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): March
17, 2014
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))
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 other reports 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.
This Report and any accompanying exhibits shall be deemed “furnished” and not “filed” under the Securities Exchange Act of 1934, as amended.
Section 2 - Financial Information
Item 2.02 - Results of Operations and Financial Condition
On March 17, 2014 BioTime, Inc. issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2013. A copy of the press release is attached as Exhibit 99.1, which, in its entirety, is incorporated herein by reference.
Section 9-Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Exhibit Number |
Description |
99.1 | Press release dated March 17, 2014 |
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: |
March 17, 2014 |
By: |
/s/ Robert W. Peabody |
|
|
Senior Vice President, |
2
Exhibit Number |
Description |
99.1 |
Press release dated March 17, 2014 |
3
Exhibit 99.1
BioTime Announces Fourth Quarter and Fiscal Year End 2013 Financial Results and Recent Corporate Accomplishments
ALAMEDA, Calif.--(BUSINESS WIRE)--March 17, 2014--BioTime, Inc. (NYSE MKT: BTX), today reported financial results for the fourth quarter and year ended December 31, 2013 and highlighted its fourth quarter and recent corporate accomplishments.
Fourth Quarter and Recent Highlighted Corporate Accomplishments
Financial Results
Revenue
For the quarter ended December 31, 2013, on a consolidated basis, total revenue was $1.9 million, up $0.7 million from $1.2 million for the same period one year ago. The increase in fourth quarter revenue is primarily attributable to the accelerated amortization of the license fees from our license agreement with Summit which was terminated in 2013.
For the full year 2013, total revenue, on a consolidated basis, was $4.4 million, up $0.5 million from $3.9 million in 2012. The increase in annual revenue is primarily due to the same factors that contributed to the increase in fourth quarter revenues. License revenue included subscription and advertising revenues from LifeMap Sciences’ online database GeneCards® and accounted for approximately $1.3 million and $0.8 million of total revenue as of December 31, 2013 and 2012, respectively.
Expenses
Operating expenses for the three months ended December 31, 2013 were $13.5 million, compared to expenses of $8.1 million for the same period of 2012. The increase in operating expenses is primarily attributable to an increase in staffing, and the expansion of research and development efforts, including additional expenses in the Renevia™ clinical safety trial program, the development of OpRegen® by BioTime’s subsidiary Cell Cure Neurosciences, Ltd for the treatment of dry age related macular degeneration, and the increased staffing and operations of Asterias in connection with the Geron stem cell asset acquisition. In addition, during the fourth quarter, Asterias recognized $17.5 million of non-cash in-process research and development (IPR&D) expense in connection with the consummation of its acquisition of assets from Geron. IPR&D represents the value allocated by management to incomplete research and development projects which Asterias acquired from Geron and intends to continue. In accordance with applicable accounting rules, that value was expensed rather than capitalized for future amortization because the acquisition was accounted for an acquisition of assets rather than an acquisition of a business.
Operating expenses for the full year ended December 31, 2013 were $42.2 million, compared to $28.5 million for the full year ended December 31, 2012. The increase in operating expenses is primarily related to an increase in staffing, the expansion of research and development efforts, and transaction legal expenses. In addition, BioTime recognized $17.5 million of non-cash IPR&D expense in connection with Asterias’ acquisition of Geron’s stem cell assets, as discussed above.
Net Loss
Net loss attributable to BioTime for the three months ended December 31, 2013 was $19.6 million or $0.35 per share, compared to a net loss of $6.0 million or $0.12 per share for the same period in 2012. Net loss attributable to BioTime for the full year ended December 31, 2013 was $43.9 million or $0.81 per share, compared to a net loss of $21.4 million or $0.44 per share for the full year ended December 31, 2012. Net loss for both the three months and the full year ended December 31, 2013 includes the $17.5 million of non-cash IPR&D expense described above and $3.3 deferred income tax benefit. Net losses attributable to BioTime include losses from BioTime majority owned subsidiaries based upon BioTime’s percentage ownership of those subsidiaries.
Balance Sheet and Subsequent Financing Events
Cash and cash equivalents, on a consolidated basis, totaled $5.5 million as of December 31, 2013, compared with $4.3 million as of December 31, 2012.
Since January 1, 2014, BioTime and certain of its subsidiaries raised approximately $8.6 million of additional equity capital through the sale of BioTime common shares in “at-the-market” transactions through Cantor Fitzgerald & Co. (“Cantor”), as sales agent. In addition, on March 4, 2014, BioTime raised $3.5 million of equity capital through the sale of 70,000 shares of a newly authorized Series A Convertible Preferred Stock to private investors.
About BioTime
BioTime is a biotechnology company engaged in research and product development in the field of regenerative medicine. Regenerative medicine refers to therapies based on stem cell technology that are designed to rebuild cell and tissue function lost due to degenerative disease or injury. BioTime’s focus is on pluripotent stem cell technology based on human embryonic stem (“hES”) cells and induced pluripotent stem (“iPS”) cells. hES and iPS cells provide a means of manufacturing every cell type in the human body and therefore show considerable promise for the development of a number of new therapeutic products. BioTime’s therapeutic and research products include a wide array of proprietary PureStem® progenitors, HyStem® hydrogels, culture media, and differentiation kits. BioTime is developing Renevia™ (a HyStem® product) as a biocompatible, implantable hyaluronan and collagen-based matrix for cell delivery in human clinical applications. In addition, BioTime has developed Hextend®, a blood plasma volume expander for use in surgery, emergency trauma treatment and other applications. Hextend® is manufactured and distributed in the U.S. by Hospira, Inc. and in South Korea by CJ CheilJedang Corporation under exclusive licensing agreements.
BioTime is also developing stem cell and other products for research, therapeutic, and diagnostic use through its subsidiaries:
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
BIOTIME, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS |
||||||||
December 31, 2013 |
December 31, 2012 |
|||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and cash equivalents | $ | 5,495,478 | $ | 4,349,967 | ||||
Inventory | 178,694 | 55,316 | ||||||
Prepaid expenses and other current assets | 2,275,798 | 2,774,196 | ||||||
Total current assets | 7,949,970 | 7,179,479 | ||||||
Equipment, net | 2,997,733 | 1,348,554 | ||||||
Deferred license and consulting fees | 444,833 | 669,326 | ||||||
Deposits | 129,129 | 64,442 | ||||||
Intangible assets, net | 46,208,085 | 20,486,792 | ||||||
TOTAL ASSETS | $ | 57,729,750 | $ | 29,748,593 | ||||
LIABILITIES AND EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable and accrued liabilities | $ | 6,722,624 | $ | 3,989,962 | ||||
Deferred license and subscription revenue, current portion | 235,276 | 400,870 | ||||||
Total current liabilities | 6,957,900 | 4,390,832 | ||||||
LONG-TERM LIABILITIES | ||||||||
Deferred license revenue, net of current portion | - | 768,678 | ||||||
Deferred rent, net of current portion | 35,997 | 57,214 | ||||||
Deferred tax liability, net |
8,277,548 | - | ||||||
Other long term liabilities | 195,984 | 237,496 | ||||||
Total long-term liabilities | 8,509,529 | 1,063,388 | ||||||
Commitments and contingencies | ||||||||
EQUITY | ||||||||
Preferred Shares, no par value, authorized 2,000,000 and 1,000,000 shares respectively, as of December 31, 2013 and 2012; none issued | - | - | ||||||
Common shares, no par value, authorized 125,000,000 and 75,000,000 shares respectively as of December 31, 2013 and 2012; 67,412,139 issued and 56,714,424 outstanding as of December 31, 2013 and 51,183,318 issued and 49,383,209 outstanding at December 31, 2012 | 203,456,401 | 119,821,243 | ||||||
Contributed capital | 93,972 | 93,972 | ||||||
Accumulated other comprehensive income/(loss) | 62,899 | (59,570 | ) | |||||
Accumulated deficit | (145,778,547 | ) | (101,895,712 | ) | ||||
Treasury stock at cost: 10,697,715 and 1,800,109 shares at December 31, 2013 and 2012, respectively | (43,033,957 | ) | (8,375,397 | ) | ||||
Total shareholders' equity | 14,800,768 | 9,584,536 | ||||||
Noncontrolling interest | 27,461,553 | 14,709,837 | ||||||
Total equity | 42,262,321 | 24,294,373 | ||||||
TOTAL LIABILITIES AND EQUITY | $ | 57,729,750 | 29,748,593 |
BIOTIME, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS |
||||||||||||||||
Three Months Ended (unaudited) | Year Ended | |||||||||||||||
December 31, 2013 | December 31, 2012 | December 31, 2013 | December 31, 2012 | |||||||||||||
REVENUES: | ||||||||||||||||
License fees | $ | 1,123,331 | $ | 350,477 | $ | 2,218,174 | $ | 899,998 | ||||||||
Royalties from product sales | 75,270 | 133,878 | 366,775 | 541,681 | ||||||||||||
Grant income | 632,103 | 704,372 | 1,573,329 | 2,222,458 | ||||||||||||
Sale of research products | 61,781 | 33,810 | 276,058 | 251,190 | ||||||||||||
Total revenues | 1,892,485 | 1,222,537 | 4,434,336 | 3,915,327 | ||||||||||||
Cost of sales | (222,422 | ) | (160,355 | ) | (792,659 | ) | (434,271 | ) | ||||||||
Total revenues, net | 1,670,063 | 1,062,182 | 3,641,677 | 3,481,056 | ||||||||||||
EXPENSES: | ||||||||||||||||
Research and development | (9,220,014 | ) | (4,793,278 | ) | (26,609,423 | ) | (18,116,688 | ) | ||||||||
Acquired in-process research and development | (17,458,766 | ) | - | (17,458,766 | ) | - | ||||||||||
General and administrative | (4,284,726 | ) | (3,327,238 | ) | (15,558,674 | ) | (10,365,045 | ) | ||||||||
Total expenses | (30,963,506 | ) | (8,120,516 | ) | (59,626,863 | ) | (28,481,733 | ) | ||||||||
Loss from operations | (29,293,443 | ) | (7,058,334 | ) | (55,985,186 | ) | (25,000,677 | ) | ||||||||
OTHER INCOME/(EXPENSES): | ||||||||||||||||
Interest (expense)/income, net | (2,611 | ) | 2,062 | (578 | ) | 19,383 | ||||||||||
Gain/(loss) on sale of fixed assets |
- | (93,811 | ) | 5,120 | (6,856 | ) | ||||||||||
Other income/(expense), net | (39,665 | ) | (1,859 | ) | (209,177 | ) | (317,710 | ) | ||||||||
Total other income/(expenses), net | (42,276 | ) | (93,608 | ) | (204,635 | ) | (305,183 | ) | ||||||||
LOSS BEFORE INCOME TAX BENEFIT |
(29,335,719 | ) | (7,151,942 | ) | (56,189,821 | ) | (25,305,860 | ) | ||||||||
Deferred income tax benefit | 3,280,695 | - | 3,280,695 | - | ||||||||||||
NET LOSS | (26,055,024 | ) | (7,151,942 | ) | (52,909,126 | ) | (25,305,860 | ) | ||||||||
Net loss attributable to the noncontrolling interest |
6,442,710 | 1,116,988 | 9,026,291 | 3,880,157 | ||||||||||||
NET LOSS ATTRIBUTABLE TO BIOTIME, INC. (1) | $ | (19,612,314 | ) | $ | (6,034,954 | ) | $ | (43,882,835 | ) | $ | (21,425,703 | ) | ||||
Foreign currency translation gain/(loss) | (64,841 | ) | 137,814 | 119,469 | 63,179 | |||||||||||
Unrealized gain on available-for-sale securities, net | - | - | 3,000 | - | ||||||||||||
COMPREHENSIVE NET LOSS (2) | $ | (19,677,155 | ) | $ | (5,897,140 | ) | $ | (43,760,366 | ) | $ | (21,362,524 | ) | ||||
BASIC AND DILUTED LOSS PER COMMON SHARE (1) | $ | (0.35 | ) | $ | (0.12 | ) | $ | (0.81 | ) | $ | (0.44 | ) | ||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC AND DILUTED | 56,245,189 | 49,263,968 | 54,226,219 | 49,213,687 |
(1) Basic and diluted loss per common share is calculated using "Net loss attributable to BioTime, Inc." | |
(2) Comprehensive net loss includes foreign currency translation loss of $64,841 and gain of $119,469 for the three and twelve months ended December 31, 2013, respectively and translation gain of $137,814 and $63,179 for the same periods in the prior year, respectively arise entirely from the translation of foreign subsidiary financial information for consolidation purposes and therefore not used in the calculation of basic and diluted loss per common share. |
CONTACT:
BioTime, Inc.
Lesley Stolz, PhD, 510-521-3390, ext 367
Executive
Vice President, Corporate Development
lstolz@biotimemail.com
or
Judith
Segall, 510-521-3390, ext 301
jsegall@biotimemail.com