NOTES
TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
1.
Organization, Business Overview and Liquidity
AgeX
Therapeutics, Inc. (“AgeX”) was incorporated in January 2017 in the state of Delaware. Its common shares trade on
the NYSE American Stock Exchange under the symbol “AGE.”
AgeX
is a biotechnology company focused on the development
and commercialization of novel therapeutics targeting human aging
, with proprietary technology,
based on telomerase-mediated cellular immortality and regenerative biology, which allows it to utilize telomerase-expressing regenerative
pluripotent stem cell (“PSCs”) for the manufacture of cell-based therapies to regenerate tissues afflicted with age-related
chronic degenerative disease. AgeX owns or has licenses to a number of patents and patent applications used in the generation
of these product candidates, including intellectual property related to PSC-derived clonal progenitor cell lines (
PureStem
®
technology), HyStem
®
delivery
matrices and
UniverCyte™
(HLA-G) Technology.
AgeX’s
initial discovery and pre-clinical programs focus on utilizing brown adipose tissue (“brown fat”) in targeting diabetes
and obesity; using AgeX’s proprietary PureStem
®
progenitor cells to generate vascular cells to treat vascular
disorders and ischemic heart disease; and induced tissue regeneration (“iTR”) in utilizing the human body’s
own abilities to scarlessly regenerate tissue damaged from age or trauma
. AgeX may
over
time determine to abandon the development of one or more of these product candidates, or may change the prioritization of the
development of certain product candidates, or may select or acquire and prioritize the development of new product candidates.
UniverCyte
(HLA-G) Technology
: In August 2018, AgeX acquired from Escape Therapeutics patents and patent applications related to HLA-G-modified
cells and methods of generating allogeneic cells with reduced risk of being rejected by patients regardless of the HLA class I
haplotype. AgeX intends to use the UniverCyte™ technology in the development of its two lead product candidates, AGEX-BAT1
and AGEX-VASC1 for the treatment of Type II diabetes and cardiovascular aging, respectively. In addition, AgeX may seek to license
out or form collaborations for the use of its UniverCyte™ technology.
AgeX
is an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012.
BioTime’s
sale of significant ownership interest in AgeX to Juvenescence
– Juvenescence Limited (“Juvenescence”) is
currently AgeX’s largest stockholder holding approximately 44% of AgeX’s issued and outstanding shares of common
stock as of June 30, 2019. AgeX was originally incorporated
as a subsidiary of Lineage
Cell Therapeutics, Inc. (formerly known as BioTime, Inc. (“BioTime”)), a publicly-traded, clinical-stage biotechnology
company.
On June 7, 2018, AgeX sold 2.0 million shares of common stock to Juvenescence for $2.50 per share for aggregate
cash proceeds to AgeX of $5.0 million. On August 30, 2018, BioTime consummated the sale of 14,400,000 shares of common stock of
AgeX owned by BioTime to Juvenescence. Prior to the transaction, Juvenescence owned 5.6% of AgeX’s issued and outstanding
common stock. Upon completion of the transaction, BioTime’s ownership in AgeX was reduced from 80.4% to 40.2% of AgeX’s
issued and outstanding shares of common stock, and Juvenescence’s ownership in AgeX was increased from 5.6% to 45.8% of
AgeX’s issued and outstanding shares of common stock. AgeX did not receive any proceeds from the transaction.
As
a result of the sale of AgeX shares to Juvenescence by BioTime, on August 30, 2018, AgeX ceased to be a subsidiary of BioTime
because on that date, BioTime experienced a “loss of control” of a subsidiary, as defined by generally accepted accounting
principles in the U.S. (“GAAP”).
Loss of control is deemed to have occurred
when, among other things, a parent company owns less than a majority of the outstanding common stock in the subsidiary, lacks
a controlling financial interest in the subsidiary and, is unable to unilaterally control the subsidiary through other means such
as having, or being able to obtain, the power to elect a majority of the subsidiary’s Board of Directors based solely on
contractual rights or ownership of shares holding a majority of the voting power of the subsidiary’s voting securities.
All of these loss-of-control factors were present with respect to BioTime’s ownership interest in AgeX as of August 30,
2018.
Accordingly, BioTime deconsolidated AgeX’s consolidated financial statements and results from its consolidated
financial statements and results beginning on August 30, 2018.
On
November 28, 2018 (the “Distribution Date”), BioTime owned 14,416,000 shares of AgeX common stock, representing approximately
40.2% of the shares of the common stock issued and outstanding on the Distribution Date. On the Distribution Date, BioTime distributed
to its shareholders, on a pro rata basis, 12,697,028 shares of the AgeX common stock it then held (the “Distribution”).
Immediately after the Distribution, BioTime retained 1,718,972 shares of AgeX common stock, representing approximately 4.8% of
the common stock then issued and outstanding. Following the Distribution, AgeX common stock began publicly trading on the NYSE
American under the symbol “AGE”.
Liquidity
Since
inception, AgeX has financed its operations through contributions and advances from its former parent company, BioTime, the sale
of its common stock and warrants, exercises of warrants, a loan facility by Juvenescence to advance funds, and research grants.
BioTime has also provided AgeX with the use of BioTime facilities and services under a Shared Facilities and Services Agreement
as described in Note 4. Although BioTime may continue to provide administrative support to AgeX on a reimbursable basis, AgeX
does not expect BioTime to provide future financing. On May 7, 2019, AgeX provided written notice that it would terminate its
use of BioTime’s office and laboratory facilities on July 31, 2019, and on July 3, 2019, AgeX provided written notice that
the shared services from BioTime will terminate on September 30, 2019 (see Note 4). AgeX has incurred operating losses and negative
cash flows since inception and had an accumulated deficit of $80.3 million as of June 30, 2019. AgeX expects to continue to incur
operating losses and negative cash flows.
AgeX
has made certain adjustments to its operating plans and budgets to reduce its projected cash expenditures in order to extend the
period over which it can continue its operations with its available cash resources. Some of these adjustments will entail the
deferral of certain work on the development of AgeX’s product candidates and technologies, which is likely to delay progress
in those research and development efforts. Based on AgeX’s most recent projected cash flows AgeX believes that its cash
and cash equivalents of $5.8 million as of June 30, 2019, plus the loan facility by Juvenescence to advance up to $2.0 million
to AgeX for operating capital discussed in Note 9, provide
sufficient cash, cash equivalents,
and liquidity to carry out AgeX’s operations through at least twelve months from the issuance date of the consolidated financial
statements included herein.
AgeX will need to obtain substantial additional funding in connection with its continuing operations
after that date. If AgeX is unable to raise capital when needed or on attractive terms, AgeX would be forced to further delay,
reduce or eliminate its research and development programs.
2.
Basis of Presentation and Summary of Significant Accounting Policies
The
unaudited condensed consolidated interim financial statements presented herein, and discussed below, have been prepared in accordance
with GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. In accordance
with those rules and regulations certain information and footnote disclosures normally included in comprehensive consolidated
financial statements have been condensed or omitted. The condensed consolidated balance sheet as of December 31, 2018 was derived
from the audited consolidated financial statements at that date but does not include all the information and footnotes required
by GAAP. These condensed consolidated interim financial statements should be read in conjunction with the audited consolidated
financial statements and notes thereto included in AgeX’s Annual Report on Form 10-K for the year ended December 31, 2018.
The
accompanying condensed consolidated interim financial statements, in the opinion of management, include all adjustments, consisting
only of normal recurring adjustments, necessary for a fair presentation of AgeX’s financial condition and results of operations.
The condensed consolidated results of operations are not necessarily indicative of the results to be expected for any other interim
period or for the entire year.
For
periods prior to August 30, 2018,
BioTime consolidated
the results of AgeX and AgeX’s subsidiaries into BioTime’s consolidated results based on BioTime’s ability to
control AgeX’s operating and financial decisions and policies through the majority ownership of AgeX common stock throughout
the periods presented. As discussed above, beginning on August 30, 2018, BioTime deconsolidated AgeX’s consolidated financial
statements and results from its consolidated financial statements and results.
To
the extent AgeX does not have its own employees, human resources or facilities for its operations, BioTime or BioTime commonly
controlled and consolidated subsidiaries provide certain employees for administrative or operational services, including laboratory
space and administrative facilities, as necessary, for the benefit of AgeX, under a Shared Facilities and Services Agreement (the
“Shared Facilities Agreement”) with BioTime (see Note 4). Accordingly, BioTime allocates expenses such as salaries
and payroll related expenses incurred and paid on behalf of AgeX based on the amount of time that particular employees devote
to AgeX affairs. Other expenses such as legal, accounting and financial reporting, marketing, and travel expenses are allocated
to AgeX to the extent that those expenses are incurred by or on behalf of AgeX. BioTime also allocates certain overhead expenses
such as rent and utilities, property taxes, insurance, laboratory expenses and supplies, telecommunications and other indirect
expenses. These allocations are made based upon activity-based allocation drivers such as time spent, percentage of square feet
of office or laboratory space used, headcount and percentage of personnel devoted to AgeX’s operations or management. Management
evaluates the appropriateness of the allocations on a periodic basis and believes that this basis for allocation is reasonable.
Juvenescence
also provides the services of certain of its employees to AgeX on a cost reimbursement basis.
Principles
of consolidation
AgeX’s
condensed consolidated interim financial statements include the accounts of its subsidiaries. The following table reflects AgeX’s
ownership, directly or through one or more subsidiaries, of the outstanding shares of its operating subsidiaries as of June 30,
2019.
Subsidiary
|
|
Field
of Business
|
|
AgeX
Ownership
|
|
|
Country
|
|
ReCyte
Therapeutics, Inc.
|
|
Early
stage pre-clinical research and development involved in stem cell-derived endothelial and cardiovascular related progenitor
cells for the treatment of vascular disorders, ischemic conditions and brown adipocytes for type-2 diabetes and obesity
|
|
|
94.8
|
%
|
|
|
USA
|
|
|
|
|
|
|
|
|
|
|
|
|
LifeMap
Sciences, Inc.
(1)
|
|
Biomedical,
gene, and disease databases and tools
|
|
|
81.7
|
%
|
|
|
USA
|
|
(1)
|
Includes
LifeMap Sciences, Inc. and its wholly-owned subsidiary LifeMap Sciences, Ltd. an Israeli
company.
|
All
material intercompany accounts and transactions have been eliminated in consolidation. As of June 30, 2019, AgeX consolidated
its direct and indirect wholly-owned or majority-owned subsidiaries because AgeX has the ability to control the subsidiary operating
and financial decisions and policies through its share ownership, and the noncontrolling interest is reflected as a separate element
of stockholders’ equity on AgeX’s consolidated balance sheets.
Revenue
recognition
During
the first quarter of 2018, AgeX adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update
(“ASU”)
ASU 2014-09, Revenues from Contracts with Customers (Topic 606)
, which created a single, principle-based
revenue recognition model that supersedes and replaces nearly all existing U.S. GAAP revenue recognition guidance. AgeX adopted
ASU 2014-09 using the modified retrospective transition method applied to those contracts which were not completed as of the adoption
date. Results for reporting periods beginning on January 1, 2018 and thereafter are presented under Topic 606, while prior period
amounts are not adjusted and continue to be reported in accordance with AgeX’s historical revenue recognition accounting
under Topic 605. AgeX’s largest source of revenue is currently sourced from subscription and advertising revenues
generated by its majority-owned subsidiary, LifeMap Sciences, Inc. (“LifeMap Sciences”)
AgeX
recognizes revenue in a manner that depicts the transfer of control of a product or a service to a customer and reflects the amount
of the consideration it expects to receive in exchange for such product or service. In doing so, AgeX follows a five-step approach:
(i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction
price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) the customer
obtains control of the product or service. AgeX considers the terms of a contract and all relevant facts and circumstances when
applying the revenue recognition standard. AgeX applies the revenue recognition standard, including the use of any practical expedients,
consistently to contracts with similar characteristics and in similar circumstances.
Subscription
and advertising revenues
– LifeMap Sciences sells subscription-based products, including research databases and software
tools, for biomedical, gene, and disease research. LifeMap Sciences sells these subscriptions primarily through the internet to
biotech and pharmaceutical companies worldwide. LifeMap Sciences’ principal subscription product is the GeneCards
®
Suite, which includes the GeneCards
®
human gene database, and the MalaCards™ human disease database.
LifeMap
Sciences’ performance obligations for subscriptions include a license of intellectual property related to its genetic information
packages and premium genetic information tools. These licenses are deemed functional licenses that provide customers with a “right
to access” to LifeMap Sciences’ intellectual property during the subscription period and, accordingly, revenue is
recognized over a period of time, which is generally the subscription period. Payments are typically received at the beginning
of a subscription period and revenue is recognized according to the type of subscription sold.
For
subscription contracts in which the subscription term commences before a payment is due, LifeMap Sciences records an accounts
receivable as the subscription is earned over time and bills the customer according to the contract terms. LifeMap Sciences continuously
monitors collections and payments from customers and maintains a provision for estimated credit losses and uncollectible accounts
based upon its historical experience and any specific customer collection issues that have been identified. Amounts determined
to be uncollectible are written off against the allowance for doubtful accounts. LifeMap Sciences has not historically provided
significant discounts, credits, concessions, or other incentives from the stated price in the contract as the prices are offered
on a fixed fee basis for the type of subscription package being purchased. LifeMap Sciences may issue refunds only if the packages
cease to be available for reasons beyond its control. In such an event, the customer will get a refund on a pro-rata basis. Both
the customer and LifeMap Sciences expect the subscription packages to be available during the entire subscription period, and
LifeMap Sciences has not experienced any significant issues with the availability of the product and has not issued any material
refunds. Using the most likely amount method for estimating refunds under Topic 606, including historical experience, LifeMap
Sciences determined that the single most likely amount of variable consideration for refunds is immaterial as LifeMap Sciences
does not expect to pay any refunds.
LifeMap
Sciences performance obligations for advertising are overall advertising services and represent a series of distinct services.
Contracts are typically less than a year in duration and the fees charged may include a combination of fixed and variable fees
with the variable fees tied to click throughs to the customer’s products on their website. LifeMap Sciences allocates the
variable consideration to each month the click through services occur and allocates the annual fee to the performance obligation
period of the initial term of the contract because those amounts correspond to the value provided to the customer each month.
For click-through advertising services, at the time the variable compensation is known and determinable, the service has been
rendered. Revenue is recognized at that time. The annual fee is recognized over the initial subscription period because this is
a service and the customer simultaneously receives and consumes the benefit of LifeMap Sciences’ performance.
LifeMap
Sciences deferred subscription revenues primarily represent subscriptions for which cash payment has been received for the subscription
term, but the subscription term has not been completed as of the balance sheet date. For the three months ended June 30, 2019
and 2018, LifeMap Sciences recognized $305,000 and $333,000, respectively, in subscription and advertising revenues. For the six
months ended June 30, 2019 and 2018, LifeMap Sciences recognized $650,000 and $572,000, respectively, in subscription and advertising
revenues. As of June 30, 2019, there was $266,000 included in deferred revenues in the consolidated balance sheet which
is expected to be recognized as subscription revenue over the next twelve months.
LifeMap
Sciences has licensed from third parties the databases and software it commercializes and has a contractual obligation to pay
royalties to the licensor on subscriptions sold. These costs are included in cost of sales on the condensed consolidated statements
of operations when the cash is received, and the royalty obligation is incurred as the royalty payments do not qualify for capitalization
of costs to fulfill a contract under ASC 340-40,
Other Assets and Deferred Costs - Contracts with Customers
.
Grant
revenues
– In applying the provisions of Topic 606, AgeX has determined that government grants are out of the scope
of Topic 606 because the government entities do not meet the definition of a “customer”, as defined by Topic 606,
as there is not considered to be a transfer of control of good or services to the government entities funding the grant. AgeX
accounts for grants received to perform research and development services in accordance with ASC 730-20,
Research and Development
Arrangements
, which requires an assessment, at the inception of the grant, of whether the grant is a liability or a contract
to perform research and development services for others. If AgeX or a subsidiary receiving the grant is obligated to repay the
grant funds to the grantor regardless of the outcome of the research and development activities, then AgeX is required to estimate
and recognize that liability. Alternatively, if AgeX or a subsidiary receiving the grant is not required to repay, or if it is
required to repay the grant funds only if the research and development activities are successful, then the grant agreement is
accounted for as a contract to perform research and development services for others, in which case, grant revenue is recognized
when the related research and development expenses are incurred.
In
September 2018, AgeX was awarded a grant of up to approximately $225,000 from the National Institutes of Health (NIH).
The
NIH grant provides funding for continued development of AgeX technologies for treating osteoporosis. The grant funds will be made
available by the NIH as allowable expenses are incurred. For the three and six months ended June 30, 2019, AgeX incurred approximately
$47,000 and $62,000, respectively, of allowable expenses under the NIH grant and recognized a corresponding amount of
grant
revenues
. AgeX had no grant revenues for the three and six months ended June 30, 2018.
Research
and development
Research
and development expenses include both direct expenses incurred by AgeX or its subsidiaries and indirect overhead costs allocated
by BioTime that benefit or support AgeX’s research and development functions. Direct research and development expenses consist
primarily of personnel costs and related benefits, including stock-based compensation, amortization of intangible assets, outside
consultants and suppliers, and license fees paid to third parties to acquire patents or licenses to use patents and other technology.
Indirect research and development expenses allocated by BioTime to AgeX under the Shared Facilities Agreement (see Note 4), are
primarily based on headcount or space occupied, as applicable, and include laboratory supplies, laboratory expenses, rent and
utilities, common area maintenance, telecommunications, property taxes and insurance. Research and development expenses incurred
and reimbursed by grants from third parties or governmental agencies, including service revenues from co-development projects
with customers, if any and as applicable, approximate the respective revenues recognized in the condensed consolidated statements
of operations.
General
and administrative
General
and administrative expenses include both direct expenses incurred by AgeX and indirect overhead costs allocated by BioTime that
benefit or support AgeX’s general and administrative functions. Direct general and administrative expenses consist primarily
of compensation and related benefits, including stock-based compensation, for executive and corporate personnel, and professional
and consulting fees. Indirect general and administrative expenses allocated by BioTime to AgeX under the Shared Facilities Agreement
(see Note 4) are primarily based on headcount or space occupied, as applicable, and include costs for financial reporting and
compliance, rent and utilities, common area maintenance, telecommunications, property taxes and insurance.
Basic
and diluted net loss per share attributable to common stockholders
Basic
loss per share is calculated by dividing net loss attributable to AgeX common stockholders by the weighted average number of shares
of common shares outstanding, net of unvested restricted stock or restricted stock units, subject to repurchase by AgeX, if any,
during the period. Diluted loss per share is calculated by dividing the net income attributable to AgeX common stockholders, if
any, by the weighted average number of common shares outstanding, adjusted for the effects of potentially dilutive common shares
issuable under outstanding stock options and warrants, using the treasury-stock method, and convertible preferred stock, if any,
using the if-converted method
, and treasury stock
held by subsidiaries, if any
.
For
the three and six months ended June 30, 2019 and 2018, b
ecause
AgeX reported a net loss attributable to common stockholders, all potentially dilutive common stock, comprised of stock options,
restricted stock units and warrants, is antidilutive.
The
following weighted average common stock equivalents were excluded from the computation of diluted net loss per common share for
the periods presented because including them would have been antidilutive (in thousands):
|
|
Three
Months Ended
June
30, (Unaudited)
|
|
|
Six
Months Ended
June
30, (Unaudited)
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
Stock
options
|
|
|
2,836
|
|
|
|
1,349
|
|
|
|
2,620
|
|
|
|
1,349
|
|
Warrants
(1)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,474
|
|
Restricted
stock units
|
|
|
50
|
|
|
|
-
|
|
|
|
31
|
|
|
|
-
|
|
(1)
|
The
warrants were either exercised or expired on March 18, 2019 (see Note 5).
|
Recently
adopted accounting pronouncements
Leases
On
January 1, 2019, AgeX adopted ASU 2016-02,
Leases
(Topic 842, “ASC 842”) and its subsequent amendments affecting
AgeX: (i) ASU 2018-10,
Codification Improvements to Topic 842, Leases,
and (ii) ASU 2018-11,
Leases (Topic 842): Targeted
improvements,
using the modified retrospective method.
AgeX
management determines if an arrangement is a lease at inception. Leases are classified as either financing or operating, with
classification affecting the pattern of expense recognition in the consolidated statements of operations. When determining whether
a lease is a financing lease or an operating lease, ASC 842 does not specifically define criteria to determine “major part
of remaining economic life of the underlying asset” and “substantially all of the fair value of the underlying asset.”
For lease classification determination, AgeX continues to use (i) 75% or greater to determine whether the lease term is a major
part of the remaining economic life of the underlying asset and (ii) 90% or greater to determine whether the present value of
the sum of lease payments is substantially all of the fair value of the underlying asset. Under the available practical expedients,
and as applicable, AgeX accounts for the lease and non-lease components as a single lease component. AgeX recognizes right-of-use
(“ROU”) assets and lease liabilities for leases with terms greater than twelve months in the condensed consolidated
balance sheet.
ROU
assets represent an entity’s right to use an underlying asset during the lease term and lease liabilities represent an entity’s
obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement
date based on the present value of lease payments over the lease term. If the lease agreement does not provide an implicit rate
in the contract, an entity uses its incremental borrowing rate based on the information available at commencement date in determining
the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives.
The lease terms may include options to extend or terminate the lease when it is reasonably certain that the entity will exercise
that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Upon
adoption of ASC 842 and based on the practical expedients available under that standard, AgeX did not reassess any expired or
existing contracts, reassess the lease classification for any expired or existing leases and reassess initial direct costs for
exiting leases. AgeX also elected not to capitalize leases that have terms of twelve months or less.
The
adoption of ASC 842 had no impact on AgeX’s consolidated balance sheet as of January 1, 2019 as AgeX did not have
operating leases as of December 31, 2018 (see Note 8).
AgeX’s new sublease,
which commenced on April 2, 2019, is subject to ASC 842. AgeX recognized this lease as a right-of-use asset and operating lease
liability on its balance sheet in accordance with ASC 842 as of June 30, 2019 (see Note 8).
Stock-based
compensation
In
June 2018, the FASB issued ASU 2018-07,
Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based
Payment Accounting
, which simplifies the accounting for non-employee share-based payment transactions. The new standard expands
the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU 2018-07
is effective for fiscal years beginning after December 15, 2018 (including interim periods within that fiscal year). AgeX adopted
ASU 2018-07 on January 1, 2019. As AgeX has one stock option grant issued to a nonemployee in October 2018, the application of
the new standard did not have a material impact on its consolidated financial statements.
Reclassifications
A
reclassification was made from amounts included in accounts payable and accrued liabilities to related party payables, net, on
the condensed consolidated balance sheet as of December 31, 2018 to conform and be comparable to the presentation on the condensed
consolidated balance sheet as of June 30, 2019. The reclassification had no impact to the condensed consolidated financial statements
for any period presented.
Recently
issued accounting pronouncements not yet adopted
The
recently issued accounting pronouncements applicable to AgeX that are not yet effective should be read in conjunction with the
recently issued accounting pronouncements, as applicable and disclosed in AgeX’s Annual Report on Form 10-K for the year
ended December 31, 2018.
In
August 2018, the FASB issued ASU 2018-13,
Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure
Requirements for Fair Value Measurement
, which modifies certain disclosure requirements for reporting fair value measurements.
ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early
adoption is permitted. AgeX will adopt this standard on January 1, 2020 and is currently evaluating the disclosure requirements
and its effect on the consolidated financial statements.
3.
Selected Balance Sheet Components
Property
and equipment, net, and construction in progress
At
June 30, 2019 and December 31, 2018, property and equipment was comprised of the following (in thousands):
|
|
June
30, 2019
|
|
|
December
31, 2018
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
Equipment, furniture
and fixtures
|
|
$
|
335
|
|
|
$
|
245
|
|
Right-of-use assets
(1)
|
|
|
726
|
|
|
|
-
|
|
Accumulated
depreciation and amortization
|
|
|
(280
|
)
|
|
|
(155
|
)
|
Property and equipment, net
|
|
|
781
|
|
|
|
90
|
|
Construction
in progress
|
|
|
170
|
|
|
|
-
|
|
Property and
equipment, net, and construction in progress
|
|
$
|
951
|
|
|
$
|
90
|
|
(1)
|
AgeX
adopted ASC 842 on January 1, 2019. For additional information on this standard and right-of-use assets and liabilities see
Notes 2 and 8.
|
Depreciation
and amortization expense amounted to $12,000 and $10,000 for the three months ended June 30, 2019 and 2018, and $22,000 and $25,000
for the six months ended June 30, 2019 and 2018, respectively.
Construction
in progress of $170,000 as of June 30, 2019 entirely relates to the leasehold improvements made at AgeX’s new office and
research facility (see Note 8).
Intangible
assets, net
As
of June 30, 2019 and December 31, 2018, intangible assets, primarily consisting of acquired in-process research and development
and patents, and accumulated amortization were as follows (in thousands):
|
|
June
30, 2019 (unaudited)
|
|
|
December
31, 2018
|
|
Intangible
assets
|
|
$
|
5,586
|
|
|
$
|
5,586
|
|
Accumulated
amortization
|
|
|
(3,156
|
)
|
|
|
(2,877
|
)
|
Total
intangible assets, net
|
|
$
|
2,430
|
|
|
$
|
2,709
|
|
AgeX
recognized $140,000 and $107,000 in amortization expense of intangible assets, included in research and development expenses,
for the three months ended June 30, 2019 and 2018, and $279,000 and $214,000 for the six months ended June 30, 2019 and 2018,
respectively.
Accounts
payable and accrued liabilities
As
of June 30, 2019 and December 31, 2018, accounts payable and accrued liabilities were comprised of the following (in thousands):
|
|
June
30, 2019 (unaudited)
|
|
|
December
31, 2018
|
|
Accounts
payable
|
|
$
|
437
|
|
|
$
|
150
|
|
Accrued
compensation
|
|
|
404
|
|
|
|
254
|
|
Accrued
vendors and other expenses
|
|
|
743
|
|
|
|
962
|
|
Total
accounts payable and accrued liabilities
|
|
$
|
1,584
|
|
|
$
|
1,366
|
|
4.
Related Party Transactions
Shared
Facilities and Service Agreement
On
August 17, 2017, AgeX and BioTime executed the Shared Facilities Agreement. Under the terms of the Shared Facilities Agreement,
BioTime agrees to permit AgeX to use its premises and equipment located at Alameda, California for the purpose of conducting business.
BioTime will also provide accounting, billing, bookkeeping, payroll, treasury, payment of accounts payable, and other similar
administrative services to AgeX. BioTime may also provide the services of attorneys, accountants, and other professionals who
may also provide professional services to BioTime and its other subsidiaries. BioTime may also provide AgeX with the services
of its laboratory and research personnel, including BioTime employees and contractors, for the performance of research and development
work for AgeX at the premises.
BioTime
charges AgeX a “Use Fee” for services received and usage of facilities, equipment, and supplies. For each billing
period, BioTime prorates and allocates as a Use Fee costs incurred, as applicable, to AgeX. Such costs generally include services
of BioTime employees, consultants, and contractors; equipment use, insurance, lease expense, fees for services of accountants,
lawyers, and other professionals; software; supplies; and utilities. Allocation depends on key cost drivers including actual documented
use, square footage of facilities used, time spent, costs incurred by or for AgeX, or upon proportionate usage by BioTime and
AgeX, as reasonably estimated by BioTime. BioTime, at its discretion, has the right to charge AgeX a 5% markup on such allocated
costs and BioTime has charged this markup since the August 17, 2017 inception of the Shared Facilities Agreement with AgeX. The
allocated cost of BioTime employees and contractors who provide services is based upon records maintained of the number of hours
or percentage of time of such personnel devoted to the performance of services.
The
Use Fee is determined and invoiced to AgeX on a monthly basis for each calendar month of each calendar year. If the Shared Facilities
Agreement terminates prior to the last day of a billing period, the Use Fee will be determined for the number of days in the billing
period elapsed prior to the termination of the Shared Facilities Agreement. Each invoice will be payable in full by AgeX within
30 days after receipt. Any invoice, or portion thereof, not paid in full when due will bear interest at the rate of 15% per annum
until paid, unless the failure to make a payment is due to any inaction or delay in making a payment by BioTime employees from
AgeX funds available for such purpose, rather than from the unavailability of sufficient funds legally available for payment or
from an act, omission, or delay by any employee or agent of AgeX. To date BioTime has not charged AgeX any interest.
In
addition to the Use Fees, AgeX will reimburse BioTime for any out of pocket costs incurred by BioTime for the purchase of office
supplies, laboratory supplies, and other goods and materials and services for the account or use of AgeX, provided that invoices
documenting such costs are delivered to AgeX with each invoice for the Use Fee. Furthermore, BioTime will have no obligation to
purchase or acquire any office supplies or other goods and materials or any services for AgeX, and if any such supplies, goods,
materials or services are obtained for AgeX, BioTime may arrange for the suppliers thereof to invoice AgeX directly.
The
Shared Facilities Agreement will remain in effect from year to year, unless either party gives the other party written six months
notice to terminate, which BioTime may not give to AgeX prior to September 1, 2020, or unless the agreement is otherwise terminated
under another provision of the agreement. The Shared Facilities Agreement is not considered a lease under the provisions of ASC
842 discussed in Note 2, because, among other factors, a significant part of the Shared Facilities Agreement is a contract for
services, not a tangible asset, and is cancelable by either party without penalty.
On
May 7, 2019, AgeX provided written notice that it would terminate its use of BioTime’s office and laboratory facilities
on July 31, 2019, and on July 3, 2019, AgeX provided written notice that the shared services from BioTime will terminate on September
30, 2019 (see Notes 8 and 9).
In
aggregate, BioTime charged such Use Fees to AgeX and subsidiaries as follows
(in
thousands)
:
|
|
Three
Months Ended
June
30, (unaudited)
|
|
|
Six
Months Ended
June
30, (unaudited)
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
Research
and development
|
|
$
|
280
|
|
|
$
|
293
|
|
|
$
|
566
|
|
|
$
|
611
|
|
General
and administrative
|
|
|
65
|
|
|
|
96
|
|
|
|
179
|
|
|
|
166
|
|
Total
Use Fees
|
|
$
|
345
|
|
|
$
|
389
|
|
|
$
|
745
|
|
|
$
|
777
|
|
AgeX
accounts for payables to an affiliate, net of receivables from that affiliate, if any, for shared services and other transactions
that AgeX may enter into with that affiliate. AgeX records those payables and receivables on a net basis since AgeX and the affiliate
intend to exercise a right of offset of the payable and the receivable and to settle the balances net by having the party that
owes the other party pay the net balance owed
.
AgeX treats BioTime and Juvenescence as affiliates for this purpose.
AgeX
had $78,000 in related party receivables from BioTime and $34,000 in related party payables due to BioTime, included in related
party payables, net, on the condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018, respectively.
Transactions
with Juvenescence
Since
October 2018, AgeX’s Chief Operating Officer (“COO”), who is also an employee of Juvenescence, is devoting a
majority of his time to AgeX’s operations for which AgeX reimburses Juvenescence for his services on an agreed upon annual
amount of approximately $273,000.
As of June 30, 2019 and December 31, 2018, AgeX had approximately
$139,000 and $98,000, respectively, payable to Juvenescence for COO services rendered, included in related party payables, net,
on the condensed consolidated balance sheets.
Transactions
with Ascendance
On
March 21, 2018, AgeX and Ascendance entered into an Asset Purchase Agreement (the “Asset Agreement”) in which AgeX
purchased for $800,000 in cash certain assets consisting in value primarily of in-process research and development assets related
to stem cell derived cardiomyocytes (heart muscle cells) to be developed by AgeX. The transaction was considered an asset acquisition
rather than a business combination in accordance with ASC 805-50. The $800,000 purchase price was expensed on the acquisition
date as acquired in-process research and development in accordance with
ASC
730-10-25(c)
as those assets have no alternative future uses.
Disposition
of ownership interest in Ascendance
On
March 23, 2018, Ascendance was acquired by a third party in a merger through which AgeX received approximately $3.2 million in
cash for its shares of Ascendance common stock. AgeX recognized a $3.2 million gain on sale of its equity method investment in
Ascendance, which is included in other income and expenses, net, for the six months ended June 30, 2018. At the close of the merger,
$955,000 of cash that otherwise would have been payable to the Ascendance stockholders on a pro rata basis based on share ownership
was deposited into an escrow account where it was held through the term of the escrow, which expired in June 2019. The funds were
held in the escrow account to cover certain potential indemnity payments and other obligations that might arise after the merger.
On June 21, 2019, the escrow funds were paid to the former Ascendance shareholders and AgeX received $277,000 as its pro rata
share of the funds, as additional proceeds from the sale of the Ascendance investment included in other income and expenses, net,
for the three and six months ended June 30, 2019.
Sale
and exercise of AgeX warrants
In
February 2018, AgeX sold warrants, as described in Note 5, to certain investors, including to
Alfred
D. Kingsley, who was at the time AgeX’s Executive Chairman and the Chairman of BioTime’s Board of Directors. On March
18, 2019, Mr. Kingsley purchased a total of 248,600 shares of AgeX common stock through the exercise of his warrants at an exercise
price of $2.50 per share and paid a total purchase price of $621,500.
5.
Stockholders’ Equity
Preferred
Stock
AgeX
is authorized to issue up to 5,000,000 shares of $0.0001 par value preferred stock. To date, no preferred shares are issued and
outstanding.
Common
Stock
AgeX
has 100,000,000 shares of $0.0001 par value common stock authorized.
See
Note 4 for related party transactions with BioTime that impacted AgeX’s condensed consolidated statements of stockholders’
equity.
On
February 28, 2018, AgeX sold warrants to purchase 1,473,600 shares of AgeX common stock (the “Warrants”) for $0.50
per warrant for aggregate cash proceeds to AgeX of $736,800. On July 10, 2018, AgeX sold additional Warrants to purchase 526,400
shares of common stock for $0.50 per warrant for aggregate net cash proceeds to AgeX of $263,200. The Warrants were exercisable
at $2.50 per share.
On
March 18, 2019, holders of the Warrants purchased a total of 1,800,000 shares of AgeX common stock through the exercise of Warrants
at an exercise price of $2.50 per share, for total proceeds to AgeX of $4.5 million. Any unexercised Warrants expired on that
date. As of June 30, 2019 and December 31, 2018, there were 37,630,000 and 35,830,000 shares of AgeX common stock issued and outstanding,
respectively.
Reconciliation
of Changes in Stockholders’ Equity
The
following tables provide the activity in stockholders’ equity for the periods from March 31, 2019 to June 30, 2019, and
January 1, 2019 to June 30, 2019 (unaudited and in thousands):
|
|
Common
Stock
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
Number
of
Shares
|
|
|
Par
Value
|
|
|
Additional
Paid-In Capital
|
|
|
Accumulated
Deficit
|
|
|
Noncontrolling
Interest
|
|
|
Other
Comprehensive Income
|
|
|
Total
Stockholders’ Equity
|
|
BALANCE
AT MARCH 31, 2019
|
|
|
37,630
|
|
|
$
|
4
|
|
|
$
|
86,480
|
|
|
$
|
(77,187
|
)
|
|
$
|
706
|
|
|
$
|
24
|
|
|
$
|
10,027
|
|
Stock-based
compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
515
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
515
|
|
Lapse
of subsidiary options
|
|
|
-
|
|
|
|
-
|
|
|
|
(20
|
)
|
|
|
-
|
|
|
|
20
|
|
|
|
-
|
|
|
|
-
|
|
Foreign
currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
20
|
|
|
|
20
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,089
|
)
|
|
|
(66
|
)
|
|
|
|
|
|
|
(3,155
|
)
|
BALANCE
AT JUNE 30, 2019
|
|
|
37,630
|
|
|
$
|
4
|
|
|
$
|
86,975
|
|
|
$
|
(80,276
|
)
|
|
$
|
660
|
|
|
$
|
44
|
|
|
$
|
7,407
|
|
|
|
Common
Stock
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
Number
of
Shares
|
|
|
Par
Value
|
|
|
Additional
Paid-In Capital
|
|
|
Accumulated
Deficit
|
|
|
Noncontrolling
Interest
|
|
|
Other
Comprehensive Income/(Loss)
|
|
|
Total
Stockholders’ Equity
|
|
BALANCE
AT JANUARY 1, 2019
|
|
|
35,830
|
|
|
$
|
4
|
|
|
$
|
81,499
|
|
|
$
|
(74,054
|
)
|
|
$
|
784
|
|
|
$
|
(2
|
)
|
|
$
|
8,231
|
|
Issuance
of common stock from exercise of warrants
|
|
|
1,800
|
|
|
|
-
|
|
|
|
4,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,500
|
|
Stock-based
compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
996
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
996
|
|
Lapse
of subsidiary options
|
|
|
-
|
|
|
|
-
|
|
|
|
(20
|
)
|
|
|
-
|
|
|
|
20
|
|
|
|
-
|
|
|
|
-
|
|
Foreign
currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
46
|
|
|
|
46
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(6,222
|
)
|
|
|
(144
|
)
|
|
|
-
|
|
|
|
(6,366
|
)
|
BALANCE
AT JUNE 30, 2019
|
|
|
37,630
|
|
|
$
|
4
|
|
|
$
|
86,975
|
|
|
$
|
(80,276
|
)
|
|
$
|
660
|
|
|
$
|
44
|
|
|
$
|
7,407
|
|
The
following tables provide the activity in stockholders’ equity for the periods from March 31, 2018 to June 30, 2018, and
January 1, 2018 to June 30, 2018 (unaudited and in thousands):
|
|
Common
Stock
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
Number
of
Shares
|
|
|
Par
Value
|
|
|
Additional
Paid-In Capital
|
|
|
Accumulated
Deficit
|
|
|
Noncontrolling
Interest
|
|
|
Other
Comprehensive Income
|
|
|
Total
Stockholders’ Equity
|
|
BALANCE
AT MARCH 31, 2018
|
|
|
33,750
|
|
|
$
|
3
|
|
|
$
|
74,731
|
|
|
$
|
(66,787
|
)
|
|
$
|
955
|
|
|
$
|
67
|
|
|
$
|
8,969
|
|
Issuance
of shares
|
|
|
2,000
|
|
|
|
1
|
|
|
|
5,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,001
|
|
Stock-based
compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
167
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
167
|
|
Stock-based
compensation allocated from BioTime
|
|
|
-
|
|
|
|
-
|
|
|
|
62
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
62
|
|
Stock-based
compensation in subsidiaries
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2
|
|
|
|
-
|
|
|
|
2
|
|
Foreign
currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(45
|
)
|
|
|
(45
|
)
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,930
|
)
|
|
|
(21
|
)
|
|
|
-
|
|
|
|
(1,951
|
)
|
BALANCE
AT JUNE 30, 2018
|
|
|
35,750
|
|
|
$
|
4
|
|
|
$
|
79,960
|
|
|
$
|
(68,717
|
)
|
|
$
|
936
|
|
|
$
|
22
|
|
|
$
|
12,205
|
|
|
|
Common
Stock
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
Number
of
Shares
|
|
|
Par
Value
|
|
|
Additional
Paid-In Capital
|
|
|
Accumulated
Deficit
|
|
|
Noncontrolling
Interest
|
|
|
Other
Comprehensive Income
|
|
|
Total
Stockholders’ Equity
|
|
BALANCE
AT JANUARY 1, 2018
|
|
|
33,750
|
|
|
$
|
3
|
|
|
$
|
73,761
|
|
|
$
|
(66,552
|
)
|
|
$
|
1,039
|
|
|
$
|
68
|
|
|
$
|
8,319
|
|
Issuance
of shares
|
|
|
2,000
|
|
|
|
1
|
|
|
|
5,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,001
|
|
Sale
of warrants
|
|
|
-
|
|
|
|
-
|
|
|
|
737
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
737
|
|
Stock-based
compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
312
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
312
|
|
Stock-based
compensation allocated from BioTime
|
|
|
-
|
|
|
|
-
|
|
|
|
150
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
150
|
|
Stock-based
compensation in subsidiaries
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4
|
|
|
|
-
|
|
|
|
4
|
|
Foreign
currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(46
|
)
|
|
|
(46
|
)
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,165
|
)
|
|
|
(107
|
)
|
|
|
-
|
|
|
|
(2,272
|
)
|
BALANCE
AT JUNE 30, 2018
|
|
|
35,750
|
|
|
$
|
4
|
|
|
$
|
79,960
|
|
|
$
|
(68,717
|
)
|
|
$
|
936
|
|
|
$
|
22
|
|
|
$
|
12,205
|
|
6.
Stock-Based Awards
Equity
Incentive Plan Awards
AgeX
adopted its 2017 Equity Incentive Plan (the “Plan”) under which a maximum of 4,000,000 shares of common stock are
available for the grant of stock options, the sale of restricted stock, the settlement of restricted stock units, and the grant
of stock appreciation rights. The Plan also permits AgeX to issue such other securities as its Board of Directors or the Compensation
Committee administering the Plan may determine.
On
March 11, 2019, AgeX granted 50,000 restricted stock units and stock options to purchase 600,000 shares of common stock with an
exercise price of $4.28 to its employees, directors and a consultant under the Plan. These grants are subject to customary vesting
terms and conditions in accordance with the Plan.
A
summary of AgeX stock option activity under the Plan and related information follows (in thousands, except weighted average exercise
price):
|
|
Shares
Available for Grant
|
|
|
Number
of Options Outstanding
|
|
|
Number
of RSUs Outstanding
|
|
|
Weighted
Average Exercise Price
|
|
December
31, 2018
|
|
|
1,731
|
|
|
|
2,269
|
|
|
|
-
|
|
|
$
|
2.42
|
|
Restricted
stock units granted
|
|
|
(100
|
)
|
|
|
-
|
|
|
|
50
|
|
|
|
-
|
|
Options
granted
|
|
|
(567
|
)
|
|
|
567
|
|
|
|
-
|
|
|
|
4.28
|
|
Options
exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Options
forfeited/cancelled
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
June
30, 2019
|
|
|
1,064
|
|
|
|
2,836
|
|
|
|
50
|
|
|
$
|
2.79
|
|
Options
exercisable at June 30, 2019
|
|
|
|
|
|
|
949
|
|
|
|
|
|
|
$
|
2.22
|
|
Stock-based
Compensation Expense
The
fair value of each option award is estimated on the date of grant using a Black-Scholes option pricing model applying the weighted-average
assumptions noted in the following table
:
|
|
Three
Months Ended
June
30, (unaudited)
|
|
|
Six
Months Ended
June
30, (unaudited)
|
|
|
|
2019
(1)
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
Expected
life (in years)
|
|
|
-
|
|
|
|
5.54
|
|
|
|
5.65
|
|
|
|
5.80
|
|
Risk-free
interest rates
|
|
|
N/A
|
|
|
|
2.74
|
%
|
|
|
2.44
|
%
|
|
|
2.68
|
%
|
Volatility
|
|
|
N/A
|
|
|
|
75.19
|
%
|
|
|
78.45
|
%
|
|
|
74.85
|
%
|
Dividend
yield
|
|
|
-
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
|
(1)
|
There
were no option grants during the three months ended June 30, 2019.
|
Operating
expenses include stock-based compensation expense as follows (in thousands):
|
|
Three
Months Ended
June
30, (unaudited)
|
|
|
Six
Months Ended
June
30, (unaudited)
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
Research
and development
|
|
$
|
35
|
|
|
$
|
42
|
|
|
$
|
62
|
|
|
$
|
93
|
|
General
and administrative
|
|
|
480
|
|
|
|
189
|
|
|
|
934
|
|
|
|
373
|
|
Total
stock-based compensation expense
|
|
$
|
515
|
|
|
$
|
231
|
|
|
$
|
996
|
|
|
$
|
466
|
|
7.
Income Taxes
The
provision for income taxes for interim periods is determined using an estimated annual effective tax rate in accordance with ASC
740-270,
Income Taxes, Interim Reporting.
The effective tax rate may be subject to fluctuations during the year as new
information is obtained, which may affect the assumptions used to estimate the annual effective tax rate, including factors such
as valuation allowances against deferred tax assets, the recognition or de-recognition of tax benefits related to uncertain tax
positions, if any, and changes in or the interpretation of tax laws in jurisdictions where AgeX conducts business.
On
March 23, 2018, Ascendance was acquired by a third party in a merger through which AgeX received approximately $3.2 million in
cash for its shares of Ascendance common stock. For financial reporting purposes, AgeX recognized a $3.2 million gain on the sale
of its equity method investment in Ascendance (see Note 4). The sale was a taxable transaction to AgeX generating a taxable gain
of approximately $2.2 million. AgeX had sufficient current year losses from operations to offset the entire gain resulting in
no income taxes due.
At the close of the merger, $955,000 of cash that otherwise would have
been payable to the Ascendance stockholders on a pro rata basis based on share ownership was deposited into an escrow account
where it was held through the term of the escrow, which expired in June 2019. The funds were held in the escrow account to cover
certain potential indemnity payments and other obligations that might arise after the merger. On June 21, 2019, the escrow funds
were paid to the former Ascendance shareholders and AgeX received $277,000 as its pro rata share of the funds as additional proceeds
from the sale of its Ascendance investment (see Note 4) included in other income and expenses, net, for the three and six months
ended June 30, 2019.
AgeX has sufficient current year losses from operations to offset this gain resulting in no income
taxes due.
As
further discussed in Note 1, on August 30, 2018, BioTime consummated the sale of 14,400,000 shares of common stock of AgeX owned
by BioTime to Juvenescence. AgeX received no proceeds from that transaction. Prior to the transaction, Juvenescence owned 5.6%
of AgeX’s issued and outstanding common stock. Upon completion of the transaction, BioTime’s ownership in AgeX was
reduced from 80.4% to 40.2% of AgeX’s issued and outstanding shares of common stock, and Juvenescence’s ownership
in AgeX was increased from 5.6% to 45.8% of AgeX’s issued and outstanding shares of common stock. Accordingly, beginning
on August 31, 2018, AgeX will no longer be included in BioTime’s consolidated federal and state income tax returns as AgeX
will file its own, standalone returns with its subsidiaries.
Beginning
in 2018, the 2017 Tax Cuts and Jobs Act (“2017 Tax Act”), subjects a U.S. stockholder to tax on Global Intangible
Low Tax Income “GILTI” earned by certain foreign subsidiaries. In general, GILTI is the excess of a U.S. shareholder’s
total net foreign income over a deemed return on tangible assets. The provision further allows a deduction of 50% of GILTI, however
this deduction is limited to the company’s pre-GILTI U.S. income. For the year ended December 31, 2018, AgeX included an
immaterial amount of GILTI in U.S. gross income related to LifeMap Sciences, Ltd., which was fully offset by operating losses
For the three and six months ended June 30, 2019, our foreign income inclusion was less than the deemed return on tangible assets,
therefore no GILTI was included in income for the first six months of 2019. Current interpretations under ASC 740 state that an
entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse
as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense.
AgeX has elected to account for GILTI as a current period expense when incurred.
For
the three and six months ended June 30, 2019, AgeX generated a domestic loss from continuing operations but generated foreign
income attributable primarily to foreign currency transaction gains for the current periods. This foreign income was principally
related to the remeasurement of the U.S. dollar denominated intercompany advances in the form of services provided by LifeMap
Sciences, Ltd. to LifeMap Sciences, Inc., for which a foreign income tax provision of $76,000 was recorded for the six months
ended June 30, 2019.
Due
to losses incurred for all periods presented, AgeX did not record a domestic provision or benefit for income taxes. A valuation
allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. AgeX
established a full valuation allowance for all of its domestic deferred tax assets for all periods presented due to the uncertainty
of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets.
8.
Commitments and Contingencies
Lease
Agreement
On
April 2, 2019, the term of a sublease that AgeX entered into during March 2019 went into effect for an office and research facility
(the “New Facility”) comprising approximately 23,911 square feet of space in a building in an office and research
park at 965 Atlantic Avenue, Alameda, California. AgeX plans to operate its principal offices and research laboratory at the New
Facility.
Base
monthly rent is $35,866.50 for the initial 12 months of the sublease term and then will increase to $36,942.50. In addition, AgeX
will pay real property taxes, insurance and operating expenses pertaining to the building in which the New Facility is located.
The sublease term will expire on December 31, 2020.
AgeX
is responsible for the maintenance and repair of the New Facility, including electrical, plumbing, HVAC and other systems serving
the New Facility but excluding structural and other external portions of the building in which the New Facility is located, and
other external areas such as parking, landscaping and walkways associated with the building.
AgeX
will be in default under the sublease, and the sublandlord may terminate the sublease and may exercise other remedies against
AgeX for losses and damages under the sublease and applicable law, if any one or more of the following events occurs: (a) AgeX
fails to pay any rent or any other sum required to be paid under the sublease for a period of ten (10) days after written notice
of delinquency is delivered by the sublandlord; provided, however, that if AgeX fails to pay rent or other sums due within ten
(10) days of the date due three or more times during any twelve month period, then any subsequent failure to pay any rent or other
sum when due shall constitute a default without the requirement of any written notice; (b) a material default by AgeX in the performance
of any other terms, covenants or conditions of the sublease where the failure continues for thirty (30) days after written notice
from the sublandlord; provided that if AgeX defaults in the performance of the same obligation three or more times in any twelve
month period and notice from the sublandlord was given in each instance, no cure period shall thereafter be applicable; (c) AgeX
becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, bankruptcy or reorganization proceedings are
commenced by or against AgeX, and in the case of an involuntary proceeding are not discharged within 60 days, the appointment
of a receiver for a substantial part of AgeX’s assets, or the levy upon the sublease or AgeX’s estate in the sublease
by attachment or execution, or (d) AgeX abandons the New Facility.
AgeX
has agreed to indemnify the sublandlord against certain liabilities arising under laws pertaining to hazardous materials. The
indemnity of the sublandlord will pertain to any deposit, spill, discharge or release of hazardous materials that occurs during
the term of the sublease or from AgeX’s failure to comply with requirements of governmental authorities.
The
sublease requires AgeX to maintain certain liability and other insurance and contains customary provisions pertaining to matters
such as damage or destruction of the New Facility, taking by eminent domain or similar process, restrictions on subletting and
assignment, and other matters.
In
connection with the sublease, as of June 30, 2019 AgeX incurred $170,000 in tenant improvement expenses that it funded and will
be amortize over the term of the lease when completed.
Adoption
of ASC 842
The
tables below provide the amounts recorded in connection with the adoption of ASC 842 as of, and during, the six months ended June
30, 2019, for AgeX’s operating lease. AgeX recorded a right-of-use asset of $726,000 and a right-of-use liability for
the same amount for the sublease in April 2019, which is considered a noncash investing activity.
The
following table presents supplemental cash flow information related to the operating lease for the six months ended June 30, 2019
(in thousands):
Cash paid for amounts included in the
measurement of lease liabilities:
|
|
|
|
Operating
cash flows for operating lease
|
|
$
|
108
|
|
The
following table presents supplemental balance sheet information related to the operating lease as of June 30, 2019 (in thousands,
except lease term and discount rate):
Operating lease
|
|
|
|
Right-of-use
asset, net
|
|
$
|
627
|
|
|
|
|
|
|
Right-of-use lease
liability, current
|
|
$
|
407
|
|
Right-of-use
lease liability, noncurrent
|
|
|
221
|
|
Total
operating lease liabilities
|
|
$
|
628
|
|
Weighted average remaining
lease term
|
|
|
|
|
Operating lease
|
|
|
1.5
years
|
|
Weighted average discount rate
|
|
|
|
|
Operating lease
|
|
|
6.0
|
%
|
The
following table presents future minimum lease commitments as of June 30, 2019 (in thousands):
|
|
Operating
Lease Payments
|
|
Year Ending December 31,
|
|
|
|
2019
|
|
$
|
215
|
|
2020
|
|
|
440
|
|
Total lease payments
|
|
|
655
|
|
Less imputed
interest
|
|
|
(27
|
)
|
Total
|
|
$
|
628
|
|
Litigation
– General
AgeX
is subject to various claims and contingencies in the ordinary course of its business, including those related to litigation,
business transactions, employee-related matters, and others. When AgeX is aware of a claim or potential claim, it assesses the
likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated,
AgeX will record a liability for the loss. If the loss is not probable or the amount of the loss cannot be reasonably estimated,
AgeX discloses the claim if the likelihood of a potential loss is reasonably possible and the amount involved could be material.
AgeX is not aware of any claims likely to have a material adverse effect on its financial condition or results of operations.
Employment
Contracts
AgeX
has entered into employment contracts with certain executive officers. Under the provisions of the contracts, AgeX may be required
to incur severance obligations related to certain terminations of employment.
Indemnification
In
the normal course of business, AgeX may provide indemnifications of varying scope under AgeX’s agreements with other companies
or consultants, typically for AgeX’s pre-clinical programs. Pursuant to these agreements, AgeX will generally agree to indemnify,
hold harmless, and reimburse the indemnified parties for losses and expenses suffered or incurred by the indemnified parties arising
from claims of third parties in connection with AgeX’s pre-clinical programs. Indemnification provisions could also cover
third party infringement claims with respect to patent rights, copyrights, or other intellectual property pertaining to AgeX’s
pre-clinical programs. The term of these indemnification agreements will generally continue in effect after the termination or
expiration of the particular research, development, services, or license agreement to which they relate. The potential future
payments AgeX could be required to make under these indemnification agreements will generally not be subject to any specified
maximum amount. Historically, AgeX has not been subject to any claims or demands for indemnification. AgeX also maintains various
liability insurance policies that limit AgeX’s financial exposure. As a result, AgeX believes the fair value of these indemnification
agreements is minimal. Accordingly, AgeX has not recorded any liabilities for these agreements as of June 30, 2019 and December
31, 2018.
9.
Subsequent Events
Shared
Facilities Agreement
On
July 3, 2019, AgeX provided written notice that the shared services from BioTime under the Shared Facilities Agreement will terminate
on September 30, 2019 (See Note 4).
Sublease
On
July 15, 2019, AgeX, as a sublessor, entered into a sublease agreement with an unrelated party (the “Sublessee”) to
lease approximately 9,062 square feet of space at AgeX’s New Facility discussed in Note 8 (the “AgeX Sublease”).
The Sublessee will pay AgeX $15,405.40 per month for the first twelve months of the AgeX Sublease and $16,311.60 per month for
the duration of the AgeX Sublease, which will expire on December 31, 2020. The Sublessee will also be responsible to reimburse
AgeX for Sublessee’s pro rata portion of the maintenance and repair of the New Facility, including electrical, plumbing,
HVAC and other systems serving the New Facility but excluding structural and other external portions of the building in which
the New Facility is located, and other external areas such as parking, landscaping and walkways associated with the building.
The effectiveness of the sublease agreement is conditioned upon receipt of consents from AgeX’s sublessor and the original
lessor of the building.
Loan
Facility and Issuance of Warrants
On
August 13, 2019 AgeX and Juvenescence entered into a Loan Facility Agreement (the “Loan Agreement”) pursuant
to which Juvenescence has agreed to provide to AgeX a $2.0 million line of credit for a period of 18 months. AgeX will initially
draw $500,000 of the line of credit, and may draw additional funds from time to time, upon 60 days advance notice, prior to the
Repayment Date in February 2021. AgeX may not draw down funds if an “Event of Default” under the Loan Agreement has
occurred and is continuing and AgeX may not draw down more than $700,000 during any 30 day period.
In
lieu of accrued interest, AgeX will issue to Juvenescence 19,000 shares of AgeX common stock concurrently with the first
draw down of funds under the Loan Agreement. However, if AgeX fails to repay the loan when due, interest at the rate of 10% per
annum, compounded daily, will accrue on the unpaid balance from the date the payment was due.
In
lieu of repayment of funds borrowed, AgeX or Juvenescence may convert the loan balance (including principal and accrued interest,
if any) into AgeX common stock or “units” if AgeX consummates a “Qualified Offering” which means a sale
of common stock (or common stock paired with warrants or other convertible securities in “units”) in which the gross
sale proceeds are at least $7.5 million.
Events
of Default under the Loan Agreement include: (i) AgeX fails to pay any amount in the manner and at the time provided in the Loan
Agreement and the failure to pay is not remedied within 10 business days; (ii) AgeX fails to perform any of its obligations under
the Loan Agreement and if the failure can be remedied it is not remedied to the satisfaction of Juvenescence within 10 business
days after notice to AgeX; (iii) other indebtedness for money borrowed in excess of $100,000 becomes due and payable or can be
declared due and payable prior to its due date or if indebtedness for money borrowed in excess of $25,000 is not paid when
due; (iv) AgeX stops payment of its debts generally or discontinues its business or becomes unable to pay its debts as they become
due or enters into any arrangement with creditors generally, (v) AgeX becoming insolvent or in liquidation or administration or
other insolvency procedures, or a receiver, trustee or similar officer is appointed in respect of all or any part of its assets
and such appointment continues undischarged or unstayed for sixty days, (vi) it becomes illegal for AgeX to perform its obligations
under the Loan Agreement or any governmental permit, license, consent, exemption or similar requirement for AgeX to perform its
obligations under the Loan Agreement or to carry out its business is not obtained or ceases to remain in effect; (vii) the issuance
or levy of any judgment, writ, warrant of attachment or execution or similar process against all or any material part of the property
or assets of AgeX if such process is not released, vacated or fully bonded within sixty calendar days after its issue or levy;
(viii) any injunction, order or judgement of any court is entered or issued which in the opinion of Juvenescence materially and
adversely affects the ability of AgeX to carry out its business or to pay amounts owed to Juvenescence under the Loan Agreement,
and (ix) there is a change in AgeX’s financial condition that in the opinion of Juvenescence materially and adversely affects,
or is likely to so affect, its ability to perform any of its obligations under the Loan Agreement.
As
consideration for the line of credit under the Loan Agreement, AgeX issued to Juvenescence warrants to purchase
150,000 shares of AgeX common stock. The exercise price of the warrants is $2.60 per share, which was the volume
weighted average price on the NYSE American (VWAP) of AgeX common stock over the twenty trading days prior to the date the
warrants were issued. The warrants will expire at 5:00 p.m. New York time three years after the date of issue. The number
of shares issuable upon exercise of the warrants and the exercise price per share are subject to adjustment upon the
occurrence of certain events such as a stock split or reverse split or combination of the common stock, stock dividend,
recapitalization or reclassification of the common stock, and similar events.
AgeX
has entered into a Registration Rights Agreement to use commercially reasonable efforts to register the 19,000 shares issuable
under the Loan Agreement and the 150,000 warrants and underlying shares for resale under the Securities Act of 1933, as amended
(the “Securities Act”), upon request of Juvenescence if Form S-3 is available to AgeX. Juvenescence will also have
“piggy-back” registration rights if AgeX files a registration statement for the sale of shares for itself or other
stockholders. AgeX will bear the expenses of the registration statement but not underwriting or broker’s commissions related
to the sale of warrants or shares. AgeX and Juvenescence will indemnify each other from certain liabilities in connection the
registration, offer, and sale of securities under a registration statement, including liabilities arising under the Securities
Act.