Rocky's Corner:

[stockticker]

my bad..experience in finance i took it to be CFO .. sorry

[rocky301]

Yesterdays 8K was only the terms of settlement but has yet been approved by court.
Highlighted section below applies to distribution of shares...sorry for any confusion



Pursuant to the Settlement, we have filed, along with BME, a joint application for a hearing to determine the fairness of the transactions contemplated by the Settlement Agreement. If the Court approves the Settlement Agreement, the New Shares and the Escrow Shares (or any proceeds therefrom) will be delivered to BME on the first business day immediately following such Court approval and the releases will become effective and the action will be dismissed with prejudice.

[rocky301]

Mail ?,

"why is a fairness hearing required?"

Because we are using the exemption below...thanks

Section 3(a)(10)1 of the Securities Act is an exemption from Securities Act registration for offers and sales of securities in specified exchange transactions. Before the issuer can rely on the exemption, the following conditions must be met.


The securities must be issued in exchange for securities, claims, or property interests; they can not be offered for cash.

A court or authorized governmental entity6 must approve the fairness of the terms and conditions of the exchange.

The reviewing court or authorized governmental entity must:

find, before approving the transaction, that the terms and conditions of the exchange are fair to those to whom securities will be issued; and

be advised before the hearing that the issuer will rely on the Section 3(a)(10) exemption based on the court's or authorized governmental entity's approval of the transaction.

The court or authorized governmental entity must hold a hearing before approving the fairness of the terms and conditions of the transaction.

A governmental entity must be expressly authorized by law to hold the hearing, although it is not necessary that the law require the hearing.

The fairness hearing must be open to everyone to whom securities would be issued in the proposed exchange.

Adequate notice must be given to all those persons.

There cannot be any improper impediments to the appearance by those persons at the hearing.

[oregon]

The ACT counterclaim was conceded plus 800k new shares..

I have been following ACT for a year. I don't think we have won a lawsuit yet. We should just give up, issue the shares and move on.

Hopefully we will have better luck when it comes time for ACT to sue other companies for infringing on ACT patents.......which is inevitable given the broad base patents in place.

[interstate]

Rocky,
So did BM just receive 18.8 Million or 800K shares?

[rocky301]

Rocky,
So did BM just receive 18.8 Million or 800K shares?

Neither, I corrected a post to you from yesterday on issuance of shares
Lawsuit Updates: Feb 15, 2012

The 18 million shares were issued last November. Shares were freely tradeable but escrowed proceeds from sales.
The additional 800k shares will not be issued until court approves which shouldn't be to long.

(from yesterdays 8K)
Pursuant to the Settlement, we have filed, along with BME, a joint application for a hearing to determine the fairness of the transactions contemplated by the Settlement Agreement. If the Court approves the Settlement Agreement, the New Shares and the Escrow Shares (or any proceeds therefrom) will be delivered to BME on the first business day immediately following such Court approval and the releases will become effective and the action will be dismissed with prejudice.

[interstate]

So the last 2 hours of high volume and selloff has nothing to do with BME?

[rocky301]

So the last 2 hours of high volume and selloff has nothing to do with BME?

There is no way to know that. BM may have sold them all long ago and hold only cash in escrow
from sales or had some shares left. They had ample opportunity to sell much higher since last NOV
and I would assume they did. There are PLENTY of others that received 100's of millions of shares
so who is selling is something we don't know, at least I don't..

keep in mind with 10MM in volume today that represents 1/2 of 1 % of the float.
"high volume" needs perspective, imo...thanks

[rocky301]

Black Mountain and ACT Fairness Hearing on Terms of Settlement to be Held
May 3, 2012

04/19/2012 ORDER: On April 9, 2012, the parties in this case reached a settlement agreement. On April 13, 2012, the parties filed a joint application for (1) a hearing to determine the fairness of the settlement, pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, and (2) an order approving the terms of the settlement agreement. A Section 3(a)(10) fairness hearing is scheduled for May 3, 2012, at 3:00 p.m. at the U.S. Courthouse, 500 Pearl Street, New York, New York 10007. Fairness Hearing set for 5/3/2012 at 03:00 PM before Judge Paul A. Engelmayer.) (Signed by Judge Paul A. Engelmayer on 4/18/2012) (js) (Entered: 04/19/2012

[rocky301]

mail ?,

"rock, what's the deal on RHP getting shares? were they part of the 40 we settled with?"

No, they were not part of the 40 and were not a lawsuit party. They may have been one of the parties
ACT said could not be contacted. RHP has been around and filed a lawsuit on ACT back in 2008...thanks SCROLL

(from 10K)
On February 13, 2012, the Company issued 5,183,374 shares of common stock pursuant to the settlement agreement with RHP Master Fund, Ltd related to the convertible promissory notes and warrants that were issued between 2005 and 2010. At the date of issuance, the Company decreased the loss contingency accrual by approximately $674,000 with a corresponding increase to stockholders’ equity.

[rocky301]

Reporting for end first quarter are starting to trickle in on inst. investors,
sad is an understatement..

Total Shares Held: 453,442 shares
New Positions: 0
Increased Positions: 1 for 10,000 shares
Decreased Positions: 3 for 90,000 shares

Advanced Cell Technology, Inc. (ACTC) Institutional Ownership & Holdings - NASDAQ.com

[michaelbrom]

ha many many unsophisticated investors have equal or more shares than those sophisticated investors!


as always, thank u, sir rocky!

[Riddakilla]

Reporting for end first quarter are starting to trickle in on inst. investors,
sad is an understatement..

Total Shares Held: 453,442 shares
New Positions: 0
Increased Positions: 1 for 10,000 shares
Decreased Positions: 3 for 90,000 shares

Advanced Cell Technology, Inc. (ACTC) Institutional Ownership & Holdings - NASDAQ.com

How do you feel the company will fair once we make it onto the nasdaq?

[rocky301]

How do you feel the company will fair once we make it onto the nasdaq?

Ridda,

provided we get approved for Nasdaq and trial results continue to maintain, I would expect
decent inst. ownership % over time. Not real sure it will be a buying frenzy at first given the
stage we are in but I am most interested in how the "players" view things and what size positions
they take the first 6 months or so...thanks

[rocky301]

per request,

last filings on remaining 3 cases:

Camofi....last filing April 3

Aronson/Gorton...last filing April 10

Alpha...last filing Dec 23, 2011

[rocky301]

I have received a fair amount of mail on whether or not I think the Nasdaq application
has been sent in?

I really don't have an answer for that but do have an opinion. I am leaning towards the application being filed
and announced when reverse split approval is announced next week or shortly after.. ACT can then send the
amendment of the articles of incorporation showing SH approval along with the application. The black bolded
section below seems to read that way also, jmo....If ACT has been involved with Nasdaq preliminary
review process (can't imagine they haven't) then the blue highlighted section in addition to reverse split verification
should be most of what is left when application is submitted...thanks


“This reverse stock split, which should better align the company’s capital structure with its stage of development, and an accompanying Nasdaq listing application, will represent a significant step toward creating long-term shareholder value and building ACT into a world-class player in the regenerative medicine space,”
http://www.sec.gov/Archives/edgar/da...879_ex99-1.htm

Does NASDAQ offer a preliminary listing eligibility review for prospective applicants?

Yes. A company can seek a preliminary listing eligibility review by NASDAQ Listing Qualifications prior to applying. Pursuant to this review, the Listing Qualifications Staff will review the company's public filings to determine if it meets the numerical listing requirements. In addition, to the extent questions are raised by the company, the Listing Qualifications Staff will consider compliance with the corporate governance requirements of Listing Rule 5600, such as board and board committee structure, and regulatory concerns, such as may be raised under Rule 5100 and IM-5100. In considering whether any such questions exist, the company may find it helpful to review the information necessary to be submitted in response to the "Regulatory Proceedings/Litigation" section of the Listing Application. Please see our Listing Application Informational Guide. You may view the Listing Application & Related Forms using our preview function.

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. 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.

[rocky301]

What documents does NASDAQ require for a Reverse Stock Split?

The company should complete the Notification: Substitution Listing Event at least 15 calendar days prior to the effective date. Please follow the instructions on the Notification regarding its submission and the payment of the $7,500 required fee.

The submission should contain the following information as appropriate:

Whether the shareholders have approved the transaction;

The split ratio;

The new CUSIP number;

Total Shares Outstanding (TSO)/Par Value before and after the split;

Whether all legal filings have been completed with the appropriate state or non-U.S. agency;

The effective date of the reverse stock split (as of the opening of business);

Proxy or Board Resolutions; and
Amended Articles of Incorporation.

The company must also provide public notice of a reverse stock split using a Regulation FD compliant method. Appropriate notification of the public disclosure must also be provided to NASDAQ MarketWatch though the Electronic Disclosure System.

The suffix character, "D", will be appended to the issue symbol for 20 trading days to reflect the reverse split. (Updated: August 31, 2011)
https://listingcenter.nasdaqomx.com/...rity.html#14mi

ACT Proxy
If the reverse split and proportional reduction in authorized shares of Common Stock proposal is approved by the Company’s stockholders, and if the Board of Directors in its discretion still believes at that time the reverse split and proportional reduction in authorized shares of Common Stock is in the best interests of the Company and its stockholders, after the Board of Directors votes in favor of effecting the reverse split and proportional reduction in authorized shares of Common Stock, the reverse split and proportional reduction in authorized shares of Common Stock will be implemented by filing a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware, in the form of Appendix A hereto, and the reverse split and proportional reduction in authorized shares of Common Stock will become effective on the date of the filing (the “Effective Date”). We will obtain a new CUSIP number for the new Common Stock effective at the time of the reverse split. Stockholders who held shares of the Company’s common stock as of the close of business on the Effective Date (“Record Holders”) will be notified as soon as practicable after the Effective Date that the reverse split has been effected. The Company’s transfer agent will act as its exchange agent (the “Exchange Agent”) in implementing the exchange of their certificates. As soon as practicable after the Effective Date, Record Holders will be notified and requested to surrender their certificates representing shares of pre-split common stock (“Old Common Stock”) to the Exchange Agent in exchange for certificates representing post-split common stock (“New Common Stock”). Any fractional shares resulting from the reverse split will be rounded up to nearest whole number. At the Effective Date, each lot of between 20 and 80 shares of Old Common Stock issued and outstanding immediately prior to the effective time will, automatically and without any further action on the part of our shareholders, be combined into and become one share of New Common Stock, subject to the treatment for fractional shares described above, and each certificate which, immediately prior to the effective time represented Old Common Stock, will be deemed cancelled and, for all corporate purposes, will be deemed to evidence ownership of New Common Stock.

[rocky301]

For those asking,

The order allowing CAMOFI to file an amended complaint has not been filed for public view.
I mentioned prior the Judge allowed the amendment, ACT agreed, but it was to be e-mailed
to Judge with ACT responding by end of month. So to date, we have no way to know exactly
what CAMOFI claims to have discovered to cause this statement "Based on the
information now available to the Funds, the damages suffered by the Funds are significantly
greater than the damages claimed in the original Complaint."
The original complaint was claiming approx. 131MM shares. Nothing new filed since the April 3
preliminary conference order...

Here is the PDF of what was sent to Judge,
https://iapps.courts.state.ny.us/fbe...==&system=prod

[rocky301]

Questions on qualifying for NAZ Global?

The (4) initial listing standards can be viewed here.
Slide 11 for Global Market
http://www.nasdaq.com/about/nasdaq_listing_req_fees.pdf

The following is how I perceive this working.

Market Value Standard:
Under this standard it would require a reverse and a 90 day timeframe to maintain bid price.
I have ruled this out

Total Assets/Total Revenue Standard:
We don't qualify..I have ruled this out

That leaves Income and Equity Standards requiring Stockholder Equity of $15 and $30MM respectively.

The year end 10K states the following:
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 15,185,326

Showing a STOCKHOLDERS' DEFICIT of approx $15MM would mean ACT would have to add approx $30MM to stockholder equity to meet the $15MM Income Standard.

The 10K also shows the 3 transactions below increase stock holders equity by $34.474MM

On January 30, 2012, the Company issued 48,878,659 shares of common stock to Midsummer based on the August 9, 2011 settlement agreement. At the date of issuance, the Company decreased the accrued settlement by approximately $7,800,000 with a corresponding increase to stockholders’ equity.

On January 31, 2012, the Company issued 239,601,630 shares of common stock pursuant to the settlement agreement with certain holders of convertible promissory notes and warrants that were issued between 2005 and 2010. At the date of issuance, the Company decreased the accrued settlement by approximately $26,360,000 with a corresponding increase to stockholders’ equity

On February 13, 2012, the Company issued 5,183,374 shares of common stock pursuant to the settlement agreement with RHP Master Fund, Ltd related to the convertible promissory notes and warrants that were issued between 2005 and 2010. At the date of issuance, the Company decreased the loss contingency accrual by approximately $674,000 with a corresponding increase to stockholders’ equity.

Summary: If the above is correct, this would put our stockholder equity figure after year end
at approx. $19-20MM which seems to qualify us for Global Income standard provided
they have the $1MM income provision covered. No doubt if they make application to NAZ Global
they meet the criteria in one of the standards, the above are only my thoughts on how it may
be happening...thanks

[rocky301]

SHM,

Very upbeat on current trials and have IND's up the wazoo planned... I think JV notions
and buyout notions were addressed quite well and seems apparent to me neither are of
concern to Rabin at this time and the message boards are probably one year ahead on those
topics. Funding is no issue at this time either so 2012 will see Phase 1 surgeries completed
with the much larger Phase 2 after year end and the start of more intense dollars needed.

The Nasdaq uplist and lawsuit issues. Centercourt of course refers to CAMOFI/CAMZHN.
As stated by Rabin, ACT has a long history on this issue. Between fairness hearings,
settlements and lawsuits the list is long and some were let's say questionable? Hoping
this doesn't become a stumbling block if it hasn't already.

All in all a good annual meeting, imo. Wasn't expecting anything "huge" but did learn
from all the topics covered...thanks