SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 15, 2005
A.C.T. HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada |
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0-50295 |
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87-0656515 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification Number) |
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381 Plantation Street, Worcester, MA 01605 |
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(Address of principal executive offices, including zip code) |
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(508) 756-1212 |
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(Registrants telephone number, including area code) |
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9005 Cobble Canyon Lane, Sandy, UT 84093 |
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(Former name or former address, if changed since last report) |
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CAR 240.13e-4(c))
EXPLANATORY NOTE
The purpose of this Current Report on Form 8-K/A is to amend the Current Report on Form 8-K of A.C.T. Holdings, Inc. (the Company) dated January 31, 2005, by supplementing Item 2.01 with further information regarding the total number of outstanding shares of the Company following the Merger (as described herein).
On January 31, 2005, the Company completed its acquisition of Advanced Cell Technology, Inc., a Delaware corporation (ACT), pursuant to the terms of an Agreement and Plan of Merger dated January 3, 2005 (the Merger Agreement), the terms of which were previously reported in the Companys Reports on Form 8-K dated December 30, 2004 and January 31, 2005. Pursuant to the terms of the Merger Agreement, a wholly owned subsidiary of the Company merged with and into ACT, with ACT surviving the Merger as a wholly owned subsidiary of the Company (the Merger).
At the time of the filing of the Companys
Reports on Form 8-K, the Company did not have sufficient information to
disclose the total number of outstanding shares of its common stock following
the Merger and related transactions.
This information is now available; therefore, the Company is
supplementing its description of the Merger and related transactions to include
the disclosure that following the Merger and related transactions, there are approximately
22,437,511 shares of common stock of the Company outstanding. In addition, the Company has the following
approximate number of warrants and options outstanding. A complete description of the Company's
warrants and options outstanding will be provided in connection with the
Company's Report on
Form 8 K/A, which the Company anticipates will be filed on or before April 16,
2005.
Exercise Price |
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Approximate Number of Options |
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$ |
0.05 |
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2,798,000 |
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$ |
0.25 |
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1,301,161 |
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TOTAL |
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4,099,161 |
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Warrants
Exercise Price |
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Approximate Number of Warrants |
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$ |
0.05 |
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1,200,000 |
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$ |
0.25 |
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1,924,000 |
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$ |
0.85 |
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1,833,260 |
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$ |
1.27 |
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4,940,518 |
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$ |
2.00 |
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1,291,615 |
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TOTAL |
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9,989,393 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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A.C.T. HOLDINGS, INC. |
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By: |
/s/ William M. Caldwell, IV |
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William M. Caldwell, IV |
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Chief Executive Officer |
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Dated: February 18, 2005 |
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