of long-lived assets – Long-lived assets, including long-lived intangible assets, will be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment
indicator is present, Asterias evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted
net cash flows expected to be generated by the assets. If the assets are impaired, an impairment charge will be recognized and
measured by the amount by which the carrying amount exceeds the estimated fair value of the assets.
for warrants – Asterias determines the accounting classification of warrants that are issued, as either liability or
equity, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and Equity, and then in accordance with ASC 815-40,
Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Under
ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the issuer to settle
the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing
variable number of shares. If warrants do not meet liability classification under ASC 480-10, Asterias assesses the requirements
under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities
recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature.
If the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, Asterias
assesses whether the warrants are indexed to Asterias Common Stock and whether the warrants are classified as equity under ASC
815-40 or other applicable U.S. GAAP. After all relevant assessments are made, Asterias concludes whether the warrants are classified
as liability or equity. Liability classified warrants are required to be accounted for at fair value both on the date of issuance
and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded in the statements
of operations as a gain or loss. Equity classified warrants are accounted for at fair value on the issuance date with no changes
in fair value recognized subsequent to the issuance date.
Asterias has issued warrants that are classified as equity and as a liability (see Note 6 to Asterias’ financial statements
included in this joint proxy statement/prospectus).
and development – Research and development expenses consist of costs incurred for company- sponsored, collaborative
and contracted research and development activities. These costs include direct and research-related overhead expenses including
compensation and related benefits, stock-based compensation, consulting fees, research and laboratory fees, rent of research facilities,
amortization of intangible assets, patent applications and prosecutions, license fees paid to third parties to acquire patents
or licenses to use patents and other technology. Asterias expenses research and development costs as incurred. Research and development
expenses incurred and reimbursed under grants approximate the grant income recognized in the statements of operations.
taxes – As of October 1, 2013, Asterias filed its own U.S. federal tax returns. Operations prior to that period were
included in BioTime’s consolidated U.S. federal tax return. For California purposes, Asterias’ activity through May
12, 2016 was included in BioTime’s combined tax return. Activity from May 13, 2016 on will be included in Asterias’
separate California income tax return filing due to the deconsolidation of Asterias from BioTime as of that date. Asterias accounts
for income taxes in accordance with ASC 740, Income Taxes, which prescribes the use of the asset and liability method,
whereby deferred tax asset or liability account balances are calculated at the balance sheet date using current tax laws and rates
in effect. Valuation allowances are established when necessary to reduce deferred tax assets when it is more likely than not that
a portion or all of the deferred tax assets will not be realized. The guidance also prescribes a recognition threshold and a measurement
attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.
For those benefits to be recognized, a tax position must be more-likely-than-not sustainable upon examination by taxing authorities.
For federal purposes, Asterias is no longer subject to tax examination for years before 2013. For California purposes, Asterias
is subject to income tax examinations by tax authorities for all years since inception. Although the statute is closed for purposes
of assessing additional income and tax in those years, the taxing authorities may still make adjustments to the net operating
loss and credit carryforwards used in open years. Therefore, the statute should be considered open as it relates to the net operating
loss and credit carryforwards. Asterias recognizes accrued interest and penalties related to unrecognized tax benefits as income
tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2017 and 2016.