Certain Relationships and Related Transactions
Since July 1 2009, Alfred D. Kingsley has made available to us the use of approximately 900 square feet of office space in New York City. We pay the office building owner $5,050 per month for the use of the space.
On February 4, 2015, Asterias entered into subscription agreements with Broadwood Partners, L.P., British & American Investment Trust PLC, and Pedro Lichtinger for the sale of an aggregate of 1,025,640 shares of Asterias common stock at a price of $3.90 per share, for an aggregate purchase price of $3,999,996, in a private placement. Broadwood Partners, L.P. purchased 641,025 shares, British & American Investment Trust PLC purchased 256,410 shares, and Pedro Lichtinger purchased 128,205 shares in the private placement. The $3.90 price per share was the same price at which Asterias sold 384,615 shares of its common stock to unaffiliated investors in an underwritten registered public offering that closed at approximately the same time as the sale of the shares in the private placement. British & American Investment Trust PLC is an affiliate of a beneficial holder of more than 5% of the shares of Asterias common stock.
On May 8, 2015, OncoCyte sold 1,500,000 shares of its common stock for $3,300,000 in cash to two of its shareholders (the Investors) for $2.20 per share, including 500,000 purchased by George Karfunkel and 1,000,000 shares purchased by his son Bernard Karfunkel. George Karfunkel beneficially owns more than 5% of the outstanding BioTime common shares. BioTime purchased 1,500,000 shares of OncoCyte common stock in exchange for the cancelation of $3,300,000 of indebtedness owed to BioTime by OncoCyte, and OncoCyte delivered to BioTime a convertible promissory note (the OncoCyte Note) for an additional $3,300,000 of OncoCytes indebtedness to BioTime. The principal amount of the OncoCyte Note plus interest accrued was converted into OncoCyte common stock during November 2015 at a conversion price of $2.20 per share.
During June 2015, OncoCyte entered into an Agreement with the Investors under which the Investors agreed that if on or before June 30, 2016 OncoCyte conducts another rights offering to its shareholders at a pre-offer valuation of at least $40,000,000, they will purchase shares in that offering with an aggregate purchase price equal to the lesser of (a) a percentage of total amount of capital which OncoCyte then seeks to raise in the rights offer and in any concurrent offering to third parties equal to the Investors aggregate pro rata share of the outstanding OncoCyte common stock on the record date for the rights offering, determined on a fully diluted basis, and (b) $3,000,000.00, or such lesser amount requested by OncoCyte. The Investors also agreed that, for a period of one year from the date of the Agreement, neither of them shall invest or engage, directly or indirectly, whether as a partner, equity holder, lender, principal, agent, affiliate, consultant or otherwise, in any business anywhere in the world that develops products for the diagnosis and treatment of cancer or otherwise competes with OncoCyte in any way; provided, however, that the passive ownership of less than 5% of the outstanding stock of any publicly-traded corporation will not be deemed, solely by reason thereof, to be in violation of that agreement.
OncoCyte agreed that if shares of OncoCyte common stock were not publicly traded on any stock exchange or over-the-counter market by January 15, 2016, OncoCyte would issue to the Investors warrants, expiring on December 31, 2016, to purchase, in the aggregate, 3,000,000 shares of OncoCyte common stock at an exercise price of $0.01 per share. Because OncoCyte common stock began trading on the NYSE MKT on December 30, 2015, OncoCytes contingent obligation to issue the warrants to the Investors lapsed.
On September 14, 2015, we entered into Stock Purchase Agreements with selected investors, including Broadwood Partners, L.P. (Broadwood), for a registered direct offering of 2,607,401 of our common shares, no par value, at an offering price of $3.29 per share, for an aggregate purchase price of $8,578,349. Broadwood purchased 2,431,611 of the shares sold. The price per share was the closing price of our common shares on the NYSE MKT on September 11, 2015, the last trading day before we and the investors entered into the Stock Purchase Agreements.
On October 2, 2015, we entered into a second Stock Purchase Agreement with Broadwood for a registered direct offering of 1,600,000 of our common shares, no par value, at an offering price of $3.19 per share, for an aggregate purchase price of $5,104,000. The price per share was the closing price of our common shares on the NYSE MKT on October 1, 2015, the last trading day before we and Broadwood entered into the Stock Purchase Agreement.
During December 2015, Alfred D. Kingsley agreed to purchase 1,405,203 shares of Ascendance Biotechnology, Inc. (Ascendance) common stock, representing 5.192% of the outstanding shares, for $350,480. The Ascendance shares sold to Mr. Kingsley were sold at the same price per share as the shares of Ascendance common stock sold to other investors for cash.