Securities Registration: Employee Benefit Plan (s-8)
August 08 2019 - 4:34PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on August 8, 2019
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
BIOTIME,
INC.
(Exact
Name of Registrant as Specified in its Charter)
California
|
|
94-3127919
|
(State
or Other Jurisdiction
|
|
(I.R.S.
Employer
|
of
Incorporation or Organization)
|
|
Identification
No.)
|
1010
Atlantic Avenue, Suite 102
Alameda,
California, 94501
(Address
of Principal Executive Offices) (Zip Code)
2012
Equity Incentive Plan
(Full
Title of the Plan)
Chase
C. Leavitt
General
Counsel & Corporate Secretary
BioTime,
Inc.
1010
Atlantic Avenue, Suite 102
Alameda,
California, 94501
(510) 521-3390
(Name,
address, and telephone number, including area code, of agent for service)
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ]
|
|
Accelerated
filer [X]
|
|
|
|
Non-accelerated
filer [ ]
|
|
Smaller
reporting company [X]
|
|
|
|
|
|
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 7(a)(2)(B) of the Securities Act.
[ ]
CALCULATION
OF REGISTRATION FEE
Title of Securities
to be Registered
|
|
Amount
to be
Registered (1)
|
|
|
Proposed Maximum
Offering Price
per Share (2)
|
|
|
Proposed Maximum
Aggregate
Offering Price (2)
|
|
|
Amount of
Registration
Fee
|
|
Common Shares, no par value per share
|
|
|
8,000,000
|
|
|
$
|
1.02
|
|
|
$
|
8,160,000
|
|
|
$
|
989
|
|
(1)
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “
Securities Act
”), this Registration
Statement shall also cover any additional common shares that becomes issuable under the 2012 Equity Incentive Plan by reason of
any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that
increases the number of the Registrant’s outstanding common shares.
(2)
Estimated in accordance with Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee. The maximum
offering price per share and the maximum aggregate offering price are based upon the average of the high and low prices of the
Registrant’s common shares reported on the NYSE American on August 5, 2019, which date is within five business days
prior to filing this Registration Statement.
The
Registration Statement shall become effective automatically upon filing in accordance with Rule 462(a) under the Securities Act.
EXPLANATORY
NOTE
This
Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the “
Commission
”)
for the purpose of registering an additional 8,000,000 common shares of BioTime, Inc. (the “
Registrant
”)
issuable under the 2012 Equity Incentive Plan for which registration statements of the Registrant on Form S-8 (File No. 333-192531,
File No. 333-205661, and File No. 333-219204) are effective.
Pursuant
to General Instruction E of Form S-8, the contents of the above-referenced prior registration statements are incorporated into
this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document
which is incorporated by reference herein or therein.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
The
following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
|
a)
|
Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Commission on March 14, 2019 (as amended by
Amendment No. 1 thereto filed with the Commission on April 30, 2019 and Amendment No. 2 thereto filed with the Commission
on May 1, 2019).
|
|
b)
|
Registrant’s
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019, filed with the Commission
on May 9, 2019 and August 8, 2019, respectively.
|
|
c)
|
Registrant’s Current
Reports on Form 8-K filed with the Commission on January 4, 2019, February 14,
2019, February 22, 2019, March 1, 2019, March 8, 2019 (as amended by Amendment No. 1
thereto filed with the Commission on April 25, 2019), March 19, 2019, April 23,
2019, April 29, 2019, May 2, 2019, May 10, 2019, July 5, 2019, and July
30, 2019.
|
|
d)
|
The description of Registrant’s
common shares in its registration statement on Form 8-A filed with the Commission
on October 26, 2009 and any amendment or report filed with the Commission for the purpose
of updating such description.
|
All
documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
on the date hereof or after the date of this Registration Statement, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such
documents, except as to any portion of any future annual, quarterly or current report of Registrant or document that is not deemed
filed under such provisions. Unless expressly incorporated into this Registration Statement, a report (or portion thereof) “furnished”
on Form 8-K shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that
a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item
8. Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California, on August 8, 2019.
BIOTIME, INC.
|
|
|
|
|
By:
|
/s/
Brandi L. Roberts
|
|
Name:
|
Brandi
L. Roberts
|
|
Title:
|
Chief
Financial Officer
|
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below hereby constitutes and appoints Brian M. Culley
and Brandi L. Roberts, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution,
for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration
Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully
do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Brian M. Culley
|
|
Chief
Executive Officer and Director
(Principal
Executive Officer)
|
|
August 8,
2019
|
Brian
M. Culley
|
|
|
|
|
|
|
|
|
|
/s/
Brandi L. Roberts
|
|
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|
|
August 8,
2019
|
Brandi
L. Roberts
|
|
|
|
|
|
|
|
|
|
/s/
Deborah Andrews
|
|
Director
|
|
August 8,
2019
|
Deborah
Andrews
|
|
|
|
|
|
|
|
|
|
/s/
Don M. Bailey
|
|
Director
|
|
August
8, 2019
|
Don
M. Bailey, Ph.D.
|
|
|
|
|
|
|
|
|
|
/s/
Neal C. Bradsher
|
|
Director
|
|
August 8,
2019
|
Neal
C. Bradsher
|
|
|
|
|
|
|
|
|
|
/s/
Stephen C. Farrell
|
|
Director
|
|
August 8,
2019
|
Stephen
C. Farrell
|
|
|
|
|
|
|
|
|
|
/s/
Alfred D. Kingsley
|
|
Director
|
|
August 8,
2019
|
Alfred
D. Kingsley
|
|
|
|
|
|
|
|
|
|
/s/
Michael H. Mulroy
|
|
Director
|
|
August 8,
2019
|
Michael
H. Mulroy
|
|
|
|
|
|
|
|
|
|
/s/
Angus C. Russell
|
|
Director
|
|
August 8,
2019
|
Angus
C. Russell
|
|
|
|
|
Brooklyn ImmunoTherapeut... (AMEX:BTX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Brooklyn ImmunoTherapeut... (AMEX:BTX)
Historical Stock Chart
From Jul 2023 to Jul 2024