Attached files
FORM
10-Q
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
(Mark
One)
T QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended September 30, 2009
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 incorporation or organization)
|
(IRS
Employer Identification No.)
|
1301
Harbor Bay Parkway, Suite 100
Alameda,
California 94502
(Address
of principal executive offices)
(510)
521-3390
(Registrant's
telephone number, including area code)
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.
T
Yes £
No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act).
Large accelerated filer
|
£
|
Accelerated
filer
|
£
|
|
Non-accelerated
filer
|
£
|
(Do
not check if a smaller reporting company)
|
Smaller reporting company
|
T
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
£ Yes T
No
APPLICABLE
ONLY TO CORPORATE ISSUERS:
Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date. 33,305,817 common shares,
no par value, as of November 10, 2009.
PART
1--FINANCIAL INFORMATION
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
under Item 1 of the Notes to Financial Statements, and in BioTime's Annual
Report on Form 10-K filed with the Securities and Exchange Commission. Words
such as “expects,” “may,” “will,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” and similar expressions identify forward-looking
statements.
Item
1. Financial Statements
BIOTIME,
INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
ASSETS
|
September 30,
2009
(unaudited)
|
December 31,
2008
|
||||||
CURRENT
ASSETS:
|
||||||||
Cash
and cash equivalents
|
$ | 7,942,577 | $ | 12,279 | ||||
Accounts
receivable
|
134,848 | 2,748 | ||||||
Prepaid
expenses and other current assets
|
117,672 | 93,847 | ||||||
Total
current assets
|
8,195,097 | 108,874 | ||||||
Equipment,
net of accumulated depreciation of $626,122 and $602,510, for 2009 and
2008, respectively
|
114,215 | 105,607 | ||||||
Deferred
license fees
|
880,000 | 750,000 | ||||||
Deposits
|
76,902 | 70,976 | ||||||
TOTAL
ASSETS
|
$ | 9,266,214 | $ | 1,035,457 | ||||
LIABILITIES
AND SHAREHOLDERS' EQUITY (DEFICIT)
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Accounts
payable and accrued liabilities
|
$ | 709,070 | $ | 1,179,914 | ||||
Lines
of credit payable, net
|
135,455 | 1,885,699 | ||||||
Deferred
license revenue, current portion
|
292,904 | 312,904 | ||||||
Total
current liabilities
|
1,137,429 | 3,378,517 | ||||||
LONG-TERM
LIABILITIES:
|
||||||||
Stock
appreciation rights compensation liability
|
2,684,013 | 483,688 | ||||||
Deferred
license revenue, net of current portion
|
1,297,049 | 1,516,727 | ||||||
Deferred
rent, net of current portion
|
1,263 | 3,339 | ||||||
Total
long-term liabilities
|
3,982,325 | 2,003,754 | ||||||
SHAREHOLDERS'
EQUITY (DEFICIT):
|
||||||||
Common
stock, no par value, authorized 75,000,000 shares; issued and outstanding
33,038,883 and 25,076,798 shares at September 30, 2009 and December 31,
2008, respectively
|
58,242,566 | 43,184,606 | ||||||
Contributed
capital
|
93,972 | 93,972 | ||||||
Accumulated
deficit
|
(54,190,078 | ) | (47,625,392 | ) | ||||
Total
shareholders' equity (deficit)
|
4,146,460 | (4,346,814 | ) | |||||
TOTAL
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
|
$ | 9,266,214 | $ | 1,035,457 |
See
accompanying notes to the condensed consolidated interim financial
statements.
2
BIOTIME,
INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September 30,
2009
|
September 30,
2008
|
September 30,
2009
|
September 30,
2008
|
|||||||||||||
REVENUES:
|
||||||||||||||||
License
fees
|
$ | 73,226 | $ | 70,850 | $ | 219,678 | $ | 204,728 | ||||||||
Royalties
from product sales
|
225,518 | 341,391 | 799,910 | 991,444 | ||||||||||||
Grant
income
|
144,899 | - | 151,699 | - | ||||||||||||
Other
revenue
|
3,350 | 14,690 | 4,540 | 22,340 | ||||||||||||
Total
revenues
|
446,993 | 426,931 | 1,175,827 | 1,218,512 | ||||||||||||
EXPENSES:
|
||||||||||||||||
Research
and development
|
(744,201 | ) | (548,478 | ) | (1,909,619 | ) | (1,312,607 | ) | ||||||||
General
and administrative
|
(2,637,133 | ) | (792,306 | ) | (4,520,317 | ) | (1,760,514 | ) | ||||||||
Total
expenses
|
(3,381,334 | ) | (1,340,784 | ) | (6,429,936 | ) | (3,073,121 | ) | ||||||||
Loss
from operations
|
(2,934,341 | ) | (913,853 | ) | (5,254,109 | ) | (1,854,609 | ) | ||||||||
OTHER
INCOME/(EXPENSE):
|
||||||||||||||||
Interest
expense
|
(653,664 | ) | (164,945 | ) | (1,326,367 | ) | (367,995 | ) | ||||||||
Loss
on sale of fixed assets
|
(1,159 | ) | - | (1,159 | ) | - | ||||||||||
Other
income, net
|
14,409 | 1,604 | 17,296 | 6,669 | ||||||||||||
Total
other expense, net
|
(640,414 | ) | (163,341 | ) | (1,310,230 | ) | (361,326 | ) | ||||||||
NET
LOSS
|
$ | (3,574,755 | ) | $ | (1,077,194 | ) | $ | (6,564,339 | ) | $ | (2,215,935 | ) | ||||
NET
LOSS PER COMMON SHARE – BASIC AND DILUTED
|
$ | (0.11 | ) | $ | (0.05 | ) | $ | (0.24 | ) | $ | (0.09 | ) | ||||
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC AND
DILUTED
|
31,283,312 | 23,738,939 | 27,912,812 | 23,492,987 |
See
accompanying notes to the condensed consolidated interim financial
statements.
3
BIOTIME,
INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine
months Ended
|
||||||||
September 30,
2009
|
September 30,
2008
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
loss
|
$ | (6,564,339 | ) | $ | (2,215,935 | ) | ||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
Depreciation
|
24,904 | 8,335 | ||||||
Loss
on write-off of fixed asset
|
1,159 | – | ||||||
Write-off
of old receivables
|
2,538 | – | ||||||
Reclassification
of licensing fees expensed in prior year
|
(10,000 | ) | – | |||||
Amortization
of deferred license revenues
|
(219,678 | ) | (121,759 | ) | ||||
Amortization
of deferred finance cost on lines of credit
|
762,644 | 188,221 | ||||||
Amortization
of deferred consulting fees
|
65,766 | – | ||||||
Amortization
of deferred grant revenues
|
(20,000 | ) | – | |||||
Amortization
of deferred rent
|
(2,076 | ) | 2,999 | |||||
Beneficial
conversion feature
|
302,953 | – | ||||||
Stock
appreciation rights compensation liability
|
2,200,325 | – | ||||||
Common
stock issued for services
|
– | 43,500 | ||||||
Stock-based
compensation
|
124,458 | 376,518 | ||||||
Options:
independent director compensation
|
141,907 | – | ||||||
Warrants
issued for outside services
|
78,584 | – | ||||||
Warrants
issued – interest expense (Line of Credit exchange offer)
|
190,845 | – | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
(134,638 | ) | (1,344 | ) | ||||
Prepaid
expenses and other current assets
|
(74,872 | ) | 54,401 | |||||
Accounts
payable and accrued liabilities
|
(241,691 | ) | 480,382 | |||||
Accrued
interest on lines of credit
|
(43,158 | ) | 87,095 | |||||
Other
liabilities
|
– | 5,026 | ||||||
Net
cash used in operating activities
|
(3,414,369 | ) | (1,092,561 | ) | ||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Payment
of royalty fee
|
– | (750,000 | ) | |||||
Purchase
of equipment
|
(34,671 | ) | (1,390 | ) | ||||
Security
deposit
|
(5,926 | ) | (50,000 | ) | ||||
Net
cash used in investing activities
|
(40,597 | ) | (801,390 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Repayment
on lines of credit
|
(263,825 | ) | (21,802 | ) | ||||
Borrowings
under lines of credit
|
2,310,000 | 1,858,334 | ||||||
Deferred
finance cost on lines of credit
|
(28,000 | ) | – | |||||
Employee
options exercised
|
653,750 | – | ||||||
Director
options exercised
|
57,199 | – | ||||||
Outside
consultant options exercised
|
137,500 | – | ||||||
Warrants
exercised
|
518,640 | – | ||||||
Proceeds
from issuance of common shares for cash
|
8,000,000 | 100,000 | ||||||
Net
cash provided by financing activities
|
11,385,264 | 1,936,532 | ||||||
NET
INCREASE IN CASH AND CASH EQUIVALENTS:
|
7,930,298 | 42,581 | ||||||
Cash
and cash equivalents at beginning of period
|
12,279 | 9,501 | ||||||
Cash
and cash equivalents at end of period
|
$ | 7,942,577 | $ | 52,082 | ||||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
||||||||
Cash
paid during the period for interest
|
$ | 415,290 | $ | 59,389 | ||||
SUPPLEMENTAL
SCHEDULE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:
|
||||||||
Issuance
of stock related to line of credit agreement
|
144,024 | 153,200 | ||||||
Common
shares issued for line of credit conversion
|
3,974,574 | – | ||||||
Common
shares issued for line of credit extension
|
160,157 | – | ||||||
Common
shares issued for outside services
|
– | 43,500 | ||||||
Common
shares issued for accounts payable
|
229,500 | – | ||||||
Common
shares issued for deferred license fees
|
120,000 | – | ||||||
Issuance
of warrants for new Line of Credit loans
|
207,703 | – | ||||||
Issuance
of warrants for Line of Credit conversions
|
190,845 | |||||||
Warrants
issued for services
|
93,303 | – | ||||||
Value
of rights to exchange promissory notes for stock
|
304,400 | – |
See
accompanying notes to the condensed consolidated interim financial
statements.
4
BIOTIME,
INC.
NOTES
TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
1. Organization,
Basis of Presentation, and Summary of Select Significant Accounting
Policies
General - BioTime is a
biotechnology company engaged in two areas of biomedical research and product
development. BioTime has historically developed blood plasma volume
expanders, and related technology for use in surgery, emergency trauma treatment
and other applications. Beginning in 2007, BioTime entered the
regenerative medicine business, focused on human embryonic stem (“hES”) cell and
induced pluripotent stem (“iPS”) cell technology. Products for the
research market are being developed and marketed through BioTime's wholly owned
subsidiary, Embryome Sciences, Inc. BioTime plans to develop stem
cell products for therapeutic use to treat cancer through its new subsidiary
OncoCyte Corporation, and through its subsidiary, BioTime Asia, Limited, in Hong
Kong.
Regenerative
medicine refers to therapies based on stem cell technology that are
designed to rebuild cell and tissue function lost due to degenerative disease or
injury. These novel stem cells provide a means of manufacturing every
cell type in the human body and therefore show considerable promise for the
development of a number of new therapeutic products. Embryome
Sciences is focusing its current efforts in the regenerative medicine field on
the development and sale of advanced human stem cell products and technology
that can be used by researchers at universities and other institutions, at
companies in the bioscience and biopharmaceutical industries, and at other
companies that provide research products to companies in those industries. These
research-only markets generally can be marketed without regulatory (FDA)
approval, and are therefore relatively near-term business opportunities when
compared to therapeutic products. In July
2009, Embryome Sciences, Inc., entered into an agreement under which Millipore
Corporation will become a worldwide distributor of ACTCellerate™ human progenitor
cell lines. Millipore’s initial offering of Embryome Sciences’
products will include six novel progenitor cell lines and optimized ESpan™ growth media for
the in vitro
propagation of each progenitor cell line. The companies anticipate
jointly launching 35 additional cell lines and associated ESpan™ growth media
within the coming 12 months.
BioTime’s
operating revenues have been derived almost exclusively from royalties and
licensing fees related to the sale of its plasma volume expander products,
primarily Hextend®. BioTime
began to make its first stem cell research products available during 2008 but
has not yet generated significant revenues in that business
segment. BioTime’s ability to generate substantial operating revenue
depends upon its success in developing and marketing or licensing its plasma
volume expanders and stem cell products and technology for medical and research
use. On April
29, 2009, the California Institute of Regenerative Medicine (“CIRM”) awarded
BioTime a $4,721,706 grant for a stem cell research project related to its
ACTCellerate™
technology. The CIRM grant covers the period of September 1, 2009
through August 31, 2012, and BioTime received the first quarterly payment in the
amount of $395,096 from CIRM on October 12, 2009.
The
unaudited condensed consolidated interim balance sheet as of September 30, 2009,
the unaudited condensed consolidated interim statements of operations for the
three and nine months ended September 30, 2009 and 2008, and the unaudited
condensed consolidated interim statements of cash flows for the nine months
ended September 30, 2009 and 2008 have been prepared by BioTime’s management in
accordance with the instructions from the Form 10-Q and Article 8-03 of
Regulation S-X. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly
the financial position, results of operations, and cash flows at September 30,
2009 and for all interim periods presented have been made. The
balance sheet as of December 31, 2008 is derived from BioTime's audited
financial statements as of that date. The results of operations for
the three and nine months ended September 30, 2009 are not necessarily
indicative of the operating results anticipated for the full year of
2009.
5
Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted as permitted by regulations of the Securities and Exchange
Commission (“SEC”) except for the condensed consolidated balance sheet as of
December 31, 2008, which was derived from audited financial
statements. Certain previously furnished amounts have been
reclassified to conform with presentations made during the current
periods. It is suggested that these condensed consolidated interim
financial statements be read in conjunction with the annual audited financial
statements and notes thereto included in BioTime's Form 10-K for the year ended
December 31, 2008.
Principles of Consolidation –
The accompanying condensed consolidated interim financial statements include the
accounts of Embryome Sciences, Inc., a wholly-owned subsidiary of
BioTime. All material intercompany accounts and transactions have
been eliminated in consolidation. The condensed consolidated interim
financial statements are presented in accordance with accounting principles
generally accepted in the United States and with the accounting and reporting
requirements of Regulation S-X of the SEC.
Certain Significant Risks and
Uncertainties - BioTime’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 BioTime’s pharmaceutical products; BioTime’s ability to obtain United
States Food and Drug Administration and foreign regulatory approval to market
its pharmaceutical products; BioTime’s ability to develop new stem cell research
products and technologies; competition from products manufactured and sold or
being developed by other companies; the price and demand for BioTime products;
BioTime’s ability to obtain additional financing and the terms of any such
financing that may be obtained; BioTime’s ability to negotiate favorable
licensing or other manufacturing and marketing agreements for its products; the
availability of ingredients used in BioTime’s products; and the availability of
reimbursement for the cost of BioTime’s pharmaceutical products (and related
treatment) from government health administration authorities, private health
coverage insurers and other organizations.
Use of Estimates - The
preparation of unaudited condensed consolidated interim financial statements in
conformity with accounting principles generally accepted in the United States of
America 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 unaudited condensed consolidated interim
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.
6
Subsequent Events - These
condensed consolidated interim financial statements were approved by management
and the Board of Directors and were issued on November 10,
2009. Subsequent events have been evaluated through this
date.
Effect of recently issued and
adopted accounting pronouncements –
In June
2009, the Financial Accounting Standards Board (“FASB”) approved the “FASB
Accounting Standards Codification” (“Codification”) as the single source of
authoritative, nongovernmental, U.S. Generally Accepted Accounting Principles
(“GAAP”) to be launched on July 1, 2009. The Codification does not
change current U.S. GAAP or how BioTime accounts for its transactions or the
nature of related disclosures made; instead it is intended to simplify user
access to all authoritative U.S. GAAP by providing all the authoritative
literature related to a particular topic in one place. All existing
accounting standard documents will be superseded, and all other accounting
literature not included in the Codification will be considered
non-authoritative. The Codification is effective for interim and
annual periods ending after September 15, 2009. The Codification is
effective for BioTime beginning with the quarter ending September 30, 2009 and
will not have an impact on its financial condition or results of
operations.
In
December 2007, the FASB issued an accounting pronouncement dealing with
non-controlling interests in consolidated financial statements. This
pronouncement requires that ownership interests in subsidiaries held by parties
other than the parent, and the amount of consolidated net income, be clearly
identified, labeled, and presented in the consolidated financial
statements. It also requires once a subsidiary is deconsolidated, any
retained non-controlling equity investment in the former subsidiary be initially
measured at fair value. Sufficient disclosures are required to
clearly identify and distinguish between the interests of the parent and the
interests of the non-controlling owners. It is effective for fiscal
years beginning after December 15, 2008, and requires retroactive adoption of
the presentation and disclosure requirements for existing minority
interests. All other requirements are applied
prospectively. BioTime does not anticipate that this accounting
pronouncement will have any material impact upon its preparation of its
financial statements.
In
January 2009, the FASB issued an accounting staff position on the subject of
impairment guidance which amended earlier such guidance. The goal of
this new staff position was to achieve more consistent determination of whether
an other-than-temporary impairment has occurred. This new guidance
also retains and emphasizes the objective of an other-than-temporary impairment
assessment provided in other related FASB guidance. This staff
position will be effective for interim and annual reporting periods ending after
December 15, 2009, and will be applied prospectively. BioTime does
not anticipate that this staff position will have any material impact upon its
preparation of its financial statements.
On April
1, 2009, the FASB issued an accounting staff position on the subject
of business combinations to address application issues raised by
preparers, auditors, and members of the legal profession on initial recognition
and measurement, subsequent measurement and accounting, and disclosure of assets
and liabilities arising from contingencies in a business
combination. This staff position will be effective for assets or
liabilities arising from contingencies in business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. BioTime does not
anticipate that this staff position will have any material impact upon its
preparation of its financial statements.
7
On April
9, 2009, the FASB issued an accounting staff position providing additional
guidance for estimating fair value of an asset or liability when the volume and
level of activity for the asset or liability have significantly
decreased. This staff position also includes guidance on identifying
circumstances that indicate a transaction is not orderly. This staff
position will be effective for interim and annual reporting periods ending after
June 15, 2009, and will be applied prospectively. BioTime does not
anticipate that this staff position will have any material impact upon its
preparation of its financial statements.
On April
9, 2009, the FASB issued an accounting staff position amending the
other-than-temporary impairment guidance in U.S. GAAP for debt securities to
make the guidance more operational and to improve the presentation and
disclosure of other-than-temporary impairments on debt and equity securities in
the financial statements. This staff position does not amend existing
recognition and measurement guidance related to other-than-temporary equity
securities. This staff position will be effective for interim and
annual reporting periods ending after June 15, 2009. BioTime does not
anticipate that this staff position will have any material impact upon its
preparation of its financial statements.
On April
9, 2009, the FASB issued an accounting staff position to require disclosures
about fair value of financial instruments for interim reporting periods of
publicly traded companies as well as in annual financial
statements. This staff position also amends earlier published FASB
guidance to require those disclosures in summarized financial information at
interim reporting periods. This staff position will be effective for
interim reporting periods ending after June 15, 2009. BioTime does
not anticipate that this staff position will have any material impact upon its
preparation of its financial statements.
In
June 2009, the FASB issued an accounting pronouncement which modifies how a
company determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be
consolidated. This pronouncement clarifies that the determination of
whether a company is required to consolidate an entity shall be based on, among
other things, an entity’s purpose and design and a company’s ability to direct
the activities of the entity that most significantly impact the entity’s
economic performance. This pronouncement requires an ongoing
reassessment of whether a company is the primary beneficiary of a variable
interest entity. This pronouncement also requires additional
disclosures about a company’s involvement in variable interest entities and any
significant changes in risk exposure due to that involvement. This
pronouncement is effective for fiscal years beginning after November 15, 2009
and is effective for BioTime on January 1, 2010. BioTime is currently
evaluating the impact that the adoption of this pronouncement could have on its
financial condition, results of operations, and disclosures.
8
2. Lines
of Credit
BioTime
has a Revolving Line of Credit Agreement (the “Credit Agreement”) with certain
private lenders that is collateralized by a security interest in BioTime’s right
to receive royalty and other payments under its license agreement with Hospira,
Inc. BioTime may borrow up to $3,500,000 under the Credit
Agreement. Following an amendment to the Credit Agreement in April
2009, the maturity date of this Revolving Line of Credit was extended to
December 1, 2009 with respect to $2,669,282 in principal amount of
loans. BioTime repaid $223,834 of principal and accrued interest on
loans that matured on April 15, 2009 and were not extended. In
addition, from January 1 through April 15, 2009, certain lenders exercised their
right to exchange $624,415 of principal and accrued interest on loans for an
aggregate of 423,934 BioTime common shares. BioTime also received a
total of $2,310,000 of new loans under the amended Credit Agreement during the
period January 1 through May 19, 2009.
On August
20, 2009, BioTime completed an exchange offer with the holders of its revolving
credit notes, through which BioTime issued 1,989,515 common shares and warrants
to purchase 100,482 common shares in exchange for notes in the aggregate
principal amount of $3,349,259. BioTime also paid interest in the
aggregate amount of $294,351 on the revolving credit notes tendered in the
exchange offer. The revolving credit notes were held by lenders under
the Credit Agreement. The warrants issued in the exchange offer are
exercisable at a price of $2.00 per share, subject to adjustment under the terms
of a Warrant Agreement governing the warrants, and will expire at 5:00 p.m. EST
on October 31, 2010.
Revolving
credit notes in the amount of $150,000 remain outstanding and will be payable
with accrued interest upon maturity on December 1, 2009 unless converted into
equity by the note holder per the terms of the Credit Agreement. The
remaining lenders have the right to exchange their revolving credit notes for
BioTime common shares at a price of $2.00 per share, and for Embryome Sciences
common stock at $3.50 per share until December 1, 2009. The foregoing
per share exchange prices are subject to proportional adjustment in the event of
a stock split, reverse stock split, or similar event.
BioTime
has accrued interest of $6,800 as of September 30, 2009.
3. Deferred License
Fees
In
February 2009, BioTime’s wholly owned subsidiary, Embryome Sciences, Inc.,
entered into a Stem Cell Agreement with Reproductive Genetics Institute
(“RGI”). In partial consideration of the rights and licenses granted
to Embryome Sciences, Inc., by RGI, BioTime issued to RGI 32,259 common shares,
having a market value of $50,000 on the effective date of the Stem Cell
Agreement.
In March
2009, BioTime amended its license agreement with the Wisconsin Alumni Research
Foundation (“WARF”). The amendment increased the license fee from
$225,000 to $295,000, of which $225,000 is payable in cash and $70,000 was
payable by delivering BioTime common shares having a market value of $70,000 as
of March 2, 2009. The amendment extends until March 2, 2010 the dates
for payment of the $215,000 balance of the cash license fee and $20,000 in
remaining reimbursement of costs associated with preparing, filing and
maintaining the Licensed Patents by WARF to January 3, 2010. The
commencement date for payment of the annual $25,000 license maintenance fee has
also been extended to March 2, 2010.
9
4. Shareholders’
Equity (Deficit)
Total
shareholders' equity was increased by $8,493,274, from a deficit of $4,346,814
at December 31, 2008 to positive equity of $4,146,460 at September 30,
2009. This increase was due to issuances of BioTime common shares for
$8,000,000 in cash in May and July 2009 to two investors under Stock and Warrant
Purchase Agreements dated May 13, 2009, to the exercises of options at a total
value of $848,448, to the exercises of warrants at a total value of $518,640, to
debt converted to equity in the amount of $3,974,574, to shares issued for new
loan commitments of a total value of $144,024 during the period, to debt
extended in the amount of $160,157 in accordance with the Credit Agreement, to
valuation of options and warrants vested during the period for a total value of
$758,216, to the right of Credit Agreement lenders to exchange promissory notes
for common shares for a total value of $304,400, to the issuance of
common shares for financial adviser services in the amount of $229,500, and for
deferred license fees of $120,000. The impact of the reduction was
partially offset by net loss of $6,564,339 during the nine months ended
September 30, 2009.
5. Loss
Per Share
Basic
loss per share excludes dilution and is computed by dividing net loss by the
weighted average number of common shares outstanding during the
period. Diluted loss per share reflects the potential dilution from
securities and other contracts which are exercisable or convertible into common
shares. For the three and nine months ended September 30, 2009 and
2008, options to purchase 3,498,000 and 3,678,332 common shares, respectively,
and warrants to purchase 12,813,196 and 7,947,867, respectively, were excluded
from the computation of loss per share as their inclusion would be
antidilutive. As a result, there is no difference between basic and
diluted calculations of loss per share for all periods presented.
6. Subsequent
Events
In
October 2009, BioTime formed a new subsidiary, OncoCyte Corporation, which then
entered into a Stock Purchase Agreement under which it sold 3,000,000 of its
common shares, no par value, to Mr. George Karfunkel for $2,000,000 in cash,
representing a 15% interest in OncoCyte. Under the Stock Purchase
Agreement, Mr. Karfunkel has the right, but not the obligation, to purchase an
additional 3,000,000 OncoCyte common shares for $2,000,000 on or before April
15, 2010. Mr. Karfunkel beneficially owns more than 10% of the
outstanding common shares of BioTime. OncoCyte has agreed to file a
registration statement to register Mr. Karfunkel’s OncoCyte shares for sale
under the Securities Act of 1933, as amended (the “Securities Act”), upon his
request but not earlier than one year after OncoCyte completes an initial public
offering of its common shares. Mr. Karfunkel may also include his
shares in any registration statement filed by OncoCyte under the Securities Act
at any time after the completion of an initial public offering of OncoCyte
common shares, subject to certain exceptions and
limitations. OncoCyte will bear the costs of the registration
statements, including without limitation all registration and filing fees, fees
and expenses of compliance with securities or blue sky laws (including counsel’s
fees and expenses), printing expenses, messenger and delivery expenses, listing
fees and expenses, and fees and expenses of OncoCyte’s counsel, independent
accountants, and other persons retained or employed by OncoCyte. Mr.
Karfunkel will pay any underwriters discounts applicable to the sale of his
shares. OncoCyte and Mr. Karfunkel have agreed to indemnify each
other from certain liabilities, including liabilities under the Securities Act,
that may arise in connection with the sale of his shares under any such
registration statements.
10
In
October 2009, BioTime received royalties in the amount of $19,692 from CJ
CheilJedang Corp. (“CJ”), and received royalties in the amount of $257,388 from
Hospira. These amounts are based on sales of Hextend made by Hospira
and CJ in the third quarter of 2009, and will be reflected in BioTime’s
condensed consolidated interim financial statements for the fourth quarter of
2009.
In
October 2009, BioTime’s Board of Directors approved grants of a total of 30,000
incentive stock options to five new employees. These options have an
exercise price of $4.60, which was the last closing price of BioTime’s stock
immediately preceding this approval.
Between
September 30, 2009 and November 10, 2009, there were exercises of 266,934
BioTime warrants, yielding total proceeds to BioTime of
$533,868.
11
Item
2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF
FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Overview
We are a
biotechnology company engaged in two areas of biomedical research and product
development. We historically have developed blood plasma volume
expanders, and related technology for use in surgery, emergency trauma treatment
and other applications. Our lead blood plasma expander product,
Hextend®, is a
physiologically balanced intravenous solution used in the treatment of
hypovolemia. Hypovolemia is a condition caused by low blood volume,
often from blood loss during surgery or from injury. Hextend
maintains circulatory system fluid volume and blood pressure and keeps vital
organs perfused during surgery and trauma care.
We have
entered the regenerative medicine business focused on human embryonic stem
(“hES”) cell and induced pluripotent stem (“iPS”) cell
technology. Products for the research market are being developed and
marketed through our wholly owned subsidiary, Embryome Sciences,
Inc. We plan to develop stem cell products for
therapeutic use to treat cancer through our new subsidiary OncoCyte
Corporation, and through our subsidiary BioTime Asia, Limited in Hong
Kong.
.
Our
operating revenues have been derived almost exclusively from royalties and
licensing fees related to the sale of our plasma volume expander products,
primarily Hextend. We began to make our first stem cell research
products available during 2008, but we have not yet generated significant
revenues in that business segment. Our ability to generate
substantial operating revenue depends upon our success in developing and
marketing or licensing our plasma volume expanders and stem cell products and
technology for medical and research use.
Until
such time as we are able to successfully commercialize any of the various
regenerative medicine products and enter into commercial license agreements for
those products and additional foreign commercial license agreements for Hextend,
we will depend upon royalties from the sale of Hextend by Hospira and CJ as our
principal source of revenues.
Hextend® and
PentaLyte® are
registered trademarks of BioTime, Inc., and ESpan™,
ReCyte™, and
Espy™ are
trademarks of Embryome Sciences, Inc. ACTCellerate™ is a
trademark licensed to Embryome Sciences, Inc. by Advanced Cell Technology,
Inc.
Stem
Cells and Products for Regenerative Medicine Research
Regenerative
medicine refers to therapies based on hES cell technology that are designed to
rebuild cell and tissue function lost due to degenerative disease or
injury. hES cells are pluripotent, meaning they have the potential to
become any kind of cell found in the human body. Since embryonic stem
cells can now be derived in a noncontroversial manner, they are increasingly
likely to be utilized in a wide array of future therapies to restore the
function of organs damaged by degenerative diseases such as heart failure,
stroke, and diabetes.
12
Our
subsidiary, Embryome Sciences, is focusing its efforts in the regenerative
medicine field on the development and sale of advanced human stem cell products
and technology that can be used by researchers at universities and other
institutions, at companies in the bioscience and biopharmaceutical industries,
and at other companies that provide research products to companies in those
industries. These research-only products generally can be marketed without
regulatory (FDA) approval, and are therefore relatively near-term business
opportunities that we believe can be commercialized more quickly, using less
capital, than therapeutic products.
Embryome
Sciences has already introduced its first stem cell research products, and is
implementing plans to develop additional research products over the next two
years. One of the first products is a relational database that will permit
researchers to chart the cell lineages of human development, the genes expressed
in those cell types, and antigens present on the cell surface of those cells
that can be used in purification. This database will provide the first
detailed map of the embryome and will aid researchers in navigating the
complexities of human development and in identifying the many hundreds of cell
types coming from embryonic stem cells. Our embryome map data base is now
available at the website Embryome.com.
Embryome
Sciences acquired a license to use ACTCellerate™
technology and the rights to market approximately 100 progenitor cell types made
using ACTCellerate™
technology. ACTCellerate™
technology allows the rapid isolation of novel, highly-purified embryonic
progenitor cells (“hEPCs”). hEPCs are intermediate in the
developmental process between embryonic stem cells and fully differentiated
cells. hEPCs may possess the ability to become a wide array of cell
types with potential applications in research, drug discovery, and human
regenerative stem cell therapy.
Embryome
Sciences has entered into an agreement under which Millipore Corporation became
a worldwide distributor of ACTCellerate™ hEPC
lines. Millipore’s initial offering of Embryome Sciences’ products
will include six novel hEPC lines and optimized ESpan™
growth media for the in
vitro propagation of each hEPC line. The companies anticipate
jointly launching 35 cell lines and associated ESpan™
growth media within the coming 12 months. The Embryome Sciences
products distributed by Millipore may also be purchased directly from Embryome
Sciences at Embryome.com.
Embryome
Sciences also plans to offer for sale an array of hES cell lines carrying
inherited genetic diseases such as cystic fibrosis and muscular dystrophy. Other
new products that Embryome Sciences has targeted for development are ESpy™ cell
lines, which will be derivatives of hES cells that send beacons of light in
response to the activation of particular genes.
Embryome
Sciences also plans to bring to market new growth and differentiation factors
that will permit researchers to manufacture specific cell types from embryonic
stem cells, and purification tools useful to researchers in quality control of
products for regenerative medicine. As new products are developed,
they will become available for purchase on Embryome.com.
13
We have
also announced that we will organize a new subsidiary, BioTime Asia, Limited,
for the purpose of clinically developing and marketing therapeutic stem cell
products in Hong Kong, and marketing stem cell research products in China and
other countries in Asia. BioTime Asia will initially seek to develop
the therapeutic products for the treatment of ophthalmologic, skin,
musculo-skeletal system, and hematologic diseases, including the targeting of
genetically modified stem cells to tumors as a novel means of treating currently
incurable forms of cancer.
We have
engaged the services of Dr. Lu Daopei to facilitate BioTime Asia in arranging
and managing clinical trials of therapeutic stem cell products. Dr.
Lu is a world-renowned hematologist and expert in the field of hematopoietic
stem cell transplants who pioneered the first successful syngeneic bone marrow
stem cell transplant in the People’s Republic of China to treat aplastic anemia
and the first allogeneic peripheral blood stem cell transplant to treat acute
leukemia. Nanshan Memorial Medical Institute Limited (“NSMMI”), a
private Hong Kong company, has entered into an agreement with us under which
NSMMI will become a minority shareholder in BioTime Asia and will provide
BioTime Asia with its initial laboratory facilities and an agreed number of
research personnel, and will arrange financing for clinical trials.
BioTime
and our subsidiary, Embryome Sciences, Inc., will license the new venture rights
to use certain stem cell technology, and will sell the new venture stem cell
products for therapeutic use and for resale as research products. To
the extent permitted by law, BioTime Asia will license back to us for use
outside of China any new technology that BioTime Asia might develop or
acquire.
Our
obligations are subject to certain conditions and contingencies, including the
completion of feasibility studies for the venture. Either we or NSMMI
may terminate the agreement if certain clinical trial milestones are not met,
including the commencement of the first clinical trial of a therapeutic stem
cell product within two years.
During
October 2009, we organized OncoCyte Corporation for the purpose of developing
novel therapeutics for the treatment of cancer based on stem cell
technology. We and Embryome Sciences will license certain technology
to OncoCyte restricted to the field of cell-based cancer therapies, including
early patent filings on targeting stem cells to malignant
tumors. OncoCyte’s new therapeutic strategy and goal will be to
utilize human embryonic stem cell technology to create genetically modified stem
cells capable of homing to specific malignant tumors while carrying genes that
can cause the destruction of the cancer cells.
There is
no assurance that BioTime Asia or OncoCyte will be successful in developing any
new technology or stem cell products, or that any technology or products that
they may develop will be proven safe and effective in treating cancer or other
diseases in humans, or be successfully commercialized. Our potential
therapeutic products are at a very early stage of preclinical
development. Before any clinical trials can be conducted by BioTime
Asia or OncoCyte, they would have to compile sufficient laboratory test data
substantiating the characteristics and purity of the stem cells, conduct animal
studies, and then obtain all necessary regulatory and clinical trial site
approvals, and assemble a team of physicians and statisticians for the
trials.
14
On April
29, 2009, the California Institute of Regenerative Medicine (“CIRM”) awarded us
a $4,721,706 grant for a stem cell research project related to our
ACTCellerate™
technology. Our grant project is titled “Addressing the Cell Purity
and Identity Bottleneck through Generation and Expansion of Clonal Human
Embryonic Progenitor Cell Lines.” In our CIRM-funded research project
we will work with hEPCs generated using our ACTCellerate™
technology. The hEPCs are relatively easy to manufacture on a large
scale and in a purified state, which may make it advantageous to work with these
cells compared to the direct use of hES cells. We will work on
identifying antibodies and other cell purification reagents that may be useful
in the production of hEPCs that can be used to develop pure therapeutic cells
such as nerve, blood vessel, heart muscle, and cartilage, as well as other cell
types. The CIRM grant covers the period of September 1, 2009 through
August 31, 2012, and we received the first quarterly payment in the amount of
$395,096 from CIRM on October 12, 2009.
Plasma
Volume Expander Products
Our
principal product, Hextend, is a physiologically balanced blood plasma volume
expander, for the treatment of hypovolemia. Hextend is being
distributed in the United States by Hospira, Inc. and in South Korea by CJ
CheilJedang Corp. (“CJ”) under exclusive licenses from us. Summit
Pharmaceuticals International Corporation (“Summit”) has a license to develop
Hextend and PentaLyte in Japan, the People’s Republic of China, and
Taiwan. Summit will need to find a sublicensee or other source
of funding in order to complete clinical studies required to market
Hextend.
Hextend
has become the standard plasma volume expander at a number of prominent teaching
hospitals and leading medical centers and is part of the Tactical Combat
Casualty Care protocol. We believe that as Hextend use proliferates
within the leading U.S. hospitals, other smaller hospitals will follow their
lead, contributing to sales growth.
Results
of Operations
Revenues
Under our
license agreements, Hospira and CJ will report sales of Hextend and pay us the
royalties and license fees due on account of such sales after the end of each
calendar quarter. We recognize such revenues in the quarter in which
the sales report is received, rather than the quarter in which the sales took
place.
Our
royalty revenues for the three months ended September 30, 2009 consist of
royalties on sales of Hextend made by Hospira and CJ during the period beginning
April 1, 2009 and ending June 30, 2009. Royalty revenues recognized
for that three-month period were $225,518, a 34% decrease from the $341,391 of
royalty revenue during the same period last year. The decrease in
royalties reflects a decrease in sales to the United States Armed Forces, offset
somewhat by an increase in sales to hospitals. Purchases by the Armed
Forces generally take the form of intermittent, large volume orders, and cannot
be predicted with certainty.
15
We
received royalties of $19,692 from CJ and royalties of $257,388 from Hospira
during October 2009 based on sales of Hextend during the three months ended
September 30, 2009. This revenue will be reflected in our financial
statements for the fourth quarter of 2009. For the same period last
year, we received royalties of $19,887 from CJ and $212,009 from
Hospira. Royalties from CJ were included in license fees during prior
accounting periods.
We
recognized $73,226 and $70,865 of license fees from CJ and Summit during the
three months ended September 30, 2009 and September 30, 2008,
respectively. Full recognition of license fees has been deferred, and
is being recognized over the life of the contract, which has been estimated to
last until approximately 2019 based on the current expected life of the
governing patent covering our products in Korea and Japan.
On April
29, 2009, CIRM awarded us a $4,721,706 grant for a stem cell research project
related to our ACTCellerate™
technology. The CIRM grant covers the period of September 1, 2009
through August 31, 2012, and we received the first quarterly payment in the
amount of $395,096 from CIRM on October 12, 2009. We recognized
$131,699 of grant revenue for the three and nine months ended September 30,
2009.
Operating
Expenses
Research
and development expenses were $744,201 for the three months ended September 30,
2009, compared to $548,478 for the three months ended September 30,
2008. This increase is primarily attributable to an increase of
$62,149 in laboratory supplies and expenses, an increase of $101,473 in salaries
and related payroll fees and taxes allocated to research and development, an
increase of $61,840 in outside research expenses, and an increase of $35,795 in
stock-based compensation allocated to research and development. These
increases were offset to some extent by decreases in expenses allocated to
research and development of $16,999 for rent and of $48,042 for
insurance.
Research
and development expenses were $1,909,619 for the nine months ended September 30,
2009, compared to $1,312,607 for the nine months ended September 30,
2008. This increase is primarily attributable to an increase of
$198,429 in laboratory supplies and expenses, an increase of $108,998 in rent
allocated to research and development, an increase of $244,830 in salaries and
related payroll fees and taxes allocated to research and development, an
increase of $35,795 in stock-based compensation allocated to research and
development, and an increase of $88,975 in outside research
expenses. These increases were offset to some extent by a decrease of
$59,743 in insurance expense allocated to research and development.
Research
and development expenses include laboratory study expenses, salaries, rent,
insurance, and consultants’ fees.
General
and administrative expenses increased to $2,637,133 for the three months ended
September 30, 2009, from $792,306 for the three months ended September 30,
2008. This increase is primarily attributable to an increase of
$1,503,436 in stock appreciation rights compensation liability expenses, an
increase of $15,194 in general and administrative consulting fees, an increase
of $30,923 in expenses related to outside services, an increase of $43,963 in
legal fees, an increase of $201,407 in compensation to our independent
directors, an increase of $34,408 for expenses related to our Annual Meeting of
Shareholders, an increase of $56,957 for investor and public relations expenses,
and an increase of $23,270 for patent expenses. These increases were
offset in part by a decrease of $32,244 in accounting fees, and a decrease of
$64,271 in stock-based compensation expenses allocated to general and
administrative expense.
16
General
and administrative expenses increased to $4,520,317 for the nine months ended
September 30, 2009 from $1,760,514 for the nine months ended September 30,
2008. This increase is primarily attributable to an increase of
$1,968,702 in compensation liability expenses with respect to stock appreciation
rights granted to certain executive officers, an increase of $89,330 in outside
services, an increase of $24,544 in general and administrative consulting fees,
an increase of $37,435 in travel and entertainment expenses, an increase of
$27,249 in rent allocated to general and administrative costs, a net increase of
$246,722 in stock-based compensation expenses allocated to general and
administrative expense, an increase of $193,907 in compensation to our
independent directors, an increase of $34,408 for expenses related to our Annual
Meeting of Shareholders, an increase of $61,871 for investor and public
relations expenses, an increase of $35,485 in legal fees, an increase of $21,731
for patent expenses, and an increase in depreciation expense by
$16,572. These increases were offset in part by a decrease of $13,815
in office supplies and expenses, a decrease of $22,093 in accounting fees, a
decrease of $13,960 in licensing fees, and a decrease of $14,936 in insurance
expenses allocated to general and administrative expense.
Interest
and Other Income (Expense)
For the
three months ended September 30, 2009, we incurred a total of $653,664 of net
interest expense, compared to net interest expense of $164,945 for
the three months ended September 30, 2008. For the nine months ended
September 30, 2009, we incurred a total of $1,326,367 of net interest expense,
compared to net interest expense of $367,995 for
the nine months ended September 30, 2008. These increases for both
the three and nine months ended September 30, 2009 reflect an increase in
borrowings under our revolving line of credit. Interest expense also
includes an imputed cost arising from the right of Credit Agreement lenders to
exchange their promissory notes for BioTime common shares at a discounted price;
for the three and six months ended September 30, 2009, the imputed cost so
included in interest expense was $2,089 and $302,954,
respectively. Also, as part of our Line of Credit exchange offer
conducted in August 2009, we paid participating lenders interest that would have
been owed them through December 1, 2009. This interest paid for the
period of August 16, 2009 through December 1, 2009 equaled approximately
$118,000. See Note 2 to the condensed interim financial
statements.
17
Income
Taxes
During
the three months ended September 30, 2009 and 2008, there were no Federal and
state income taxes owed, since BioTime has substantial net operating loss
carryovers and has provided a 100% valuation allowance for any deferred
taxes.
Liquidity
and Capital Resources
Net cash
used in operations during the nine months ended September 30, 2009 amounted to
approximately $3,120,000. At September 30, 2009, we had $7,942,577 of
cash and cash equivalents on hand, and a line of credit for $3,500,000 from
which $150,000 remained drawn and still payable.
During
May and July, 2009, we raised $8,000,000 of equity capital through the sale of
4,400,000 common shares and 4,400,000 stock purchase warrants to two private
investors. The warrants entitle the investors to purchase additional
common shares at an exercise price of $2.00 per share. The warrants
will expire on October 31, 2010 and may not be exercised after that
date. See Note 6 to the condensed interim financial statements
for additional information.
During
October 2009, our subsidiary OncoCyte Corporation raised $2,000,000 through the
sale of 3,000,000 common shares to a private investor who also has the right,
but not the obligation, to acquire an additional 3,000,000 OncoCyte common
shares for $2,000,000 by April 15, 2009. The capital raised by
OncoCyte will be used to finance the initial stages of its research and
development program.
We have a
Revolving Line of Credit Agreement (the “Credit Agreement”) with certain private
lenders that is collateralized by a security interest in our right to receive
royalty and other payments under our license agreement with Hospira,
Inc. We may borrow up to $3,500,000 under the Credit
Agreement. Following an amendment to the Credit Agreement in April
2009, the maturity date of this Revolving Line of Credit was extended to
December 1, 2009 with respect to $2,669,282 in principal amount of
loans. We repaid $223,834 of principal and accrued interest on loans
that matured on April 15, 2009 and were not extended. In addition,
from January 1 through April 15, 2009, certain lenders exercised their right to
exchange $624,415 of principal and accrued interest on loans for an aggregate of
423,934 BioTime common shares. We also received a total of $2,310,000
of new loans under the amended Credit Agreement during the period January 1
through May 19, 2009.
On August
20, 2009, we completed an exchange offer with the holders of the revolving
credit notes, through which we issued 1,989,515 common shares and warrants to
purchase 100,482 common shares in exchange for revolving credit notes in the
aggregate principal amount of $3,349,259. We also paid interest in
the aggregate amount of $294,351 on the revolving credit notes tendered in the
exchange offer. The warrants issued in the exchange offer are
exercisable at a price of $2.00 per share, subject to adjustment under the terms
of a Warrant Agreement governing the warrants, and will expire at 5:00 p.m. EST
on October 31, 2010.
18
Revolving
credit notes in the amount of $150,000 remain outstanding and will be payable
with accrued interest upon maturity on December 1, 2009 unless converted into
equity by the note holder per the terms of the Credit Agreement. The
remaining lender has the right to exchange their promissory notes for BioTime
common shares at a price of $2.00 per share, and for Embryome Sciences common
stock at $3.50 per share until December 1, 2009. The foregoing per
share exchange prices are subject to proportional adjustment in the event of a
stock split, reverse stock split, or similar event.
In April
2009, CIRM awarded us a $4,721,706 grant for a stem cell research project
related to our ACTCellerate™ technology. CIRM will provide funding
for this research project over a period of three years, with approximately
$1,600,000 expected to be available during the first 12 months. The
CIRM grant covers the period of September 1, 2009 through August 31, 2012, and
we received the first quarterly payment in the amount of $395,096 from CIRM on
October 12, 2009, of which $131,699 is recognized as grant income for the three
and nine months ended September 30, 2009.
BioTime
had approximately 12.8 million warrants outstanding as of September 30,
2009. These warrants have an exercise price of $2.00 per warrant,
they expire on October 31, 2010, and they are callable under certain
conditions. These conditions include our common stock being traded on
a national exchange, public registration of the warrants (of which approximately
7.5 million are already currently registered), and the price of the shares
traded on a national exchange being $4.00 or greater for 20 consecutive
days.
There are
no current plans to call the warrants. If exercised, the warrants
would provide us with approximately $25 million of additional capital
resources.
Since
inception, we have primarily financed our operations through the sale of equity
securities, licensing fees, royalties on product sales by our licensees, and
borrowings. The amount of license fees and royalties that may be
earned through the licensing and sale of our products and technology, the timing
of the receipt of license fee payments, and the future availability and terms of
equity financing, are uncertain. Although we have recently been
awarded a research grant from CIRM for a particular project, we must finance our
other research and operations with funding from other
sources. Although OncoCyte has raised $2,000,000 to fund the start-up
of its initial research and development program, it will need to raise
substantial amounts of additional capital or to collaborate with another stem
cell or pharmaceutical development company to develop products in its field of
research. BioTime Asia will rely upon NSMMI to provide or raise
financing for its operations. The unavailability or inadequacy of
financing or revenues to meet future capital needs could force us to modify,
curtail, delay, or suspend some or all aspects of our planned
operations. Sales of additional equity securities could result in the
dilution of the interests of present shareholders.
We had no
contractual obligations as of September 30, 2009, with the exception of two
facilities lease agreements. We currently have a fixed,
non-cancelable operating lease on our office and laboratory facilities in
Emeryville, California (the “Emeryville lease”). Under the Emeryville
lease, we are committed to make payments of $11,127 per month, increasing 3%
annually, plus our pro rata share of operating costs for the building and office
complex, through May 31, 2010. In April 2008, we entered into a
sublease of approximately 11,000 square feet of office and research laboratory
spaced at 1301 Harbor Bay Parkway, in Alameda, California (the “Alameda
sublease”). We have now moved our headquarters to this new
facility. The Alameda sublease will expire on November 30,
2010. Base monthly rent was $22,000 during 2008, and will be $22,600
during 2009, and $23,340 during 2010. In addition to base rent, we
will pay a pro rata share of real property taxes and certain costs related to
the operation and maintenance of the building in which the subleased premises
are located.
19
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
We did
not hold any market risk sensitive instruments as of September 30, 2009,
December 31, 2008, or September 30, 2008.
Item
4T. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
It is
management’s responsibility to establish and maintain “disclosure controls and
procedures” as such term is defined in Rule 13a-15 under the Securities Exchange
Act of 1934 (the “Exchange Act”). Our management, including our
principal executive officer, our principal operations officer, and our principal
financial officer, have reviewed and evaluated the effectiveness of our
disclosure controls and procedures as of a date within ninety (90) days of the
filing date of this Form 10-Q quarterly report. Following this review
and evaluation ,
management collectively determined that our disclosure controls and procedures
are effective to ensure that information required to be disclosed by us in
reports that we file or submit under the Exchange Act (i) is recorded,
processed, summarized, and reported within the time periods specified in SEC
rules and forms, and (ii) is accumulated and communicated to management,
including our chief executive officer, our chief operations officer, and our
chief financial officer, as appropriate to allow timely decisions regarding
required disclosure.
Changes
in Internal Controls
There
were no changes in our internal control over financial reporting that occurred
during the period covered by this Quarterly Report on Form 10-Q that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
20
PART
II - OTHER INFORMATION
Item
4. Submission of Matters to a Vote of Security Holders.
Our
annual meeting of shareholders was held on October 15, 2009. At the
meeting our shareholders elected nine directors to serve until the next annual
meeting and until their successors are duly elected and
qualified. Our shareholders also approved an amendment to our
articles of incorporation that increased the number of authorized common shares
from 50,000,000 to 75,000,000, and two amendments of our 2002 Employee Stock
Option Plan that made an additional 4,000,000 shares available for the grant of
stock options or the sale of restricted stock to our key employees, directors,
and consultants. The shareholders also ratified the Board of
Directors’ selection of Rothstein Kass & Company, P.C. as our independent
public accountants to audit our financial statements for the current fiscal
year. The following tables show the votes cast by our shareholders
and any abstentions and broker non-votes with respect to the matters presented
to shareholders for a vote at the meeting:
Election
of Directors
Nominee
|
Votes For
|
Percent of Vote
|
Votes Withheld
|
Neal
C. Bradsher
|
27,492,709
|
99.31%
|
190,802
|
Arnold
I. Burns
|
27,437,588
|
99.11%
|
245,923
|
Robert
N. Butler
|
27,487,411
|
99.29%
|
196,100
|
Abraham
E. Cohen
|
27,436,048
|
99.11%
|
247,463
|
Valeta
A. Gregg
|
27,516,693
|
99.40%
|
166,818
|
Alfred
D. Kingsley
|
27,514,388
|
99.39%
|
169,123
|
Pedro
Lichtinger
|
27,476,494
|
99.25%
|
207,017
|
Judith
Segall
|
27,517,747
|
99.40%
|
165,764
|
Michael
D. West
|
27,514,809
|
99.39%
|
168,702
|
Amendment
of Articles of Incorporation
Shares Voted
|
Percent of Quorum
|
|
For
|
27,289,482
|
98.58%
|
Against
|
315,238
|
|
Abstain
|
78,791
|
|
Broker
Non-Votes
|
-
|
21
Amendments
of 2002 Stock Option Plan
Shares Voted
|
Percent of Quorum
|
|
For
|
18,306,538
|
66.13%
|
Against
|
621,140
|
|
Abstain
|
41,252
|
|
Broker
Non-Votes
|
8,714,581
|
Ratification
of Appointment of Independent Accountants
Shares Voted
|
Percent of Quorum
|
|
For
|
27,555,842
|
99.54%
|
Against
|
68,694
|
|
Abstain
|
58,975
|
|
Broker
Non-Votes
|
-
|
22
Item
6. Exhibits
Exhibit
Numbers
|
Description
|
|
3.1
|
Articles
of Incorporation with all amendments.§
|
|
|
||
3.2
|
By-Laws,
As Amended.#
|
|
|
||
4.1
|
Specimen
of Common Share Certificate.+
|
|
|
||
4.2
|
Form
of Warrant Agreement between BioTime, Inc. and American Stock Transfer
& Trust Company++
|
|
|
||
4.3
|
Form
of Amendment to Warrant Agreement between BioTime, Inc. and American Stock
Transfer & Trust Company. +++
|
|
|
||
4.4
|
Form
of Warrant+++
|
|
|
||
4.5
|
Warrant
Agreement between BioTime, Inc., Broadwood Partners, L.P., and George
Karfunkel ~~
|
|
|
||
4.6
|
Form
of Warrant ~~
|
|
|
||
10.1
|
Intellectual
Property Agreement between BioTime, Inc. and Hal
Sternberg.+
|
|
|
||
10.2
|
Intellectual
Property Agreement between BioTime, Inc. and Harold
Waitz.+
|
|
|
||
10.3
|
Intellectual
Property Agreement between BioTime, Inc. and Judith
Segall.+
|
|
|
||
10.4
|
Intellectual
Property Agreement between BioTime, Inc. and Steven
Seinberg.*
|
|
|
||
10.5
|
Agreement
between CMSI and BioTime Officers Releasing Employment Agreements, Selling
Shares, and Transferring Non-Exclusive License.+
|
|
|
||
10.6
|
Agreement
for Trans Time, Inc. to Exchange CMSI Common Stock for BioTime, Inc.
Common Shares.+
|
|
|
||
10.7
|
2002
Stock Option Plan, as amended. §
|
|
|
||
10.8
|
Exclusive
License Agreement between Abbott Laboratories and BioTime,
Inc. (Portions of this exhibit have been omitted pursuant to a
request for confidential
treatment).##
|
23
10.9
|
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).^
|
|
|
||
10.10
|
Exclusive
License Agreement between BioTime, Inc. and CJ Corp.**
|
|
|
||
10.11
|
Hextend
and PentaLyte Collaboration Agreement between BioTime, Inc. and Summit
Pharmaceuticals International Corporation.‡
|
|
|
||
10.12
|
Lease
dated as of May 4, 2005 between BioTime, Inc. and Hollis R& D
Associates ‡‡
|
|
|
||
10.13
|
Addendum
to Hextend and PentaLyte Collaboration Agreement Between BioTime Inc. And
Summit Pharmaceuticals International Corporation‡‡‡
|
|
|
||
10.14
|
Amendment
to Exclusive License Agreement Between BioTime, Inc. and Hospira,
Inc.††
|
|
|
||
10.15
|
Hextend
and PentaLyte China License Agreement Between BioTime, Inc. and Summit
Pharmaceuticals International Corporation.†††
|
|
|
||
10.16
|
Employment
Agreement, dated October 10, 2007, between BioTime, Inc. and Michael D.
West.++++
|
|
|
||
10.17
|
Commercial
License and Option Agreement between BioTime and Wisconsin Alumni Research
Foundation.****
|
|
|
||
10.18
|
Form
of Amended and Restated Revolving Credit Note.‡‡‡‡
|
|
|
||
10.19
|
Third
Amended and Restated Revolving Line of Credit Agreement, March 31,
2008.~
|
|
|
||
10.20
|
Third
Amended and Restated Security Agreement, dated March 31,
2008.~
|
|
|
||
10.21
|
Sublease
Agreement between BioTime, Inc. and Avigen, Inc.++++
|
|
|
||
10.22
|
License,
Product Production, and Distribution Agreement, dated June 19, 2008, among
Lifeline Cell Technology, LLC, BioTime, Inc., and Embryome Sciences, Inc.
^^
|
24
10.23
|
License
Agreement, dated July 10, 2008, between Embryome Sciences, Inc. and
Advanced Cell Technology, Inc. ^^
|
|
|
||
10.24
|
License
Agreement, dated August 15, between Embryome Sciences, Inc. and Advanced
Cell Technology, Inc. ^^^
|
|
|
||
10.25
|
Sublicense
Agreement, dated August 15, between Embryome Sciences, Inc. and Advanced
Cell Technology, Inc. ^^^
|
|
|
||
10.26
|
Fourth
Amendment of Revolving Line of Credit Agreement.^^^
|
|
|
||
10.27
|
Fourth
Amendment of Security Agreement.^^^
|
|
|
||
10.28
|
Stem
Cell Agreement, dated February 23, 2009, between Embryome Sciences, Inc.
and Reproductive Genetics Institute. ^^^^
|
|
|
||
10.29
|
First
Amendment of Commercial License and Option Agreement, dated March 11,
2009, between BioTime and Wisconsin Alumni Research Foundation.
^^^^
|
|
|
||
10.30
|
Employment
Agreement, dated October 10, 2007, between BioTime, Inc. and Robert
Peabody. ^^^^
|
|
|
||
10.31
|
Fifth
Amendment of Revolving Line of Credit Agreement, dated April 15,
2009.‡‡‡‡‡
|
|
|
||
10.32
|
Form
of Amendment of Revolving Credit Note. ‡‡‡‡‡
|
|
|
||
10.33
|
Fifth
Amendment of Security Agreement, dated April 15, 2009.
‡‡‡‡‡
|
|
|
||
10.34
|
Stock
and Warrant Purchase Agreement between BioTime, Inc. and George Karfunkel.
~~
|
|
|
||
10.35
|
Stock
and Warrant Purchase Agreement between BioTime, Inc. and Broadwood
Partners, L.P. ~~
|
|
|
||
10.36
|
Registration
Rights Agreement between BioTime, Inc., Broadwood Partners, L.P. and
George Karfunkel. ~~~
|
|
10.37
|
Co-Exclusive
OEM Supply Agreement, date July 7, 2009, between Embryome Sciences, Inc.
and Millipore Corporation (Portions of this exhibit have been omitted
pursuant to a request for confidential treatment). ~~~
|
|
10.38
|
Stock
Purchase Agreement between OncoCyte Corporation and George
Karfunkel.§
|
25
10.39
|
Registration
Rights Agreement between OncoCyte Corporation and George Karfunkel.
§
|
|
31
|
Rule
13a-14(a)/15d-14(a) Certification. §
|
|
|
||
32
|
Section
1350 Certification. §
|
|
|
+
|
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 Registration Statement on Form S-2, File Number
333-109442, filed with the Securities and Exchange Commission on October
3, 2003, and Amendment No.1 thereto filed with the Securities and Exchange
Commission on November 13, 2003.
|
|
+++
|
Incorporated
by reference to Registration Statement on Form S-2, File Number
333-128083, filed with the Securities and Exchange Commission on September
2, 2005.
|
|
##
|
Incorporated
by reference to BioTime’s Form 8-K, filed April 24,
1997.
|
|
^
|
Incorporated
by reference to BioTime’s Form 10-Q for the quarter ended June 30,
1999.
|
|
*
|
Incorporated
by reference to BioTime’s Form 10-K for the year ended December 31,
2001.
|
|
**
|
Incorporated
by reference to BioTime’s Form 10-K/A-1 for the year ended December 31,
2002.
|
|
‡
|
Incorporated
by reference to BioTime’s Form 8-K, filed December 30,
2004.
|
|
‡‡
|
Incorporated
by reference to Post-Effective Amendment No. 3 to Registration Statement
on Form S-2 File Number 333-109442, filed with the Securities and Exchange
Commission on May 24, 2005.
|
|
‡‡‡
|
Incorporated
by reference to BioTime’s Form 8-K, filed December 20,
2005.
|
|
††
|
Incorporated
by reference to BioTime’s Form 8-K, filed January 13,
2006.
|
26
†††
|
Incorporated
by reference to BioTime’s Form 8-K, filed March 30,
2006.
|
|
***
|
Incorporated
by reference to BioTime’s Form 10-Q for the quarter ended June 30,
2006.
|
|
****
|
Incorporated
by reference to BioTime’s Form 8-K, filed January 9,
2008.
|
|
‡‡‡‡
|
Incorporated
by reference to BioTime’s Form 8-K, filed March 10,
2008.
|
|
~
|
Incorporated
by reference to BioTime’s Form 8-K filed April 4, 2008.
|
|
++++
|
Incorporated
by reference to BioTime’s Form 10-KSB for the year ended December 31,
2007.
|
|
^^
|
Incorporated
by reference to BioTime’s Form 10-Q for the quarter ended June 30,
2008.
|
|
^^^
|
Incorporated
by reference to BioTime’s Form 10-Q for the quarter ended September 30,
2008.
|
|
^^^^
|
Incorporated
by reference to BioTime’s Form 10-K for the year ended December 31,
2008.
|
|
‡‡‡‡‡
|
Incorporated
by reference to BioTime’s Form 8-K filed April 17,
2009.
|
|
~~
|
Incorporated
by reference to BioTime’s Form 10-Q for the quarter ended March 31,
2009.
|
|
~~~
|
Incorporated
by reference to BioTime’s Form 10-Q for the quarter ended June 30,
2009.
|
|
§
|
Filed
herewith.
|
27
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, thereunto
duly authorized.
BIOTIME,
INC.
|
|
|
|
|
|
Date:
November 12, 2009
|
/s/ Michael D.
West
|
Michael D.
West
|
|
Chief Executive
Officer
|
|
|
|
|
|
Date:
November 12, 2009
|
/s/ Steven A.
Seinberg
|
Steven A.
Seinberg
|
|
Chief Financial
Officer
|
28
Exhibit
Numbers
|
Description
|
|
Articles
of Incorporation with all amendments.§
|
||
|
||
3.2
|
By-Laws,
As Amended.#
|
|
|
||
4.1
|
Specimen
of Common Share Certificate.+
|
|
|
||
4.2
|
Form
of Warrant Agreement between BioTime, Inc. and American Stock Transfer
& Trust Company++
|
|
|
||
4.3
|
Form
of Amendment to Warrant Agreement between BioTime, Inc. and American Stock
Transfer & Trust Company. +++
|
|
|
||
4.4
|
Form
of Warrant+++
|
|
|
||
4.5
|
Warrant
Agreement between BioTime, Inc., Broadwood Partners, L.P., and George
Karfunkel ~~
|
|
|
||
4.6
|
Form
of Warrant ~~
|
|
|
||
10.1
|
Intellectual
Property Agreement between BioTime, Inc. and Hal
Sternberg.+
|
|
|
||
10.2
|
Intellectual
Property Agreement between BioTime, Inc. and Harold
Waitz.+
|
|
|
||
10.3
|
Intellectual
Property Agreement between BioTime, Inc. and Judith
Segall.+
|
|
|
||
10.4
|
Intellectual
Property Agreement between BioTime, Inc. and Steven
Seinberg.*
|
|
|
||
10.5
|
Agreement
between CMSI and BioTime Officers Releasing Employment Agreements, Selling
Shares, and Transferring Non-Exclusive License.+
|
|
|
||
10.6
|
Agreement
for Trans Time, Inc. to Exchange CMSI Common Stock for BioTime, Inc.
Common Shares.+
|
|
|
||
2002
Stock Option Plan, as amended. §
|
||
|
||
10.8
|
Exclusive
License Agreement between Abbott Laboratories and BioTime,
Inc. (Portions of this exhibit have been omitted pursuant to a
request for confidential treatment).##
|
|
10.9
|
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).^
|
29
10.10
|
Exclusive
License Agreement between BioTime, Inc. and CJ Corp.**
|
|
|
||
10.11
|
Hextend
and PentaLyte Collaboration Agreement between BioTime, Inc. and Summit
Pharmaceuticals International Corporation.‡
|
|
|
||
10.12
|
Lease
dated as of May 4, 2005 between BioTime, Inc. and Hollis R& D
Associates ‡‡
|
|
|
||
10.13
|
Addendum
to Hextend and PentaLyte Collaboration Agreement Between BioTime Inc. And
Summit Pharmaceuticals International Corporation‡‡‡
|
|
|
||
10.14
|
Amendment
to Exclusive License Agreement Between BioTime, Inc. and Hospira,
Inc.††
|
|
|
||
10.15
|
Hextend
and PentaLyte China License Agreement Between BioTime, Inc. and Summit
Pharmaceuticals International Corporation.†††
|
|
|
||
10.16
|
Employment
Agreement, dated October 10, 2007, between BioTime, Inc. and Michael D.
West.++++
|
|
|
||
10.17
|
Commercial
License and Option Agreement between BioTime and Wisconsin Alumni Research
Foundation.****
|
|
|
||
10.18
|
Form
of Amended and Restated Revolving Credit Note.‡‡‡‡
|
|
|
||
10.19
|
Third
Amended and Restated Revolving Line of Credit Agreement, March 31,
2008.~
|
|
|
||
10.20
|
Third
Amended and Restated Security Agreement, dated March 31,
2008.~
|
|
|
||
10.21
|
Sublease
Agreement between BioTime, Inc. and Avigen, Inc.++++
|
|
|
||
10.22
|
License,
Product Production, and Distribution Agreement, dated June 19, 2008, among
Lifeline Cell Technology, LLC, BioTime, Inc., and Embryome Sciences, Inc.
^^
|
|
10.23
|
License
Agreement, dated July 10, 2008, between Embryome Sciences, Inc. and
Advanced Cell Technology, Inc.
^^
|
30
10.24
|
License
Agreement, dated August 15, between Embryome Sciences, Inc. and Advanced
Cell Technology, Inc. ^^^
|
|
|
||
10.25
|
Sublicense
Agreement, dated August 15, between Embryome Sciences, Inc. and Advanced
Cell Technology, Inc. ^^^
|
|
|
||
10.26
|
Fourth
Amendment of Revolving Line of Credit Agreement.^^^
|
|
|
||
10.27
|
Fourth
Amendment of Security Agreement.^^^
|
|
|
||
10.28
|
Stem
Cell Agreement, dated February 23, 2009, between Embryome Sciences, Inc.
and Reproductive Genetics Institute. ^^^^
|
|
|
||
10.29
|
First
Amendment of Commercial License and Option Agreement, dated March 11,
2009, between BioTime and Wisconsin Alumni Research Foundation.
^^^^
|
|
|
||
10.30
|
Employment
Agreement, dated October 10, 2007, between BioTime, Inc. and Robert
Peabody. ^^^^
|
|
|
||
10.31
|
Fifth
Amendment of Revolving Line of Credit Agreement, dated April 15,
2009.‡‡‡‡‡
|
|
|
||
10.32
|
Form
of Amendment of Revolving Credit Note. ‡‡‡‡‡
|
|
|
||
10.33
|
Fifth
Amendment of Security Agreement, dated April 15, 2009.
‡‡‡‡‡
|
|
|
||
10.34
|
Stock
and Warrant Purchase Agreement between BioTime, Inc. and George Karfunkel.
~~
|
|
|
||
10.35
|
Stock
and Warrant Purchase Agreement between BioTime, Inc. and Broadwood
Partners, L.P. ~~
|
|
|
||
10.36
|
Registration
Rights Agreement between BioTime, Inc., Broadwood Partners, L.P. and
George Karfunkel. ~~~
|
|
10.37
|
Co-Exclusive
OEM Supply Agreement, date July 7, 2009, between Embryome Sciences, Inc.
and Millipore Corporation (Portions of this exhibit have been omitted
pursuant to a request for confidential treatment). ~~~
|
|
Stock
Purchase Agreement between OncoCyte Corporation and George
Karfunkel.§
|
||
Registration
Rights Agreement between OncoCyte Corporation and George Karfunkel.
§
|
31
+
|
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 Registration Statement on Form S-2, File Number
333-109442, filed with the Securities and Exchange Commission on October
3, 2003, and Amendment No.1 thereto filed with the Securities and Exchange
Commission on November 13, 2003.
|
|
+++
|
Incorporated
by reference to Registration Statement on Form S-2, File Number
333-128083, filed with the Securities and Exchange Commission on September
2, 2005.
|
|
##
|
Incorporated
by reference to BioTime’s Form 8-K, filed April 24,
1997.
|
|
^
|
Incorporated
by reference to BioTime’s Form 10-Q for the quarter ended June 30,
1999.
|
|
*
|
Incorporated
by reference to BioTime’s Form 10-K for the year ended December 31,
2001.
|
|
**
|
Incorporated
by reference to BioTime’s Form 10-K/A-1 for the year ended December 31,
2002.
|
|
‡
|
Incorporated
by reference to BioTime’s Form 8-K, filed December 30,
2004.
|
|
‡‡
|
Incorporated
by reference to Post-Effective Amendment No. 3 to Registration Statement
on Form S-2 File Number 333-109442, filed with the Securities and Exchange
Commission on May 24, 2005.
|
|
‡‡‡
|
Incorporated
by reference to BioTime’s Form 8-K, filed December 20,
2005.
|
|
††
|
Incorporated
by reference to BioTime’s Form 8-K, filed January 13,
2006.
|
|
†††
|
Incorporated
by reference to BioTime’s Form 8-K, filed March 30,
2006.
|
32
***
|
Incorporated
by reference to BioTime’s Form 10-Q for the quarter ended June 30,
2006.
|
|
****
|
Incorporated
by reference to BioTime’s Form 8-K, filed January 9,
2008.
|
|
‡‡‡‡
|
Incorporated
by reference to BioTime’s Form 8-K, filed March 10,
2008.
|
|
~
|
Incorporated
by reference to BioTime’s Form 8-K filed April 4, 2008.
|
|
++++
|
Incorporated
by reference to BioTime’s Form 10-KSB for the year ended December 31,
2007.
|
|
^^
|
Incorporated
by reference to BioTime’s Form 10-Q for the quarter ended June 30,
2008.
|
|
^^^
|
Incorporated
by reference to BioTime’s Form 10-Q for the quarter ended September 30,
2008.
|
|
^^^^
|
Incorporated
by reference to BioTime’s Form 10-K for the year ended December 31,
2008.
|
|
‡‡‡‡‡
|
Incorporated
by reference to BioTime’s Form 8-K filed April 17,
2009.
|
|
~~
|
Incorporated
by reference to BioTime’s Form 10-Q for the quarter ended March 31,
2009.
|
|
~~~
|
Incorporated
by reference to BioTime’s Form 10-Q for the quarter ended June 30,
2009.
|
|
§
|
Filed
herewith.
|
33