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SEC Filings

DEFM14A
ASTERIAS BIOTHERAPEUTICS, INC. filed this Form DEFM14A on 02/04/2019
Entire Document
 
 

 

  

Asterias
Restricted

Stock Unit
Awards

   BioTime
Common Shares
 
Executive Officers          
Michael H. Mulroy   -    - 
Ryan D. Chavez   37,500    26,625 
Edward Wirth III   37,500    26,625 
Craig Halberstadt   12,500    8,875 

 

Treatment of Asterias Warrants

 

Pursuant to the terms of the Merger Agreement, each outstanding Asterias Warrant will be treated in accordance with the terms of the applicable Warrant Agreement. For a full description of the treatment of Asterias Warrants, see the section entitled “The Merger Agreement—Treatment of Asterias Warrants.”

 

Indemnification; Directors’ and Officers’ Insurance

 

The Merger Agreement provides that for not less than six years from and after the effective time of the Merger, the surviving corporation will, and BioTime will cause the surviving corporation to, indemnify and hold harmless all past and present directors, officers and employees of Asterias (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, action, investigation, suit or proceeding, whether civil, criminal, administrative or investigative, to each Indemnified Party to the fullest extent permitted by law, as long as such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the effective time of the Merger (including acts or omissions occurring in connection with the approval of the Merger Agreement and the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement), whether asserted or claimed prior to, at or after the effective time of the Merger, in connection with such persons serving as an officer, director, employee or other fiduciary of Asterias or of any person if such service was at the request or for the benefit of Asterias, to the fullest extent permitted by law or provided pursuant to Asterias’ certificate of incorporation and bylaws or any indemnification agreements, if any, in existence on the date of the Merger Agreement.

 

The Merger Agreement also provides that for six years after the effective time of the Merger, the surviving corporation will cause to be maintained in effect the provisions in (1) Asterias’ certificate of incorporation and bylaws and (2) any other agreements of Asterias with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of the Merger Agreement.

 

The Merger Agreement also provides that BioTime must also cause the surviving corporation to provide, for an aggregate period of not less than six years from the effective time of the Merger, Asterias’ current directors and officers an insurance and indemnification policy that provides coverage for events occurring prior to the effective time of the Merger (“D&O Insurance”) that is no less favorable than Asterias’ existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage, subject to certain exceptions.

 

For a detailed description of these requirements, see the section entitled “The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance.

 

Merger-Related Compensation for Asterias’ Named Executive Officers

 

Asterias is not seeking a say-on-golden parachute vote because pursuant to the JOBS Act, emerging growth companies, such as Asterias, are exempt from the requirement to hold a “say-on-golden parachute” vote and the disclosure related thereto.

 

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