Rocky's Corner:

[jckrdu]

ACT management's "screw up" is so bush league I'm starting to think maybe we belong on the OTCBB

If Caldwell was still with us, I'm not sure he would have survived as CEO with this screw up.

Looking forward to getting these few remaining suits settled.

[Lanza Paste]

If Caldwell was still with us, I'm not sure he would have survived as CEO with this screw up.

Looking forward to getting these few remaining suits settled.

Very true. The ongoing litigation and subsequent dilution is mentally exhausting for all involved.

I'm curious, just how sheltered is Caldwell's 89,000,000 share estate from potential lawsuits (liable, class action, etc)?

[rocky301]

Very true. The ongoing litigation and subsequent dilution is mentally exhausting for all involved.

I'm curious, just how sheltered is Caldwell's 89,000,000 share estate from potential lawsuits (liable, class action, etc)?

It's a non-issue, imo. Rabin and other execs protected the same way..


8. Indemnity. Company shall to the extent permitted and required by law, indemnify and hold Executive harmless from costs, expense or liability arising out of or relating to any acts or decisions made by Executive in the course of his employment to the same extent Company indemnifies and holds harmless other officers and directors of Company in accordance with Company’s established policies. This indemnity shall include, without limitation, advancing Executive attorneys fees to the fullest extent permitted by applicable law. Company agrees to continuously maintain Directors and Officers Liability Insurance with limits of coverage the same as currently in effect, unless a change is mutually agreed upon by Executive and the Board of Directors of Company, and to include Executive within said coverage while Executive is employed by Company and for at least thirty-six (36) months after the termination of Executive's employment by Company.

[Flipper_ak]

the past financing deals were paid off in Dec of 2010. What's taking place now is due to an ACT
screw up, plain and simple. ACT should have taken in money when all these warrants were exercised,
not pay out over 5000MM shares and take in nothing..."embarass" goes to ACT, not the holders..

Hey Rocky, I know it's an academic question now, but what's your take on how important the JMJ deal was to ACT's vitality/survivability back when it got done? Was it one of those--whatever-it-takes-to-keep-the-lights-on situations? Or was it more of a case where the drafters of that agreement convinced themselves that they found a way around the anti-dillution provisions in the other agreements, and sold it to the company, common-sense notwithstanding? (I have to confess, I kind of liked the JMJ deal's creativity in trying to circumvent the anti-dillution provisions in the other agreements--which probably says a lot about my lack of common sense, since more than one federal judge has rejected it, and one seemed like he probably laughed out loud at it.)

[tobflipped]

It's a non-issue, imo. Rabin and other execs protected the same way..


8. Indemnity. Company shall to the extent permitted and required by law, indemnify and hold Executive harmless from costs, expense or liability arising out of or relating to any acts or decisions made by Executive in the course of his employment to the same extent Company indemnifies and holds harmless other officers and directors of Company in accordance with Company’s established policies. This indemnity shall include, without limitation, advancing Executive attorneys fees to the fullest extent permitted by applicable law. Company agrees to continuously maintain Directors and Officers Liability Insurance with limits of coverage the same as currently in effect, unless a change is mutually agreed upon by Executive and the Board of Directors of Company, and to include Executive within said coverage while Executive is employed by Company and for at least thirty-six (36) months after the termination of Executive's employment by Company.

Rocky, my argument with this would be Caldwell lied to investors to gain access to those 89mm shares. And I'm asking you out of curiosity, if one lies for gain and to acquire those shares, from a legal standpoint, why would those shares NOT up for debate? IMO onlyd, if Caldwell didnt lie to investors to aquire those shares, his estate would have nothing. Am I wrong?

[Paragon]

Rocky,
I don't post much but have gone up and down with the ship on this stock. I strongly feel Rabin et al should take a reasonable offer as it is obvious that 'the cat is out of the bag' in many ways, least of which involves other stem companies doing everything in their power to use everything BUT embryonic stem sells for retinal work... I have a specific question on CAMOFI. If they get a bleeding heart judge to grant them the 22.265 MILLION in losses they are claiming, then -if we settle in shares, and at the current pps of 0.09 ish- that would mean 247 MILLION shares gone. Is this correct in worst case (i.e. usual lately) sequence of events? Also, if the remaining 1-2 suits are still on the table (AND DAMAGES) are we possibly talking about burning thru close to 750 MILLION of the dilution shares we just approved???
Please say it is not so.
Thank you and appreciate the hours you must spend helping the multitudes on this forum.

[wanderer]

Good Morning Rocky.

I just recieved the official proxy from schwabb. Not a single word about uplisting, which i guess we knew was going to be the case.

From Proxy Materials:

Reasons for the Reverse Stock Split
The Company’s Common Stock is quoted on the Over-the-Counter Bulletin Board under the symbol “ACTC.OB”. The shares of
Common Stock of the Company have traded at very low prices for some time. As of March 2, 2012, the last reported closing price of the
Company’s Common Stock was $0.1015. The reverse stock split is intended to increase the per share stock price. We believe that if we are
successful in maintaining a higher stock price, the stock will generate greater interest among professional investors and institutions. If we are
successful in generating interest among such entities, we anticipate that our Common Stock would have greater liquidity and a stronger
investor base.
In evaluating the reverse stock split, the Company's Board of Directors also took into consideration negative factors associated with
reverse stock splits. These factors include the negative perception of reverse stock splits held by many investors, analysts and other stock
market participants, as well as the fact that the stock price of some companies that have effected reverse stock splits has subsequently declined
back to pre-reverse stock split levels. The Board, however, determined that these negative factors were outweighed by the potential benefits.


Will you still be voting NO? Thank you for your astute vigilance.

[rocky301]

Hey Rocky, I know it's an academic question now, but what's your take on how important the JMJ deal was to ACT's vitality/survivability back when it got done? Was it one of those--whatever-it-takes-to-keep-the-lights-on situations? Or was it more of a case where the drafters of that agreement convinced themselves that they found a way around the anti-dillution provisions in the other agreements, and sold it to the company, common-sense notwithstanding? (I have to confess, I kind of liked the JMJ deal's creativity in trying to circumvent the anti-dillution provisions in the other agreements--which probably says a lot about my lack of common sense, since more than one federal judge has rejected it, and one seemed like he probably laughed out loud at it.)

Flipper,

Hey Rocky, I know it's an academic question now, but what's your take on how important the JMJ deal was to ACT's vitality/survivability back when it got done? Was it one of those--whatever-it-takes-to-keep-the-lights-on situations?

No, other financing was in place. In November of 2009 we signed up Optimus with the Pref. B shares for $10MM. JMJ was
around prior but a lot of "amending" had taken place with their notes. It's very hard to follow, at least for me.
In 2010 JMJ received about 212MM shares for approx $11MM in notes. This link shows some of the notes
and the make whole agreement signed in march of 2010...thanks
EDGAR Filing Documents for 0001013762-10-001063

[rocky301]

It's a non-issue, imo. Rabin and other execs protected the same way..


8. Indemnity. Company shall to the extent permitted and required by law, indemnify and hold Executive harmless from costs, expense or liability arising out of or relating to any acts or decisions made by Executive in the course of his employment to the same extent Company indemnifies and holds harmless other officers and directors of Company in accordance with Company’s established policies. This indemnity shall include, without limitation, advancing Executive attorneys fees to the fullest extent permitted by applicable law. Company agrees to continuously maintain Directors and Officers Liability Insurance with limits of coverage the same as currently in effect, unless a change is mutually agreed upon by Executive and the Board of Directors of Company, and to include Executive within said coverage while Executive is employed by Company and for at least thirty-six (36) months after the termination of Executive's employment by Company.

Rocky, my argument with this would be Caldwell lied to investors to gain access to those 89mm shares. And I'm asking you out of curiosity, if one lies for gain and to acquire those shares, from a legal standpoint, why would those shares NOT up for debate? IMO onlyd, if Caldwell didnt lie to investors to aquire those shares, his estate would have nothing. Am I wrong?

tobflipped,

not sure I understand how he lied? Those shares you speak of were "gifted" to him for a job well done
and stated he and Lanza(30MM) received those shares as they considered themselves "founders" of the Company..
The compensation committee (Rabin included) authorized those shares...I found the amount of shares given out
shameful but they have the authority to do so, and did...thanks

[rocky301]

Rocky,
I don't post much but have gone up and down with the ship on this stock. I strongly feel Rabin et al should take a reasonable offer as it is obvious that 'the cat is out of the bag' in many ways, least of which involves other stem companies doing everything in their power to use everything BUT embryonic stem sells for retinal work... I have a specific question on CAMOFI. If they get a bleeding heart judge to grant them the 22.265 MILLION in losses they are claiming, then -if we settle in shares, and at the current pps of 0.09 ish- that would mean 247 MILLION shares gone. Is this correct in worst case (i.e. usual lately) sequence of events? Also, if the remaining 1-2 suits are still on the table (AND DAMAGES) are we possibly talking about burning thru close to 750 MILLION of the dilution shares we just approved???
Please say it is not so.
Thank you and appreciate the hours you must spend helping the multitudes on this forum.

Paragon,

No settlement shares are based on our current pps. Camofi has stated the $22MM in damages equals approx
130MM shares. That may change if they are allowed to amend complaint...thanks

[Flipper_ak]

Flipper,



No, other financing was in place. In November of 2009 we signed up Optimus with the Pref. B shares for $10MM. JMJ was
around prior but a lot of "amending" had taken place with their notes. It's very hard to follow, at least for me.
In 2010 JMJ received about 212MM shares for approx $11MM in notes. This link shows some of the notes
and the make whole agreement signed in march of 2010...thanks
EDGAR Filing Documents for 0001013762-10-001063

Thanks Rocky. (I'm continually amazed by your database and ability to access it so quickly. You are kind of a human Google, at least with respect to ACT. Hope it's not becoming too burdensome.) Do we know who comprises or comprised JMJ? (Feel free to tell me to do my own research!) Thanks again,

Flipper_ak

[rocky301]

Thanks Rocky. (I'm continually amazed by your database and ability to access it so quickly. You are kind of a human Google, at least with respect to ACT. Hope it's not becoming too burdensome.) Do we know who comprises or comprised JMJ? (Feel free to tell me to do my own research!) Thanks again,

Flipper_ak

flipper,

JMJ is a private company, PIPE financing and other things. Justin Keener signed all ACT
documents and may be the only individual involved in JMJ, really not sure...thanks

Listed as
Founder & Principal
JMJ Financial
The PIPEs Conference 2011 - November 1-2 , New York Marriott Downtown - A DealFlow Media Event

[tradeup]

flipper,

JMJ is a private company, PIPE financing and other things. Justin Keener signed all ACT
documents and may be the only individual involved in JMJ, really not sure...thanks

Listed as
Founder & Principal
JMJ Financial
The PIPEs Conference 2011 - November 1-2 , New York Marriott Downtown - A DealFlow Media Event

it's a hedge fund run by both Justin Keener (principal) and Jim Abbott (partner).

[Flipper_ak]

Thx TU. Any idea who they are, relative to Caldwell or other ACT principles, from back in the day?

[tradeup]

Thx TU. Any idea who they are, relative to Caldwell or other ACT principles, from back in the day?

No clue. Fishing buddies?

[rocky301]

With volume and pps action this week several have asked if I would check the OS#
with TA, so I have....

As of close today, no change from last Friday's number 2,039,174,522

[jckrdu]

With volume and pps action this week several have asked if I would check the OS#
with TA, so I have....

As of close today, no change from last Friday's number 2,039,174,522

ACTC hasn't diluted for 4 consecutive trading days??? Wow... the pps should rally on that news.

[rocky301]

ACTC hasn't diluted for 4 consecutive trading days??? Wow... the pps should rally on that news.

I hear ya, rally I am not sure of..

Actually only 10MM shares added in last 5 weeks...

[the churchmaus]

dumpers still have plenty previously issued shares and are filtering them in every day.i guess volume without dumpers would be about 3 to 4 mill shares

[jckrdu]

dumpers still have plenty previously issued shares and are filtering them in every day.i guess volume without dumpers would be about 3 to 4 mill shares

Agree. I've been tracking the share volume since 1/31 where approximately 321 million shares have been issued from 1/31 to today. I usually take 30%-40% of the total share volume and attribute it towards the holders selling. Since 1/31, my guestimate is that 251MM shares of the 321MM issued have been sold.

My guess is that they won't sell all their shares, so selling pressure should decrease as we move forward from here.

Still have CAMOFI and some others to worry about, but they may not put any near-term pressure on the pps because it appears like they'll take a little longer to resolve. Still probably keeping some buyers away...