form8k.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): October 31,
2009
ADVANCED
CELL TECHNOLOGY, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-50295
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87-0656515
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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381
Plantation Street Worcester, Massachusetts 01605
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(Address
of principal executive offices, including zip code)
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(510)
748-4900
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(Registrant’s
telephone number, including area code)
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(Former
name or former address, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)
o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CAR
240.13e-4(c))
ITEM 8.01
Other Events.
The
Company intends to sell (the “Offering”) 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 the
Company’s common stock at a conversion price of $0.10. Pursuant to the Offering,
the Company also intends to issue (i) one-and-one third Class A warrants (“Class
A Warrants”) for each two shares of common stock underlying the Notes, to
purchase shares of the Company’s common stock with a term of five years and an
exercise price equal to 110% of the closing price of the Company’s common stock
for the trading day preceding the initial closing date of the Offering (provided
that, the initial exercise price shall not be less than $0.10), (ii) additional
investment rights, exercisable until 9 months after the second closing date of
the Offering (“Additional Investment Rights”), to purchase (a) promissory notes
(“Air Notes”) in the principal amount of a minimum of $2,400,000, for a purchase
price of a minimum of $2,000,000, with a conversion price of $0.10, and
one-and-one third Class A warrants (“Class A Warrants”) for each two shares of
common stock underlying the AIR Notes, to purchase shares of the Company’s
common stock with a term of five years and an exercise price equal to 110% of
the closing price of the Company’s common stock for the trading day preceding
the initial closing date of the Offering (provided that, the initial exercise
price shall not be less than $0.10).
The
Company will be required to redeem the Notes monthly commencing in May 2009, in
the amount of 14.28% of the initial principal amount of the Notes, in cash or
common stock at the Company’s option (subject to the conditions set forth in the
Notes), until the Notes are paid in full..
The
initial closing under the Offering will be for the purchase of a minimum of
$1,200,000 principal amount of Notes, for a purchase price of a minimum of
$1,000,000. The second closing under the Offering will be within 90 days of the
initial closing under the Offering and will be for the purchase of a minimum of
$1,200,000 principal amount of Notes, for a purchase price of a minimum of
$1,000,000.
The
disclosure in this current report on Form 8-K have been made pursuant to Rule
135 promulgated under the Securities Act of 1933, as amended (the
“Act”). The securities offered pursuant to the Offering, have not
been registered under the Act and are being sold in reliance upon an exemption
from the registration requirements of the Act pursuant to Regulation D
promulgated under the Act. Therefore, the securities may not be offered or sold
in the United States absent registration or an applicable exemption from the
registration requirements of the Act and any applicable state securities laws.
This current report on Form 8-K does not constitute an offer to sell any
securities or a solicitation of an offer to purchase any
securities.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
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ADVANCED
CELL TECHNOLOGY, INC.
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By:
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/s/
William M. Caldwell, IV
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William
M. Caldwell, IV
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Chief
Executive Officer
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Dated:
November 2, 2009
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