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SEC Filings

424B3
BIOTIME INC filed this Form 424B3 on 02/04/2019
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  (f) To record the elimination of Asterias’ deferred rent and lease incentives, current and noncurrent portions, for an at-market operating lease. For business combination purposes under ASC 805, acquired operating leases are assessed to determine if the lease terms are favorable or unfavorable given market conditions on the acquisition date. To the extent the lease arrangement is favorable or unfavorable relative to market on the acquisition date, an asset or liability, respectively, is recognized at fair value in the business combination. On September 28, 2018, Asterias terminated its lease agreement with its landlord. Simultaneously, with the termination of the lease, Novo Nordisk, a Denmark-based multinational pharmaceutical company, entered into a new lease agreement with the landlord for the leased space, whereupon Asterias and Novo Nordisk immediately entered into a new sublease agreement for Asterias to occupy and use part of the leased space, for a term of up to 39 months. Asterias did not incur any early termination fees in in connection with the termination of its original lease with its landlord. Therefore, the operating sublease in place for the Asterias’ facilities as of September 30, 2018 is at market considering the timing of the new lease agreement and the new sublease agreement, entered into with and among unrelated parties, resulting in no asset or liability in the business combination.
     
  (g) To record the elimination of Asterias’ deferred license revenue as of September 30, 2018 and to record the fair value of BioTime’s performance obligation. As a result of purchase accounting, deferred license revenue is valued based on the performance obligation of the acquiror. The fair value of this performance obligation is the estimated costs BioTime may incur, plus a normal profit margin for the level of effort required to perform under the contract after the acquisition, assuming Novo Nordisk exercised its option (see Note 3). These costs include, but are not limited to, negotiation costs, legal fees, valuation and appraisal costs, arbitration, if necessary, and other related costs. Management has estimated those costs, plus a normal profit margin, to be approximately $300,000 in the preliminary purchase price allocation.
     
  (h) To record the adjustment of the Asterias Warrants to fair value pursuant to the Warrant Agreement’s Fundamental Transaction provisions and classified as a current liability on the on the Pro Forma Balance Sheet as of September 30, 2018 (see Note 3).
     
  (i) To record the deferred income tax liability for acquired IPR&D intangible assets (see Note 3).
     
  (j) Reflects the elimination of Asterias’ historical common stock par value, additional paid-in capital and accumulated deficit.
     
  (k)

To record the acquisition date fair value of BioTime Common Shares held by Asterias (see Note 3) as a direct charge against BioTime Common Shares. As a California corporation, BioTime does not have or present treasury stock on its consolidated balance sheet. Accordingly, the BioTime Common Shares acquired at fair value will be immediately retired at the effective date of the Merger.

     
    To record the estimated consideration of $34.8 million of BioTime Common Shares to be issued for the approximate 61% remaining ownership interest in Asterias’ common stock including RSUs (see Note 2), which includes the issuance of 24.5 million BioTime Common Shares to Asterias stockholders other than BioTime (see Note 5). The actual number of BioTime Common Shares to be issued to Asterias stockholders other than BioTime will be based on the actual number of shares of Asterias common stock and restricted stock units outstanding when the transaction closes, and the fair value of those shares will be based on the closing price of BioTime Common Shares at that time.
     
  (l) Not used.

 

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