Today, Advanced Cell Technology, Inc. (ACTC) announced that its Chairman/CEO, William M. Caldwell, will address shareholder questions and concerns in a webcast that will be made available after 9 a.m. (EST) on Tuesday, September 8th.

The real story here, however, is how (and why) Advanced Cell decided to have this webcast in the first place.

It is not coincidental that a petition signed by 255 individual investors calling for a conference call was submitted to ACTC management just prior to this announcement.

The petition, authored by Valencia Mandolina, was a grassroots effort made by shareholders across the globe after the Company announced plans to hold a shareholder vote in order to raise the amount of authorized/issuable shares of common stock.

Prior to this, Advanced Cell was delisted from the OTC:BB and began trading on the Pink Sheets after failing to submit important filings on time. As a result, shareholder sentiment began to sour and Advanced Cell Technology's transparency came into question.

More recently, however, the company has become current in all of its filings and is expected to relist on the OTC Bulletin Board any day now. That, combined with the announcement of this webcast, indicates that management is moving in the right direction when it comes to investor relations. Although they are busy trying to raise capital and prepare for historical clinical trials using stem cells, management is proving themselves capable of running a business as well as a laboratory. 

This news shows how characteristics displayed by both ACT management and shareholders recently - faith, dedication, and leadership - are vital to success.

More important than management's response to the petition is the story we can learn from the person who authored it and sent it in.

Valencia Mandolina, a college student with a passion for stem cells and a stake in Advanced Cell Technology, was labeled an idealist and told by several posters from investment message boards that her efforts to solicit a response from ACT management were in vain, and that she should probably just give up and devote her time to something else. These comments weren't always made in such simple and nice terms, either.

Obviously, she didn't listen to advice from the naysayers and garnered more and more support for her "useless" petition that is now responsible for the webcast.

The pre-recorded webcast will be available at www.ceocast.com and will attempt to answer as many questions as possible that are submitted by the close of business on September 3rd.

To submit a question, simply send an e-mail to dschustack@ceocast.com before the deadline.

Then, take a moment to realize how reassuring it is to be invested with a transparent stem-cell startup and how fortunate you are to have such active shareholders on your side.

As a fledgling company in a revolutionary field of science, Advanced Cell Technology will inevitably face obstacles, but on September 8th they will be addressed, and you as an investor will be able to decide for yourself if you can stomach the journey ahead or if you should stick to something a little less speculative for your portfolio.

An online petition is being circulated by shareholders of Advanced Cell Technology, Inc. (ACTC.PK) that calls for greater transparency regarding the company’s plans to authorize and issue more shares as detailed in the PRE 14A filed with the SEC.

Investors say “it is an attempt to address the question of how can a group of message board posters have their voices heard.”

Click here to sign the petition requesting that Advanced Cell Technology management hold a conference call with shareholders to discuss the issue of dilution in a professional manner.

If management is wise, they will realize that honoring this small request can go a long way in restoring investor confidence.

Only time will tell if the camaraderie among shareholders will result in healthier investor relations or if their attempts will fail miserably, ultimately destroying the perception of being invested with a transparent stem-cell start-up.

This table was created from data found in the National Securities Clearing Corporation's ("NSCC") Continuous Net Settlement (CNS) system, which can be found at the SEC’s Fails-to-Deliver Data site.

“Starting July 2009, each month is contained in two files. The first half of a given month is available at the end of the month. The second half of a given month is available at about the 15th of the next month.”

 

First Half of July Fails-to-Deliver Data for Advanced Cell Technology

Date	Fails-to-Deliver(Quantity)*	Price**
7/1/09	45,823	.25
7/2/09	2,419	.23
7/6/09	4,544	.24
7/7/09	50,000	.24
7/8/09	79,098	.18
7/9/09	200,862	.15
7/10/09	91,858	.17
7/13/09	80,000	.16
7/14/09	218,144	.17

 

*Fails to deliver on a given day are a cumulative number of all fails outstanding until that day, plus new fails that occur that day, less fails that settle that day. The figure is not a daily amount of fails, but a combined figure that includes both new fails on the reporting day as well as existing fails. In other words, these numbers reflect aggregate fails as of a specific point in time, and may have little or no relationship to yesterday's aggregate fails. Thus, it is important to note that the age of fails cannot be determined by looking at these numbers. In addition, the underlying source(s) of the fails-to-deliver shares is not necessarily the same as the underlying source(s) of the fails-to-deliver shares reported the day prior or the day after.

**The price field includes the closing price of the security on the previous day.

_______________________________________________________

Next: Second Quarter Fails-to-Deliver Data for Advanced Cell Technology

Shareholders of Advanced Cell Technology, Inc. (ACTC.PK) will be eligible to vote on whether or not to increase the amount of authorized shares of common stock in the Company by 1,250,000,00 and the number common shares issuable by 100,000,000.

For more information regarding this vote, read Advanced Cell Technology PRE 14A Quick Facts

 

Will you vote For or Against an increase in authorized/issued shares of ACTC stock?

Comments:

“I vote that i'm out. Lanza is losing His Luster publicly and ACTC Management has produced nothing in almost a year but they still keep running out of money. I'll keep this on my watch list. This is going to take a while. IMO” – spankee20032003, Yahoo MB

“I will wait to see what actc does remember this is preliminary and possibly one to two months away alot could happen in that time.example lets say they file ind they might need additional shaes to avoid a takeover remember their r.p.e. program could be hugh 28 billion market .But i want them to get off pinks officially and file ind for rpe.However if i was asked to vote today i would say no prove to shareholders you mean business.I really believe some kind of good news is to happen in next two weeks becuase i thought there would be panic selling it really didn't happen some people are still buying something is up.” – jonnyspeed419, Yahoo MB

“tyler, we don't know what we are voting for right now, in my opinion. Kind of like asking someone to vote blind at this point I think.” – dyooperya, Yahoo MB

“Why should I vote to dilute or increase the number of shares. Management should give more guidance before before diluting. “ – michaelwoodbury2002, Yahoo MB

“My view. Most people here don't have anything to offer in terms of taking this company to the next level. If they did, they'd be speaking directly to management about a strategic investment.

Therefore, what value does this conversation hold to advancing the company's future. It perpetuates a myth that a board like this is skilled and active and capable enough to actually help and assist the company. But, the facts rather suggest that you have a bunch of ordinary joes and mary's sitting at their computers with a beer, probably in their underwear, with absolutely nothing to offer to get this company to the next level. Our opportunity is purely derivative of the efforts of people like Lanza and other officers and board members who are far more capable and believable than anyone on this board.

So, encouraging the organization of this kind of population to vote against or for anything is purely, in my mind, like organizing barbarians to move against Rome. It's destructive and highly unhelpful. “ – biosectinvestor, Yahoo MB

“bio, the problem here is that different board members have different and often conflicting interests. Some are here to see the company prosper in the long run while others are mainly focused on the immediate stock price. Some are interested in advancing the science for the sake of humanity and their own futures while others are mainly focused on bringing products to the market as fast as possible to witness the increase the stock price. Some people are willing to stick it out with the company through hard times in hopes of having the privelage of being there when the company finally captures the world's demand while others will sell if the company has troubles and buy when the company is doing well.” – igetrichquick, Yahoo MB

“If vote gets approved it will hugely dilute ACTC share price! Could even go to .08cts or lower!” – rtchoice88, Yahoo MB

“I expect to support management at this time. I don't believe voting "NON!" is a reasonable or responsible thing to do.” – biosectinvestor, Yahoo MB

“Vote no ,
Never go for the first offer , don't worry ,they will quickly go back to the drawing board and write up a new lower offer . That will please both sides . Also grants are close, and they will not go bankrupt if the share increase is delayed a few more weeks.” – paulnessss, Yahoo MB

This is the fails-to-deliver data for Advanced Cell Technology, Inc. (ACTC) for the Second Quarter of 2009 as recorded in the National Securities Clearing Corporation's ("NSCC") Continuous Net Settlement (CNS) system.

For data recorded in the First Quarter of 2009 and/or to learn more about what this information means, visit the SEC’s Fails-to-Deliver Data page by clicking here.

Whenever a trade is made, both parties in the transaction will have to transfer the cash and assets before the settlement date. Subsequently, if the transaction is not settled, one side of the transaction has failed to deliver.

Failure to deliver also can occur if there is a technical problem in the settlement process carried out by the respective clearing house.

Failure to deliver is also important when discussing naked short selling. When naked short selling occurs an individual agrees to sell a stock that they neither own nor have borrowed. Subsequently, the failure to deliver creates what are called "phantom shares" in the market which may dilute the price of the underlying stock.. Naked shorting is illegal because it allows manipulators a chance to force stock prices down without regard for normal stock supply/demand patterns.

Regulation SHO requires lists to be published that track stocks with unusually high trends in "fail to deliver" shares.

SEC Regulation SHO, under the Securities Exchange Act of 1934, mandates that, if a clearing agent has had a fail-to-deliver position for 13 consecutive settlement days, that clearing agent, and the broker/dealer it clears for, must purchase securities to close out its fail to deliver position. (Buyins.net)

However, since Advanced Cell Technology is listed on the Pink Sheets, it is exempt from being listed on the naked short list and is not required to cover

Securities of issuers that are not registered or required to file reports with the Commission, which includes the majority of issuers on the Pink Sheets, are not considered “threshold securities” and not held accountable for any fail to deliver positions.

Advanced Cell Technology has been on the naked short list before and has even been spotted in a naked short selling video titled “Phantom Shares.” (Advanced Cell Technology spotted in naked short selling video)

Failure to deliver is not an automatic verdict for naked short selling, since other technical problems can contribute to it.

This post is merely a resource for individual investors to review the data and come to their own conclusions about what they find. I am just sharing my own personal due diligence and not making a public accusation of any kind.

See Also:  First Quarter Fails-to-Deliver Data for Advanced Cell Technology

 

Second Quarter Fails-to-Deliver Data for Advanced Cell Technology

Date	Quantity (Fails)*	Price**
4/1/09	25,718	.11
4/2/09	165,238	.11
4/3/09	256,534	.11
4/6/09	195,694	.11
4/7/09	115,039	.11
4/8/09	186,533	.10
4/9/09	198,231	.10
4/13/09	84,140	.10
4/14/09	23,303	.10
4/15/09	81,210	.10
4/16/09	49,250	.10
4/17/09	119,388	.10
4/20/09	419,247	.10
4/21/09	33,086	.10
4/27/09	18,000	.10
4/28/09	36,684	.10
4/29/09	109,023	.10
4/30/09	98,948	.10
5/1/09	93,203	.10
5/5/09	83,876	.10
5/6/09	76,962	.10
5/8/09	88,822	.10
5/11/09	55,125	.10
5/13/09	42,628	.15
5/18/09	84,875	.14
5/19/09	58,474	.14
5/20/09	27,008	.13
5/26/09	100,203	.13
5/27/09	65,801	.13
5/28/09	67,053	.13
6/1/09	66,757	.15
6/3/09	142,798	.16
6/5/09	228,036	.16
6/9/09	30,849	.15
6/12/09	17,271	.15
6/15/09	91,003	.17
6/17/09	65,932	.17
6/18/09	190,205	.17
6/19/09	22,352	.20
6/23/09	30,803	.27
6/24/09	29,423	.23
6/26/09	18,631	.25
6/29/09	32,402	.25
6/30/09	40,351	.25

 

*Fails to deliver on a given day are a cumulative number of all fails outstanding until that day, plus new fails that occur that day, less fails that settle that day. The figure is not a daily amount of fails, but a combined figure that includes both new fails on the reporting day as well as existing fails. In other words, these numbers reflect aggregate fails as of a specific point in time, and may have little or no relationship to yesterday's aggregate fails. Thus, it is important to note that the age of fails cannot be determined by looking at these numbers. In addition, the underlying source(s) of the fails-to-deliver shares is not necessarily the same as the underlying source(s) of the fails-to-deliver shares reported the day prior or the day after.

**The price field includes the closing price of the security on the previous day.

________________________________________________________________________

If you have any questions at all regarding this post, feel free to leave a comment or e-mail me at StemCellTracker@gmail.com and I’ll be more than happy to answer them for you.

 

Advanced Cell Technology filed a Preliminary Proxy Statement with the SEC and will file an actual Proxy Statement if it is approved to hold a shareholder meeting to vote on whether or not to increase the amount of authorized shares of common stock in the Company by 1,250,000,00 and the number common shares issuable by 100,000,000.

The full document can be found here: PRE 14A

It is recommended that you read the whole document if you are invested with Advanced Cell Technology, Inc. (ACTC)

Here are some quick facts pulled from the document that may interest shareholders:

• The purpose of this increase is to continue to be able to attract, retain and motivate executive officers and other employees and certain consultants.

 

• Approval of the amendment to the 2005 Stock Plan will permit the Company to continue to use stock-based compensation to align stockholder and employee interests and to motivate employees and others providing services to the Company or any subsidiary.

 

• Stockholders should recognize that, as a result of this proposal, they will own a smaller percentage of shares relative to the total authorized shares of the Company, than they presently own, and will be diluted as a result of any issuances contemplated by the Company in the future.

 

• There are currently no plans, arrangements, commitments or understandings for the issuance of the additional shares of Common Stock which are proposed to be authorized  .

 

• Officers, employees and directors of, and consultants and advisors to the Company, and any parent corporation, subsidiary or affiliated entity are eligible to receive awards under the 2005 Stock Plan at the discretion of the Board of Directors or its designated committee.

 

• Approximately 33 employees, directors and consultants are eligible to receive awards under the 2005 Stock Plan as of July 15, 2009.

 

• Future awards under the 2005 Stock Plan to our non-employee directors, executive officers and employees are made at the discretion of the Compensation Committee.

 

• At this time,  the benefits that may be received by our executive officers and other employees if our stockholders approve the proposed amendment to the 2005 Stock Plan cannot be determined, and we have not included a table reflecting such benefits and awards.

(Read about the September 2005, September 2006, August 2007, March 2008 Private Placements and the June 2009 Consent, Waiver, Amendment and Exchange Agreement).

• The Company agreed to hold a stockholders’ meeting to seek approval of and amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock by 1,250,000,000 shares  (the “Authorized Share Approval”).

 

•  If the Company does not receive the Authorized Share Approval by September 18, 2009, the Company shall pay to the Purchasers, monthly commencing on September 27, 2009, until the Authorized Share Approval is received, liquidated damages equal to 5% of the purchase price of the Debentures.

 

• The Amended and Restated Debentures will begin to amortize on September 1, 2009 at a rate of 6% of the outstanding principal amount per month, valued at the lesser of the then conversion price and 90% of the average volume weighted average price for the ten prior trading days.

 

• Each Purchaser agreed not to convert more than 20% of such Purchaser’s outstanding principal amount of Amended and Restated Debenture in any month during the period from September 1, 2009 through September 31, 2010, provided, however, that this limitation will terminate if (i) the volume weighted average price of the Company’s common stock for each of 5 consecutive trading days is greater than $0.15 per share, or (ii) (a) the volume weighted average price for any one trading day is greater than $0.20 per share and (b) the trading volume on such day exceeds 10,000,000 shares.

 

• The number of shares of Common Stock issuable for conversion of the Amended and Restated Debentures: 171,759,306 ($17,175,931 @ a conversion price of .10)

 

• The number of shares of underlying Common stock issuable for the Amended and Restated Warrants: 205,251,285 (@ an exercise price of .10)

 

• Holders of the Company's common stock are entitled to receive notice of and to vote their shares at the Meeting (as of yet a certain date not yet specified).

 

• As of July 15, 2009, there were 499,905,641 shares of Common Stock outstanding.

 

• Each share of Common Stock is entitled to one vote on each matter properly brought before the Meeting.

 

• Stockholders of record may submit a proxy by telephone, via the Internet or by mail or vote by attending the special meeting and voting in person.

 

• At least a majority of the outstanding shares eligible to vote must be represented at the Meeting, either by proxy or in person (known as a Quorum).

 

• If there are not sufficient votes to approve this proposal at the time of the meeting, the meeting may be adjourned in order to permit further solicitation of proxies by the Board of Directors.

Further information found in the PRE 14A:

• Dr. Lanza's agreement provides for severance in the amount of twelve months' salary following termination of employment (1) as a result of disability, (2) without cause, (3) by Dr. Lanza following a material change in duties or a material breach by us, or (4) as a result of a change of control.

 

• Dr. Lanza's agreement contains non-solicitation, confidentiality and non-competition covenants, and a requirement that Dr. Lanza assign all invention and intellectual property rights to us. The term of the agreement expires February 1, 2009, which may be renewed by the parties in writing.

 

• Non-executive members of the Company's Board of Directors receive (1) an initial grant of 100,000 shares of common stock, (2) an annual grant of 100,000 shares of common stock (this number has been increased to 200,000 for 2008), (3) an annual retainer of $40,000 (payable quarterly) and (4) a cash payment for attendance at each board meeting in the amount of $1,500 for in-person meetings and $1,000 for telephonic meetings.

 

• In June 2009, the Board approved, upon the recommendation of the Compensation Committee and subject to shareholder approval, an amendment to the 2005 Stock Plan to increase the total number of shares of the Company's Common Stock available for issuance thereunder by 100,000,000 shares, to a total of 145,837,250 shares.

 

• The Company currently has authorized 500,000,000 shares of Common Stock and 50,000,000 shares of preferred stock, par value $0.001 (“Preferred Stock”), of which 499,905,641 shares of Common Stock and 0 shares of Preferred Stock are outstanding as of July 15, 2009.

 

• As of July 15, 2009, 33,472,831 shares of Common Stock remained available for issuance under the 2005 Stock Plan.

 

Executive Compensation 2007-2008

Name	Year	Total
William M. Caldwell, CEO	2008	350,995
	2007	500,750
Robert P. Lanza, Chief Scientific Officer	2008	493,873
	2007	422,198
Jonathan F. Atzen, Sr. Vice President	2008	176,345
(Atzen resigned as of 3/7/08)	2007	417,288

 

 

Cord Blood America, Inc. (OTCBB: CBAI) has been removed from the NASDAQ, AMEX, and NYSE naked short threshold list.

The SEC’s Fails-to-Deliver Data for the first quarter of 2009 shows that 22,594,710 shares of CBAI failed to be delivered as of March 31, 2009.

Failures to deliver may result from either a short or a long sale. There may be legitimate reasons for a failure to deliver. For example, human or mechanical errors or processing delays can result from transferring securities in physical certificate rather than book-entry form, thus causing a failure to deliver on a long sale within the normal three-day settlement period.

A fail may also result from naked short selling. For example, market makers who sell short thinly traded, illiquid stock in response to customer demand may encounter difficulty in obtaining securities when the time for delivery arrives.

With 6,945,000,000 shares of common stock authorized as of March 23, 2009, a major price spike in shares is not likely unless demand can keep up with such an abundant supply.