x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Delaware
|
87-0656515
|
|
(STATE
OR OTHER JURISDICTION OF
INCORPORATION
OR ORGANIZATION)
|
(I.R.S.
EMPLOYER IDENTIFICATION
NO.)
|
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
|
Smaller
reporting company x
|
(Do
not check if a smaller reporting company)
|
PART
IV
|
|
Item
8. Financial Statements and Supplementary Data
|
4
|
Item
15. Exhibits and Financial Statement
Schedules
|
45
|
December 31,
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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 |
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
|
Exhibit
Number
|
Description
|
|
2.1
|
Agreement
and Plan of Merger between the Company, 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 incorporation 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).
|
|
3.2
|
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).
|
|
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
|
Exclusive
License and Partnering Agreement, dated July 9, 2008, between the Company
and Embryome Sciences, Inc.*
|
|
10.126
|
Exclusive
License Agreement, dated as of November 30, 2008, between CHA Biotech
Co., Ltd. and Allied Cell Technologies, Inc.*
|
|
10.127
|
Exclusive
License Agreement, dated as of December 18, 2008, between the Company and
Transition Holdings, Inc.*
|
|
10.128
|
Exclusive
License Agreement, dated as of March 30, 2009, between the Company and CHA
Biotech Co., Ltd.*
|
|
10.129
|
Exclusive
License Agreement, dated as of May 8, 2009, between the Company and CHA
Biotech Co., Ltd.*
|
|
10.130
|
Allied Cell Technologies, Inc. Common Stock Purchase Agreement, dated November 30, 2008, between the Company and Allied Cell Technologies, Inc.* | |
14.1
|
Code
of Ethics for Designated Senior Financial Managers (previously filed as
Exhibit 14.1 to the Registrant's Current Report on Form 8-K
filed on August 5, 2005 (File No. 000-50295) and incorporated by
reference herein).
|
|
14.2
|
Code
of Business Conduct and Ethics (previously filed as Exhibit 14.2 to
the Registrant's Current Report on Form 8-K filed on August 5,
2005 (File No. 000-50295) and incorporated by reference
herein).
|
|
16.1
|
Copy
of letter from Stonefield Josephson, Inc. to the Securities and
Exchange Commission, dated April 20, 2007 (previously filed as
Exhibit 16.1 to the Registrant's Current Report on Form 8-K
filed on April 20, 2007 (File No. 000-50295) and incorporated by
reference herein).
|
|
23.1 |
Consent
of Independent Registered Public Accounting Firm*
|
|
31.1
|
Certification
of the Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002*
|
|
31.2
|
Certification
of the Principle Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002*
|
|
32.1
|
Certification
of Chief Executive Officer and Principle Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002*
|
ADVANCED
CELL TECHNOLOGY, INC.
|
||
By
|
/s/
William M. Caldwell, IV
|
|
William
M. Caldwell, IV
|
||
Chief
Executive Officer (Principal Executive Officer and Principle Financial
Officer)
|
/s/
William M. Caldwell, IV
|
August
5, 2009
|
|
William
M. Caldwell, IV
|
||
Chief
Executive Officer
|
||
(Principal
Executive Officer and Principle Financial Officer)
Chairman
of the Board of Directors
|
||
/s/
Erkki Ruoslahti, M.D., Ph.D.
|
August
5, 2009
|
|
Erkki
Ruoslahti, M.D., Ph.D.,
Director
|
||
/s/
Gary Rabin
|
August
5, 2009
|
|
Gary
Rabin,
Director
|
||
/s/
Alan C. Shapiro
|
August
5, 2009
|
|
Alan
C. Shapiro,
Director
|