Delaware
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000-50295
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87-0656515
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||
(State
or other jurisdiction
of incorporation)
|
(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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(Former
name or former address, if changed since last
report)
|
·
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The
Company acknowledged certain defaults that have occurred under the
Debentures and documents executed in connection therewith (the
“Transaction Documents”).
|
·
|
The
Holders agreed to forbear from exercising their rights and remedies under
the Debentures and the Transaction
Documents.
|
·
|
The
obligation of the Holders to forbear from exercising their rights and
remedies under the Debentures and the Transaction Documents will terminate
on the earliest of (i) the date, if any, on which a petition for relief
under the date, if any, on which a petition for relief under the United
States Bankruptcy Code or any similar state or Canadian law is filed by or
against the Company or any of its subsidiaries or (ii) the date the
Forbearance Agreement is otherwise terminated or expires, it being
understood that the Holders holding 67% of the then outstanding principal
amount of the Debentures shall have the right to terminate the Forbearance
Agreement on 3 business days’ prior notice to the
Company.
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·
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The
Company provided a general release in favor of the
Holders.
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·
|
The
Company agreed to issue to each Holder in exchange for such Holder’s
Debenture an amended and restated Debenture (the “Amended and Restated
Debentures”) in a principal amount equal to the principal amount of such
Holder’s Debenture times 1.35 minus any interest paid
thereon.
|
·
|
The
conversion price under the Amended and Restated Debentures was reduced to
$0.10, subject to further adjustment as provided therein (including for
stock splits, stock dividends, and certain subsequent equity
sales).
|
·
|
The
maturity date under the Amended and Restated Debentures was extended until
December 31, 2010.
|
·
|
The
Amended and Restated Debentures bear interest at the rate of 12% per
annum, which shall accrete to, and increase the principal amount payable
upon maturity.
|
·
|
The
Amended and Restated Debentures will begin to amortize on September 25,
2009 at a rate of 6.25% of the outstanding principal amount per month,
valued at the lesser of the then conversion price and 90% of the average
volume weighted average price for the ten prior trading
days.
|
·
|
The
Company agreed to issue to each Holder in exchange for such Holder’s
Warrant an amended and restated Warrant (the “Amended and Restated
Warrants”).
|
·
|
The
exercise price under the Amended and Restated Warrants was reduced to
$0.10 subject to further adjustment as provided therein (including for
stock splits, stock dividends, and certain subsequent equity
sales).
|
·
|
The
termination date under the Amended and Restated Warrants was extended
until June 30, 2014.
|
·
|
Each
Holder agreed not to convert more than 20% of such Holder’s outstanding
principal amount of Amended and Restated Debenture in any month during the
period from September 1, 2009 through January 31, 2010, provided, however,
that this limitation will terminate if (i)(a) the volume weighted average
price of the Company’s common stock for each of 5 consecutive trading days
is greater than $0.15 per share, and (b) the trading volume on such days
exceeds 7,500,000 shares per trading day, or (ii)(a) the volume weighted
average price for any one trading day is greater than $0.20 per share and
(b) the trading volume on such day exceeds 10,000,000
shares.
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·
|
The
Company agreed to amend the Company’s articles of incorporation to
increase the number of authorized shares of Common Stock (the
“Amendment”). If the Company does not receive the receive the requisite
shareholder approval for, and receive acceptance of the filing for, the
Amendment by September 25, 2009, the Company shall pay to the Holders,
monthly commencing on September 25, 2009, until the Amendment is duly
filed, liquidated damages equal to 5% of the purchase price of the
Debentures.
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·
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The
Company agreed to increase the number of shares available for issuance
under the Company’s 2005 Stock Incentive Plan to 129,000,000 shares, by
September 18, 2009.
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·
|
The
Holders agreed to waive any event of default under the Debentures
resulting solely from (i) any adjustment to the conversion price of the
Debenture and exercise price of the Warrants that would result from the
reduction of the conversion price of certain securities of the Company
pursuant to the Stipulation of Settlement, dated March 11, 2009, between
the Company and Alpha Capital, and (ii) any failure by the Company to
reserve such number of authorized but unissued shares of common stock
issuable upon conversion of the Debentures and exercise of the
Warrants.
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Exhibit Number
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Description
of Exhibit
|
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10.1
|
Consent,
Amendment and Exchange Agreement, dated as of July 29, 2009, between the
Company and the Holders
|
|
10.2
|
Standstill
and Forbearance Agreement, dated as of July 29, 2009, between the Company
and the
Holders
|
ADVANCED
CELL TECHNOLOGY, INC.
|
||
By:
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/s/
William M. Caldwell, IV
|
|
William
M. Caldwell, IV
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||
Chief
Executive Officer
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||
Dated:
August 4, 2009
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Exhibit Number
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Description
of Exhibit
|
|
10.1
|
Consent,
Amendment and Exchange Agreement, dated as of July 29, 2009, between the
Company and the Holders
|
|
10.2
|
Standstill
and Forbearance Agreement, dated as of July 29, 2009, between the Company
and the
Holders
|