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California
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94-3127919
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Name of exchange on which registered
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Common shares, no par value
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NYSE MKT
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Common share purchase warrants expiring October 1, 2018
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NYSE MKT
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Large accelerated filer
☐
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Accelerated filer
☒
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Non-accelerated filer
☐
(Do not check if a smaller reporting company)
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Smaller reporting company
☐
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Page
Number
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Part I.
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Item 1 -
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4
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Item 1A
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51
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Item 1B
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63
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Item 2 -
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63
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Item 3 -
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65
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Item 4 -
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65
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Part II.
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Item 5 -
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66
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Item 6 -
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69
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Item 7 -
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70
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Item 7A -
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85
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Item 8 -
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89
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Item 9 -
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123
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Item 9A-
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123
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Item 9B
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124
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Part III.
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Item 10 -
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125
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Item 11 -
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125
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Item 12 -
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125
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Item 13 -
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125
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Item 14 -
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125
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Part IV
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Item 15 -
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126
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132
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Therapeutic Area
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Program or Product
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Status
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Development
Company
|
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Cervical Spinal Cord Injury
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AST-OPC-1: Glial Cells
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Phase I/IIa dose escalation trial underway in cervical spinal cord injury.
$14.3 million grant from California Institute for Regenerative Medicine to provide matching funds for AST-OPC1 clinical trial and process development.
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Asterias
|
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Non-Small Cell Lung Cancer
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AST-VAC2 Allogeneic Dendritic Cells Loaded with Telomerase antigen
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Proof of concept established in multiple
in vitro
systems.
Agreement by Cancer Research UK to conduct Phase I/IIa clinical trial of AST-VAC2 in subjects with non-small cell lung cancer. Manufacturing process being developed for transfer to Cancer Research UK for clinical trials.
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Asterias
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Age Related Macular Degeneration (AMD)
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OpRegen
®
and
OpRegen
®
-Plus
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Received approval from Israel ministry of health and US FDA to begin a Phase I/IIa clinical trial to determine safety and effective dose for
OpRegen
®
in patients with geographic atrophy stage of dry AMD. The trial will enroll at least 15 patients beginning in the second quarter of 2015. We expect this phase to take several months and then will follow each patient for a minimum of 12 months.
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Cell Cure Neurosciences
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Bone Repair
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Bone repair using embryonic-derived progenitor cells (Spinal fusion, trauma and cranial maxillo-facial)
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Initiated
in vitro
optimization of bone differentiation and induction using progenitor cells.
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OrthoCyte
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Age Related Vascular Disease, including Cardiovascular Disorders
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Therapeutic products for age related vascular disease, including cardiovascular disorders utilizing proprietary
ReCyte
™ technology and human pluripotent stem cell derived cells.
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Evaluating progenitor stem cell-based and cell-derived therapeutics.
Conducting ongoing collaboration with researchers at Cornell Weill Medical College for derivation and preclinical testing of endothelial progenitor cells for the treatment of age-related vascular disease.
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ReCyte Therapeutics
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Nearer-Term Commercial Opportunities
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Program or Product
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Status
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Development
Company
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HIV-related Lipoatrophy
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Renevia
™ (the trade name for
HyStem
®
used in lipotransfer)
|
Commenced a pivotal trial for
Renevia
™ in Europe to show effectiveness of
Renevia
™ in lipotransfer for patients suffering from HIV related lipoatrophy of the face.
Completed first human clinical safety trial for
Renevia
™ Results confirmed that
Renevia
™ was safe in humans at the proposed dosage concentration for this particular use.
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BioTime
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Other Clinical Areas
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Biocompatible hydrogels that mimic the human extracellular matrix
|
Received ISO13485:2003 Certification from BSI (British Standards Institution) for design, development, manufacture, and distribution of BioTime
HyStem
®
hydrogels for cell delivery applications. ISO certification is a prerequisite for CE marking of medical devices within the European Union and will be needed in order to market
Renevia
™ in Europe.
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BioTime
|
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Diagnostic Tests for Lung Cancer, Bladder Cancer; and Breast Cancer
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PanC-Dx
™
|
Entrance into License Agreement with Cornell University through which Weill Cornell Medical College will provide blood samples derived from healthy people and lung cancer patients for comparative analysis using OncoCyte’s proprietary
PanC-Dx
™ diagnostic tests.
Completion by collaborators at The Wistar Institute of a large, multi-site study involving 600 patients evaluating a blood-based lung cancer diagnostic test;
Completion of enrollment in the initial clinical study, which involved 100 patients, of a urine-based bladder cancer diagnostic test conducted in collaboration with investigators in the Department of Pathology, Division of Cytopathology, at a leading medical institution with an international reputation for excellence and discovery;
Expansion of the clinical development of a urine-based bladder cancer diagnostic test by initiating a multi-site clinical trial which will involve up to 1,200 patient samples obtained from at least four large urology clinics located throughout the United States; and
Expansion of the clinical development of a blood-based breast cancer diagnostic test through collaboration with Abcodia, a UK-based company focusing on the early detection of cancer that has exclusive commercial access to a unique longitudinal biobank of over 5,000,000 serum samples collected through the UK Collaborative Trial for Ovarian Cancer Screening.
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OncoCyte
|
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Marketing On-Line Searchable Data Bases
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GeneCards
®
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A database of human genes that provides concise genomic, transcriptomic, genetic, proteomic, functional and disease related information, on all known and predicted human genes.
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LifeMap Sciences
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MalaCards
™
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A database of human diseases that is based on the
GeneCards
®
platform and contains computerized “cards” classifying information relating to a wide array of human diseases.
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L
ifeMap Discovery
®
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A database of embryonic development, stem cell research and regenerative medicine.
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VarElect
™
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A powerful, yet easy-to-use application for prioritizing gene variants resulting from next generation sequencing experiments.
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GeneAnalytics
™
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A novel gene set analysis tool.
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Mobile Health
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Mobile health software development
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Developing mobile health software products in conjunction with the Icahn School of Medicine at Mount Sinai.
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LifeMap Solutions
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| · | BioTime commenced a pivotal human clinical trial of Renevia ™ in Europe in patients with HIV-related lipoatrophy. |
| · | BioTime received ISO13485:2003 Certification from BSI (British Standards Institution) for design, development, manufacture, and distribution of BioTime HyStem ® hydrogels for cell delivery applications. ISO certification is a prerequisite for CE marking of medical devices within the European Union and will be needed to market Renevia ™ in Europe. |
| · | BioTime received United States Food and Drug Administration (“FDA”) premarket notification clearance for Premvia ™ 510(k) for wound management. |
| · | Subsidiary Asterias Biotherapeutics, Inc. (“Asterias”) received FDA clearance and initiated enrollment in a Phase I/IIa clinical trial of AST-OPC1 in patients with complete cervical spinal cord injury. |
| · | Asterias was awarded a $14.3 million grant by the California Institute for Regenerative Medicine (“CIRM”) to support the Phase I/IIa clinical trial of AST-OPC1. |
| · | Subsidiary Cell Cure Neurosciences Ltd received FDA authorization to initiate a Phase I/IIa clinical trial of human embryonic stem cell-derived OpRegen ® for the treatment of the dry form of age-related macular degeneration. |
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Subsidiary
|
Field of Business
|
BioTime
Ownership
|
Country
|
|
Asterias Biotherapeutics, Inc.
|
Research, development and commercialization of human therapeutic products from stem cells, focused initially in the fields of neurology and oncology
|
70.6%(1)
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USA
|
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BioTime Asia, Limited
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Stem cell products for research
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81%
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Hong Kong
|
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Cell Cure Neurosciences Ltd.
|
Age-related macular degeneration
Multiple sclerosis
Parkinson’s disease
|
62.5%(2)
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Israel
|
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ES Cell International Pte Ltd
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Stem cell products for research, including clinical grade cell lines produced under cGMP
|
100%
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Singapore
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LifeMap Sciences, Inc.
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Biomedical, gene, disease, and stem cell databases and tools
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74.5%
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USA
|
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LifeMap Sciences, Ltd.
|
Biomedical, gene, disease, and stem cell databases and tools
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(3)
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Israel
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LifeMap Solutions, Inc.
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Mobile health software
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(3)
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USA
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OncoCyte Corporation
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Cancer diagnostics
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75.3%
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USA
|
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OrthoCyte Corporation
|
Orthopedic diseases, including chronic back pain and osteoarthritis
|
100%(4)
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USA
|
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ReCyte Therapeutics, Inc.
|
Vascular disorders, including cardiovascular-related diseases, ischemic conditions, vascular injuries
Stem cell-derived endothelial and cardiovascular related progenitor cells that have applications in research, drug testing, and therapeutics
|
94.8%
|
USA
|
| (1) | During February 2015, Asterias sold 1,410,255 shares of its Series A Common Stock to investors, which reduced our percentage ownership of Asterias to 67.5%. |
| (2) | Includes shares owned by BioTime, Asterias, and ESI. |
| (3) | LifeMap Sciences, Ltd. and LifeMap Solutions, Inc. are wholly-owned subsidiaries of LifeMap Sciences, Inc. |
| (4) | Includes shares owned by BioTime and Asterias. |
| · | The establishment of cell banks of undifferentiated hES cells produced under current good manufacturing procedures "cGMP" and suitable for human therapeutic use; |
| · | The development of scalable differentiation methods which convert, at low cost, undifferentiated hES cells into functional cells suitable for human therapeutic cells that can be stored and distributed in the frozen state for "off ‑ the ‑ shelf" use; |
| · | The development of regulatory paradigms to satisfy both U.S. and European regulatory authority requirements to begin human clinical testing of products made from hES cells; and |
| · | The continuous filing and prosecution of patents covering inventions to protect commercialization rights, as well as consummating in-licenses to enable freedom to operate in a variety of fields. |
|
Product Candidate Description
|
Target Market
|
Estimated Number of Potential
Patients
(1)
|
Status
|
|
|
AST-OPC1 – Glial Cells
|
Current development focus:
Spinal Cord Injury ("SCI")
|
12,000 new cases per year in U.S.
|
Phase I Trial in thoracic SCI completed in U.S. 5 Patients treated – no serious adverse events related to the AST-OPC1 drug product to date. Phase I/IIa dose escalation trial underway in cervical SCI. $14.3 million grant obtained from CIRM to provide matching funds for clinical trial and process development.
|
|
|
Additional potential markets:
|
||||
|
Multiple Sclerosis (“MS”)
|
180,000 new cases per year in U.S.
|
Proof of principle achieved in animal models.
|
||
|
Stroke
|
800,000 new cases per year in U.S.
|
Pre-clinical research.
|
||
|
AST-VAC2 –
Allogeneic Dendritic Cells loaded with Telomerase antigen
|
Current development focus:
|
|||
|
Non-small Cell Lung Cancer
|
166,000 new cases per year in U.S.
|
Cells derived and characterization studies performed (parameters analyzed showed normal cell functions
in vitro
(2)
).
Proof of concept established in multiple human in
in vitro
(2)
systems. Manufacturing process being transferred to Cancer Research UK for conduct of Phase I/IIa trial.
|
||
|
Additional potential markets:
Multiple cancer types, antigens and infectious diseases
|
| (1) | The estimates of the numbers of potential patients shown in the table are based on data for the United States only and do not include potential patients in other countries. |
| (2) | In vitro means in tissue culture dishes. |
|
Product Candidate Description
|
Target Market
|
Estimated Number of Potential
Patients
(1)
|
Status
|
|
|
AST-VAC1 – Autologous Monocyte – Derived Dendritic Cells (infused cells derived from the treated patient)
|
Cancer
|
Prostate: 240,000 new cases per year in U.S.
|
Phase I study in metastatic prostate cancer completed
(
Journal of Immunology
, 2005, 174: 3798-3807).
|
|
|
Acute myelogenous leukemia: more than 12,000 new cases per year in U.S.
|
Phase I/II study in acute myelogenous leukemia completed. Manuscript in preparation.
|
|||
|
(1)
|
The estimates of the numbers of potential patients shown in the table are based on data for the United States only and do not include potential patients in other countries.
|
| · | AST-OPC1 survives for at least 12 months in the spinal cord after injection into animal models of spinal cord injury. |
| · | The injected cells result in sustained and significant improvement in locomotor activity in the spinal cord injured animals in models of both thoracic and cervical injuries. |
| · | The growth of the AST-OPC1 cells after injection reduces cavities that normally form after injury in both animal models and human spinal cord injury. |
| · | AST-OPC1 cells migrate up to 5 centimeters in both directions from the site of injection in rodent models of spinal cord injury. No toxicity was seen in the animals after injection – no systemic toxicity, nerve pain, benign growths (known as teratomas), or toxicity of any kind other than rare observations of benign cyst-like structures at the point of injection. Extensive in vitro immune assays demonstrated the absence of direct immune recognition of AST-OPC1 by human immune cells. |
| · | The cyst-like structures that appeared in certain rat model studies were microscopic in size, had very few dividing cells, did not grow, and were found exclusively in the spinal cord injury site where the AST-OPC1 cells were injected. Because of the discovery of the cyst-like structures in early animal models, the FDA placed Geron’s planned clinical trial on hold. The presence of cyst-like structures was investigated in additional animal studies. In four separate animal studies using the clinical grade AST-OPC1 product, cyst-like structures were found in the frequencies shown in the following table: |
|
Number of Animals
Developing Cyst-Like Structures
|
Number of
Animals Studied
|
|
|
5
|
128
|
|
|
0
|
62
|
|
|
1
|
68
|
|
|
1
|
108
|
| · | the use of reprogramming cells that over-express RNAs for the genes OCT4 , SOX2 , NANOG , and MYC , and other factors known to be useful in iPS technology; |
| · | methods of resetting cell lifespan by extending the length of telomeres; |
| · | the use of the cytoplasm of undifferentiated cells to reprogram human cells; |
| · | the use of a cell bank of hemizygous O-cells; |
| · | methods of screening for differentiation agents; and |
| · | the use of modified stem cell-derived endothelial cells to disrupt tumor angiogenesis. |
|
% of Total Revenues for the
Year Ending December 31,
|
||||||||||||
|
Licensee
|
2014
|
2013
|
2012
|
|||||||||
|
Hospira
|
10
|
%
|
11
|
%
|
30
|
%
|
||||||
|
CJ Health
|
3
|
%
|
3
|
%
|
8
|
%
|
||||||
|
Stemcell Technologies
|
9
|
%
|
-
|
%
|
-
|
%
|
||||||
|
Summit
|
-
|
%
|
35
|
%
|
10
|
%
|
||||||
|
Revenues for Year Ending
December 31,
|
||||||||||||||
|
Geographic Area
|
2014
|
2013
|
2012
|
|||||||||||
|
Domestic
|
$
|
1,519,387
|
$
|
1,606,945
|
$
|
1,183,638
|
||||||||
|
Asia
|
51,224
|
978,004
|
258,041
|
|||||||||||
|
Total Revenues
|
$
|
1,570,611
|
$
|
2,584,949
|
$
|
1,441,679
|
||||||||
| · | the claims of any patents that are issued may not provide meaningful protection, may not provide a basis for commercially viable products or may not provide us with any competitive advantages; |
| · | our patents may be challenged by third parties; |
| · | others may have patents that relate to our technology or business that may prevent us from marketing our product candidates unless we are able to obtain a license to those patents; |
| · | the pending patent applications to which we have rights may not result in issued patents; |
| · | we may not be successful in developing additional proprietary technologies that are patentable. |
| · | Been listed on the National Institutes of Health Human Embryonic Stem Cell Registry; or |
| · | Been deposited in the United Kingdom Stem Cell Bank; or |
| · | Been derived by, or approved for use by, a licensee of the United Kingdom Human Fertilisation and Embryology Authority; or |
| · | Been derived in accordance with the Canadian Institutes of Health Research Guidelines for Human Stem Cell Research under an application approved by the National Stem Cell Oversight Committee; or |
| · | Been approved by CIRM in accordance with California Code of Regulation Title 17, Section 100081; or |
| · | Been derived under the following conditions: |
| (a) | Donors of gametes, embryos, somatic cells, or human tissue gave voluntary and informed consent, |
| (b) | Donors of gametes, embryos, somatic cells, or human tissue did not receive valuable consideration. This provision does not prohibit reimbursement for permissible expenses as determined by an IRB, |
| (c) | Donation of gametes, embryos, somatic cells, or human tissue was overseen by an IRB (or, in the case of foreign sources, an IRB equivalent), and |
| (d) | Individuals who consented to donate stored gametes, embryos, somatic cells, or human tissue were not reimbursed for the cost of storage prior to the decision to donate. |
| · | A registry of all human stem cell research conducted, and the source(s) of funding for this research; and |
| · | A registry of human pluripotent stem cell lines derived or imported, to include, but not necessarily limited to: |
| (a) | The methods utilized to characterize and screen the materials for safety; |
| (b) | The conditions under which the materials have been maintained and stored; |
| (c) | A record of every gamete donation, somatic cell donation, embryo donation, or product of somatic cell nuclear transfer that has been donated, created, or used; |
| (d) | A record of each review and approval conducted by the SCRO Committee. |
| · | We are attempting to develop new medical products and technologies. |
| · | Many of our experimental products and technologies have not been applied in human medicine and have only been used in laboratory studies in vitro or in animals. These new products and technologies might not prove to be safe and efficacious in the human medical applications for which they were developed. |
| · | The experimentation we are doing is costly, time consuming, and uncertain as to its results. We incurred research and development expenses amounting to $37,532,624, $26,609,423, and $18,116,688 during the fiscal years ended December 31, 2014, 2013, and 2012, respectively, excluding $17,458,766 charged as in process research and development expenses during 2013 in accordance with ASC 805-50 on account of Asterias’ acquisition of certain assets from Geron. See Notes 2 and 14 to the Consolidated Financial Statements. |
| · | If we are successful in developing a new technology or product, refinement of the new technology or product and definition of the practical applications and limitations of the technology or product may take years and require the expenditure of large sums of money. Future clinical trials of new therapeutic products, particularly those products that are regulated as drugs or biological, will be very expensive and will take years to complete. We may not have the financial resources to fund clinical trials on our own and we may have to enter into licensing or collaborative arrangements with larger, well-capitalized pharmaceutical companies in order to bear the cost. Any such arrangements may be dilutive to our ownership or economic interest in the products we develop, and we might have to accept a royalty payment on the sale of the product rather than receiving the gross revenues from product sales. |
| · | Asterias will use the stem cell assets that it has acquired from Geron for the research and development of products for regenerative medicine. Asterias’ research and development efforts will involve substantial expense, including but not limited to hiring additional research and management personnel, and possibly the rent of additional research or manufacturing space that will add to our losses on a consolidated basis for the near future. |
| · | Asterias has become a public company. As a public company, Asterias will incur costs associated with audits of its financial statements, filing annual, quarterly, and other periodic reports with the Securities and Exchange Commission (the “SEC”), holding annual shareholder meetings, listing its common shares for trading, and public relations and investor relations. These costs will be in addition to those incurred by BioTime for similar purposes. |
| · | As a developer of therapeutic products derived from hES or iPS cells, Asterias will face substantially the same kind of risks that affect our business, as well as the risks related to our industry generally. |
| · | The success of our business of selling products for use in stem cell research depends on the growth of stem cell research, without which there may be no market or only a very small market for our products and technology. The likelihood that stem cell research will grow depends upon the successful development of stem cell products that can be used to treat disease or injuries in people or that can be used to facilitate the development of other therapeutic products. The growth in stem cell research also depends upon the availability of funding through private investment and government research grants. In the event of a failed trial of a proposed stem cell product by us or by another company, for reasons of efficacy or safety, it could be increasingly difficult to secure funding or have future INDs cleared by the FDA. |
| · | There can be no assurance that any safe and efficacious human medical applications will be developed using stem cells or related technology. |
| · | Government-imposed bans, restrictions and religious, moral, and ethical concerns with respect to use of embryos or hES cells in research and development could have a material adverse effect on the growth of the stem cell industry, even if research proves that useful medical products can be developed using hES cells. |
| · | The revenues that we have received from sales of our products have not been sufficient to pay our operating expenses. This means that we need to successfully develop and market or license additional products and earn additional revenues in sufficient amounts to meet our operating expenses. |
| · | We are also beginning to bring our first stem cell research products to the market, but there is no assurance that we will succeed in generating significant revenues from the sale of those products. |
| · | Sales of Hextend ® have already been adversely impacted by the availability of other products that are commonly used in surgery and trauma care and sell at low prices. |
| · | In order to compete with other products, particularly those that sell at lower prices, our products will have to provide medically significant advantages. |
| · | Physicians and hospitals may be reluctant to try a new product due to the high degree of risk associated with the application of new technologies and products in the field of human medicine. |
| · | Competing products are being manufactured and marketed by established pharmaceutical companies. For example, B. Braun presently markets Hespan ® , an artificial plasma volume expander, and Hospira and Teva sell a generic equivalent of Hespan ® . Hospira also markets Voluven ® , a plasma volume expander containing a 6% low molecular weight hydroxyethyl starch in saline solution. |
| · | Competing products for the diagnosis and treatment of cancer are being manufactured and marketed by established pharmaceutical companies, and more cancer diagnostics and therapeutics are being developed by those companies and by other smaller biotechnology companies. Other companies, both large and small, are also working on the development of stem cell based therapies for the same diseases and disorders that are the focus of the research and development programs of our subsidiaries. |
| · | There also is a risk that our competitors may succeed at developing safer or more effective products that could render our products and technologies obsolete or noncompetitive. |
| · | We plan to continue to incur substantial research and product development expenses, largely through our subsidiaries, and we and our subsidiaries will need to raise additional capital to pay operating expenses until we are able to generate sufficient revenues from product sales, royalties, and license fees. |
| · | It is likely that additional sales of equity or debt securities will be required to meet our short-term capital needs, unless we receive substantial revenues from the sale of our new products or we are successful at licensing or sublicensing the technology that we develop or acquire from others and we receive substantial licensing fees and royalties. |
| · | Sales of additional equity securities by us or our subsidiaries could result in the dilution of the interests of present shareholders. |
| · | At December 31, 2014, we had $29,486,909 of cash and cash equivalents on hand, of which $4,447,521 was held by Asterias and other subsidiaries. Although Asterias raised an additional $5,500,000 of equity capital during February 2015, there can be no assurance that we or our subsidiaries will be able to raise additional funds on favorable terms or at all, or that any funds raised will be sufficient to permit us or our subsidiaries to develop and market our products and technology. Unless we and our subsidiaries are able to generate sufficient revenue or raise additional funds when needed, it is likely that we will be unable to continue our planned activities, even if we make progress in our research and development projects. |
| · | We may have to postpone or limit the pace of our research and development work and planned clinical trials of our product candidates unless our cash resources increase through a growth in revenues or additional equity investment or borrowing. |
| · | hES derived therapeutic cells have only been produced on a small scale and not in quantities and at levels of purity and viability that will be needed for wide scale commercialization. If we are successful in developing products that consist of hES cells or other cells or products derived from hES or other cells, we will need to develop, alone or in collaboration with one or more pharmaceutical companies or contract manufacturers, technology for the commercial production of those products. |
| · | Our hES cell or other cell based products are likely to be more expensive to manufacture on a commercial scale than most other drugs on the market today. The high cost of manufacturing a product will require that we charge our customers a high price for the product in order to cover our costs and earn a profit. If the price of our products is too high, hospitals and physicians may be reluctant to purchase our products, especially if lower priced alternative products are available, and we may not be able to sell our products in sufficient volumes to recover our costs of development and manufacture or to earn a profit. |
| · | We will have to conduct expensive and time-consuming clinical trials of new products. The full cost of conducting and completing clinical trials necessary to obtain FDA and foreign regulatory approval of a new product cannot be presently determined, but could exceed our current financial resources. |
| · | Clinical trials and the regulatory approval process for a pharmaceutical or cell-based product can take several years to complete. As a result, we will incur the expense and delay inherent in seeking FDA and foreign regulatory approval of new products, even if the results of clinical trials are favorable. |
| · | Data obtained from preclinical and clinical studies is susceptible to varying interpretations that could delay, limit, or prevent regulatory agency approvals. Delays in the regulatory approval process or rejections of an application for approval of a new product may be encountered as a result of changes in regulatory agency policy. |
| · | Because the therapeutic products we are developing with hES and iPS technology involve the application of new technologies and approaches to medicine, the FDA or foreign regulatory agencies may subject those products to additional or more stringent review than drugs or biologicals derived from other technologies. |
| · | A product that is approved may be subject to restrictions on use. |
| · | The FDA can recall or withdraw approval of a product if problems arise. |
| · | We will face similar regulatory issues in foreign countries. |
| · | delays in securing clinical investigators or trial sites for our clinical trials; |
| · | delays in obtaining IRB and other regulatory approvals to commence a clinical trial; |
| · | slower than anticipated rates of patient recruitment and enrollment, or failing to reach the targeted number of patients due to competition for patients from other trials; |
| · | limited or no availability of coverage, reimbursement and adequate payment from health maintenance organizations and other third party payors for the use of agents used in our clinical trials; |
| · | negative or inconclusive results from clinical trials; |
| · | unforeseen side effects interrupting, delaying or halting clinical trials of our product candidates and possibly resulting in the FDA or other regulatory authorities denying approval of our product candidates; |
| · | unforeseen safety issues; |
| · | uncertain dosing issues; |
| · | approval and introduction of new therapies or changes in standards of practice or regulatory guidance that render our clinical trial endpoints or the targeting of our proposed indications obsolete; |
| · | inability to monitor patients adequately during or after treatment or problems with investigator or patient compliance with the trial protocols; |
| · | inability to replicate in large controlled studies safety and efficacy data obtained from a limited number of patients in uncontrolled trials; |
| · | inability or unwillingness of medical investigators to follow our clinical protocols; and |
| · | unavailability of clinical trial supplies. |
| · | Our success will depend in part on our ability to obtain and enforce patents and maintain trade secrets in the United States and in other countries. If we are unsuccessful at obtaining and enforcing patents, our competitors could use our technology and create products that compete with our products, without paying license fees or royalties to us. |
| · | The preparation, filing, and prosecution of patent applications can be costly and time consuming. Our limited financial resources may not permit us to pursue patent protection of all of our technology and products throughout the world. |
| · | Even if we are able to obtain issued patents covering our technology or products, we may have to incur substantial legal fees and other expenses to enforce our patent rights in order to protect our technology and products from infringing uses. We may not have the financial resources to finance the litigation required to preserve our patent and trade secret rights. |
| · | The preparation and filing of patent applications, and the maintenance of patents that are issued, may require substantial time and money. |
| · | A patent interference proceeding may be instituted with the USPTO for patents or applications filed before March 16, 2013 when more than one person files a patent application covering the same technology, or if someone wishes to challenge the validity of an issued patent. At the completion of the interference proceeding, the USPTO may determine which competing applicant is entitled to the patent, or whether an issued patent is valid. Patent interference proceedings are complex, highly contested legal proceedings, and the USPTO’s decision is subject to appeal. This means that if an interference proceeding arises with respect to any of our patent applications, we may experience significant expenses and delay in obtaining a patent, and if the outcome of the proceeding is unfavorable to us, the patent could be issued to a competitor rather than to us. |
| · | A derivation proceeding may be instituted by the USPTO or an inventor alleging that a patent or application was derived from the work of another inventor. |
| · | Post Grant Review under the new America Invents Act will make available after March 16, 2013 opposition-like proceedings in the United States. As with the USPTO interference proceedings, Post Grant Review proceedings will be very expensive to contest and can result in significant delays in obtaining patent protection or can result in a denial of a patent application. |
| · | Oppositions to the issuance of patents may be filed under European patent law and the patent laws of certain other countries. As with the USPTO interference proceedings, these foreign proceedings can be very expensive to contest and can result in significant delays in obtaining a patent or can result in a denial of a patent application |
| · | We might not be able to obtain any additional patents, and any patents that we do obtain might not be comprehensive enough to provide us with meaningful patent protection. |
| · | There will always be a risk that our competitors might be able to successfully challenge the validity or enforceability of any patent issued to us. |
| · | In addition to interference proceedings, the USPTO can re-examine issued patents at the request of a third party seeking to have the patent invalidated. This means that patents owned or licensed by us may be subject to re-examination and may be lost if the outcome of the re-examination is unfavorable to us. As of September 16, 2012 our patents may be subject to inter partes review (replacing the inter partes reexamination proceeding), a proceeding in which a third party can challenge the validity of one of our patents. |
| · | The market price of our common shares, like that of the shares of many biotechnology companies, has been highly volatile. |
| · | The price of our common shares may rise rapidly in response to certain events, such as the commencement of clinical trials of an experimental new drug, even though the outcome of those trials and the likelihood of ultimate FDA approval remain uncertain. |
| · | Similarly, prices of our common shares may fall rapidly in response to certain events such as unfavorable results of clinical trials or a delay or failure to obtain FDA approval. |
| · | The failure of our earnings to meet analysts’ expectations could result in a significant rapid decline in the market price of our common shares. |
| · | Changes in the price of our common shares will affect the price at which or warrants may trade. |
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities |
|
Quarter Ended
|
High
|
Low
|
||||||
|
March 31, 2013
|
$
|
4.99
|
$
|
3.20
|
||||
|
June 30, 2013
|
$
|
4.82
|
$
|
3.39
|
||||
|
September 30, 2013
|
$
|
4.29
|
$
|
3.64
|
||||
|
December 31, 2013
|
$
|
4.12
|
$
|
3.28
|
||||
|
March 31, 2014
|
$
|
4.13
|
$
|
3.11
|
||||
|
June 30, 2014
|
$
|
3.29
|
$
|
2.29
|
||||
|
September 30, 2014
|
$
|
3.79
|
$
|
2.35
|
||||
|
December 31, 2014
|
$
|
3.78
|
$
|
2.95
|
||||
|
Plan Category
|
Number of Shares to be Issued upon
Exercise of
Outstanding Options, Warrants, and Rights
|
Weighted Average
Exercise Price of the Outstanding Options, Warrants, and Rights
|
Number of Shares Remaining Available for Future Issuance under Equity
Compensation Plans
|
|||||||||
|
BioTime Equity Compensation Plans Approved by Shareholders
|
3,974,326
|
$
|
4.04
|
667,918
|
||||||||
|
Number of Shares to be Issued upon
Exercise of
Outstanding Options, Warrants, and Rights
|
Weighted Average
Exercise Price of the Outstanding Options, Warrants, and Rights
|
Number of Shares
Remaining
Available for
Future Issuance
under Equity
Compensation
Plans
|
||||||||
|
Asterias Equity Compensation Plans Approved by Shareholders
(1)(2)
|
3,346,666
|
$
|
2.42
|
1,150,001
|
||||||
|
OrthoCyte Equity Compensation Plans Approved by Shareholders
(1)
|
2,645,000
|
$
|
0.08
|
1,355,000
|
||||||
|
OncoCyte Equity Compensation Plans Approved by Shareholders
(1)
|
2,722,500
|
$
|
0.76
|
1,277,500
|
||||||
|
ReCyte Therapeutics Equity Compensation Plans Approved by Shareholders
(1)
|
1,290,000
|
$
|
2.05
|
2,710,000
|
||||||
|
BioTime Asia Equity Compensation Plans Approved by Shareholders
(1)
|
400
|
$
|
0.01
|
1,200
|
||||||
|
Cell Cure Neurosciences Compensation Plans Approved by Shareholders
(1)
|
23,978
|
$
|
27.89
|
1,860
|
||||||
|
LifeMap Sciences Equity Compensation Plans Approved by Shareholders
(1)
|
1,870,698
|
$
|
1.48
|
471,571
|
||||||
|
LifeMap Solutions Compensation Plans Approved by Shareholders
(1)
|
13,167
|
$
|
500.00
|
13,167
|
||||||
|
(1)
|
BioTime is, directly or through one or more subsidiaries, the majority shareholder.
|
|
(2)
|
Includes 200,000 shares of restricted stock granted to Pedro Lichtinger, President and Chief Executive Officer of Asterias on June 9, 2014, which are subject to restrictions on transfer and to forfeiture until the restricted stock vests. The restricted stock vests at the rate of 16,667 shares per month while Mr. Lichtinger remains employed by Asterias.
|
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
||||||||||||||||||||
|
BioTime, Inc.
|
Return %
|
96.93
|
-30.24
|
-45.96
|
14.65
|
3.61
|
|||||||||||||||||||
|
Cum $
|
100.00
|
196.93
|
137.35
|
74.23
|
85.11
|
88.18
|
|||||||||||||||||||
|
AMEX Market Value (US Companies)
|
Return %
|
26.92
|
-8.85
|
9.84
|
10.23
|
5.09
|
|||||||||||||||||||
|
Cum $
|
100.00
|
126.92
|
115.79
|
127.19
|
140.20
|
147.34
|
|||||||||||||||||||
|
NYSE Arca Biotechnology Index
|
Return %
|
45.23
|
-15.85
|
41.88
|
50.80
|
47.91
|
|||||||||||||||||||
|
Cum $
|
100.00
|
145.23
|
122.22
|
173.40
|
261.49
|
386.77
|
|||||||||||||||||||
| (1) | This Section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of BioTime under the Securities Act of 1933, or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
| (2) | Shows the cumulative total return on investment assuming an investment of $100 in each of BioTime, Inc., the Amex Market Value and the NYSE Arca Biotechnology Index on December 31, 2009. The cumulative total return on BioTime common shares has been computed based on a price of $4.23 per share, the price at which BioTime’s common shares closed on December 31, 2009. |
|
Year Ended December 31,
|
||||||||||||||||||||
|
2014
|
2013
|
2012
|
2011
|
2010
|
||||||||||||||||
|
Consolidated Statements of Operations and Comprehensive Loss Data:
|
||||||||||||||||||||
|
REVENUES:
|
||||||||||||||||||||
|
License fees
|
$
|
1,172,860
|
$
|
2,218,174
|
$
|
899,998
|
$
|
263,757
|
$
|
292,904
|
||||||||||
|
Royalties from product sales
|
397,751
|
366,775
|
541,681
|
756,950
|
945,521
|
|||||||||||||||
|
Grant income
|
3,296,832
|
1,573,329
|
2,222,458
|
2,767,181
|
2,336,325
|
|||||||||||||||
|
Sales of research products and services
|
375,761
|
276,058
|
251,190
|
646,271
|
133,268
|
|||||||||||||||
|
Total revenues
|
5,243,204
|
4,434,336
|
3,915,327
|
4,434,159
|
3,708,018
|
|||||||||||||||
|
Cost of sales
|
(837,052
|
)
|
(792,659
|
)
|
(434,271
|
)
|
(79,397
|
)
|
(27,718
|
)
|
||||||||||
|
Gross Profit
|
4,406,152
|
3,641,677
|
3,481,056
|
4,354,762
|
3,680,300
|
|||||||||||||||
|
OPERATING EXPENSES:
|
||||||||||||||||||||
|
Research and development
|
(37,532,624
|
)
|
(26,609,423
|
)
|
(18,116,688
|
)
|
(13,699,691
|
)
|
(8,191,314
|
)
|
||||||||||
|
Acquired in-process research and development
(1)
|
-
|
(17,458,766
|
)
|
-
|
-
|
-
|
||||||||||||||
|
General and administrative
|
(17,556,102
|
)
|
(15,558,674
|
)
|
(10,365,045
|
)
|
(9,341,502
|
)
|
(5,341,119
|
)
|
||||||||||
|
Total operating expenses
|
(55,088,726
|
)
|
(59,626,863
|
)
|
(28,481,733
|
)
|
(23,041,193
|
)
|
(13,532,433
|
)
|
||||||||||
|
Loss from operations
|
(50,682,574
|
)
|
(55,985,186
|
)
|
(25,000,677
|
)
|
(18,686,431
|
)
|
(9,852,133
|
)
|
||||||||||
|
OTHER (EXPENSES) INCOME:
|
||||||||||||||||||||
|
Interest (expense)/income
|
(88,496
|
)
|
(578
|
)
|
19,383
|
29,727
|
(124,300
|
)
|
||||||||||||
|
(Loss)/gain on sale or write off of fixed assets
|
(8,926
|
)
|
5,120
|
(6,856
|
)
|
(6,246
|
)
|
-
|
||||||||||||
|
Modification cost of warrants
|
-
|
-
|
-
|
-
|
(2,142,201
|
)
|
||||||||||||||
|
Other (expense)/income, net
|
(374,715
|
)
|
(209,177
|
)
|
(317,710
|
)
|
219,067
|
(68,573
|
)
|
|||||||||||
|
Total other (expenses)/income, net
|
(472,137
|
)
|
(204,635
|
)
|
(305,183
|
)
|
242,548
|
(2,335,074
|
)
|
|||||||||||
|
LOSS BEFORE INCOME TAX BENEFITS
|
(51,154,711
|
)
|
(56,189,821
|
)
|
(25,305,860
|
)
|
(18,443,883
|
)
|
(12,187,207
|
)
|
||||||||||
|
Deferred income tax benefit
|
7,375,611
|
3,280,695
|
-
|
-
|
-
|
|||||||||||||||
|
NET LOSS
|
(43,779,100
|
)
|
(52,909,126
|
)
|
(25,305,860
|
)
|
(18,443,883
|
)
|
(12,187,207
|
)
|
||||||||||
|
Net loss attributable to non-controlling interest
|
(7,367,440
|
) |
9,026,291
|
3,880,157
|
1,928,383
|
1,002,589
|
||||||||||||||
|
Net loss attributable to BioTime, Inc.
|
(36,411,660
|
)
|
(43,882,835
|
)
|
(21,425,703
|
)
|
(16,515,500
|
)
|
(11,184,618
|
)
|
||||||||||
|
Dividends on preferred shares
|
(86,827
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||
|
Net loss attributable to BioTime, Inc. common shareholders
|
(36,498,487
|
)
|
(43,882,835
|
)
|
(21,425,703
|
)
|
(16,515,500
|
)
|
(11,184,618
|
)
|
||||||||||
|
Foreign currency translation gain/(loss)
|
124,949
|
119,469
|
63,179
|
(1,020,087
|
)
|
897,338
|
||||||||||||||
|
Unrealized (loss)/gain on available-for-sale securities
|
(2,013
|
)
|
3,000
|
-
|
-
|
-
|
||||||||||||||
|
COMPREHENSIVE LOSS ATTRIBUTABLE TO BIOTIME, INC. COMMON SHAREHOLDERS BEFORE PREFERRED STOCK DIVIDEND
|
$
|
(36,288,724
|
)
|
$
|
(43,760,366
|
)
|
$
|
(21,362,524
|
)
|
$
|
(17,535,587
|
)
|
$
|
(10,287,280
|
)
|
|||||
|
BASIC AND DILUTED NET LOSS PER COMMON SHARE
|
$
|
(0.55
|
)
|
$
|
(0.81
|
)
|
$
|
(0.44
|
)
|
$
|
(0.35
|
)
|
$
|
(0.28
|
)
|
|||||
|
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING:BASIC AND DILUTED
|
66,466,714
|
54,226,219
|
49,213,687
|
47,053,518
|
40,266,311
|
|||||||||||||||
| (1) | Represents the value of incomplete research and development projects acquired by Asterias from Geron under the Asset Contribution Agreement which Asterias intends to continue. See Notes 2 and 14 to the Consolidated Financial Statements. |
|
December 31,
|
||||||||||||||||||||
|
2014
|
2013
|
2012
|
2011
|
2010
|
||||||||||||||||
| Consolidated Balance Sheet Data: | ||||||||||||||||||||
|
Cash and cash equivalents
|
$
|
29,486,909
|
$
|
5,495,478
|
$
|
4,349,967
|
$
|
22,211,897
|
$
|
33,324,924
|
||||||||||
|
Total assets
|
74,900,906 |
57,729,750
|
29,748,593
|
45,829,695
|
53,272,659
|
|||||||||||||||
|
Total liabilities
|
12,178,141 |
15,467,429
|
5,454,220
|
4,371,514
|
3,847,002
|
|||||||||||||||
|
Accumulated deficit
|
(182,190,207 |
)
|
(145,778,547
|
)
|
(101,895,712
|
)
|
(80,470,009
|
)
|
(63,954,509
|
)
|
||||||||||
|
Total shareholder's equity
|
$
|
62,722,765 |
$
|
42,262,321
|
$
|
24,294,373
|
$
|
41,458,181
|
$
|
49,425,657
|
||||||||||
|
Therapeutic Area
|
Program or Product
|
Status
|
Development
Company
|
|
Cervical Spinal Cord Injury
|
AST-OPC-1: Glial Cells
|
Phase I/IIa dose escalation trial underway in cervical spinal cord injury.
$14.3 million grant from California Institute for Regenerative Medicine to provide matching funds for AST-OPC1 clinical trial and process development.
|
Asterias
|
|
Non-Small Cell Lung Cancer
|
AST-VAC2 Allogeneic Dendritic Cells Loaded with Telomerase antigen
|
Proof of concept established in multiple
in vitro
systems.
Agreement by Cancer Research UK to conduct Phase I/IIa clinical trial of AST-VAC2 in subjects with non-small cell lung cancer. Manufacturing process being developed for transfer to Cancer Research UK for clinical trials.
|
Asterias
|
|
Age Related Macular Degeneration (AMD)
|
OpRegen
®
and
OpRegen
®
-Plus
|
Received approval from Israel ministry of health and US FDA to begin a Phase I/IIa clinical trial to determine safety and effective dose for
OpRegen
®
in patients with geographic atrophy stage of dry AMD. The trial will enroll at least 15 patients beginning in the second quarter of 2015. We expect this phase to take several months and then will follow each patient for a minimum of 12 months.
|
Cell Cure Neurosciences
|
|
Bone Repair
|
Bone repair using embryonic-derived progenitor cells (Spinal fusion, trauma and cranial maxillo-facial)
|
Initiated
in vitro
optimization of bone differentiation and induction using progenitor cells.
|
OrthoCyte
|
|
Age Related Vascular Disease, including Cardiovascular Disorders
|
Therapeutic products for age related vascular disease, including cardiovascular disorders utilizing proprietary
ReCyte
™ technology and human pluripotent stem cell derived cells.
|
Evaluating progenitor stem cell-based and cell-derived therapeutics.
Conducting ongoing collaboration with researchers at Cornell Weill Medical College for derivation and preclinical testing of endothelial progenitor cells for the treatment of age-related vascular disease.
|
ReCyte Therapeutics
|
|
Nearer-Term Commercial Opportunities
|
Program or Product
|
Status
|
Development
Company
|
|
HIV-related Lipoatrophy
|
Renevia
™ (the trade name for
HyStem
®
used in lipotransfer)
|
Commenced a pivotal trial for
Renevia
™ in Europe to show effectiveness of
Renevia
™ in lipotransfer for patients suffering from HIV related lipoatrophy of the face.
Completed first human clinical safety trial for
Renevia
™ Results confirmed that
Renevia
™ was safe in humans at the proposed dosage concentration for this particular use.
|
BioTime
|
|
Other Clinical Areas
|
Biocompatible hydrogels that mimic the human extracellular matrix
|
Received ISO13485:2003 Certification from BSI (British Standards Institution) for design, development, manufacture, and distribution of BioTime
HyStem
®
hydrogels for cell delivery applications. ISO certification is a prerequisite for CE marking of medical devices within the European Union and will be needed in order to market
Renevia
™ in Europe.
|
BioTime
|
|
Diagnostic Tests for Lung Cancer, Bladder Cancer; and Breast Cancer
|
PanC-Dx
™
|
Entrance into License Agreement with Cornell University through which Weill Cornell Medical College will provide blood samples derived from healthy people and lung cancer patients for comparative analysis using OncoCyte’s proprietary
PanC-Dx
™ diagnostic tests.
Completion by collaborators at The Wistar Institute of a large, multi-site study involving 600 patients evaluating a blood-based lung cancer diagnostic test;
Completion of enrollment in the initial clinical study, which involved 100 patients, of a urine-based bladder cancer diagnostic test conducted in collaboration with investigators in the Department of Pathology, Division of Cytopathology, at a leading medical institution with an international reputation for excellence and discovery;
Expansion of the clinical development of a urine-based bladder cancer diagnostic test by initiating a multi-site clinical trial which will involve up to 1,200 patient samples obtained from at least four large urology clinics located throughout the United States; and
Expansion of the clinical development of a blood-based breast cancer diagnostic test through collaboration with Abcodia, a UK-based company focusing on the early detection of cancer that has exclusive commercial access to a unique longitudinal biobank of over 5,000,000 serum samples collected through the UK Collaborative Trial for Ovarian Cancer Screening.
|
OncoCyte
|
|
Marketing On-Line Searchable Data Bases
|
GeneCards
®
|
A database of human genes that provides concise genomic, transcriptomic, genetic, proteomic, functional and disease related information, on all known and predicted human genes.
|
LifeMap Sciences
|
|
MalaCards
™
|
A database of human diseases that is based on the
GeneCards
®
platform and contains computerized “cards” classifying information relating to a wide array of human diseases.
|
||
|
LifeMap Discovery
®
|
A database of embryonic development, stem cell research and regenerative medicine.
|
||
|
VarElect
™
|
A powerful, yet easy-to-use application for prioritizing gene variants resulting from next generation sequencing experiments.
|
||
|
GeneAnalytics
™
|
A novel gene set analysis tool.
|
||
|
Mobile Health
|
Mobile health software development
|
Developing mobile health software products in conjunction with the Icahn School of Medicine at Mount Sinai.
|
LifeMap Solutions
|
|
Year Ended
December 31,
|
$
Increase/
|
%
Increase/
|
||||||||||||
|
2014
|
2013
|
Decrease
|
Decrease
|
|||||||||||
|
License fees
|
$
|
1,172,860
|
$
|
2,218,174
|
$
|
-1,045,314
|
-47.1%
|
|||||||
|
Royalty from product sales
|
397,751
|
366,775
|
+30,976
|
+8.4%
|
||||||||||
|
Grant income
|
3,296,832
|
1,573,329
|
+1,723,503
|
+109.5%
|
||||||||||
|
Sales of research products and services
|
375,761
|
276,058
|
+99,703
|
+36.1%
|
||||||||||
|
Total revenues
|
5,243,204
|
4,434,336
|
+808,868
|
+18.2%
|
||||||||||
|
Cost of sales
|
(837,052
|
)
|
(792,659
|
)
|
+44,393
|
+5.6%
|
||||||||
|
Gross Profit
|
4,406,152
|
3,641,677
|
+764,475
|
+21.0%
|
||||||||||
|
Three Months Ended
December 31,
|
$
Increase/
|
%
Increase/
|
||||||||||||
|
2014
|
2013
|
Decrease
|
Decrease
|
|||||||||||
|
License fees
|
$
|
292,120
|
$
|
1,123,331
|
$
|
-831,211
|
-74.0%
|
|||||||
|
Royalty from product sales
|
75,945
|
75,270
|
+675
|
+0.9%
|
||||||||||
|
Grant income
|
1,443,331
|
632,103
|
+811,228
|
+128.3%
|
||||||||||
|
Sales of research products and services
|
76,139
|
61,781
|
+14,358
|
+23.2%
|
||||||||||
|
Total revenues
|
1,887,535
|
1,892,485
|
-4,950
|
-*
|
||||||||||
|
Cost of sales
|
(222,972
|
)
|
(222,422
|
)
|
+550
|
-*
|
||||||||
|
Gross Profit
|
1,664,563
|
1,670,063
|
-5,500
|
-*
|
||||||||||
|
Year Ended
December 31,
|
$
Increase/
|
%
Increase/
|
||||||||||||
|
2014
|
2013
|
Decrease
|
Decrease
|
|||||||||||
|
Research and development expenses
|
$
|
(37,532,624
|
)
|
$
|
(26,609,423
|
)
|
$
|
+10,923,201
|
+41.1%
|
|||||
|
Acquired in-process research and development expenses
|
-
|
(17,458,766
|
)
|
|
-17,458,766
|
-100.0%
|
||||||||
|
General and administrative expenses
|
(17,556,102
|
)
|
(15,558,674
|
)
|
+1,997,428
|
+12.8%
|
||||||||
|
Interest expense, net
|
(88,496
|
)
|
(578
|
)
|
+87,918
|
+15,210.7%
|
||||||||
|
Other expense, net
|
(374,715
|
)
|
(209,177
|
)
|
+165,538
|
+79.1%
|
||||||||
|
Three Months Ended
December 31,
|
$
Increase/
|
%
Increase/
|
||||||||||||
|
2014
|
2013
|
Decrease
|
Decrease
|
|||||||||||
|
Research and development expenses
|
$
|
(11,277,256
|
)
|
$
|
(9,220,014
|
)
|
$
|
+2,057,242
|
+22.3%
|
|||||
|
Acquired in-process research and development expenses
|
-
|
(17,458,766
|
)
|
|
-17,458,766
|
-100.0%
|
||||||||
|
General and administrative expenses
|
(4,791,898
|
)
|
(4,284,726
|
)
|
+507,172
|
+11.8%
|
||||||||
|
Interest expense, net
|
(57,939
|
)
|
(2,611
|
)
|
+55,328
|
+2119.0%
|
||||||||
|
Other expense, net
|
(513,505
|
)
|
(39,665
|
)
|
+473,840
|
+1194.6%
|
||||||||
|
Amount
(1)
|
Percent
|
|||||||||||||||
|
Company
|
Program
|
2014
|
2013
|
2014
|
2013
|
|||||||||||
|
Asterias Biotherapeutics
(2)
|
hESC-based cell therapy programs
|
$
|
13,310,421
|
$
|
4,319,494
|
35.5%
|
|
16.2%
|
||||||||
|
BioTime Asia
|
Stem cell products for research
|
$
|
-
|
$
|
31,288
|
-%
|
|
0.1%
|
||||||||
|
BioTime
|
PureStem
®
technology
|
$
|
-
|
$
|
227,429
|
-%
|
|
0.9%
|
||||||||
|
BioTime
|
Hextend
®
|
$
|
71,427
|
$
|
90,379
|
0.2%
|
|
0.3%
|
||||||||
|
BioTime
|
3D Culture
|
$
|
100,014
|
$
|
49,825
|
0.3%
|
|
0.2%
|
||||||||
|
BioTime and ESI
|
PureStem
®
hEPCs, cGMP hES cell lines, and related research products
|
$
|
4,089,310
|
$
|
2,763,879
|
10.9%
|
|
10.4%
|
||||||||
|
BioTime
|
Hydrogel products and
HyStem
®
research
|
$
|
5,176,876
|
$
|
5,229,278
|
13.8%
|
|
19.6%
|
||||||||
|
Cell Cure Neurosciences
|
OpRegen
®
,
OpRegen
®
-Plus
, and neurological disease therapies
|
$
|
5,311,472
|
$
|
6,401,884
|
14.1%
|
|
24.1%
|
||||||||
|
LifeMap Sciences
|
Database development and sales
|
$
|
3,566,530
|
$
|
2,663,066
|
9.5%
|
|
10.0%
|
||||||||
|
OncoCyte
|
Cancer therapy and diagnostics and therapy
|
$
|
3,872,500
|
$
|
2,760,810
|
10.3%
|
|
10.4%
|
||||||||
|
OrthoCyte
|
Orthopedic therapy
|
$
|
692,530
|
$
|
1,029,989
|
1.8%
|
|
3.9%
|
||||||||
|
ReCyte Therapeutics
|
Cardiovascular therapy
|
$
|
1,341,544
|
$
|
1,042,102
|
3.6%
|
|
3.9%
|
||||||||
|
Total
|
$
|
37,532,624
|
$
|
26,609,423
|
100.0%
|
|
100.0%
|
|||||||||
| (1) | Amount also includes research and development expenses incurred directly by the subsidiary and certain general research and development expenses, such as lab supplies, lab expenses, rent allocated, and insurance allocated to research and development expenses, incurred directly by BioTime on behalf of the subsidiary and allocated to the subsidiary. |
| (2) | Excludes IPR&D expenses related to intangible assets acquired from Geron. IPR&D represents the value of incomplete research and development projects which Asterias intends to continue. See Notes 2 and 14 to the Consolidated Financial Statements. |
|
Amount
(1)
|
Percent
|
||||||||||||
|
Company
|
2014
|
2013
|
2014
|
2013
|
|||||||||
|
BioTime
|
$
|
7,129,931
|
$
|
7,366,234
|
40.6%
|
|
47.3%
|
||||||
|
Asterias Biotherapeutics
|
$
|
5,279,859
|
$
|
3,883,185
|
30.1%
|
|
25.0%
|
||||||
|
BioTime Asia
|
$
|
12,164
|
$
|
164,432
|
0.1%
|
|
1.1%
|
||||||
|
Cell Cure Neurosciences
|
$
|
723,233
|
$
|
675,970
|
4.1%
|
|
4.3%
|
||||||
|
ESI
|
$
|
199,207
|
$
|
305,931
|
1.1%
|
|
2.0%
|
||||||
|
LifeMap Sciences
|
$
|
2,553,408
|
$
|
1,995,215
|
14.5%
|
|
12.8%
|
||||||
|
OncoCyte
|
$
|
870,073
|
$
|
408,470
|
5.0%
|
|
2.6%
|
||||||
|
OrthoCyte
|
$
|
382,917
|
$
|
380,903
|
2.2%
|
|
2.5%
|
||||||
|
ReCyte Therapeutics
|
$
|
405,310
|
$
|
378,334
|
2.3%
|
|
2.4%
|
||||||
|
Total
|
$
|
17,556,102
|
$
|
15,558,674
|
100.0%
|
|
100.0%
|
||||||
| (1) | Amount includes general and administrative expenses incurred directly by the subsidiary and allocations from BioTime for certain general overhead expenses. |
|
Year Ended
December 31,
|
$
Increase/
|
%
Increase/
|
||||||||||||
|
2013
|
2012
|
Decrease
|
Decrease
|
|||||||||||
|
License fees
|
$
|
2,218,174
|
$
|
899,998
|
$
|
+1,318,176
|
+146.5%
|
|||||||
|
Royalty from product sales
|
366,775
|
541,681
|
-174,906
|
-32.3%
|
||||||||||
|
Grant income
|
1,573,329
|
2,222,458
|
-649,129
|
-29.2%
|
||||||||||
|
Sales of research products and services
|
276,058
|
251,190
|
+24,868
|
+9.9%
|
||||||||||
|
Total revenues
|
4,434,336
|
3,915,327
|
+519,009
|
+13.3%
|
||||||||||
|
Cost of sales
|
(792,659
|
)
|
(434,271
|
)
|
+358,388
|
+82.5%
|
||||||||
|
Gross Profit
|
3,641,677
|
3,481,056
|
+160,621
|
+4.6%
|
||||||||||
|
Three Months Ended
December 31,
|
$
Increase/
|
%
Increase/
|
||||||||||||
|
2013
|
2012
|
Decrease
|
Decrease
|
|||||||||||
|
License fees
|
$
|
1,123,331
|
$
|
350,477
|
$
|
+772,854
|
+220.5%
|
|||||||
|
Royalty from product sales
|
75,270
|
133,878
|
-58,608
|
-43.8%
|
||||||||||
|
Grant income
|
632,103
|
704,372
|
-72,269
|
-10.3%
|
||||||||||
|
Sales of research products and services
|
61,781
|
33,810
|
+27,971
|
+82.7%
|
||||||||||
|
Total revenues
|
1,892,485
|
1,222,537
|
+669,948
|
+54.8%
|
||||||||||
|
Cost of sales
|
(222,422
|
)
|
(160,355
|
)
|
+62,067
|
+38.7%
|
||||||||
|
Gross Profit
|
1,670,063
|
1,062,182
|
+607,881
|
+57.2%
|
||||||||||
|
Year Ended
December 31,
|
$
Increase/
|
%
Increase/
|
||||||||||||
|
2013
|
2012
|
Decrease
|
Decrease
|
|||||||||||
|
Research and development expenses
|
$
|
(26,609,423
|
)
|
$
|
(18,116,688
|
)
|
$
|
+8,492,735
|
+46.9%
|
|||||
|
Acquired in-process research and development expenses
|
(17,458,766
|
)
|
-
|
|
+17,458,766
|
-%
|
||||||||
|
General and administrative expenses
|
(15,558,674
|
)
|
(10,365,045
|
)
|
+5,193,629
|
+50.1%
|
||||||||
|
Interest income/(expense)
|
(578
|
)
|
19,383
|
-19,961
|
-103.0%
|
|||||||||
|
Other expense, net
|
(209,177
|
)
|
(317,710
|
)
|
-108,533
|
-34.2%
|
||||||||
|
Three Months Ended
December 31,
|
$
Increase/
|
%
Increase/
|
||||||||||||
|
2013
|
2012
|
Decrease
|
Decrease
|
|||||||||||
|
Research and development expenses
|
$
|
(9,220,014
|
)
|
$
|
(4,793,278
|
)
|
$
|
+4,426,736
|
+92.4%
|
|||||
|
Acquired in-process research and development expenses
|
(17,458,766
|
)
|
-
|
|
+17,458,766
|
-%
|
||||||||
|
General and administrative expenses
|
(4,284,726
|
)
|
(3,327,238
|
)
|
+957,488
|
+28.8%
|
||||||||
|
Interest income/(expense)
|
(2,611
|
)
|
2,062
|
-4,673
|
-226.6%
|
|||||||||
|
Other expense, net
|
(39,665
|
)
|
(93,811
|
)
|
-54,146
|
-57.7%
|
||||||||
|
Amount
(1)
|
Percent
|
||||||||||||||
|
Company
|
Program
|
2013
|
2012
|
2013
|
2012
|
||||||||||
|
Asterias Biotherapeutics
(2)
|
hESC-based cell therapy programs
|
$
|
4,319,494
|
$
|
-
|
16.2%
|
|
-%
|
|||||||
|
BioTime Asia
|
Stem cell products for research
|
$
|
31,288
|
$
|
153,031
|
0.1%
|
|
0.8%
|
|||||||
|
BioTime
|
PureStem
®
technology
|
$
|
227,429
|
$
|
794,632
|
0.9%
|
|
4.4%
|
|||||||
|
BioTime
|
Hextend
®
|
$
|
90,379
|
$
|
291,580
|
0.3%
|
|
1.6%
|
|||||||
|
BioTime
|
3D Culture
|
$
|
49,825
|
$
|
-
|
0.2%
|
|
-%
|
|||||||
|
BioTime and ESI
|
PureStem
®
hEPCs, cGMP hES cell lines, and related research products
|
$
|
2,763,879
|
$
|
2,826,558
|
10.4%
|
|
15.6%
|
|||||||
|
BioTime
|
Hydrogel products and
HyStem
®
research
|
$
|
5,229,278
|
$
|
3,681,893
|
19.6%
|
|
20.3%
|
|||||||
|
Cell Cure Neurosciences
|
OpRegen
®
,
OpRegen
®
-Plus
, and neurological disease therapies
|
$
|
6,401,884
|
$
|
3,185,490
|
24.1%
|
|
17.6%
|
|||||||
|
LifeMap Sciences
|
Database development and sales
|
$
|
2,663,066
|
$
|
3,129,885
|
10.0%
|
|
17.3%
|
|||||||
|
OncoCyte
|
Cancer therapy and diagnostics and therapy
|
$
|
2,760,810
|
$
|
1,735,369
|
10.4%
|
|
9.6%
|
|||||||
|
OrthoCyte
|
Orthopedic therapy
|
$
|
1,029,989
|
$
|
950,956
|
3.9%
|
|
5.2%
|
|||||||
|
ReCyte Therapeutics
|
Cardiovascular therapy
|
$
|
1,042,102
|
$
|
1,367,294
|
3.9%
|
|
7.6%
|
|||||||
|
Total
|
$
|
26,609,423
|
$
|
18,116,688
|
100.0%
|
|
100.0%
|
||||||||
| (1) | Amount also includes research and development expenses incurred directly by the subsidiary and certain general research and development expenses, such as lab supplies, lab expenses, rent allocated, and insurance allocated to research and development expenses, incurred directly by BioTime on behalf of the subsidiary and allocated to the subsidiary. |
| (2) | Excludes IPR&D expenses related to intangible assets acquired from Geron. IPR&D represents the value of incomplete research and development projects which Asterias intends to continue. See Notes 2 and 17 to the Consolidated Financial Statements. |
|
Amount
(1)
|
Percent
|
||||||||||||
|
Company
|
2013
|
2012
|
2013
|
2012
|
|||||||||
|
BioTime
|
$
|
7,366,234
|
$
|
4,757,477
|
47.3%
|
|
45.9%
|
||||||
|
Asterias Biotherapeutics
|
$
|
3,883,185
|
$
|
758,563
|
25.0%
|
|
7.3%
|
||||||
|
BioTime Asia
|
$
|
164,432
|
$
|
869,730
|
1.1%
|
|
8.4%
|
||||||
|
Cell Cure Neurosciences
|
$
|
675,970
|
$
|
722,575
|
4.3%
|
|
7.0%
|
||||||
|
ESI
|
$
|
305,931
|
$
|
546,485
|
2.0%
|
|
5.3%
|
||||||
|
LifeMap Sciences
|
$
|
1,995,215
|
$
|
1,292,898
|
12.8%
|
|
12.5%
|
||||||
|
OncoCyte
|
$
|
408,470
|
$
|
606,987
|
2.6%
|
|
5.8%
|
||||||
|
OrthoCyte
|
$
|
380,903
|
$
|
403,694
|
2.5%
|
|
3.9%
|
||||||
|
ReCyte Therapeutics
|
$
|
378,334
|
$
|
406,636
|
2.4%
|
|
3.9%
|
||||||
|
Total
|
$
|
15,558,674
|
$
|
10,365,045
|
100.0%
|
|
100.0%
|
||||||
|
Principal Payments Due by Period
|
|||||||||||||||||||||||||
|
Contractual Obligations
(1)
|
Total
|
Less Than
1 Year
|
1-3 Years
|
4-5 Years
|
After
5 Years
|
||||||||||||||||||||
|
Operating leases
(2)
|
$
|
11,205,412
|
1,674,583
|
2,760,439 | 2,736,456 | 4,033,934 | |||||||||||||||||||
|
Capital lease
(3)
|
$
|
100,549
|
63,505
|
37,044
|
- | - | |||||||||||||||||||
| (1) | This table does not include payments to key employees that could arise if they were involuntary terminated or if their employment terminated following a change in control. |
| (2) | Includes the lease of our principal office and laboratory facilities in Alameda, California, and leases of the offices and laboratory facilities of our subsidiaries Asterias, LifeMap Sciences, and Cell Cure Neurosciences. Also includes three operating leases for lab equipment. |
| (3) | Includes one capital lease for lab equipment. |
|
/s/ Rothstein Kass
|
|
|
New York, New York
|
|
|
March 17, 2014
|
|
December 31,
2014
|
December 31,
2013
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS
|
||||||||
|
Cash and cash equivalents
|
$
|
29,486,909
|
$
|
5,495,478
|
||||
|
Trade accounts and grants receivable, net
|
1,041,856
|
1,115,209
|
||||||
|
Inventory
|
266,022
|
178,694
|
||||||
| Landlord receivable | 377,981 |
-
|
||||||
|
Prepaid expenses and other current assets
|
1,231,789
|
1,160,589
|
||||||
|
Total current assets
|
32,404,557
|
7,949,970
|
||||||
|
Equipment, net
|
2,857,846
|
2,997,733
|
||||||
|
Deferred license and consulting fees
|
336,833
|
444,833
|
||||||
|
Deposits
|
443,289
|
129,129
|
||||||
|
Other long term assets
|
9,985
|
-
|
||||||
|
Intangible assets, net
|
38,848,396
|
46,208,085
|
||||||
|
TOTAL ASSETS
|
$
|
74,900,906
|
$
|
57,729,750
|
||||
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
|
CURRENT LIABILITIES
|
||||||||
|
Accounts payable and accrued liabilities
|
$
|
6,803,173
|
$
|
6,722,624
|
||||
|
Capital lease liability, current portion
|
57,500
|
-
|
||||||
|
Related party convertible debt, net of discount
|
60,237
|
-
|
||||||
|
Deferred license and subscription revenue, current portion
|
208,357
|
235,276
|
||||||
|
Total current liabilities
|
7,129,267
|
6,957,900
|
||||||
|
LONG-TERM LIABILITIES
|
||||||||
|
Deferred tax liabilities, net
|
4,514,362
|
8,277,548
|
||||||
| Deferred rent liabilities, net of current portion | 97,280 |
35,997
|
||||||
|
Lease liability
|
377,981 |
-
|
||||||
|
Capital lease, net of current portion
|
31,290
|
-
|
||||||
|
Other long term liabilities
|
27,961
|
195,984
|
||||||
|
Total long-term liabilities
|
5,048,874
|
8,509,529
|
||||||
|
Commitments and contingencies
|
||||||||
|
SHAREHOLDERS' EQUITY
|
||||||||
|
Preferred shares, no par value, authorized 2,000,000 shares as of December 31, 2014 and 2013; 70,000 and none issued and outstanding as of December 31, 2014 and 2013, respectively
|
3,500,000
|
-
|
||||||
|
Common shares, no par value, authorized 125,000,000 shares as of December 31, 2014 and 2013; 83,121,698 issued and 78,227,756 outstanding as of December 31, 2014 and 67,412,139 issued and 56,714,424 outstanding as of December 31, 2013
|
234,842,998
|
203,456,401
|
||||||
|
Contributed capital
|
7,145
|
93,972
|
||||||
|
Accumulated other comprehensive income
|
185,835
|
62,899
|
||||||
|
Accumulated deficit
|
(182,190,207
|
)
|
(145,778,547
|
)
|
||||
|
Treasury stock at cost: 4,893,942 and 10,697,715 shares at December 31, 2014 and 2013, respectively
|
(19,889,788
|
)
|
(43,033,957
|
)
|
||||
|
BioTime, Inc. shareholders' equity
|
36,455,983
|
14,800,768
|
||||||
|
Non-controlling interest
|
26,266,782
|
27,461,553
|
||||||
|
Total shareholders' equity
|
62,722,765
|
42,262,321
|
||||||
|
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
74,900,906
|
$
|
57,729,750
|
||||
|
Year Ended December 31,
|
||||||||||||
|
2014
|
2013
|
2012
|
||||||||||
|
REVENUES:
|
||||||||||||
|
License fees
|
$
|
1,172,860
|
$
|
2,218,174
|
$
|
899,998
|
||||||
|
Royalties from product sales
|
397,751
|
366,775
|
541,681
|
|||||||||
|
Grant income
|
3,296,832
|
1,573,329
|
2,222,458
|
|||||||||
|
Sale of research products and services
|
375,761
|
276,058
|
251,190
|
|||||||||
|
Total revenues
|
5,243,204
|
4,434,336
|
3,915,327
|
|||||||||
|
Cost of sales
|
(837,052
|
)
|
(792,659
|
)
|
(434,271
|
)
|
||||||
|
Gross Profit
|
4,406,152
|
3,641,677
|
3,481,056
|
|||||||||
|
OPERATING EXPENSES:
|
||||||||||||
|
Research and development
|
(37,532,624
|
)
|
(26,609,423
|
)
|
(18,116,688
|
)
|
||||||
|
Acquired in-process research and development
|
-
|
(17,458,766
|
)
|
-
|
||||||||
|
General and administrative
|
(17,556,102
|
)
|
(15,558,674
|
)
|
(10,365,045
|
)
|
||||||
|
Total operating expenses
|
(55,088,726
|
)
|
(59,626,863
|
)
|
(28,481,733
|
)
|
||||||
|
Loss from operations
|
(50,682,574
|
)
|
(55,985,186
|
)
|
(25,000,677
|
)
|
||||||
|
OTHER EXPENSES:
|
||||||||||||
|
Interest (expense)/income, net
|
(88,496
|
)
|
(578
|
)
|
19,383
|
|||||||
|
(Loss)/gain on sale or write off of fixed assets
|
(8,926
|
)
|
5,120
|
(6,856
|
)
|
|||||||
|
Other expense, net
|
(374,715
|
)
|
(209,177
|
)
|
(317,710
|
)
|
||||||
|
Total other expenses, net
|
(472,137
|
)
|
(204,635
|
)
|
(305,183
|
)
|
||||||
|
LOSS BEFORE INCOME TAX BENEFITS
|
(51,154,711
|
)
|
(56,189,821
|
)
|
(25,305,860
|
)
|
||||||
|
Deferred income tax benefit
|
7,375,611
|
3,280,695
|
-
|
|||||||||
|
NET LOSS
|
(43,779,100
|
)
|
(52,909,126
|
)
|
(25,305,860
|
)
|
||||||
|
Net loss attributable to non-controlling interest
|
7,367,440
|
9,026,291
|
3,880,157
|
|||||||||
|
NET LOSS ATTRIBUTABLE TO BIOTIME, INC.
|
(36,411,660
|
)
|
(43,882,835
|
)
|
(21,425,703
|
)
|
||||||
|
Dividends on preferred shares
|
(86,827
|
)
|
-
|
-
|
||||||||
|
Net loss attributable to BioTime, Inc. common shareholders
|
$
|
(36,498,487
|
)
|
$
|
(43,882,835
|
)
|
$
|
(21,425,703
|
)
|
|||
|
BASIC AND DILUTED NET LOSS PER COMMON SHARE
|
$
|
(0.55
|
)
|
$
|
(0.81
|
)
|
$
|
(0.44
|
)
|
|||
|
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING: BASIC AND DILUTED
|
66,466,714
|
54,226,219
|
49,213,687
|
|||||||||
|
Years ended December 31,
|
||||||||||||
|
2014
|
2013
|
2012
|
||||||||||
|
NET LOSS
|
$
|
(43,779,100
|
)
|
$
|
(52,909,126
|
)
|
$
|
(25,305,860
|
)
|
|||
|
Other comprehensive income/(loss), net of tax:
|
||||||||||||
|
Change in foreign currency translation and other comprehensive income/(loss) from equity investments
|
124,949
|
119,469
|
63,179
|
|||||||||
|
Available for sale investments:
|
||||||||||||
|
Change in other unrealized gain/(loss), net of taxes
|
(2,013
|
)
|
3,000
|
-
|
||||||||
|
COMPREHENSIVE LOSS
|
(43,656,164
|
)
|
(52,786,657
|
)
|
(25,242,681
|
)
|
||||||
|
Less: Comprehensive loss attributable to noncontrolling interest
|
(7,367,440
|
)
|
(9,026,291
|
)
|
(3,880,157
|
)
|
||||||
|
COMPREHENSIVE LOSS ATTRIBUTABLE TO BIOTIME, INC. COMMON SHAREHOLDERS BEFORE PREFERRED STOCK DIVIDEND
|
(36,288,724
|
)
|
(43,760,366
|
)
|
(21,362,524
|
)
|
||||||
|
Preferred stock dividend
|
(86,827
|
)
|
-
|
-
|
||||||||
|
COMPREHENSIVE LOSS ATTRIBUTABLE TO BIOTIME, INC. COMMON SHAREHOLDERS
|
$
|
(36,375,551
|
)
|
$
|
(43,760,366
|
)
|
$
|
(21,362,524
|
)
|
|||
| Preferred Shares |
Common Shares
|
Treasury Shares
|
||||||||||||||||||||||||||||||||||||||||||
|
Number of
Shares
|
Amount
|
Number of
Shares
|
Amount
|
Number of
Shares
|
Amount
|
Contributed
Capital
|
Accumulated
Deficit
|
Non-controlling Interest
|
Accumulated
Other
Comprehensive
Income/(Loss)
|
Total
Shareholders'
Equity
|
||||||||||||||||||||||||||||||||||
|
BALANCE AT JANUARY 1, 2012
|
- | $ | - |
50,321,962
|
$
|
115,144,787
|
(1,286,174
|
)
|
$
|
(6,000,000
|
)
|
$
|
93,972
|
$
|
(80,470,009
|
)
|
$
|
12,812,180
|
$
|
(122,749
|
)
|
$
|
41,458,181
|
|||||||||||||||||||||
|
Common shares issued as part of merger with XenneX
|
- | - |
448,429
|
1,802,684
|
- | - | - | - | - | - |
1,802,684
|
|||||||||||||||||||||||||||||||||
|
Sales of common shares, net of fees paid and amortized
|
- | - |
314,386
|
1,002,220
|
- | - | - | - | - | - |
1,002,220
|
|||||||||||||||||||||||||||||||||
|
Exercise of options
|
- | - |
98,541
|
286,552
|
- | - | - | - | - | - |
286,552
|
|||||||||||||||||||||||||||||||||
|
Subsidiary shares issued as part of merger with XenneX
|
- | - | - | - | - | - | - | - |
2,501,415
|
- |
2,501,415
|
|||||||||||||||||||||||||||||||||
|
Stock options granted for compensation
|
- | - | - |
1,560,469
|
- | - | - | - | - | - |
1,560,469
|
|||||||||||||||||||||||||||||||||
|
Stock options granted for compensation in subsidiary
|
- | - | - |
24,531
|
- | - | - | - |
274,656
|
- |
299,187
|
|||||||||||||||||||||||||||||||||
|
Outside investment in subsidiary with BioTime common shares
|
- | - | - | - |
(592,533
|
)
|
(2,750,003
|
)
|
- | - |
2,750,003
|
- |
-
|
|||||||||||||||||||||||||||||||
|
Sales of treasury shares
|
- | - | - | - |
78,598
|
374,606
|
- | - | - | - |
374,606
|
|||||||||||||||||||||||||||||||||
|
Outside investment in subsidiaries in cash
|
- | - | - | - | - | - | - | - |
250,000
|
- |
250,000
|
|||||||||||||||||||||||||||||||||
|
Outside investment in subsidiaries with stock
|
- | - | - | - | - | - | - | - |
1,740
|
- |
1,740
|
|||||||||||||||||||||||||||||||||
|
Foreign currency translation gain
|
- | - | - | - | - | - | - | - | - |
63,179
|
63,179
|
|||||||||||||||||||||||||||||||||
|
NET LOSS
|
- | - | - | - | - | - | - |
(21,425,703
|
)
|
(3,880,157
|
)
|
- |
(25,305,860
|
)
|
||||||||||||||||||||||||||||||
|
BALANCE AT DECEMBER 31, 2012
|
- | - |
51,183,318
|
$
|
119,821,243
|
(1,800,109
|
)
|
|
(8,375,397
|
)
|
|
93,972
|
|
(101,895,712
|
)
|
|
14,709,837
|
|
(59,570
|
)
|
|
24,294,373
|
||||||||||||||||||||||
|
Common shares issued as part of investment in subsidiary
|
- | - |
9,808,812
|
38,485,162
|
(9,808,812
|
)
|
(38,485,162
|
)
|
- | - | - | - | - | |||||||||||||||||||||||||||||||
|
8,000,000 Warrants issued as part of investment in subsidiary
|
- | - | - |
18,276,406
|
- | - | - | - | - | - |
18,276,406
|
|||||||||||||||||||||||||||||||||
|
Sale of common shares, net of fees paid and amortized and syndication costs
|
- | - |
6,284,456
|
22,297,209
|
- | - | - | - | - | - |
22,297,209
|
|||||||||||||||||||||||||||||||||
|
Warrants issued to outside investors
|
- | - | - |
1,848,730
|
- | - | - | - | - | - |
1,848,730
|
|||||||||||||||||||||||||||||||||
|
Common shares issued for rent
|
- | - |
73,553
|
253,758
|
- | - | - | - | - | - |
253,758
|
|||||||||||||||||||||||||||||||||
|
Common shares issued for consulting services
|
- | - |
42,000
|
173,100
|
- | - | - | - | - | - |
173,100
|
|||||||||||||||||||||||||||||||||
|
Exercise of options
|
- | - |
20,000
|
46,000
|
- | - | - | - | - | - |
46,000
|
|||||||||||||||||||||||||||||||||
|
Stock options granted for compensation
|
- | - | - |
2,143,596
|
- | - | - | - | - | - |
2,143,596
|
|||||||||||||||||||||||||||||||||
|
Stock options granted for compensation in subsidiary
|
- | - | - |
111,197
|
- | - | - | - |
789,981
|
- |
901,178
|
|||||||||||||||||||||||||||||||||
|
Sale of treasury stock
|
- | - | - | - |
911,206
|
3,826,602
|
- | - | - | - |
3,826,602
|
|||||||||||||||||||||||||||||||||
|
Outside investment in subsidiary with cash
|
- | - | - | - | - | - | - | - |
5,255,502
|
- |
5,255,502
|
|||||||||||||||||||||||||||||||||
|
Outside investment in subsidiary with assets
|
- | - | - | - | - | - | - | - |
15,732,524
|
- |
15,732,524
|
|||||||||||||||||||||||||||||||||
|
Foreign currency translation gain
|
- | - | - | - | - | - | - | - | - |
119,469
|
119,469
|
|||||||||||||||||||||||||||||||||
|
Unrealized gain on available-for-sale securities
|
- | - | - | - | - | - | - | - | - |
3,000
|
3,000
|
|||||||||||||||||||||||||||||||||
|
NET LOSS
|
- | - | - | - | - | - | - |
(43,882,835
|
)
|
(9,026,291
|
)
|
- |
(52,909,126
|
)
|
||||||||||||||||||||||||||||||
|
BALANCE AT DECEMBER 31, 2013
|
- | - |
67,412,139
|
|
203,456,401
|
(10,697,715
|
)
|
|
(43,033,957
|
)
|
|
93,972
|
|
(145,778,547
|
)
|
|
27,461,553
|
|
62,899
|
|
42,262,321
|
|||||||||||||||||||||||
|
Sale of common shares, net of fees paid and amortized
|
- | - |
14,172,785
|
43,826,687
|
- | - | - | - | - | - |
43,826,687
|
|||||||||||||||||||||||||||||||||
|
Exercise of options
|
- | - |
2,060,400
|
1,192,200
|
- | - | - | - | - | - |
1,192,200
|
|||||||||||||||||||||||||||||||||
|
Shares retired as part of exercise of options
|
- | - |
(367,057
|
)
|
(972,700
|
)
|
- | - | - | - | - | - |
(972,700
|
)
|
||||||||||||||||||||||||||||||
|
Shares retired to pay for employee’s taxes
|
- | - |
(156,579
|
)
|
(414,935
|
)
|
- | - | - | - | - | - |
(414,935
|
)
|
||||||||||||||||||||||||||||||
|
Tax liability on treasury shares sold by Asterias
|
- | - | - |
(3,611,902
|
)
|
- | - | - | - | - | - |
(3,611,902
|
)
|
|||||||||||||||||||||||||||||||
|
Warrants exercised
|
- | - |
10
|
50
|
- | - | - | - | - | - |
50
|
|||||||||||||||||||||||||||||||||
|
Stock options granted for compensation
|
- | - | - |
2,408,935
|
- | - | - | - | - | - |
2,408,935
|
|||||||||||||||||||||||||||||||||
|
Stock options granted for compensation in subsidiaries
|
- | - | - | - | - | - | - | - |
1,808,118
|
- |
1,808,118
|
|||||||||||||||||||||||||||||||||
|
Restricted stock granted for compensation
|
- | - | - | - | - | - | - | - |
234,005
|
- |
234,005
|
|||||||||||||||||||||||||||||||||
|
Subsidiary warrants issued to outside investors as part of sale of treasury stock
|
- | - | - | - | - | - | - | - |
3,183,891
|
- |
3,183,891
|
|||||||||||||||||||||||||||||||||
|
Sale of treasury stock
|
- |
|
- | - |
(11,041,738
|
) |
5,803,773
|
23,144,169
|
- | - | - | - |
12,102,431
|
|||||||||||||||||||||||||||||||
|
Sale of preferred stock
|
70,000 | 3,500,000 | - | - | - | - | - | - | - | - |
3,500,000
|
|||||||||||||||||||||||||||||||||
|
Dividends on preferred stock
|
- | - | - | - | - | - |
(86,827
|
) | - | - | - |
(86,827
|
)
|
|||||||||||||||||||||||||||||||
|
Exercise of subsidiary options
|
- | - |
-
|
- | - | - | - | - |
7,799
|
- |
7,799
|
|||||||||||||||||||||||||||||||||
|
Outside investment in subsidiary with cash
|
- | - | - | - | - | - | - | - |
938,856
|
- |
938,856
|
|||||||||||||||||||||||||||||||||
|
Foreign currency translation gain
|
- | - | - | - | - | - | - | - | - |
124,949
|
124,949
|
|||||||||||||||||||||||||||||||||
|
Unrealized loss on available-for-sale securities
|
- | - | - | - | - | - | - | - | - |
(2,013
|
) |
(2,013
|
) | |||||||||||||||||||||||||||||||
|
NET LOSS
|
- | - | - | - | - | - | - |
(36,411,660
|
)
|
(7,367,440
|
)
|
- |
(43,779,100
|
)
|
||||||||||||||||||||||||||||||
|
BALANCE AT DECEMBER 31, 2014
|
70,000 |
$
|
3,500,000 |
83,121,698
|
$
|
234,842,998
|
(4,893,942
|
)
|
$
|
(19,889,788
|
) |
$
|
7,145
|
$
|
(182,190,207
|
)
|
$
|
26,266,782
|
$
|
185,835
|
$
|
62,722,765
|
||||||||||||||||||||||
|
Year Ended December 31,
|
||||||||||||
|
2014
|
2013
|
2012
|
||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net loss attributable to BioTime, Inc.
|
$
|
(36,411,660
|
)
|
$
|
(43,882,835
|
)
|
$
|
(21,425,703
|
)
|
|||
|
Net loss allocable to non-controlling interest
|
(7,367,440
|
)
|
(9,026,291
|
)
|
(3,880,157
|
)
|
||||||
|
Adjustments to reconcile net loss attributable to BioTime, Inc. to net cash used in operating activities:
|
||||||||||||
|
Acquired in-process research and development
|
-
|
17,458,766
|
-
|
|||||||||
|
Depreciation expense
|
1,050,651
|
656,759
|
386,457
|
|||||||||
|
Amortization of intangible assets
|
7,359,690
|
3,295,716
|
2,446,975
|
|||||||||
|
Amortization of deferred consulting fees
|
18,993
|
65,118
|
598,465
|
|||||||||
|
Amortization of deferred license fees
|
109,500
|
109,500
|
109,500
|
|||||||||
|
Amortization of deferred license, royalty and subscription revenues
|
(579
|
)
|
(915,028
|
)
|
(211,065
|
)
|
||||||
|
Amortization of deferred grant revenues
|
-
|
-
|
(261,777
|
)
|
||||||||
|
Amortization of prepaid rent in common stock
|
84,586
|
84,586
|
-
|
|||||||||
|
Stock-based compensation
|
4,455,420
|
3,217,875
|
1,843,962
|
|||||||||
|
Reduction in receivables from the reversal of revenues
|
-
|
-
|
207,425
|
|||||||||
|
Amortization of discount on related party convertible debt
|
56,320
|
-
|
-
|
|||||||||
|
Amortization of deferred royalty fees (expense)
|
15
|
-
|
-
|
|||||||||
|
Loss/(gain) on sale or write-off of equipment
|
9,321
|
(5,120
|
)
|
19,681
|
||||||||
|
Bad debt expense
|
-
|
-
|
16,816
|
|||||||||
|
Deferred income tax benefit
|
(7,375,611
|
)
|
(3,280,695
|
)
|
-
|
|||||||
|
Write off for uncollectible receivables
|
(16,356
|
)
|
-
|
-
|
||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Accounts receivable, net
|
(73,784
|
)
|
(180,933
|
)
|
36,322
|
|||||||
|
Grant receivable
|
11,325
|
560,286
|
(416,787
|
)
|
||||||||
|
Inventory
|
(87,328
|
)
|
(123,378
|
)
|
(4,141
|
)
|
||||||
|
Prepaid expenses and other current assets
|
(86,427
|
)
|
428,453
|
(228,370
|
)
|
|||||||
|
Other long term assets
|
-
|
(15,000
|
)
|
-
|
||||||||
|
Accounts payable and accrued liabilities
|
(469,755
|
)
|
2,141,893
|
906,339
|
||||||||
|
Accrued interest on convertible debt
|
4,226
|
-
|
-
|
|||||||||
|
Other long term liabilities
|
(160,250
|
)
|
(57,824
|
)
|
(26,088
|
)
|
||||||
| Deferred rent liabilities | 61,283 |
(21,217
|
) |
(9,474
|
) | |||||||
|
Deferred revenues
|
(26,340
|
)
|
(19,244
|
)
|
212,102
|
|||||||
|
Net cash used in operating activities
|
(38,854,200
|
)
|
(29,508,613
|
)
|
(19,679,518
|
)
|
||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
|
Purchase of equipment
|
(483,097
|
)
|
(2,277,168
|
)
|
(400,810
|
)
|
||||||
|
Cash acquired in connection with merger with XenneX
|
-
|
-
|
292,387
|
|||||||||
|
Construction in progress
|
(219,443
|
)
|
-
|
-
|
||||||||
|
Payment of transaction fees to Geron
|
-
|
(978,104
|
)
|
-
|
||||||||
|
Payment of syndication fees incurred
|
-
|
(376,250
|
)
|
-
|
||||||||
|
Cash proceeds from sale of equipment
|
9,242
|
30,900
|
4,500
|
|||||||||
|
Security deposit paid, net
|
(314,506
|
)
|
(64,965
|
)
|
(764
|
)
|
||||||
|
Net cash used in investing activities
|
(1,007,804
|
)
|
(3,665,587
|
)
|
(104,687
|
)
|
||||||
|
Year Ended December 31,
|
||||||||||||
|
2014
|
2013
|
2012
|
||||||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
|
Proceeds from exercises of stock options
|
219,500
|
46,000
|
286,552
|
|||||||||
|
Proceeds from exercise of warrants
|
50
|
-
|
-
|
|||||||||
|
Proceeds from sale of preferred shares
|
3,500,000
|
-
|
-
|
|||||||||
|
Proceeds from issuance of common shares
|
44,150,069
|
25,938,558
|
1,131,279
|
) | ||||||||
|
Fees paid on sale of common shares
|
(323,382
|
)
|
(818,201
|
)
|
(37,279
|
) | ||||||
|
Proceeds from sale of treasury stock and subsidiary warrants
|
15,156,561
|
3,841,749
|
282,826
|
|||||||||
|
Proceeds from issuance of related party convertible debt
|
470,856
|
-
|
-
|
|||||||||
|
Repayment of capital lease obligation
|
(26,210
|
)
|
-
|
-
|
||||||||
|
Proceeds from exercise of subsidiary stock options
|
7,799
|
-
|
-
|
|||||||||
|
Proceeds from sale of common shares of subsidiary
|
468,000
|
5,255,502
|
250,000
|
|||||||||
|
Net cash provided by financing activities
|
63,623,243
|
34,263,608
|
1,913,378
|
|||||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
230,192
|
56,103
|
8,897
|
|||||||||
|
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
23,991,431
|
1,145,511
|
(17,861,930
|
)
|
||||||||
|
CASH AND CASH EQUIVALENTS:
|
||||||||||||
|
At beginning of year
|
5,495,478
|
4,349,967
|
22,211,897
|
|||||||||
|
At end of year
|
$
|
29,486,909
|
$
|
5,495,478
|
$
|
4,349,967
|
||||||
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||||
|
Cash paid during year for interest
|
$
|
91,047
|
$
|
3,090
|
$
|
315
|
||||||
|
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES:
|
||||||||||||
|
Common shares issued to Cell Cure in exchange for Cell Cure shares
|
$ |
-
|
$
|
3,499,999
|
$
|
-
|
||||||
|
Common shares issued for consulting services
|
$ |
-
|
$
|
173,100
|
$
|
-
|
||||||
|
Common shares issued for rent
|
$ | - |
$
|
253,758
|
$
|
-
|
||||||
|
Intangible assets acquired from Geron
|
$ | - |
$
|
29,017,009
|
$
|
-
|
||||||
|
Common shares issued to Asterias upon consummation of Asset Contribution Agreement (Treasury shares)
|
$ | - |
$
|
34,985,163
|
$
|
-
|
||||||
|
Common shares acquired in connection with investment in LifeMap as part of Share Exchange and Contribution Agreement
|
$ | - |
$
|
-
|
$
|
2,750,003
|
||||||
|
Common shares issued as part of merger with XenneX
|
$ |
-
|
$
|
-
|
$
|
1,802,684
|
||||||
|
Employee options exercised with common stock
|
$
|
972,700
|
$
|
-
|
$
|
-
|
||||||
|
Capital expenditure funded by capital lease borrowing
|
$
|
115,000
|
$
|
-
|
$
|
-
|
||||||
|
Construction in progress in accounts payable and accrued expenses
|
$
|
186,287 |
$
|
-
|
$
|
-
|
||||||
| Landlord receivable | $ | (377,981 | ) | $ | - | $ | - | |||||
| Lease liability |
$
|
377,981 |
$
|
-
|
$
|
-
|
||||||
|
Warrants issued to Asterias upon consummation of Asset Contribution Agreement
|
$ | - |
$
|
18,276,406
|
$
|
-
|
||||||
|
Subsidiary
|
Field of Business
|
BioTime
Ownership
|
Country
|
|
Asterias Biotherapeutics, Inc.
|
Research, development and commercialization of human therapeutic products from stem cells, focused initially in the fields of neurology and oncology
|
70.6%(1)
|
USA
|
|
BioTime Asia, Limited
|
Stem cell products for research
|
81%
|
Hong Kong
|
|
Cell Cure Neurosciences Ltd.
|
Age-related macular degeneration
Multiple sclerosis
Parkinson’s disease
|
62.5%(2)
|
Israel
|
|
ES Cell International Pte Ltd
|
Stem cell products for research, including clinical grade cell lines produced under cGMP
|
100%
|
Singapore
|
|
LifeMap Sciences, Inc.
|
Biomedical, gene, disease, and stem cell databases and tools
|
74.5%
|
USA
|
|
LifeMap Sciences, Ltd.
|
Biomedical, gene, disease, and stem cell databases and tools
|
(3)
|
Israel
|
|
LifeMap Solutions, Inc.
|
Mobile health software
|
(3)
|
USA
|
|
OncoCyte Corporation
|
Cancer diagnostics
|
75.3%
|
USA
|
|
OrthoCyte Corporation
|
Orthopedic diseases, including chronic back pain and osteoarthritis
|
100%(4)
|
USA
|
|
ReCyte Therapeutics, Inc.
|
Vascular disorders, including cardiovascular-related diseases, ischemic conditions, vascular injuries
Stem cell-derived endothelial and cardiovascular related progenitor cells that have applications in research, drug testing, and therapeutics
|
94.8%
|
USA
|
| (1) | During February 2015, Asterias sold 1,410,255 shares of its Series A Common Stock to investors, which reduced BioTime’s percentage ownership of Asterias to 67.5%. |
| (2) | Includes shares owned by BioTime, Asterias, and ESI. |
| (3) | LifeMap Sciences, Ltd. and LifeMap Solutions, Inc. are wholly-owned subsidiaries of LifeMap Sciences, Inc. |
| (4) | Includes shares owned by BioTime and Asterias. |
|
2014
|
2013
|
||||||||
|
Equipment, furniture and fixtures
|
$
|
4,870,516
|
$
|
4,431,586
|
|||||
| Construction in progress | 405,730 |
-
|
|||||||
|
Accumulated depreciation
|
(2,418,400
|
) |
|
(1,433,853
|
) | ||||
|
Equipment net of accumulated depreciation
|
$
|
2,857,846
|
$
|
2,997,733
|
|||||
|
2014
|
2013
|
||||||||
|
Intangible assets
|
$
|
52,562,549
|
$
|
54,719,918
|
|||||
|
Accumulated amortization
|
(13,714,153
|
) |
|
(8,511,833
|
) | ||||
|
Intangible assets, net
|
$
|
38,848,396
|
$
|
46,208,085
|
|||||
|
Year Ended
December 31,
|
Amortization
Expense
|
|||
|
2015
|
$
|
5,256,255
|
||
|
2016
|
5,256,255
|
|||
|
2017
|
5,256,255
|
|||
|
2018
|
5,256,255
|
|||
|
2019
|
5,256,255
|
|||
|
Thereafter
|
12,567,121
|
|||
|
Total
|
$
|
38,848,396
|
||
|
Year Ended
December 31,
|
Deferred License
Fees
|
|||
|
2015
|
$
|
109,500
|
||
|
2016
|
109,500
|
|||
|
2017
|
109,500
|
|||
|
2018
|
73,667
|
|||
|
2019
|
24,083
|
|||
|
Thereafter
|
20,083
|
|||
|
Total
|
$
|
446,333
|
||
|
December 31,
|
|||||||
|
2014
|
2013
|
||||||
|
Accounts payable
|
$
|
2,296,645
|
$
|
3,434,748
|
|||
| Accrued expenses | 3,125,023 |
2,296,146
|
|||||
|
Accrued bonuses
|
964,189
|
600,000
|
|||||
|
Other current liabilities
|
417,316
|
391,730
|
|||||
| Total |
$
|
6,803,173
|
$
|
6,722,624
|
|||
|
Number of
Warrants
|
Per share
exercise
price
|
Weighted Average
Exercise
Price
|
||||||||||||
|
Outstanding, January 1, 2013
|
556,613
|
$
|
10.00
|
$
|
10.00
|
|||||||||
|
Issued in 2013
|
9,195,002
|
5.00
|
5.00
|
|||||||||||
|
Outstanding, December 31, 2013
|
9,751,615
|
$
|
5.00 – 10.00
|
$
|
5.29
|
|||||||||
|
Exercised in 2014
|
(556,613
|
) |
|
10.00
|
10.00
|
|||||||||
|
Retired in 2014
|
(313
|
) |
|
5.00
|
5.00
|
|||||||||
|
Exercised in 2014
|
(10
|
) |
|
5.00
|
5.00
|
|||||||||
|
Outstanding, December 31, 2014
|
9,194,679
|
$
|
5.00
|
$
|
5.00
|
|||||||||
|
Options
Available for
Grant
|
Number of
Options
Outstanding
|
Weighted
Average
Exercise
Price
|
||||||||||||
|
January 1, 2013
|
6,041,556
|
7,816,413
|
$
|
0.93
|
||||||||||
|
Increase option pool
|
500,000
|
-
|
-
|
|||||||||||
|
Granted in 2013
|
(4,434,995
|
) |
|
4,434,995
|
2.11
|
|||||||||
|
Expired/Forfeited/Exercised in 2013
|
785,000
|
(785,000
|
) |
|
1.95
|
|||||||||
|
December 31, 2013
|
2,891,561
|
11,466,408
|
$
|
1.32
|
||||||||||
|
Granted in 2014
|
(1,603,167
|
) |
|
1,603,167
|
6.59
|
|||||||||
|
Expired/Forfeited/Exercised in 2014
|
1,368,904
|
(1,368,904
|
) |
|
2.28
|
|||||||||
|
December 31, 2014
|
2,657,298
|
|
11,700,671
|
$
|
1.98
|
|||||||||
| · | During 2014 BioTime and certain subsidiaries sold 5,545,160 BioTime common shares for gross proceeds of $ 17,380,668 at prevailing market prices through Cantor Fitzgerald & Co. (“Cantor”) acting as sales agent. Sales of BioTime common through Cantor for BioTime’s own account were made under a Controlled Equity Offering SM Sales Agreement between BioTime and Cantor. The proceeds of the sale of BioTime shares by BioTime’s subsidiaries belong to those subsidiaries. |
|
·
|
During June 2014, Asterias sold 5,000,000 of its BioTime common shares with warrants to purchase 5,000,000 shares of Asterias Series B common stock to two investors for $12,500,000 in cash. Broadwood Partners, L.P., purchased 1,000,000 of the BioTime common shares with 1,000,000 Asterias warrants and a trust previously established by George Karfunkel purchased 4,000,000 of the BioTime common shares with 4,000,000 Asterias warrants.
|
| · | During October 2014, BioTime sold 9,431,398 common shares for $29,425,962 in a transaction registered under the Securities Act. The $3.12 price per share was the closing price of BioTime common shares on the NYSE MKT on the date on which BioTime and the investors agreed upon the purchase price. See also Note 8. |
| · | In January 2013, as additional consideration for the lease for an office and research facility located in Menlo Park, California, BioTime issued to the landlord 73,553 BioTime common shares having a market value of $242,726, determined based upon the average closing price of BioTime common shares on the NYSE MKT for a designated period of time prior to the signing of the lease. For accounting purposes, these shares were revalued at $253,758 which was based on the closing price of BioTime common shares on the NYSE MKT on the date the lease was fully executed at which time the shares were issued. |
| · | In January 2013, BioTime and a private investor entered into a Stock and Warrant Purchase Agreement under which BioTime received $5,000,000 for the sale of 1,350,000 BioTime common shares and warrants to purchase 649,999 additional BioTime common shares at an exercise price of $5.00 per share. |
| · | In January 2013, in accordance with a November 1, 2012 Share Purchase Agreement between BioTime and Cell Cure Neurosciences, BioTime purchased 87,456 Cell Cure Neurosciences ordinary shares in exchange for 906,735 of BioTime common shares. |
| · | In June 2013, BioTime sold an aggregate of 2,180,016 common shares and 545,004 warrants to purchase common shares, in "units" with each unit consisting of one common share and one-quarter of a warrant, at an offering price of $4.155 per unit, to certain investors through an offering registered under the Securities Act. BioTime received gross proceeds of $9,057,967 from the sale of the common shares and warrants. The warrants have an initial exercise price of $5.00 per share and are exercisable during the five year period beginning on the date of issuance, June 6, 2013. |
| · | In October 2013, BioTime issued 8,902,077 common shares and warrants to purchase 8,000,000 common shares to Asterias under the Asset Contribution Agreement. |
| · | During 2013 BioTime and certain of its subsidiaries sold 3,665,646 BioTime common shares for gross proceeds of $15,722,339 at prevailing market prices through Cantor acting as sales agent. Sales by BioTime for its own account were made through its Controlled Equity Offering SM Sales Agreement with Cantor. The proceeds of the sale of BioTime shares by its subsidiaries belong to those subsidiaries. |
|
Year Ended December 31,
|
||||||||||||||
|
All stock-based compensation expense:
|
2014
|
2013
|
2012
|
|||||||||||
|
Research and Development
|
$
|
1,309,703
|
$
|
829,938
|
$
|
815,052
|
||||||||
|
General and Administrative
|
3,145,717
|
2,214,836
|
1,028,910
|
|||||||||||
|
All stock-based compensation expense included in expenses
|
$
|
4,455,420
|
$
|
3,044,774
|
$
|
1,843,962
|
||||||||
|
Year Ended
December 31,
|
||||||||
|
2014
|
2013
|
|||||||
|
Expected life (in years)
|
6.67
|
6.68
|
||||||
|
Risk-free interest rates
|
2.19
|
%
|
1.51
|
%
|
||||
|
Volatility
|
83.20
|
%
|
95.22
|
%
|
||||
|
Dividend yield
|
0
|
%
|
0
|
%
|
||||
|
Options
Available for
Grant
|
Number of
Options
Outstanding
|
Weighted
Average
Exercise
Price
|
||||||||||||
|
January 1, 2013
|
3,745,000
|
3,681,301
|
$
|
1.96
|
||||||||||
|
Granted under 2012 Plan
|
(1,585,000
|
) |
|
1,585,000
|
4.13
|
|||||||||
|
Exercised
|
-
|
(20,000
|
) |
|
2.30
|
|||||||||
|
Forfeited/expired under 2002 Plan
|
-
|
(524,166
|
) |
|
4.01
|
|||||||||
|
Forfeited/expired under 2012 Plan
|
155,000
|
(155,000
|
) |
|
4.18
|
|||||||||
|
December 31, 2013
|
2,315,000
|
4,567,135
|
$
|
2.71
|
||||||||||
|
Granted under 2012 Plan
|
(2,170,000
|
) |
|
2,170,000
|
3.54
|
|||||||||
|
Exercised
|
-
|
(2,060,400
|
) |
|
0.58
|
|||||||||
|
Forfeited/expired under 2002 Plan
|
-
|
(179,491
|
) |
|
4.32
|
|||||||||
|
Forfeited/expired under 2012 Plan
|
522,918
|
(522,918
|
) |
|
3.72
|
|||||||||
|
December 31, 2014
|
667,918
|
3,974,326
|
$
|
4.04
|
||||||||||
|
Options Outstanding
|
Options Exercisable
|
||||||||||||||||||||
|
Range of Exercise
Prices
|
Number
Outstanding
|
Weighted Avg.
Remaining
Contractual Life
(years)
|
Weighted Avg.
Exercise Price
|
Number
Exercisable
|
Weighted Avg.
Exercise Price
|
||||||||||||||||
|
2.52-8.58
|
3,974,326
|
5.57
|
$ |
4.04
|
1,716,099
|
$ |
4.48
|
||||||||||||||
|
$2.52-8.58
|
3,974,326
|
5.57
|
$
|
4.04
|
1,716,099
|
$
|
4.48
|
||||||||||||||
|
Subsidiary Options Outstanding
|
Options Exercisable
|
||||||||||||||||||||
|
Range of Exercise
Prices
|
Number
Outstanding
|
Weighted Avg.
Remaining
Contractual Life (years)
|
Weighted Avg.
Exercise Price
|
Number
Exercisable
|
Weighted Avg.
Exercise Price
|
||||||||||||||||
|
$0.003-$0.75
|
5,256,226
|
4.96
|
$
|
0.36
|
5,091,506
|
$
|
0.37
|
||||||||||||||
|
1.00-1.75
|
1,986,772
|
4.87
|
1.58
|
1,157,886
|
1.50
|
||||||||||||||||
|
2.05-2.34
|
4,361,666
|
5.53
|
2.26
|
2,066,146
|
2.18
|
||||||||||||||||
|
3.88-6.25
|
75,000
|
0.12
|
0.105
|
2,708
|
0.01
|
||||||||||||||||
|
27.00-42.02
|
7,840
|
5.80
|
37.35
|
7,840
|
37.35
|
||||||||||||||||
|
500.00
|
13,167
|
0.04
|
3.31
|
1,993
|
0.86
|
||||||||||||||||
|
$0.003-$500.00
|
11,700,671
|
5.17
|
$
|
1.90
|
8,328,079
|
$
|
1.13
|
||||||||||||||
|
Consideration transferred to BioTime:
|
|||
|
Asterias Series B shares
|
$
|
52,164,568
|
|
|
Warrants to purchase Asterias Series B shares
|
2,012,481
|
||
|
Excess of contributed assets’ value over consideration
|
4,800,063
|
||
|
Total consideration issued
|
$
|
58,977,112
|
|
|
Assets transferred by BioTime:
|
|||
|
BioTime common shares, at fair value
|
$
|
34,985,163
|
|
|
BioTime Warrants, at fair value
|
18,276,406
|
||
|
Cancellation of outstanding obligation to BioTime
|
5,000,000
|
||
|
Investment in affiliates, at cost
|
415,543
|
||
|
Geron asset acquisition related transaction costs paid by BioTime
|
300,000
|
||
|
Total assets transferred
|
$
|
58,977,112
|
|
|
Consideration paid to Geron:
|
|||
|
Asterias Series A shares, net of share issuance costs of $541,800
|
$
|
15,121,222
|
|
|
Obligation to distribute BioTime Warrants
|
18,276,406
|
||
|
Transaction and other costs
|
1,519,904
|
||
|
Total consideration paid
|
$
|
34,917,532
|
|
|
Assets acquired from Geron (preliminary allocation):
|
|||
|
Patents and other intellectual property rights related to hES cells
|
$
|
29,017,009
|
|
|
Deferred tax liability arising from difference in book versus tax basis on Geron intangible assets acquired
|
(11,558,243
|
||
|
IPR&D expensed upon acquisition
|
17,458,766
|
||
|
Total assets and in-process research and development acquired
|
$
|
34,917,532
|
|
|
Years Ending
December 31,
|
Minimum lease
payments
|
|||
|
2015
|
$
|
611,820
|
||
|
2016
|
1,271,226
|
|||
|
2017
|
1,309,295
|
|||
|
2018
|
1,347,364
|
|||
|
2019
|
1,386,792
|
|||
|
Thereafter
|
4,033,933
|
|||
|
Total
|
$
|
9,960,430
|
||
|
Year Ending
December 31,
|
Minimum lease
payments
|
|||
|
2015
|
$ |
1,674,583
|
||
|
2016
|
1,437,345 | |||
|
2017
|
1,323,095 | |||
|
2018
|
1,349,664 | |||
|
2019
|
1,386,792 | |||
|
Thereafter
|
4,033,933 | |||
|
Total
|
$ |
11,205,412
|
||
|
Deferred tax assets/(liabilities):
|
2014
|
2013
|
||||||
|
Net operating loss carryforwards
|
$
|
58,693,000
|
$
|
46,711,000
|
||||
|
Research & development and other credits
|
5,230,000
|
2,329,000
|
||||||
|
Patents and licenses
|
(8,153,000
|
)
|
(11,934,000
|
)
|
||||
|
Stock options
|
1,561,000
|
-
|
||||||
|
Other, net
|
(1,000
|
)
|
737,000
|
|||||
|
Total
|
57,330,000
|
37,843,000
|
||||||
|
Valuation allowance
|
(61,844,000
|
) |
(46,121,000
|
)
|
||||
|
Net deferred tax liabilities
|
$
|
(4,514,000
|
)
|
$
|
(8,278,000
|
)
|
||
|
Year Ended December 31,
|
||||||||||||
|
2014
|
2013
|
2012
|
||||||||||
|
Computed tax benefit at federal statutory rate
|
34
|
%
|
34
|
%
|
34
|
%
|
||||||
|
Research & development and other credits
|
3
|
%
|
-
|
-
|
||||||||
|
Permanent differences
|
(1
|
%)
|
(15
|
%)
|
(3
|
%)
|
||||||
|
Losses for which no benefit has been recognized
|
(24
|
%)
|
(18
|
%)
|
(28
|
%)
|
||||||
|
State tax benefit, net of effect on federal income taxes
|
3
|
%
|
4
|
%
|
-
|
|||||||
|
Foreign rate differential
|
(1
|
%)
|
1
|
%
|
(3
|
%)
|
||||||
| 14 | % |
6
|
%
|
0
|
%
|
|||||||
|
Revenues for the Year ending December 31,
|
||||||||||||||||
|
Geographic Area
|
2014
|
2013
|
2012
|
|||||||||||||
|
Domestic
|
$
|
3,585,729
|
$
|
2,106,161
|
$
|
2,529,669
|
||||||||||
|
Asia
|
1,657,475
|
2,328,175
|
1,385,658
|
|||||||||||||
|
Total revenues
|
$
|
5,243,204
|
$
|
4,434,336
|
$
|
3,915,327
|
||||||||||
|
·
|
One grant is for $270,262 (the “2014 NIH Grant #1”). During 2014, BioTime received $71,544 and recognized as revenues $127,584 under the 2014 NIH Grant #1. The 2014 NIH Grant #1 period will end on August 31, 2015.
|
|
·
|
A second NIH grant is for $292,262 (the “2014 NIH Grant #2”). During 2014, BioTime received $64,899 and recognized as revenues $116,854 under the 2014 NIH Grant #2. The 2014 NIH Grant #2 period will end on August 31, 2015.
|
|
·
|
The third NIH grant is for $224,911 (the “2014 NIH Grant #3”). During 2014, BioTime received $63,563 and recognized as revenues $87,382 under the 2014 NIH Grant #3. The 2014 NIH Grant #3 period will end on April 30, 2016.
|
|
Revenues for the Year ending December 31,
|
|||||||||||||||
|
Sources of Revenues
|
2014
|
2013
|
2012
|
||||||||||||
|
Hospira
|
3.0%
|
|
6.5%
|
|
11.0%
|
||||||||||
|
CJ Health
|
1.0%
|
|
1.7%
|
|
2.9%
|
||||||||||
|
Summit
(1)
|
-%
|
|
20.3%
|
|
3.7%
|
||||||||||
|
CIRM
|
19.7%
|
|
-%
|
|
26.7%
|
||||||||||
|
NIH
|
12.5%
|
|
5.0%
|
|
1.2%
|
||||||||||
|
OCS
|
31.3%
|
|
27.9%
|
|
26.0%
|
||||||||||
|
Subscription and Advertising (various customers)
|
32.5%
|
|
38.6%
|
|
28.5%
|
||||||||||
|
(1)
|
BioTime recognized the unamortized balance of the Summit license fees during the fourth quarter of 2013 as a result of the termination of its license agreements with Summit.
|
|
Year Ended December 31, 2014
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
|||||||||||||||
|
Revenues, net
|
$
|
934,721
|
$
|
855,435
|
$
|
960,202
|
$
|
1,664,563
|
|||||||||||
|
Operating expenses
|
12,072,564
|
13,917,109
|
13,097,791
|
16,069,154
|
|||||||||||||||
|
Loss from operations
|
(11,137,843
|
) |
|
(13,061,674
|
) |
|
(12,137,589
|
) |
|
(14,404,591 | ) | ||||||||
|
Net loss attributable to BioTime, Inc.
(1)
|
(8,099,014
|
) |
|
(9,520,190
|
) |
|
(8,267,925
|
) |
|
(10,567,537
|
) | ||||||||
|
Basic and diluted net loss per share
|
$ |
(0.14
|
) |
|
$ |
(0.16
|
) |
|
$ |
(0.12
|
) |
|
$ |
(0.14
|
) | ||||
|
Year Ended December 31, 2013
|
|||||||||||||||||||
|
Revenues, net
|
$
|
431,724
|
$
|
1,035,514
|
$
|
507,384
|
$
|
1,670,063
|
|||||||||||
|
Acquired in-process research and development
(2)
|
-
|
-
|
-
|
17,458,766
|
|||||||||||||||
|
Operating expenses
|
8,811,633
|
9,151,965
|
10,709,337
|
13,504,740
|
|||||||||||||||
|
Loss from operations
|
(8,379,909
|
) |
|
(8,116,451
|
) |
|
(10,201,953
|
) |
|
(29,293,443
|
) | ||||||||
|
Net loss attributable to BioTime, Inc.
(1)
|
(7,719,263
|
) |
|
(7,549,765
|
) |
|
(9,003,168
|
) |
|
(19,612,314
|
) | ||||||||
|
Basic and diluted net loss per share
|
$ |
(0.15
|
) |
|
$ |
(0.14
|
) |
|
$ |
(0.16
|
) |
|
$ |
(0.35
|
) | ||||
| (1) | Net of $7,375,611 and $3,280,695 of deferred income tax benefits for 2014 and 2013 respectively. |
| (2) | Includes IPR&D expenses related to intangible assets acquired by Asterias from Geron under the Asset Contribution Agreement. IPR&D represents the value of incomplete research and development projects which Asterias intends to continue. See Notes 2 and 14. |
| · | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; |
| · | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and |
| · | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters |
| (a-1) | Financial Statements. |
| (a-2) | Financial Statement Schedules |
| (a-3) | Exhibits. |
|
Exhibit
Numbers
|
Description
|
|
2.1
|
Asset Contribution Agreement, dated January 4, 2013, by and among BioTime, Inc., BioTime Acquisition Corporation, and Geron Corporation. Schedules to the Asset Contribution Agreement have been omitted. BioTime agrees to furnish supplementally a copy of the omitted schedules to the Commission upon request. (1)
|
|
3.1
|
Articles of Incorporation with all amendments (2)
|
|
3.2
|
By-Laws, As Amended (3)
|
|
4.1
|
Specimen of Common Share Certificate (4)
|
|
4.2
|
Specimen of Series A Convertible Preferred Stock Certificate (5)
|
|
4.3
|
Certificate of Determination of Series A Convertible Preferred Stock (5)
|
|
4.4
|
Warrant Agreement between BioTime, Inc. and Romulus Films, Ltd. (6)
|
|
4.5
|
Form of Warrant. (included in Exhibit 4.4) (6)
|
|
4.6
|
Form of Warrant Issued June 2013 (7)
|
|
4.7
|
Warrant Agreement, dated as of October 1, 2013, as amended September 19, 2014, between BioTime, Inc. and American Stock Transfer & Trust Company, LLC as Warrant Agent for the benefit of Asterias Biotherapeutics, Inc. (8)
|
|
4.8
|
Warrant Issued October 1, 2013 to Asterias Biotherapeutics, Inc. (included in Exhibit 4.7) (8)
|
|
10.1
|
Intellectual Property Agreement between BioTime, Inc. and Hal Sternberg (4)
|
|
10.2
|
Intellectual Property Agreement between BioTime, Inc. and Judith Segall (4)
|
|
10.3
|
2002 Stock Option Plan, as amended (9)
|
|
10.4
|
Exclusive License Agreement between Abbott Laboratories and BioTime, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (10)
|
|
10.5
|
Modification of Exclusive License Agreement between Abbott Laboratories and BioTime, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (11)
|
|
10.6
|
Exclusive License Agreement between BioTime, Inc. and CJ Corp. (12)
|
|
10.7
|
Amendment to Exclusive License Agreement Between BioTime, Inc. and Hospira, Inc. (13)
|
|
10.8
|
Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Michael D. West. (14)
|
|
10.9
|
Commercial License and Option Agreement between BioTime and Wisconsin Alumni Research Foundation (15)
|
|
10.10
|
License Agreement, dated July 10, 2008, between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. (16)
|
|
10.11
|
License Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. (17)
|
|
10.12
|
Sublicense Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. (17)
|
|
10.13
|
First Amendment of Commercial License and Option Agreement, dated March 11, 2009, between BioTime and Wisconsin Alumni Research Foundation (18)
|
|
10.14
|
Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Robert Peabody (18)
|
|
10.15
|
Registration Rights Agreement between OncoCyte Corporation and
George Karfunkel (19)
|
|
10.16
|
Amended and Restated Shareholders Agreement, dated October 7, 2010, by and among ES Cell International Pte. Ltd, BioTime, Inc., Teva Pharmaceutical Industries, Limited, HBL-Hadasit Bio-Holdings, Ltd., and Cell Cure Neurosciences Ltd. (20)
|
|
10.17
|
Research and Exclusive License Option Agreement, dated October 7, 2010, between Teva Pharmaceutical Industries, Ltd. and Cell Cure Neurosciences Ltd. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (20)
|
|
10.18
|
Amended and Restated Research and License Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. (20)
|
|
10.19
|
Additional Research Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. (20)
|
|
10.20
|
Exclusive License Agreement, dated November 20, 2007, between Cell Targeting, Inc. and Burnham Institute for Medical Research (20)
|
|
10.21
|
OncoCyte Corporation 2010 Stock Option Plan;
Form of OncoCyte Corporation Stock Option Agreement (20)
|
|
10.22
|
OrthoCyte Corporation 2010 Stock Option Plan;
Form of OrthoCyte Corporation Stock Option Agreement (20)
|
|
10.23
|
BioTime Asia, Limited 2010 Stock Option Plan;
Form of BioTime Asia Limited Stock Option Agreement (20)
|
|
10.24
|
Lease, dated October 28, 2010, between SKS Harbor Bay Associates, LLC and BioTime, Inc. (20)
|
|
10.25
|
License Agreement between BioTime, Inc. and Cornell University (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (21)
|
|
10.26
|
LifeMap, Inc. 2011 Stock Option Plan; and
Form of LifeMap, Inc. Stock Option Agreement (22)
|
|
10.27
|
Share Exchange and Contribution Agreement, dated July 24, 2012, among LifeMap Sciences, Inc., Alfred D. Kingsley, and Greenway Partners, L.P. (23)
|
|
10.28
|
Exclusive License Agreement, dated February 15, 2006, between Glycosan BioSystems, Inc. and the University of Utah Research Foundation, as amended (24)
|
|
10.29
|
Amendment to Share Exchange and Contribution Agreement, dated September 28, 2012, by and among LifeMap Sciences, Inc., Alfred D. Kingsley, and Greenway Partners, L.P. (24)
|
|
10.30
|
Amendment to Share Exchange and Contribution Agreement, dated November 30, 2012, by and among LifeMap Sciences, Inc., Alfred D. Kingsley, and Greenway Partners, L.P. (25)
|
|
10.31
|
Indemnification Agreement, dated January 4, 2013, by and among BioTime, Inc., Broadwood Partners, L.P, and Neal Bradsher (1)
|
|
10.32
|
Indemnification Agreement, dated January 4, 2013, by and among BioTime, Inc., Alfred D. Kingsley, Greenbelt Corp. and Greenway Partners, L.P. (1)
|
|
10.33
|
Business Park Lease, dated January 7, 2013, between David D. Bohannon Organization and BioTime, Inc. (25)
|
|
10.34
|
Stock and Warrant Purchase Agreement, dated June 3, 2013, between BioTime, Inc. and certain investors (26)
|
|
10.35
|
Option Agreement, dated June 3, 2013, between BioTime, Inc. and certain investors (26)
|
|
10.36
|
Client Referral and Solicitation Agreement, dated April 1, 2013, between BioTime, Inc., LifeMap Sciences, Inc. and OBEX Securities, LLC (7)
|
|
10.37
|
Royalty Agreement, dated October 1, 2013, between Asterias Biotherapeutics, Inc. and Geron Corporation (27)
|
|
10.38
|
Exclusive Sublicense Agreement, dated October 1, 2013, between Geron Corporation and Asterias Biotherapeutics, Inc. (27)
|
|
10.39
|
Exclusive License Agreement, dated February 20, 2003, and First Amendment thereto dated September 7, 2004, between The Regents of the University of California and Geron Corporation (27)
|
|
10.40
|
Non-Exclusive License Agreement, dated as of October 7, 2013, between the Wisconsin Alumni Research Foundation and Asterias Biotherapeutics, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (27)
|
|
10.41
|
Equity Incentive Plan (27)
|
|
10.42
|
Form of Employee Incentive Stock Option Agreement (27)
|
|
10.43
|
Form of Non-employee Director Stock Option Agreement (27)
|
|
10.44
|
Asterias Biotherapeutics, Inc. Equity Incentive Plan (28)
|
|
10.45
|
Form of Asterias Biotherapeutics, Inc Employee Incentive Stock Option Agreement (29)
|
|
10.46
|
Form of Asterias Biotherapeutics, Inc Non-employee Director Stock Option Agreement (29)
|
|
10.47
|
Lease, dated December 30, 2013, by and between BMR 6300 Dumbarton Circle, LP, and Asterias Biotherapeutics, Inc.(30)
|
|
10.48
|
Preferred Stock Purchase Agreement, dated March 4, 2014, between BioTime and certain investors(30)
|
|
10.49
|
Option Agreement, dated March 4, 2014, between BioTime and certain investors(30)
|
|
10.50
|
Co-Development and Option Agreement, dated May 6, 2014, between LifeMap Solutions, Inc. and the Icahn School of Medicine at Mount Sinai (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (31)
|
|
10.51
|
Stock Purchase Agreement, dated May 6, 2014, between LifeMap Sciences, Inc. and BioTime, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (31)
|
|
10.52
|
Stock Purchase Agreement, dated June 12, 2014, between Pedro Lichtinger and Asterias Biotherapeutics, Inc. (31)
|
|
10.53
|
Purchase Agreement, dated June 13, 2014, between Broadwood Partners, L.P. and Asterias Biotherapeutics, Inc. (31)
|
|
10.54
|
Purchase Agreement, dated June 13, 2014, between The George Karfunkel 2007 Grantor Trust #1 and Asterias Biotherapeutics, Inc. (31)
|
|
10.55
|
Registration Rights Agreement, dated June 16, 2014, between The George Karfunkel 2007 Grantor Trust #1, Broadwood Partners, L.P., and Asterias Biotherapeutics, Inc. (31)
|
|
10.56
|
Employment Agreement, dated as of June 9, 2014, between Pedro Lichtinger and Asterias Biotherapeutics, Inc. (31)
|
|
10.57
|
LifeMap Solutions, Inc. 2014 Stock Option Plan (31)
|
|
10.58
|
Form of LifeMap Solutions, Inc. Incentive Stock Option Agreement (31)
|
|
10.59
|
Form of LifeMap Solutions, Inc. Stock Option Agreement (31)
|
|
10.60
|
Clinical Trial and Option Agreement, dated September 8, 2014, between Asterias Biotherapeutics, Inc. and Cancer Research UK and Cancer Research Technology Limited(Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (32)
|
| 10.61 |
Notice of Grant Award, dated as of October 16, 2014, between the California Institute for Regenerative Medicine and Asterias Biotherapeutics, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment)*
|
| 10.62 |
Amendment to Notice of Grant Award, dated as of November 26, 2014, between the California Institute for Regenerative Medicine and Asterias Biotherapeutics, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment)*
|
|
10.63
|
Consulting Agreement, dated December 15, 2014, between BioTime, Inc. and William P. Tew *
|
|
10.64
|
Employment Agreement, dated December 29, 2014, between BioTime, Inc. Aditya Mohanty *
|
|
10.65
|
Subscription Agreements between Asterias Biotherapeutics, Inc. and the investors named therein *
|
|
21.1
|
List of Subsidiaries*
|
|
23.1
|
Consent of OUM & Co. LLP*
|
|
23.2
|
Consent of Rothstein Kass*
|
|
31
|
Rule 13a-14(a)/15d-14(a) Certification *
|
|
32
|
Section 1350 Certification*
|
|
101
|
Interactive Data File *
|
|
101.INS
|
XBRL Instance Document *
|
|
101.SCH
|
XBRL Taxonomy Extension Schema *
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase *
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase *
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase *
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase *
|
| (1) | Incorporated by reference to BioTime’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2013 |
| (2) | Incorporated by reference to BioTime’s Annual Report on Form 10-K/A-1 for the year ended December 31, 2013 |
| (3) | Incorporated by reference to Registration Statement on Form S-1, File Number 33-48717 and Post-Effective Amendment No. 1 thereto filed with the Securities and Exchange Commission on June 22, 1992, and August 27, 1992, respectively |
| (4) | Incorporated by reference to Registration Statement on Form S-1, File Number 33-44549 filed with the Securities and Exchange Commission on December 18, 1991, and Amendment No. 1 and Amendment No. 2 thereto filed with the Securities and Exchange Commission on February 6, 1992 and March 7, 1992, respectively |
| (5) | Incorporated by reference to BioTime’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2014 |
| (6) | Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2012 |
| (7) | Incorporated by reference to BioTime’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2013 |
| (8) | Incorporated by reference to BioTime’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 23, 2014 |
| (9) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 |
| (10) | Incorporated by reference to BioTime’s Current Report on Form 8-K, filed April 24, 1997 |
| (11) | Incorporated by reference to BioTime’s Form Quarterly Report on 10-Q for the quarter ended June 30, 1999 |
| (12) | Incorporated by reference to BioTime’s Annual Report on Form 10-K/A-1 for the year ended December 31, 2002 |
| (13) | Incorporated by reference to BioTime’s Current Report on Form 8-K, filed January 13, 2006 |
| (14) | Incorporated by reference to BioTime’s Annual Report on Form 10-KSB for the year ended December 31, 2007 |
| (15) | Incorporated by reference to BioTime’s Current Report on Form 8-K, filed January 9, 2008 |
| (16) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 |
| (17) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 |
| (18) | Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2008 |
| (19) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 |
| (20) | Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2010 |
| (21) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 |
| (22) | Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2011 |
| (23) | Incorporated by reference to Registration Statement on Form S-3, File Number 333-182964 filed with the Securities and Exchange Commission on July 31, 2012 |
| (24) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 |
| (25) | Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2012 |
| (26) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 |
| (27) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 |
| (28) | Incorporated by reference to Amendment No. 1 to Registration Statement on Form S-1 (333-187706) filed by Asterias Biotherapeutics, Inc. with the Securities and Exchange Commission on June 26, 2013 |
| (29) | Incorporated by reference to Amendment No. 2 to Registration Statement on Form S-1 (333-187706) filed by Asterias Biotherapeutics, Inc. with the Securities and Exchange Commission on August 13, 2013 |
| (30) | Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2013 |
| (31) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 |
| (32) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q/A-1 for the quarter ended September 30, 2014 |
| * | Filed herewith |
|
BIOTIME, INC.
|
|||
|
By:
|
/s/
Michael D. West
|
||
|
Michael D. West, Ph.D.
|
|||
|
Chief Executive Officer
|
|||
|
Signature
|
Title
|
Date
|
|||
|
/s/
Michael D. West
|
Chief Executive Officer and
|
March 10, 2015
|
|||
|
MICHAEL D. WEST, PH.D.
|
Director (Principal Executive Officer)
|
||||
|
/s/
Robert W. Peabody
|
Chief Financial Officer (Principal
|
March 10, 2015
|
|||
|
ROBERT W. PEABODY
|
Financial and Accounting Officer)
|
||||
|
/s/
Deborah Andrews
|
Director
|
March 10, 2015
|
|||
|
DEBORAH ANDREWS
|
|||||
|
/s/
Neal C. Bradsher
|
Director
|
March 10, 2015
|
|||
|
NEAL C. BRADSHER
|
|||||
|
/s/
Stephen L. Cartt
|
Director
|
March 10, 2015
|
|||
|
STEPHEN L. CARTT
|
|||||
|
/s/
Stephen C. Farrell
|
Director
|
March 10, 2015
|
|||
|
STEPHEN C. FARRELL
|
|||||
|
/s/
Alfred D. Kingsley
|
Director
|
March 10, 2015
|
|||
|
ALFRED D. KINGSLEY
|
|||||
|
Director
|
March __, 2015
|
||||
|
MICHAEL H. MULROY
|
|||||
|
|
Director
|
March __, 2015
|
|||
|
ANGUS C. RUSSELL
|
|||||
|
/s/
David Schlachet
|
Director
|
March 10, 2015
|
|||
|
DAVID SCHLACHET
|
|||||
|
/s/
Judith Segall
|
Director
|
March 10, 2015
|
|||
|
JUDITH SEGALL
|
|
Exhibit
Numbers
|
Description
|
|
2.1
|
Asset Contribution Agreement, dated January 4, 2013, by and among BioTime, Inc., BioTime Acquisition Corporation, and Geron Corporation. Schedules to the Asset Contribution Agreement have been omitted. BioTime agrees to furnish supplementally a copy of the omitted schedules to the Commission upon request. (1)
|
|
3.1
|
Articles of Incorporation with all amendments (2)
|
|
3.2
|
By-Laws, As Amended (3)
|
|
4.1
|
Specimen of Common Share Certificate (4)
|
|
4.2
|
Specimen of Series A Convertible Preferred Stock Certificate (5)
|
|
4.3
|
Certificate of Determination of Series A Convertible Preferred Stock (5)
|
|
4.4
|
Warrant Agreement between BioTime, Inc. and Romulus Films, Ltd. (6)
|
|
4.5
|
Form of Warrant. (included in Exhibit 4.4) (6)
|
|
4.6
|
Form of Warrant Issued June 2013 (7)
|
|
4.7
|
Warrant Agreement, dated as of October 1, 2013, as amended September 19, 2014, between BioTime, Inc. and American Stock Transfer & Trust Company, LLC as Warrant Agent for the benefit of Asterias Biotherapeutics, Inc. (8)
|
|
4.8
|
Warrant Issued October 1, 2013 to Asterias Biotherapeutics, Inc. (included in Exhibit 4.7) (8)
|
|
10.1
|
Intellectual Property Agreement between BioTime, Inc. and Hal Sternberg (4)
|
|
10.2
|
Intellectual Property Agreement between BioTime, Inc. and Judith Segall (4)
|
|
10.3
|
2002 Stock Option Plan, as amended (9)
|
|
10.4
|
Exclusive License Agreement between Abbott Laboratories and BioTime, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (10)
|
|
10.5
|
Modification of Exclusive License Agreement between Abbott Laboratories and BioTime, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (11)
|
|
10.6
|
Exclusive License Agreement between BioTime, Inc. and CJ Corp. (12)
|
|
10.7
|
Amendment to Exclusive License Agreement Between BioTime, Inc. and Hospira, Inc. (13)
|
|
10.8
|
Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Michael D. West. (14)
|
|
10.9
|
Commercial License and Option Agreement between BioTime and Wisconsin Alumni Research Foundation (15)
|
|
10.10
|
License Agreement, dated July 10, 2008, between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. (16)
|
|
10.11
|
License Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. (17)
|
|
10.12
|
Sublicense Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. (17)
|
|
10.13
|
First Amendment of Commercial License and Option Agreement, dated March 11, 2009, between BioTime and Wisconsin Alumni Research Foundation (18)
|
|
10.14
|
Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Robert Peabody (18)
|
|
10.15
|
Registration Rights Agreement between OncoCyte Corporation and
George Karfunkel (19)
|
|
10.16
|
Amended and Restated Shareholders Agreement, dated October 7, 2010, by and among ES Cell International Pte. Ltd, BioTime, Inc., Teva Pharmaceutical Industries, Limited, HBL-Hadasit Bio-Holdings, Ltd., and Cell Cure Neurosciences Ltd. (20)
|
|
10.17
|
Research and Exclusive License Option Agreement, dated October 7, 2010, between Teva Pharmaceutical Industries, Ltd. and Cell Cure Neurosciences Ltd. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (20)
|
|
10.18
|
Amended and Restated Research and License Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. (20)
|
|
10.19
|
Additional Research Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. (20)
|
|
10.20
|
Exclusive License Agreement, dated November 20, 2007, between Cell Targeting, Inc. and Burnham Institute for Medical Research (20)
|
|
10.21
|
OncoCyte Corporation 2010 Stock Option Plan;
Form of OncoCyte Corporation Stock Option Agreement (20)
|
|
10.22
|
OrthoCyte Corporation 2010 Stock Option Plan;
Form of OrthoCyte Corporation Stock Option Agreement (20)
|
|
10.23
|
BioTime Asia, Limited 2010 Stock Option Plan;
Form of BioTime Asia Limited Stock Option Agreement (20)
|
|
10.24
|
Lease, dated October 28, 2010, between SKS Harbor Bay Associates, LLC and BioTime, Inc. (20)
|
|
10.25
|
License Agreement between BioTime, Inc. and Cornell University (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (21)
|
|
10.26
|
LifeMap, Inc. 2011 Stock Option Plan; and
Form of LifeMap, Inc. Stock Option Agreement (22)
|
|
10.27
|
Share Exchange and Contribution Agreement, dated July 24, 2012, among LifeMap Sciences, Inc., Alfred D. Kingsley, and Greenway Partners, L.P. (23)
|
|
10.28
|
Exclusive License Agreement, dated February 15, 2006, between Glycosan BioSystems, Inc. and the University of Utah Research Foundation, as amended (24)
|
|
10.29
|
Amendment to Share Exchange and Contribution Agreement, dated September 28, 2012, by and among LifeMap Sciences, Inc., Alfred D. Kingsley, and Greenway Partners, L.P. (24)
|
|
10.30
|
Amendment to Share Exchange and Contribution Agreement, dated November 30, 2012, by and among LifeMap Sciences, Inc., Alfred D. Kingsley, and Greenway Partners, L.P. (25)
|
|
10.31
|
Indemnification Agreement, dated January 4, 2013, by and among BioTime, Inc., Broadwood Partners, L.P, and Neal Bradsher (1)
|
|
10.32
|
Indemnification Agreement, dated January 4, 2013, by and among BioTime, Inc., Alfred D. Kingsley, Greenbelt Corp. and Greenway Partners, L.P. (1)
|
|
10.33
|
Business Park Lease, dated January 7, 2013, between David D. Bohannon Organization and BioTime, Inc. (25)
|
|
10.34
|
Stock and Warrant Purchase Agreement, dated June 3, 2013, between BioTime, Inc. and certain investors (26)
|
|
10.35
|
Option Agreement, dated June 3, 2013, between BioTime, Inc. and certain investors (26)
|
|
10.36
|
Client Referral and Solicitation Agreement, dated April 1, 2013, between BioTime, Inc., LifeMap Sciences, Inc. and OBEX Securities, LLC (7)
|
|
10.37
|
Royalty Agreement, dated October 1, 2013, between Asterias Biotherapeutics, Inc. and Geron Corporation (27)
|
|
10.38
|
Exclusive Sublicense Agreement, dated October 1, 2013, between Geron Corporation and Asterias Biotherapeutics, Inc. (27)
|
|
10.39
|
Exclusive License Agreement, dated February 20, 2003, and First Amendment thereto dated September 7, 2004, between The Regents of the University of California and Geron Corporation (27)
|
|
10.40
|
Non-Exclusive License Agreement, dated as of October 7, 2013, between the Wisconsin Alumni Research Foundation and Asterias Biotherapeutics, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (27)
|
|
10.41
|
Equity Incentive Plan (27)
|
|
10.42
|
Form of Employee Incentive Stock Option Agreement (27)
|
|
10.43
|
Form of Non-employee Director Stock Option Agreement (27)
|
|
10.44
|
Asterias Biotherapeutics, Inc. Equity Incentive Plan (28)
|
|
10.45
|
Form of Asterias Biotherapeutics, Inc Employee Incentive Stock Option Agreement (29)
|
|
10.46
|
Form of Asterias Biotherapeutics, Inc Non-employee Director Stock Option Agreement (29)
|
|
10.47
|
Lease, dated December 30, 2013, by and between BMR 6300 Dumbarton Circle, LP, and Asterias Biotherapeutics, Inc.(30)
|
|
10.48
|
Preferred Stock Purchase Agreement, dated March 4, 2014, between BioTime and certain investors(30)
|
|
10.49
|
Option Agreement, dated March 4, 2014, between BioTime and certain investors(30)
|
|
10.50
|
Co-Development and Option Agreement, dated May 6, 2014, between LifeMap Solutions, Inc. and the Icahn School of Medicine at Mount Sinai (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (31)
|
|
10.51
|
Stock Purchase Agreement, dated May 6, 2014, between LifeMap Sciences, Inc. and BioTime, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (31)
|
|
10.52
|
Stock Purchase Agreement, dated June 12, 2014, between Pedro Lichtinger and Asterias Biotherapeutics, Inc. (31)
|
|
10.53
|
Purchase Agreement, dated June 13, 2014, between Broadwood Partners, L.P. and Asterias Biotherapeutics, Inc. (31)
|
|
10.54
|
Purchase Agreement, dated June 13, 2014, between The George Karfunkel 2007 Grantor Trust #1 and Asterias Biotherapeutics, Inc. (31)
|
|
10.55
|
Registration Rights Agreement, dated June 16, 2014, between The George Karfunkel 2007 Grantor Trust #1, Broadwood Partners, L.P., and Asterias Biotherapeutics, Inc. (31)
|
|
10.56
|
Employment Agreement, dated as of June 9, 2014, between Pedro Lichtinger and Asterias Biotherapeutics, Inc. (31)
|
|
10.57
|
LifeMap Solutions, Inc. 2014 Stock Option Plan (31)
|
|
10.58
|
Form of LifeMap Solutions, Inc. Incentive Stock Option Agreement (31)
|
|
10.59
|
Form of LifeMap Solutions, Inc. Stock Option Agreement (31)
|
|
10.60
|
Clinical Trial and Option Agreement, dated September 8, 2014, between Asterias Biotherapeutics, Inc. and Cancer Research UK and Cancer Research Technology Limited(Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (32)
|
| 10.61 |
Notice of Grant Award, dated as of October 16, 2014, between the California Institute for Regenerative Medicine and Asterias Biotherapeutics, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment)*
|
| 10.62 |
Amendment to Notice of Grant Award, dated as of November 26, 2014, between the California Institute for Regenerative Medicine and Asterias Biotherapeutics, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment)*
|
|
Consulting Agreement, dated December 15, 2014, between BioTime, Inc. and William P. Tew *
|
|
|
Employment Agreement, dated December 29, 2014, between BioTime, Inc. Aditya Mohanty *
|
|
|
Subscription Agreements between Asterias Biotherapeutics, Inc. and the investors named therein *
|
|
|
List of Subsidiaries*
|
|
|
Consent of OUM & Co. LLP*
|
|
|
Consent of Rothstein Kass*
|
|
|
Rule 13a-14(a)/15d-14(a) Certification *
|
|
|
Section 1350 Certification*
|
|
|
101
|
Interactive Data File *
|
|
101.INS
|
XBRL Instance Document *
|
|
101.SCH
|
XBRL Taxonomy Extension Schema *
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase *
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase *
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase *
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase *
|
| (1) | Incorporated by reference to BioTime’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2013 |
| (2) | Incorporated by reference to BioTime’s Annual Report on Form 10-K/A-1 for the year ended December 31, 2013 |
| (3) | Incorporated by reference to Registration Statement on Form S-1, File Number 33-48717 and Post-Effective Amendment No. 1 thereto filed with the Securities and Exchange Commission on June 22, 1992, and August 27, 1992, respectively |
| (4) | Incorporated by reference to Registration Statement on Form S-1, File Number 33-44549 filed with the Securities and Exchange Commission on December 18, 1991, and Amendment No. 1 and Amendment No. 2 thereto filed with the Securities and Exchange Commission on February 6, 1992 and March 7, 1992, respectively |
| (5) | Incorporated by reference to BioTime’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2014 |
| (6) | Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2012 |
| (7) | Incorporated by reference to BioTime’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2013 |
| (8) | Incorporated by reference to BioTime’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 23, 2014 |
| (9) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 |
| (10) | Incorporated by reference to BioTime’s Current Report on Form 8-K, filed April 24, 1997 |
| (11) | Incorporated by reference to BioTime’s Form Quarterly Report on 10-Q for the quarter ended June 30, 1999 |
| (12) | Incorporated by reference to BioTime’s Annual Report on Form 10-K/A-1 for the year ended December 31, 2002 |
| (13) | Incorporated by reference to BioTime’s Current Report on Form 8-K, filed January 13, 2006 |
| (14) | Incorporated by reference to BioTime’s Annual Report on Form 10-KSB for the year ended December 31, 2007 |
| (15) | Incorporated by reference to BioTime’s Current Report on Form 8-K, filed January 9, 2008 |
| (16) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 |
| (17) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 |
| (18) | Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2008 |
| (19) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 |
| (20) | Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2010 |
| (21) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 |
| (22) | Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2011 |
| (23) | Incorporated by reference to Registration Statement on Form S-3, File Number 333-182964 filed with the Securities and Exchange Commission on July 31, 2012 |
| (24) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 |
| (25) | Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2012 |
| (26) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 |
| (27) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 |
| (28) | Incorporated by reference to Amendment No. 1 to Registration Statement on Form S-1 (333-187706) filed by Asterias Biotherapeutics, Inc. with the Securities and Exchange Commission on June 26, 2013 |
| (29) | Incorporated by reference to Amendment No. 2 to Registration Statement on Form S-1 (333-187706) filed by Asterias Biotherapeutics, Inc. with the Securities and Exchange Commission on August 13, 2013 |
| (30) | Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2013 |
| (31) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 |
| (32) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q/A-1 for the quarter ended September 30, 2014 |
| * | Filed herewith |
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
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| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
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