Item 3.02. Unregistered Sales of Equity Securities

On December 15, 2011, the United States District Court for the Southern District of New York entered an order granting plaintiff Cranshire Capital Master Fund, Ltd.'s ("Cranshire") motion for a preliminary injunction in the lawsuit entitled Cranshire Capital Master Fund, Ltd. v. Advanced Cell Technology, Inc., Case No. 11 CIV 8755 (S.D.N.Y. filed December 1, 2011). Cranshire claims in its lawsuit that the exercise price of warrants that we issued to Cranshire between 2005 and 2010 should have been adjusted as a result of certain transactions between our company and JMJ Financial, Inc. during 2010. The court's December 15, 2011 order directed us to deliver 10,730,265 shares of our common stock to Cranshire. The court's determination of the number of shares was based on a conversion price of $0.0392 per share. We issued the 10,730,265 shares to Cranshire on December 16, 2011.

We have previously disclosed lawsuits filed against us with substantially similar claims to the Cranshire lawsuit and our settlements with similarly situated holders of convertible promissory notes and warrants in our current reports on Form 8-K that we filed with the Securities and Exchange Commission on August 17, 2011, September 22, 2011, October 14, 2011 and December 12, 2011.

The shares that we issued to Cranshire were issued in reliance upon the exemption from registration set forth in Section 3(a)(9) of the Securities Act of 1933, as amended, as well as Section 4(2) of the Securities Act.

Item 8.01. Other Events.

The information set forth above under Item 3.02 is incorporated herein by reference.

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