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): October 20, 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 8.01 Other Events

 

On October 20, 2014, Advanced Cell Technology, Inc. (the “Company”) issued a press release announcing that it has entered into an employment agreement (the “Agreement”) with LeRoux Jooste. Mr. Jooste’s employment with the Company began on October 14, 2014.

 

Under the Agreement, Mr. Jooste will serve as Senior Vice President & Chief Commercial Officer of the Company. Mr. Jooste’s base annual salary will be $350,000. He will also be eligible to receive annual incentive compensation targeted at 40% of his base salary, with the actual amount of such bonus, if any, to be determined by the Board of Directors or the Compensation Committee. The Company has also agreed to pay Mr. Jooste a relocation reimbursement of up to $50,000 for expenses in connection with his relocation to the greater Boston, Massachusetts, area. In addition, Mr. Jooste will also receive an option to purchase 75,000 shares of the Company’s common stock and 25,000 stock unit awards under the Advanced Cell Technology, Inc. 2005 Stock Option Plan, all subject to vesting as summarized in the Agreement.

 

If Mr. Jooste’ employment is terminated by the Company without cause or by Mr. Jooste for good reason, then Mr. Jooste will be eligible to receive (a) a continuation of base salary for twelve (12) months; and (b) continuation of group health plan benefits for up to twelve (12) months to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”). The payment of these severance payments and benefits is conditioned upon Mr. Jooste providing a release of claims.

 

If Mr. Jooste is terminated without cause or he quits for good reason, in either case, within twelve (12) months following a change in control, then he will be entitled to severance as follows: (a) a lump sum payment equal to twelve (12) months of base salary; (b) continuation of group health plan benefits for up to twelve (12) months to the extent authorized by and consistent with COBRA; and (c) 100% acceleration of all outstanding equity inventive awards to the extent subject to time-based vesting.

 

The press release announcing Mr. Jooste’s hiring is attached hereto as Exhibit 99.1. The foregoing description of the Agreement is qualified in its entirety by reference to the available text of the Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the three months ending September 30, 2014.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.

  

Description

99.1   Press Release Issued October 20, 2014

 

2
 

 

 

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.

 

  Advanced Cell Technology, Inc.
   
Date: October 20, 2014 By: /s/ Edward Myles
    Edward Myles
Chief Operating Officer & Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

3
 

 

EXHIBIT INDEX

 

Exhibit
No.

  

Description

   
99.1   Press Release, dated as of October 20, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4



Exhibit 99.1

 

Advanced Cell Technology Appoints LeRoux Jooste as SVP of Business Development & Chief Commercial Officer

 

Industry Veteran to Lead Business Development and Commercialization

 

MARLBOROUGH, Mass. — October 20, 2014 – Advanced Cell Technology, Inc. (“ACT”; OTCBB: ACTC), a leader in the field of regenerative medicine, today announced the appointment of LeRoux Jooste to the newly created position of Senior Vice President of Business Development and Chief Commercial Officer. LeRoux has a global track record of building commercial capability and proven success in launching blockbuster products in the USA and Europe. LeRoux joins ACT from Antares Pharma Inc. (NASDAQ: ATRS), where he served as Senior Vice President and General Manager, Pharmaceuticals since May 2012.

 

“I have previously worked successfully with LeRoux and am very pleased to attract a seasoned commercial leader with so much experience and leadership in business development, new product planning and commercializing innovative, breakthrough products,” said Dr. Paul Wotton, President and CEO of ACT. “LeRoux's appointment completes our senior management team and brings the ‘voice of the customer’ into our product development process. LeRoux has tremendous experience leading commercialization and partnering activities and is joining our company at the right time. We are about to initiate our phase 2 clinical studies with the RPE program and many of our pre-clinical programs have shown promising proof-of-concept data. As we continue to focus on regenerative ophthalmology, our non-ophthalmic programs enable us to seek collaborations with external groups that have the resources necessary to bring the results of our ground-breaking technologies to patients in need.”

 

Prior to joining Antares, LeRoux was Vice President Commercial Assessment and Product Planning at Cephalon. Earlier in his career he held senior level positions at Nabi Biopharmaceuticals, Aton Pharma, Wyeth and Eli Lilly. LeRoux graduated from Pharmacy School in Pretoria, South Africa and received his Bachelor of Commerce from the University of South Africa.

 

“I am delighted to join the ACT senior management team at this pivotal time in its evolution into a product development and commercially oriented company. With the positive results of the RPE program now published in The Lancet, it is the right time to begin charting the course toward commercial success,” commented Jooste. “We have options to consider when commercializing our lead programs, including partnering, and there are critical decisions over the next 12 – 18 months that could have a dramatic impact on shareholder value. I believe ACT is the leading regenerative ophthalmology company and we are committed to bringing novel, cell-based therapies to patients in need. I am privileged to be part of this amazing endeavor.”

 

About Advanced Cell Technology, Inc.

 

Advanced Cell Technology, Inc., (ACT) is a Marlborough, Mass.-based biotechnology company focused on the development and commercialization of novel cell-based therapies. ACT’s therapeutic area of focus is ophthalmology and the Company’s most advanced products are in clinical trials for the treatment of dry age-related macular degeneration, Stargardt’s macular degeneration and myopic macular degeneration. The Company is also developing several pre-clinical cell therapies for the treatment of other ocular disorders. Additionally, the Company also has a number of pre-clinical stage assets in disease areas outside the field of ophthalmology, including autoimmune, inflammatory and wound healing-related disorders. For more information, visit www.advancedcell.com

 

Forward-Looking Statements

 

Statements in this news release regarding future clinical studies, potential fundraising opportunities and sources, potential business development strategies, 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, uncertainty of future clinical trial results, 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 our report on Form 10-K for the year ended December 31, 2013 and our report on Form 10-Q for the three and six months ended June 30, 2014. 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 or other development programs will be successful.

 

Contact:

 

Investors:

Westwicke Partners, John Woolford, 443-213-0506

 

Press:

Russo Partners, David Schull, 858-717-2310