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): January 7, 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:
¨ 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
7 - Regulation FD
Item
7.01 - Regulation FD Disclosure
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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99.1
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Press
Release Dated January 7, 2010
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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: January
7, 2010
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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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Press
Release Dated January 7, 2010
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2
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
Subsidiary OncoCyte Corporation Receives
Second
$2,000,000 Equity Tranche;
BioTime
Plans Additional $2,250,000 Investment
ALAMEDA, CA, January 7, 2010 –
BioTime, Inc. (NYSE Amex: BTIM) announced that its subsidiary OncoCyte
Corporation has completed the funding of the second tranche of a private equity
offering through the sale of 3,000,000 shares of OncoCyte common stock for
$2,000,000 to a private investor. BioTime plans to invest an
additional $2,250,000 of its own cash in OncoCyte during the first quarter of
2010. OncoCyte plans to use these funds to accelerate its research
efforts and to further develop its management team, staff, and
business.
OncoCyte’s
therapeutic strategy and goal is 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. OncoCyte believes that its unique
therapeutic strategy may be well-suited to the treatment of certain cancers for
which no current therapies are effective, therefore fulfilling a current high
unmet medical need.
OncoCyte
is also organizing a Scientific Advisory Board of accomplished cancer physicians
and researchers to provide advice and support for OncoCyte's scientific research
and product development activities. The initial members of the
Scientific Advisory Board are Daopei Lu, M.D., Frank McCormick, Ph.D., W.
Michael Korn, M.D., and Evan Y. Snyder, M.D., Ph.D.
In order
to fund its planned additional investment of $2,250,000 in OncoCyte, and to fund
other new opportunities, BioTime also announced today that it plans to offer
holders of its common share purchase warrants listed on the NYSE Amex the
opportunity, for a limited period of time, to exercise up to 3,000,000 warrants
at a price of $1.70 per share, which represents a discount of $0.30 from the
regular warrant exercise price of $2.00 per share. After the
expiration of the discount offer, the exercise price of the warrants will revert
to $2.00 per share. The commencement and expiration dates of the
warrant discount offer have not yet been determined. A post-effective
amendment to a registration statement relating to the warrants and the discount
offer has been filed with the Securities and Exchange Commission but has not yet
become effective. The warrant discount offer will not commence until
the post-effective amendment to the registration statement becomes
effective.
About
Daopei Lu, M.D.
Professor
Daopei Lu, M.D. served as director of Peking University Institute of Hematology
from 1981-2005. Dr. Lu was elected as a permanent member
(academician) of Chinese Academy of Engineering, was elected as a member of the
second presidium of CAE. He is a member of Academic Committee of
Peking University Health Science Center; Chair of Hematology at Peking
University Health Science Center; a member of the Standing Committee of the
Chinese Medical Association; Chairman of the Committee of Medical Nomenclature;
President of the Chinese Society of Hematology CMA; and Chairman of the
Committee of Hematologic Malignancies of the CACA. In 2002, Dr. Lu
was elected to be the vice president of Asian Hematology Association, and he was
the Chairman of the 11th Congress of International Society of Hematology-Asian
Pacific Division. Dr. Lu is a prolific writer and medical researcher
with publication of more than 300 peer-reviewed articles, reviews and book
chapters.
About
Frank McCormick, Ph.D.
Frank
McCormick, Ph.D., F.R.S., is the Director of the University of California, San
Francisco Helen Diller Family Comprehensive Cancer Center, and is the David A.
Wood Distinguished Professor of Tumor Biology and Cancer Research and the E.
Dixon Heise Distinguished Professorship in Oncology, and Associate Dean of the
UCSF School of Medicine. Before assuming his current affiliation with
UCSF, Dr. McCormick was the founder and chief scientific officer at Onyx
Pharmaceuticals. He also previously served as vice president of
research at Chiron Corporation, and vice president of research at Cetus
Corporation. Dr. McCormick received his Bachelor of Science degree in
biochemistry from the University of Birmingham, England and his Ph.D. in
biochemistry from the University of Cambridge, England. Dr. McCormick
has received numerous awards in recognition of his contributions to the field of
cancer research, authored more than 200 scientific publications and edited five
books, and holds 21 patents.
About
W. Michael Korn, M.D.
W.
Michael Korn, M.D. is an Associate Professor in Medicine at the University of
California at San Francisco specializing in Gastroenterology and Medical
Oncology. He is Co-Director of the Center of Molecular Oncology at
the USCF Helen Diller Family Comprehensive Cancer Center, where technologies for
molecular tumor characterization are being used in the development of
personalized cancer treatment protocols. Dr. Korn is also a
physician-scientist trained in medical oncology and
gastroenterology. Dr. Korn founded Targeted Therapeutics Consulting,
Inc., an information technology company focused on the development of
web-accessible databases (including CuraBase.com) for biomedical
applications. Dr. Korn is the principal investigator on various
NIH-funded research projects, focusing on target identification in pathways
down-stream of RAS
using system-biology and mathematical modeling approaches. Dr. Korn’s
work has been published in prestigious scientific publications.
About
Evan Y. Snyder, M.D., Ph.D.
Evan Y.
Snyder is Professor and Director of the Program in Stem Cell & Regenerative
Biology at the Burnham Institute for Medical Research in La Jolla, California.
He was the founding director of the Stem Cell Research Center and initiated the
Southern California Stem Cell Consortium. He is the principal investigator on
numerous grants from CIRM (California Institute for Regenerative Medicine),
including a $20 million disease-specific research grant focused on targeting
stem cells to tumors to elicit their destruction. He received his M.D. and Ph.D.
degrees at the University of Pennsylvania. Prior to his appointment
at the Burnham Institute, he was Chief Resident in Medicine and Chief Resident
in Neurology at Harvard Medical School.
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. BioTime’s subsidiary OncoCyte Corporation focuses on the
therapeutic applications of stem cell technology in cancer. BioTime
also plans to develop therapeutic products in China for the treatment of
ophthalmologic, skin, musculo-skeletal system and hematologic diseases,
including the targeting of genetically modified stem cells to tumors as a novel
means of treating currently incurable forms of cancer through its subsidiary
BioTime Asia. 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:
Judith
Segall, BioTime, Inc.
jsegall@biotimemail.com
510-521-3390,
ext 301
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