SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 22, 2006
ADVANCED CELL TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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000-50295 |
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87-0656515 |
(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer Identification Number) |
1201 Bay Harbor Parkway, Alameda,
California 94502
(Address of principal executive offices, including zip code)
(510) 748-4900
(Registrants telephone number, including area code)
(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))
The Company issued a press release dated August 22, 2006 announcing that, subject to market conditions, it plans to privately offer up to $11,295,000 of senior secured convertible debentures and warrants (the Securities). In accordance with Rule 135c of the Securities Act of 1933, as amended (the Securities Act), the Company files a copy of the press release as Exhibit 99.1 hereto. The timing of the closing of the offering will be subject to market conditions. The Company plans to use the net proceeds of the offering for general corporate purposes, which may include repayment of debt and additions to working capital.
The Securities are expected to have basic terms described in the press release. All terms are subject to market conditions and may vary materially from those set forth in the press release. No assurance is given that the Company will be able to close the financing described herein, or that if a financing is closed that the terms and conditions of the financing will not differ materially from those described herein.
The offering will be conducted as a private placement made only to accredited buyers in accordance with Section 4(2) of the Securities Act. The Securities will not be registered under the Securities Act and may not be offered or sold without registration unless an exemption from such registration is available.
This notice is issued pursuant to Rule 135c of the Securities Act, and does not constitute an offer to sell the Securities, nor a solicitation for an offer to purchase the Securities.
ITEM 9.01 Financial Statements and Exhibits.
(d) EXHIBITS
99.1 Press release issued by the Company on August 22, 2006.
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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ADVANCED CELL TECHNOLOGY, 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: August 22, 2006 |
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Exhibit No. |
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Exhibit Description |
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99.1 |
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Press Release of the Company dated August 22, 2006 |
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