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): June
10, 2013
BioTime,
Inc.
(Exact name of registrant as specified in its charter)
California |
1-12830 |
94-3127919 |
(State or other jurisdiction
|
(Commission File Number)
|
(IRS Employer Identification No.) |
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))
Forward-Looking Statements
Any statements that are not historical fact (including, but not limited to statements that contain words such as “may, “will,” “believes,” “plans,” “intends,” “anticipates,” “expects,” “estimates”) should also be considered to be forward-looking statements. Additional factors that could cause actual results to differ materially from the results anticipated in these forward-looking statements are contained in BioTime’s periodic reports filed with the SEC under the heading “Risk Factors” and other filings that BioTime may make with the Securities and Exchange Commission. Undue reliance should not be placed on these forward-looking statements which speak only as of the date they are made, and the facts and assumptions underlying these statements may change. Except as required by law, BioTime disclaims any intent or obligation to update these forward-looking statements.
Section 5 - Corporate Governance and Management
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 10, 2013, our Board of Directors expanded the size of our Board of Directors by increasing the authorized number of directors to nine, and elected Henry L. Nordhoff as a director to fill the vacancy that was created by the increase in the authorized number of directors.
Henry L. Nordhoff, 71, retired as Chairman of the Board of Gen-Probe Incorporated, a clinical diagnostic and blood screening company, at the end of 2011, after serving as its Chairman since September 2002. Mr. Nordhoff also served as Chief Executive Officer and President of Gen-Probe from July 1994 until May 2009. Prior to joining Gen-Probe, he was President and Chief Executive Officer of TargeTech, Inc., a gene therapy and antisense company that was merged into Immune Response Corporation. Mr. Nordhoff earlier served in senior positions at Pfizer, Inc. in Brussels, Seoul, Tokyo and New York. Mr. Nordhoff is a director of MannKind Corporation, a biopharmaceutical company, and served as a director of Gen-Probe until 2011. He received a B.A. in International Relations and Political Economy from Johns Hopkins University and an M.B.A. from Columbia University.
The Board believes that Mr. Nordhoff’s experience as a director and executive officer of pharmaceutical and biotech companies provide our Board with valuable operational expertise and leadership skills.
Compensation
As a non-employee director of BioTime, Mr. Nordhoff will receive an annual fee of $15,000 in cash, plus $1,000 for each regular or special meeting of the Board of Directors he attends, and options to purchase 20,000 common shares under our 2012 Equity Incentive Plan. The annual fee of cash will be paid, and the stock options granted will vest and become exercisable, in four equal quarterly installments, provided that Mr. Nordhoff remains a director on the last day of the applicable quarter. The options will expire if not exercised five years from the date of grant. The exercise price of the options granted to Mr. Nordhoff is $4.16 per share.
Section 9 - Financial Statements and Exhibits
Item 9.01 - Financial Statements and Exhibits.
Exhibit Number |
Description |
99.1 | Press Release Dated June 12, 2013 |
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.
BIOTIME, INC. |
||||
Date: |
June 12, 2013 |
By: |
/s/ Michael D. West |
|
|
Chief Executive Officer |
Exhibit Number |
Description |
99.1 |
Press Release Dated June 12, 2013. |
3
Exhibit 99.1
BioTime Appoints Henry L. Nordhoff to Board of Directors
ALAMEDA, Calif.--(BUSINESS WIRE)--June 12, 2013--BioTime, Inc. (NYSE MKT: BTX) today announced that Henry L. Nordhoff, former CEO and Chairman of Gen-Probe Inc., has been appointed to its Board of Directors.
“We are pleased to welcome an accomplished healthcare executive of Hank's caliber to BioTime's board,” said Alfred D. Kingsley, Chairman of the Board of BioTime. “Hank's 43 years of experience in the pharmaceutical business, including most recently his leadership role in managing impressive growth at Gen-Probe over a 15-year period should prove valuable as BioTime continues to pursue multiple growth opportunities.”
“BioTime is a leading company in the emerging field of Regenerative Medicine,” said Mr. Nordhoff. “I am pleased to be joining BioTime at this important juncture, as the company moves towards translating a magnificent array of technologies into products, and then introducing those products into the marketplace to alleviate suffering and cure diseases.”
Mr. Nordhoff is the former CEO and Chairman of Gen-Probe, Inc., a leading molecular diagnostics company which was acquired in 2012 in an all-cash transaction that valued the company at $3.72 billion. Under Mr. Nordhoff's leadership, Gen-Probe introduced numerous innovative diagnostic products to test for a host of infectious disease-causing viruses and bacteria, screening products to help identify compatible transplant matches, and instruments and assays to screen donated blood for diseases. Prior to joining Gen-Probe in 1994, Mr. Nordhoff served as President and CEO of TargeTech, Inc., a gene therapy and antisense company that merged into the Immune Response Corporation; as President and CEO of American Biogenetic Sciences, Inc., a monoclonal antibody company that went public during his tenure; as Vice President of Acquisitions and Business Development at Sterling Drug Inc.; and in a number of senior positions at Pfizer Inc. in Brussels, Seoul, Tokyo and New York. Mr. Nordhoff holds a Master's in Business Administration from Columbia University and a Bachelor of Arts in International Relations and Political Economy from Johns Hopkins University.
About BioTime, Inc.
BioTime, headquartered in Alameda, California, is a biotechnology company focused on regenerative medicine and blood plasma volume expanders. Its broad platform of stem cell technologies is enhanced through subsidiaries focused on specific fields of application. BioTime develops and markets research products in the fields of stem cells and regenerative medicine, including a wide array of proprietary PureStem™ cell lines, HyStem® hydrogels, culture media, and differentiation kits. BioTime is developing Renevia™ (formerly known as HyStem®-Rx), a biocompatible, implantable hyaluronan and collagen-based matrix for cell delivery in human clinical applications. BioTime's therapeutic product development strategy is pursued through subsidiaries that focus on specific organ systems and related diseases for which there is a high unmet medical need. BioTime's majority owned subsidiary Cell Cure Neurosciences Ltd. is developing therapeutic products derived from stem cells for the treatment of retinal and neural degenerative diseases. BioTime's subsidiary OrthoCyte Corporation is developing therapeutic applications of stem cells to treat orthopedic diseases and injuries. Another subsidiary, OncoCyte Corporation, focuses on the diagnostic and therapeutic applications of stem cell technology in cancer, including the diagnostic product PanC-Dx™ currently being developed for the detection of cancer in blood samples. ReCyte Therapeutics, Inc. is developing applications of BioTime's proprietary induced pluripotent stem cell technology to reverse the developmental aging of human cells to treat cardiovascular and blood cell diseases. BioTime's subsidiary LifeMap Sciences, Inc. markets GeneCards®, the leading human gene database, as part of an integrated database suite that also includes the LifeMap Discovery™ database of embryonic development, stem cell research and regenerative medicine, and MalaCards, the human disease database. LifeMap Sciences also markets BioTime research products and PanDaTox, an innovative, recently developed, searchable database that can aid in the discovery of new antibiotics and biotechnologically beneficial products. Asterias Biotherapeutics, Inc. is a new subsidiary being used to acquire the stem cell assets of Geron Corporation, including patents and other intellectual property, biological materials, reagents and equipment for the development of new therapeutic products for regenerative medicine. BioTime's lead product, Hextend®, is a blood plasma volume expander manufactured and distributed in the U.S. by Hospira, Inc. and in South Korea by CJ CheilJedang Corporation 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 BioTime and its subsidiaries, 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 business of BioTime and its subsidiaries, particularly those mentioned in the cautionary statements found in BioTime's Securities and Exchange Commission filings. BioTime disclaims any intent or obligation to update these forward-looking statements.
To receive ongoing BioTime corporate communications, please click on the following link to join our email alert list: http://news.biotimeinc.com
CONTACT:
BioTime, Inc.
Robert Peabody, 510-521-3390, ext 302
Sr.
VP & CFO
rpeabody@biotimemail.com
or
Judith Segall,
510-521-3390, ext 301
jsegall@biotimemail.com