SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (date of earliest event reported): July 10, 2009
BioTime,
Inc.
(Exact
name of registrant as specified in its charter)
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California
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1-12830
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94-3127919
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1301
Harbor Bay Parkway
Alameda,
California 94502
(Address
of principal executive offices)
(510)
521-3390
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Statements made in this Report that
are not historical facts may constitute forward-looking statements that are
subject to risks and uncertainties that could cause actual results to differ
materially from those discussed. Such risks and uncertainties include
but are not limited to those discussed in this report and in BioTime's Annual
Report on Form 10-K filed with the Securities and Exchange Commission. Words
such as “expects,” “may,” “will,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” and similar expressions identify forward-looking
statements.
Section
3 - Securities and Trading Markets
Item
3.02 - Unregistered Sale of Equity Securities.
On July
10, 2009, Broadwood Partners, L.P. and George Karfunkel each elected to purchase
an additional 1,100,000 BioTime common shares and 1,100,000 stock purchase
warrants under the terms of their May 2009 stock and warrant purchase
agreements. BioTime received $4,000,000 for the sale of the
additional shares and warrants. The warrants entitle the investors to
purchase additional common shares at an exercise price of $2.00 per
share. The warrants will expire on October 31, 2010 and may not be
exercised after that date.
We may
redeem the warrants by paying $.01 per warrant if the closing price of our
common shares on any national securities exchange or the Nasdaq Stock Market
exceeds 200% of the exercise price of the warrants for any 20 consecutive
trading days. The redemption date will abate, if the closing price or
average bid price of our common shares does not equal or exceed 120% of the
exercise price of the warrants on the redemption date and each of the five
trading days immediately preceding the redemption date. However, we
will have the right to redeem the warrants at a future date if the market price
of the common shares again exceeds 200% of the exercise price for 20 consecutive
trading days, as described above. In addition, we may not redeem the
warrants unless a registration statement with respect to the warrants and
underlying common shares is effective under the Securities Act.
The
shares and warrants were sold in reliance upon an exemption from registration
under Section 4(2) of the Securities Act of 1933, as amended (the “Securities
Act”). We have agreed to file a registration statement after July 14,
2009 to register the warrants, and shares issuable upon the exercise of the
warrants, for sale under the Securities Act, subject to certain
limitations. We have also agreed to file a registration statement
after May 15, 2010 to register the common shares purchased by the investors, or
to permit the investors to include the common shares in any future registration
statements that we may file after that date, subject to certain
limitations.
Section
9 - Financial Statements and Exhibits
Item
9.01 - Financial Statements and Exhibits.
2
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Exhibit Number
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Description
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99.1
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Press
Release Dated July 13, 2009
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3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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BIOTIME,
INC.
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Date: July
13, 2009
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By
/s/ Steven A.
Seinberg
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Chief
Financial Officer
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4
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Exhibit Number
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Description
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99.1
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Press
Release Dated July 13, 2009
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5
Exhibit
99.1
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BioTime,
Inc.
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1301
Harbor Bay Parkway
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Alameda,
CA 94502
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Tel:
510-521-3390
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Fax:
510-521-3389
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www.biotimeinc.com
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www.embryome.com
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BioTime
Investors Fund Second $4,000,000 Equity Tranche
ALAMEDA, CA, July 13, 2009 – BioTime, Inc.
(OTCBB:BTIM) announced that two of its shareholders have completed the funding
of the second tranche of their equity investments in BioTime following the
exercise of their rights to purchase additional shares and warrants under the
terms of their May 2009 stock and warrant purchase
agreements. Broadwood Partners, L.P. and George Karfunkel have each
purchased an additional 1,100,000 BioTime common shares and 1,100,000 stock
purchase warrants. BioTime received $4,000,000 from the sale of the
additional shares and warrants. The warrants, which are substantially
the same as BioTime’s publicly traded stock purchase warrants, entitle the
investors to purchase additional common shares at an exercise price of $2.00 per
share. The warrants will expire on October 31, 2010 and may not be
exercised after that date.
“The
$8,000,000 of new equity capital we have raised since May from these investors,
plus our $4,700,000 research grant from the California Institute for
Regenerative Medicine, will be available to finance our strategic programs to
build our product and technology portfolios in the emerging fields of stem cell
research and regenerative medicine,” said Michael West, Ph.D., BioTime’s
CEO. “BioTime’s recent steps toward creating an independent board of
directors and raising additional capital are consistent with our goal of
establishing BioTime as a leader in the emerging field of regenerative medicine,
and are necessary steps in qualifying the Company for relisting on a national
exchange. BioTime could receive more than $24,000,000 of additional equity
capital if all of its class of publicly traded warrants and the warrants sold to
Broadwood Partners, L.P. and Mr. Karfunkel are ultimately exercised prior to the
October 2010 expiration date.”
About
BioTime, Inc.
BioTime,
headquartered in Alameda, California, is a biotechnology company focused on
regenerative medicine and blood plasma volume expanders. BioTime
develops and markets research products in the field of stem cells and
regenerative medicine through its wholly owned subsidiary Embryome Sciences,
Inc. In addition to its stem cell products, BioTime has developed
blood plasma volume expanders and related technology for use in surgery,
emergency trauma treatment, and other applications. BioTime's lead
product, Hextend®, is a blood plasma expander manufactured and distributed in
the U.S. by Hospira, Inc. and in South Korea by CJ CheilJedang Corp. under
exclusive licensing agreements. Additional information about BioTime
can be found on the web at www.biotimeinc.com.
Forward-Looking
Statements
Statements
pertaining to future financial and/or operating results, future growth in
research, technology, clinical development and potential opportunities for the
company and its subsidiary, along with other statements about the future
expectations, beliefs, goals, plans, or prospects expressed by management
constitute forward-looking statements. Any statements that are not historical
fact (including, but not limited to statements that contain words such as
“will,” “believes,” “plans,” “anticipates,” “expects,” “estimates,”) should also
be considered to be forward-looking statements. Forward-looking statements
involve risks and uncertainties, including, without limitation, risks inherent
in the development and/or commercialization of potential products, uncertainty
in the results of clinical trials or regulatory approvals, need and ability to
obtain future capital, and maintenance of intellectual property rights. Actual
results may differ materially from the results anticipated in these
forward-looking statements and as such should be evaluated together with the
many uncertainties that affect the company's business, particularly those
mentioned in the cautionary statements found in the company's Securities and
Exchange Commission filings. The company disclaims any intent or obligation to
update these forward-looking statements.
Contact:
BioTime,
Inc.
Judith
Segall
jsegall@biotimemail.com
510-521-3390,
ext 301
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