BioTime Raises $3.5 Million Through Preferred Stock Offering
March 05 2014 - 9:00AM
Business Wire
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.
Other Information
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 registration requirements.
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.
About BioTime
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 medicine.
- 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.
FORWARD-LOOKING STATEMENTS
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.
To receive ongoing BioTime corporate communications, please
click on the following link to join our email alert list:
http://news.biotimeinc.com
BioTime, Inc.Lesley Stolz, PhD, 510-521-3390, ext 367Executive
Vice President, Corporate Developmentlstolz@biotimemail.comorJudith
Segall510-521-3390, ext 301jsegall@biotimemail.com
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