UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

AMENDMENT NO. 1

(Mark One)

 

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2012

 

OR

 

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

 

Commission file number 0-50295

 

ADVANCED CELL TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		87-0656515
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)		(I.R.S. EMPLOYER IDENTIFICATION NO.)

 

33 Locke Drive, Marlborough, Massachusetts 01752

 

(508) 756-1212

 

(Address and telephone number, including area code, of registrant’s principal executive offices)

 

Securities registered pursuant to Section 12(b) of the Act:

None.

(Title of Class)

 

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value per share

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer x
Non-accelerated filer ¨	Smaller reporting company ¨
(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ¨ No x

The aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant (based upon the closing price of $0.06 for the registrant’s Common Stock as of June 30, 2012) was approximately $133 million (based on 2,138,483,798 shares of common stock outstanding and held by non-affiliates on such date). Shares of the registrant’s Common Stock held by each executive officer and director and by each entity or person that, to the registrant’s knowledge, owned 10% or more of the registrant’s outstanding Common Stock as of June 30, 2012 have been excluded in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of outstanding shares of the registrant’s Common Stock, $0.001 par value, was 2,345,461,066 shares as of February 4, 2013.

 

EXPLANATORY NOTE

 

The purpose of this Amendment No. 1 to Advanced Cell Technology, Inc.’s Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended December 31, 2012, as filed with the Securities and Exchange Commission (the “Commission”) on March 7, 2013, is to make the following amendments to the Form 10-K:

 

	·	amend the number of shares of our common stock that we report as outstanding on the cover page of this report to include an additional 8,857,144 shares of our common stock that we previously granted to a director and two executive officers of our company. We previously excluded these shares from the total because such shares are subject to future vesting and we have yet to instruct our transfer agent to issue such shares;
	·	correct the public float calculation reported on the cover page of this report;

 

·

amend the “Section 16(a) Beneficial Ownership Reporting Compliance” in Item 10 to report additional late Section 16 reports by Gary Rabin, our Chairman and Chief Executive Officer; and

 

·

amend the beneficial ownership table in Item 12 to (a) correct the beneficial ownership percentages based on the correction to the number of shares of our outstanding common stock (as noted in the first bullet above) and (b) correct the number of shares of common stock that we report as currently held by certain of our officers and directors due to Mr. Rabin’s unreported transactions (as noted in the bullet immediately above) and our previous method of excluding unvested shares of common stock from the tally of shares held by certain of our officers and directors.

 

Except as discussed above, the Form 10-K has not been otherwise modified.

 

 

 

 

 

 

 

 

 

PART III

 

Item 10.

Directors, Executive Officers and Corporate Governance.

 

Our Directors and Executive Officers

Our directors are elected at the annual meeting of stockholders to hold office until the annual meeting of stockholders for the ensuing year or until their successors have been duly elected and qualified. Officers are elected annually by the Board of Directors and serve at the discretion of the Board. Following is information about our executive officers and directors. There are no family relationships among our executive officers or directors.

Name		Age		Position
Gary Rabin		47		Chief Executive Officer and Chairman of the Board of Directors
Robert P. Lanza M.D.		57		Chief Scientific Officer
Alan C. Shapiro, Ph.D.		67		Member of the Board of Directors
Robert Langer, Sc.D.		65		Member of the Board of Directors
Zohar Loshitzer		55		Member of the Board of Directors
Gregory D. Perry		52		Member of the Board of Directors
Michael Heffernan		48		Member of the Board of Directors

 

Gary Rabin has served as a director since December 2007 and as our Chief Executive Officer and Chairman of the Board since December 2010. Prior to joining us as CEO, Mr. Rabin had a twenty three year career in finance that primarily encompassed investment management and capital raising targeting small-cap and emerging growth companies. Until November 2010, he was the Managing Partner of GR Advisors LLC, a long/short hedge fund focused on the media and communications industry. From 2003 until July 2007, he was a Portfolio Manager at MAC Investment Management, LLC (“MAC”), a long/short hedge fund where he focused on communications, healthcare services, energy and special situations. Prior to that, he was Managing Director and Co-Head of the Media and Telecom Investment Banking Group at CIBC World Markets (“CIBC”), where he was responsible for all corporate finance and M&A, financial restructurings, and principal investing activities (both debt and equity) within the sector. Before joining CIBC, Mr. Rabin served in an operating capacity at a broadband services company when he was Chief Strategy Officer of CAIS Internet, Inc. (“CAIS”). At CAIS, he was responsible for raising over $500 million of financing commitments in both the public equity markets and from his relationships at Kohlberg, Kravis Roberts & Co., Qwest Communications, Cisco, Nortel, 3Com and Microsoft. Mr. Rabin has also started and served as Managing Director and Head of the Global Telecom Investment Banking Group at ING Barings Furman Selz, and was a founder of the telecom group at UBS Securities. He began his career in finance in 1987, and concentrated on energy, utilities, and metals until 1993. Throughout his career, Mr. Rabin has been responsible for building and developing businesses. Mr. Rabin earned an AB in Economics from the University of Michigan. Mr. Rabin’s long career as a senior manager in both the investment banking community and as a senior financial executive qualifies him to be a member of the Board of Directors of Advanced Cell Technology, Inc.

Robert P. Lanza, M.D. has been our Chief Scientific Officer since October 2007. Dr. Lanza has over 20 years of research and industrial experience in the areas of tissue engineering and transplantation medicine. Prior to his promotion to Chief Scientific Officer, Dr. Lanza served as the Company’s VP of Research & Scientific Development. Before joining us in 1999, from 1990 to 1998, Dr. Lanza was Director of Transplantation Biology at BioHybrid Technologies, Inc., where he oversaw that company’s xenotransplantation and bioartificial pancreas programs. He has edited or authored sixteen books, including Principles of Tissue Engineering (4^th ed. co-edited with R. Langer and J. Vacante), Yearbook of Cell and Tissue Transplantation, One World The Health & Survival of the Human Species in the Twenty-First Century, and Xeno: The Promise of Transplanting Animal Organs into Humans (co-authored with D.K.C. Cooper). Dr. Lanza received his B.A. and M.D. Degrees from the University of Pennsylvania, where he was both a University Scholar and Benjamin Franklin Scholar.

Alan C. Shapiro, Ph.D. has served as director since 2005. He adds more than 30 years’ experience in corporate and international financial management to the Company. Dr. Shapiro is currently the Ivadelle and Theodore Johnson Professor of Banking and Finance at the Marshall School of Business, University of Southern California, where he previously served as the Chairman of the Department of Finance and Business Economics, Marshall School of Business. Prior to joining the University of Southern California, Dr. Shapiro taught as an Assistant Professor at the University of Pennsylvania, Wharton School of Business, and has been a visiting professor at Yale University, UCLA, the Stockholm School of Economics, University of British Columbia, and the U.S. Naval Academy. Dr. Shapiro has published over 50 articles in such academic and professional journals as the Journal of Finance, Harvard Business Review, and the Journal of Business, among many others. He frequently serves as an expert witness in cases involving valuation, economic damages, international finance, takeovers, and transfer financing through Trident Consulting Group LLC. He received his B.A. in Mathematics from Rice University, and a Ph.D. in Economics from Carnegie Mellon University. Dr. Shapiro is a trustee of Pacific Corporate Group’s Private Equity Fund. Dr. Shapiro’s board experience on multiple public company boards, his recognized expertise as a highly sought after financial advisor and his career as a professor and Chair in the field of Finance and Administration qualifies him as a valued member of our board of directors.

 

Robert S. Langer, Sc.D. has served as a director since October 2011. Since 2005, he has been an Institute Professor (there are 14 Institute Professors at MIT; being an Institute Professor is the highest honor that can be awarded to a faculty member). Dr. Langer has written approximately 1,120 articles and has nearly 800 issued or pending patents. His many awards include the National Medal of Science, Charles Stark Draper Prize (considered the engineering Nobel Prize), Albany Medical Center Prize (largest US medical prize) and the Lemelson-MIT prize, for being “one of history’s most prolific inventors in medicine.” Langer is one of the very few individuals ever elected to the Institute of Medicine, the National Academy of Engineering, and the National Academy of Sciences. Dr. Langer also serves on the board of directors of Fibrocell Science, Inc. Dr. Langer’s medical and scientific knowledge and experience qualify him to serve as a director of the Company.

Zohar Loshitzer has served as a director since November 2011. He is currently the CEO of Presbia, Inc. As a principal in Los Angeles-based private equity firm Orchard Capital, he has held leadership positions in several of its portfolio companies, including Presbia. Previously, Mr. Loshitzer served as the president, CEO and founder of Universal Telecom Services (UTS), which provides high-quality, competitively priced voice and data telecommunications solutions to emerging markets. Mr. Loshitzer oversaw the company’s operations and its critical relationships with key foreign entities, mainly in the Indochina region. He is one of the founders of J2 Global Communications (NASDAQ: JCOM), and a co-founder and former managing director of Life Alert Emergency Response, Inc. He currently serves as a managing director of Orchard Telecom, Inc., and currently serve as a board member of Environmental Solutions Worldwide Inc. (ESW). (ESW) is a publicly traded company (OTCBB: ESWW) and manufactures and markets a diverse line of proprietary catalytic emission conversion, control and support products and technologies for the International Transportation, Construction and Utility markets. He has previously served as a board member to MAI Systems Corporation, an AMEX-listed company. Earlier in his career, Mr. Loshitzer worked in the aerospace industry at the R&D lab of Precision Instruments, a division of IAI (Israel Aircraft Industries).Mr. Loshitzer focuses on helping grow companies from startups to global enterprises. Under his leadership, company infrastructures have been dramatically scaled and offerings broadened while maintaining a strong culture of innovation. Mr. Loshitzer holds a degree in Electrical & Electronic Engineering from Ort Syngalowski College in Israel. Mr. Loshitzer’s finance and business management knowledge and experience qualifies him to serve as a director of the Company.

Gregory D. Perry has served as a director since December 2011. He is currently the Executive VP and CFO at ImmunoGen which he joined in January 2009 as Senior Vice President and Chief Financial Officer and was promoted to his current position in March 2011. Before joining ImmunoGen, Mr. Perry was CFO of Elixir Pharmaceuticals, Inc., where he was extensively involved in partnering and fundraising activities. Prior to Elixir, he was CFO of Domantis, Ltd., an antibody-related therapeutics company acquired by GlaxoSmithKline in 2006. Previously, Mr. Perry was Senior Vice President of Finance and CFO at Transkaryotic Therapies, Inc. (TKT) until its acquisition by Shire plc. in 2005. Before joining TKT in 2003, Mr. Perry held positions of increasing responsibility during his five years at PerkinElmer, Inc., rising to Senior Vice President, Finance and Business Development, Life Sciences. Prior to PerkinElmer, Mr. Perry spent the early part of his career at General Electric, joining the company’s financial management program in 1982 and departing in 1996 as Vice President and CFO, GE Medical Systems – Europe, after numerous promotions. Mr. Perry’s pharmaceutical industry knowledge and experience qualifies him to serve as a director of the Company.

Michael Heffernan has served as a director since April 2012. He has 26 years of experience in the pharmaceutical and related healthcare industries. He is currently Co-Founder, President, CEO of Collegium Pharmaceutical. Collegium is specialty pharmaceutical company focused on the development of pharmaceutical products for the treatment of chronic pain. He was also previously the founder, President and CEO of Onset Therapeutics, a dermatology focused company that develops and commercializes products for the treatment of skin related illnesses and was responsible for the spin-off of this business to create PreCision Dermatology. Michael held prior positions as Co-Founder, President and CEO of Clinical Studies Ltd., a pharmaceutical contract research organization that he successfully sold. He also served as President and CEO of PhyMatrix, a public $400 million integrated healthcare services company where he was hired to restructure the company. Michael started his career at Eli Lilly and Company and served in numerous sales and marketing roles. He has also been a member of the Board of Directors, Advisor and Angel Investor in a number of healthcare companies. He is currently a member of the Board of Directors of TyRx, a venture backed medical device company, Cornerstone Therapeutics (NASDAQ:CRTX), a specialty pharmaceutical company and PreCision Dermatology. Michael earned his B.S. Degree in Pharmacy from the University of Connecticut and is a Registered Pharmacist. Mr. Heffernan’s pharmaceutical industry and business management knowledge and experience qualify him to serve as a director of the Company.

 

Board of Directors Meetings and Attendance

The Board of Directors has responsibility for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations. The primary responsibility of our Board of Directors is to oversee the management of our company and, in doing so, serve the best interests of the company and our stockholders. The Board of Directors selects, evaluates and provides for the succession of executive officers and, subject to stockholder election, directors. It reviews and approves corporate objectives and strategies, and evaluates significant policies and proposed major commitments of corporate resources. Our Board of Directors also participates in decisions that have a potential major economic impact on our company. Management keeps the directors informed of company activity through regular communication, including written reports and presentations at Board of Directors and committee meetings.

We have no formal policy regarding director attendance at the annual meeting of stockholders. The Board of Directors held seven meetings in 2012. All board members were present at the meetings.

Board Committees

Our Board of Directors has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The members of each committee are appointed by our Board of Directors, upon recommendation of the Nominating Committee, and serve one-year terms. Each of these committees operates under a charter that has been approved by the Board of Directors. The charter for each committee is available on our website. The Audit Committee met four times during 2012. The Compensation Committee met seven times during 2012. The Nominating Committee did not meet during 2012.

Audit Committee

The Audit Committee’s responsibilities include:

·

Monitoring the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting and legal compliance.

·

Monitoring the independence and performance of the Company’s internal and independent auditors.

·

Monitoring compliance by the Company with legal and regulatory requirements.

·

Facilitating open communication among the Company’s independent auditors, internal auditors, employees, management, and the Board.

Dr. Shapiro, Mr. Perry and Mr. Loshitzer serve on our Audit Committee. Dr. Shapiro serves as chair of the Audit Committee. The Board of Directors has determined that Dr. Shapiro qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and is independent according to the requirements of Rule 5605(a)(2) of the Nasdaq Marketplace Rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.

 

Compensation Committee

The Compensation Committee’s responsibilities include:

·

Reviewing and approving or recommending approval to the board of directors, of the compensation of our executive officers,

 

·

Overseeing the evaluation of our senior executives,

 

·

Reviewing and making recommendations to the Board of Directors regarding incentive compensation and equity-based plans,

 

·

Administering our stock incentive plans, and

 

·

Reviewing and making recommendations to the Board of Directors regarding director compensation.

 

The members of the Compensation Committee are Dr. Shapiro, Mr. Perry, Mr. Loshitzer, and Mr. Heffernan.

Nominating Committee

The Nominating Committee’s responsibilities include:

·

Identifying individuals qualified to become board members;

·

Recommending to the Board the persons to be nominated for election as directors and to each of the board’s committees;

·

Reviewing and making recommendations to the Board with respect to senior management succession planning; and

·

Overseeing an annual evaluation of the Board.

The members of the Nominating Committee are Dr. Shapiro, Mr. Rabin, Mr. Loshitzer, Mr. Heffernan, Mr. Perry, and Dr. Langer.

Director Candidates

The process followed by the Nominating Committee to identify and evaluate director candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the Nominating Committee and the Board.

In considering whether to recommend any particular candidate for inclusion in the Board’s slate of recommended director nominees, the Nominating Committee applies certain criteria, including

·

The candidate’s honesty, integrity and commitment to high ethical standards,

·

Demonstrated financial and business expertise and experience,

·

Understanding of our company, its business and its industry,

·

Actual or potential conflicts of interest, and

·

The ability to act in the interests of all stockholders.

The Nominating Committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a significant breadth of experience, knowledge and abilities that will allow our Board to fulfill its responsibilities.

 

The Nominating Committee will consider director candidates recommended by stockholders or groups of stockholders who have owned more than 5% of our common stock for at least a year as of the date the recommendation is made. Stockholders may recommend individuals to the Nominating Committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials and a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of the date such recommendation is made, to the Nominating Committee, c/o Corporate Secretary, Advanced Cell Technology, Inc., 33 Locke Drive, Marlborough, Massachusetts 01752. Assuming that appropriate biographical and background material have been provided on a timely basis, the Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Communicating with the Directors

The Board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. The chair of the Audit Committee is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the other directors as he considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the chair of the Audit Committee considers to be important for the directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications.

Stockholders who wish to send communications on any topic to the Board should address such communications to the Board of Directors, c/o Corporate Secretary, Advanced Cell Technology, Inc., 33 Locke Drive, Marlborough, Massachusetts, 01752. You should indicate on your correspondence that you are an Advanced Cell Technology, Inc. stockholder.

Anyone may express concerns regarding questionable accounting or auditing matters or complaints regarding accounting, internal accounting controls or auditing matters to the Audit Committee by calling (508) 756-1212. Messages to the Audit Committee will be received by the chair of the Audit Committee and our Corporate Secretary. You may report your concern anonymously or confidentially.

Board Leadership Structure and Role in Risk Oversight

Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined that it is in the best interests of the Company and its stockholders to combine these roles. Mr. Caldwell served as our Chairman from January 2005 until December 13, 2010. From December 14, 2010 and currently, Gary Rabin serves as our Chairman and Chief Executive Officer. Due to the small size and early stage of the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer positions combined.

Our Audit Committee is primarily responsible for overseeing our risk management processes on behalf of our board of directors. The Audit Committee receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. In addition, the Audit Committee reports regularly to the full Board of Directors, which also considers our risk profile. The Audit Committee and the full Board of Directors focus on the most significant risks facing our company and our company’s general risk management strategy, and also ensure that risks undertaken by our Company are consistent with the Board’s appetite for risk. While the Board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our Board leadership structure supports this approach.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who own more than 10% of the Company’s stock (collectively, “Reporting Persons”) to file with the SEC initial reports of ownership and changes in ownership of the Company’s common stock. Reporting Persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports they file. Other than as disclosed below, and based solely on a review of the reports furnished to us or written representations from reporting persons that all reportable transaction were reported, we believe that during the fiscal year ended December 31, 2012, our officers, directors and greater than ten percent stockholders timely filed all reports they were required to file under Section 16(a). Gary Rabin, our Chairman and Chief Executive Officer, filed Form 4s late with respect to four transactions. Gregory D. Perry, a director, filed Form 4s late with respect to four transactions. Zohar Loshitzer, a director, filed Form 4s late with respect to three transactions. Michael Heffernan, a director, filed a Form 3 late and Form 4s late with respect to four transactions. Dr. Alan Shapiro, a director, filed Form 4s late with respect to six transactions. Dr. Robert Langer, a director, filed Form 4s late with respect to three transactions. In addition to the transactions noted above, we recently determined that Mr. Rabin failed to report 27 transactions in which Mr. Rabin sold shares of our common stock that took place between February 7, 2011 and January 10, 2013. Mr. Rabin filed a Form 4 on the same date as the filing of this Amendment No. 1 to Form 10-K that reports the previously unreported sale transactions and corrects the total number of shares of our common stock that Mr. Rabin currently owns.

 

Compensation Committee Interlocks and Insider Participation

During 2012, Dr. Shapiro, Mr. Perry, Mr. Loshitzer and Mr. Heffernan served on the Compensation Committee. None of the members of the Compensation Committee has had a relationship with the Company or any subsidiary other than as a director or stockholder. No executive officer of the Company served or serves on the compensation committee or board of any company that employed or employs any member of Company’s Compensation Committee or Board of Directors.

 

Code of Ethics

 

We have adopted a code of business conduct and ethics that applies to our directors, officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions) as well as our employees. A copy of our code of business conduct and ethics is available on our website at www.advancedcell.com under “Investors—Corporate Governance.” We intend to post on our website all disclosures that are required by applicable law, the rules of the Securities and Exchange Commission or OTCBB listing standards concerning any amendment to, or waiver from, our code of business conduct and ethics. 

  

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

Beneficial Ownership of Directors, Officers and 5% Stockholders

The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of February 4, 2013. On such date, 2,345,461,066 shares of common stock were outstanding.

Beneficial ownership is determined in accordance with the applicable rules of the Securities and Exchange Commission and includes voting or investment power with respect to shares of our common stock. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed as outstanding shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of February 4, 2013. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. The information set forth below is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares deemed beneficially owned in this table does not constitute an admission of beneficial ownership of those shares.

Unless otherwise indicated, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares of common stock, except, where applicable, to the extent authority is shared by spouses under applicable state community property laws.

 

The following table sets forth information regarding beneficial ownership of our capital stock as of February 4, 2013 by:

·

5% or greater stockholders;

·

Each of our directors and named executive officers; and

·

All of our directors and executive officers, as a group.

		Number of
		Shares
		Beneficially
Name and Address (1) of Beneficial Owner		Owned						Percentage
5% or Greater Stockholders
None
Directors and Named Executive Officers
Gary Rabin			25,000,001			(2)			1.06	%
Robert P. Lanza, M.D.			46,970,011			(3)			1.98	%
Alan C. Shapiro			26,124,802			(4)			1.11	%
Robert Langer			6,183,333			(5)			*
Zohar Loshitzer			1,766,666			(6)			*
Gregory D. Perry			1,683,334			(7)			*
Michael Heffernan			1,337,022			(8)			*
Directors and Executive Officers as a Group (7 Persons)			109,065,169						4.55	%

(1)

Unless otherwise indicated, the address of the beneficial owner is 33 Locke Drive, Marlborough, Massachusetts 01752.

(2)

Includes 19,000,000 shares subject to stock options that are currently exercisable or exercisable within 60 days of February 4, 2013.

(3)

Includes 24,311,903 shares subject to stock options that are currently exercisable or exercisable within 60 days of February 4, 2013.

(4)

Includes (i) 24,524,802 shares subject to convertible debentures, board fees, common stock grant held by The Shapiro Family Trust and of which Dr. Shapiro may be deemed the beneficial owner, (ii) 1,600,000 shares subject to stock options that are currently exercisable or exercisable within 60 days of February 4, 2013.

(5)

Includes 2,458,333 shares subject to stock options that are currently exercisable or exercisable within 60 days of February 4, 2013.

(6)

Includes 1,083,333 shares subject to stock options that are currently exercisable or exercisable within 60 days of February 4, 2013.

(7)

Includes 1,041,667 shares subject to stock options that are currently exercisable or exercisable within 60 days of February 4, 2013.

(8)

Includes 862,022 shares subject to stock options that are currently exercisable or exercisable within 60 days of February 4, 2013.

There are no arrangements known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

 

Securities Authorized for Issuance Under Equity Compensation Plans

The following table shows information with respect to each equity compensation plan under which the Company’s common stock is authorized for issuance as of the fiscal year ended December 31, 2012

EQUITY COMPENSATION PLAN INFORMATION

Number of

securities

remaining

available

Number of

for issuance

securities

under

to be issued

Weighted

equity

upon

average

compensation

exercise of

exercise price of

plans

outstanding

outstanding

(excluding

options,

options,

securities

warrants and

warrants and

reflected

Plan Category

rights

rights

in column (a))

(a)

(b)

(c)

Equity compensation plans approved by security holders

100,672,803

(1)

$

0.22

234,455,328

(2)

Equity compensation plans not approved by security holders

5,873,511

(3)

$

0.34

–

Total

106,546,314

234,455,328

 

(1)

Awards for 2,492,000 options have been issued under the Advanced Cell Technology, Inc. 2004 Stock Option Plan I (“2004 Plan 1”), 1,301,161 options have been issued under the Advanced Cell Technology, Inc. 2004 Stock Option Plan II (“2004 Plan 2” and together with the 2004 Plan I, the “2004 ACT Plans”), and 104,042,168 options have been issued under the 2005 Stock Plan.

(2)

This number included 308,000 shares available under the 2004 Plan I, 0 shares available under the 2004 Plan II and 234,147,328 shares available under the 2005 Stock Plan.

(3)

The number reflects the aggregate number of shares underlying compensatory warrants that have been issued and continue to be outstanding as of December 31, 2012. Each warrant was part of a separate equity compensation arrangement.

 

PART IV

Item 15.

Exhibits and Financial Statement Schedules

(b)

The exhibits required by this item and included in this report or incorporated herein by reference are as follows:

Exhibit No.		Document Description				Incorporation by Reference
3.1			Certificate of Incorporation of the Registrant dated November 17, 2005				Previously filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on November 21, 2005 and incorporated by reference herein.
3.2			Certificate of Amendment to Certificate of Incorporation dated October 13, 2006				Previously filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on October 13, 2006 and incorporated by reference herein.
3.3			Certificate of the Powers, Designations, Preferences and Rights of the Series A-1 Convertible Preferred Stock dated March 5, 2009				Previously filed as Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q filed on July 20, 2009 and incorporated by reference herein.
3.4			Certificate of Amendment to Certificate of Incorporation dated September 15, 2009				Previously filed as Exhibit 3.15 to Registrant’s Registration Statement on Form S-1 filed November 18, 2009 and herein incorporated by reference.
3.5			Certificate of Designations of Preferences, Rights and Limitations of Series B Preferred Stock dated November 3, 2009				Previously filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on November 13, 2009 and incorporated by reference herein.
3.6			Certificate of Designations of Preferences, Rights and Limitations of Series C Preferred Stock dated December 30, 2010				Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 3, 2011 and incorporated herein by reference.
3.7			Certificate of Amendment to Certificate of Incorporation dated January 24, 2012				Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 30, 2012 and incorporated herein by reference.
3.8			Bylaws of the Registrant				Previously filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on November 21, 2005 and incorporated by reference herein.

 

 

3.9			Amendment No. 1 to Bylaws of the Registrant				Previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on November 30, 2007 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 incorporated by reference herein.
4.2			Form of $0.05 Warrant to Purchase Common Stock of the Registrant*				Previously filed as Exhibit 4.2 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 and incorporated by reference herein.
4.3			Form of $0.25 Warrant to Purchase Common Stock of the Registrant *				Previously filed as Exhibit 4.3 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 and incorporated by reference herein.
4.4			$0.25 Warrant to Purchase Common Stock of the Registrant 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 and incorporated by reference herein.
4.5			Form of $0.85 Warrant to Purchase Common Stock of ACT Holdings, Inc.				Previously filed as Exhibit 4.5 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 incorporated by reference herein.
4.6			Form of $1.27 Warrant to Purchase Common Stock of the Registrant				Previously filed as Exhibit 4.6 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 and incorporated by reference herein.
4.7			Form of $2.00 Warrant to Purchase Common Stock of ACT Holdings, Inc.				Previously filed as Exhibit 4.7 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 and incorporated by reference herein.
4.8			Form of Subscription Agreement to Purchase Series A Convertible Preferred Stock of the Registrant				Previously filed as Exhibit 4.8 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 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 Registrant				Previously filed as Exhibit 4.9 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 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 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 and incorporated by reference herein.
4.12			Investor's Rights Agreement dated December 31, 1998 by and between the Registrant and Avian Farms, Inc.				Previously filed as Exhibit 4.12 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 and incorporated by reference herein.
9.1			Form of Voting Agreement for shares of common stock of the Registrant 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 and incorporated by reference herein.
10.1			Exclusive License Agreement dated April 16, 1996 by and between the University of Massachusetts and the Registrant, 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 and incorporated by reference herein.
10.2			Materials and Research Data License Agreement dated January 26, 2001 by and between Wake Forest University and the Registrant				Previously filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005) and incorporated by reference herein.
10.3			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 and incorporated by reference herein.
10.4			Exclusive License Agreement dated April 1, 2003 by and between the University of Massachusetts and the Registrant				Previously filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 and incorporated by reference herein.
10.5			Exclusive License Agreement dated October 22, 2003 by and between the Registrant 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 and incorporated by reference herein.

 

 

10.6			Letter of Intent dated March 16, 2003 by and between Exeter Life Sciences, Inc. and the Registrant				Previously filed as Exhibit 10.13.1 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 and incorporated by reference herein.
10.7			Sponsored Research Agreement dated March 16, 2003 by and between Blue Horse Labs, Inc. and the Registrant				Previously filed as Exhibit 10.13.2 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 and incorporated by reference herein.
10.8			Exclusive License Agreement (Infigen IP) dated May 14, 2004 by and between the Registrant 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 and incorporated by reference herein.
10.9			First Amendment to Exclusive License Agreement (Infigen IP) dated August 25, 2005 by and between the Registrant and PacGen Cellco, LLC				Previously filed as Exhibit 10.19.1 to the Registrant’s Registration Statement on Form SB-2 filed on October 14, 2005 and incorporated by reference herein.
10.10			Exclusive License Agreement (UMass IP) dated May 14, 2004 by and between the Registrant 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 and incorporated by reference herein.
10.11			First Amendment to Exclusive License Agreement (UMass IP) dated August 25, 2005 by and between the Registrant and PacGen Cellco, LLC				Previously filed as Exhibit 10.20.1 to the Registrant’s Registration Statement on Form SB-2 filed on October 14, 2005 and incorporated by reference herein.
10.12			Exclusive License Agreement (ACT IP) dated May 14, 2004by and  between the Registrant 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 and incorporated by reference herein.
10.13			First Amendment to Exclusive License Agreement (ACT IP) dated August 25, 2005 by and between the Registrant and PacGen Cellco, LLC				Previously filed as Exhibit 10.21.1 to the Registrant’s Registration Statement on Form SB-2 filed on October 14, 2005 and incorporated by reference herein.
10.14			Agreement to Amend ACT/CELLCO License Agreements dated September 7, 2004 by and between the Registrant 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 and incorporated by reference herein.
10.15			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 and incorporated by reference herein.
10.16			Convertible Promissory Note issued by the Registrant to A.C.T. 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 and incorporated by reference herein.
10.17			Promissory Note issued by the Registrant 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 and incorporated by reference herein.
10.18			Promissory Note issued by the Registrant 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 and incorporated by reference herein.
10.19			Promissory Note issued by the Registrant 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 and incorporated by reference herein.
10.20			Forbearance and Stock Purchase Agreement dated July 16, 1999 by and among Avian Farms, Inc., A.C.T. Group, Inc., the Registrant and Cima Biotechnology, Inc., as amended on December 23, 1999				Previously filed as Exhibit 10.28 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 and incorporated by reference herein.
10.21			Securityholders' Agreement dated November 20, 2001 by and among the Registrant, A.C.T. Group, Cyagra, Inc. and Goyaike S.A.				Previously filed as Exhibit 10.29 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 and incorporated by reference herein.
10.22			Securityholders' Agreement dated July 1, 2002 by and among the Registrant, A.C.T. Group, Cyagra, Inc. and Goyaike S.A.				Previously filed as Exhibit 10.30.1 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 and incorporated by reference herein.
10.23			Summary of Terms of Collaboration Agreement and Technology License dated July 1, 2002				Previously filed as Exhibit 10.30.2 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 and incorporated by reference herein.
10.24			Separation Agreement dated July 1, 2002 by and among the Registrant, A.C.T. 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 and incorporated by reference herein.

 

 

10.25			Membership Interest Exchange and Asset Sale Agreement dated May 31, 2000 by and among the Registrant 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 and incorporated by reference herein.
10.26			Buyout Option Agreement dated May 31, 2000 by and between Hematech and the Registrant				Previously filed as Exhibit 10.31.1 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 and incorporated by reference herein.
10.27			Space Sublease Agreement dated November, 2004, between BioReliance and the Registrant, 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 and incorporated by reference herein.
10.28			Advanced Cell Technology, Inc. 2004 Stock Option Plan*				Previously filed as Exhibit 10.33 to the Registrant’s Quarterly Report on Form 10-QSB filed on May 23, 2005 and incorporated by reference herein.
10.29			Advanced Cell Technology, Inc. 2004 Stock Option Plan II*				Previously filed as Exhibit 10.34 to the Registrant's Quarterly Report on Form 10- QSB filed on May 23, 2005 and incorporated by reference herein.
10.30			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 and incorporated by reference herein.
10.31			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 and incorporated by reference herein.
10.32			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 and incorporated by reference herein.
10.33			Employment Agreement dated October 1, 2003 by and between the Registrant and Irina Klimanskaya*				Previously filed as Exhibit 10.44 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 and incorporated by reference herein.
10.34			Settlement Agreement dated January 28, 2005 by and between the Registrant and Gunnar Engstrom*				Previously filed as Exhibit 10.53 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 and incorporated by reference herein.
10.35			Confidentiality and Nondisclosure Agreement dated February 3, 1999 by and between the Registrant 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 and incorporated by reference herein.
10.36			Master Laboratory Services Agreement dated January 4, 2001 by and between White Eagle Laboratories, Inc. and the Registrant				Previously filed as Exhibit 10.59 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 and incorporated by reference herein.
10.37			Master Study Agreement dated December 4, 2000 by and between Biomedical Research Models, Inc. and the Registrant				Previously filed as Exhibit 10.60 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 and incorporated by reference herein.
10.38			Agreement Relating to the Transfer of Biological Materials dated February 3, 2000 by and between Wake Forest University and the Registrant				Previously filed as Exhibit 10.61 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 and incorporated by reference herein.
10.39			Materials Transfer Agreement dated February 16, 2000 by and among the Registrant, 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 and incorporated by reference herein.
10.40			Materials Transfer Agreement dated January 19, 2000 by and  among the Registrant, 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 and incorporated by reference herein.
10.41			Materials Transfer Agreement dated February 23, 2000 by and among the Registrant, 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 and incorporated by reference herein.
10.42			Material Transfer Agreement dated January 6, 1997 by and among the Registrant, 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 and incorporated by reference herein.
10.43			Material Transfer Agreement dated March 20, 2000 by and among the Registrant, 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 and incorporated by reference herein.

 

 

10.44			Sponsored Research Agreement dated May 15, 2000 by and between Carl H. Lindner, Jr. Family Center for Research of Endangered Wildlife (CREW) and the Registrant				Previously filed as Exhibit 10.67 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 and incorporated by reference herein.
10.45			Sponsored Research Agreement dated August 9, 2000 by and between Cornell University and the Registrant				Previously filed as Exhibit 10.68 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 and incorporated by reference herein.
10.46			Sponsored Research Agreement dated December 1, 1999 by and between the Registrant 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 and incorporated by reference herein.
10.47			Amendment No. 1 to Agreement dated December 1, 1999 by and between the Registrant and the University of Massachusetts Amherst				Previously filed as Exhibit 10.69.1 to the Registrant's Quarterly Report on Form 10-QSB filed on May 23, 2005 and incorporated by reference herein.
10.48			Sponsored Research Agreement dated August 1, 1999 by and between the Registrant 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 and incorporated by reference herein.
10.49			Withdrawal, Termination, Assignment and Assumption Agreement dated March 14, 2001 by and among the Registrant, 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 and incorporated by reference herein.
10.50			Research Collaboration Agreement dated May 23, 2005 by and between the Registrant and The Burnham Institute				Previously filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-QSB filed on August 15, 2005 and incorporated by reference herein.
10.51			Securities Purchase Agreement dated September 15, 2005 by and among Advanced Cell Technology, Inc., a Nevada corporation (“ACT”) and the purchasers identified on the signature pages thereto				Previously filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on September 19, 2005 and incorporated by reference herein.
10.52			Registration Rights Agreement dated September 15, 2005 by and among ACT and the purchasers identified on the signature pages thereto				Previously filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on September 19, 2005 and incorporated by reference herein.
10.53			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 and incorporated by reference herein.
10.54			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 incorporated by reference herein.
10.55			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 and incorporated by reference herein.
10.56			Settlement Agreement dated September 14, 2005 by and among Gary D. Aronson, individually and as Trustee of the Gary D. Aronson IRA, John Gorton, Trustee of John S. Gorton Separate Property Trust Dated 3/3/93, A.C.T. Group, Inc., Advanced Cell, Inc., Michael D. West, William M. Caldwell, IV, ACT, Anthem Venture Partners and Greg Bonfiglio				Previously filed as Exhibit 10.6 to the Registrant's Current Report on Form 8-K filed on September 19, 2005 and incorporated by reference herein.
10.57			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 and incorporated by reference herein.
10.58			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 and incorporated by reference herein.
10.59			Agreement dated September 15, 2005 by and among ACT, Advanced Cell, Inc. and A.C.T. Group, Inc.				Previously filed as Exhibit 10.9 to the Registrant's Current Report on Form 8-K filed on September 19, 2005 and incorporated by reference herein.
10.60			Agreement dated February 9, 2006 by and between Capital Financial Media, LLC and the Registrant				Previously filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on February 10, 2006 and incorporated by reference herein.

 

10.61			Sublease Agreement dated November 29, 2005 by and between Avigen, Inc. and the Registrant				Previously filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on February 7, 2006 and incorporated by reference herein.
10.62			Non-Exclusive License Agreement between dated May 9, 2006 by and among Kirin Beer Kabushiki Kaisha, Aurox, LLC, Hematech, LLC, and Kirin SD, Inc., and the Registrant				Previously filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-QSB filed on August 11, 2006 and incorporated by reference herein.
10.63			Exclusive License Agreement dated May 9, 2006 by and among Kirin Beer Kabushiki Kaisha, Aurox, LLC, Hematech, LLC, and Kirin SD, Inc., and the Registrant				Previously filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-QSB filed on August 11, 2006 and incorporated by reference herein.
10.64			Purchase Agreement dated May 9, 2006 by and between Kirin SD, Inc. and the Registrant				Previously filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-QSB filed on August 11, 2006 and incorporated by reference herein.
10.65			Securities Purchase Agreement dated August 30, 2006 by and among the Registrant and the purchasers identified on the signature pages thereto				Previously filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on September 8, 2006 and incorporated by reference herein.
10.66			Registration Rights Agreement dated September 15, 2005 by and among the Registrant and the purchasers identified on the signature pages thereto				Previously filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on September 8, 2006 and incorporated by reference herein.
10.67			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 8, 2006 and incorporated by reference herein.
10.68			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 and incorporated by reference herein.
10.69			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 incorporated by reference herein.
10.70			Amendment No. 1 dated 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 10.96 to the Registrant's Registration Statement on Form SB-2 filed on January 26, 2007 and incorporated by reference herein.
10.71			Amendment No. 1 dated 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 and incorporated by reference herein.
10.72			Patent Assignment Agreement dated February 5, 2007 by and between the Registrant and Infigen, Inc.				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.
10.73			Research Services Agreementdated February 5, 2007 by and between Advanced Cell Technology, Inc the Registrant and Oregon Health & Science University				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.
10.74			Agreement and Plan of Merger dated July 31, 2007 by and among the Registrant, ACT Acquisition Sub, Inc., Mytogen, Inc. and certain shareholders of Mytogen, Inc.				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.
10.75			Escrow Agreement dated September 20, 2007 by and among the Registrant and certain former shareholders of Mytogen, Inc.				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.
10.76			Securities Purchase Agreement dated August 31, 2007 by and among the Registrant and the purchasers identified on the signature pages thereto				Previously filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on September 7, 2007 and incorporated by reference herein.
10.77			Registration Rights Agreement dated August 31, 2007 by and among the Registrant and the purchasers identified on the signature pages thereto				Previously filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on September 7, 2007 and incorporated by reference herein.

10.78			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, and incorporated by reference herein.
10.79			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  and incorporated by reference herein.
10.80			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 and incorporated by reference herein.
10.81			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 and incorporated by reference herein.
10.82			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 and incorporated by reference herein.
10.83			Amended and Restated Consulting Agreement dated September 19, 2007 by and between the Registrant, 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.
10.84			Nomination Agreement dated September 20, 2007 by and between the Registrant 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.
10.85			Securities Purchase Agreement dated March 31, 2008 by and among the Registrant 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.
10.86			Security Agreement dated March 31, 2008 by and among the Registrant 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.
10.87			Form of Common Stock Purchase Warrant				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.
10.88			Form of Amortizing Convertible Debenture				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.
10.89			Subsidiary Guarantee dated March 31, 2008 made by the signatories thereto in favor of the investors party to the Securities Purchase Agreemen 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.
10.90			Convertible Note dated March 17, 2008 issued by the Registrant 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.
10.91			Bridge Note dated March 17, 2008 issued by the Registrant 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.
10.92			License Agreement dated February 25, 2008 by and between the Registrant 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.
10.93			Convertible Promissory Note A dated February 15, 2008 issued by the Registrant 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.
10.94			Convertible Promissory Note B  dated February 15, 2008 issued by the Registrant to JMJ Financial, and Amendment to Convertible Promissory Note B dated 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.
10.95			Secured & Collateralized Promissory Note dated February 15, 2008 issued by JMJ Financial to the Registrant				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.
10.96			Collateral & Security Agreement dated February 15, 2008 by and between the Registrant 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.

 

 

10.97			Consent, Amendment and Exchange Agreement dated July 29, 2009 by and among the Registrant and the holders named on the signature pages thereto				Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 4, 2009 and incorporated herein by reference.
10.98			Standstill and Forbearance Agreement dated July 29, 2009 by and among the Registrant and the holders named on the signature pages thereto				Previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on August 4, 2009 and incorporated herein by reference.
10.99			Preferred Stock Purchase Agreement dated November 2, 2009 between the Registrant, and Optimus Capital Partners, LLC, dba Optimus Life Sciences Capital Partners, LLC				Previously filed as Exhibit 10.127 to the Registrant’s Registration Statement on Form S-1 filed on November 19, 2009 and incorporated herein by reference.
10.100			Warrant to Purchase Common Stock dated November 2, 2009 issued by the Registrant to Optimus CG II, Ltd.				Previously filed as Exhibit 10.128 to the Registrant’s Registration Statement on Form S-1 filed on November 19, 2009 and incorporated herein by reference.
10.101			Subscription Agreement dated November 12, 2009 by and among the Registrant and the holders named on the signature pages thereto				Previously filed as Exhibit 10.129 to the Registrant’s Registration Statement on Form S-1 filed on November 19, 2009 and incorporated herein by reference.
10.102			Form of Class A Common Stock Purchase Warrant				Previously filed as Exhibit 10.130 to the Registrant’s Registration Statement on Form S-1 filed on November 19, 2009 and incorporated herein by reference.
10.103			Form of Class B Common Stock Purchase Warrant				Previously filed as Exhibit 10.131 to the Registrant’s Registration Statement on Form S-1 filed on November 19, 2009 and incorporated herein by reference.
10.104			Form of Additional Investment Right				Previously filed as Exhibit 10.132  to the Registrant’s Registration Statement on Form S-1 filed on November 19, 2009 and incorporated herein by reference.
10.105			Employment Agreement dated October 1, 2009 by and between the Registrant and Robert P. Lanza*				Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 17, 2009 and incorporated herein by reference.
10.106			Form of Convertible Promissory Note				Previously filed as Exhibit 10.134  to the Registrant’s Registration Statement on Form S-1 filed on November 19, 2009 and incorporated herein by reference.
10.107			Promissory Note dated January 19, 2010 issued by the Registrant to JMJ Financial				Previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 7, 2010 and incorporated herein by reference.
10.108			Promissory Note dated March 30, 2010 issued by the Registrant to JMJ Financial				Previously filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 7, 2010 and incorporated herein by reference.
10.109			Promissory Note dated March 30, 2010 issued to JMJ Financial				Previously filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on May 7, 2010 and incorporated herein by reference.
10.110			Promissory Note dated March 30, 2010 issued to JMJ Financial				Previously filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on May 7, 2010 and incorporated herein by reference.
10.111			Letter Agreement dated March 30, 2010 by and between the Registrant and JMJ Financial				Previously filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed on May 7, 2010 and incorporated herein by reference.
10.112			Registration Rights Agreement dated March 30, 2010 by and between the Registrant and JMJ Financial				Previously filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed on May 7, 2010 and incorporated herein by reference.
10.113			Settlement Agreement and Mutual Release dated September 30, 2010 by and between the Registrant and Bristol Investment Fund, Ltd and Bristol Capital, LLC				Previously filed as Exhibit 99.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 9, 2010 and incorporated herein by reference.
10.114			Form of Warrant to Purchase Common Stock to be issued to Socius CG II, Ltd.				Previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on January 3, 2011 and incorporated herein by reference.
10.115			Form of Warrant to Purchase Common Stock to be issued to Socius CG II, Ltd.				Previously filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on January 3, 2011 and incorporated herein by reference.

 

10.116			Securities Purchase Agreement dated December 30, 2010 by and between the Registrant and Socius CG II Ltd.				Previously filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on January 3, 2011 and incorporated herein by reference.
10.117			Letter Agreement dated December 30, 2010 by and among the Registrant and Optimus CG II, Ltd.				Previously filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed on January 3, 2011 and incorporated herein by reference.
10.118			Employment Agreement dated December 14, 2010 by and between the Registrant and Gary Rabin*				Filed as Exhibit 10.147 to the Registrant’s Annual Report on 10-K filed March 17, 2011 and incorporated herein by reference.
10.119			Settlement Agreement and Mutual Release dated February 9, 2011 by and between the Registrant and Transition Holdings, Ltd.				Filed as Exhibit 10.148 to the Registrant’s Annual Report on 10-K filed March 17, 2011 and incorporated herein by reference.
10.120			Settlement Agreement and Mutual Release dated February 11, 2011 by and between the Registrant and Gemini Master Fund, Ltd.				Filed as Exhibit 10.149 to the Registrant’s Annual Report on 10-K filed March 17, 2011 and incorporated herein by reference.
10.121			Settlement Agreement and Mutual Release dated August 9, 2011 by and among the Registrant, Midsummer Investment, Ltd. and Midsummer Small Cap Master, Ltd.				Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 17, 2011 and incorporated herein by reference.
10.122			Amended and Restated Employment Agreement dated July 1, 2011 by and between the Registrant and Robert P. Lanza*				Previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on August 17, 2011 and incorporated herein by reference.
10.123			Amended and Restated Employment Agreement dated July 1, 2011 by and between the Registrant and Gary H. Rabin*				Previously filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on August 17, 2011 and incorporated herein by reference.
10.124			Settlement Agreement and Mutual Release Form used between the Registrant and several counter parties				Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 12, 2011 and incorporated herein by reference.
10.125			Purchase Agreement dated September 19, 2012 by and between the Registrant and Lincoln Park Capital Fund, LLC				Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 20, 2012 and incorporated herein by reference.
10.126			Registration Rights Agreement dated September 19, 2012 by and between the Registrant and Lincoln Park Capital Fund, LLC				Previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on September 20, 2012 and incorporated herein by reference.
10.127			Settlement Agreement and Mutual Release dated December 31, 2012 by and between the Registrant and CAMOFI Master LDC, and CAMHZN Master LDC				Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 17, 2013 and incorporated herein by reference.
10.128			Form of Amortizing Senior Secured Convertible Debenture Issued to CAMOFI Master LDC				Previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 17, 2013 and incorporated herein by reference.
10.129			Form of Amortizing Senior Secured Convertible Debenture Issued to CAMHZN Master LDC				Previously filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on January 17, 2013 and incorporated herein by reference.
10.130			Form of Registration Rights Agreement between the Registrant and each of the holders signatory thereto				Previously filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on January 17, 2013 and incorporated herein by reference.

 

 

10.131			Office Lease Agreement dated January 11, 2013 by and between the Registrant and Wendy Jolles and Linda Olstein, Trustees of The Janelon Trust under Declaration of Trust dated January 28, 1975 and recorded with the Suffolk County Registry of Deeds in Book 8766, Page 558, as amended by instrument dated January 7, 1988 and recorded in Book 14432, Page 267				Previously filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on January 17, 2013 and incorporated herein by reference.
21.1			Subsidiaries of the Registrant				Previously filed as Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K filed on March 7, 2013 and incorporated herein by reference.
23.1			Consent of Independent Registered Public Accounting Firm				Previously filed as Exhibit 23.1 to the Registrant’s Annual Report on Form 10-K filed on March 7, 2013 and incorporated herein by reference.
31.1			Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934				Filed herewith.
32.1			Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 1350				Filed herewith.

 

 

* Management contract or compensatory plan or arrangement

 

  

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ADVANCED CELL TECHNOLOGY, INC.
Dated: April 15, 2013	By:	/s/ Gary Rabin
		Gary Rabin
		Chief Executive Officer and Chairman
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Gary Rabin		April 15, 2013
Gary Rabin
Chief Executive Officer and
Chairman of the Board of Directors
(Principal Executive Officer, Principal
Financial Officer and Principal Accounting Officer)
/s/ Robert Langer		April 15, 2013
Robert Langer
Director
/s/ Alan Shapiro		April 15, 2013
Alan Shapiro
Director
/s/ Gregory D. Perry		April 15, 2013
Gregory D. Perry
Director
/s/ Zohar Loshitzer		April 15, 2013
Zohar Loshitzer
Director
/s/ Michael Heffernan		April 15, 2013
Michael Heffernan
Director