Item
1.01 Entry into a Material Definitive Agreement.
On October 13, 2017, BioTime,
Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Raymond
James & Associates, Inc., as representative of the several underwriters listed therein (the “Underwriters”), relating
to the issuance and sale in an underwritten public offering by the Company of 9,615,385 shares of the Company’s common
stock, no par value per share (the “Common Stock”). The public offering price for each share of Common Stock is $2.60.
The Underwriters will
purchase the shares of Common Stock from the Company at a price of $2.444 per share, representing a 6.0% discount from
the public offering price. Raymond James & Associates, Inc. is acting as the sole book-running manager for the offering.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as
amended (the “Securities Act”), and other obligations of the parties and termination provisions. The representations,
warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific
dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution
of the Underwriting Agreement.
As
part of the Underwriting Agreement, subject to certain exceptions, certain of the Company’s officers, directors and five
percent shareholders agreed not to sell or otherwise dispose of any of the Company’s Common Stock held by them for a period
ending 90 days after the date of the Underwriting Agreement without first obtaining the written consent of Raymond James &
Associates, Inc.
Certain
of the Company’s existing significant shareholders, Broadwood Partners, L.P. and Broadwood Capital, Inc., both of which
are affiliated with Neal Bradsher, a member of the Company’s Board of Directors, have agreed to purchase 2,692,307
shares of common stock in the offering at the public offering price of $2.60 per share.
The
Common Stock is being offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3 and
an accompanying prospectus (Registration Statement No. 333-217182) filed with the Securities and Exchange Commission (the “SEC”)
on April 4, 2017, amended on May 2, 2017, and declared effective by the SEC on May 5, 2017, and a preliminary and final prospectus
supplement filed with the SEC in connection with the Company’s takedown relating to the offering. A copy of the opinion
of Cooley LLP relating to the legality of the issuance and sale of the shares of Common Stock in the offering is attached as Exhibit
5.1 hereto.
The net proceeds to the
Company from the sale of the shares of Common Stock is expected to be approximately $23.1 million, after deducting underwriting
discounts and commissions and other estimated offering expenses payable by the Company, assuming no exercise by the Underwriters
of the 30-day option which the Company has granted the Underwriters under the terms of the Underwriting Agreement to purchase
up to an additional 1,442,308 shares of Common Stock to cover over allotments, if any. The Company intends to use the net
proceeds from the offering for general corporate purposes, including, without limitation, to fund clinical trials, research and
development activities and for general working capital. The offering is expected to close on or about October 17, 2017,
subject to customary closing conditions.
The
foregoing description of the Underwriting Agreement does not purport to be complete and the terms of the Underwriting Agreement
are subject to, and qualified in their entirety by reference to, the Underwriting Agreement, which is filed herewith as Exhibit
1.1 and is incorporated herein by reference.
Forward-Looking
Statements
Certain
statements in this Current Report on Form 8-K are forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that statements in this Form 8-K regarding the anticipated amount and use of the proceeds
of the offering and the completion of the public offering constitute forward-looking statements that involve risks and uncertainties,
including, without limitation, risks and uncertainties related to market conditions and the satisfaction of customary closing
conditions related to the proposed public offering. There can be no assurance that BioTime will be able to complete the proposed
public offering. Additional information on risks facing BioTime, its subsidiaries and its affiliates can be found in the “Risk
Factors” section of its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange
Commission (the “SEC”) and in the preliminary prospectus supplement related to the proposed offering to be filed with
the SEC on or about the date hereof (copies of which may be obtained at www.sec.gov). Subsequent events and developments may cause
these forward-looking statements to change. BioTime specifically disclaims any obligation or intention to update or revise these
forward-looking statements as a result of changed events or circumstances that occur after the date of this release, except as
required by applicable law.