Current Report Filing (8-k)
December 04 2018 - 10:50AM
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):
November 28, 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:
☐
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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.
Item
2.01 Completion of Acquisition or Disposition of Assets
On
November 28, 2018 BioTime completed its previously announced distribution of approximately 12.7 million shares of common stock
of AgeX Therapeutics, Inc. (“AgeX”) to BioTime shareholders on a pro rata basis (the “AgeX Distribution”).
Regular way trading of AgeX common stock on the NYSE American began on November 29, 2018 under the symbol AGE.
As
a result of the AgeX Distribution, BioTime’s ownership of AgeX was reduced from approximately 14.4 million shares, representing
40.2% of the outstanding shares of AgeX common stock, to approximately 1.7 million shares, representing 4.8% of the outstanding
AgeX common stock.
BioTime has filed as an
exhibit to this Report an unaudited pro forma condensed combined balance sheet of BioTime as of September 30, 2018, derived from
its latest unaudited condensed consolidated balance sheet filed in its Quarterly Report on Form 10-Q, and unaudited
pro forma condensed combined statements of operations of BioTime for the nine months ended September 30, 2018 and for the year
ended December 31, 2017. The unaudited pro forma condensed combined balance sheet as of September 30, 2018 gives effect to the
AgeX Distribution as if the AgeX Distribution had occurred on September 30, 2018. As previously disclosed, effective August
30, 2018 and February 17, 2017, BioTime deconsolidated the financial statements of AgeX (the “AgeX Deconsolidation”)
and OncoCyte Corporation (the “OncoCyte Deconsolidation”), respectively. The unaudited pro forma condensed
combined statements of operations give effect to the AgeX Deconsolidation and the OncoCyte Deconsolidation, as if both the
AgeX Deconsolidation and the OncoCyte Deconsolidation had occurred on January 1, 2017.
Item
9.01 – Financial Statements and Exhibits
(a)
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Pro
Forma Financial Information
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(i)
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Unaudited
Pro Forma Condensed Combined Balance Sheet as at September 30, 2018
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(ii)
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Unaudited
Pro Forma Condensed Combined Statements of Operations for the Nine Months Ended September 30, 2018
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(iii)
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Unaudited
Pro Forma Condensed Combined Statements of Operations for the Year-Ended December 31, 2017
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(iv)
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Notes
to Unaudited Pro Forma Condensed Combined Financial Information
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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:
December 4, 2018
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By:
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/s/
Russell Skibsted
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Chief
Financial Officer
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