ALAMEDA, Calif.--(BUSINESS WIRE)--Mar. 5, 2014--
BioTime, Inc. (NYSE MKT: BTX) today announced it has sold 70,000 shares
of a newly authorized Series A Convertible Preferred Stock for $3.5
million. The Series A Preferred Stock carries a cumulative annual 3%
preferred dividend or $1.50 per share, in preference to BioTime common
shares. Each share of Series A Preferred Stock is convertible, at the
election of the holder, into BioTime common shares at a conversion price
of $4.00 per share, a current conversion ratio of 12.5 common shares for
each share of Series A Preferred Stock.
In connection with the sale of the Series A Preferred Stock, BioTime
also entered into an Option Agreement with each purchaser of Series A
Preferred Stock entitling them, for a period of five years, to exchange
their shares of Series A Preferred Stock for shares of common stock of
BioTime’s subsidiary LifeMap Sciences, Inc. held by BioTime at the ratio
of 12.5 shares of LifeMap Sciences common stock for each share of Series
A Preferred Stock.
BioTime intends to invest the proceeds from the sale of the Series A
Preferred Stock in LifeMap Sciences, Inc. to finance product development.
Additional Information Concerning Series A Preferred Stock
In addition to the preferred dividend, the Series A Preferred Stock will
be entitled to participate with BioTime common shares in any dividends
or distributions on common shares (other than dividends and
distributions of common shares resulting in an adjustment of the
conversion price) as if all shares of Series A Preferred Stock were then
converted into common shares.
All outstanding Series A Preferred Stock will automatically be converted
into common shares on March 4, 2019, or if holders of a majority of the
outstanding shares of Series A Preferred Stock, voting as a class,
approve or consent to a conversion. The conversion price is subject to
prorata adjustment in the event of a subdivision or reclassification of
the common shares into a greater number of shares, a stock dividend paid
in common shares, or a stock combination or reclassification of the
common shares into a smaller number of shares.
The Series A Preferred Stock will be entitled to vote with common shares
on all matters submitted to common share holders for approval. Each
share of Series A Preferred Stock will be entitled to a number of votes
equal to the number of common shares into which it could then be
converted. The Series A Preferred Stock will also vote as a separate
class on certain matters affecting those shares.
In the event of a liquidation or dissolution of BioTime, holders of
Series A Preferred Stock will be entitled to receive payment of any
accrued but unpaid preferred dividends before any assets may be
distributed to holders of common shares. After payment of the accrued
dividends, the Series A Preferred Stock will participate with the common
shares in the distribution of any assets available to shareholders, as
if the Series A Preferred Stock was then converted into common shares.
The securities described above have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold in
the United States absent registration or an applicable exemption from
This communication is not an offer to sell, or a solicitation of any
offer to buy any securities, any securities in any state or jurisdiction
where the offer or sale is not permitted.
BioTime is a biotechnology company engaged in research and product
development in the field of regenerative medicine. Regenerative medicine
refers to therapies based on stem cell technology that are designed to
rebuild cell and tissue function lost due to degenerative disease or
injury. BioTime’s focus is on pluripotent stem cell technology based on
human embryonic stem (“hES”) cells and induced pluripotent stem (“iPS”)
cells. hES and iPS cells provide a means of manufacturing every cell
type in the human body and therefore show considerable promise for the
development of a number of new therapeutic products. BioTime’s
therapeutic and research products include a wide array of proprietary PureStem®
progenitors, HyStem® hydrogels, culture media, and
differentiation kits. BioTime is developing Renevia™ (a HyStem®
product) as a biocompatible, implantable hyaluronan and collagen-based
matrix for cell delivery in human clinical applications. In addition,
BioTime has developed Hextend®, a blood plasma volume
expander for use in surgery, emergency trauma treatment and other
applications. Hextend® is manufactured and distributed
in the U.S. by Hospira, Inc. and in South Korea by CJ CheilJedang
Corporation under exclusive licensing agreements.
BioTime is also developing stem cell and other products for research,
therapeutic, and diagnostic use through its subsidiaries:
Asterias Biotherapeutics, Inc. is a new subsidiary which has acquired
the stem cell assets of Geron Corporation, including patents and other
intellectual property, biological materials, reagents and equipment
for the development of new therapeutic products for regenerative
OncoCyte Corporation is developing products and technologies to
diagnose and treat cancer.
Cell Cure Neurosciences Ltd. (“Cell Cure Neurosciences”) is an
Israel-based biotechnology company focused on developing stem
cell-based therapies for retinal and neurological disorders, including
the development of retinal pigment epithelial cells for the treatment
of macular degeneration, and treatments for multiple sclerosis.
LifeMap Sciences, Inc. (“LifeMap Sciences”) markets, sells and
distributes GeneCards®, the leading human gene
database, as part of an integrated database suite that also includes
the LifeMap Discovery® database of embryonic
development, stem cell research and regenerative medicine, and MalaCards,
the human disease database.
ES Cell International Pte Ltd., a Singapore private limited company,
developed clinical and research grade hES cell lines and plans to
market those cell lines and other BioTime research products in
over-seas markets as part of BioTime’s ESI BIO Division.
BioTime Asia, Limited, a Hong Kong company, may offer and sell
products for research use for BioTime’s ESI BIO Division.
OrthoCyte Corporation is developing therapies to treat orthopedic
disorders, diseases and injuries.
ReCyte Therapeutics, Inc. is developing therapies to treat a variety
of cardiovascular and related ischemic disorders, as well as products
for research using cell reprogramming technology.
Additional information about BioTime can be found on the web at www.biotimeinc.com.
Statements pertaining to future financial and/or operating results,
future growth in research, technology, clinical development, and
potential opportunities for BioTime and its subsidiaries, along with
other statements about the future expectations, beliefs, goals, plans,
or prospects expressed by management constitute forward-looking
statements. Any statements that are not historical fact (including, but
not limited to statements that contain words such as “will,” “believes,”
“plans,” “anticipates,” “expects,” “estimates”) should also be
considered to be forward-looking statements. Forward-looking statements
involve risks and uncertainties, including, without limitation, risks
inherent in the development and/or commercialization of potential
products, uncertainty in the results of clinical trials or regulatory
approvals, need and ability to obtain future capital, and maintenance of
intellectual property rights. Actual results may differ materially from
the results anticipated in these forward-looking statements and as such
should be evaluated together with the many uncertainties that affect the
business of BioTime and its subsidiaries, particularly those mentioned
in the cautionary statements found in BioTime's Securities and Exchange
Commission filings. BioTime disclaims any intent or obligation to update
these forward-looking statements.
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following link to join our email alert list: http://news.biotimeinc.com
Source: BioTime, Inc.
Lesley Stolz, PhD, 510-521-3390, ext 367
Vice President, Corporate Development
510-521-3390, ext 301