The Harsh Reality

[Bogeyfree]

After listening to the CC and ACTC's incredible confidence, bordering on cocky, IMHO the harsh reality the small retail investor will get diluted again and here's why.

1) IMHO No one outside Big Pharma really knows who the heck ACTC is let alone our science

2) IMHO GR is not going to share any real details on patients other than generalities until they get through cohort 2

3) IMHO cohort 2 won't be done until the end of the year and then 3-4 months for the peer review to come out.

4) IMHO Big Pharma will not do a JV until Phase 2 which is late NEXT year.

5) IMHO GR can not reverse until we settle all the lawsuits AND have a CEO in place and based on the current pace of the lawsuits I don't see them wrapping up until late in the year

6) IMHO to reverse and uplist without a JV or significant peer reviewed results which we already said won't happen by Dec 31
Would be suicide to the retail investor if attempted alone.

7) So IMHO this only leaves an equity offering on the backs of the retail investor and thus more dilution.

So you can see IMHO either #6 or #7 are the only real options and both screw the small investor who IMHO has all but been forgotten. IMHO a takeover is now more likely than a JV.

All IMHO

Bogeyfree

[stemdynasty]

"5) IMHO GR can not reverse until we settle all the lawsuits AND have a CEO in place and based on the current pace of the lawsuits I don't see them wrapping up until late in the year".

Freudian slip hahaha

[stemdynasty]

Bogey, here is how I see it going down......It will not get done this year. I would rather we actually have a plan for when we do uplist and I have not heard one. He said, and I quote, "I will not do one (r/s), just to do one". JMHO

[Aerin328]

If I have to get diluted 10%-20% more to get 100% more value in the JV I'll take it. My own personal risk/reward calculations assume 2.9 Billion OS.

[hophead]

The harsh reality is that GR speaking on a cc to investors and creating more questions than he answered= more red days on the horizon.

[Gizmo]

I could live with a bit more dilution, given that we bought into this stock so cheap. It's not every day that we get an opportunity to invest in paradigm-shifting medical technology for less than .20 a share, as most of us did. I'm hoping to buy another chunk on Monday, which will bring my per/share cost down to 9.8 cents, then I'm done. Won't buy any more ACT unless a massive pile of money falls into my life unexpectedly.

[Shuff]

I wish I could build a roller coaster using ACTC posters emotions as a master plan. It would be be the greatest roller coaster ever! More ups and downs than a 2 hour Catholic church worship service.

[Riddakilla]

Bogey, here is how I see it going down......It will not get done this year. I would rather we actually have a plan for when we do uplist and I have not heard one. He said, and I quote, "I will not do one (r/s), just to do one". JMHO

I'm in agreement with you on this one stem. This topic had been disused to death. What I don't get is how people still see the R/S uplist as being worse than where we are today. I can't imagine anyone here being happy with how things have played out on the OTC board, except the traders. For them things have been lovely. GR already has stated many times that they will not do an uplist until the time is right. So where do you see the most value created when that happens, on the OTC or the Nasdaq. In the grand scheme of things, if things are going as well as GR says they are investors won't have to much longer to wait and I don't mean before the years end although possible, but I just don't see it happening. I understand GR wants to preserve as much value as possible by dangling the possible scenarios every time he speaks to shareholders but he know in order to get the kind of offers we all want from Pharma he's going to have to wait for a larger population of patients with positive results. My feeling is Pharma is playing hardball, mainly because of the financial structure of this company. As of now we need them more than the need us. So for now the company needs to keep treating patients, collecting the data, and close out the remaining lawsuits to get the company off this OTC board and on to the bigger stage where instutional investors can buy the stock and positive results can be publicized on shows like CNBC, FOX business, and CNN to the mass population of investors. There are plenty of investors out there looking for the next big thing. These are the primary reasons no one knows of the only company developing and embryonic derived treatment for one of the #1 unmet medical needs in the world. How many time has anyone here been speaking to a friend of family member about this potential blockbuster stock and had their complete attention right up until you tell them the share price. Then think about how many of those people would have invested had you told them the share price was $5-10 a share. My guess is stay on the OTC. Stay at this valuation.

[Rockon1047]

Hi Bogey....why all the negativity... This is the greatest investment opportunity in our lifetime....allow things to play out....GRand MV and our board have the necessary info to make the best decisions for this company....and they will in due time...patience my friend..

[rocky301]

I'm in agreement with you on this one stem. This topic had been disused to death. What I don't get is how people still see the R/S uplist as being worse than where we are today. I can't imagine anyone here being happy with how things have played out on the OTC board, except the traders. For them things have been lovely. GR already has stated many times that they will not do an uplist until the time is right. So where do you see the most value created when that happens, on the OTC or the Nasdaq. In the grand scheme of things, if things are going as well as GR says they are investors won't have to much longer to wait and I don't mean before the years end although possible, but I just don't see it happening. I understand GR wants to preserve as much value as possible by dangling the possible scenarios every time he speaks to shareholders but he know in order to get the kind of offers we all want from Pharma he's going to have to wait for a larger population of patients with positive results. My feeling is Pharma is playing hardball, mainly because of the financial structure of this company. As of now we need them more than the need us. So for now the company needs to keep treating patients, collecting the data, and close out the remaining lawsuits to get the company off this OTC board and on to the bigger stage where instutional investors can buy the stock and positive results can be publicized on shows like CNBC, FOX business, and CNN to the mass population of investors. There are plenty of investors out there looking for the next big thing. These are the primary reasons no one knows of the only company developing and embryonic derived treatment for one of the #1 unmet medical needs in the world. How many time has anyone here been speaking to a friend of family member about this potential blockbuster stock and had their complete attention right up until you tell them the share price. Then think about how many of those people would have invested had you told them the share price was $5-10 a share. My guess is stay on the OTC. Stay at this valuation.

GR already has stated many times that they will not do an uplist until the time is right.

Ridda,

then the time must be right now, application to Nasdaq is in so once approved they better be ready to go...thanks

[stemboat]

Good point Rocky. I've been buying MLP's the past few months so I'm no longer overweight speculative with ACTC. Time to get another chunk of ACTC, and hoping to time it correctly.

[Riddakilla]

Ridda,

then the time must be right now, application to Nasdaq is in so once approved they better be ready to go...thanks

Do you think they will make the move prior to wraping up these lawsuits? I was under the impression they needed to clear this up before up listing as well as obtaining a CFO. If that the case that will also provide some time for further injections, results, and possible further progress with plans for alternate trials. Correct me if I'm wrong.

[mar-cell]

Do you think they will make the move prior to wraping up these lawsuits? I was under the impression they needed to clear this up before up listing as well as obtaining a CFO. If that the case that will also provide some time for further injections, results, and possible further progress with plans for alternate trials. Correct me if I'm wrong.

I don't think you're wrong. Here is what Gary said about reverse split :

" In terms of the reverse split, I'm holding off on doing the reverse as I said from the very beginning, until we resolve the last of these warrant holder and debenture issues".

He also add the following:

"We have applied to Nasdaq. We have gotten their preliminary comments. Their comments aren't really any different than anything we would have expected. We're just kind of going through trying to put to bed the last of these warrant holder issues, this SEC matter. One of the things that they suggested that we would have to lay out a timeline for hiring a CFO. We are working on that right now. It is all kind of in the calendar and we are pushing along as quickly as possible. It is a main objective for us to be traded on Nasdaq. It will make the stock marginable. It will allow a whole universe of investors who have never previously been able to buy the stock be able to buy the stock, plus of course putting to bed the last of those overhangs related to, you know, the past financings and the past sort of misdoings of the company from a financial perspective."

A reasonable assumption would be to say that Nasdaq has made it clear it would be better for us to resolve these issues if we want them to approve our application...

[AZ geologist]

Do you think they will make the move prior to wraping up these lawsuits? I was under the impression they needed to clear this up before up listing as well as obtaining a CFO. If that the case that will also provide some time for further injections, results, and possible further progress with plans for alternate trials. Correct me if I'm wrong.

Gary also said: "We're just kind of going through trying to put to bed the last of these warrant holder issues, this SEC matter. One of the things that they suggested that we would have to lay out a timeline for hiring a CFO. We are working on that right now. It is all kind of in the calendar and we are pushing along as quickly as possible."

In terms of a Nasdaq "suggestion", it seems it's not necessary to have a CFO in place, only a practical plan & timeline to get one.

Gary also said: "We have applied to Nasdaq. We have gotten their preliminary comments."

According to Nasdaq's website, decisions are typically made within 5-6 weeks of application. We don't know exactly when ACT applied, but it looks like 5-6 weeks at the outside to get a decision. I also assume that since it costs anywhere between $1000 and $25000 to apply (depending on the sub-market), non-refundable, that the company feels strongly that the application will be successful.

http://www.nasdaq.com/about/Application.pdf

We might know the outcome of all this by mid-September. Given Gary's desire to be off the OTC, I imagine as soon as Nasdaq gives us the green light, the wheels will be set in motion to R/S, accompanied perhaps by trial data on some or all of the previous patients or some other big news.

[stemdynasty]

This is how I interpret the sequence of events, and we will all know that the r/s and uplist will be happening soon after: First, and foremost, he has to clear up all the litigation (bondholders/SEC). Second, hire a CFO (yipee! and I'd like to give a shout out to my boys down at the Naz for not giving Gary a choice in the matter). Third, he must have institutional investors LINED UP AND READY TO ROLL. Then he can release the Kraken, but he must time it perfectly by adding something meaty, or the sharks in the water will eat eat us all alive!

I don't know if Gary is playing coy, which I am praying that he is, and he really throws traders off their game by actually planning a "big reveal" to launch us on the Nasdaq, because if he thinks just clearing up the lawsuits and adding a CFO will attract institutional investors we are in for a very tough slog, and a real ugly launch. He MUST do the r/s from a true position of strength, not something that he promises shareholders may or may not happen. Let's just hope that Gary is masterful at his job, and just did not want to give anything away about releasing the data in conjunction with the uplist to diminish the element of surprise. Boy, I hope I am right. That would be epic on his part, and never again should we challenge his abilities, because this would be a show stopper if he continues to bluff, and say he is not quite ready to release the data, but out of nowhere on the day we find out we are trading on the Nasdaq in the premarket he does the unthinkable, and finally the world will hear what he has been gloating about for months. Will it happen that way? Is it feasible? You bet it is. He could release the data tomorrow if it pleased him to do so. We are all just being patient waiting for that eventful day. I definitely don't want to steal any of his thunder, but it seems very logical. First things first. Let's hurry up and puke out the last of the free shares, and get back into the business of finding miracle cures.

[MPC]

To me, AZ's speculations sound very plausible. And I think you're dead-on about only needing the plan/timeline for the CFO. That will give us time to hopefully find someone that is not intimidated by the convoluted financial follies of (hopefully) the past

It seems to me the planets are all coming close to alignment. Management has been giving shareholders big things to look forward to (for a long time), and it feels like this is really starting to come together. (maybe it's the Sauvignon Blanc)

It struck me as I was typing this post that this could actually be the beginning of something very big. (I hope I didn't just jinx it)

[rocky301]

Do you think they will make the move prior to wraping up these lawsuits? I was under the impression they needed to clear this up before up listing as well as obtaining a CFO. If that the case that will also provide some time for further injections, results, and possible further progress with plans for alternate trials. Correct me if I'm wrong.

Ridda,

Going back to December of 2011, rest assured ACT was in discussions with Nasdaq prior to dropping the reverse
bomb shell with intent of going to Global Market. The "preliminary listing eligibility review" is where the following
statements came from on the April 26 SHM

•We will shortly be filing our NASDAQ application
•In compliance with all key quantitative listing requirements
•Significant NASDAQ due diligence on past and current litigation

Under this review process that has been ongoing for more than 6 months the following takes place,

"The Listing Qualifications Staff will, if necessary, meet with a prospective applicant to discuss any preliminary conclusions reached during this review. Once completed, Staff will determine whether it appears that the company satisfies NASDAQ's numerical initial inclusion criteria and whether any corporate governance or regulatory issues raised by the company would serve to prohibit NASDAQ from listing the company, and Staff will issue a letter to that effect"

Now you have a letter from Nasdaq stating it "appears" there is nothing to prohibit an uplist but that is
contingent on the following:

Any final approval, however, will require the company to submit a formal listing application, and is conditioned upon final review of that application and the company's continued compliance with all NASDAQ criteria for initial listing at the time of listing. In addition, any final approval will require a satisfactory conclusion of certain additional qualitative reviews that NASDAQ will perform, including a review of the regulatory history of the company's officers, directors, and significant shareholders.

Based on the above I submit the following question. If in the review process Nasdaq had said that ALL the lawsuits
must be closed out prior to any approval, WHY would ACT file a FORMAL application knowing the resolution may be
many months out? It makes no sense. The formal application represents a CURRENT review of all info not a review
of info 4 months down the road when something may or may not take place. Has anyone here ever seen a Nasdaq
approval "contingent" on something occuring at a later date? I haven't. If lawsuits had to be completed prior to any
approval ACT would certainly been told that in the review process. Why waste Nasdaq's time now if that were the case?

The formal application comes from many months of review and suggests that when approved ACT
will uplist promply, not when ACT decides the time is right, it doesn't work that way. Sure Rabin wants
to put the lawsuit issues to bed but that does not translate into a mandatory requirement from the Nasdaq
prior to approval....at least it doesn't to me. We shall see how everything unfolds, just my 8 cents worth..thanks

[Actc_fan]

Are we sure we should use the 5-6 week timeframe yet? My impression of that timeline is if an application is all good, then 5-6 weeks. It sounds to me like even though ACT applied, they might have "a few checkboxes" remaining before their 5-6 week clock starts. Not the CFO, I think they just need a plan. But I think maybe they have to close out at least the SEC matter, amd maybe one or two other things before they are 5-6 weeks away. JMHO

[keybridge]

Ridda,

Going back to December of 2011, rest assured ACT was in discussions with Nasdaq prior to dropping the reverse
bomb shell with intent of going to Global Market. The "preliminary listing eligibility review" is where the following
statements came from on the April 26 SHM

•We will shortly be filing our NASDAQ application
•In compliance with all key quantitative listing requirements
•Significant NASDAQ due diligence on past and current litigation

Under this review process that has been ongoing for more than 6 months the following takes place,

"The Listing Qualifications Staff will, if necessary, meet with a prospective applicant to discuss any preliminary conclusions reached during this review. Once completed, Staff will determine whether it appears that the company satisfies NASDAQ's numerical initial inclusion criteria and whether any corporate governance or regulatory issues raised by the company would serve to prohibit NASDAQ from listing the company, and Staff will issue a letter to that effect"

Now you have a letter from Nasdaq stating it "appears" there is nothing to prohibit an uplist but that is
contingent on the following:

Any final approval, however, will require the company to submit a formal listing application, and is conditioned upon final review of that application and the company's continued compliance with all NASDAQ criteria for initial listing at the time of listing. In addition, any final approval will require a satisfactory conclusion of certain additional qualitative reviews that NASDAQ will perform, including a review of the regulatory history of the company's officers, directors, and significant shareholders.

Based on the above I submit the following question. If in the review process Nasdaq had said that ALL the lawsuits
must be closed out prior to any approval, WHY would ACT file a FORMAL application knowing the resolution may be
many months out? It makes no sense. The formal application represents a CURRENT review of all info not a review
of info 4 months down the road when something may or may not take place. Has anyone here ever seen a Nasdaq
approval "contingent" on something occuring at a later date? I haven't. If lawsuits had to be completed prior to any
approval ACT would certainly been told that in the review process. Why waste Nasdaq's time now if that were the case?

The formal application comes from many months of review and suggests that when approved ACT
will uplist promply, not when ACT decides the time is right, it doesn't work that way. Sure Rabin wants
to put the lawsuit issues to bed but that does not translate into a mandatory requirement from the Nasdaq
prior to approval....at least it doesn't to me. We shall see how everything unfolds, just my 8 cents worth..thanks

I really do believe you're answering your own question. It's the submission of the formal listing application that sets the clock in motion for final approval to list. And it's at that stage any changes that may have occurred since the "Formal Application" was submitted is captured in the approval process, including changes in management and directors, or resolution of any litigation. It's also very possible at that stage a revised or amended Formal Application is submitted as well.

[rocky301]

Are we sure we should use the 5-6 week timeframe yet? My impression of that timeline is if an application is all good, then 5-6 weeks. It sounds to me like even though ACT applied, they might have "a few checkboxes" remaining before their 5-6 week clock starts. Not the CFO, I think they just need a plan. But I think maybe they have to close out at least the SEC matter, amd maybe one or two other things before they are 5-6 weeks away. JMHO

Actc,

What we don't know is when application was filed, at least I don't. What we do know is they have received
Nadaq comments which happens about 3 weeks in, see below. Final approval will only come when ACT adresses
comment letter to Nasdaq satisfaction. Froim my discussions with Nasdaq specialist if an application is all in
order with NO comments issued then one month is an average time for approval.

Listing Timeline
While it generally takes four to six weeks to process a listing application, this time frame is variable
and may be shortened considerably, if the application raises no issues and the company responds
quickly to Staff comments.

Week 1. Company submits application for listing and NASDAQ Listing Qualifications Staff begins its
review.
Weeks 2-3. Staff completes its preliminary review and prepares comment letter.
Weeks 3-4. Company addresses any issues raised by Staff.
Weeks 5-6. Staff completes their review and company is approved for listing.