Delaware
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000-50295
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87-0656515
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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381
Plantation Street Worcester, Massachusetts 01605
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(Address
of principal executive offices, including zip code)
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(510)
748-4900
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(Registrant’s
telephone number, including area code)
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Copies
to:
Thomas
A. Rose, Esq.
David
Manno, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd Floor
New
York, NY 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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(Former
name or former address, if changed since last
report)
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·
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The
Company agreed to sell, and the Investor agreed to purchase, in one or
more purchases from time to time (“Tranches”) in the Company’s sole
discretion (subject to the conditions set forth therein), (i) up to 1,000
shares of Series B Preferred Stock (the “Preferred Shares”) at a purchase
price of $10,000 per share, for an aggregate purchase price of up to
$10,000,000, and (ii) five-year warrants (“Warrants”) to purchase shares
of the Company’s common stock with an aggregate exercise price
equal to 135% of the purchase price paid by the Investor, at an exercise
price per share equal to the closing bid price of the Company’s common
stock on the date the Company provides notice of such Tranche. The
Warrants will be issued in replacement of a five-year warrant to purchase
119,469,027 shares of common stock with an exercise price per share of
$0.113 the Company issued on the Effective
Date.
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·
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the
Company agreed to pay to the Investor a commitment fee of $500,000 (the
“Commitment Fee”), at the earlier of the closing of the first Tranche or
the six month anniversary of the Effective Date, payable at the Company’s
election in cash or common stock valued at 90% of the volume weighted
average price of the Company’s common stock on the five trading days
preceding the payment date.
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·
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the
Company agreed to use its best efforts to file within 60 days of the
Effective Date, and cause to become effective as soon as possible
thereafter, a registration statement with the Securities and Exchange
Commission for the resale of all shares of common stock issuable pursuant
to the Purchase Agreement, including the shares of common stock underlying
the Warrants, and shares issuable in payment of the Commitment
Fee.
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·
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On
November 3, 2009 the Company filed a certificate of designations for
the Series B Preferred Stock (the “Certificate of Designations”). Pursuant
to the Certificate of Designations, the Preferred Shares shall, with
respect to dividend, rights upon
liquidation, winding-up or dissolution, rank: (i) senior to the Company’s
common stock, and any other class or series of preferred stock of the
Company, except Series A-1 Convertible Preferred Stock which shall rank
senior in right of liquidation and pari passu with respect
to dividends; and (ii) junior to all existing and future indebtedness of
the Company. In addition, the Preferred Shares (a) shall accrue dividends
at a rate of 10% per annum, payable in Preferred Shares, (ii)
shall not have voting rights, and (iii) may be redeemed at the
Company’s option, commencing 4 years from the issuance date at a price per
share of (a) $10,000 per share plus accrued but unpaid
dividends (the “Series B Liquidation Value”), or, at a price per share of
: (x) 127% of the Series B Liquidation Value if redeemed on or after the
first anniversary but prior to the second anniversary of the initial
issuance date, (y) 118% of the Series B Liquidation Value if redeemed on
or after the second anniversary but prior to the third anniversary of the
initial issuance date, and (z) 109% of the Series B Liquidation Value if
redeemed on or after the third anniversary but prior to the fourth
anniversary of the initial Issuance
Date
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Exhibit Number
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Description
of Exhibit
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3.1
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Certificate
of Designations of Series B Preferred
Stock
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ADVANCED
CELL TECHNOLOGY, INC.
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By:
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/s/
William M. Caldwell, IV
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William
M. Caldwell, IV
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Chief
Executive Officer
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Dated:
November 13, 2009
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