I’d like to share a little extra color on today’s financing announcement with Lincoln Park Capital (“Lincoln Park”).
We are very gratified to have closed this deal with Lincoln Park, in particular. Having made investments of over $700 Million, Lincoln Park’s management team has been making strategic investments in both public and private entities for many years. Equally importantly, they’ve been following ACT for quite some time. We’ve been in discussions with them about doing a financing for quite a while, and in the end they offered the best combination of a variety of factors that together make this the best financing deal of any type that ACT has ever secured in its 18-year history as both a private and public company.
We are particularly pleased that, as part of this $35 Million financing, Lincoln Park was in a position to make a substantial upfront investment of $800,000. This initial investment is made at our current market price without any price resets or other complicating factors, and Lincoln Park cannot sell any shares until after the registration statement has become effective, at the earliest. Making this initial investment reflects what I believe is a sincere long-term commitment to ACT and its mission. Lincoln Park is not merely helping give ACT a boost up to the next rung in the ladder; they’re climbing it with us.
More than anything else, I want to impress on you the significance of the fact that this is the first time in the history of the company that ACT has financed essentially at market, as opposed to at a big discount. As many of you know, the company has entered into a number of financing arrangements in the past that have not only come at a big discount, but that have had a number of other strings attached that have been very deleterious to both the price per share and the balance sheet. The fact that those days are well behind us is clearly demonstrated with this quality financing, with no complicated structure or warrants, and which is being conducted at no significant discount to the market.
This financing moves us closer towards achieving our corporate milestones. As you know, we are aggressively pursuing a reverse stock split, to be accompanied by an up-listing to Nasdaq. This deal puts us on firmer financial footing, and eliminates any potential end-of-year “going concern” issues, which can only help with both the reverse split and the up-listing, and we hope to have news to share with you on both fronts in coming months. In the meantime, this financing allows us to continue to move forward in our clinical trials at a rapid pace and gives us further clout as we work to negotiate the optimal corporate partnership for our clinical programs.
With this quality, best-ever financing under our collective belt, we can focus on our mission of continuing to move aggressively forward with our clinical programs and other promising pipeline program opportunities as a result of our ground-breaking scientific team.
Thank you, as always, for your interest and support.
Chairman and CEO
Advanced Cell Technology, Inc.
Statements in this news release regarding future financial and operating results, future growth in research and development programs, potential applications of our technology, opportunities for the company and any other statements about the future expectations, beliefs, goals, plans, or prospects expressed by management constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “will,” “believes,” “plans,” “anticipates,” “expects,” “estimates,” and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: limited operating history, need for future capital, risks inherent in the development and commercialization of potential products, protection of our intellectual property, and economic conditions generally. Additional information on potential factors that could affect our results and other risks and uncertainties are detailed from time to time in the company’s periodic reports, including the report on Form 10-K for the year ended December 31, 2011. Forward-looking statements are based on the beliefs, opinions, and expectations of the company’s management at the time they are made, and the company does not assume any obligation to update its forward-looking statements if those beliefs, opinions, expectations, or other circumstances should change. Forward-looking statements are based on the beliefs, opinions, and expectations of the company’s management at the time they are made, and the company does not assume any obligation to update its forward-looking statements if those beliefs, opinions, expectations, or other circumstances should change. There can be no assurance that the Company’s clinical trials will be successful.
The offer and sale of the shares of the Company’s common stock issuable under the facility have not been registered under the Securities Act of 1933, as amended. Accordingly, these securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. The Company has agreed to file within 20 business days a registration statement on Form S-1, covering the resale of the common stock issued and issuable in accordance with the terms of the facility.
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