SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): February 18,
2010
ADVANCED
CELL TECHNOLOGY, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-50295
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87-0656515
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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381
Plantation Street Worcester, Massachusetts 01605
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(Address
of principal executive offices, including zip code)
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(510)
748-4900
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(Registrant’s
telephone number, including area code)
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Copies
to:
Thomas
A. Rose, Esq.
David
Manno, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New
York, New York 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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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)
o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CAR
240.13e-4(c))
1
ITEM 1.01 Entry into a Material Definitive
Agreement.
On
February 22, 2010, Advanced Cell Technology, Inc. (the “Company”) entered into
an employment agreement (the “Employment Agreement’) with William M. Caldwell,
IV, who has been the Company’s chief executive office and chairman since January
2005. Pursuant to the Employment Agreement, the parties agreed as
follows:
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·
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Mr.
Caldwell will continue to serve as the Company’s chief executive officer,
for a term of two and 1/3 years commencing on October 1, 2009, subject to
earlier termination as provided therein. The term under the Employment
Agreement will renew automatically for additional one year terms unless
either party provides written notice of intent not to renew the Employment
Agreement at least 90 days prior to such automatic
renewal.
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·
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The
Company will pay Mr. Caldwell an initial base salary of $480,000 per
annum, which base salary will increase annually by not less than the
annual increase in the consumer price index, and may be increased during
the term by a greater amount at the sole discretion of the Company’s board
of directors.
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·
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Within
10 days of execution of the Employment Agreement, the Company will pay Mr.
Caldwell a retention bonus of
$100,000.
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·
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Commencing
in the 2010 calendar year, the Company will pay Mr. Caldwell an annual
bonus based on the performance of the Company’s common stock. The Company
may also pay Mr. Caldwell additional bonuses in the Company’s sole
discretion.
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·
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The
Company will recommend to the Company’s board of directors that the
Company issue to Mr. Caldwell restricted common stock in an amount equal
to the greater of (a) 70,000,000 shares or (b) 7% of the Company’s fully
diluted shares of issued and outstanding common
stock.
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·
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If
Mr. Caldwell’s employment under the Employment Agreement is terminated by
the Company without cause (as defined therein), or by Mr. Caldwell for
good reason (as defined therein) the Company will pay Mr. Caldwell
severance of two years’ base
salary.
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2
ITEM 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
See Item
3.02.
ITEM 3.02 Unregistered Sales of Equity
Securities.
As
previously reported, on November 12, 2009, the Company entered into a
subscription agreement (the “Subscription Agreement”) with the subscribers
identified on the signature pages thereto (the “Subscribers”). Pursuant to the
Subscription Agreement, the Company agreed to sell, and the Subscribers agreed
to purchase, subject to the terms and conditions therein, original issue
discount promissory notes in the principal amount of a minimum of $2,400,000,
for a purchase price of a minimum of $2,000,000 (the “Notes”). The Notes will be
convertible into shares of the Company’s common stock at a conversion price of
$0.10. Pursuant to the Subscription Agreement, the Company also agreed to issue
(i) one-and-one third Class A warrants (“Class A Warrants”) for each two shares
of common stock underlying the Notes, to purchase shares of the Company’s common
stock with a term of five years and an exercise price of $0.108, (ii) additional
investment rights, exercisable until 9 months after the initial closing date of
the Subscription Agreement (“Additional Investment Rights”), to purchase (a)
original issue discount promissory notes (“AIR Notes”), with the same terms as
the Notes, in the principal amount of up to the principal amount of the Notes to
be purchased by the Subscribers, for a purchase price of up to the purchase
price paid by the Subscribers for the Notes, with a conversion price of $0.10,
and (b) one-and-one third Class B warrants (“Class B Warrants”) for each two
shares of common stock underlying the AIR Notes, to purchase shares of the
Company’s common stock with a term of five years and an exercise price of
$0.108.
The
Company will be required to redeem the Notes monthly commencing in May 2010, in
the amount of 14.28% of the initial principal amount of the Notes, in cash or
common stock at the Company’s option (subject to the conditions set forth in the
Notes), until the Notes are paid in full.
Pursuant
to the initial closing under the Subscription Agreement, on November 12, 2009,
and November 13, 2009, the Company sold Notes in the aggregate principal amount
of $2,103,000 for an aggregate purchase price of $1,752,500. Pursuant to the
initial closing under the Subscription Agreement, the Company also issued an
aggregate of (i) 14,020,000 Class A Warrants, and (ii) Additional Investment
Rights for the purchase of up to (a) $4,206,000 principal amount of AIR Notes
for a purchase price of up to $3,505,000 and (b) 28,040,000 Class B
Warrants.
The
Subscribers also agreed to purchase, subject to customary conditions, additional
Notes in the principal amount of $2,103,000, for a purchase price of $1,752,500,
in a second closing to occur within 90 days of the initial closing.
On
February 18, 2010, pursuant to the second closing under the Subscription
Agreement, the Company sold to the Subscribers, Notes in the aggregate principal
amount of $2,103,000, for an aggregate purchase price of $1,752,500 (including
$67,500 paid for by forgiveness of legal fees) and issued 14,020,000 Class A
Warrants.
In
connection with the second closing under the Subscription Agreement, on February
18, 2010, the Company issued 250,000 shares of common stock, valued at $25,000,
to Momona Capital LLC, as a due diligence fee.
Immediately
following the second closing under the Subscription Agreement, the Company had
824,886,586 shares of common stock issued and outstanding.
In
connection with the foregoing, the Company relied upon the exemption from
securities registration afforded by Rule 506 of Regulation D as promulgated by
the United States Securities and Exchange Commission under the Securities Act of
1933, as amended (the “Securities Act”) and/or Section 4(2) of the Securities
Act. No advertising or general solicitation was employed in offering the
securities. The offerings and sales were made to a limited number of persons,
all of whom were accredited investors, and transfer was restricted by the
Company in accordance with the requirements of the Securities Act of
1933.
3
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
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ADVANCED
CELL TECHNOLOGY, INC.
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By:
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/s/
William M. Caldwell, IV
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William
M. Caldwell, IV
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Chief
Executive Officer
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Dated:
February 24, 2010
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