Filed Pursuant to Rule 424(b)(3)
Registration No. 333-129019
March 14, 2006
Prospectus Supplement No. 1
To Prospectus Dated December 2, 2005
of
ADVANCED CELL TECHNOLOGY, INC.
Relating
to
20,397,296 SHARES OF COMMON STOCK
This prospectus supplement supplements our prospectus dated December 2, 2005, relating to the sale by certain selling stockholders of up to 20,397,296 shares of common stock of Advanced Cell Technology, Inc. held by or issuable to the selling stockholders, as follows:
up to 9,685,326 shares of common stock underlying convertible debentures held by certain selling security holders in the aggregate original principal amount of $22,276,750,
up to 6,004,902 shares issuable upon the exercise of common stock purchase warrants held by certain of the selling security holders, and
in accordance with our contractual obligations, up to an additional 4,707,068 shares issuable upon conversion of the debentures and upon exercise of the warrants.
You should read this supplement in conjunction with the prospectus. This supplement is qualified by reference to the prospectus, except to the extent the information in this supplement supersedes the information contained in the prospectus.
CONVERTIBLE DEBENTURES
We elected to make the monthly redemption payments due on March 14, 2006 and April 1, 2006 under of our convertible debentures maturing September 14, 2008, in shares of our common stock. In accordance with the terms of the convertible debentures, the deemed issue price per share was calculated at 85% of the average of the 10 closing prices immediately prior to the applicable monthly redemption date.