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
24, 2008
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
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 our 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.
Section
1 - Registrant’s Business and Operations
Item 1.01 - Entry into a Material
Definitive Agreement.
On June 24, 2008, we,
along with our subsidiary, Embryome Sciences, Inc., entered into a
Product Production and Distribution Agreement with Lifeline Cell Technology, LLC
for the production and marketing of embryonic progenitor cells or progenitor
cell lines, and products derived from those embryonic progenitor
cells. The products developed under our agreement with Lifeline will
be produced and sold for research purposes, such as drug discovery and drug
development uses. We plan to sell the products to researchers at
universities and other institutions, to companies in the bioscience and
biopharmaceutical industries, and to companies that provide research products to
companies in those industries.
Proceeds
from the sale of products will be shared by Embryome Sciences and Lifeline in
different percentages depending upon a number of factors, including the
relationship between the customer and Lifeline, and whether the product was
produced for distribution solely by one party or whether it was jointly
produced. Under the agreement, it is expected that Embryome Sciences
will participate in the production of all products, and Lifeline may also
produce products for distribution in collaboration with Embryome Sciences under
certain circumstances.
The
proceeds from the sale of products to certain distributors with which Lifeline
has a pre-existing relationship will be shared equally by Embryome Sciences and
Lifeline, after deducting royalties payable to licensors of the technology used,
and certain production and marketing costs. The proceeds from products produced
for distribution by both Embryome Sciences and Lifeline, and products produced
by one party at the request of the other party, will be shared in the same
manner. Proceeds from the sale of other products, which are produced
for distribution by one party, generally will be shared 90% by the party that
produced the product for distribution, and 10% by the other party after
deducting royalties payable to licensors of technology used. In the
case of the sale of these products, the party that produces the product and
receives 90% of the sales proceeds will bear all of the production and marketing
costs of the product.
The
products will be produced using technology and stem cell lines we licensed from
Wisconsin Alumni Research Foundation (“WARF”), technology developed by Embryome
Sciences, technology developed by Lifeline, and technology licensed by Lifeline
from Advanced Cell
2
Technology,
Inc. We or Embryome Sciences will pay royalties to WARF, and Lifeline
will pay royalties to Advanced Cell Technology, for the use of the licensed
technology and stem cells.
We paid
Lifeline $250,000 to facilitate their product production and marketing
efforts. We will be entitled to recover that amount from the share of
product sale proceeds that otherwise would have been allocated to
Lifeline.
Our
agreement with Lifeline will terminate in 20 years or upon the expiration of the
last to expire of the patents covering any products produced under the agreement
or covering the licensed technology that Embryome Sciences and Lifeline will use
to produce products, whichever is later.
Section
7 - Regulation FD
Section
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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99.1
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Press
Release dated June 25, 2008
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3
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: June
25, 2008
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By /s/
Steven A. Seinberg
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Chief
Financial Officer
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4
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Exhibit
Number
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Description
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99.1
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Press
Release dated June 25, 2008
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5
Exhibit
99.1
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BioTime,
Inc.
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1301
Harbor Bay Parkway
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|
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Alameda,
CA 94502
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||
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Tel:
510-521-3390
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||
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Fax:
510-521-3389
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||
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www.biotimeinc.com
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BioTime,
Inc. and Embryome Sciences, Inc. Sign Agreement with
International
Stem Cell Corporation to Provide Unique Human
Stem
Cell Lines for Research Use
ALAMEDA, CA, June 25, 2008 – BioTime, Inc.,
(OTCBB: BTIM) and BioTime’s wholly-owned subsidiary Embryome Sciences, Inc.,
have signed a manufacturing and distribution agreement with International Stem
Cell Corporation (OTCBB: ISCO) through its wholly-owned subsidiary Lifeline Cell
Technology (Lifeline) to jointly produce and distribute hundreds of new
standardized human and animal stem cell lines, along with corresponding
data and reagents. The mutual goal is to provide the “picks and
shovels” for scientists mining the stem cell field for therapeutics in the
emerging field of regenerative medicine and pharmaceutical drug
discovery.
These
unique stem cell lines (called “progenitor” cell lines) possess the potential to
expand and become specific types of tissues and cells such as heart, skeletal
muscle, bone, retinal, nerve, pancreas and others – all necessary to study
various human diseases where regenerative medicine shows great
promise.
“There is
a large opportunity in providing high quality progenitor cell lines and other
basic research tools for use in stem cell research and drug discovery,
especially since $3 billion in research funds for California’s Proposition 71
are now becoming available. International Stem Cell’s and BioTime’s
combined strengths and technologies, and our ability to move quickly put us in
an excellent position in this emerging market.” said Jeffrey Janus, President of
International Stem Cell and CEO of Lifeline. “We are fortunate to
work with Dr. Michael West, CEO of BioTime and Embryome Sciences. Dr.
West has established the field of “embryomics” which is the science of
characterizing all of the complex cell types that can be derived from human
embryonic stem (hES) cells. Dr. West’s expertise, along with International Stem
Cell’s experience in manufacturing standardized human cells and reagents is a
spectacular opportunity to become a leading provider of the next generation of
tools for stem cell research.”
According
to Dr. West, “While many have focused on the therapeutic opportunities of hES
cells, and the generous $3 billion of funding provided by the State of
California to fund this research, we believe that the greatest rate of return on
investment may be in commercializing research products. We intend to
win the race to profitability in this important field of medicine.”
Under the
collaborative production and manufacturing agreement, the parties intend to
manufacture ESpyTM
cell lines (derivatives of hES cells that send beacons of light in
response
to the
activation of particular genes), as well as a host of supplies scientists will
utilize in the field of stem cell research. The progenitor cell lines
will be produced and distributed in joint efforts utilizing Embryome Sciences’
proprietary “Embryomics™” technology, International Stem Cell’s proprietary
parthenogenetic stem cell lines derived from unfertilized human eggs and
technology and approved hES cell lines licensed from the Wisconsin Alumni
Research Foundation (WARF). Data on these lines will be presented on
Embryome Sciences’ future Embryome.com online database. International
Stem Cell will contribute its manufacturing and quality control expertise backed
by a staff with over 150 years of experience in the field.
Embryome
Sciences also plans to develop and market other products for use by stem cell
researchers, including growth and differentiation factors that can permit
researches to manufacture specific cell types from embryonic stem cells, and
purification tools useful to researchers in quality control of products for
regenerative medicine. In addition to its own products, Embryome
Sciences plans to market with Lifeline proprietary cell growth media optimized
for the growth of human embryonic progenitor cells, as a product line called
ESpanTM.
About
BioTime, Inc. (BTIM.OB):
BioTime, headquartered in Alameda, California, develops blood plasma volume
expanders, blood replacement solutions for hypothermic (low temperature)
surgery, organ preservation solutions, and technology for use in surgery,
emergency trauma treatment and other applications. BioTime's lead product
Hextend is manufactured and distributed in the U.S. by Hospira, Inc. and in South Korea by CJ Corp. under exclusive licensing
agreements. BioTime has recently entered the field of regenerative medicine
through its wholly owned subsidiary Embryome Sciences, Inc. where it plans to
develop new medical and research products using embryonic stem cell technology.
Additional information about BioTime can be found on the web at www.biotimeinc.com. Hextend®, PentaLyte®, HetaCool®,
EmbryomicsTM, ESpyTM, and ESpanTM are trademarks of BioTime,
Inc.
About
International Stem Cell Corporation (ISCO.OB):
International Stem Cell Corporation
(ISCO) is a California biotechnology company focused on
developing therapeutic and research products. ISCO’s technology, Parthenogenesis, results in the creation of
pluripotent human stem cell lines from unfertilized human eggs. ISCO
scientists also have created the first Parthenogenetic homozygous stem cell line
(phSC-Hhom-4) that can be a source of therapeutic
cells that will not be immune rejected after
transplantation into millions of individuals of differing sexes, ages and racial
groups. These advancements offer the potential
to create the first true “Stem Cell Bank” and address ethical issues by
eliminating the need to use or destroy fertilized embryos. ISCO also produces
and markets specialized cells and growth media worldwide for therapeutic
research through its subsidiary Lifeline Cell Technology. For more information,
visit the ISCO website at: www.internationalstemcell.com.
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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 subsidiary, 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
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receive ongoing BioTime corporate communications, please click on the following
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