Current Report Filing (8-k)
February 14 2019 - 8:07AM
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: February 14, 2019
BioTime,
Inc.
(Exact
name of registrant as specified in its charter)
California
|
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001-12830
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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. ☐
On
February 14, 2019, BioTime issued a press release that provided a business update regarding the its ongoing efforts and plans
for 2019, including the proposed merger with Asterias Biotherapeutics, Inc. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated by reference herein.
Additional
Information and Where to Find It
This
communication is being made in respect of the proposed business combination involving BioTime, Inc. and Asterias Biotherapeutics,
Inc. In connection with the proposed transaction, BioTime and Asterias filed documents with the U.S. Securities and Exchange Commission
(the “SEC”), including the filing by BioTime of a Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus.
INVESTORS AND SECURITY HOLDERS OF BIOTIME AND ASTERIAS ARE URGED TO CAREFULLY READ THE FINAL JOINT PROXY STATEMENT/PROSPECTUS
AND OTHER DOCUMENTS FILED WITH THE SEC BY BIOTIME AND ASTERIAS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of these documents and other documents filed with the SEC at the SEC’s
web site at www.sec.gov and by contacting BioTime Investor Relations at (510) 871-4188 or Asterias Investor Relations at (510)
456-3892. Investors and security holders may obtain free copies of the documents filed with the SEC on BioTime’s website
at www.biotimeinc.com or Asterias’ website at www.asteriasbiotherapeutics.com or the SEC’s website at
www.sec.gov
.
BioTime, Asterias and their respective directors and executive officers may be deemed participants in the solicitation of proxies
with respect to the proposed transaction. Information regarding the interests of these directors and executive officers in the
proposed transaction is included in the Joint Proxy Statement/Prospectus described above. Additional information regarding the
directors and executive officers of BioTime is also included in BioTime’s proxy statement for its 2018 Annual Meeting of
Shareholders, which was filed with the SEC on March 29, 2018, and additional information regarding the directors and executive
officers of Asterias is also included in Asterias’ proxy statement for its 2018 Annual Meeting of Stockholders, which was
filed with the SEC on April 30, 2018, respectively.
No
Offer or Solicitation
This
document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote
or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking
Statements
Certain
statements in this communication, including statements relating to the Merger Agreement, the Merger and the other transactions
contemplated by the Merger Agreement, uncertainties as to the timing of the closing of Merger, including due to failure to satisfy
or delay in satisfying the conditions to such closing; anticipated closing of OncoCyte public offering and further development
and potential of the product candidates, including enrollment and timing of the results of our clinical trials; and expectations
related to BioTime’s CE Mark application for Renevia are “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995 giving BioTime’s and Asterias’ expectations or predictions of
future financial or business performance or conditions. These forward-looking statements are subject to numerous assumptions,
risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume
no duty to update forward-looking statements. In addition to factors previously disclosed in BioTime’s and Asterias’
reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause
actual results to differ materially from forward-looking statements and historical performance: the ability to meet closing conditions
to the Merger, including requisite approval by BioTime’s and Asterias’ stockholders, on a timely basis or at all;
delay in closing the Merger; the ultimate outcome and results of integrating the operations of BioTime and Asterias and the ultimate
ability to realize synergies and other benefits; business disruption following the Merger; the availability and access, in general,
of funds to fund operations and necessary capital expenditures. More information on potential factors that could affect our results
is included from time to time in the SEC filings and reports of BioTime and Asterias, including the risks identified under the
sections captioned “Risk Factors” in BioTime’s quarterly report on Form 10-Q filed with the SEC on November
8, 2018 and Asterias’ annual report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 15, 2018,
and Asterias’ quarterly report on Form 10-Q for the quarter ended September 30, 2018, filed with the SEC on November 9,
2018.
Item
9.01.
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Financial
Statements and Exhibits
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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:
February 14, 2019
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By:
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/s/
Brian Culley
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Brian
Culley
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Chief
Executive Officer
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