Current Report Filing (8-k)
August 27 2014 - 5:06PM
Edgar (US Regulatory)
UNITED STATES
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 27, 2014
ADVANCED CELL TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware |
000-50295 |
87-0656515 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
33 Locke Drive, Marlborough, Massachusetts |
01752 |
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant's Telephone Number,
Including Area Code: (508) 756-1212
_____________________________________
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
o | | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.03 Material Modification
to Rights of Security Holders.
The information set forth in Item 5.03 of this
Current Report on Form 8-K is hereby incorporated by reference.
Item 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 27, 2014, Advanced Cell Technology,
Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation (the “Certificate
of Amendment”), with the Secretary of State of the State of Delaware, to effect a 1-for-100 reverse stock split of the
Company’s common stock (the “Reverse Stock Split”). The Certificate of Amendment became effective at 5:00
P.M. Eastern Time on August 27, 2014.
As described in the Company’s definitive
proxy statement filed with the Securities and Exchange Commission on September 9, 2013 and the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on October 24, 2013, at the Company’s annual meeting held on October
22, 2013, the Company’s stockholders approved the Certificate of Amendment with a ratio to be determined by the Company’s
Board of Directors as set forth in more detail in the definitive proxy statement. Thereafter, the Company’s Board of Directors
determined to effect a 1-for-100 reverse stock split and authorized the implementation of such split and filing of the Certificate
of Amendment.
As a result of the Reverse Stock Split, every
100 shares of the Company’s pre-Reverse Stock Split common stock were combined and reclassified into one share of the Company’s
common stock. Beginning with the opening of trading on August 28, 2014, the Company’s common stock will trade on the OTC
Markets Group on a Reverse Stock Split adjusted basis with a new CUSIP number of 00752K204.
No fractional shares were issued in connection
with the Reverse Stock Split. In accordance with the Certificate of Amendment, any fractional shares resulting from the Reverse
Stock Split will be rounded up to the nearest whole number. Proportional adjustments will be made to the Company’s outstanding
warrants, stock options and other equity awards and to the Company’s equity compensation plans to reflect the Reverse Stock
Split.
A copy of the Certificate of Amendment is filed
as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
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3.1 |
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Certificate of Amendment of Certificate of Incorporation. |
SIGNATURES
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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Date: August 27, 2014 |
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Advanced Cell Technology, Inc. |
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By: |
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/s/ Edward Myles |
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Edward Myles
Chief Operating Officer & Chief Financial Officer |
Index to Exhibits
Exhibit No. |
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Description |
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3.1 |
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Certificate of Amendment of Certificate of Incorporation. |
Exhibit 3.1
Certificate of Amendment
of
Certificate of Incorporation
of
Advanced Cell Technology, Inc.
Under Section 242 of the Delaware General Corporation
Law
Advanced Cell Technology, Inc., a corporation
organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows:
1.
The Certificate of Incorporation of the Corporation is hereby amended by changing Article V, Section 1 so that, as amended, said
Article V, Section 1 shall be and read as follows:
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Section 1. Number of Authorized Shares . The total number of shares of stock which the Corporation shall have the authority to issue shall be Eighty-Seven Million, Five Hundred Thousand (87,500,000) shares. The Corporation shall be authorized to issue two classes of shares of stock, designated “Common Stock” and “Preferred Stock.” The Corporation shall be authorized to issue Thirty-Seven Million, Five Hundred Thousand (37,500,000) shares of Common Stock, each shares to have a par value of $0.001 per share, and Fifty Million (50,000,000) shares of Preferred Stock, each share to have a par value of $0.001 per share. |
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Each one hundred (100) shares of the Corporation’s Common Stock, par value $0.001 per share, issued and outstanding as of 5:00 p.m. eastern time on the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware shall be converted and reclassified into one (1) share of the Corporation’s Common Stock, par value $0.001 per share. |
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Any fractional shares resulting from such conversion will be rounded up to the nearest whole number. |
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2. The foregoing amendment has been duly
adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware by the vote of
a majority of each class of outstanding stock of the Corporation entitled to vote thereon.
IN WITNESS WHEREOF, I have signed this Certificate this 27th day
of August, 2014.
/s/ Paul K. Wotton |
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Paul K. Wotton |
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President and Chief Executive Officer |
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