Advanced Cell Technology, Inc. (“ACT”; OTCBB: ACTC or the “Company”), a leader in the field of regenerative medicine, today announced that it has reached a settlement agreement with CAMOFI and CAMZHN Master LDC (collectively, the “Investors”) resolving a lawsuit filed against ACT in the Supreme Court of New York relating to the conversion price of certain notes and the exercise price of certain warrants. The Investors claimed that the conversion price for the debentures and warrants they held should have been adjusted as a result of a transaction entered into between the Company’s previous management and an investor in 2010. At the time, the Investors had not converted most of their debentures or warrants. The Investors were the final parties to settle the litigation, which had previously been disclosed in multiple ACT 8-K filings.
Under the terms of the settlement, ACT will pay $12.5 million to the Investors, plus legal expenses, comprised of $2 million in cash, $4.5 million in restricted common stock and $6 million through the issuance of an 8% amortizing redeemable convertible debenture that matures June, 2015. The Company and Investors have agreed to enter into a registration rights agreement, which will require the Company to register the shares of common stock into which the debentures are convertible with the Securities and Exchange Commission.
“This settlement ends the cost and uncertainty associated with this litigation and resolves all of the litigation relating to the debentures, which have represented an ongoing cost and distraction for both management and our shareholders,” said Gary Rabin, chairman and CEO of ACT. “The resolution of this litigation represents a significant step in resolving past potential liabilities and in enhancing the Company’s ability to attract a broader shareholder base.”