Current Report Filing (8-k)
February 22 2018 - 7:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported):
February
21, 2018
BioTime,
Inc.
(Exact name of registrant as specified in its charter)
California
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1-12830
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94-3127919
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1010 Atlantic Avenue
Suite 102
Alameda,
California 94501
(Address of principal executive offices)
(510)
521-3390
(Registrant's telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company
⃞
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.
⃞
Forward-Looking Statements
Any statements that are not historical fact (including, but not
limited to statements that contain words such as “may,” “will,”
“believes,” “plans,” “intends,” “anticipates,” “expects,” “estimates”)
should also be considered to be forward-looking statements. Additional
factors that could cause actual results to differ materially from the
results anticipated in these forward-looking statements are contained in
BioTime’s periodic reports filed with the SEC under the heading “Risk
Factors” and other filings that BioTime may make with the Securities and
Exchange Commission. Undue reliance should not be placed on these
forward-looking statements which speak only as of the date they are
made, and the facts and assumptions underlying these statements may
change. Except as required by law, BioTime disclaims any intent or
obligation to update these forward-looking statements.
References in this Report to “BioTime,” “we” or “us” refer to
BioTime, Inc.
Section 5 - Corporate Governance and Management
Item 5.02 - Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On February 21, 2018, our Board of Directors appointed Cavan Redmond as
a director. Mr. Redmond will also serve as Chairman of a newly
organized Corporate Development Committee of the Board of Directors.
Mr. Redmond, 56, has served as member of Zarsy, LLC since 2014. Mr.
Redmond served as Chief Executive Officer of WebMD from May 2012 until
May 2013. From August 2011 until May 2012, he served as Group President,
Animal Health, Consumer Healthcare and Corporate Strategy of Pfizer
Inc., a pharmaceutical company. Previously, Mr. Redmond served as
Pfizer’s Group President, Animal Health, Consumer Healthcare, Capsugel
and Corporate Strategy from December 2010 until August 2011 and as its
Senior Vice President and Group President, Pfizer Diversified Businesses
from October 2009 until December 2010. Prior to Pfizer’s acquisition of
Wyeth, a pharmaceutical company, Mr. Redmond served as President, Wyeth
Consumer Healthcare and Animal Health Business from May 2009 until
October 2009. Before that, he held the positions of President, Wyeth
Consumer Healthcare from December 2007 until May 2009 and Executive Vice
President and General Manager, BioPharma, Wyeth Pharmaceuticals from
2003 until December 2007. Mr. Redmond is also a director of OncoCyte
Corporation, a developer of non-invasive cancer diagnostic tests. Mr.
Redmond holds a BA from the University of Maryland and a Master of
Administrative Sciences from Johns Hopkins University.
Mr. Redmond will receive annual cash fees of $40,000 for serving as a
director and $15,000 for serving as Chairman of the Corporate
Development Committee. In addition to the cash fees, for serving as a
director Mr. Redmond will receive an initial grant of options to
purchase 60,000 common shares under our 2012 Equity Incentive Plan.
The annual cash fees will be paid in four equal quarterly installments
based on Mr. Redmond’s continued service through the last day of the
applicable quarter, and the stock options will vest and became
exercisable, in one yearly installment, based on Mr. Redmond’s continued
service through the one year anniversary of grant. The options will
expire if not exercised five years from the date of grant or 90 days
after Mr. Redmond ceases to serve as a director.
Mr. Redmond serves as a director and holds options to purchase shares of
common stock of our former consolidated subsidiary OncoCyte
Corporation. OncoCyte and BioTime are parties to a Shared Facilities
Agreement through which we provide OncoCyte with the use of a portion of
our office and laboratory facilities, equipment and supplies, utilities,
and personnel at our cost plus 5%. OncoCyte is presently paying us
$130,000 monthly, and during the twelve months ended December 31, 2017
OncoCyte paid us approximately $1,567,000, for its costs incurred under
the Shared Facilities Agreement.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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BIOTIME, INC.
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Date:
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February 22, 2018
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By:
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/s/Russell Skibsted
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Chief Financial Officer
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