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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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SCHEDULE
13D
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Under
the Securities Exchange Act of 1934
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(Amendment
No. 1)
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BIOTIME
INC.
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(Name
of Issuer)
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Common
Shares, no par value
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09066L105
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(Title
of class of securities)
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(CUSIP
number)
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George
Karfunkel
59
Maiden Lane
New
York, New York 10038
(212)
936-5100
(Name,
address and telephone number of person authorized to receive notices
and
communications)
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April
17, 2006
(Date
of event which requires filing of this statement)
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If
the filing person has previously filed a statement on Schedule 13G
to
report the acquisition which is the subject of this Schedule 13D,
and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
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Note:
When filing this statement in paper format, six copies of this statement,
including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be
sent.
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(Continued
on following page(s))
(Page
1 of 5 Pages)
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CUSIP
No. 09066L105
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13D
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Page
2 of 5 Pages
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1
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NAME
OF REPORTING PERSON: George Karfunkel.
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON: **
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
[_]
(b)
[_]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS: PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d)
OR 2(e):
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[_]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION: United States
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NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER:
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2,342,041
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BENEFICIALLY
OWNED
BY
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8
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SHARED
VOTING POWER:
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0
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EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER:
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2,342,041
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER:
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0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
REPORTING
PERSON:
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2,342,041
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
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[_]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.5%
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9.8%
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14
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TYPE
OF REPORTING PERSON:
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IN
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This
Amendment No. 1 (“Amendment No. 1”) amends and supplements the Statement on
Schedule 13D dated January 5, 2006 (the “Statement”)) relating to the common
shares, no par value (the “Shares”), of BioTime Inc., a California corporation
(the “Company”), and is filed by and on behalf of the undersigned reporting
person. Unless otherwise defined herein, all capitalized terms used herein
shall
have the meanings previously ascribed to them in the previous filing of the
Statement.
ITEM
3. SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The
information Mr. Karfunkel’s cover sheet and the information presented in
response to Item 6 is incorporated by reference herein.
ITEM
4. PURPOSE
OF TRANSACTION
The
information presented in response to Item 6 is incorporated by reference
herein.
ITEM
5. INTEREST
IN SECURITIES OF THE ISSUER
(a) As
of the
date of this statement, Mr. Karfunkel beneficially owned the Shares and the
percentage of the outstanding Shares of the Company shown the cover page, which
information is incorporated by reference herein. The percentage is based upon
the number of shares shown as outstanding on the Company’s annual report on Form
10-K for the year ended December 31, 2005 plus 100,000 shares issuable to the
lenders under the Credit Agreement (as defined below).
The
Shares beneficially owned by Mr. Karfunkel include 1,379, 878 Shares that maybe
acquired upon the exercise of stock purchase warrants.
(b) As
of the
date of this statement, Mr. Karfunkel had the sole power to vote or direct
the
vote, and the sole power to dispose or to direct the disposition of the Shares
shown on the cover page, which information is incorporated by reference
herein
If
Mr.
Karfunkel were to exercise the 1,379, 878 warrants he owns, which are all
presently exercisable, he would share the sole power to vote or direct the
vote,
and sole the power to dispose or direct the disposition of such Shares upon
the
issuance of such Shares.
(c) Information
concerning transactions in the Shares by Mr. Karfunkel in the last 60 days
is
set forth in Item 6.
(d) No
other
person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Shares reported in
this
Statement.
(e) Not
applicable.
Page
3 of 5
ITEM
6. CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE
ISSUER
On
April
12, 2006, BioTime entered into a Revolving Line of Credit Agreement (the “Credit
Agreement”) with Alfred D. Kingsley, Cyndel & Co., Inc., and George
Karfunkel, investors in BioTime, under which BioTime may borrow up to $500,000
for working capital purposes at an interest rate of 10% per annum. The credit
line will expire, and any funds borrowed must be repaid, on the earlier of
October 31, 2007 or when BioTime receives $600,000 in new funding through the
sale of capital stock, the receipt of licensing and similar fees in excess
of
$1,000,000, from other borrowing, or any combination of those sources. Under
the
Credit Agreement, BioTime will prepay, and the credit line will be reduced
by,
any funds received prior to the maturity date from those sources. In
consideration for making the line of credit available, BioTime issued to the
investors at total of 100,000 common shares. The line of credit is
collateralized by a security interest in BioTime’s right to receive royalty and
other payments under its license agreement with Hospira, Inc. Mr. Karfunkel
has
agreed to lend BioTime up to $166,666.67, and he will receive 33,333 common
shares, under the Credit Agreement.
On
April
1, 2006, warrants entitling Mr. Karfunkel to purchase 33,399 shares expired
unexercised.
ITEM
7. MATERIAL
TO BE FILED AS EXHIBITS
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Exhibit
3
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Revolving
Credit Line Agreement between BioTime, Inc, Alfred D. Kingsley, Cyndel
& Co., Inc., and George Karfunkel, dated April 12, 2006. (Incorporated
by reference to BioTime’s Form 10-K for the year ended December 31,
2005)
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Exhibit
4
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Security
Agreement executed by BioTime, Inc., dated April 12, 2006. (Incorporated
by reference to BioTime’s Form 10-K for the year ended December 31,
2005)
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Exhibit
5
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Revolving
Credit Note of BioTime, Inc. in the principal amount of $166,666.67
dated April 12, 2006.
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Page
4 of 5
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, the undersigned
certifies that the information contained in this Statement is true, complete
and
correct.
Dated:
April 18, 2006
s/George
Karfunkel
George
Karfunkel
Page
5 of 5
REVOLVING
CREDIT NOTE
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$166,666.67
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April
12, 2006
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FOR
VALUE
RECEIVED, the undersigned, BioTime, Inc., a California corporation (Borrower")
hereby promises to pay to the order of ___________("Lender") the principal
sum
of ONE HUNDRED SIXTY-SIX THOUSAND SIX HUNDRED SIXTY-SIX DOLLARS and SIXTY-SEVEN
CENTS ($166,666.67) or such lesser amount as may from time to time be
outstanding as the Loan pursuant to that certain Revolving Line of Credit
Agreement, of even date, between Borrower and Lender (the "Credit Agreement"),
together with interest on the unpaid balance of the Loan at the rate or rates
hereinafter set forth. This Revolving Credit Note is the Note described in
the
Credit Agreement. All capitalized terms not otherwise defined in this Note
shall
have the meanings defined in the Credit Agreement.
1. Terms
of Payment.
(a) Interest
Rate.
Interest
shall accrue and be payable at the rate of 10% per annum on the outstanding
principal balance of the Loan. Interest shall accrue from the date of each
disbursement of principal pursuant to a Draw. Accrued interest shall be paid
with principal. Interest will be charged on that part of outstanding principal
of the Loan which has not been paid and shall be calculated on the basis of
a
360-day year and a 30-day month.
(b) Payments
of Principal.
The
outstanding principal balance of the Loan, together with accrued interest,
shall
be paid in full on the Maturity Date.
(c) Mandatory
Prepayment of Principal.
In the
event that Borrower receives Earmarked Funds, Borrower shall use the Earmarked
Funds to prepay principal, plus accrued interest, within two business days
after
such Earmarked Funds are received by Borrower, and the amount of principal
so
prepaid shall reduce the Maximum Loan Amount.
(d) Optional
Prepayment of Principal.
Borrower may prepay principal, with accrued interest, at any time and the amount
of principal so prepaid shall be available for further Draws by Borrower during
the Draw Period to the extent that the prepayment of principal was not required
under paragraph (c) of this Section 1.
(e) Default
Interest Rate.
In the
event that any payment of principal or interest is not paid within five (5)
days
from on the date on which the same is due and payable, such payment shall
continue as an obligation of the Borrower, and interest thereon from the due
date of such payment and interest on the entire unpaid balance of the Loan
shall
accrue until paid in full at the lesser of (i) fifteen percent (15%) per annum,
or (ii) the highest interest rate permitted under applicable law (the "Default
Rate"). From and after the Maturity Date or upon acceleration of the Note,
the
entire unpaid principal balance of the Loan with all unpaid interest accrued
thereon, and any and all other fees and charges then due at such maturity,
shall
bear interest at the Default Rate.
(f) Date
of Payment.
If the
date on which a payment of principal or interest on the Loan is due is a day
other than a Business Day, then payment of such principal or interest need
not
be made on such date but may be made on the next succeeding Business
Day.
(g) Application
of Payments.
All
payments shall be applied first to costs of collection, next to late charges
or
other sums owing Lender, next to accrued interest, and then to principal, or
in
such other order or proportion as Lender, in its sole discretion, may
determine.
(h) Currency.
All
payments shall be made in United States Dollars.
2. Events
of Default.
The
following shall constitute Events of Default: (a) the default of Borrower in
the
payment of any interest or principal due under this Note or the Credit Agreement
or any other Note arising under the Credit Agreement; (b) the failure of
Borrower to perform or observe any other term or provision of this Note, or
any
other Note arising under the Credit Agreement, or any term, provision, covenant,
or agreement in the Credit Agreement or any other Loan Document; (c) any act,
omission, or other event that constitutes an "Event of Default" under the Credit
Agreement; (d) any representation or warranty of Borrower contained in the
Credit Agreement or in any other Loan Document, or in any certificate delivered
by Borrower pursuant to the Credit Agreement or any other Loan Document, is
false or misleading in any material respect when made or given; (e) Borrower
becoming the subject of any order for relief in a proceeding under any Debtor
Relief Law (as defined below); (f) Borrower making an assignment for the benefit
of creditors; (g) Borrower applying for or consenting to the appointment of
any
receiver, trustee, custodian, conservator, liquidator, rehabilitator, or similar
officer for it or for all or any part of its property or assets; (h) the
appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator, or similar officer for Borrower, or for all or any part of the
property or assets of Borrower, without the application or consent Borrower,
if
such appointment continues undischarged or unstayed for sixty (60) calendar
days; (i) Borrower instituting or consenting to any proceeding under any Debtor
Relief Law with respect to Borrower or all or any part of its property or
assets, or the institution of any similar case or proceeding without the consent
of Borrower, if such case or proceeding continues undismissed or unstayed for
sixty (60) calendar days; (j) the dissolution or liquidation of Borrower, or
the
winding-up of the business or affairs of Borrower; (k) the taking of any action
by Borrower to initiate any of the actions described in clauses (f) through
(j)
of this paragraph; (l) the issuance or levy of any judgment, writ, warrant
of
attachment or execution or similar process against all or any material part
of
the property or assets of Borrower if such process is not released, vacated
or
fully bonded within sixty (60) calendar days after its issue or levy; or (m)
any
breach or default by Borrower under any loan agreement, promissory note, or
other instrument evidencing indebtedness payable to a third party. As used
in
this Note, the term "Debtor Relief Law" means the Bankruptcy Code of the United
States of America, as amended, or any other applicable liquidation,
conservatorship, bankruptcy, moratorium, rearrangement, receivership,
insolvency, reorganization, or similar debtor relief law affecting the rights
of
creditors generally.
3. Remedies
On Default.
Upon
the occurrence of an Event of Default, at Lender's option, all unpaid principal
and accrued interest, and all other amounts payable under this Note shall become
immediately due and payable without presentment, demand, notice of non-payment,
protest, or notice of non-payment. Lender also shall have all other rights,
powers, and remedies available under the Credit Agreement and any other Loan
Document, or accorded by law or at equity. All rights, powers, and remedies
of
Lender may be exercised at any time by Lender and from time to time after the
occurrence of an Event of Default. All rights, powers, and remedies of Lender
in
connection with this Note and any other Loan Document are cumulative and not
exclusive and shall be in addition to any other rights, powers, or remedies
provided by law or equity.
4.
Miscellaneous.
(a) Borrower
and all guarantors and endorsers of this Note severally waive (i) presentment,
demand, protest, notice of dishonor, and all other notices; (ii) any release
or
discharge arising from any extension of time, discharge of a prior party,
release of any or all of the security for this Note, and (iii) any other cause
of release or discharge other than actual payment in full of all indebtedness
evidenced by or arising under this Note.
(b) No
delay
or omission of Lender to exercise any right, whether before or after an Event
of
Default, shall impair any such right or shall be construed to be a waiver of
any
right or default, and the acceptance of any past-due amount at any time by
the
Lender shall not be deemed to be a waiver of the right to require prompt payment
when due of any other amounts then or thereafter due and payable. The Lender
shall not be deemed, by any act or omission, to have waived any of Lender's
rights or remedies under this Note unless such waiver is in writing and signed
by Lender and then only to the extent specifically set forth in such writing.
A
waiver with reference to one event shall not be construed as continuing or
as a
bar to or waiver of any right or remedy as to a subsequent event.
(c) Lender
may accept, indorse, present for payment, and negotiate checks marked "payment
in full" or with words of similar effect without waiving Lender's right to
collect from Borrower the full amount owed by Borrower.
(d) Time
is of the essence under this Note.
Upon any
Event of Default, the Lender may exercise all rights and remedies provided
for
in this Note and by law, including, but not limited to, the right to immediate
payment in full of this Note.
(e) The
rights and remedies of the Lender as provided in this Note, in the Credit
Agreement, and in the Security Agreement and in law or equity, shall be
cumulative and concurrent, and may be pursued singularly, successively, or
together at the sole discretion of the Lender, and may be exercised as often
as
occasion therefor shall occur; and the failure to exercise any such right or
remedy shall in no event be construed as a waiver or a release of any such
right
or remedy.
(f) It
is
expressly agreed that if this Note is referred to an attorney or if suit is
brought to collect this Note or any amount due under this Note, or to enforce
or
protect any rights conferred upon Lender by this Note then Borrower promises
and
agrees to pay on demand all costs, including without limitation, reasonable
attorneys' fees, incurred by Lender in the enforcement of Lender's rights and
remedies under this Note, and such other agreements.
(g) The
terms, covenants, and conditions contained in this Note shall be binding upon
the heirs, executors, administrators, successors, and assigns of Borrower,
and
each of them, and shall inure to the benefit of the heirs, executors,
administrators, successors and assigns of Lender.
(h) This
Note
shall be construed under and governed by the laws of the State of California
without regard to conflicts of law.
(i) No
provision of this Note shall be construed or so operate as to require the
Borrower to pay interest at a greater rate than the maximum allowed by
applicable state or federal law. Should any interest or other charges paid
or
payable by the Borrower in connection with this Note or the Loan result in
the
computation or earning of interest in excess of the maximum allowed by
applicable state or federal law, then any and all such excess shall be and
the
same is hereby waived by Lender, and any and all such excess paid shall be
credited automatically against and in reduction of the outstanding principal
balance due of the Loan, and the portion of said excess which exceeds such
principal balance shall be paid by Lender to the Borrower.
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BORROWER:
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BIOTIME,
INC.
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By
_____________________________________________
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Title
___________________________________________
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By
_____________________________________________
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Title
___________________________________________
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