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Post by JHam on Jul 10, 2014 21:36:58 GMT
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Post by JHam on Jul 10, 2014 21:40:08 GMT
Oh well there is this bit from the Pre14A regarding the Shareholder meeting on Aug. 14th: 2. To authorize the Board of Directors, in its discretion, should it deem it to be appropriate and in the best interests of the Company and its stockholders, to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock by a ratio of between 1-for-10 and 1-for-20, inclusive, without further approval or authorization of the Company’s stockholders;Looks like the r/s is back on the table  |
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Post by JHam on Jul 11, 2014 10:52:37 GMT
OK, starting to look at this now. At first glance it looks as though they are making another new shelf registration for $30M, but I believe this a registration for resale, as was the plan from the beginning. That is unless they are planning on doing the same exact offering that they made a month ago (42M in common/42M in warrants). I could very well be wrong though so if anyone can correct me please do so:
The Private Placement
On June 13, 2014, we entered into a securities purchase agreement (the Securities Purchase Agreement) with a group of investors, including several healthcare-focused funds (the Investors) to effect a private placement (the Private Placement) of the Company’s common stock, $0.00005 par value per share (Common Stock), and warrants to purchase Common Stock. On June 19, 2014, upon the closing of the Private Placement, we received gross proceeds of $10.5 million, resulting from the issuance and sale of 42,000,000 shares of Common Stock (the Shares) at a price per share of $0.25, a 15% discount to the 30 day volume-weighted average price of $0.294. The Investors also received warrants to purchase up to 42,000,000 shares of Common Stock at an exercise price of $0.348 per share (the Warrants). The Warrants were exercisable immediately upon closing of the Private Placement and have a term of three (3) years.
In connection with the Private Placement, we entered into a Registration Rights Agreement (the Registration Rights Agreement) at closing pursuant to which we will file a resale registration statement for the Shares and Common Stock underlying the Warrants within 30 days of the closing date (the Filing Deadline) and have it declared effective at the earlier of (i) the 90th calendar day after the closing date and (ii) the fifth business day after the date the Company is notified by the SEC that such Registration Statement will not be reviewed or will not be subject to further review (the Effectiveness Deadline). The Registration Rights Agreement contains penalties for failure to comply with the terms of the agreement, including monthly liquidated damages in an amount equal to 1.5% of the aggregate subscription amount for failure to meet the Effectiveness Deadline, up to a maximum of 12% of the aggregate subscription amount.
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Post by actcfan on Jul 11, 2014 13:54:28 GMT
Jham, I haven't read anything but would this be the required registration within 30 days (or similar) for that June Private Placement? If you remember ACT filed an S3 within a month of the first Lincoln deal to make it official with the SEC and before they could draw. For this latest Lincoln funding I think they did it within a day or two.. can't wait even 30 days if you have no money. ir.advancedcell.com/all-sec-filings/content/0001019687-14-002645/actc_s3.htm |
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Post by JHam on Jul 11, 2014 14:08:43 GMT
actcfan,
I believe you are exactly correct!
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Post by JHam on Jul 11, 2014 15:28:43 GMT
Wow good news for BCLI investors. I just noticed on page 84 of the S-1 that Perceptive and Sphera are among the investors in the recent offering. Perceptive made a $1.3M investment, which in itself is not a whole lot, but just to have Joseph Edelman participating in an offering is a huge confidence boost to a company. He (Perceptive) are as big as they come and were even rated the 4th best medium cap hedge fund of 2013. Not bad when a billion dollar fund shows interest. Securities Beneficially Owned Prior to the Offering Securities Offered Hereby Securities Beneficially Owned After this Offering Name Common Stock Warrants Common Stock Common Stock underlying Warrants Common Stock Warrants AIGH Investment Partners LP 4,000,000 4,000,000 4,000,000 4,000,000 — — Dr. Joshua A. Hirsch 200,000 200,000 200,000 200,000 — — Perceptive Life Sciences Master Fund Ltd. 5,205,000 5,205,000 5,205,000 5,205,000 — — Titan Perc, Ltd. 795,000 795,000 795,000 795,000 — — HFR HE Sphera Global Healthcare Master Trust 252,000 252,000 252,000 252,000 — — Sphera Global Healthcare Master Fund 5,748,000 5,748,000 5,748,000 5,748,000 — — Sabby Healthcare Volatility Master Fund, Ltd. 12,000,000 12,000,000 12,000,000 12,000,000 — — Sabby Volatility Warrant Master Fund, Ltd. 10,000,000 10,000,000 10,000,000 10,000,000 — — Joann Mostovoy 1,000,000 1,000,000 1,000,000 1,000,000 — — Hewlett Fund 800,000 800,000 800,000 800,000 — — Brio Capital Master Fund Ltd. 2,000,000 2,000,000 2,000,000 2,000,000 — — www.sec.gov/Archives/edgar/data/1137883/000114420414042335/v383129_s1.htm |
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Post by JHam on Jul 11, 2014 17:27:39 GMT
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hphan
New Member
Posts: 7 
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Post by hphan on Jul 11, 2014 17:36:17 GMT
awesome, i took a small position in BCLI at the beginning of the year. looks like things are gonna get moving pretty quickly here.
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Post by JHam on Jul 11, 2014 18:07:05 GMT
awesome, i took a small position in BCLI at the beginning of the year. looks like things are gonna get moving pretty quickly here. Nice! They are really moving full steam ahead at this point. I do expect some short term volatility if/when they r/s and up-list, but those are very positive events that will help take BCLI to the next level in the long term. |
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Post by tradeup on Jul 12, 2014 16:57:43 GMT
The S-1 filing provided us an updated O/S. Common stock outstanding: 224,834,618 shares as of June 20, 2014.
Friday's close at $0.351 would translate to a current Market Cap of no less than $78.9M.
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Post by JHam on Jul 12, 2014 17:23:24 GMT
The S-1 filing provided us an updated O/S. Common stock outstanding: 224,834,618 shares as of June 20, 2014.
Friday's close at $0.351 would translate to a current Market Cap of no less than $78.9M. Thanks tradeup! That is still quite low. I think that if everything goes as planned; positive data published in a journal, r/s, up-list, Brazil trial online, new indications announced, new IND filed...all by the end of the year (as indicated by the company), that the market cap could be markedly different by this time next year. I still say we see MS pre-clinical results announced sometime in the near time as well. |
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Post by JHam on Jul 12, 2014 17:47:24 GMT
By the way, I thought this fact from ISCO's recent Parkinson's trial update was interesting. Huge market cap potential: According to the Parkinson’s Disease Foundation, an estimated seven to 10 million people worldwide live with Parkinson’s disease, with as many as one million of those in the United States alone, more than the combined total of people diagnosed with multiple sclerosis, muscular dystrophy, and Lou Gehrig’s disease. The total direct and indirect cost of Parkinson’s disease is estimated to be nearly $25 billion per year in the United States alone.Even if BCLI were to eventually only capture 10% of that *global* market we are still looking at numbers well into the numbers. Most people, even BCLI shareholders are not aware of it, but BCLI originally developed NurOwn to treat Parkinson's disease. They had very positive pre-clinical results, but realized that as a small company trying to undertake an extremely expensive trial for PD was out of the questions. So they went with the much cheaper ALS as a proof-of-concept trial. So they already know NurOwn is safe and shows efficacy in those two indications, and that it should theoretically should work the same with many other neural degenerative diseases. Actually, we already know about i working in two other indications from the PR yesterday: NurOwn is in clinical development for the treatment of amyotrophic lateral sclerosis (ALS or Lou Gehrig's disease) and has demonstrated efficacy in preclinical models of a variety of neurodegenerative diseases, including Parkinson's disease, Huntingon's disease and multiple sclerosis.I actually think they threw us a bone there because I believe it is the first time we have heard anything about it working in MS pre-clinically (perhaps even Huntington's). In case anyone is curious, here is the PR from all the way back in 2005 when BCLI released pre-clinical results in Parkinson's: www.brainstorm-cell.com/index.php/news-a-events/52-press-releases/press-releases-2005/129-october-312005Lastly, BCLI also announced recently that they launched a pre-clinical trial for Autism. I am not sure how NurOwn will work for autism as that seems like a pretty tough nut to crack. However, with autism we are talking ridiculous high costs for treatment and management of the disease. This paper from the NIH estimated total direct and indirect costs to equal around $35B a year in the USA: www.ncbi.nlm.nih.gov/pmc/articles/PMC2923687/The global market for pharmacologic treatment of autism-related symptoms is currently estimated to be $2.2 to $3.5 billion annually, with selective SRIs (SSRIs) accounting for the largest portion of the market share. Special education, medical care, and assisted living facilities currently are estimated to cost the United States $35 billion for treatment and management of patients with autism spectrum disorders. |
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