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ACTC > SEC Filings for ACTC > Form 8-K on 1-May-2013All Recent SEC Filings

Show all filings for ADVANCED CELL TECHNOLOGY, INC. | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement, Unregistered Sale of E

Item 1.01. Entry into a Material Definitive Agreement.

On April 25, 2013, Advanced Cell Technology, Inc. entered into a share exchange agreement with Volation Capital Partners, LLC ("Volation") pursuant to which we accepted for cancellation 113 shares of our Series A-1 Convertible Preferred Stock held by Volation in exchange for issuing 27,522,833 shares of our common stock to Volation. As of April 25, 2013, the Series A-1 Convertible Preferred Stock is redeemable on demand by Volation for $1,651,370 in accordance with the terms of the Series A-1 Convertible Preferred Stock. Volation agreed to exchange its Series A-1 Convertible Preferred Stock for common stock in lieu of demanding the redemption of the preferred stock. The exchange of the preferred shares for common stock results in reducing the debt reflected on our balance sheet by $1,651,370 and increasing equity by the same amount.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. The shares of common stock that we agreed to issue to Volation will be issued in reliance upon the exemption provided in Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. The shares of common stock were not issued in connection with a public offering, and no public solicitation or advertisement was made or relied upon by Volation.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.   Description
   10.1       Share Exchange Agreement between Advanced Cell Technology, Inc. and
              Volation Capital Partners, LLC

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