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SEC Filings

424B3
BIOTIME INC filed this Form 424B3 on 02/04/2019
Entire Document
 
 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS OF ASTERIAS

 

The matters addressed in this section that are not historical information constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, including statements about any of the following: any projections of earnings, revenue, gross profit, cash, effective tax rate, use of net operating losses, or any other financial items; the plans, strategies and objectives of management for future operations or prospects for achieving such plans, and any statements of assumptions underlying any of the foregoing. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” and similar expressions are intended to identify forward-looking statements. While Asterias may elect to update forward-looking statements in the future, it specifically disclaims any obligation to do so, even if the Asterias’ estimates change and readers should not rely on those forward-looking statements as representing Asterias’ views as of any date subsequent to the date of the filing of this proxy statement. Although Asterias believes that the expectations reflected in these forward-looking statements are reasonable, such statements are inherently subject to risks and Asterias can give no assurances that its expectations will prove to be correct. Actual results could differ materially from those described in this report because of numerous factors, many of which are beyond the control of Asterias. A number of important factors could cause the results of Asterias to differ materially from those indicated by such forward-looking statements, including those detailed in the section entitled “Risk Factors” and the “Risk Factors” in Part I, Item 1A of Asterias’ Form 10-K for the year ended December 31, 2017 which are incorporated by reference herein.

 

The following discussion should be read in conjunction with Asterias’ audited financial statements for the year ended December 31, 2017 and the related notes provided, as well as the interim financial statements and the related notes provided.

 

Critical Accounting Policies and Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in Asterias’ financial statements and related notes. Asterias’ significant accounting policies are described in Note 2 to Asterias’ audited financial statements for the year ended December 31, 2017. Note 2 of Asterias’ unaudited interim financial information for the period ended September 30, 2018 sets forth a summary of changes in significant accounting policies. Asterias has identified below Asterias’ critical accounting policies and estimates that Asterias believes require the greatest amount of judgment. On an ongoing basis, Asterias evaluates estimates which are subject to significant judgment, including those related to the going concern assessment of Asterias’ financial statements, useful lives associated with long-lived assets, including an evaluation of asset impairment, loss contingencies, deferred income taxes and tax reserves, including valuation allowances related to deferred income taxes, and assumptions used to value stock-based awards, liability or other equity instruments. Actual results could differ materially from those estimates. On an ongoing basis, Asterias evaluates its estimates compared to historical experience and trends which form the basis for making judgments about the carrying value of assets and liabilities. To the extent that there are material differences between Asterias’ estimates and Asterias’ actual results, Asterias’ future financial statement presentation, financial condition, results of operations and cash flows will be affected.

 

Asterias believes the assumptions and estimates associated with the following have the greatest potential impact on Asterias’ financial statements.

 

Going concern assessment – With the implementation of FASB’s new standard on going concern, ASU No. 2014-15, beginning with the year ended December 31, 2016 and all annual and interim periods thereafter, Asterias will assess going concern uncertainty for Asterias’ financial statements to determine if Asterias has sufficient cash and cash equivalents on hand and working capital to operate for a period of at least one year from the date the financial statements are issued or are available to be issued, which is referred to as the “look - forward period” as defined by ASU No. 2014-15. As part of this assessment, based on conditions that are known and reasonably knowable to us, Asterias will consider various scenarios, forecasts, projections, and estimates, and Asterias will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, and Asterias’ ability to delay or curtail those expenditures or programs, among other factors, if necessary, within the look-forward period in accordance with ASU No. 2014-15.

 

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