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SEC Filings

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

 

BioTime, Inc.   Asterias Biotherapeutics, Inc.
     
Preferred Stock
 
The BioTime Articles and the BioTime Bylaws grant the BioTime Board the power to authorize, without shareholder approval, the designation and issuance of one or more series of preferred shares, without shareholder approval. The BioTime Board is authorized to fix the number of shares of any series of preferred shares and to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon the preferred shares as a class, or upon any wholly unissued series of preferred shares. The BioTime Board may, by resolution, increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series of preferred shares subsequent to the issue of shares of that series.

 

 

 

Asterias’ Charter authorizes the Asterias Board, without any further stockholder action or approval, to establish from time to time one or more series of preferred stock, the number of shares to be included in any series of preferred stock and to fix designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series of Asterias Preferred Stock, including without limitation authority to fix the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.
     
Number and Qualification of Directors
 

Under the BioTime Bylaws, the number of directors shall be not more than 13 and not less than seven, and the exact number of directors shall be fixed, within the limits specified, by approval of the BioTime Board or the shareholders. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

 

Provisions of the BioTime Bylaws relating to the number and qualification of directors may be changed only by a duly adopted amendment adopted by the vote or written consent of holders of a majority of outstanding shares entitled to vote, in accordance with the CCC.

 

The BioTime Board currently consists of eight members.

 

Pursuant to the BioTime Bylaws, the business and affairs of BioTime shall be managed and all corporate powers shall be exercised by or under the direction of the BioTime Board, subject to the provisions of the CCC and any limitations in the BioTime Articles or the BioTime Bylaws relating to action required to be approved by the shareholders or by the outstanding shares.

The DGCL provides that a corporation’s board of directors must consist of one or more individuals, with the number fixed by, or in the manner provided in, the Bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors may be made only by amendment of the certificate. The DGCL further provides that directors need not be stockholders of the corporation unless the corporation’s certificate of incorporation or Bylaws so provide. The certificate of incorporation and Bylaws may also prescribe other qualifications for directors.

 

The Asterias Board currently consists of nine members.

 

Asterias’ Bylaws provide that the business and affairs of Asterias shall be managed under the direction of the Asterias Board. The Bylaws also specify that the Asterias Board shall consist of not less than three members, and the number of directors shall be fixed and may be changed, from time to time, by resolution of the Asterias Board.

 

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