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): November
21, 2008
BioTime,
Inc.
(Exact
name of registrant as specified in its charter)
|
California
|
1-12830
|
94-3127919
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
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
2-Financial Information
Item
2.02 - Results of Operations and Financial Condition
On
November 21, 2008 BioTime, Inc. issued a press release announcing its financial
results for the quarter ended September 30, 2008. A copy of the
press release is attached as Exhibit 99.1, which, in its entirety, is
incorporated herein by reference.
Section
9 - Financial Statements and Exhibits
Item
9.01 - Financial Statements and Exhibits
|
Exhibit
Number
|
Description
|
|
|
99.1
|
Press
Release dated November 21, 2008
|
2
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.
|
BIOTIME,
INC.
|
|
|
Date: November
21, 2008
|
By /s/ Steven
A. Seinberg
|
|
Chief
Financial Officer
|
|
3
|
Exhibit
Number
|
Description
|
|
|
99.1
|
Press
Release dated November 21, 2008
|
|
4
Exhibit
99.1
|
BioTime,
Inc.
|
1301
Harbor Bay Parkway
|
|
|
Alameda,
CA 94502
|
||
|
Tel:
510-521-3390
|
||
|
Fax:
510-521-3389
|
||
|
www.biotimeinc.com
|
||
|
www.embryome.com
|
BIOTIME
INC. ANNOUNCES THIRD QUARTER 2008 FINANCIAL RESULTS
--
Reports Growth in Third Quarter Revenue --
ALAMEDA, CA, November 21, 2008 –
On November 19, 2008 BioTime, Inc. (OTCBB: BTIM) reported financial
results for the quarter ended September 30, 2008.
For the
three months ended September 30, 2008, BioTime's total quarterly revenue,
including both royalty income and revenue recognition of deferred license fees,
increased 85% to $426,931 from $231,159 for the same period last
year.
BioTime
reported a net loss of $1,077,194, or $0.05 per basic and diluted share, for the
three months ended September 30, 2008, compared to a net loss of $213,491, or
$0.01 per basic and diluted share, for the three months ended September 30,
2007.
BioTime
recognized $341,391 in royalty revenue compared to $183,093 during the three
months ended September 30, 2007, an increase of 86%. The growth in
royalties is attributable to the increase in sales of Hextend to both hospitals
and the United States Armed Forces. Hextend is an artificial
colloidal solution classified as a plasma volume expander for supporting oncotic
pressure as well as providing electrolytes to patients suffering from blood loss
in surgery or from trauma. BioTime recognizes royalty revenues in the
quarter in which sales reports are received versus the quarter in which the
sales take place. Therefore, royalty revenue for the three months
ended September 30, 2008 includes royalties on sales of Hextend during the three
months ended June 30, 2008.
In
October 2008, BioTime received royalties in the amount of $212,009 from Hospira,
Inc. and $19,887 from CJ based on sales of Hextend during the three months ended
September 30, 2008. This revenue will be reflected in BioTime’s
financial statements for the fourth quarter of 2008. For the same
period last year, BioTime received royalties of $230,646 from Hospira and
$15,036 from CJ. Royalties from CJ were included in license fees
during prior accounting periods. Hospira is the exclusive distributor of Hextend
in the United States. CJ CheilJedang Corp. is the exclusive distributor of
Hextend in South Korea.
License
revenue increased 47% to $70,850 during the third quarter of 2008 from $48,066
in the same period last year. Most of this increase consists of
license fees received during prior accounting periods from CJ CheilJedang Corp.
and Summit Pharmaceuticals International Corporation, and are reflected as
deferred revenue on BioTime’s balance sheet. BioTime amortizes those
license fees and recognizes them as current revenues over the expected life of
the patents related to the applicable licenses.
Cash and
cash equivalents totaled $52,082 as of September 30, 2008, compared with $13,760
as of September 30, 2007. Total shareholder deficit was $4,820,729 as
of September 30, 2008, compared with total shareholders' deficit of $2,844,409
at September 30, 2007, a 69% increase in deficit. As
of
BioTime,
Inc.
Page
2 of 5
September
30, 2008, the Company had lines of credit for $2,578,600, from which $2,538,991
had been drawn at that date.
In
addition to using cash from operating revenues and its line of credit to pay
operating expense, BioTime used $500,000 to enable its stem cell subsidiary
Embryome Sciences, Inc. to advance its research and product development program
by acquiring licenses to use important stem cell technology. This
newly licensed technology includes “ACTCellerate” technology for methods to
accelerate the isolation of novel cell strains from pluripotent stem cells,
rights to use approximately 140 distinct clones that contain many previously
uncharacterized cell types, and induced pluripotent stem cell (iPS) technology
that permits cells of the human body, such as skin cells, to be transformed into
an embryonic state in which the cells will be pluripotent, without the use of
human embryos or egg cells. “Pluripotent” cells have the potential to
become any kind of cell found in the human body.
Embryome
Sciences will pay the licensor royalties on any products sold using the licensed
technology.
During
November 2008, Embryome Sciences obtained $300,000 of new credit in the form of
loans from private lenders.
In
November 2008, BioTime’s Revolving Line of Credit Agreement was amended to
increase the total amount of permissible borrowings from $2,500,000 to
$3,500,000 to the extent BioTime is able to obtain additional lending
commitments. The maturity date for the amended line of credit has
been extended from November 15, 2008 to April 15, 2009. As of November 17,
2008, certain lenders elected to convert $1,050,000 of principal and
$62,013 of accrued interest on their loans to 1,112,013 BioTime common
shares. Loans in the aggregate principal amount of $1,450,000 remain
outstanding under the Credit Agreement and will mature on April 15,
2009.
The
lenders have been given the right to exchange their line of credit promissory
notes that mature on April 15, 2009, for our common shares at prices ranging
from $1.25 to $1.50 per share, and/or for common stock of our subsidiary,
Embryome Sciences, at prices ranging from $2.25 to $2.50 per share.
BioTime
intends to seek additional loan commitments up to the $3,500,000 maximum
allowable amount under the revolving line of credit and additional equity
capital needed to finance the further development of its products because its
royalty revenues are not sufficient to fund anticipated operating
expenses. There is no assurance that BioTime will be successful in
obtaining additional commitments from lenders.
About
BioTime, Inc.
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
CheilJedang Corp. under exclusive licensing agreements. BioTime has recently
entered the field of regenerative medicine through its wholly owned subsidiary
Embryome Sciences,
Inc., through which 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
EScalateTM are
trademarks of BioTime, Inc.
BioTime,
Inc.
Page
3 of 5
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 BioTime's Securities and
Exchange Commission filings. BioTime disclaims any intent or
obligation to update these forward-looking statements.
Contact:
BioTime,
Inc.
Judith
Segall
jsegall@biotimemail.com
510-521-3390,
ext 301
To
receive ongoing BioTime corporate communications, please click on the following
link to join our email alert list: http://www.b2i.us/irpass.asp?BzID=1152&to=ea&s=0
-Financial
Tables Follow-
BioTime,
Inc.
Page
4 of 5
BIOTIME,
INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
ASSETS
|
September
30,
2008
(unaudited)
|
December
31, 2007
|
||||||
|
CURRENT
ASSETS:
|
||||||||
|
Cash
and cash equivalents
|
$ 52,082 | $ 9,501 | ||||||
|
Accounts
receivable
|
4,846 | 3,502 | ||||||
|
Prepaid
expenses and other current assets
|
37,114 | 128,643 | ||||||
|
Total
current assets
|
94,042 | 141,646 | ||||||
|
Equipment,
net of accumulated depreciation of $594,506 and $585,765,
respectively
|
110,817 | 12,480 | ||||||
|
Advance
license fee and others
|
820,976 | 20,976 | ||||||
|
TOTAL
ASSETS
|
$ 1,025,835 | $ 175,102 | ||||||
|
LIABILITIES
AND SHAREHOLDERS' DEFICIT
|
||||||||
|
CURRENT
LIABILITIES:
|
||||||||
|
Accounts
payable and accrued liabilities
|
$ 958,537 | $ 480,374 | ||||||
|
Lines
of credit payable
|
2,645,577 | 716,537 | ||||||
|
Capital
lease liability
|
45,121 | - | ||||||
|
Other
current liabilities
|
315,291 | 261,091 | ||||||
|
Total
current liabilities
|
3,964,526 | 1,458,002 | ||||||
|
LONG-TERM
LIABILITIES:
|
||||||||
|
Stock
appreciation rights compensation liability
|
244,774 | 13,151 | ||||||
|
Deferred
license revenue, net of current portion
|
1,576,574 | 1,740,702 | ||||||
|
Capital
lease liability, net of current portion
|
52,641 | - | ||||||
|
Other
liabilities
|
8,049 | 9,636 | ||||||
|
Total
long-term liabilities
|
1,882,038 | 1,763,489 | ||||||
|
COMMITMENTS
AND CONTINGENCIES
|
||||||||
|
SHAREHOLDERS'
DEFICIT:
|
||||||||
|
Common
shares, no par value, authorized 50,000,000 shares; issued and outstanding
23,794,374 and 23,034,374 shares at September 30, 2008 and December 31,
2007, respectively
|
41,145,731 | 40,704,136 | ||||||
|
Contributed
capital
|
93,972 | 93,972 | ||||||
|
Accumulated
deficit
|
(46,060,432 | ) | (43,844,497 | ) | ||||
|
Total
shareholders' deficit
|
(4,820,729 | ) | (3,046,389 | ) | ||||
|
TOTAL
LIABILITIES AND SHAREHOLDERS' DEFICIT
|
$ 1,025,835 | $ 175,102 | ||||||
BioTime,
Inc.
Page
5 of 5
BIOTIME,
INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
|
September
30, 2008
|
September
30, 2007
|
September
30, 2008
|
September
30, 2007
|
|||||||||||||
|
REVENUES:
|
||||||||||||||||
|
License
fees
|
$ 70,850 | $ 48,066 | $ 204,728 | $ 141,565 | ||||||||||||
|
Royalties
from product sales
|
341,391 | 183,093 | 991,444 | 546,033 | ||||||||||||
|
Other
revenue
|
14,690 | — | 22,340 | — | ||||||||||||
|
Total
revenues
|
426,931 | 231,159 | 1,218,512 | 687,598 | ||||||||||||
|
EXPENSES:
|
||||||||||||||||
|
Research
and development
|
(548,478 | ) | (170,382 | ) | (1,312,607 | ) | (724,699 | ) | ||||||||
|
General
and administrative
|
(792,306 | ) | (216,443 | ) | (1,760,514 | ) | (927,877 | ) | ||||||||
|
Total
expenses
|
(1,340,784 | ) | (386,825 | ) | (3,073,121 | ) | (1,652,576 | ) | ||||||||
|
Loss
from operations
|
(913,853 | ) | (155,666 | ) | (1,854,609 | ) | (964,978 | ) | ||||||||
|
Interest
expenses and other income
|
(163,341 | ) | (57,825 | ) | (361,326 | ) | (146,452 | ) | ||||||||
|
Net
Loss
|
$ (1,077,194 | ) | $ (213,491 | ) | $ (2,215,935 | ) | $ (1,111,430 | ) | ||||||||
|
Loss
per common share – basic and diluted
|
$(0.05 | ) | $(0.01 | ) | $(0.09 | ) | $(0.05 | ) | ||||||||
|
Weighted
average number of common shares outstanding – basic and
diluted
|
23,738,939 | 22,834,374 | 23,492,987 | 22,803,971 | ||||||||||||