==================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
_X_ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
__TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from___________ to __________
Commission file number 1-12830
BioTime, Inc.
(Exact name of registrant as specified in its charter)
California 94-3127919
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
935 Pardee Street, Berkeley, California 94710
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 845-9535
Securities registered pursuant to Section 12(b) of the Act:
Common Shares, no par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_ No___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The approximate aggregate market value of voting stock held by
nonaffiliates of the registrant was $31,118,452 as of March 25, 2002. Shares
held by each executive officer and director and by each person who beneficially
owns more than 5% of the outstanding Common Shares have been excluded in that
such persons may under certain circumstances be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.
11,627,316
(Number of Common Shares outstanding as of March 7, 2002)
Documents Incorporated by Reference
None
Item 6. Selected Financial Data.
The selected financial data as of, and for the periods ended, December 31,
2001, 2000, 1999 and 1998, and June 30, 1998 and 1997 presented below have been
derived from the audited financial statements of the Company. The selected
financial data should be read in conjunction with the Company's financial
statements and notes thereto and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere herein.
Statement of Operations Data:
Year Ended Six Months
December 31, Ended Year Ended Year Ended
-------------------------------------- December 31, June 30, June 30,
2001 2000 1999 1998 1998 1997
------------ ------------ ------------ ------------ ------------ --------------
REVENUE:
License fee $ - $ - $ 1,037,500 $ 250,000 $ 1,150,000 $ 62,500
Royalty from
product sale 151,917 52,492 - - - -
------------------------- ------------ ------------ ------------ --------------
Total revenue 151,917 52,492 1,037,500 250,000 1,150,000 62,500
------------------------- ------------ ------------ ------------ --------------
EXPENSES:
Research and
development (1,685,168) (3,362,841) (4,900,521) (1,723,860) (3,048,775) (2,136,325)
General and
administrative (1,961,342) (1,779,931) (1,896,690) (710,131) (1,849,312) (1,209,546)
------------------------- ------------ ------------ ------------ --------------
Total expenses (3,646,510) (5,142,772) (6,797,211) (2,433,991) (4,898,087) (3,345,871)
------------------------- ------------ ------------ ------------ --------------
INTEREST EXPENSE
AND OTHER INCOME:
Interest expense (278,576) - - - - -
Other income 114,344 165,256 279,827 89,513 294,741 189,161
------------ ------------ ------------ ------------ ------------ --------------
Total interest
expense and
other income (164,232) 165,256 279,827 89,513 294,741 189,161
------------ ------------ ------------ ------------ ------------ --------------
NET LOSS $ (3,658,825)$(4,925,024) $(5,479,884) $(2,094,478) $(3,453,346) $ (3,094,210)
============ ============ ============ ============ ============ ==============
BASIC AND DILUTED
LOSS PER SHARE $ (0.32) (0.44) (0.51) (0.21) (0.35) $ (0.35)
============ =========== ============ ============ ============ ==============
COMMON AND
EQUIVALENT SHARES
USED IN COMPUTING PER
SHARE
AMOUNTS:
BASIC AND DILUTED 11,562,108 11,042,087 10,688,100 10,008,468 9,833,156 8,877,024
============ =========== ============ ============ ============ ===============
Balance Sheet Data:
December 31, December 31, December 31, December 31, June 30, June 30,
2001 2000 1999 1998 1998 1997
-------------- -------------- -------------- -------------- ------------- ------------
Cash, cash equivalents
and short term
investments $ 1,652,748 $ 1,318,338 $ 5,292,806 $ 2,429,014 $ 4,105,781 $ 7,811,634
Working Capital 1,452,832 1,081,237 4,804,579 2,157,578 3,724,663 6,846,575
Total assets 1,941,375 1,677,484 5,678,644 2,809,455 4,641,780 8,297,774
Shareholders' equity (99,094) 1,317,735 5,083,132 2,384,752 4,014,750 6,536,106
24
Item 8. Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
Pages
-----
Independent Auditors' Report 36
Balance Sheets As of December 31, 2001 and
December 31, 2000 37
Statements of Operations For the Years Ended
December 31, 2001, December 31, 2000, and December 31, 1999
and the Period From Inception (November 30, 1990) to
December 31, 2001 38
Statements of Shareholders' Equity (Deficit) For the Years Ended
December 31, 2001, December 31, 2000, and December 31, 1999, and
the Period From Inception (November 30, 1990) to December 31, 2001 39-41
Statements of Cash Flows For the Years Ended December 31, 2001,
December 31, 2000, and December 31, 1999,
and the Period From Inception (November 30, 1990) to
December 31, 2001 42-43
Notes to Financial Statements 44-55
35
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders
BioTime, Inc.:
We have audited the accompanying balance sheets of BioTime, Inc. (a development
stage company) as of December 31, 2001 and 2000, and the related statements of
operations, shareholders' equity (deficit) and cash flows for the years ended
December 31, 2001, 2000, and 1999, and the period from November 30, 1990
(inception) to December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of BioTime, Inc. as of December 31, 2001 and
2000, and the results of its operations and its cash flows for the years ended
December 31, 2001, 2000 and 1999, and the period from November 30, 1990
(inception) to December 31, 2001, in conformity with accounting principles
generally accepted in the United States of America.
The Company is in the development stage as of December 31, 2001. As discussed in
Note 1 to the financial statements, successful completion of the Company's
product development program and, ultimately, the attainment of profitable
operations is dependent upon future events, including maintaining adequate
financing to fulfill its development activities, obtaining regulatory approval
for products ultimately developed, and achieving a level of revenues adequate to
support the Company's cost structure.
/s/DELOITTE & TOUCHE LLP
San Francisco, California
February 16, 2002
(March 27, 2002 as to Note 9 and the fourth paragraph of Note 1)
36
BIOTIME, INC.
(A Development Stage Company)
BALANCE SHEETS
December 31, December 31,
2001 2000
----------------- ----------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,652,748 $ 1,318,338
Prepaid expenses and other current assets 109,431 122,648
----------------- ----------------
Total current assets 1,762,179 1,440,986
----------------- ----------------
EQUIPMENT, Net of accumulated depreciation of $409,331 and $352,104 167,946 226,598
DEPOSITS AND OTHER ASSETS 11,250 9,900
----------------- ----------------
TOTAL ASSETS $ 1,941,375 $ 1,677,484
================= ================
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 309,347 $ 359,749
COMMITMENTS (Note 6)
DEBENTURES, net of discount of $1,618,878 1,731,122
SHAREHOLDERS' EQUITY (DEFICIT):
Preferred Shares, no par value, undesignated as to Series,
authorized 1,000,000 shares; none outstanding in 2001 and 2000 (Note 4)
Common Shares, no par value, authorized 40,000,000 shares; issued and
outstanding shares; 11,627,316 in 2001 and 11,426,604 in 2000 (Note 4 ) 30,602,003 28,360,007
Contributed Capital 93,972 93,972
Deficit accumulated during development stage (30,795,069) (27,136,244)
----------------- ----------------
Total shareholders' equity (deficit) (99,094) 1,317,735
----------------- ----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) $ 1,941,375 $ 1,677,484
================= ================
See notes to financial statements.
37
BIOTIME, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Year Ended
December 31, Period from Inception
---------------------------------------- (November 30, 1990)
2001 2000 1999 to December 31, 2001
------------ ------------ ------------ --------------------
REVENUE:
License fee $ - $ - $ 1,037,500 $ 2,500,000
Royalty from product sales 151,917 52,492 - 204,409
------------ ------------ ------------ ---------------
Total revenue 151,917 52,492 1,037,500 2, 704,409
------------ ------------ ------------ ---------------
EXPENSES:
Research and development (1,685,168) (3,362,841) (4,900,521) (21,630,518)
General and administrative (1,961,342) (1,779,931) (1,896,690) (13,427,727)
------------ ------------ ------------ ---------------
Total expenses (3,646,510) (5,142,772) (6,797,211) (35,058,245)
------------ ------------ ------------ ---------------
INTEREST EXPENSE AND OTHER
INCOME:
Interest expense (278,576) - - (278,576)
Other income 114,344 165,256 279,827 1,862,174
------------ ------------ ------------ ---------------
Total interest expense and other
income (164,232) 165,256 279,827 1,583,598
------------ ------------ ------------ ---------------
NET LOSS (3,658,825) $(4,925,024)$ (5,479,884) $ (30,770,238)
============ ============ ============ ===============
BASIC AND DILUTED LOSS PER SHARE $ (0.32) (0.44) (0.51)
============ ============ ============
COMMON AND EQUIVALENT SHARES
USED IN COMPUTING PER SHARE
AMOUNTS:
BASIC AND DILUTED 11,562,108 11,042,087 10,688,100
============ ============ ============
See notes to financial statements.
38
BIOTIME, INC.
(A Development Stage Company)
STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
Series A Convertible Preferred
Shares Common Shares
---------------------------- ---------------------------------
Number of Number Deficit Accumulated
Shares Amount of Shares Amount Contributed Capital During Development Stage
-------------- ------------ ------------ ------------- ------------------- ------------------------
BALANCE, November 30, 1990
(date of inception) -- -- -- -- -- --
NOVEMBER 1990:
Common shares issued
for cash 1,312,758 $ 263
DECEMBER 1990:
Common shares issued for
stock of a separate entity
at fair value 1,050,210 137,400
Contributed equipment at
appraised value $ 16,425
Contributed cash 77,547
MAY 1991:
Common shares issued for
cash less offering costs 101,175 54,463
Common shares issued for
stock of a separate entity
at fair value 100,020 60,000
JULY 1991:
Common shares issued for
services performed 30,000 18,000
AUGUST-DECEMBER 1991:
Preferred shares issued for
cash less offering costs of
$125,700 360,000 $ 474,300
MARCH 1992:
Common shares issued for
cash less offering costs of
$1,015,873 2,173,500 4,780,127
Preferred shares converted
into common shares (360,000) (474,300) 360,000 474,300
Dividends declared and paid
on preferred shares $ (24,831)
MARCH 1994:
Common shares issued for
cash less offering costs
of $865,826 2,805,600 3,927,074
JANUARY-JUNE 1995:
Common shares repurchased
with cash (253,800) (190,029)
JULY 1995-JUNE 1996:
Common shares issued
for cash 608,697 1,229,670
Common shares repurchased
with cash (18,600) (12,693)
Common shares warrants
and options granted
for services 356,000
NET LOSS (8,064,471)
-------------- ------------ ------------ ------------- --------------- ---------------------
BALANCE AT JUNE 30, 1996 -- $ -- 8,269,560 $10,834,575 $ 93,972 $(8,089,302)
See notes to financial statements. (Continued)
39
BIOTIME, INC.
(A Development Stage Company)
STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
Series A Convertible Preferred
(Continued) Shares Common Shares
---------------------------- ---------------------------------
Number of Number Deficit Accumulated
Shares Amount of Shares Amount Contributed Capital During Development Stage
------------ --------- ----------- ------------- ------------------- ------------------------
JULY 1996 - JUNE 1997:
Common shares issued
for cash less offering
costs of $170,597 849,327 $ 5,491,583
Common shares issued
for cash (exercise of
options and warrants) 490,689 1,194,488
Common shares warrants
and options granted
for service 105,000
JULY 1997 - JUNE 1998:
Common shares issued
for cash (exercise
of options) 337,500 887,690
Common shares warrants
and options granted
for service 38,050
Common shares issued
for services 500 6,250
JULY 1998 - DECEMBER 1998:
Common shares issued
for cash (exercise of
options and warrants) 84,000 395,730
Common shares options
granted for services 50,000
Common shares issued
for services 1,500 18,750
NET LOSS (8,642,034)
------------ --------- ----------- -------------- ------------------- ----------------------
BALANCE AT DECEMBER 31,
1998 - - 10,033,076 19,022,116 93,972 (16,731,336)
Common shares issued
for cash (less offering
costs of $128,024) 751,654 7,200,602
Common shares issued
for cash and exchange
for 2,491 common shares
which were canceled
(exercise of options) 65,509 199,810
Common shares issued
for services 792 9,900
Common shares warrant
donated 552,000
Common shares issued
for cash (exercise of
warrant) 40,000 20,000
Options granted for
services 195,952
NET LOSS (5,479,884)
------------ --------- ----------- ------------- -------------------- ----------------------
BALANCE AT DECEMBER 31,
1999 - $ - 10,891,031 $27,200,380 $93,972 $(22,211,220)
See notes to financial statements. (Continued)
40
BIOTIME, INC.
(A Development Stage Company)
STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
Series A Convertible Preferred
(Continued) Shares Common Shares
--------------------------- -------------------------------- Deficit Accumulated
Number of Contributed During Development
Shares Amount Number of Shares Amount Capital Stage
------------- ------------ --------------- ---------------- -------------- --------------------
Common Shares issued for
services 17,661 $ 131,525
Exercise of Options 51,000 51,000
Exercise of Warrants (less
issuance cost of $36,176) 466,912 864,964
Options granted for services 112,138
NET LOSS (4,925,024)
------------- ------------ -------------- ---------------- ------------- -------------------
BALANCE AT DECEMBER
31, 2000 - $ - 11,426,604 $ 28,360,007 $ 93,972 $(27,136,244)
Common Shares issued for
services 48,890 324,169
Common Shares issued for
cash and exchanged for 9,295
common shares which were
canceled (exercise of options) 74,004 16,488
Common Shares issued for
cash (exercise of warrants) 77,818 182,872
Issuance of warrants in
connection with debt financing 1,850,716
Compensation benefit from
revaluation of warrants (132,249)
NET LOSS (3,658,825)
------------- ------------ -------------- ---------------- ------------- -------------------
BALANCE AT DECEMBER - $ - 11,627,316 $ 30,602,003 $ 93,972 $(30,795,069)
31, 2001
============= ============ ============== ================ ============= ===================
See notes to financial statements. (Concluded)
41
BIOTIME, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Year Ended
December 31, Period from Inception
--------------------------------------------------- (November 30, 1990) to
2001 2000 1999 December 31 , 2001
--------------- ---------------- ----------------- --------------------
OPERATING ACTIVITIES:
Net loss $ (3,658,825) $ (4,925,024) $ (5,479,884) $(30,770,238)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Deferred revenue (187,500) (1,000,000)
Depreciation 63,767 75,458 59,540 415,872
Amortization of debt
discount 231,838 231,838
Cost of donation - warrants 552,000 552,000
Issuance of common shares,
options and warrants in
exchange for services 191,920 243,663 220,574 1,233,484
Supply reserves 200,000
Changes in operating assets
and liabilities:
Research and development
supplies on hand (200,000)
Prepaid expenses and
other current assets 13,218 (15,364) 31,260 (109,431)
Deposits and other assets (1,350) 50,800 (11,250)
Accounts payable and
accrued liabilities (50,402) (235,763) 358,309 309,347
Deferred revenue 1,000,000
--------------- ------------- --------------- -------------------
Net cash used in
operating activities (3,209,834) (4,857,030) (4,394,901) (28,148,378)
--------------- ------------- --------------- -------------------
INVESTING ACTIVITIES:
Sale of investments 197,400
Purchase of short-term
investments (9,946,203)
Redemption of short-term
investments 9,946,203
Purchase of equipment
and furniture (5,116) (33,402) (161,719) (567,392)
--------------- ------------- --------------- -------------------
Net cash used in
investing activities (5,116) (33,402) (161,719) (369,992)
--------------- ------------- --------------- -------------------
FINANCING ACTIVITIES:
Proceeds from issuance
of Warrants and
Debentures 2,350,000 2,350,000
Borrowings under
line of credit 1,000,000 1,000,000
Issuance of preferred
shares for cash 600,000
Preferred shares
placement costs (125,700)
Issuance of common
shares for cash 7,328,626 23,701,732
Common shares
placement costs (36,177) (128,024) (2,216,497)
Net proceeds from exercise
of common share options
and warrants 199,360 952,141 219,810 5,011,589
Contributed capital - cash 77,547
Dividends paid on
preferred shares (24,831)
Repurchase of common shares (202,722)
--------------- ------------- --------------- -------------------
Net cash provided by
financing activities $3,549,360 $915,964 $7,420,412 $30,171,118
--------------- ------------- --------------- -------------------
See notes to financial statements. (Continued)
42
BIOTIME, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Year Ended
December 31, Period from Inception
--------------------------------------------------- (November 30, 1990) to
2001 2000 1999 December 31, 2001
--------------- ---------------- ----------------- ----------------------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 334,410 (3,974,468) 2,863,792 1,652,748
CASH AND CASH EQUIVALENTS:
At beginning of period 1,318,338 5,292,806 2,429,014 --
--------------- ------------- --------------- -------------------
At end of period $ 1,652,748 $ 1,318,338 $ 5,292,806 $ 1,652,748
=============== ============= =============== ===================
NONCASH FINANCING AND
INVESTING ACTIVITIES:
Receipt of contributed
equipment $ 16,425
Issuance of common shares
in exchange for shares of
common stock of Cryomedical
Sciences, Inc. in a stock-
for-stock transaction $ 197,400
Conversion of line-of-credit
to debentures $ 1,000,000 -- -- $ 1,000,000
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Cash paid for interest $ -- -- -- --
Cash paid for income taxes $ -- -- -- --
See notes to financial statements. (Concluded)
43
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
General - BioTime, Inc. (the Company) was organized November 30, 1990 as a
California corporation. The Company is a biomedical organization, currently in
the development stage, which is engaged in the research and development of
synthetic plasma expanders, blood volume substitute solutions, and organ
preservation solutions, for use in surgery, trauma care, organ transplant
procedures, and other areas of medicine.
Development Stage Enterprise - Since inception, the Company has been engaged in
research and development activities in connection with the development of
synthetic plasma expanders, blood volume substitute solutions and organ
preservation products. The Company has limited operating revenues and has
incurred net losses of $30,770,238 from inception to December 31, 2001. The
successful completion of the Company's product development program and,
ultimately, achieving profitable operations is dependent upon future events
including maintaining adequate capital to finance its future development
activities, obtaining regulatory approvals for the products it develops and
achieving a level of revenues adequate to support the Company's cost structure.
The Company's operations are subject to a number of factors that can affect its
operating results and financial condition. Such factors include but are not
limited to the following: the results of clinical trials of the Company's
products; the Company's ability to obtain United States Food and Drug
Administration and foreign regulatory approval to market its products;
competition from products manufactured and sold or being developed by other
companies; the price of and demand for Company products; the Company's ability
to obtain additional financing and the terms of any such financing that may be
obtained; the Company's ability to negotiate favorable licensing or other
manufacturing and marketing agreements for its products; the availability of
ingredients used in the Company's products; and the availability of
reimbursement for the cost of the Company's products (and related treatment)
from government health administration authorities, private health coverage
insurers and other organizations.
Certain Significant Risks and Uncertainties - At December 31, 2001, BioTime had
$ 1,652,748 of cash on hand, and has implemented cost savings and expenditure
limitation measures. The Company needs additional capital and greater revenues
to continue its current operations, to begin clinical trials of PentaLyte, and
to conduct its planned product development and research programs. On March 27,
2002, the Company received a new $300,000 line of credit (see Note 9). The
Company has also retained certain investment bankers on a non-exclusive basis to
assist the Company in raising capital. However, sales of additional equity
securities could result in the dilution of the interests of present
shareholders. The Company is also continuing to seek new agreements with
pharmaceutical companies to provide product and technology licensing fees and
royalties. The availability and terms of equity financing and new license
agreements are uncertain. The unavailability or inadequacy of additional
financing or future revenues to meet capital needs could force the Company to
modify, curtail, delay or suspend some or all aspects of its planned operations.
However, management believes its existing cash and available credit are
sufficient to allow the Company to operate through December 31, 2002.
44
2. SIGNIFICANT ACCOUNTING POLICIES
Financial Statement Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Such management estimates include certain accruals.
Actual results could differ from those estimates.
Revenue recognition - In April 1997, BioTime and Abbott Laboratories ("Abbott")
entered into an Exclusive License Agreement (the "License Agreement") under
which BioTime granted to Abbott an exclusive license to manufacture and sell
BioTime's proprietary blood plasma volume expander solution Hextend in the
United States and Canada for certain therapeutic uses.
Under the License Agreement, Abbott has paid the Company $2,500,000 of license
fees based upon achievement of specified milestones. Such fees have been
recognized as revenue as the milestones were achieved. Up to $37,500,000 of
additional license fees will be payable based upon annual net sales of Hextend
at the rate of 10% of annual net sales if annual net sales exceed $30,000,000 or
5% if annual net sales are between $15,000,000 and $30,000,000. Abbott's
obligation to pay license fees on sales of Hextend will expire on the earlier of
January 1, 2007 or, on a country by country basis, when all patents protecting
Hextend in the applicable country expire or any third party obtains certain
regulatory approvals to market a generic equivalent product in that country.
In addition to the license fees, Abbott will pay the Company a royalty on annual
net sales of Hextend. The royalty rate will be 5% plus an additional .22% for
each increment of $1,000,000 of annual net sales, up to a maximum royalty rate
of 36%. Abbott's obligation to pay royalties on sales of Hextend will expire in
the United States or Canada when all patents protecting Hextend in the
applicable country expire and any third party obtains certain regulatory
approvals to market a generic equivalent product in that country.
The Company recognizes such revenues in the quarter in which the sales report is
received, rather than the quarter in which the sales took place, as the Company
does not have sufficient sales history to accurately predict quarterly sales.
Revenues for the year ended December 31, 2001 include royalties on sales made by
Abbott during the twelve months ended September 30, 2001. Royalties on sales
made during the fourth quarter of 2001 will not be recognized by the Company
until the first quarter of fiscal year 2002. Royalties on sales made during the
quarter ended December 31, 2001 were not material to BioTime's financial
results.
Abbott has agreed that the Company may convert Abbott's exclusive license to a
non-exclusive license or may terminate the license outright if certain minimum
sales and royalty payments are not met. In order to terminate the license
outright, BioTime would pay a termination fee in an amount ranging from the
milestone payments made by Abbott to an amount equal to three times prior year
net sales, depending upon when termination occurs. Management believes that the
probability of payments of any termination fee by the Company is remote.
Cash and cash equivalents - The Company considers all highly liquid investments
purchased with an original maturity of three months or less to be cash
equivalents.
Concentration of credit risk - Financial instruments that potentially subject
the Company to significant concentrations of credit risk consist primarily of
cash and cash equivalents. The Company limits the amount of credit exposure of
cash balances by maintaining its accounts in high credit quality financial
institutions.
45
Equipment is stated at cost or, in the case of donated equipment, at fair market
value. Equipment is being depreciated using the straight-line method over a
period of thirty-six to eighty-four months.
Patent costs associated with obtaining patents on products being developed are
expensed as research and development expenses when incurred. These costs totaled
$343,501, $215,424 and $160,221 for the years ended December 31, 2001, 2000 and
1999, respectively, and cumulatively, $1,220,209 for the period from inception
(November 30, 1990) to December 31, 2001.
Research and development costs are expensed when incurred and consist
principally of salaries, payroll taxes, research and laboratory fees, hospital
and consultant fees related to clinical trials, and the Company's PentaLyte
solution for use in human clinical trials.
Income Taxes - The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes," which prescribes the use of the asset and liability method whereby
deferred tax asset or liability account balances are calculated at the balance
sheet date using current tax laws and rates in effect. Valuation allowances are
established when necessary to reduce deferred tax assets when it is more likely
than not that a portion or all of the deferred tax assets will not be realized.
Stock-based compensation - The Company grants stock options for a fixed number
of shares to employees with an exercise price equal to the fair value of the
shares at the date of grant. The Company accounts for employee stock-based
compensation in accordance with Accounting Principles Board Opinion No. 25 ("APB
25"), "Accounting for Stock Issued to Employees." The Company accounts for
stock-based awards to nonemployees in accordance with Statement of Financial
Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based
Compensation" and Emerging Issues Task Force (EITF) Issue No. 96-18, "Accounting
for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or
in Conjunction with Selling, Goods, or Services."
Stock split - In October 1997, the Company effected a three-for-one split of its
common shares. All share and per share amounts have been restated to reflect the
stock split for all periods presented.
Net Loss per share - Basic net loss per share is computed by dividing net loss
available to common stockholders by the weighted-average common shares
outstanding for the period. Diluted net loss per share reflects the
weighted-average common shares outstanding plus the potential effect of dilutive
securities or contracts which are convertible to common shares such as options,
warrants, convertible debt, and preferred stock (using the treasury stock
method) and shares issuable in future periods, except in cases where the effect
would be anti-dilutive. Diluted loss per share for the years ended December 31,
2001, 2000, and 1999 exclude any effect from such securities as their inclusion
would be antidilutive.
Comprehensive Loss - Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income," establishes standards for reporting and
displaying comprehensive income and its components (revenues, expenses, gains,
and losses) in a full set of general-purpose financial statements. Comprehensive
loss was the same as net loss for all periods presented.
46
Fair value of financial instruments - The carrying amount of the Company's
long-term debt (debentures) approximates its fair value.
Segment information - The Company operates in the single segment of producing
aqueous based synthetic solutions used in medical applications and is currently
in the development stage of this segment.
Recently issued accounting standards
Derivative instruments and hedging activities - On January 1, 2001, the Company
adopted Statement of Financial Accounting Standards No. 133 ("SFAS 133"),
"Accounting for Derivative Instruments and Hedging Activities." SFAS 133, as
amended, requires that every derivative instrument, including certain derivative
instruments embedded in other contracts, be recorded on the balance sheet at its
fair value. Changes in the fair value of derivatives are recorded each period in
current earnings or other comprehensive income, depending on whether a
derivative is designated as part of a hedge transaction and, if it is, the type
of hedge transaction. SFAS 133, as amended, requires that the Company formally
document, designate, and assess the effectiveness of transactions that receive
hedge accounting. The Company adopted SFAS 133, as amended, on January 1, 2001
and did not elect hedge accounting as defined by SFAS 133. The adoption of this
statement did not have a material impact on the Company's financial position or
results of operations.
Business combinations and goodwill - In June 2001, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 141 (SFAS
141"), "Business Combinations" and Statement of Financial Accounting Standards
No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets." SFAS 141 requires
that all business combinations initiated after June 30, 2001 be accounted for
under the purchase method and addresses the initial recognition and measurement
of goodwill and other intangible assets acquired in a business combination. SFAS
141 addresses the initial recognition and measurement of intangible assets
acquired outside of a business combination and the accounting for goodwill and
other intangible assets subsequent to their acquisition. SFAS 142 provides that
intangible assets with finite useful lives be amortized and that goodwill and
intangible assets with indefinite lives will not be amortized, but will rather
be tested at least annually for impairment. The Company will adopt SFAS 141 and
142 on January 1, 2002. The adoption of this statement will not have a material
impact on the financial statements.
Impairment and disposal of long lived assets - In October 2001, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of Long-Lived
Assets." SFAS 144 supersedes SFAS 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of," and the
accounting and reporting provisions of Accounting Principles Board Opinion No.
30, "Reporting the Results of Operations - - Reporting the Effects of Disposal
of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions, " and addresses financial accounting and
reporting for the impairment of disposal of long-lived assets. The Company will
adopt SFAS 144 on January 1, 2002. The adoption of this statement will not have
a material impact on the financial statements.
47
3. LINE OF CREDIT AND DEBENTURES
During March, 2001, BioTime entered into a one year Revolving Line of Credit
Agreement (the "Credit Agreement") with Alfred D. Kingsley, an investor and
consultant to the Company, under which BioTime could borrow up to $1,000,000 for
working capital purposes at an interest rate of 10% per annum. In consideration
for making the line of credit available, the company issued to Mr. Kingsley a
fully vested warrant to purchase 50,000 common shares at an exercise price of
$8.31. The fair value of this warrant of $254,595 was determined using the
Black-Scholes pricing model with the following assumptions: contractual life of
5 years; risk-free interest rate of 5.50%; volatility of 87.55%; and no
dividends during the expected term. The fair value amount of the warrant was
recorded as deferred financing costs and was being amortized to interest expense
over the term of the Credit Agreement.
In August 2001, the company issued $3,350,000 of debentures to an investor
group. As part of the $3,350,000 debenture issuance, Mr. Kingsley agreed to
convert the $1,000,000 current outstanding balance under the Credit Agreement to
$1,000,000 of debentures and purchased an additional $500,000 of debentures for
cash. On the date of the conversion of the Credit Agreement to the debentures,
the Credit Agreement was terminated, and no additional borrowings are available
under the Credit Agreement. Interest on the debentures is payable at an annual
rate of 10% and is payable semi-annually. The principal amount of the debentures
is due on August 1, 2004. BioTime may prepay the debentures, in whole or in
part, at any time without premium or penalty. Under the terms of the debentures,
BioTime has agreed that commencing October 1, 2001, it will restrict its
quarterly cash payments for operating expenses to not more than $450,000
(excluding interest payable on the debentures) plus the amount of cash revenue
(excluding interest and dividends) it collects for the quarter. This restriction
will expire when the Company obtains at least $5,000,000 in cash through sales
of equity securities or pays off the debenture indebtedness in full. The Company
has also agreed not to pay any cash dividends on or to redeem or repurchase any
of its common shares outstanding until it has paid off the debentures in full.
Investors who purchased the debentures also received warrants to purchase a
total of 515,385 common shares at an exercise price of $6.50. The warrants
expire on August 1, 2004. The total fair value of the warrants of $1,596,124 was
determined using the Black-Scholes option pricing model with the following
assumptions: contractual life of 3 years; risk-free interest rate of 4.04%;
volatility of 88%; and no dividends during the expected term. Of the $3,350,000
of proceeds $1,596,124 was allocated to the warrants which includes the
unamortized portion ($159,122) of the fair value of the warrant issued in
connection with the Credit Agreement. The portion of the proceeds allocated to
the debentures is being accreted to interest expense over the term of the
debentures using the effective interest rate method. The Company has the right
to call the warrants for redemption at a redemption price of $0.01 per share if
the closing price of the Company's common shares equals or exceeds 150% of the
exercise price for fifteen consecutive trading days.
4. SHAREHOLDERS' EQUITY (DEFICIT)
During June 1994, the Board of Directors authorized management to repurchase up
to 200,000 of the Company's common shares at market price at the time of
purchase. A total of 90,800 shares have been repurchased and retired. No shares
have been repurchased since August 28, 1995.
During September 1995, the Company entered into an agreement for financial
advisory services with Greenbelt Corp., a corporation controlled by Alfred D.
Kingsley and Gary K. Duberstein, who are also shareholders of the Company. Under
this agreement the Company issued to the financial advisor warrants
48
to purchase 311,276 Common Shares at a price of $1.93 per share, and the Company
agreed to issue additional warrants to purchase up to an additional 622,549
Common Shares at a price equal to the greater of (a) 150% of the average market
price of the Common Shares during the three months prior to issuance and (b) $2
per share. The additional warrants were issued in equal quarterly installments
over a two year period, beginning October 15, 1995.
Greenbelt has purchased 544,730 Common Shares by exercising some of those
warrants at prices ranging from $1.93 to $2.35 per share. Greenbelt continues to
hold warrants, expiring during April and June 2002, to purchase an aggregate of
155,636 Common Shares at prices ranging from $13.75 to $15.74. The other
warrants have expired unexercised. The number of shares and exercise prices
shown have been adjusted for the Company's subscription rights distributions
during January 1997 and February 1999 and the payment of a stock dividend during
October 1997.
During September 1996, the Company entered into an agreement with an individual
to act as an advisor to the Company. In exchange for services, as defined, to be
rendered by the advisor through September 1999, the Company issued warrants,
with five year terms, to purchase 124,510 common shares at a price of $6.02 per
share. The exercise price and number of common shares for which the warrants may
be exercised are subject to adjustment to prevent dilution in the event of a
stock split, combination, stock dividend, reclassification of shares, sale of
assets, merger or similar transaction. Warrants for 77,775 common shares vested
and became exercisable and transferable when issued; warrants for the remaining
46,735 common shares vested ratably through September 1997 and became
exercisable and transferable as vesting occurred. The estimated value of the
services to be performed is $60,000 and that amount has been amortized over the
three year term of the agreement.
On February 5, 1997, the Company completed a subscription rights offering
raising $5,662,180, through the sale of 849,327 common shares.
During April 1998, the Company entered into a financial advisory services
agreement with Greenbelt Corp. The agreement provided for an initial payment of
$90,000 followed by an advisory fee of $15,000 per month that was paid
quarterly. On August 11, 2000, the Board of Directors approved the renewal and
amendment of this agreement for a period of twelve months ending March 31, 2001.
Under the amended agreement, Greenbelt Corp. received 30,000 common shares in
four quarterly installments of 7,500 shares each. On January 16, 2002, the
agreement was renewed and amended to provide for the issuance of 40,000 common
shares payable in quarterly installments of 10,000 ending on March 31, 2002.
Under the agreement, upon the request of Greenbelt Corp., the Company will file
a registration statement to register the shares for public sale. The Company
recognized $299,175 and $105,000 of stock compensation expense (general &
administrative) during the years ended December 31, 2001 and 2000, respectively,
under the agreement.
On March 9, 1999, the Company completed a subscription rights offering raising
$7,328,626, through the sale of 751,654 common shares.
On July 15, 1999, the Company established the "BioTime Endowment for the Study
of Aging and Low- Temperature Medicine" (the "Endowment") at the University of
California at Berkeley. The endowment will support the research activities of
faculty and researchers in the areas of aging and low temperature medicine. The
initial term of the Endowment shall be for ten years, and upon review, renewed
every five years
49
thereafter. The Company funded the Endowment with $65,000 in cash and a warrant
to the University to purchase 40,000 of the Company's common shares for $0.50
per share. On September 23, 1999, the University of California at Berkeley
exercised its warrant for 40,000 shares. The fair value of the warrant,
estimated to be approximately $552,000, was recognized in research and
development expenses during the year ended December 31, 1999.
5. STOCK OPTION PLAN
The Board of Directors of the Company adopted the 1992 Stock Option Plan (the
"Plan") during September 1992. The Plan was approved by the shareholders at the
1992 Annual Meeting of Shareholders on December 1, 1992. Under the Plan, as
amended, the Company has reserved 1,800,000 common shares for issuance under
options granted to eligible persons. No options may be granted under the Plan
more than ten years after the date the Plan was adopted by the Board of
Directors, and no options granted under the Plan may be exercised after the
expiration of ten years from the date of grant. Under the Plan, options to
purchase common shares may be granted to employees, directors and certain
consultants at prices not less than the fair market value at date of grant for
incentive stock options and not less than 85% of fair market value for other
stock options. These options expire five to ten years from the date of grant and
may be fully exercisable immediately, or may be exercisable according to a
schedule or conditions specified by the Board of Directors or the Option
Committee. During the years ended December 31, 2001, 2000 and 1999, employees
and directors were granted options to purchase 80,000, 48,000 and 33,000 common
shares, respectively, and non-employees were granted options to purchase 50,000,
1,500 and 63,000 shares, respectively. At December 31, 2001, 439,000 shares were
available for future grants under the Option Plan.
Options to purchase 60,000 common shares, granted to consultants in 1999, vest
upon achievement of certain milestones. At December 31, 2001, 5000 options had
vested and 55,000 had not vested. The Company is amortizing into research and
development expense the estimated fair value of such options, subject to
remeasurement at the end of each reporting period, over the period estimated to
achieve such milestones (one to two years). During 2001 the Company recorded a
benefit of $132,249 as a result of the remeasurement of such options. The
Company recorded $203,229 and $171,027 as compensation expense related to these
options during the years ended December 31, 2000 and 1999, respectively. The
Company has $112,166 in unamortized compensation expense at December 31, 2001.
The Company's estimate of compensation cost at December 31, 2001 is based on the
Black-Scholes option pricing model with the following assumptions: contractual
life of 7 years; risk-free interest rate of 5.09%; volatility of 73%; and no
dividends during the expected term.
Option activity under the Plan is as follows:
Weighted
Number of Average Exercise
Shares Price
---------------------- -----------------------
Outstanding, December 31, 1998 (440,500
exercisable at a weighted average price of $5.76) 470,500 $ 5.46
Granted (weighted average fair value of $9.52 per
share) 96,000 11.81
50
Weighted
Number of Average Exercise
Shares Price
----------------------
Exercised (68,000) 12.65
Canceled -- --
----------------------
Outstanding, December 31, 1999 (438,500
exercisable at a weighted average price of $6.33) 498,500 6.98
Granted (weighted average fair value of $7.03 per
share) 52,500 9.95
Exercised (51,000) 1.00
Canceled (30,000) 1.00
----------------------
Outstanding, December 31, 2000 470,000 8.34
Granted (weighted average fair value of $3.81 per
share) 150,000 6.30
Exercised (60,799) 1.21
Canceled (73,500) 7.15
----------------------
Outstanding, December 31, 2001 485,701 8.78
======================
Additional information regarding options outstanding as of December 31, 2001 is
as follows:
Options Outstanding Options Exercisable
------------------------- ----------------------------------------
Weighted Avg.
Remaining
Range of Number Contractual Life Weighted Avg. Number Weighted Avg.
Exercise Prices Outstanding (yrs) Exercise Price Exercisable Exercise Price
- -------------------- --------------- -------------------- -------------------- --------------- ------------------
$1.13 38,701 2.42 $1.13 38,701 $1.13
4.92-8.81 153,500 4.56 6.15 153,500 6.15
9.00-13.00 274,500 2.88 10.68 219,500 10.61
18.25 19,000 0.90 18.25 19,000 18.25
--------------- ---------------
$1.0-$18.25 485,701 3.30 $8.78 430,701 $8.40
=============== ===============
51
Had compensation cost for employee options granted in 2001, 2000, and 1999 under
the Company's Option Plan been determined based on the fair value at the grant
dates, as prescribed in Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation," the Company's net loss and pro forma
net loss per share would have been as follows:
Year Ended December 31,
-----------------------
2001 2000 1999
---- ---- ----
Net Loss:
As reported $3,658,825 $4,925,024 $5,479,884
Pro forma $3,971,595 $5,103,989 $5,706,878
Basic and diluted net loss:
As reported $0.32 $0.44 $0.51
Pro forma $0.34 $0.46 $0.54
The fair value of each option grant is estimated using the Black-Scholes option
pricing model with the following assumptions during the applicable period:
2001 2000 1999
---- ---- ----
Average risk-free rate of return 4%-5% 6.72% 5.99%
Weighted average expected option life 5 years 5 years 5 years
Volatility rate 45%-60% 87.4% 84.7%
Dividend yield 0% 0% 0%
6. COMMITMENTS AND CONTINGENCIES
The Company has an employment agreement with one officer who is also a
shareholder, for a five-year term, which expires in April 2002. This agreement
provides for a base salary with annual increases. The agreement also provides
that in the event the officer's employment terminates, voluntarily or
involuntarily, after a change in control of the Company through an acquisition
of voting stock or assets, or a merger or consolidation with another corporation
or entity, the officer will be entitled to severance payments equal to the
greater of (a) 2.99 times the average annual compensation for the preceding five
years or (b) the balance of the base salary for the unexpired portion of the
term of the employment agreement. This officer/shareholder has signed an
intellectual property agreement with the Company as a condition of employment.
The Company occupies its office and laboratory facility in Berkeley, California
under a lease that will expire on March 31, 2004. The Company presently occupies
approximately 8,890 square feet of space with a
52
monthly rent of $11,024. The rent increases annually by the greater of 3% and
the increase in the local consumer price index, subject to a maximum annual
increase of 7%. Due to an increase in the local consumer price index of only
1.8% over the period defined in the lease agreement, rent will only be increased
by the minimum amount of 3% (yielding a new rent, payable beginning with the
month of April, 2002, of $11,355). Rent expense totaled $122,096, $113,600 and
$91,796 for the years ended December 31, 2001, 2000 and 1999, respectively.
7. INCOME TAXES
The primary components of the net deferred tax asset are:
Year Ended Year Ended
December 31, December 31,
2001 2000
----------------- ----------------
Deferred Tax Asset:
Net operating loss carryforwards $ 14,056,615 $ 11,938,185
Research & Development Credits 1,224,065 873,269
Other, net 81,466 (100,841)
----------------- ----------------
Total 15,362,146 12,710,613
Valuation allowance (15,362,146) (12,710,613)
----------------- ----------------
Net deferred tax asset $ -0- $ -0-
================= ================
No tax benefit has been recorded through December 31, 2001 because of the net
operating losses incurred and a full valuation allowance provided. A valuation
allowance is provided when it is more likely than not that some portion of the
deferred tax asset will not be realized. The Company established a 100%
valuation allowance for all periods presented due to the uncertainty of
realizing future tax benefits from its net operating loss carryforwards and
other deferred tax assets.
As of December 31, 2001, the Company has net operating loss carryforwards of
approximately $37,200,000 for federal and $18,000,000 for state tax purposes,
which begin to expire during fiscal years 2005 and 2001, respectively. In
addition, the Company has tax credit carryforwards for federal and state tax
purposes of $778,682 and $445,383, respectively, which will begin to expire in
2005.
Internal Revenue Code Section 382 places a limitation (the "Section 382
Limitation") on the amount of taxable income which can be offset by net
operating loss ("NOL") carryforwards after a change in control (generally
greater than 50% change in ownership) of a loss corporation. California has
similar rules. Generally, after a control change, a loss corporation cannot
deduct NOL carryforwards in excess of the Section 382 Limitation. Due to these
"change in ownership" provisions, utilization of the NOL and tax credit
53
carryforwards may be subject to an annual limitation regarding their utilization
against taxable income in future periods.
8. RELATED PARTY TRANSACTIONS
During the years ended December 31, 2000 and 1999, fees for consulting services
of $5,500 and $19,125, respectively, were paid to a member of the Board of
Directors. No consulting fees were paid to any members of the Board of Directors
during the year ended December 31, 2001.
9. SUBSEQUENT EVENTS
On March 27, 2002, BioTime entered into a new Revolving Line of Credit Agreement
(the "Credit Agreement") with Alfred D. Kingsley under which BioTime may borrow
up to $300,000 for working capital purposes. Amounts borrowed under the Credit
Agreement will be due on March 31, 2003 or when BioTime receives at least
$600,000 through the sale of capital stock, loans from other lenders, fees under
licensing agreements (excluding royalty payments), or any combination of those
sources. Interest on borrowings shall accrue at a rate of 10% per annum and is
payable with principal on the maturity date. Mandatory prepayments of principal
will be due to the extent that the Company receives funds from any one or more
of those sources in excess of $300,000 but less than $600,000.
In connection with entering into the Credit Agreement on March 27, 2002, the
Company granted Alfred D. Kingsley a warrant to purchase 30,000 shares of the
Company's common stock at $4.00 per share. The warrants are fully exercisable
and non-forfeitable on the date of grant and expire on March 26, 2007.
10. QUARTERLY RESULTS (UNAUDITED)
Summarized unaudited results of operations for each quarter of the years ended
December 31, 2001 and 2000 are as follows:
First Quarter Second Quarter Third Quarter Fourth Quarter Total Year
------------------ ------------------- ------------------- ---------------- -----------------
Fiscal Year Ended
December 31, 2001
- ---------------------------
Revenue $32,695 $29,958 $36,416 $52,848 $151,917
Net Loss $951,739 $1,120,024 $861,273 $725,789 $3,658,825
Net Loss per share $.08 $.10 $.07 $.06 $.32
54
First Quarter Second Quarter Third Quarter Fourth Quarter Total Year
------------------ ------------------- ------------------- ---------------- -----------------
Fiscal Year Ended
December 31, 2000
- ---------------------------
Revenue $5,732 $7,387 $19,592 $19,781 $52,492
Net Loss $1,319,947 $1,329,761 $1,224,955 $1,050,361 $4,925,024
Net Loss per share $.12 $.12 $.11 $.10 $.44
55
Exhibit
Numbers Description
- ------- -----------
3.1 Articles of Incorporation, as Amended.@
3.3 By-Laws, As Amended.#
4.1 Specimen of Common Share Certificate.+
10.1 Lease Agreement dated July 1, 1994 between the Registrant and Robert
and Norah Brower, relating to principal executive offices of the
Registrant.*
10.2 Intellectual Property Agreement between the Company and Paul Segall.+
10.3 Intellectual Property Agreement between the Company and Hal Sternberg.+
10.4 Intellectual Property Agreement between the Company and Harold Waitz.+
10.5 Intellectual Property Agreement between the Company and Judith Segall.+
10.6 Intellectual Property Agreement between the Company and Steven
Seinberg.**
10.7 Agreement between CMSI and BioTime Officers Releasing Employment
Agreements, Selling Shares, and Transferring Non-Exclusive License.+
10.8 Agreement for Trans Time, Inc. to Exchange CMSI Common Stock for
BioTime, Inc. Common Shares.+
10.9 1992 Stock Option Plan, as amended.##
10.10 Intellectual Property Agreement between the Company and Ronald S.
Barkin.^
10.11 Addenda to Lease Agreement between the Company and Donn Logan.++
10.12 Exclusive License Agreement between Abbott Laboratories and BioTime,
Inc. (Portions of this exhibit have been omitted pursuant to a request
for confidential treatment).###
10.13 Modification of Exclusive License Agreement between Abbott Laboratories
and BioTime, Inc. (Portions of this exhibit have been omitted pursuant
to a request for confidential treatment).^^^
10.14 Revolving Line of Credit Agreement, dated March 27, 2001, between
BioTime, Inc. and Alfred D. Kingsley+++
10.15 Warrant Agreement, dated March 27, 2001, between BioTime, Inc. and
Alfred D.Kingsley+++
10.16 Form of Series 2001-A 10% Debenture due August 1, 2004++++
10.17 Warrant Agreement between BioTime, Inc. and Purchasers of Series 2001-A
Debentures++++
10.18 Revolving Line of Credit Agreement, dated March 27, 2002, between
BioTime, Inc. and Alfred D. Kingsley####
65
10.19 Warrant Agreement, dated March 27, 2002, between BioTime, Inc. and
Alfred D. Kingsley####
23.1 Consent of Deloitte & Touche LLP***
@ Incorporated by reference to the Company's Form 10-K for the fiscal year
ended June 30, 1998.
+ Incorporated by reference to Registration Statement on Form S-1, File
Number 33-44549 filed with the Securities and Exchange Commission on
December 18, 1991, and Amendment No. 1 and Amendment No. 2 thereto filed
with the Securities and Exchange Commission on February 6, 1992 and March
7, 1992, respectively.
# Incorporated by reference to Registration Statement on Form S-1, File
Number 33-48717 and Post- Effective Amendment No. 1 thereto filed with the
Securities and Exchange Commission on June 22, 1992, and August 27, 1992,
respectively.
* Incorporated by reference to the Company's Form 10-K for the fiscal year
ended June 30, 1994.
^ Incorporated by reference to the Company's Form 10-Q for the quarter ended
March 31, 1997.
## Incorporated by reference to Registration Statement on Form S-8, File
Number 333-30603 filed with the Securities and Exchange Commission on July
2, 1997.
^^ Incorporated by reference to the Company's Form 10-Q for the quarter ended
March 31, 1999.
### Incorporated by reference to the Company's Form 8-K, filed April 24, 1997.
^^^ Incorporated by reference to the Company's Form 10-Q for the quarter ended
June 30, 1999.
++ Incorporated by reference to the Company's Form 10-K for the year ended
December 31, 1999.
+++ Incorporated by reference to the Company's Form 10-K for the year ended
December 31, 2000.
++++ Incorporated by reference to the Company's Form 10-Q for the quarter ended
June 30, 2001.
*** Filed herewith.
#### Previously filed.
(b) Reports on Form 8-K
The Company did not file any reports of Form 8-K for the three months ended
December 31, 2001.
66
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized on the
14th day of May 2002.
BIOTIME, INC.
By: /s/Paul E. Segall
-----------------------------
Paul E. Segall, Ph.D.
Chairman and Chief Executive
Officer (Principal executive
officer)
Signature Title Date
--------- ----- ----
/s/Paul E. Segall
- -----------------------------
Paul E. Segall, Ph.D. Chairman, Chief Executive Officer and May 14, 2002
Director (Principal Executive Officer)
- -----------------------------
Ronald S. Barkin President and Director May 14, 2002
/s/Harold D. Waitz
- -----------------------------
Harold D. Waitz, Ph.D. Vice President and Director May 14, 2002
/s/Hal Sternberg
- -----------------------------
Hal Sternberg, Ph.D. Vice President and Director May 14, 2002
/s/Steven Seinberg
- -----------------------------
Steven Seinberg Chief Financial Officer May 14, 2002
(Principal Financial and
Accounting Officer)
/s/Judith Segall
- -----------------------------
Judith Segall Vice President, Corporate Secretary May 14, 2002
and Director
/s/Jeffrey B. Nickel
- -----------------------------
Jeffrey B. Nickel Director May 14, 2002
- -----------------------------
Milton H. Dresner Director May 14, 2002
- -----------------------------
Katherine Gordon Director May 14, 2002
67
Exhibit Index
Exhibit
Numbers Description
- ------- -----------
3.1 Articles of Incorporation, as Amended.@
3.3 By-Laws, As Amended.#
4.1 Specimen of Common Share Certificate.+
10.1 Lease Agreement dated July 1, 1994 between the Registrant and Robert
and Norah Brower, relating to principal executive offices of the
Registrant.*
10.2 Intellectual Property Agreement between the Company and Paul Segall.+
10.3 Intellectual Property Agreement between the Company and Hal Sternberg.+
10.4 Intellectual Property Agreement between the Company and Harold Waitz.+
10.5 Intellectual Property Agreement between the Company and Judith Segall.+
10.6 Intellectual Property Agreement between the Company and Steven
Seinberg.**
10.7 Agreement between CMSI and BioTime Officers Releasing Employment
Agreements, Selling Shares, and Transferring Non-Exclusive License.+
10.8 Agreement for Trans Time, Inc. to Exchange CMSI Common Stock for
BioTime, Inc. Common Shares.+
10.9 1992 Stock Option Plan, as amended.##
10.10 Intellectual Property Agreement between the Company and Ronald S.
Barkin.^
10.11 Addenda to Lease Agreement between the Company and Donn Logan.++
10.12 Exclusive License Agreement between Abbott Laboratories and BioTime,
Inc. (Portions of this exhibit have been omitted pursuant to a request
for confidential treatment).###
10.13 Modification of Exclusive License Agreement between Abbott Laboratories
and BioTime, Inc. (Portions of this exhibit have been omitted pursuant
to a request for confidential treatment).^^^
10.14 Revolving Line of Credit Agreement dated March 27, 2001, between
BioTime, Inc. and Alfred D. Kingsley+++
10.15 Warrant Agreement dated March 27, 2001, between BioTime, Inc. and
Alfred D. Kingsley+++
10.16 Form of Series 2001-A 10% Debenture due August 1, 2004++++
10.17 Warrant Agreement between BioTime, Inc. and Purchasers of Series 2001-A
Debentures++++
10.18 Revolving Line of Credit Agreement dated March 27, 2002, between
BioTime, Inc. and Alfred D. Kingsley####
10.19 Warrant Agreement dated March 27, 2002, between BioTime, Inc. and
Alfred D. Kingsley####
23.1 Consent of Deloitte & Touche LLP***
68
@ Incorporated by reference to the Company's Form 10-K for the fiscal year
ended June 30, 1998.
+ Incorporated by reference to Registration Statement on Form S-1, File
Number 33-44549 filed with the Securities and Exchange Commission on
December 18, 1991, and Amendment No. 1 and Amendment No. 2 thereto filed
with the Securities and Exchange Commission on February 6, 1992 and March
7, 1992, respectively.
# Incorporated by reference to Registration Statement on Form S-1, File
Number 33-48717 and Post- Effective Amendment No. 1 thereto filed with the
Securities and Exchange Commission on June 22, 1992, and August 27, 1992,
respectively.
* Incorporated by reference to the Company's Form 10-K for the fiscal year
ended June 30, 1994.
^ Incorporated by reference to the Company's Form 10-Q for the quarter ended
March 31, 1997.
## Incorporated by reference to Registration Statement on Form S-8, File
Number 333-30603 filed with the Securities and Exchange Commission on July
2, 1997.
^^ Incorporated by reference to the Company's Form 10-Q for the quarter ended
March 31, 1999.
### Incorporated by reference to the Company's Form 8-K, filed April 24, 1997.
^^^ Incorporated by reference to the Company's Form 10-Q for the quarter ended
June 30, 1999.
++ Incorporated by reference to the Company's Form 10-K for the year ended
December 31, 1999.
+++ Incorporated by reference to the Company's Form 10-K for the year ended
December 31, 2000.
++++ Incorporated by reference to the Company's Form 10-Q for the quarter ended
June 30, 2001.
*** Filed herewith.
#### Previously filed.
69
Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statements Nos. 33-56766, 33-88968 and 333-30603 of BioTime, Inc. on Form S-8 of our report dated February 16, 2002 (March 27, 2002 as to Note 9 and the fourth paragraph of Note 1), (which expresses an unqualified opinion and includes an explanatory paragraph related to the development stage of the Company's operations), appearing in the Annual Report on Form 10-K/A-1 of BioTime, Inc. for the year ended December 31, 2001. /s/ DELOITTE & TOUCHE LLP May 14, 2002 San Francisco, California