Merger may not be accretive and may cause dilution to BioTime’s earnings per share, which may negatively affect the market
price of BioTime Common Shares.
currently anticipates that the Merger will be accretive to earnings per share in 2018, excluding one-time costs. This expectation,
however, is based on preliminary estimates which may materially change, including the currently expected timing of the Merger.
BioTime could also encounter additional transaction-related costs or other factors such as a delay in the closing of the Merger
and/or the failure to realize all of the benefits anticipated in the Merger. All of these factors could cause dilution to BioTime’s
earnings per share or decrease or delay the expected accretive effect of the Merger and cause a decrease in the market price of
BioTime Common Shares.
ability to use our net operating loss carryforwards (“NOLs”) may be limited.
the provisions of the Code, changes in our ownership, in certain circumstances, will limit the amount of U.S. federal NOLs that
can be utilized annually in the future to offset taxable income. In particular, Section 382 of the Code imposes limitations on
a company’s ability to use NOLs upon certain changes in such ownership. Calculations pursuant to Section 382 of the Code
can be very complicated and no assurance can be given that upon further analysis, our ability to take advantage of our NOLs may
be limited to a greater extent than we currently anticipate. If we are limited in our ability to use our NOLs in future years
in which we have taxable income, we will pay more taxes than if we were able to utilize our NOLs fully. We may experience ownership
changes in the future as a result of subsequent shifts in our stock ownership that we cannot predict or control that could result
in further limitations being placed on our ability to utilize our federal NOLs.
Risk Factors of BioTime and Asterias
and Asterias’ businesses are and will be subject to the risks described above. In addition, BioTime and Asterias are, and
will continue to be, subject to the risks described in BioTime’s Annual Report on Form 10-K for the fiscal year ended December
31, 2017 and Asterias’ Annual Report on Form 10-K for the fiscal year ended December 31, 2017, respectively, as, in each
case, updated by any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the
SEC and are incorporated by reference into this joint proxy statement/prospectus. See the section entitled “ Where You
Can Find More Information ” for the location of information incorporated by reference in this joint proxy statement/prospectus.