Scimitar Equity Blog

This prospectus relates to the public offering  of up to 89.9 M shares of common stock, par value $.001 per share of Advanced Cell Technology (ACT or ACTC.OB).  ACT entered into multiple convertible promissory notes and 3 unsecured convertible notes to JMJ Financial; some with a “Make Whole Amount” to the balance of the applicable JMJ Notes. However, ACT will not receive any of the proceeds from the sale (basically registering the shares) but, will pay the expenses of registering these shares.Pursuant to the Registration Rights Agreement, ACT agreed to file, no later than 5/20/10, a registration statement covering the shares of common stock underlying the JMJ Notes.

In connection with the issuance of the JMJ notes, on 3/30/10, ACT entered into a letter agreement with the JMJ Financial, pursuant to which, JMJ Financial agreed that, notwithstanding the terms of the JMJ Notes. Any conversion of the JMJ Notes will be at a conversion price of not lower than $0.10, and ACT agreed that, if JMJ Financial effects any conversion of the JMJ Notes at a conversion price of $0.10, ACT will add a “Make Whole Amount” to the balance of the applicable JMJ Note. Under the JMJ Letter Agreement, the “Make Whole Amount” is defined as the difference between $0.10 and the conversion price that would otherwise be applicable under the JMJ Notes, times the number of shares being converted.

This prospectus includes 21 M shares of  ACT’s common stock issuable upon conversion of the Notes sold at the 2nd closing under the subscription agreement, 14 M shares of common stock issuable upon exercise of the Class A Warrants issued at the 2nd closing under the subscription agreement, and  51.7 M shares of common stock issuable upon conversion of the JMJ Notes (including $4.7 M in principal and  shares underlying principal and $470 K in interest), based on a conversion price of $0.10. On 2/18/10, ACT issued 25o K shares of common stock, valued at $25,000 to Momona Capital, LLC, as a due diligence fee.