Current Report Filing (8-k)
March 19 2018 - 4:32PM
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):
March 15, 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
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
Executive
Compensation
On
March 15, 2018, our Board of Directors, based on recommendations of its Compensation Committee, approved the payment of cash bonuses
and approved equity awards to certain BioTime executive officers as shown in the following table.
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Number of Stock
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Executive
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Office
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Bonus
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Options
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Michael D. West
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Co-Chief Executive Officer
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$
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65,000
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—
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Aditya Mohanty
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Co-Chief Executive Officer
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$
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206,000
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200,000
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Russell Skibsted
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Chief Financial Officer
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$
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108,000
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150,000
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Stephana Patton
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General Counsel, Corporate Secretary, and Chief Compliance Officer
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$
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80,000
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125,000
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Dr.
West, who is also the Chief Executive Officer of our subsidiary AgeX Therapeutics, Inc. (“AgeX”) was not awarded BioTime
stock options but was awarded AgeX stock options under the AgeX Equity Incentive Plan during the fourth quarter of 2017.
The
Board of Directors also approved 3% salary increases for Mr. Mohanty, Mr. Skibsted, and Dr. Patton raising their annual salaries
to $530,500, $381,924, and $324,450, respectively.
The
BioTime stock options were granted under our Equity Incentive Plan (the “Plan”). The options shall vest and thereby
become exercisable as follows: 25 percent of the options shall vest on February 1, 2019, and the balance of the options shall
vest in 36 equal monthly installments, commencing on February 1, 2019, in each case based upon the executive’s continued
service as an executive officer or employee of BioTime or a subsidiary on the designated vesting date.
The
options shall expire if not exercised 10 years from the date of grant. However, in the event of termination of the executive’s
employment for any reason other than death or disability, the options will expire three months following the termination of employment,
and in the event of the executive’s death or disability, the options will expire if not exercised within the first year
following cessation of employment due to death or disability, and in each case may be exercisable only up to the amount vested
on the date the executive’s employment terminates.
The
exercise price of the options is $2.54, the fair market value of BioTime common shares determined in accordance with the Plan;
The
options shall be incentive stock options pursuant to Section 422 of the Internal Revenue Code, to the extent permitted by the
Code.
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:
March 19, 2018
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By
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/s/
Russell Skibsted
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Chief
Financial Officer
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