Stocks to Watch 08-03-12

WAVE, SATC, PTOS, ACTC, SMNG, AHFD

Our Stocks to Watch tomorrow include NextWave Wireless Inc. (OTC: WAVE), SatCon Technology Corp. (Nasdaq: SATC), P2 Solar Inc. (OTCBB: PTOS), Advanced Cell Technology Inc. (OTCBB: ACTC), Strategic Mining Corp. (OTCBB: SMNG) and Active Health Foods Inc. (OTCBB: AHFD).

NEXTWAVE WIRELESS INCORPORATED (NASDAQ: WAVE)
"Up 416.00% on Thursday"

Detailed Quote: http://www.otcpicks.com/quotes/WAVE.php

NextWave Wireless Inc. provides a portfolio of next-generation mobile multimedia and wireless broadband technology solutions to the world’s leading mobile handset manufacturers, consumer electronics manufacturers and wireless service providers. From device-embedded mobile multimedia software to digital home products, NextWave solutions can be found in more than 250 million devices around the globe.

WAVE News:

August 2 - NextWave Wireless Announces Merger Agreement and Note Purchase Agreements with AT&T

NextWave Wireless Inc. (OTC: WAVE) (the “Company” or “NextWave”) announced that it has entered into a definitive agreement to be acquired by AT&T. In addition, the holders of NextWave’s secured notes have entered into separate note purchase agreements with AT&T.

Merger Agreement

The AT&T merger agreement provides that AT&T will acquire all of the outstanding common shares of NextWave for $1.00 per share plus a contingent payment right representing a $25 million interest in an escrow fund, representing up to approximately $0.95 per share, such escrow fund being subject to reduction to satisfy indemnification rights held by AT&T in respect of breaches of representations and warranties, certain pre-closing liabilities, balance sheet adjustments and other items described in the Agreement.

At the time of the acquisition, NextWave will hold only its U.S. WCS and AWS spectrum assets, with the remainder of its assets and liabilities, including its Canadian WCS spectrum and its 2.5 MHz EBS/BRS spectrum assets, being held by a new holding company (“NextWave Holdco”). NextWave will transfer the equity interest in NextWave Holdco in partial redemption of its secured notes as described below.

Note Purchase Agreements

AT&T has entered into note purchase agreements with each of the holders of NextWave’s 15% Senior Secured Notes due 2012 (the “Senior Notes”), its Senior-Subordinated Secured Second Lien Notes due 2013 (“Subordinated Notes”) and its 16% Third Lien Subordinated Secured Convertible Notes due 2013 (the “Convertible Notes” and together with the Senior Notes and Subordinated Notes, collectively, the “Notes”). Pursuant to the note purchase agreements, upon consummation of the merger, AT&T will purchase the Notes for a cash amount equal to $600 million, less the consideration paid by AT&T in the merger and subject to a $25 million escrow hold-back to secure post-closing indemnification rights held by AT&T. The amount of cash to be paid at closing in respect of the Convertible Notes will also be subject to reduction for closing date liabilities of NextWave, including certain tax amounts, and amounts necessary to repay a new working capital facility of up to $15 million to be provided by the holders of the Senior Notes. AT&T will also have the option in the event the merger is not consummated and upon the occurrence of certain other events, to purchase the Convertible Notes. The total amount of indebtedness of NextWave currently outstanding under the Notes is approximately $1.1 billion. Upon completion of the AT&T note purchase transactions described above, NextWave will redeem the remaining outstanding amount of its Convertible Notes for the equity interests in NextWave Holdco.

Transaction Process

The merger and the transactions contemplated thereby were unanimously approved by the Independent Committee of NextWave’s Board of Directors and the Board of Directors. Moelis & Company LLC acted as financial advisor to the Independent Committee.

The transaction is subject to customary closing conditions, including approval of NextWave’s shareholders’ of record as of September 4, 2012 and regulatory approvals, including approval of the Federal Communications Commission. Certain stockholders of NextWave, who are entitled to vote an aggregate of approximately 59 percent of the outstanding common shares, have agreed to vote in favor of the transaction.

SATCON TECHNOLOGY CORPORATION (NASDAQ: SATC)
"Up 23.65% on Thursday"

Detailed Quote: www.otcpicks.com/quotes/SATC.php

Satcon Technology Corporation, a clean energy technology company, provides utility-grade power conversion solutions for the renewable energy market, primarily the large-scale commercial and utility-scale solar photovoltaic markets worldwide. The company designs and delivers power conversion solutions that enable producers of renewable energy to convert clean energy into grid-connected electrical power. It also offers system design services and solutions for management, monitoring, and performance measurement to improve capital investment, and quality and performance over the lifespan of an installation. The company’s products include PowerGate Plus, a utility-ready photovoltaic inverter; Equinox, a power conversion solution built on the foundation of PowerGate Plus; Prism, an integrated 1 or 1.25 megawatt medium voltage solution; Solstice, a power harvesting and array management solution; Energy Equity Protection, which comprises Satcon design services, APEX project management, preventative maintenance and warranty programs, and system uptime guarantees; and other legacy power products, including static transfer switches, static voltage regulators, frequency converters, and AC arc furnace line controllers from 5 kilowatts to 100 megawatts. It sells its products and services through direct sales personnel, as well as distributor arrangements. Satcon Technology Corporation was founded in 1985 and is headquartered in Boston, Massachusetts.

SATC News:

July 26 - ATC Venture Group Inc. Announces Financial Preliminary, Unaudited Results for Third Fiscal Quarter Business Wire

Five Star Equities Provides Stock Research on Broadwind Energy and SatCon Technology

Clean energy stocks have struggled considerably this year as the emergence of natural gas as a cheaper alternative have led to growth concerns for the industry. The PowerShares Wilderhill Clean Energy Portfolio (PBW) is down more than 20 percent over the last three months. Five Star Equities examines the outlook for companies in the Renewable Energy Industry and provides equity research on Broadwind Energy Inc. (BWEN) and SatCon Technology Corp. (SATC).

Access to the full company reports can be found at:

www.FiveStarEquities.com/BWEN
www.FiveStarEquities.com/SATC

According to recent data from the Energy Information Administration (EIA), approximately 13 percent of the electricity generated in the U.S. came from renewable energy sources. Macroeconomic uncertainties stemming from the Eurozone crisis and plummeting natural gas prices have combined to produce a challenging environment for the renewable energy industry in 2012. The current glut of natural gas and improvements in "fracking" techniques will see natural gas as a cheaper alternative for years to come.

"This is significant, as natural gas is expected to have a stronger future than ever, serving as a cleaner transition away from traditional fossil energy for power generation and transportation fuel," Dallas Kachan, industry analyst and managing partner of cleantech research and consulting firm Kachan & Co.

Five Star Equities releases regular market updates on the Renewable Energy Industry so investors can stay ahead of the crowd and make the best investment decisions to maximize their returns.

Broadwind Energy applies decades of deep industrial expertise to innovate integrated solutions for customers in the energy and infrastructure markets. The company is scheduled to release second quarter 2012 financial results on Wednesday, August 8, 2012. Shares of Broadwind have fallen over 60 percent this year.

Satcon Technology Corporation is a leading provider of utility-grade power conversion solutions for the renewable energy market, enabling the industry's most advanced, reliable and proven clean energy alternatives. The company is scheduled to release second quarter 2012 financial results on Wednesday, August 8, 2012.

P2 SOLAR INCORPORATED (OTCBB: PTOS)
"Up 60.00% on Thursday"

Detailed Quote: http://www.otcpicks.com/quotes/PTOS.php

P2 Solar, Inc., a development stage company, focuses on developing solar panel technology. It also focuses on the construction of a solar power plant in India and Bulgaria, as well as Ontario, Canada. The company was formerly known as NATCO International Inc. and changed its name to P2 Solar, Inc. in March 2009. P2 Solar, Inc. was founded in 1990 and is based in Surrey, Canada.

PTOS News:

No recent news for P2 Solar, Inc. (OTCBB: PTOS).

ADVANCED CELL TECHNOLOGY INCORPORATED (NASDAQ: ACTC)
"Up 4.72% on Thursday"

Detailed Quote: http://www.otcpicks.com/quotes/ACTC.php

Advanced Cell Technology, Inc., a biotechnology company, engages in the development and commercialization of human embryonic, induced pluripotency, and adult stem cell technology in the field of regenerative medicine. It has developed a range of intellectual property portfolio for specific applications of stem cell technology in producing retinal pigment epithelium cells, hemangioblasts, myoblast stem cells, and various methods and compositions for the use of these technologies and derived cells in treating retinal and other eye diseases, inflammatory and autoimmune diseases, and heart diseases, as well as to provide agents for wound healing and replacement of blood components. The company’s human embryonic stem cell technologies comprise cellular reprogramming and pluripotent stem cell technologies to produce cells that have the proliferative capacity of embryonic stem cells with therapeutic application and compatible with the patient. Its cell therapy research programs include retinal pigment epithelium and hemangioblast programs; and stable cell lines with particular focus on blood lineage and vascular epithelial cell lines from hemangioblast cells. The company’s adult stem cell program develops an autologous myoblast transplantation therapy to restore cardiac function in patients with advanced heart diseases. Advanced Cell Technology, Inc. develops and maintains an intellectual property portfolio, with ownership or licensing of approximately 35 issued patents and approximately 170 patent applications in the field of regenerative medicine and related areas. The company is headquartered in Marlborough, Massachusetts.

ACTC News:

August 2 - ACT Announces First Dry AMD Patient Treated with Higher Dosage of Embryonic Stem Cell-Derived RPE Cells

Patient with Dry Age-Related Macular Degeneration Injected with 100,000 Retinal Pigment Epithelial Cells at Wills Eye Institute in Philadelphia

Advanced Cell Technology, Inc. (OTCBB: ACTC) (“ACT”), a leader in the field of regenerative medicine, announced treatment of the fourth patient, the first in the second patient cohort, in the company’s Phase I/II clinical trial for dry age-related macular degeneration (dry AMD) using retinal pigment epithelial (RPE) cells derived from human embryonic stem cells (hESCs). The surgery was performed on Wednesday, Aug. 1 at Wills Eye Institute in Philadelphia, by a surgical team lead by Carl D. Regillo, M.D., Chief of the Wills Eye Institute Retina Service, and professor of ophthalmology at Thomas Jefferson University. The patient was injected with 100,000 hESC-derived RPE cells and is recovering uneventfully.

“We are very pleased to have the second dose cohort in both of our U.S. clinical trials underway,” commented Gary Rabin, chairman and CEO of ACT. “We are encouraged by our ongoing progress in all three of our clinical trials using our hESC-derived RPE cells to treat forms of macular degeneration. We have not observed any complications or side effects from the stem cell-derived RPE cells, and we will continue to monitor the patients for safety, tolerability and efficacy of this therapy.”

The dry AMD trial is one of three clinical trials being carried out by the company in the U.S. and in Europe. Each trial will enroll 12 patients, with cohorts of three patients in an ascending dosage format. These trials are prospective, open-label studies, designed to determine the safety and tolerability of hESC-derived RPE cells following sub-retinal transplantation into patients with dry AMD or Stargardt's macular dystrophy (SMD) at 12 months, the study’s primary endpoint. Preliminary results from the two U.S. trials were reported in The Lancet earlier this year.

“Doubling the cell dosage in both our U.S. trials is an important step forward in our clinical programs,” said Robert Lanza, M.D., ACT’s chief scientific officer. “We anticipate continued progress and safety findings in both our U.S. trials as well as our concurrent European trial.”

“Dry AMD is the most common cause of vision loss in patients over 50 years and affects around 30 million people worldwide,” said Dr. Regillo. “Dry AMD is a form of macular degeneration with no approved drug treatment available to date. ACT’s hESC-derived RPE cells could address the unmet medical need of combating dry AMD and other macular degenerations such as Stargardt’s disease. We are looking forward to analyzing the safety and efficacy data.”

Further information about patient eligibility for ACT’s dry AMD study and the concurrent studies in the U.S. and the E.U. for SMD is available at www.clinicaltrials.gov, with the following Identifiers: NCT01344993 (dry AMD), NCT01345006 (U.S. SMD), and NCT01469832 (E.U. SMD).

STRATEGIC MINING CORPORATION (OTC: SMNG)
"Up 20.00% on Thursday"

Detailed Quote: http://www.otcpicks.com/quotes/SMNG.php

Strategic Mining Corp.'s goal is to become a significant explorer and developer of gold properties in Guinea and Vietnam. It is currently planning more exploration and development programs on its Siguiri property, and intends to expand its property base in Guinea by acquisition and joint venture

SMNG News:

No recent news for Strategic Mining Corp. (OTCBB: SMNG).

ACTIVE HEALTH FOODS INCORPORATED (OTCBB: AHFD)
"Up 36.67% on Thursday"

Detailed Quote: http://www.otcpicks.com/quotes/AHFD.php

Active Health Foods, Inc., a development stage company, develops and markets energy bars under the ‘Active X’ brand name in the United States. It offers energy bars in almond chocolate delight, peanut butter chocolate joy, cashew berry dream, and coconut cocoa passion flavors. It intends to sell its products to retailers, including health food stores, gyms, grocery retail outlets, and convenience stores, as well as to distributors. Active Health Foods, Inc. was founded in 2008 and is based in Riverside, California.

AHFD News:

August 2 - Active Health Foods, Inc. Announces Agreement with Leading Distributor UNFI

Active Health Foods, Inc. (OTCBB: AHFD), the maker of "Active XTM" 100% Organic Certified, 100% Natural, Kosher and Vegan Certified Energy Bars and "All Natural Flavors", a sparkling, flavored, sugar free beverage, announces that it has reached an agreement with UNFI, a leading independent national distributor of natural, organic and specialty foods and related products, including nutritional supplements, personal care items and organic produce in the United States.  The agreement reached is that UNFI will represent and carry Active Health Foods, Inc.'s products, in particular the 100% Organic certified, 100% Natural, Kosher and Vegan certified Active XTM  Energy Bars.

UNFI is a leading distributor throughout the United States and to more than 40 other countries.  UNFI's Eastern and Western Regions, where Active Health Foods, Inc.'s products will initially be targeted, provides 17,000 customer locations with natural and organic products from 12 distribution centers located across the United States.

In additional to excellent distribution services, UNFI provides a range of innovative, value-added services for its customers and suppliers including marketing and promotional tools, merchandising, category management and store support services.

"Partnering with UNFI marks a milestone in Active Health Foods, Inc.'s potential market exposure to the public," said Greg Manos, President and Chief Executive Office of Active Health Foods Inc., who added, "We at Active Health Foods look forward to a long, mutually beneficial working relationship with UNFI."