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Delaware
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87- 0656515
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer identification No.)
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Title
of each class of securities
to
be registered
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Amount to be Registered
(1)
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Proposed
Maximum Offering Price Per Security
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Proposed
Maximum Aggregate Offering Price
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Amount
of Registration
Fee
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||||||||||||
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Common
Stock, $0.01 par value
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145,837,250
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(2)
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$
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0.123
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(3)
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$
|
17,937,981.75
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$
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1,000.94
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|||||||
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Total
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$
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$
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1,000.94
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|||||||||||||
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(1)
|
Pursuant
to Rule 416 promulgated under the Securities Act of 1933, as amended,
there are also registered hereunder such indeterminate number of
additional shares as may be issued to the selling stockholders to prevent
dilution resulting from stock splits, stock dividends or similar
transactions.
|
|
(2)
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Represents
shares of common stock issuable pursuant to the Advanced Cell Technology,
Inc. 2005 Stock Incentive Plan.
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(3)
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Computed
pursuant to Rule 457(c) on the basis of the average of the high and low
prices of the common stock as reported on the Over-the-Counter Bulletin
Board on October 7, 2009.
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| EXHIBIT NUMBER |
EXHIBIT
|
|
|
5.1
|
Opinion
of Sichenzia Ross Friedman Ference LLP.
|
|
|
23.1
|
Consent of Sichenzia Ross Friedman Ference LLP is contained in Exhibit 5.1 | |
| 23.2 |
Consent
of SingerLewak LLP.
|
|
| 99.1 |
Advanced
Cell Technology, Inc. 2005 Stock Incentive Plan (Incorporated by reference
to the Registrant’s Definitive Proxy Statement filed with the
Securities and Exchange Commission on August 11, 2009)
|
|
|
The
Company hereby undertakes:
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|
(a)
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(1)
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities
Act.
|
|
(ii)
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To
reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective Registration
Statement.
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(iii)
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To
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement; provided,
however, that (A) paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the Registration Statement is on Form S–8 (§239.16b of
Regulation S-K), and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed
with or furnished to the Securities and Exchange Commission by the Company
pursuant to section 13 or section 15(d) of the Exchange Act (15 U.S.C. 78m
or 78o(d)) that are incorporated by reference in the Registration
Statement; and (B) paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii)
do not apply if the Registration Statement is on Form S-3 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the
Securities and Exchange Commission by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of the
Registration Statement; provided further, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is for
an offering of asset-backed securities on Form S-1 or Form S-3, and the
information required to be included in a post-effective amendment is
provided pursuant to Item 1100(c) of Regulation
AB.
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(2)
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That,
for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
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(4)
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That,
for the purpose of determining liability under the Securities Act of 1933
to any purchaser:
(A) Each
prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement;
and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or
(b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to
Rule 415(a)(1)(i), (vii) or (x) for the purpose
of providing the information required by Section 10(a) of the Securities
Act of 1933 shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in
Rule 430B, for liability purposes of the issuer and any person that
is at that date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the securities in
the registration statement to which the prospectus relates, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time of contract
of sale prior to such effective date, supersede or modify any statement
that was made in the registration statement or prospectus that was part of
the registration statement or made in any such document immediately prior
to such effective date.
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(b)
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The
Company hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Company’s annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering
thereof.
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(c)
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Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of
such issue.
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ADVANCED
CELL TECHNOLOGY, INC.
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|||
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By:
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/s/ William
M. Caldwell, IV
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||
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William
M. Caldwell, IV
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|||
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Chief
Executive Officer
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|||
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/s/
William M. Caldwell, IV
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Chief
Executive Officer
(Principal
Executive Officer, Principal Financial Officer, and
|
October
13, 2009
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William
M. Caldwell, IV
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Principal
Accounting Officer)
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/s/
Erkki Ruoslahti
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|||
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Erkki
Ruoslahti, M.D, PhD
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Director
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October 13,
2009
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/s/ Gary Rabin
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|||
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Gary
Rabin
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Director
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October
13, 2009
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/s/ Alan C. Shapiro
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|||
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Alan
C. Shapiro
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Director
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October 13,
2009
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|
| EXHIBIT NUMBER |
EXHIBIT
|
|
|
5.1
|
Opinion
of Sichenzia Ross Friedman Ference LLP.
|
|
|
23.1
|
Consent of Sichenzia Ross Friedman Ference LLP is contained in Exhibit 5.1 | |
| 23.2 |
Consent
of SingerLewak LLP.
|
|
| 99.1 |
Advanced
Cell Technology, Inc. 2005 Stock Incentive Plan (Incorporated by reference
to the Registrant’s Definitive Proxy Statement filed with the
Securities and Exchange Commission on August 11, 2009)
|
|