This is a registration of OLD shares that were issued previously, in a private offering, I believe.
Time to put on your reading glasses:
A few excerpts:
USE OF PROCEEDS
We will receive no proceeds from the sale of shares of Common Stock offered by the selling stockholders. However, we will generate proceeds from the cash exercise of the warrants by the selling stockholders, if any. We intend to use those proceeds for general corporate purposes.
. . . .
Selling Security Holders Relating to this Registration Statement on Form S-1
Name of Selling Shareholder
Beneficial Ownership Before the Offering (1)
Percentage of Ownership Before the Offering
Shares of Common Stock Included in Prospectus
Beneficial Ownership After the Offering
Percentage of Ownership After Completion of Offering (2)
Socius CG II, Ltd.
* Less than 1%.
(1) The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the selling security holders have sole or shared voting power or investment power and also any shares, which the selling security holders have the right to acquire within 60 days. As of February 8, 2011, the Company had 1,449,161,997 shares of common stock issued and outstanding.
(2) Assumes the sale by Socius of all shares included in this prospectus, including all shares issuable upon exercise of warrants.
. . . .
Common Stock to be outstanding after the offering
1,682,135,276 assuming the full exercise of the warrants and full conversion of the notes the underlying shares of which are included in this prospectus.
The company can pay that down upon a satisfactory future fundraising, so while issuance of those shares is now registered, in my opinion, it is definitely not guaranteed. The company has indicated a desire to keep dilution down. So we will see what happens. But that's how I view it.
This is part of the plan that was already announced:
"The Company intends to file a Registration Statement covering the
resale of the common stock issuable upon the exercise of the warrants
and Additional Investment Right in connection with the offering.
Additional details regarding the financing are included in a Current
Report on Form 8-K filed on December 30, 2010 by the Company with the
Securities and Exchange Commission"
Is the big news out of this that Socius and ACTC completed the $25 million transaction so now ACTC has needed funds for trials and Socius can start selling shares if they choose. I wonder if a big player wants to make a purchase so Socius wanted to convert the C warrants so they could sell shares.
Any insight would be appreciated.
There was no way those remaining shares weren't going to be issued in my opinion so this is no big deal for me. As a matter of fact, based in the 12/30/10 8K, I was under the impression that they had already been issued. Fact of the matter is we are out of shares.
Can anyone shed some light or correct me if I am wrong?
We have outstanding, as of September 30, 2010, $4,557,959 aggregate original
principal amount of debt. We are required to repay on a monthly basis, by
payment, at our option, with cash or with shares of our common stock.
bio i just read the last two posts and am just looking for basic clarity here. is the concern socious in general and the deal cut with actc and how that may result in some sort of buyout or attempt to take the company over? so you are saying there is some sort of attempt maybe to keep the price down for socius or someone else to get cheap shares. i hope this question makes sense. maybe you can try and explain simpler for me if you have the time . if not thanks anyways
No. I'm not worried about Socius. Just all the postings about there being a buyout for 300 million. That's just way too little. Not sure what will happen and if there is other news.
The registration was a requirement of the deal with Socius, and these shares are issued if all of the warrants are issued. Remember that the company has some options with regard to the financing later, and can buy back the debt, at a premium, I recall. I don't know what that will mean as to dilution, because honestly, I don't have the time right now to focus on the particulars. However, it's not all bad. I simply posted some of the pertinent, distilled details here. The other posting was in response to the postings by some who were suggesting an imminent, very low (in my opinion) buyout.
A few months ago, perhaps around December or so, I recall people coming to the board, suggesting that you needed to put in a conditional sale order around .30, and then they would buy your shares. I just want people to realize that sometimes, people look for ways to get shares cheap, without making a formal offer to buy the company - possibly so that they can get a critical mass of shares in order to buy a company out for cheap. I would not want to see a cheap buyout. I think many of us have been here, through thick and thin, for some time, and the return should be worth that wait. That's just my opinion, and others should do what they think is right. That's just my personal opinion about what kind of pricing I would need to see, and what I would want to see for a buyout (a formal tender offer first). A buyout would suck though, in my opinion. I want to take this thing to the next level.
all the sobs bring this dilution crap out the day before good news to manipulate the stock...better pay attention to ihub getting sued for $400 mln...on feb 12th.....evil you and those like you will certainly burn in hell for deceiving people.....congrats...imho