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): October 15,
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, Suite 100
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On October 15, 2009, our subsidiary,
OncoCyte Corporation entered into a Stock Purchase Agreement under which it sold
3,000,000 of its common shares, no par value, to George Karfunkel for $2,000,000
in cash, representing a 15% interest in OncoCyte. Under the Stock
Purchase Agreement, Mr. Karfunkel has the right, but not the obligation, to
purchase an additional 3,000,000 OncoCyte common shares for $2,000,000 on or
before April 15, 2010 based on an agreed initial market cap of approximately
$15,000,000. Mr. Karfunkel beneficially owns more than 10% of
the outstanding common shares of BioTime.
OncoCyte has agreed to file a
registration statement to register Mr. Karfunkel’s OncoCyte shares for sale
under the Securities Act of 1933, as amended (the “Securities Act”), upon his
request but not earlier than one year after OncoCyte completes an initial public
offering of its common shares. Mr. Karfunkel may also include his
shares in any registration statement filed by OncoCyte under the Securities Act
at any time after the completion of an initial public offering of OncoCyte
common shares, subject to certain exceptions and
limitations. OncoCyte will bear the costs of the registration
statements, including without limitation all registration and filing fees, fees
and expenses of compliance with securities or blue sky laws (including counsel’s
fees and expenses), printing expenses, messenger and delivery expenses, listing
fees and expenses, and fees and expenses of OncoCyte’s counsel, independent
accountants and other persons retained or employed by OncoCyte. Mr.
Karfunkel will pay any underwriters discounts applicable to the sale of his
shares. OncoCyte and Mr. Karfunkel have agreed to indemnify each
other from certain liabilities, including liabilities under the Securities Act,
that may arise in connection with the sale of his shares under any such
registration statements.
We organized OncoCyte for the purpose
of developing novel therapeutics for the treatment of cancer based on stem cell
technology. We will license certain technology to OncoCyte restricted
to the field of cell-based cancer therapies, including early patent filings on
targeting stem cells to malignant tumors. OncoCyte’s new therapeutic
strategy and goal will be to utilize human embryonic stem cell technology to
create genetically modified stem cells capable of homing to specific malignant
tumors while carrying genes that can cause the destruction of the cancer
cells. There is no assurance that OncoCyte will be successful in
developing any such new technology or stem cell products, or that any technology
or products that may be developed will be proven safe and effective in treating
cancer in humans or be successfully commercialized.
Section
7 - Regulation FD
Item
7.01 - Regulation FD Disclosure
The press
release filed as Exhibit 99.1 is incorporated by reference.
Section
9-Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
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Exhibit Number
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Description
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Press
Release Dated October 15, 2009
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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: October
15, 2009
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By
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/s/ Steven A. Seinberg
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Chief
Financial Officer
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Exhibit Number
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Description
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99.1
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Press
Release Dated October 15, 2009
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4
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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NEW
BIOTIME SUBSIDIARY, ONCOCYTE CORPORATION, RECEIVES $2 MILLION
EQUITY
FINANCING TO DEVELOP CANCER TREATMENTS USING STEM CELL TECHNOLOGY
Agreement
Provides Investor Option for an Additional $2 Million Investment within Six
Months
ALAMEDA, CA, October 15, 2009 –
BioTime, Inc. (OTCBB: BTIM) announced today that it has organized a new
subsidiary, OncoCyte Corporation, for the purpose of developing novel
therapeutics for the treatment of cancer based on stem cell technology. BioTime
will license certain technology to the new company restricted to the field of
cell-based cancer therapies, including early patent filings on targeting stem
cells to malignant tumors. A private investor has purchased 3,000,000
common shares of OncoCyte for $2 million, representing an initial 15% stake in
the new company, and the investor has the option of purchasing an additional
3,000,000 common shares for $2 million on or before April 15, 2010, based on an
agreed initial market cap of approximately $15,000,000.
OncoCyte’s
new therapeutic strategy and goal will be to utilize human embryonic stem cell
technology to create genetically modified stem cells capable of homing to
specific malignant tumors while carrying genes that can cause the destruction of
the cancer cells. This therapeutic use of human embryonic stem cells
differs from most proposed industrial uses of stem cell technology in that
OncoCyte’s goal is not the stable engraftment of the cells to regenerate tissue
function, but rather a use of the unique properties of stem cells as a tool to
eliminate malignant cells.
“Cancer
is the second leading cause of death in the United States,” said David Jin,
M.D., Ph.D., OncoCyte’s new Chief Medical Officer. “The ability of human
embryonic stem cells to be genetically modified and then transformed into any of
the cells of the human body may provide a cell-based strategy to targeting and
destroying particularly intractable forms of human cancer, such as metastatic
breast, lung, prostate, cervical, pancreatic tumors.”
“There is
a wide array of novel and potentially valuable therapies possible with human
embryonic stem cell technology,” said Michael West, Ph.D., BioTime’s CEO.
“OncoCyte is part of BioTime’s strategy to create value for our shareholders by
forming subsidiaries focused on specific therapeutic applications of stem cell
technologies. We previously organized our first subsidiary, Embryome Sciences,
Inc., to bring BioTime relatively near-term revenues through the sale of our
products into the research market. Embryome Sciences will co-market
certain stem cell research products with Millipore
Corporation. Similarly, our formation of BioTime Asia offers the
possibility of accelerating the commercialization of diverse therapeutic and
research applications of stem cells in the People’s Republic of
China.”
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 markets 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 volume 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 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 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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