,258
|
-
|
||||||
Amended
and restated 2008 debenture
|
5,547,987
|
-
|
||||||
Amended
and restated 2008 convertible promissory note
|
669,529
|
-
|
||||||
Series
A-1 convertible preferred stock
|
325,953
|
-
|
||||||
$
|
17,605,348
|
$
|
-
|
Three Months Ended
September 30, 2009
|
Three Months Ended
September 30, 2008
|
|||||||
Embedded conversion option liability –
2005 debenture
|
$
|
(86,036
|
)
|
$
|
1,030
|
|||
Embedded
conversion option liability – 2006 debenture
|
(1,972,378
|
)
|
68,832
|
|||||
Embedded
conversion option liability – 2007 debenture
|
(10,730,207
|
)
|
(168,902
|
)
|
||||
Embedded
conversion option liability – 2008 convertible promissory
note
|
(436,430
|
)
|
119,913
|
|||||
Embedded
conversion option liability – 2008 debenture
|
(6,342,706
|
)
|
220,290
|
|||||
Embedded
conversion option liability – Series A-1 convertible preferred
stock
|
(295,670
|
)
|
-
|
|||||
Original
warrants 2005 debenture, excluding replacement warrants
|
(956,796
|
)
|
(59,919
|
)
|
||||
2005
debenture - replacement warrants
|
(497,679
|
)
|
(379,198
|
)
|
||||
Warrants
– 2006 debenture
|
(1,603,254
|
)
|
(600,929
|
)
|
||||
Warrants
– 2007 debenture
|
(6,485,510
|
)
|
(1,497,367
|
)
|
||||
Warrants
– 2008 debenture
|
(3,698,252
|
)
|
(991,988
|
)
|
||||
Other
warrant derivatives
|
(3,649,387
|
)
|
(474,301
|
)
|
||||
$
|
(36,754,306
|
)
|
$
|
(3,762,539
|
)
|
Nine Months Ended
September 30, 2009
|
Nine Months Ended
September 30, 2008
|
|||||||
Embedded
conversion option liability – 2005 debenture
|
$
|
(36,214
|
)
|
$
|
(167,827
|
)
|
||
Embedded
conversion option liability – 2006 debenture
|
(1,145,667
|
)
|
(626,959
|
)
|
||||
Embedded
conversion option liability – 2007 debenture
|
(1,651,491
|
)
|
1,132,374
|
|||||
Embedded
conversion option liability – 2008 convertible promissory
note
|
(417,996
|
)
|
(138,719
|
)
|
||||
Embedded
conversion option liability – 2008 debenture
|
(2,720,663
|
)
|
79,185
|
|||||
Embedded
conversion option liability – Series A-1 convertible preferred
stock
|
(26,916
|
)
|
-
|
|||||
Original
warrants 2005 debenture, excluding replacement warrants
|
(588,763
|
)
|
(215,933
|
)
|
||||
2005
debenture - replacement warrants
|
1,930,125
|
(1,336,716
|
)
|
|||||
Warrants
– 2006 debenture
|
2,070,038
|
(2,079,265
|
)
|
|||||
Warrants
– 2007 debenture
|
1,146,755
|
(4,784,154
|
)
|
|||||
Warrants
– 2008 debenture
|
2,878,442
|
(1,808,220
|
)
|
|||||
Other
warrant derivatives
|
(648,969
|
)
|
(2,044,021
|
)
|
||||
$
|
788,680
|
$
|
(11,989,715
|
)
|
|
|
Black-Scholes Assumptions
|
|||||||||||||||||||||
|
|
at Draw Date
|
|||||||||||||||||||||
|
|
||||||||||||||||||||||
Draw
|
Draw
|
Dividend
|
Expected
|
Risk-Free
|
Expected
|
Fair
|
|||||||||||||||||
Amount
|
Date
|
Yield
|
Volatility
|
Rate
|
Life (Yrs)
|
Value
|
|||||||||||||||||
$
|
1,100,000
|
4/6/2009
|
0
|
%
|
190
|
%
|
1.90
|
%
|
4.00
|
$
|
139,985
|
||||||||||||
87,000
|
4/28/2009
|
0
|
%
|
190
|
%
|
1.83
|
%
|
3.94
|
9,951
|
||||||||||||||
105,000
|
5/1/2009
|
0
|
%
|
190
|
%
|
2.03
|
%
|
3.93
|
12,007
|
||||||||||||||
81,036
|
5/19/2009
|
0
|
%
|
190
|
%
|
2.12
|
%
|
3.88
|
12,204
|
||||||||||||||
162,624
|
6/9/2009
|
0
|
%
|
190
|
%
|
2.86
|
%
|
3.83
|
28,428
|
||||||||||||||
131,644
|
6/15/2009
|
0
|
%
|
190
|
%
|
2.75
|
%
|
3.81
|
26,237
|
||||||||||||||
67,457
|
6/26/2009
|
0
|
%
|
190
|
%
|
2.53
|
%
|
3.78
|
20,145
|
||||||||||||||
75,000
|
6/29/2009
|
0
|
%
|
190
|
%
|
2.53
|
%
|
3.77
|
22,386
|
||||||||||||||
54,811
|
7/23/2009
|
0
|
%
|
185
|
%
|
2.60
|
%
|
3.71
|
10,658
|
||||||||||||||
34,224
|
7/23/2009
|
0
|
%
|
185
|
%
|
2.60
|
%
|
3.71
|
6,655
|
||||||||||||||
54,340
|
7/23/2009
|
0
|
%
|
185
|
%
|
2.60
|
%
|
3.71
|
10,566
|
||||||||||||||
40,755
|
7/24/2009
|
0
|
%
|
185
|
%
|
2.57
|
%
|
3.70
|
7,424
|
||||||||||||||
25,000
|
8/3/2009
|
0
|
%
|
185
|
%
|
2.66
|
%
|
3.68
|
4,544
|
||||||||||||||
75,000
|
8/5/2009
|
0
|
%
|
185
|
%
|
2.73
|
%
|
3.67
|
11,806
|
||||||||||||||
75,000
|
8/14/2009
|
0
|
%
|
185
|
%
|
2.73
|
%
|
3.65
|
12,686
|
||||||||||||||
119,109
|
8/28/2009
|
0
|
%
|
185
|
%
|
2.46
|
%
|
3.61
|
17,186
|
||||||||||||||
$
|
2,288,000
|
$
|
352,869
|
September 30,
|
Inception
|
Increase
|
||||||||||
|
2009
|
Dates*
|
(Decrease)
|
|||||||||
Principal
due
|
$
|
2,288,000
|
$
|
2,288,000
|
$
|
-
|
||||||
Accrued
dividend
|
84,209
|
-
|
84,209
|
|||||||||
Debt
discount
|
(321,738
|
)
|
(352,869
|
)
|
31,131
|
|||||||
2,050,471
|
1,935,131
|
115,340
|
||||||||||
Less
current portion
|
-
|
-
|
-
|
|||||||||
Non-current
portion
|
$
|
2,050,471
|
$
|
1,935,131
|
$
|
115,340
|
||||||
Aggregate
liquidation value**
|
2,372,209
|
$
|
2,288,000
|
$
|
199,549
|
Weighted
|
||||||||||||||||
|
Weighted
|
Average
|
Aggregate
|
|||||||||||||
|
Average
|
Remaining
|
Intrinsic
|
|||||||||||||
|
Number of
|
Exercise
|
Contractual
|
Value
|
||||||||||||
|
Warrants
|
Price
|
Life (in years)
|
(000)
|
||||||||||||
Outstanding, December
31, 2008
|
129,397,951
|
$
|
0.26
|
3.23
|
$
|
-
|
||||||||||
Granted
|
79,076,872
|
-
|
||||||||||||||
Exercised
|
-
|
-
|
||||||||||||||
Forfeited
|
(3,049,258
|
)
|
$
|
1.35
|
||||||||||||
Outstanding,
September 30, 2009
|
205,425,565
|
$
|
0.14
|
4.56
|
5,765
|
|||||||||||
Vested
and expected to vest at September 30, 2009
|
205,425,565
|
$
|
0.14
|
4.56
|
5,765
|
|||||||||||
Exercisable,
September 30, 2009
|
205,425,565
|
$
|
0.14
|
4.56
|
5,765
|
Warrants Outstanding
|
Warrants Exercisable
|
||||||||||||||||||||
|
Weighted
|
Weighted
|
Weighted
|
||||||||||||||||||
|
Average
|
Average
|
Average
|
||||||||||||||||||
Exercise
|
Number
|
Remaining
|
Exercise
|
Number
|
Exercise
|
||||||||||||||||
Price
|
of Shares
|
Life (Years)
|
Price
|
of Shares
|
Price
|
||||||||||||||||
$
|
0.10
|
192,172,518
|
4.75
|
$
|
0.10
|
192,172,518
|
$
|
0.10
|
|||||||||||||
0.34
|
3,720,588
|
1.01
|
0.34
|
3,720,588
|
0.34
|
||||||||||||||||
0.38
- 0.40
|
3,080,636
|
4.19
|
0.39
|
3,080,636
|
0.39
|
||||||||||||||||
0.85
- 0.96
|
5,734,831
|
1.21
|
0.95
|
5,734,831
|
0.95
|
||||||||||||||||
2.20
|
72,917
|
1.88
|
2.20
|
72,917
|
2.20
|
||||||||||||||||
2.48
- 2.54
|
644,075
|
0.81
|
2.54
|
644,075
|
2.54
|
||||||||||||||||
205,425,565
|
205,425,565
|
Debenture
|
||||||||||||
Impact on Debentures
|
Change
|
Face Value
|
% Change
|
|||||||||
2007 Debenture
|
$
|
1,319,354
|
$
|
6,739,214
|
20
|
%
|
||||||
April
2008 Debenture
|
$
|
477,014
|
$
|
4,038,880
|
12
|
%
|
||||||
1,796,368
|
$
|
10,778,094
|
Weighted
|
||||||||||||||||
|
Weighted
|
Average
|
Aggregate
|
|||||||||||||
|
Average
|
Remaining
|
Intrinsic
|
|||||||||||||
|
Number of
|
Exercise
|
Contractual
|
Value
|
||||||||||||
|
Options
|
Price
|
Life (in years)
|
(000)
|
||||||||||||
Outstanding,
January 1, 2009
|
14,485,580
|
$
|
0.55
|
7.25
|
$
|
-
|
||||||||||
Granted
|
-
|
-
|
||||||||||||||
Exercised
|
-
|
-
|
||||||||||||||
Forfeited
|
-
|
-
|
||||||||||||||
Outstanding,
September 30, 2009
|
14,485,580
|
$
|
0.55
|
6.50
|
$
|
66
|
||||||||||
Vested
and expected to vest at September 30, 2009
|
14,066,932
|
0.56
|
6.44
|
66
|
||||||||||||
Exercisable,
September 30, 2009
|
11,265,207
|
0.64
|
5.97
|
66
|
Weighted
|
||||||||
Average
|
||||||||
Grant
Date
|
||||||||
Fair
Value
|
||||||||
Shares
|
Per
Share
|
|||||||
Unvested
at January 1, 2009
|
4,769,159
|
$
|
0.23
|
|||||
Granted
|
-
|
-
|
||||||
Vested
|
(1,548,786
|
)
|
0.27
|
|||||
Forfeited
|
-
|
-
|
||||||
Unvested
at September 30, 2009
|
3,220,373
|
$
|
0.21
|
Options Outstanding
|
Options Exercisable
|
||||||||||||||||||||
|
Weighted
|
Weighted
|
Weighted
|
||||||||||||||||||
|
Average
|
Average
|
Average
|
||||||||||||||||||
Exercise
|
Number
|
Remaining
|
Exercise
|
Number
|
Exercise
|
||||||||||||||||
Price
|
of Shares
|
Life (Years)
|
Price
|
of Shares
|
Price
|
||||||||||||||||
$
|
0.05
|
820,000
|
4.87
|
$
|
0.05
|
820,000
|
$
|
0.05
|
|||||||||||||
0.21
|
6,007,403
|
8.12
|
0.21
|
2,794,946
|
0.21
|
||||||||||||||||
0.25
|
1,301,161
|
5.25
|
0.25
|
1,301,161
|
0.25
|
||||||||||||||||
0.85
|
5,604,099
|
5.34
|
0.85
|
5,596,600
|
0.85
|
||||||||||||||||
1.35
|
150,000
|
6.56
|
1.35
|
150,000
|
1.35
|
||||||||||||||||
2.04
- 2.11
|
165,000
|
6.25
|
2.07
|
164,583
|
2.07
|
||||||||||||||||
2.20
- 2.48
|
437,917
|
5.93
|
2.27
|
437,917
|
2.27
|
||||||||||||||||
14,485,580
|
11,265,207
|
Year
1
|
$
|
156,800
|
||
Total
|
$
|
156,800
|
·
|
The
Company agreed to sell, and the Investor agreed to purchase, in one or
more purchases from time to time (“Tranches”) in the Company’s sole
discretion (subject to the conditions set forth therein), (i) up to 1,000
shares of Series B preferred stock (the “Preferred Shares”) at a purchase
price of $10,000 per share, for an aggregate purchase price of up to
$10,000,000, and (ii) five-year warrants to purchase shares of the
Company’s common stock with an aggregate exercise price equal
to 135% of the purchase price paid by the Investor, at an exercise price
per share equal to the closing bid price of the Company’s common stock on
the date the Company provides notice of such Tranche. The Warrants will be
issued in replacement of a five-year warrant to purchase 119,469,027
shares of common stock with an exercise price per share of $0.113 the
Company issued on the Effective
Date.
|
·
|
the
Company agreed to pay to the Investor a commitment fee of $500,000, at the
earlier of the closing of the first Tranche or the six month anniversary
of the effective date, payable at the Company’s election in cash or common
stock valued at 90% of the volume weighted average price of the Company’s
common stock on the five trading days preceding the payment
date.
|
·
|
the
Company agreed to use its best efforts to file within 60 days of the
effective date, and cause to become effective as soon as possible
thereafter, a registration statement with the Securities and Exchange
Commission for the resale of all shares of common stock issuable pursuant
to the purchase agreement, including the shares of common stock underlying
the Warrants, and shares issuable in payment of the commitment
fee.
|
·
|
On
November 3, 2009, the Company filed a certificate of designations for the
Series B preferred stock (the “Certificate of Designations”). Pursuant to
the Certificate of Designations, the preferred shares shall, with respect
to dividend, rights upon liquidation, winding-up or dissolution,
rank: (i) senior to the Company’s common stock, and any other class or
series of preferred stock of the Company, except Series A-1 Convertible
Preferred Stock which shall rank senior in right of liquidation and pari passu with respect
to dividends; and (ii) junior to all existing and future indebtedness of
the Company. In addition, the preferred shares (a) shall accrue dividends
at a rate of 10% per annum, payable in preferred shares, (ii)
shall not have voting rights, and (iii) may be redeemed at the
Company’s option, commencing 4 years from the issuance date at a price per
share of (a) $10,000 per share plus accrued but unpaid
dividends (the “Series B Liquidation Value”), or, at a price per share of
: (x) 127% of the Series B Liquidation Value if redeemed on or after the
first anniversary but prior to the second anniversary of the initial
issuance date, (y) 118% of the Series B Liquidation Value if redeemed on
or after the second anniversary but prior to the third anniversary of the
initial issuance date, and (z) 109% of the Series B Liquidation Value if
redeemed on or after the third anniversary but prior to the fourth
anniversary of the initial issuance
date.
|
December 31,
|
December 31,
|
|||||||
2008
|
2007
|
|||||||
(restated)
|
||||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash
and cash equivalents
|
$
|
816,904
|
$
|
1,166,116
|
||||
Accounts
receivable
|
261,504
|
27,026
|
||||||
Prepaid
expenses
|
32,476
|
68,416
|
||||||
Deferred
royalty fees, current portion
|
182,198
|
341,274
|
||||||
Total
current assets
|
1,293,082
|
1,602,832
|
||||||
Property
and equipment, net
|
400,008
|
914,504
|
||||||
Investment
in joint venture
|
225,200
|
-
|
||||||
Deferred
royalty fees, less current portion
|
659,488
|
1,202,430
|
||||||
Deposits
|
-
|
115,192
|
||||||
Deferred
issuance costs, net of amortization of $8,666,387 and
$3,874,300
|
-
|
4,772,087
|
||||||
TOTAL
ASSETS
|
$
|
2,577,778
|
$
|
8,607,045
|
||||
LIABILITIES AND STOCKHOLDERS'
DEFICIT
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Accounts
payable
|
$
|
8,287,786
|
$
|
5,517,876
|
||||
Accrued
expenses
|
2,741,591
|
1,120,781
|
||||||
Accrued
default interest
|
3,717,384
|
-
|
||||||
Deferred
revenue, current portion
|
834,578
|
497,374
|
||||||
Advances
payable - other
|
130,000
|
130,000
|
||||||
2005
Convertible debenture and embedded derivatives, net of discounts of $0 and
$600,246
|
85,997
|
1,276,871
|
||||||
2006
Convertible debenture and embedded derivatives (fair value $1,993,354 and
$3,939,862)
|
1,993,354
|
1,625,327
|
||||||
2007
Convertible debenture and embedded derivatives (fair value $7,706,344 and
$3,874,026)
|
7,706,344
|
1,160,847
|
||||||
February
2008 Convertible debenture and embedded derivatives (fair value $1,757,470
and $0)
|
1,757,470
|
-
|
||||||
April
2008 Convertible debenture and embedded derivatives (fair value $4,066,505
and $0)
|
4,066,505
|
-
|
||||||
Warrant
and option derivatives, current portion
|
2,655,849
|
14,574
|
||||||
Deferred
joint venture obligations, current portion
|
167,335
|
-
|
||||||
Short
term capital leases
|
12,955
|
31,605
|
||||||
Notes
payable, other
|
468,425
|
468,425
|
||||||
Total
current liabilities
|
34,625,573
|
11,843,680
|
||||||
2006
Convertible debenture and embedded derivatives, less current portion (fair
value $0 and $3,447,230)
|
-
|
1,422,164
|
||||||
2007
Convertible debenture and embedded derivatives, less current portion (fair
value $0 and $7,748,052)
|
-
|
2,321,695
|
||||||
Warrant
and option derivatives, less current portion
|
-
|
13,011,751
|
||||||
Deferred
joint venture obligations, less current portion
|
63,473
|
-
|
||||||
Deferred
revenue, less current portion
|
3,817,716
|
1,534,485
|
||||||
Total
liabilities
|
38,506,762
|
30,133,775
|
||||||
Commitments
and contingencies
|
-
|
-
|
||||||
STOCKHOLDERS'
DEFICIT:
|
||||||||
Preferred
stock, $0.001 par value; 50,000,000 shares authorized, 0 issued and
outstanding
|
-
|
-
|
||||||
Common
stock, $0.001par value; 500,000,000 shares
authorized, 429,448,381 and 85,027,461 issued and
outstanding
|
429,448
|
85,027
|
||||||
Additional
paid-in capital
|
53,459,172
|
34,302,334
|
||||||
Accumulated
deficit
|
(89,817,604
|
)
|
(55,914,091
|
)
|
||||
Total
stockholders' deficit
|
(35,928,984
|
)
|
(21,526,730
|
)
|
||||
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$
|
2,577,778
|
$
|
8,607,045
|
2008
|
2007
|
|||||||
(restated)
|
||||||||
Revenue (License fees
and royalties)
|
$
|
787,106
|
$
|
647,349
|
||||
Cost
of Revenue
|
765,769
|
428,913
|
||||||
Gross
profit
|
21,337
|
218,436
|
||||||
Operating
expenses:
|
||||||||
Research
and development
|
8,635,577
|
12,744,913
|
||||||
In-process
R&D expense - Mytogen
|
-
|
4,094,736
|
||||||
Grant
reimbursements
|
(105,169
|
)
|
(67,179
|
)
|
||||
General
and administrative expenses
|
5,009,418
|
6,781,705
|
||||||
Total
operating expenses
|
13,539,826
|
23,554,175
|
||||||
Loss
from operations
|
(13,518,489
|
)
|
(23,335,739
|
)
|
||||
Non-operating
income (expense):
|
||||||||
Interest
income
|
7,933
|
162,091
|
||||||
Interest
expense and late fees
|
(26,614,761
|
)
|
(21,023,663
|
)
|
||||
Finance
cost
|
(806,079
|
)
|
(15,400
|
)
|
||||
Charges
related to issuance of 2008 convertible debentures
|
(1,217,342
|
)
|
-
|
|||||
Charges
related to issuance of 2007 convertible debenture and
warrants
|
-
|
(3,871,656
|
)
|
|||||
Charges
related to repricing of 2005 convertible debenture and
warrants
|
-
|
(843,277
|
)
|
|||||
Income
related to repricing of 2006 and 2007 convertible debentures and
warrants
|
847,588
|
-
|
||||||
Adjustments
to fair value of derivatives
|
13,082,247
|
32,835,057
|
||||||
Losses
attributable to equity method investment
|
(20,930
|
)
|
-
|
|||||
Loss
on disposal of fixed assets
|
(227,543
|
)
|
-
|
|||||
Gain
(loss) on settlement
|
(5,436,137
|
)
|
193,862
|
|||||
Total
non-operating income (expense)
|
(20,385,024
|
)
|
7,437,014
|
|||||
Loss
before income tax
|
(33,903,513
|
)
|
(15,898,725
|
)
|
||||
Income
tax
|
-
|
-
|
||||||
Net
loss
|
$
|
(33,903,513
|
)
|
$
|
(15,898,725
|
)
|
||
Weighted
average shares outstanding :
|
||||||||
Basic
|
245,279,135
|
61,115,618
|
||||||
Diluted
|
245,279,135
|
61,115,618
|
||||||
Loss
per share:
|
||||||||
Basic
|
$
|
(0.14
|
)
|
$
|
(0.26
|
)
|
||
Diluted
|
$
|
(0.14
|
)
|
$
|
(0.26
|
)
|
Additional
|
Total
|
|||||||||||||||||||
Common Stock
|
Paid in
|
Accumulated
|
Stockholders'
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||
Balance
December 31, 2006 (Restated)
|
39,318,070
|
39,318
|
12,291,873
|
(40,015,366
|
)
|
(27,684,175
|
)
|
|||||||||||||
Convertible
debentures redemptions
|
19,243,386
|
19,243
|
6,879,914
|
-
|
6,899,157
|
|||||||||||||||
Convertible
debentures conversions
|
16,625,579
|
16,626
|
11,069,317
|
-
|
11,085,943
|
|||||||||||||||
Issuance
of stock in payment of board fees
|
35,909
|
36
|
20,716
|
-
|
20,752
|
|||||||||||||||
Option
compensation charges
|
-
|
-
|
531,113
|
-
|
531,113
|
|||||||||||||||
Issuance
of stock in payment of license fees
|
800,000
|
800
|
607,200
|
-
|
608,000
|
|||||||||||||||
Issuance
of stock in payment of employee bonuses
|
515,000
|
515
|
406,335
|
-
|
406,850
|
|||||||||||||||
Issuance
of stock to employees
|
340,000
|
340
|
16,660
|
-
|
17,000
|
|||||||||||||||
Issuance
of stock in payment of legal fees
|
85,000
|
85
|
67,915
|
-
|
68,000
|
|||||||||||||||
Issuance
of stock in acquisition of Mytogen
|
9,064,517
|
8,064
|
2,411,291
|
-
|
2,419,355
|
|||||||||||||||
Net
loss for the year ended December 31, 2007 (Restated)
|
-
|
-
|
-
|
(15,898,725
|
)
|
(15,898,725
|
)
|
|||||||||||||
Balance
December 31, 2007 (Restated)
|
85,027,461
|
$
|
85,027
|
$
|
34,302,334
|
$
|
(55,914,091
|
)
|
$
|
(21,526,730
|
)
|
|||||||||
Convertible
debentures redemptions
|
65,463,111
|
65,463
|
5,390,989
|
-
|
5,456,452
|
|||||||||||||||
Convertible
debentures conversions
|
39,741,987
|
39,743
|
6,121,900
|
-
|
6,161,643
|
|||||||||||||||
Issuance
of stock for debenture financing costs
|
14,710,329
|
14,710
|
791,369
|
-
|
806,079
|
|||||||||||||||
Option
compensation charges
|
-
|
-
|
527,243
|
-
|
527,243
|
|||||||||||||||
Adjustment
to fair value of derivatives
|
-
|
-
|
78,367
|
-
|
78,367
|
|||||||||||||||
Issuance
in respect of anti-dilution provision of convertible
debenture
|
70,503
|
71
|
15,510
|
-
|
15,581
|
|||||||||||||||
Issuance
of stock in payment of professional fees
|
1,002,291
|
1,002
|
212,847
|
-
|
213,849
|
|||||||||||||||
Issuance
of stock in settlement of accounts payable
|
220,735,436
|
220,735
|
5,818,877
|
-
|
6,039,612
|
|||||||||||||||
Issuance
of stock under stock incentive plan
|
1,497,263
|
1,497
|
140,936
|
-
|
142,433
|
|||||||||||||||
Issuance
of stock upon exercise of options
|
1,200,000
|
1,200
|
58,800
|
-
|
60,000
|
|||||||||||||||
Net
loss for the year ended December 31, 2008
|
-
|
-
|
-
|
(33,903,513
|
)
|
(33,903,513
|
)
|
|||||||||||||
Balance
December 31, 2008
|
429,448,381
|
$
|
429,448
|
$
|
53,459,172
|
$
|
(89,817,604
|
)
|
$
|
(35,928,984
|
)
|
2008
|
2007
|
|||||||
(restated)
|
||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
loss
|
$
|
(33,903,513
|
)
|
$
|
(15,898,725
|
)
|
||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
Depreciation
and amortization
|
402,867
|
386,643
|
||||||
Write-off
of uncollectible accounts receivable
|
30,782
|
-
|
||||||
Amortization
of deferred charges
|
702,018
|
407,391
|
||||||
Amortization
of deferred revenue
|
(798,310
|
)
|
(497,349
|
)
|
||||
Stock
based compensation
|
889,269
|
531,113
|
||||||
Amortization
of deferred issuance costs
|
4,792,087
|
3,874,300
|
||||||
Amortization
of discounts
|
17,871,392
|
17,052,016
|
||||||
Gain
on extinguishment of debt
|
-
|
(193,862
|
)
|
|||||
Adjustements
to fair value of derivatives
|
(13,082,247
|
)
|
(32,835,057
|
)
|
||||
Charges
related to issuance of February 2008 convertible
notes
|
685,573
|
-
|
||||||
Mytogen
acquisition
|
-
|
4,094,736
|
||||||
Charges
related to issuance of April 2008 convertible notes
|
531,769
|
-
|
||||||
Charges
related to issuance of 2007 convertible debentures
|
-
|
3,871,656
|
||||||
Repricing
of 2005 convertible debentures and warrants
|
-
|
843,277
|
||||||
Repricing
of 2006 and 2007 convertible debentures and warrants
|
(847,588
|
)
|
-
|
|||||
Shares
of common stock issued for professional services
|
759,496
|
1,307,828
|
||||||
Shares
of common stock issued for board fees
|
-
|
20,752
|
||||||
Shares
of common stock issued for financing costs
|
806,079
|
-
|
||||||
Warrants
issued for consulting services
|
155,281
|
-
|
||||||
Charges
related to settlement of anti-dilution provision
|
15,581
|
-
|
||||||
Forfeiture
of rent deposits
|
88,504
|
-
|
||||||
Loss
on disposal of fixed assets
|
227,543
|
-
|
||||||
Loss
on settlement of litigation
|
5,436,138
|
-
|
||||||
Loss
attributable to investment in joint venture
|
20,930
|
-
|
||||||
Amortization
of deferred joint venture obligations
|
(15,322
|
)
|
-
|
|||||
(Increase)
/ decrease in assets:
|
||||||||
Accounts
receivable
|
(265,260
|
)
|
39,293
|
|||||
Prepaid
expenses
|
35,940
|
42,812
|
||||||
Deferred
charges
|
-
|
(55,000
|
)
|
|||||
Increase
/ (decrease) in current liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
5,355,228
|
976,712
|
||||||
Interest
Payable
|
3,722,198
|
-
|
||||||
Deferred
revenue
|
3,418,745
|
-
|
||||||
Net
cash used in operating activities
|
(2,964,820
|
)
|
(16,031,464
|
)
|
||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Purchases
of property and equipment
|
(174,514
|
)
|
(158,522
|
)
|
||||
Return
of deposits
|
-
|
18,649
|
||||||
Net
cash used in investing activities
|
(174,514
|
)
|
(139,873
|
)
|
||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds
from exercise of stock options
|
-
|
17,000
|
||||||
Proceeds
from issuance of convertible notes, net of cost
|
2,182,432
|
8,848,200
|
||||||
Payments
on convertible debentures
|
-
|
(139,123
|
)
|
|||||
Payments
on notes and leases
|
(18,650
|
)
|
(77,960
|
)
|
||||
Proceeds
from notes payable
|
630,000
|
-
|
||||||
Payment
for issuance costs on note payable
|
(3,660
|
)
|
-
|
|||||
Net
cash provided by financing activities
|
2,790,122
|
8,648,117
|
||||||
NET
DECREASE IN CASH AND CASH EQUIVALENTS
|
(349,212
|
)
|
(7,523,220
|
)
|
||||
CASH
AND CASH EQUIVALENTS, BEGINNING BALANCE
|
1,166,116
|
8,689,336
|
||||||
CASH
AND CASH EQUIVALENTS, ENDING BALANCE
|
$
|
816,904
|
$
|
1,166,116
|
||||
CASH
PAID FOR:
|
||||||||
Interest
|
$
|
-
|
$
|
10,016
|
||||
Income
taxes
|
$
|
1,549
|
$
|
-
|
||||
SUPPLEMENTAL
DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
|
||||||||
Issuance
of 65,463,111 and 19,243,386 shares of common stock in redemption of
convertible debentures
|
$
|
5,456,452
|
$
|
7,038,000
|
||||
Issuance
of 39,741,987 and 16,625,579 shares of common stock in conversion of
convertible debentures
|
$
|
6,161,643
|
$
|
8,391,000
|
||||
Issuance
of 70,503 shares of common stock to settle an anti-dilution provision
feature of convertible debenture
|
$
|
15,581
|
$
|
-
|
||||
Issuance
of 1,200,000 shares of common stock upon exercise of employee stock
options
|
$
|
60,000
|
$
|
-
|
||||
Issuance
of 220,735,436 shares of common stock in settlement of
litigation
|
$
|
6,039,612
|
$
|
-
|
||||
Issuance
of 35,909 shares of common stock in payment of board
fees
|
$
|
$
|
21,000
|
|||||
Issuance
of 800,000 shares of common stock in payment of license
fees
|
$
|
$
|
608,000
|
|||||
Issuance
of 515,000 shares of common stock in payment of employee
bonuses
|
$
|
$
|
407,000
|
|||||
Issuance
of 85,000 shares of common stock in settlement of legal
fees
|
$
|
$
|
68,000
|
|||||
Issuance
of 8,064,517 shares of common stock in acquisition of
Mytogen
|
$
|
-
|
$
|
2,419,000
|
1.
|
ORGANIZATIONAL
MATTERS
|
·
|
On
April 4, 2008, the Company released closing escrow on the issuance of
$4,038,880 of its amortizing senior secured convertible debentures and
associated warrants. The purchasers purchased from the Company senior
secured convertible debentures and warrants to purchase shares of the
Company’s common stock. The net cash and cash in-kind received by the
Company related to this financing was
$2,212,432.
|
·
|
On
April 30, 2008 the Company received a one time payment of $300,000 from
Terumo International which extended their ability to commence a Phase I
Clinical Trial in Japan by one year.
|
·
|
On
May 31, 2008, the Company closed its Alameda, California and Charlestown,
Massachusetts facilities in an effort to streamline and focus on its most
advanced clinical programs as part of a cost reduction program designed to
reduce annual operating expenses by $5-6 million. In conjunction with the
cost reduction activities, the Company has not renewed its Alameda,
California sublease and has vacated its Charlestown, Massachusetts
facility.
|
·
|
On
June 17, 2008, the Company drew down $60,000 and received $50,000
(reflecting a 16.66% original issue discount) under Note B described in
Note 8 to the financial statements.
|
·
|
On
July 10, 2008, the Company granted an exclusive license to Embryome
Sciences, Inc., a wholly owned subsidiary of BioTime, Inc., to use its
“ACTCellerate” embryonic stem cell technology and a bank of over 140
diverse progenitor cell lines derived using that technology. Under the
agreement, the Company received an up-front payment of $470,000, and is
eligible to receive an 8% royalty on sales of products, services, and
processes that utilize the licensed technology. However, as discussed in
more detail in Note 18, in connection with unpaid rents ordered to be paid
to a landlord, the Company has assigned the landlord rights and interest
to 62.5% of all royalties on this contract, and 65% of all other
consideration payable under this license agreement until such time that
the Company has repaid amounts owed to the landlord that total
$475,000.
|
·
|
Between
September 29, 2008 and January 20, 2009, the Company settled certain past
due accounts payable by the issuance of shares of its common stock. In
aggregate, the Company settled $1,108,673 in accounts payable through the
issuance of 260,116,283 shares of its common
stock.
|
·
|
On
December 1, 2008, the Company and CHA Bio & Diostech Co., Ltd. (“CHA”), a leading
Korean-based biotechnology company focused on the development of stem cell
technologies, formed an international joint venture. The new company, Stem
Cell & Regenerative Medicine International, Inc. (“SCRMI”), will
develop human blood cells and other clinical therapies based on the
Company’s hemangioblast program, one of the Company’s core technologies.
CHA has agreed to contribute $150,000 cash and to fund operational costs
in order to conduct the hemangioblast program. Additionally, SCRMI has
agreed to pay the Company a fee of $500,000 for an exclusive, worldwide
license to the Hemangioblast Program. As of June 30, 2009, SCRMI has paid
the Company the entire $500,000 towards payment of the license fee. See
Note 6 for additional details of the joint
venture.
|
·
|
On
December 18, 2008, the Company entered into a license agreement with an
Ireland-based investor, Transition Holdings Inc. (“Transition”), for
certain of its non-core technology. Under the agreement, Transition agreed
to acquire a license to the technology for $3.5 million in cash. Through
December 31, 2008, the Company had received $2 million in cash under this
agreement. As of June 30, 2009, the Company has received the entire $3.5
million in cash under this agreement. The Company expects to apply the
proceeds towards its retinal epithelium (“RPE”) cells
program.
|
·
|
On
March 30, 2009, the Company entered into a second license agreement with
CHA under which the Company will license its retinal pigment epithelium
(“RPE”) technology, for the treatment of diseases of the eye, to CHA for
development and commercialization exclusively in Korea. The Company is
eligible to receive up to a total of $1.9 million in fees based upon the
parties achieving certain milestones, including the Company making an IND
submission to the US FDA to commence clinical trials in humans using the
technology. The Company received an up-front fee under the license in the
amount of $1,000,000 on April 1, 2009. Under the agreement, CHA will incur
all of the costs associated with the RPA clinical trials in Korea. The
agreement is part of continuing cooperation and collaboration between the
two companies.
|
·
|
On
March 11, 2009, the Company entered into a $5 million credit facility
(“Facility”) with a life sciences fund. Under the agreement, the proceeds
from the Facility must be used exclusively for the Company to file an
investigational new drug (“IND”) for its retinal pigment epithelium
(“RPE”) program, and will allow the Company to complete both Phase I and
Phase II studies in humans. An IND is required to commence clinical
trials. Under the terms of the agreement, the Company may draw down funds,
as needed for clinical development of the RPE program, from the investor
through the issuance of Series A-1 convertible preferred stock. The
preferred stock pays dividends, in kind of preferred stock, at an annual
rate of 10%, matures in four years from the initial issuance date, and is
convertible into common stock at $0.75 per share. As of June 30, 2009, the
Company has drawn down approximately $1,505,000 on this
facility.
|
·
|
On
May 13, 2009, the Company entered into a third license agreement with CHA
under which the Company will license its proprietary “single blastomere
technology,” which has the potential to generate stable cell lines,
including RPE for the treatment of diseases of the eye, for development
and commercialization exclusively in Korea. The Company received an
upfront license fee of $300,000.
|
·
|
Management
anticipates raising additional future capital from its current convertible
debenture holders, or other financing sources, that will be used to fund
any capital shortfalls. The terms of any financing will likely be
negotiated based upon current market terms for similar financings. No
commitments have been received for additional investment and no assurances
can be given that this financing will ultimately be
completed.
|
·
|
Management
has focused its scientific operations on product development in order to
accelerate the time to market products which will ultimately generate
revenues. While the amount or timing of such revenues cannot be
determined, management believes that focused development will ultimately
provide a quicker path to revenues, and an increased likelihood of raising
additional financing.
|
·
|
Management
will continue to pursue licensing opportunities of the Company’s extensive
intellectual property
portfolio.
|
2.
|
RESTATEMENT
|
As Originally
Reported
|
Restated
|
Difference
|
||||||||||
December 31, 2007
|
||||||||||||
Balance
Sheet
|
||||||||||||
Deferred
issuance costs
|
$
|
5,107,599
|
$
|
4,772,087
|
$
|
(335,512
|
)
|
|||||
2005
Convertible debenture and embedded derivatives – current
portion
|
$
|
1,040,156
|
$
|
1,276,871
|
$
|
236,715
|
||||||
2006
Convertible debenture and embedded derivatives – current
portion
|
$
|
906,860
|
$
|
1,625,327
|
$
|
718,467
|
||||||
2007
Convertible debenture and embedded derivatives – current
portion
|
$
|
363,805
|
$
|
1,160,847
|
$
|
797,042
|
||||||
2006
Convertible debenture and embedded derivatives, less current
portion
|
$
|
793,504
|
$
|
1,422,164
|
$
|
628,660
|
||||||
2007
Convertible debenture and embedded derivatives, less current
portion
|
$
|
2,364,731
|
$
|
2,321,695
|
$
|
(43,036
|
)
|
|||||
Accumulated
deficit
|
$
|
(53,240,732
|
)
|
$
|
(55,914,091
|
)
|
$
|
(2,673,359
|
)
|
|||
Total
stockholders’ deficit at December 31, 2007
|
$
|
(18,853,371
|
)
|
$
|
(21,526,730
|
)
|
$
|
(2,673,359
|
)
|
As Originally
Reported
|
Restated
|
Difference
|
||||||||||
Year Ended December 31,
2007
|
||||||||||||
Statement
of Operations
|
||||||||||||
Interest
expense
|
$
|
(18,350,304
|
)
|
$
|
($21,023,663
|
)
|
$
|
(2,673,359
|
)
|
|||
Net
loss
|
$
|
(13,225,366
|
)
|
$
|
(15,898,725
|
)
|
$
|
(2,673,359
|
)
|
|||
Basic
and diluted loss per share
|
$
|
(0.32
|
)
|
$
|
(0.26
|
)
|
$
|
(0.06
|
)
|
|||
Weighted
average shares – basic and diluted
|
40,877,145
|
61,115,618
|
20,238,473
|
|||||||||
Statement of Cash
Flows
|
||||||||||||
Net
loss
|
$
|
(13,225,366
|
)
|
$
|
(15,898,725
|
)
|
$
|
(2,673,359
|
)
|
|||
Amortization
of deferred issuance cost
|
$
|
3,538,788
|
$
|
3,874,300
|
$
|
335,512
|
||||||
Amortization
of discount
|
$
|
14,714,169
|
$
|
17,052,016
|
$
|
2,337,847
|
3.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
Machinery
& equipment
|
4
years
|
|
Computer
equipment
|
3
years
|
|
Office
furniture
|
4
years
|
|
Leasehold
improvements
|
Lesser
of lease life or economic life
|
|
Capital
leases
|
Lesser
of lease life or economic life
|
·
|
Level
1 inputs to the valuation methodology are quoted prices for identical
assets or liabilities in active
markets.
|
·
|
Level
2 inputs to the valuation methodology include quoted prices for similar
assets and liabilities in active markets, and inputs that are observable
for the asset or liability, either directly or indirectly, for
substantially the full term of the financial
instrument.
|
·
|
Level
3 inputs to the valuation methodology are unobservable and significant to
the fair value measurement.
|
Fair Value Measurements at
|
||||||||||||||||
Fair Value
|
December 31, 2008
|
|||||||||||||||
As of
|
Using Fair Value Hierarchy
|
|||||||||||||||
Derivative Liabilities
|
December 31, 2008
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Conversion
feature - 2005 debenture
|
4,075
|
-
|
4,075
|
-
|
||||||||||||
2006
Convertible debenture and embeded derivatives
|
1,993,354
|
-
|
1,993,354
|
-
|
||||||||||||
2007
Convertible debenture and embedded derivatives
|
7,706,344
|
-
|
7,706,344
|
-
|
||||||||||||
February
2008 Convertible debentures and embedded derivatives
|
1,757,470
|
-
|
1,757,470
|
-
|
||||||||||||
April
2008 Convertible debenture and embedded derivatives
|
4,066,505
|
-
|
4,066,505
|
-
|
||||||||||||
Warrant
and option derivatives
|
2,655,849
|
-
|
2,655,849
|
-
|
||||||||||||
18,183,597
|
-
|
18,183,597
|
-
|
Year
Ended December 31,
|
||||||||
2008
|
2007
|
|||||||
Expected life in years
|
4.0 | 4.0 | ||||||
Volatility
|
148 | % | 163 | % | ||||
Risk
free interest rate
|
2.50 | % | 4.74 | % | ||||
Expected
dividends
|
None
|
None
|
||||||
Expected
forfeitures
|
13 | % | 13 | % |
2008
|
2007
|
|||||||
Genzyme
Transgenics Corporation
|
17 | % | 20 | % | ||||
START
Licensing, Inc.
|
13 | % | 15 | % | ||||
Exeter
Life Sciences, Inc.
|
16 | % | 19 | % | ||||
Terumo
Corporation
|
25 | % | N/A | |||||
International
Stem Cell Corporation
|
11 | % | N/A |
4.
|
LICENSE
REVENUE
|
5.
|
PROPERTY
AND EQUIPMENT
|
2008
|
2007
|
|||||||
Machinery
& equipment
|
$
|
1,470,141
|
$
|
1,552,642
|
||||
Computer
equipment
|
436,541
|
424,612
|
||||||
Office
furniture
|
76,201
|
76,201
|
||||||
Leasehold
improvements
|
127,197
|
127,197
|
||||||
Capital
leases
|
51,235
|
238,754
|
||||||
Accumulated
depreciation
|
(1,761,307
|
)
|
(1,504,902
|
)
|
||||
Property
and equipment, net
|
$
|
400,008
|
$
|
914,504
|
6.
|
INVESTMENT
IN JOINT VENTURE
|
Current
assets
|
$
|
179,400
|
||
Noncurrent
assets
|
$
|
468,150
|
||
Current
liabilities
|
$
|
76,869
|
||
Noncurrent
liabilities
|
$
|
468,150
|
||
Net
revenue
|
$
|
2,450
|
||
Net
loss
|
$
|
(62,791
|
)
|
7.
|
CONVERTIBLE
NOTE PAYABLE—APRIL 2008
|
Fair
Value at
|
||||||||||||||||||
April
4,
|
December
31,
|
Increase
|
||||||||||||||||
Face
Amount
|
Net
Purchase Price
|
2008
|
2008
|
(Decrease)
|
||||||||||||||
$ | 4,038,880 | $ | 3,218,232 | $ | 4,570,649 | $ | 4,066,505 | $ | (504,144 | ) |
8.
|
CONVERTIBLE
NOTES PAYABLE—FEBRUARY 2008
|
Fair
Value at
|
||||||||||||||||||||
February
15,
|
December
31,
|
Increase
|
||||||||||||||||||
Face
Amount
|
Net
Purchase Price
|
2008
|
2008
|
(Decrease)
|
||||||||||||||||
Note
A
|
$
|
600,000
|
$
|
500,000
|
$
|
1,229,466
|
$
|
1,464,558
|
$
|
235,092
|
||||||||||
Note
B, Tranche 1
|
60,000
|
50,000
|
116,107
|
*
|
146,456
|
30,349
|
||||||||||||||
Note
B, Tranche 2
|
60,000
|
50,000
|
110,641
|
**
|
146,456
|
35,815
|
||||||||||||||
Total
|
$
|
720,000
|
$
|
600,000
|
$
|
1,456,214
|
$
|
1,757,470
|
$
|
301,256
|
*
|
Fair
value at March 17, 2008
|
**
|
Fair
value at June 17, 2008
|
9.
|
CONVERTIBLE
DEBENTURES—2007
|
December
31,
|
December
31,
|
|||||||
2008
|
2007
|
|||||||
2007
convertible debentures at fair value
|
$
|
7,706,344
|
$
|
11,622,078
|
||||
Original
issue discount
|
-
|
(6,063,955
|
)
|
|||||
Warrant
derivative discount
|
-
|
(2,075,581
|
)
|
|||||
Net
convertible debentures
|
$
|
7,706,344
|
$
|
3,482,542
|
||||
Less
current portion
|
(7,706,344
|
)
|
(1,160,847
|
)
|
||||
2007
convertible debenture and embedded derivatives - long
term
|
$
|
-
|
$
|
2,321,695
|
10.
|
CONVERTIBLE
DEBENTURES—2006
|
December
31,
|
December
31,
|
|||||||
2008
|
2007
|
|||||||
2006
convertible debentures at fair value
|
$
|
1,993,354
|
$
|
7,386,912
|
||||
Original
issue discount
|
-
|
(3,777,403
|
)
|
|||||
Warrant
derivative discount
|
-
|
(562,018
|
)
|
|||||
Net
convertible debentures
|
$
|
1,993,354
|
$
|
3,047,491
|
||||
Less
current portion
|
(1,993,354
|
)
|
(1,625,327
|
)
|
||||
2006
convertible debenture and embedded derivatives - long
term
|
$
|
-
|
$
|
1,422,164
|
11.
|
CONVERTIBLE
DEBENTURES—2005
|
December
31,
|
December
31,
|
|||||||
2008
|
2007
|
|||||||
2005
convertible debenture at face value
|
$
|
81,922
|
$
|
1,677,904
|
||||
Discounts
on debentures
|
||||||||
Original
issue discount
|
-
|
(152,073
|
)
|
|||||
Conversion
feature derivative
|
-
|
(193,084
|
)
|
|||||
Warrant
derivative
|
-
|
(245,825
|
)
|
|||||
Other
derivatives
|
-
|
(9,266
|
)
|
|||||
Net
convertible debentures
|
81,922
|
1,077,656
|
||||||
Embedded
derivatives
|
4,075
|
199,215
|
||||||
2005
convertible debentures and embedded derivatives
|
85,997
|
1,276,871
|
||||||
less
current portion
|
(85,997
|
)
|
(1,276,871
|
)
|
||||
2005
convertible debenture and embedded derivatives - long term
portion
|
$
|
-
|
$
|
-
|
12.
|
ACCRUED
DEFAULT INTEREST
|
Accrued
|
||||
Penalty
|
||||
Interest
|
||||
2005
debenture
|
$
|
22,121
|
||
2006
debenture
|
524,284
|
|||
2007
debenture
|
1,885,951
|
|||
February
2008 debenture
|
194,420
|
|||
April
2008 debenture
|
1,090,608
|
|||
$
|
3,717,384
|
13.
|
WARRANT
DERIVATIVES—OTHER
|
14.
|
WARRANT
SUMMARY
|
Weighted
|
||||||||||||||||
Weighted
|
Average
|
Aggregate
|
||||||||||||||
Average
|
Remaining
|
Intrinsic
|
||||||||||||||
Number of
|
Exercise
|
Contractual
|
Value
|
|||||||||||||
Warrants
|
Price
|
Life
(in years)
|
(000)
|
|||||||||||||
Outstanding,
December 31, 2007
|
104,700,522
|
$
|
0.29
|
3.55
|
$
|
495
|
||||||||||
Granted
|
31,870,465
|
0.15
|
||||||||||||||
Exercised
|
-
|
-
|
||||||||||||||
Forfeited
|
(7,173,036
|
)
|
0.25
|
|||||||||||||
Outstanding,
December 31, 2008
|
129,397,951
|
$
|
0.26
|
3.23
|
-
|
|||||||||||
Vested
and expected to vest at December 31, 2008
|
129,397,951
|
0.26
|
3.23
|
-
|
||||||||||||
Exercisable,
December 31, 2008
|
129,397,951
|
$
|
0.26
|
3.23
|
-
|
Warrants
Outstanding
|
Warrants
Exercisable
|
||||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
|||||||||||||||||||
Average
|
Average
|
Average
|
|||||||||||||||||||
Exercise
|
Number
|
Remaining
|
Exercise
|
Number
|
Exercise
|
||||||||||||||||
Price
|
of
Shares
|
Life
(Years)
|
Price
|
of
Shares
|
Price
|
||||||||||||||||
$
|
0.17
|
107,450,081
|
3.30
|
$
|
0.17
|
107,450,081
|
$
|
0.17
|
|||||||||||||
0.32
|
4,575,521
|
2.68
|
0.32
|
4,575,521
|
0.32
|
||||||||||||||||
0.38
- 0.40
|
9,409,526
|
4.08
|
0.38
|
9,409,526
|
0.38
|
||||||||||||||||
0.85
- 0.96
|
5,869,831
|
1.92
|
0.95
|
5,869,831
|
0.95
|
||||||||||||||||
2.20
|
72,917
|
2.63
|
2.20
|
72,917
|
2.20
|
||||||||||||||||
2.48
- 2.54
|
2,020,075
|
0.93
|
2.54
|
2,020,075
|
2.54
|
||||||||||||||||
129,397,951
|
129,397,951
|
15.
|
ADJUSTMENT
TO FAIR VALUE OF DERIVATIVES
|
December
31,
|
||||||||
2008
|
2007
|
|||||||
Embedded
Pipe derivatives - 9.05
|
$
|
(195,140
|
)
|
$
|
(795,772
|
)
|
||
Pipe
Hybrid instrument – 9.06
|
(937,712
|
)
|
(5,808,165
|
)
|
||||
Pipe
Hybrid- FAS 155 – 8.07
|
1,649,969
|
(374,039
|
)
|
|||||
Pipe
Hybrid- February 2008
|
351,897
|
-
|
||||||
Pipe
Hybrid- April 2008
|
(504,144
|
)
|
-
|
|||||
Original
warrants PIPE 2005 , excluding replacement warrants
|
(234,392
|
)
|
(891,167
|
)
|
||||
Replacement
Warrants
|
(1,402,947
|
)
|
(633,699
|
)
|
||||
Warrants
– PIPE 2006-investors
|
(2,238,905
|
)
|
(7,924,612
|
)
|
||||
Warrants
– PIPE 2007-investors
|
(5,262,623
|
)
|
(6,784,225
|
)
|
||||
Warrants
– PIPE 2008-investors
|
(2,178,210
|
)
|
-
|
|||||
Other
Warrant Derivatives- 2005 and 2006
|
(1,805,990
|
)
|
(7,182,045
|
)
|
||||
Other
Warrants Derivatives - 2007
|
(324,050
|
)
|
(1,598,056
|
)
|
||||
$
|
(13,082,247
|
)
|
$
|
(31,991,780
|
)
|
16.
|
STOCKHOLDERS’
EQUITY TRANSACTIONS
|
17.
|
STOCK-BASED
COMPENSATION
|
Weighted
|
||||||||||||||||
Weighted
|
Average
|
Aggregate
|
||||||||||||||
Average
|
Remaining
|
Intrinsic
|
||||||||||||||
Number of
|
Exercise
|
Contractual
|
Value
|
|||||||||||||
Options
|
Price
|
Life
(in years)
|
(000)
|
|||||||||||||
Outstanding,
January 1, 2007
|
12,874,163
|
$
|
0.71
|
8.20
|
$
|
1,771
|
||||||||||
Granted
|
1,300,000
|
0.75
|
||||||||||||||
Exercised
|
(340,000
|
)
|
0.05
|
|||||||||||||
Forfeited
|
(2,213,192
|
)
|
0.83
|
|||||||||||||
Outstanding,
December 31, 2007
|
11,620,971
|
$
|
0.78
|
7.16
|
$
|
255
|
||||||||||
Granted
|
11,875,734
|
0.21
|
||||||||||||||
Exercised
|
(1,200,000
|
)
|
0.05
|
|||||||||||||
Forfeited
|
(8,169,015
|
)
|
0.53
|
|||||||||||||
Outstanding,
December 31, 2008
|
14,127,690
|
$
|
0.51
|
7.71
|
$
|
-
|
||||||||||
Vested
and expected to vest at December 31, 2008
|
13,359,485
|
0.52
|
7.64
|
-
|
||||||||||||
Exercisable,
December 31, 2008
|
8,218,418
|
$
|
0.70
|
6.75
|
$
|
-
|
Weighted
|
||||||||
Average
|
||||||||
Grant
Date
|
||||||||
Fair
Value
|
||||||||
Shares
|
Per
Share
|
|||||||
Unvested
at January 1, 2008
|
783,814
|
$
|
0.46
|
|||||
Granted
|
11,875,734
|
0.21
|
||||||
Vested
|
(2,372,518
|
)
|
0.39
|
|||||
Forfeited
|
(4,377,758
|
)
|
0.26
|
|||||
Unvested
at December 31, 2008
|
5,909,272
|
$
|
0.24
|
Options
Outstanding
|
Options
Exercisable
|
||||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
|||||||||||||||||||
Average
|
Average
|
Average
|
|||||||||||||||||||
Exercise
|
Number
|
Remaining
|
Exercise
|
Number
|
Exercise
|
||||||||||||||||
Price
|
of
Shares
|
Life
(Years)
|
Price
|
of
Shares
|
Price
|
||||||||||||||||
$
|
0.05
|
922,000
|
5.62
|
$
|
0.05
|
922,000
|
$
|
0.05
|
|||||||||||||
0.21
|
7,440,000
|
9.11
|
0.21
|
1,667,586
|
0.21
|
||||||||||||||||
0.25
|
1,301,161
|
6.00
|
0.25
|
1,301,161
|
0.25
|
||||||||||||||||
0.35
|
65,000
|
7.53
|
0.35
|
39,271
|
0.35
|
||||||||||||||||
0.75
- 0.76
|
20,000
|
7.82
|
0.75
|
10,837
|
0.75
|
||||||||||||||||
0.85
|
3,197,112
|
6.09
|
0.85
|
3,173,779
|
0.85
|
||||||||||||||||
1.35
|
235,000
|
7.31
|
1.35
|
205,782
|
1.35
|
||||||||||||||||
2.04
- 2.11
|
295,000
|
6.99
|
2.07
|
251,352
|
2.07
|
||||||||||||||||
2.20
- 2.48
|
652,417
|
6.65
|
2.34
|
646,650
|
2.34
|
||||||||||||||||
14,127,690
|
8,218,418
|
18.
|
COMMITMENTS
AND CONTINGENCIES
|
Year
1
|
$
|
265,677
|
||
Year
2
|
89,910
|
|||
Total
|
$
|
355,587
|
19.
|
INCOME
TAXES
|
2008
|
2007
|
|||||||
Statutory
federal income tax rate
|
(34
|
)%
|
(34
|
)%
|
||||
State
income taxes, net of federal taxes
|
(6
|
)%
|
(6
|
)%
|
||||
Non-includable
items
|
8
|
%
|
(19
|
)%
|
||||
Increase
in valuation allowance
|
32
|
%
|
59
|
%
|
||||
Effective
income tax rate
|
-
|
-
|
2008
|
2007
|
|||||||
Deferred
tax assets:
|
(Restated)
|
|||||||
Net
operating loss carryforwards
|
$
|
39,265,458
|
$
|
25,312,676
|
||||
Employee
non-qualified stock options
|
1,008,424
|
797,000
|
||||||
Deferred
interest and finance charges
|
43,000
|
43,000
|
||||||
Deferred
revenue
|
1,250,210
|
-
|
||||||
Capitalized
R&D costs
|
441,000
|
441,000
|
||||||
Valuation
allowance
|
(42,008,092
|
)
|
(26,593,676
|
)
|
||||
Net
deferred tax asset
|
-
|
-
|
Total
|
||||
Balance
at January 1, 2008
|
$
|
658,500
|
||
Increase
related to prior period tax positions
|
-
|
|||
Increase
related to current year tax positions
|
-
|
|||
Expiration
of the statuts of limitations for the assessment of
taxes
|
-
|
|||
Other
|
-
|
|||
Balance
at December 31, 2008
|
$
|
658,500
|
2008
|
2007
|
|||||||
Current
federal income tax
|
$
|
-
|
$
|
-
|
||||
Current
state income tax
|
-
|
-
|
||||||
Deferred
taxes
|
15,414,416
|
9,192,476
|
||||||
Valuation
allowance
|
(15,414,416
|
)
|
(9,192,476
|
)
|
||||
$
|
-
|
$
|
-
|
Open Tax
|
||
Jurisdiction
|
Years
|
|
Federal
|
2001 - 2006
|
|
States
|
2001
- 2006
|
20.
|
RELATED
PARTY TRANSACTIONS
|
21.
|
SUBSEQUENT
EVENTS
|
SEC
filing fee
|
$
|
987
|
||
Legal
expenses
|
$
|
30,000
|
*
|
|
Accounting
expenses
|
$
|
20,000
|
*
|
|
Miscellaneous
|
$
|
5,000
|
*
|
|
Total
|
$
|
55,987
|
*
|
·
|
The
Company agreed to sell, and the Investor agreed to purchase, in one or
more purchases from time to time (“Tranches”) in the Company’s sole
discretion (subject to the conditions set forth therein), (i) up to 1,000
shares of Series B Preferred Stock (the “Preferred Shares”) at a purchase
price of $10,000 per share, for an aggregate purchase price of up to
$10,000,000, and (ii) five-year warrants (the “Optimus Warrants”) to
purchase shares of the Company’s common stock, with an aggregate exercise
price equal to 135% of the purchase price paid by the Investor, at an
exercise price per share equal to the closing bid price of the Company’s
common stock on the date the Company provides notice of such
Tranche. The Optimus Warrants were issued on the Effective Date
to Optimus CG II Ltd., Optimus’s designee, and will vest and become
exercisable in replacement of a five-year warrant to purchase 119,469,027
shares of common stock with an exercise price per share of $0.113 the
Company issued on the Effective Date (which may only be exercised for such
number of shares of common stock equal in amount to 135% of the cumulative
purchase price paid by the Investor). The business purpose of exchanging
the warrants to be issued with each Tranche for the warrants originally
issued on November 2, 2009, is to enable the holder to have separate
instruments for the vested portion of the warrants, and to allow the
parties to more easily track the warrants that are
vested. Rather than being required to track these potential
multiple combinations of numbers, the parties believed that it would be
simpler to adopt the “replacement” warrant process. The process
is comparable to what happens when a warrant holder exercises only a
portion of an existing warrant, or anytime a holder divides a warrant into
two or more separate instruments that together represent all of the rights
embodied in the original instrument. For these reasons, we do
not believe that the “replacement warrant” should be viewed as a newly
issued warrant, but rather as a replacement issued as a substitute for a
portion of the previously issued warrant that was
surrendered.
|
·
|
the
Company agreed to pay to the Investor a commitment fee of $500,000, at the
earlier of the closing of the first Tranche or the six month anniversary
of the effective date, payable at the Company’s election in cash or common
stock valued at 90% of the volume weighted average price of the Company’s
common stock on the five trading days preceding the payment
date.
|
·
|
the
Company agreed to use its best efforts to file within 60 days of the
effective date, and cause to become effective as soon as possible
thereafter, a registration statement with the Securities and Exchange
Commission for the resale of all shares of common stock issuable pursuant
to the purchase agreement, including the shares of common stock underlying
the Warrants, and shares issuable in payment of the commitment
fee.
|
·
|
On
November 3, 2009, the Company filed a certificate of designations for the
Series B preferred stock (the “Certificate of Designations”). Pursuant to
the Certificate of Designations, the preferred shares shall, with respect
to dividend, rights upon liquidation, winding-up or dissolution,
rank: (i) senior to the Company’s common stock, and any other class or
series of preferred stock of the Company, except Series A-1 Convertible
Preferred Stock which shall rank senior in right of liquidation and pari passu with respect
to dividends; and (ii) junior to all existing and future indebtedness of
the Company. In addition, the preferred shares (a) shall accrue dividends
at a rate of 10% per annum, payable in preferred shares, (ii)
shall not have voting rights, and (iii) may be redeemed at the
Company’s option, commencing 4 years from the issuance date at a price per
share of (a) $10,000 per share plus accrued but unpaid
dividends (the “Series B Liquidation Value”), or, at a price per share of
: (x) 127% of the Series B Liquidation Value if redeemed on or after the
first anniversary but prior to the second anniversary of the initial
issuance date, (y) 118% of the Series B Liquidation Value if redeemed on
or after the second anniversary but prior to the third anniversary of the
initial issuance date, and (z) 109% of the Series B Liquidation Value if
redeemed on or after the third anniversary but prior to the fourth
anniversary of the initial issuance
date.
|
·
|
The
Company agreed to issue to each Holder in exchange for such Holder’s
Debenture an amended and restated Debenture (the “Amended and Restated
Debentures”) in a principal amount equal to the principal amount of such
Holder’s Debenture times 1.35 minus any interest paid
thereon.
|
·
|
The
conversion price under the Amended and Restated Debentures was reduced to
$0.10, subject to further adjustment as provided therein (including for
stock splits, stock dividends, and certain subsequent equity
sales).
|
·
|
The
maturity date under the Amended and Restated Debentures was extended until
December 31, 2010.
|
·
|
The
Company agreed to amend and restate each Holder’s Warrant (the “Amended
and Restated Warrants”).
|
·
|
The
exercise price under the Amended and Restated Warrants was reduced to
$0.10 subject to further adjustment as provided therein (including for
stock splits, stock dividends, and certain subsequent equity
sales).
|
·
|
The
termination date under the Amended and Restated Warrants was extended
until June 30, 2014.
|
Exhibit
Number
|
Description
|
|
2.1
|
Agreement
and Plan of Merger between the Compny, A.C.T. Acquisition Corp. and ACT,
dated as of January 3, 2005 (previously filed as Exhibit 10.1 to
the Registrant's Current Report on Form 8-K filed on January 4,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
2.2
|
Agreement
and Plan of Merger between Advanced Cell Technology, Inc., a Nevada
corporation, and Advanced Cell Technology, Inc., a Delaware
corporation, dated as of November 18, 2005 (previously filed as
Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed
on November 21, 2005 (File No. 000-50295) and incorporated by
reference herein).
|
|
2.2
|
Agreement
and Plan of Merger between Advanced Cell Technology, Inc., a Delaware
corporation, and ACT, dated as of November 18, 2005 (previously filed
as Exhibit 2.2 to the Registrant's Current Report on Form 8-K
filed on November 21, 2005 (File No. 000-50295) and incorporated
by reference herein).
|
|
3.1
|
Certificate
of Incorporation of the Company (previously filed as Exhibit 3.1 to
the Registrant's Current Report on Form 8-K filed on
November 21, 2005 (File No. 000-50295) and incorporated by
reference herein).
|
|
3.1.1
|
Certificate
of Amendment to Articles of Incorporation dated April 1, 2004
(previously filed as Exhibit 3.1.1 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
3.1.2
|
Certificate
of Amendment to Articles of Incorporation dated December 30, 2004
(previously filed as Exhibit 3.1 to the Registrant's Current Report
on Form 8-K filed on January 4, 2005 (File No. 000-50295)
and incorporated by reference herein).
|
|
3.1.3
|
Certificate
of Amendment to Articles of Incorporation dated June 23, 2005
(previously filed as Exhibit 3.1 to the Registrant's Current Report
on Form 8-K filed on June 22, 2005 (File No. 000-50295) and
incorporated by reference herein).
|
|
3.1.4
|
Certificate
of Amendment to Articles of Incorporation dated July 6, 2005
(previously filed as Exhibit 3.1 to the Registrant's Current Report
on Form 8-K filed on July 7, 2005 (File No. 000-50295) and
incorporated by reference herein).
|
|
3.15
|
Certificate
of Amendment to Certificate of Incorporation dated September 15, 2009
(previously
filed)
|
|
3.16
|
Certificate
of Designation of Series B Preferred Stock 2005 (previously filed as
Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed
on November 12, 2009 (File No. 000-50295) and incorporated by
reference herein).
|
|
3.2
|
Bylaws
of the Company (previously filed as Exhibit 3.2 to the Registrant's
Current Report on Form 8-K filed on November 21, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
3.2.1
|
Amendment
to Bylaws of the Company (previously filed as Exhibit 3.1 to the
Registrant's Current Report on Form 8-K filed on December 29,
2004 (File No. 000-50295) and incorporated by reference
herein).
|
|
4.1
|
Specimen
Stock Certificate (previously filed as Exhibit 4.1 to the
Registrant's Current Report on Form 8-K filed on November 21,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
4.2
|
Form
of $0.05 Warrant to Purchase Common Stock of ACT. ACT issued warrants in
this form for the purchase of an aggregate of 900,000 shares, including a
warrant to purchase 250,000 shares of ACT common stock to
Andwell, LLC, an entity affiliated with William Caldwell, IV,
the Chief Executive Officer and a director of the Company (previously
filed as Exhibit 4.2 to the Registrant's Quarterly Report on
Form 10-QSB filed on May 23, 2005 (File No. 000-50295) and
incorporated by reference herein).
|
|
4.3
|
Form
of $0.25 Warrant to Purchase Common Stock of ACT. ACT issued warrants in
this form for the purchase of an aggregate of 1,954,000 shares, including
(i) a warrant to purchase 236,000 shares of ACT common stock to
Andwell, LLC, an entity affiliated with William Caldwell, IV, the
Chief Executive Officer and a director of the Company, (ii) a warrant
to purchase 75,000 shares of ACT common stock to Rocket Ventures, an
entity affiliated with Jonathan Atzen, a Senior Vice President and the
General Counsel of the Company (previously filed as Exhibit 4.3 to
the Registrant's Quarterly Report on Form 10-QSB filed on
May 23, 2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
4.4
|
$0.25
Warrant to Purchase Common Stock of the Company issued to Gunnar Engstrom
(previously filed as Exhibit 4.4 to the Registrant's Quarterly Report
on Form 10-QSB filed on May 23, 2005 (File No. 000-50295)
and incorporated by reference herein).
|
|
4.5
|
Form
of $0.85 Warrant to Purchase Common Stock of ACT (previously filed as
Exhibit 4.5 to the Registrant's Quarterly Report on Form 10-QSB
filed on May 23, 2005 (File No. 000-50295) and incorporated by
reference herein).
|
|
4.6
|
Form
of $1.27 Warrant to Purchase Common Stock of ACT (previously filed as
Exhibit 4.6 to the Registrant's Quarterly Report on Form 10-QSB
filed on May 23, 2005 (File No. 000-50295) and incorporated by
reference herein).
|
|
4.7
|
Form
of $2.00 Warrant to Purchase Common Stock of ACT (previously filed as
Exhibit 4.7 to the Registrant's Quarterly Report on Form 10-QSB
filed on May 23, 2005 (File No. 000-50295) and incorporated by
reference herein).
|
|
4.8
|
Form
of Subscription Agreement to Purchase Series A Convertible Preferred
Units of ACT (previously filed as Exhibit 4.8 to the Registrant's
Quarterly Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
4.9
|
Form
of Share Purchase Agreement to purchase common stock of Two Moons Kachinas
Corp. ("TMOO"), the predecessor to the Company (previously filed as
Exhibit 4.9 to the Registrant's Quarterly Report on Form 10-QSB
filed on May 23, 2005 (File No. 000-50295) and incorporated by
reference herein).
|
|
4.10
|
Form
of Lock-Up Agreement entered into by certain sellers of TMOO common stock
(previously filed as Exhibit 4.10 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
4.11
|
Form
of Lock-Up Agreement entered into by certain buyers of TMOO common stock
(previously filed as Exhibit 4.11 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
4.12
|
Investor's
Rights Agreement between ACT and Avian Farms, Inc. dated
December 31, 1998 (previously filed as Exhibit 4.12 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
5.1
|
Opinion
of Sichenzia Ross Friedman Ference LLP (to be filed by
amendment)
|
|
9.1
|
Form
of Voting Agreement for shares of common stock of ACT held by certain
parties effective as of January 31, 2005 (previously filed as
Exhibit 9.1 to the Registrant's Quarterly Report on Form 10-QSB
filed on May 23, 2005 (File No. 000- 50295) and incorporated by
reference herein).
|
|
10.1
|
Exclusive
Development and License Agreement between GTC Biotherapeutics (f/k/a as
Genzyme Transgenics Corporation) and ACT dated June 8, 1999
(previously filed as Exhibit 10.1 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File No. 000-
50295) and incorporated by reference
herein).
|
10.2
|
Exclusive
License Agreement dated April 16, 1996 between the University of
Massachusetts and ACT as amended on September 1, 1997, May 31,
2000 and September 19, 2002 (previously filed as Exhibit 10.2 to
the Registrant's Quarterly Report on Form 10-QSB filed on
May 23, 2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.3
|
Materials
and Research Data License Agreement dated January 26, 2001 between
Wake Forest University and ACT (previously filed as Exhibit 10.3 to
the Registrant's Quarterly Report on Form 10-QSB filed on
May 23, 2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.3.1
|
July 1,
2002 Assignment to Wake Forest University Health Sciences (previously
filed as Exhibit 10.3.1 to the Registrant's Quarterly Report on
Form 10-QSB filed on May 23, 2005 (File No. 000-50295) and
incorporated by reference herein).
|
|
10.4
|
Exclusive
License Agreement dated February 1, 2002 between the University of
Massachusetts and ACT (previously filed as Exhibit 10.4 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.5
|
Non-Exclusive
Sublicense Agreement between ACT and Infigen, Inc. dated
August 1, 2003 (previously filed as Exhibit 10.5 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.6
|
Non-Exclusive
License Agreements, dated January 1, 2001 between ACT and PPL
Therapeutics (Scotland) Limited (previously filed as Exhibit 10.6 to
the Registrant's Quarterly Report on Form 10-QSB filed on
May 23, 2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.7
|
Nonexclusive
License Agreement dated May 1, 2001 between ACT and Immerge
BioTherapeutics, Inc. (previously filed as Exhibit 10.7 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.8
|
Nonexclusive
License and Sponsored Research Agreement dated June 29, 2001 between
ACT and Charles River Laboratories, Inc. (previously filed as
Exhibit 10.8 to the Registrant's Quarterly Report on Form 10-QSB
filed on May 23, 2005 (File No. 000-50295) and incorporated by
reference herein).
|
|
10.9
|
Non-Exclusive
Sublicense Agreement between Cyagra, Inc., ACT, ACT Group and
Goyaike, S.A. dated November 20, 2001 (previously filed as
Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-QSB
filed on May 23, 2005 (File No. 000-50295) and incorporated by
reference herein).
|
|
10.10
|
Exclusive
Sublicense Agreement between ACT, ACT Group and Cyagra, Inc. dated
June 28, 2002 (previously filed as Exhibit 10.10 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.11
|
Non-Exclusive
License Agreement dated November 8, 2002 between ACT and Merial
Limited (previously filed as Exhibit 10.11 to the Registrant's
Quarterly Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.12
|
Non-Exclusive
Sublicense Agreement between ACT and Infigen, Inc. dated
August 1, 2003 (previously filed as Exhibit 10.12 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.13
|
Exclusive
License Agreement dated October 22, 2003 between ACT and Exeter Life
Sciences, Inc. (previously filed as Exhibit 10.13 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.13.1
|
Letter
of Intent between ELS and ACT dated March 16, 2003 (previously filed
as Exhibit 10.13.1 to the Registrant's Quarterly Report on
Form 10-QSB filed on May 23, 2005 (File No. 000-50295) and
incorporated by reference herein).
|
|
10.13.2
|
Sponsored
Research Agreement (previously filed as Exhibit 10.13.2 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.14
|
Non-Exclusive
License Agreement dated January 4, 2002 between ACT and Genetic
Savings & Clone (previously filed as Exhibit 10.14 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.15
|
Non-Exclusive
License Agreement dated February 3, 2004 between ACT and Pureline
Genetics (previously filed as Exhibit 10.15 to the Registrant's
Quarterly Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.16
|
Non-Exclusive
License Agreement dated February 3, 2004 between ACT and First Degree
Genetics (previously filed as Exhibit 10.6 to the Registrant's
Quarterly Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.17
|
Non-Exclusive
License Agreement dated February 3, 2004 between ACT and One Degree
Genetics (previously filed as Exhibit 10.17 to the Registrant's
Quarterly Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.18
|
Option
to License Intellectual Property dated December 31, 2003 between ACT
and PacGen Cellco, LLC (previously filed as Exhibit 10.18 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.18.1
|
First
Amendment to Option to License Intellectual Property dated
February 13, 2004 (previously filed as Exhibit 10.18.1 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.19
|
Exclusive
License Agreement (Infigen IP) dated May 14, 2004 between ACT and
PacGen Cellco, LLC (previously filed as Exhibit 10.19 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.19.1
|
First
Amendment to Exclusive License Agreement (Infigen IP) dated
August 25, 2005.
|
|
10.20
|
Exclusive
License Agreement (UMass IP) dated May 14, 2004 between ACT and
PacGen Cellco, LLC (previously filed as Exhibit 10.20 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.20.1
|
First
Amendment to Exclusive License Agreement (UMass IP) dated August 25,
2005, previously filed and incorporated by reference
herein.
|
|
10.21
|
Exclusive
License Agreement (ACT IP) dated May 14, 2004 between ACT and PacGen
Cellco, LLC (previously filed as Exhibit 10.21 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.21.1
|
First
Amendment to Exclusive License Agreement (ACT IP) dated August 25,
2005, previously filed and incorporated by reference
herein.
|
|
10.22
|
Agreement
to Amend ACT/CELLCO License Agreements dated September 7, 2004 ACT
and PacGen Cellco, LLC (previously filed as Exhibit 10.22 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.23
|
Indemnification
Agreement of David Merrell to certain buyers of TMOO common stock dated
December 31, 2004 (previously filed as Exhibit 10.23 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
10.24
|
Convertible
Promissory Note to ACT Group, Inc. dated July 12, 2002 in the
amount of $1,000,000 (previously filed as Exhibit 10.24 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.25
|
Promissory
Note issued by ACT to Pierce Atwood LLP dated January 2005 in the
amount of $150,000 (previously filed as Exhibit 10.25 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.26
|
Promissory
Note issued by ACT to Pierce Atwood dated July 1, 2003 in the amount
of $339,000 (previously filed as Exhibit 10.26 to the Registrant's
Quarterly Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.27
|
Promissory
Note issued by ACT to Rothwell, Figg, Ernst & Manbeck, P.C. dated
July 8, 2003 in the amount of $272,108 (previously filed as
Exhibit 10.27 to the Registrant's Quarterly Report on
Form 10-QSB filed on May 23, 2005 (File No. 000-50295) and
incorporated by reference herein).
|
|
10.28
|
Forbearance
and Stock Purchase Agreement Among Avian Farms, Inc., ACT
Group, Inc., ACT and Cima Biotechnology, Inc., dated
July 16, 1999, as amended December 23, 1999 (previously filed as
Exhibit 10.28 to the Registrant's Quarterly Report on
Form 10-QSB filed on May 23, 2005 (File No. 000-50295) and
incorporated by reference herein).
|
|
10.29
|
Securityholders'
Agreement among ACT, ACT Group, Cyagra, Inc. and Goyaike S.A.
dated November 20, 2001 (previously filed as Exhibit 10.29 to
the Registrant's Quarterly Report on Form 10-QSB filed on
May 23, 2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.30.1
|
Securityholders'
Agreement among ACT, ACT Group, Cyagra, Inc. and Goyaike S.A.
dated July 1, 2002 (previously filed as Exhibit 10.30.1 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.30.2
|
Collaboration
Agreement and Technology License (previously filed as Exhibit 10.30.2
to the Registrant's Quarterly Report on Form 10-QSB filed on
May 23, 2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.30.3
|
Separation
Agreement among ACT, ACT Group, Cyagra, Inc. and Goyaike S.A.
(previously filed as Exhibit 10.30.3 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.31
|
Membership
Interest Exchange and Asset Sale Agreement dated May 31, 2000, by and
among ACT and Hematech, LLC, et al. (previously filed as
Exhibit 10.31 to the Registrant's Quarterly Report on
Form 10-QSB filed on May 23, 2005 (File No. 000-50295) and
incorporated by reference herein).
|
|
10.31.1
|
Buyout
Option Agreement dated May 31, 2000 between Hematech, LLC and
ACT (previously filed as Exhibit 10.31.1 to the Registrant's
Quarterly Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.32
|
Space
Sublease Agreement dated November, 2004, between BioReliance and ACT, for
381 Plantation Street, Worcester, MA 01605 (previously filed as
Exhibit 10.32 to the Registrant's Quarterly Report on
Form 10-QSB filed on May 23, 2005 (File No. 000-50295) and
incorporated by reference herein).
|
|
10.33
|
Advanced
Cell Technology, Inc. 2004 Stock Option Plan. Pursuant to this option
plan, ACT issued options to purchase an aggregate 2,604,000 shares,
including (i) options to purchase 1,500,000 shares of ACT common
stock to Michael West, the Chairman of the Board of Directors and the
Chief Scientific Officer of the Company, and (ii) options to purchase
750,000 shares of ACT common stock to Robert Lanza, the Vice President of
Medical and Scientific Development of the Company (previously filed as
Exhibit 10.33 to the Registrant's Quarterly Report on
Form 10-QSB filed on May 23, 2005 (File No. 000- 50295) and
incorporated by reference herein).
|
|
10.34
|
Advanced
Cell Technology, Inc. 2004 Stock Option Plan II. Pursuant to this
option plan, ACT issued options to purchase an aggregate 1,301,161 shares,
including (i) options to purchase 651,161 shares of ACT common stock
to William Caldwell, IV, the Chief Executive Officer and a director of the
Company, and (ii) options to purchase 240,000 shares of ACT common
stock to Robert Peabody, a director of the Company (previously filed as
Exhibit 10.34 to the Registrant's Quarterly Report on Form 10-
QSB filed on May 23, 2005 (File No. 000-50295) and incorporated
by reference herein).
|
|
10.35
|
A.C.T.
Holdings, Inc. 2005 Stock Option Plan (previously filed as
Appendix A to the Registrant's preliminary proxy statement on Form
PRE-14A filed on May 10, 2005 (File No. 000-50295) and
incorporated by reference herein).
|
|
10.36
|
Form
of Incentive Stock Option Agreement (previously filed as
Exhibit 10.36 to the Registrant's Quarterly Report on
Form 10-QSB filed on May 23, 2005 (File No. 000-50295) and
incorporated by reference herein).
|
|
10.37
|
Form
of Nonqualified Stock Option Agreement (previously filed as
Exhibit 10.37 to the Registrant's Quarterly Report on Form 10-
QSB filed on May 23, 2005 (File No. 000-50295) and incorporated
by reference herein).
|
|
10.38
|
Employment
Agreement between ACT and William M. Caldwell, IV dated December 31,
2004 (previously filed as Exhibit 10.38 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.39
|
Employment
Agreement between ACT and Michael D. West dated December 31, 2004
(previously filed as Exhibit 10.39 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.39.1
|
Amendment
No. 1 to Employment Agreement between ACT and Michael D. West dated
August 1, 2005 (previously filed as Exhibit 10.1 to the
Registrant's Current Report on Form 8-K filed on August 5, 2005
(File No. 000-50295) and incorporated by reference
herein).
|
|
10.40
|
Employment
Agreement between ACT and Robert Lanza dated February 1, 2005
(previously filed as Exhibit 10.40 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.41
|
Employment
Agreement between the Registrant, ACT and James G. Stewart dated
March 13, 2005 (previously filed as Exhibit 10.41 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.41.1
|
Amendment
to Employment Agreement between the Registrant and James G. Stewart dated
September 16, 2005 (previously filed as Exhibit 10.1 to the
Registrant's Current Report on Form 8-K filed on September 22,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.42
|
Employment
Agreement between ACT and Robert Peabody dated February 9, 2005
(previously filed as Exhibit 10.42 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.43
|
Employment
Agreement between ACT and Jonathan Atzen dated April 1, 2005
(previously filed as Exhibit 10.43 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.44
|
Employment
Agreement between ACT and Irina Klimanskaya dated October 1, 2003
(previously filed as Exhibit 10.44 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
10.45
|
Employment
Agreement between ACT and Sadhana Agarwal dated April 1, 2004
(previously filed as Exhibit 10.45 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.46
|
Employment
Agreement between ACT and James Murai dated February 17, 2005
(previously filed as Exhibit 10.46 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.47
|
Employment
Agreement between ACT and David Larocca dated February 9, 2005
(previously filed as Exhibit 10.47 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.48
|
Consulting
Agreement between ACT and William M. Caldwell, IV dated October 1,
2004 (previously filed as Exhibit 10.48 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.49
|
Consulting
Agreement between ACT and Jonathan Atzen dated January 14, 2005
(previously filed as Exhibit 10.49 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.50
|
Consulting
Agreement between ACT and Stephen Price dated December 31, 2004
(previously filed as Exhibit 10.50 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.50.1
|
Consulting
Agreement between ACT and Stephen Price dated April 28, 2005
(previously filed as Exhibit 10.50.1 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.51
|
Consulting
Agreement between ACT and Chad Griffin dated April 1, 2005
(previously filed as Exhibit 10.51 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.52
|
Consulting
Agreement between ACT and James Stewart dated January 14, 2005
(previously filed as Exhibit 10.52 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.53
|
Settlement
Agreement between ACT and Gunnar Engstrom dated January 28, 2005
(previously filed as Exhibit 10.53 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.54
|
Confidentiality
and Nondisclosure Agreement dated February 3, 1999 between ACT and
Robert Lanza, M.D. (previously filed as Exhibit 10.54 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.55
|
Consulting
Agreement dated September 29, 1997 between ACT and Dr. James
Robl (previously filed as Exhibit 10.55 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.56
|
Consulting
Agreement dated January 23, 1998 between ACT and Dr. James Robl
(previously filed as Exhibit 10.56 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.57
|
Final
Settlement Agreement dated August 6, 1999 between Infigen, Inc.,
ACT and Steven Stice (previously filed as Exhibit 10.57 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.58
|
Letter
Agreement dated April 20, 2000 between ACT and Dr. Steven L.
Stice (previously filed as Exhibit 10.58 to the Registrant's
Quarterly Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.59
|
Master
Laboratory Services Agreement dated as of January 4, 2001 between
White Eagle Laboratories, Inc. and ACT (previously filed as
Exhibit 10.59 to the Registrant's Quarterly Report on
Form 10-QSB filed on May 23, 2005 (File No. 000-50295) and
incorporated by reference herein).
|
|
10.60
|
Master
Study Agreement dated as of December 4, 2000 between Biomedical
Research Models, Inc. and ACT (previously filed as Exhibit 10.60
to the Registrant's Quarterly Report on Form 10-QSB filed on
May 23, 2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.61
|
Agreement
Relating to the Transfer of Biological Materials dated as of
February 3, 2000 between Wake Forest University and ACT (previously
filed as Exhibit 10.61 to the Registrant's Quarterly Report on
Form 10-QSB filed on May 23, 2005 (File No. 000-50295) and
incorporated by reference herein).
|
|
10.62
|
Materials
Transfer Agreement dated February 16, 2000 between ACT, B.C. Cancer
Agency and Dr. Peter Lansdorp (previously filed as Exhibit 10.62
to the Registrant's Quarterly Report on Form 10-QSB filed on
May 23, 2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.63
|
Materials
Transfer Agreement dated January 19, 2000 between ACT, IPK and Anna
Wobus (previously filed as Exhibit 10.63 to the Registrant's
Quarterly Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.64
|
Materials
Transfer Agreement dated February 23, 2000 between ACT, Philip
Damiani and Carlos T. Moraes (previously filed as Exhibit 10.64 to
the Registrant's Quarterly Report on Form 10-QSB filed on
May 23, 2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.65
|
Material
Transfer Agreement dated January 6, 1997 between ACT, University of
Massachusetts, University of Colorado and Curtis R. Freed (previously
filed as Exhibit 10.65 to the Registrant's Quarterly Report on
Form 10-QSB filed on May 23, 2005 (File
No. 000- 50295) and incorporated by reference
herein).
|
|
10.66
|
Material
Transfer Agreement dated March 20, 2000 between ACT, Charlotte Farin
and Peter Farin (previously filed as Exhibit 10.66 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.67
|
Sponsored
Research Agreement dated as of May 15, 2000 between Carl H. Lindner,
Jr. Family Center for Research of Endangered Wildlife (CREW) and ACT
(previously filed as Exhibit 10.67 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.68
|
Sponsored
Research Agreement dated as of August 9, 2000 between Cornell
University and ACT (previously filed as Exhibit 10.68 to the
Registrant's Quarterly Report on Form 10-QSB filed on May 23,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.69
|
Sponsored
Research Agreement dated as of December 1, 1999 between ACT and the
University of Massachusetts Amherst (previously filed as
Exhibit 10.69 to the Registrant's Quarterly Report on
Form 10-QSB filed on May 23, 2005 (File No. 000-50295) and
incorporated by reference herein).
|
|
10.69.1
|
Amendment
No. 1 to Agreement dated December 1, 1999 (previously filed as
Exhibit 10.69.1 to the Registrant's Quarterly Report on
Form 10-QSB filed on May 23, 2005 (File No. 000-50295) and
incorporated by reference
herein).
|
10.70
|
Sponsored
Research Agreement dated August 1, 1999 between ACT and UMass (D.
Good) (previously filed as Exhibit 10.70 to the Registrant's
Quarterly Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.71
|
Term
Sheet for Non-Exclusive License Agreement dated as of December 23,
2000 between Immerge BioTherapeutics, Inc. and ACT, as amended by
First Amendment to Term Sheet dated March 14, 2001 (previously filed
as Exhibit 10.71 to the Registrant's Quarterly Report on
Form 10-QSB filed on May 23, 2005 (File No. 000-50295) and
incorporated by reference herein).
|
|
10.72
|
Withdrawal,
Termination, Assignment and Assumption Agreement dated March 14, 2001
by and among ACT, BioTransplant, Inc., Immerge
BioTherapeutics, Inc. and Infigen, Inc. (previously filed as
Exhibit 10.72 to the Registrant's Quarterly Report on
Form 10-QSB filed on May 23, 2005 (File No. 000-50295) and
incorporated by reference herein).
|
|
10.73
|
Consulting
Agreement between ACT and Karen Chapman dated January 15, 2005
(previously filed as Exhibit 10.73 to the Registrant's Quarterly
Report on Form 10-QSB filed on May 23, 2005 (File
No. 000-50295) and incorporated by reference
herein).
|
|
10.74
|
Research
Collaboration Agreement between ACT and The Burnham Institute dated
May 23, 2005 (previously filed as Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-QSB filed on August 15,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.75
|
Securities
Purchase Agreement dated September 15, 2005 (previously filed as
Exhibit 10.1 to the Registrant's Current Report on Form 8-K
filed on September 19, 2005 (File No. 000-50295) and
incorporated by reference herein).
|
|
10.76
|
Registration
Rights Agreement dated September 15, 2005 (previously filed as
Exhibit 10.2 to the Registrant's Current Report on Form 8-K
filed on September 19, 2005 (File No. 000-50295) and
incorporated by reference herein).
|
|
10.77
|
Form
of Common Stock Purchase Warrant (previously filed as Exhibit 10.3 to
the Registrant's Current Report on Form 8-K filed on
September 19, 2005 (File No. 000-50295) and incorporated by
reference herein).
|
|
10.78
|
Form
of Amortizing Convertible Debenture (previously filed as Exhibit 10.4
to the Registrant's Current Report on Form 8-K filed on
September 19, 2005 (File No. 000-50295) and incorporated by
reference herein).
|
|
10.79
|
Form
of Lock-up Agreement (previously filed as Exhibit 10.5 to the
Registrant's Current Report on Form 8-K filed on September 19,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.80
|
Settlement
Agreement dated September 14, 2005 (previously filed as
Exhibit 10.6 to the Registrant's Current Report on Form 8-K
filed on September 19, 2005 (File No. 000-50295) and
incorporated by reference herein).
|
|
10.81
|
Form
of Convertible Promissory Note (Unsecured) (previously filed as
Exhibit 10.7 to the Registrant's Current Report on Form 8- K
filed on September 19, 2005 (File No. 000-50295) and
incorporated by reference herein).
|
|
10.82
|
Form
of Warrant to Purchase Securities (previously filed as Exhibit 10.8
to the Registrant's Current Report on Form 8-K filed on
September 19, 2005 (File No. 000-50295) and incorporated by
reference herein).
|
|
10.83
|
Agreement
between Advanced Cell Technology, Inc., Advanced Cell, Inc. and
A.C.T. Group, Inc. dated September 15, 2005 (previously filed as
Exhibit 10.9 to the Registrant's Current Report on Form 8-K
filed on September 19, 2005 (File No. 000-50295) and
incorporated by reference herein).
|
|
10.84
|
Agreement
between Capital Financial Media, LLC and Advanced Cell
Technology, Inc., dated February 9, 2006 (previously filed as
Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-QSB
filed on May 15, 2006 (File No. 000-50295) and incorporated by
reference herein).
|
|
10.85
|
Sublease
Agreement between Avigen, Inc. and Advanced Cell
Technology, Inc., dated November 29, 2005. (previously filed as
Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-QSB
filed on May 15, 2006 (File No. 000-50295) and incorporated by
reference herein).
|
|
10.86
|
Exclusive
Sublicense Agreement between Advanced Cell Technology, Inc. and
TranXenoGen, Inc., dated March 29, 2006 (previously filed as
Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-QSB
filed on May 15, 2006 (File No. 000-50295) and incorporated by
reference herein).
|
|
10.87
|
Non-Exclusive
License Agreement between Kirin Beer Kabushiki Kaisha, Aurox, LLC,
Hematech, LLC, and Kirin SD, Inc., and Advanced Cell
Technology, Inc., dated May 9, 2006 (previously filed as
Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-QSB
filed on August 11, 2006 (File No. 000-50295) and incorporated
by reference herein).
|
|
10.88
|
Exclusive
License Agreement between Kirin Beer Kabushiki Kaisha, Aurox, LLC,
Hematech, LLC, and Kirin SD, Inc., and Advanced Cell
Technology, Inc., dated May 9, 2006 (previously filed as
Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-QSB
filed on August 11, 2006 (File No. 000-50295) and incorporated
by reference herein).
|
|
10.89
|
Purchase
Agreement between Kirin SD, Inc. and Advanced Cell
Technology, Inc., dated May 9, 2006(previously filed as
Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-QSB
filed on August 11, 2006 (File No. 000-50295) and incorporated
by reference herein).
|
|
10.90
|
Consulting
Agreement between Advanced Cell Technology, Inc. and James G.
Stewart, dated August 17, 2006 (previously filed as Exhibit 10.1
to the Registrant's Current Report on Form 8-K filed on
August 18, 2006 (File No. 000-50295) and incorporated by
reference herein).
|
|
10.91
|
Securities
Purchase Agreement dated August 30, 2006 (previously filed as
Exhibit 10.1 to the Registrant's Current Report on Form 8-K
filed on September 8, 2006 (File No. 000-50295) and incorporated
by reference herein).
|
|
10.92
|
Registration
Rights Agreement dated September 15, 2005 (previously filed as
Exhibit 10.1 to the Registrant's Current Report on Form 8-K
filed on September 8, 2006 (File No. 000-50295) and incorporated
by reference herein).
|
|
10.93
|
Form
of Common Stock Purchase Warrant (previously filed as Exhibit 10.1 to
the Registrant's Current Report on Form 8-K filed on
September 8, 2006 (File No. 000-50295) and incorporated by
reference herein).
|
|
10.94
|
Form
of Amortizing Convertible Debenture (previously filed as Exhibit 10.4
to the Registrant's Current Report on Form 8-K filed on
September 8, 2006 (File No. 000-50295) and incorporated by
reference herein).
|
|
10.95
|
Form
of Lock-up Agreement (previously filed as Exhibit 10.5 to the
Registrant's Current Report on Form 8-K filed on September 8,
2006 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.96
|
Amendment
No. 1, dated as of January 11, 2007, to the Securities Purchase
Agreement, dated August 30, 2006, the Amortizing Convertible
Debenture, dated September 6, 2006, and the Registration Rights
Agreement, dated August 30, 2006 (previously filed as
Exhibit 10.97 to the Registrant's Registration Statement on
Form SB-2 filed on January 26, 2007 (File No. 333-140265)
and incorporated by reference
herein).
|
10.97
|
Amendment
No. 1, dated as of January 11, 2007, to the Securities Purchase
Agreement, the Amortizing Convertible Debenture, and the Registration
Rights Agreement, each dated August 30, 2006 (previously filed as
Exhibit 10.97 to the Registrant's Registration Statement on
Form SB-2 filed on January 26, 2007 (File No. 333-140265)
and incorporated by reference herein).
|
|
10.98
|
Patent
Assignment Agreement between Advanced Cell Technology, Inc. and
Infigen, Inc., dated February 5, 2007 (previously filed as
Exhibit 10.98 to the Registrant's Post-Effective Amendment No. 3
to its Registration Statement on Form SB-2 filed on March 28,
2007 and incorporated by reference herein).
|
|
10.99
|
Employment
Agreement between Advanced Cell Technology, Inc. and Pedro Huertas,
M.D., Ph.D., dated February 5, 2007 (previously filed as
Exhibit 10.99 to the Registrant's Post-Effective Amendment No. 3
to its Registration Statement on Form SB-2 filed on March 28,
2007 and incorporated by reference herein).
|
|
10.100
|
Research
Services Agreement between Advanced Cell Technology, Inc. and Oregon
Health & Science University, dated February 5, 2007
(previously filed as Exhibit 10.100 to the Registrant's
Post-Effective Amendment No. 3 to its Registration Statement on
Form SB-2 filed on March 28, 2007 and incorporated by reference
herein).
|
|
10.101
|
Agreement
and Plan of Merger by and among Advanced Cell technology, Inc., ACT
Acquisition Sub, Inc., Mytogen, Inc. and certain shareholders of
Mytogen, Inc., dated as of July 31, 2007 (previously filed as
exhibit 10.101 to the Amendment No. 1 to the Registrant’s 10-KSB for the
year ended December 31, 2007 filed with the SEC on June 30, 2008 and
incorporated by reference herein).
|
|
10.102
|
Escrow
Agreement by and among Advanced Cell Technology, Inc. and certain
former shareholders of Mytogen, Inc., dated as of September 20,
2007 (previously filed as exhibit 10.102 to the Amendment No. 1 to the
Registrant’s 10-KSB for the year ended December 31, 2007 filed with the
SEC on June 30, 2008 and incorporated by reference
herein)
|
|
10.103
|
Securities
Purchase Agreement dated August 31, 2007 (previously filed as
Exhibit 10.1 to the Registrant's Current Report on Form 8-K
filed on September 7, 2007 (File No. 000-50295) and incorporated
by reference herein).
|
|
10.104
|
Registration
Rights Agreement dated August 31, 2007 (previously filed as
Exhibit 10.2 to the Registrant's Current Report on Form 8-K
filed on September 7, 2007 (File No. 000-50295) and incorporated
by reference herein).
|
|
10.105
|
Form
of Common Stock Purchase Warrant (previously filed as Exhibit 10.3 to
the Registrant's Current Report on Form 8-K filed on
September 7, 2007 (File No. 000-50295) and incorporated by
reference herein).
|
|
10.106
|
Form
of Amortizing Convertible Debenture (previously filed as Exhibit 10.4
to the Registrant's Current Report on Form 8-K filed on
September 7, 2007 (File No. 000-50295) and incorporated by
reference herein).
|
|
10.107
|
Form
of Security Agreement dated August 31, 2007 (previously filed as
Exhibit 10.5 to the Registrant's Current Report on Form 8-K
filed on September 7, 2007 (File No. 000-50295) and incorporated
by reference herein).
|
|
10.108
|
Form
of Subsidiary Guaranty dated August 31, 2007 (previously filed as
Exhibit 10.6 to the Registrant's Current Report on Form 8-K
filed on September 7, 2007 (File No. 000-50295) and incorporated
by reference herein).
|
10.109
|
Form
of Lock-up Agreement (previously filed as Exhibit 10.7 to the
Registrant's Current Report on Form 8-K filed on September 7,
2007 (File No. 000-50295) and incorporated by reference
herein).
|
|
10.110
|
Amended
and Restated Consulting Agreement, dated as of September 19, 2007 by
and between Advanced Cell Technology, Inc., through its wholly owned
subsidiary Mytogen, Inc., and Dib, LLC. (previously filed as
Exhibit 10.110 to the Registrant's Registration Statement on
Form SB-2 filed on October 1, 2007 and incorporated by reference
herein).
|
|
10.111
|
Employment
Agreement, dated as of September 20, 2007, by and between Advanced
Cell technology, Inc., and Jonathan Dinsmore. (previously filed as
Exhibit 10.111 to the Registrant's Registration Statement on
Form SB-2 filed on October 1, 2007 and incorporated by reference
herein).
|
|
10.112
|
Nomination
Agreement, dated September 20, 2007, by and between Advanced Cell
Technology, Inc. and Anthem Ventures Fund, LP. (previously filed
as Exhibit 10.112 to the Registrant's Registration Statement on
Form SB-2 filed on October 1, 2007 and incorporated by reference
herein).
|
|
10.113
|
Securities
Purchase Agreement dated March 31, 2008, by and among the Company and
the investors party thereto (previously filed as Exhibit 10.1 to the
Registrant’s Quarterly Report on Form 10-Q filed on July 15, 2008 and
incorporated herein by reference).
|
|
10.114
|
Security
Agreement dated March 31, 2008, by and among the Company and the
investors party thereto (previously filed as Exhibit 10.2 to the
Registrant’s Quarterly Report on Form 10-Q filed on July 15, 2008 and
incorporated herein by reference).
|
|
10.115
|
Form of
Common Stock Purchase Warrant issued in connection with March 31,
2008 Securities Purchase Agreement (previously filed as Exhibit 10.3 to
the Registrant’s Quarterly Report on Form 10-Q filed on July 15, 2008 and
incorporated herein by reference).
|
|
10.116
|
Form of
Amortizing Convertible Debenture issued in connection with March 31,
2008 Securities Purchase Agreement (previously filed as Exhibit 10.4 to
the Registrant’s Quarterly Report on Form
10-Q
filed on July 15, 2008 and incorporated herein by
reference).
|
|
10.117
|
Subsidiary
Guarantee dated March 31, 2008 (previously filed as Exhibit 10.5 to
the Registrant’s Quarterly Report on Form 10-Q filed on July 15, 2008 and
incorporated herein by reference).
|
|
10.118
|
Convertible
Note, dated as of March 17, 2008, issued by the Company to PDPI LLC
(previously filed as Exhibit 10.6 to the Registrant’s Quarterly Report on
Form 10-Q filed on July 15, 2008 and incorporated herein by
reference).
|
|
10.119
|
Bridge
Note, dated as of March 17, 2008, issued by the Company to The
Shapiro Family Trust Dated September 25, 1989 (previously filed as
Exhibit 10.7 to the Registrant’s Quarterly Report on Form
10-Q
filed on July 15, 2008 and incorporated herein by
reference).
|
|
10.120
|
License
Agreement, dated as of February 25, 2008, by and between the Company
and Pharming Technologies B.V (previously filed as Exhibit 10.8 to the
Registrant’s Quarterly Report on Form
10-Q
filed on July 15, 2008 and incorporated herein by
reference).
|
|
10.121
|
Convertible
Promissory Note A, dated as of February 15, 2008, issued by the
Company to JMJ Financial (previously filed as Exhibit 10.9 to the
Registrant’s Quarterly Report on Form
10-Q
filed on July 15, 2008 and incorporated herein by
reference).
|
|
10.122
|
Convertible
Promissory Note B , dated as of February 15, 2008, issued by the Company
to JMJ Financial, and Amendment to Convertible Promissory Note B, dated as
of March 17, 2008 (previously filed as Exhibit 10.10 to the Registrant’s
Quarterly Report on Form 10-Q
filed on July 15, 2008 and incorporated herein by
reference).
|
10.123
|
Secured
& Collateralized Promissory Note, dated as of February 15, 2008,
issued by JMJ Financial to the Company (previously filed as Exhibit 10.11
to the Registrant’s Quarterly Report on Form
10-Q
filed on July 15, 2008 and incorporated herein by
reference).
|
|
10.124
|
Collateral
& Security Agreement, dated as of February 15, 2008, by and between
the Company and JMJ Financial (previously filed as Exhibit 10.12 to the
Registrant’s Quarterly Report on Form
10-Q
filed on July 15, 2008 and incorporated herein by
reference).
|
|
10.125
|
Consent,
Amendment and Exchange Agreement, dated as of July 29, 2009, by and
between the Company and the holders named on the signature pages thereto
(previously filed as Exhibit 10.1 to the Registrant’s Current Report on
Form 8-K
filed on August 4, 2009 and incorporated herein by
reference).
|
|
10.126
|
Consent,
Amendment and Exchange Agreement, dated as of July 29, 2009, by and
between the Company and the senior noteholders named on the signature
pages thereto (previously filed as Exhibit 10.2 to the Registrant’s
Current Report on Form 8-K filed on August 4, 2009 and incorporated herein
by reference).
|
|
10.127
|
Preferred
Stock Purchase Agreement, dated November 2, 2009, between Advanced Cell
Technology, Inc, and Optimus Capital Partners, LLC, dba Optimus Life
Sciences Capital Partners, LLC (previously
filed)
|
|
10.128
|
Warrant,
dated November 2, 2009 (previously
filed)
|
|
10.129
|
Subscription
Agreement, dated November 12, 2009 (previously
filed)
|
|
10.130
|
Form
of Class A Warrant (previously filed)
|
|
10.131
|
Form
of Class B Warrant (previously filed)
|
|
10.132
|
Form
of Additional Investment Right*
|
|
10.133 |
Employment
Agreement, dated October 1, 2009, between the Company and Robert P. Lanza
(previously filed as Exhibit 10.1 to the Registrant’s Current Report on
Form 8-K filed on November 17, 2009 and incorporated herein by
reference).
|
|
10.134 | Form of Note (previously filed) | |
23.1
|
Consent
of Independent Registered Public Accounting Firm*
|
|
23.2
|
Consent
of Sichenzia Ross Friedman Ference LLP (to be filed by
amendment)
|
|
ADVANCED
CELL TECHNOLOGY, INC.
|
|||
A
Delaware corporation
|
|||
By:
|
/s/
William M. Caldwell, IV
|
||
William
M. Caldwell, IV
|
|||
Its:
|
CEO
and Chairman
|
||
(Principal
Executive Officer, Principal Financial Officer and Principal Accounting
Officer)
|
/s/
William M. Caldwell, IV
|
||||
William
M. Caldwell, IV
|
February
1, 2010
|
|||
CEO
and Chairman (Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer)
|
||||
/s/
Erkki Rouslahti *
|
||||
Erkki
Ruoslahti, M.D., Ph.D.
|
February
1, 2010
|
|||
Director
|
||||
/s/
Gary Rabin *
|
||||
Gary
Rabin
|
February
1, 2010
|
|||
Director
|
||||
/s/
Alan C. Shapiro *
|
||||
Alan
C. Shapiro
|
February
1, 2010
|
|||
Director
|
||||
*
By
|
/s/
William M. Caldwell, IV
|
William
M. Caldwell, IV
|
|
Attorney-in-fact
|