Item 3.02. Unregistered Sales of Equity Securities.

On January 22, 2013, the Supreme Court of New York, New York County approved the issuance of the shares of Advanced Cell Technology, Inc.'s common stock that we agreed to issue to CAMOFI Master LDC ("CAMOFI") and CAMHZN Master LDC ("CAMHZN") pursuant to the Settlement Agreement and Mutual Release that we entered into on January 11, 2013 (the "Settlement Agreement"). Accordingly, on January 23, 2013, we issued an aggregate of 80,357,143 shares to CAMOFI and CAMHZN as required by the Settlement Agreement and in reliance upon the exemption from registration under Section 3(a)(10) of the Securities Act of 1933, as amended. The Settlement Agreement is described in the current report on Form 8-K that we filed with the Securities and Exchange Commission on January 17, 2013 (as amended on January 18, 2013), which is incorporated herein by reference.