Amended Current Report Filing (8-k/a)
April 25 2019 - 4:34PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
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 8, 2019
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:
☐
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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. ☐
EXPLANATORY
NOTE
On
March 8, 2019, BioTime, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Current Report”)
to report the completion of its acquisition of Asterias Biotherapeutics, Inc. (“Asterias”) pursuant to the terms of
the Agreement and Plan of Merger, dated November 7, 2018, by and among the Company, Patrick Merger Sub, Inc., a wholly owned subsidiary
of the Company and Asterias.
Pursuant
to Item 9.01(a)(4) and 9.01(b)(2) of Form 8-K, this
report
amends and supplements Item 9.01 of the Original Current Report to provide the required historical
audited financial statements and the pro forma financial information that were not included in the Original Current Report as
permitted by Item 9.01(a)(4) and Item 9.01(b)(2) of Form 8-K.
Except
as described above, all information in and exhibits to the Original Current Report remain unchanged. This report should be read
in conjunction with the Original Current Report.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Businesses Acquired
The
following audited financial statements of Asterias and the report of independent public accountants thereon are attached as Exhibit
99.1 to this report and are incorporated herein by reference:
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●
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Audited
balance sheets of Asterias as of December 31, 2018 and 2017 and the related audited statements of operations, comprehensive
loss, stockholders’ equity and cash flows for the years then ended, and the notes related thereto
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●
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Report
of independent registered public accounting firm
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(b)
Pro Forma Financial Information
The
following unaudited pro forma financial information is attached as Exhibit 99.2 to this report and is incorporated herein by reference:
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●
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Unaudited
pro forma condensed combined balance sheet of the Company as of December 31, 2018 and the related unaudited pro forma condensed
combined statement of operations for the year then ended, and the notes related thereto
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(d)
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:
April 25, 2019
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By:
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/s/
Brian M. Culley
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Chief
Executive Officer
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