Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 8.01 in this current report on Form 8-K is incorporated by reference into this Item 3.02. The Shares (as defined below) that Advanced Cell Technology, Inc. (the "Company") has agreed to issue to Alpha Capital Anstalt ("Alpha Capital") will be issued in reliance upon the exemption from registration set forth in Section 3(a)(10) of the Securities Act of 1933, as amended.

Item 8.01. Other Events.

On September 11, 2012, the Company entered into a settlement agreement (the "Settlement Agreement") with Alpha Capital. The Settlement Agreement relates to the lawsuit between the parties in the United States District Court for the Southern District of New York, Case No. 11 CIV 6458 (PAC) regarding certain common stock purchase warrant(s), as amended, and convertible promissory notes issued by the Company to Alpha Capital.

Pursuant to the Settlement Agreement, and subject to Court approval, the Company agreed, in exchange for dismissal of the pending lawsuit with prejudice and a mutual release of all claims, to issue to Alpha Capital 34,285,714 shares of the Company's common stock (the "Shares") and pay $500,000 to Alpha Capital (the "Cash Consideration").

Pursuant to the Settlement Agreement, the Company and Alpha Capital filed a joint application for a hearing to determine the fairness of the transactions contemplated by the Settlement Agreement. On September 13, 2012, the Court approved the Settlement Agreement, the issuance of the Shares and the Cash Consideration. Upon the issuance of the Shares and payment of the Cash Consideration, the releases will become effective and the action will be dismissed with prejudice.