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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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Page
Number
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Part I.
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Financial Information
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Item 1 -
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4
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Item 1A
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48
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Item 1B
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57
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Item 2 -
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57
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Item 3 -
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57
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Item 4 -
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57
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Part II.
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Other Information
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Item 5 -
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58
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Item 6 -
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62
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Item 7 -
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64
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Item 7A -
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76
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Item 8 -
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78
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Item 9 -
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109
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Item 9A-
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109
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Item 9B
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110
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Part III.
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Item 10 -
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111
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Item 11 -
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111
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Item 12 -
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111
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Item 13 -
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111
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Item 14 -
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111
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Part IV
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Item 15 -
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112
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117
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●
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Commercial Distribution of ACTCellerate™ hEPC lines.
|
|
●
|
CIRM Grant TR-1276
|
●
|
Retinal cell therapies
OpRegen
™ and
OpRegen-Plus
™
are Cell Cure Neurosciences’ proprietary formulations of embryonic stem cell-derived retinal pigmented epithelial (“RPE”) cells developed to address the high, unmet medical needs of people suffering from age-related macular degeneration (“dry AMD”).
OpRegen-Plus
™ is a formulation of RPE cells bound to a membrane.
|
●
|
Cell therapy products for neurodegenerative diseases. Cell Cure Neurosciences is developing neural progenitor cells designed to replace the dopamine producing cells destroyed in Parkinson’s disease, and
NeurArrest
™, neural cells that target and modulate the immune system’s self-destruction of the myelin coating of nerve cells in multiple sclerosis.
|
|
●
|
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
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
Hospira
|
|
63%
|
|
|
68%
|
|
|
73%
|
|
CJ
|
|
15%
|
|
|
20%
|
|
|
17%
|
|
Summit
|
|
14%
|
|
|
12%
|
|
|
10%
|
|
Betalogics
|
|
8%
|
|
|
-
|
|
|
-
|
|
|
|
Revenues for Year Ending December 31,
|
|
|||||||||
Geographic Area
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
Domestic
|
|
$
|
719,958
|
|
|
$
|
839,740
|
|
|
$
|
996,681
|
|
Asia
|
|
|
300,680
|
|
|
|
398,625
|
|
|
|
376,102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues
|
|
$
|
1,020,638
|
|
|
$
|
1,238,365
|
|
|
$
|
1,372,783
|
|
●
|
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
|
|
●
|
listed on the National Institutes of Health Human Embryonic Stem Cell Registry; or
|
|
●
|
deposited in the United Kingdom Stem Cell Bank; or
|
|
●
|
derived by, or approved for use by, a licensee of the United Kingdom Human Fertilisation and Embryology Authority; or
|
|
●
|
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
|
|
●
|
derived under the following conditions:
|
●
|
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:
|
|
●
|
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 $13,699,691, $8,191,314, and $3,181,729 during the fiscal years ended December 31, 2011, 2010, and 2009, respectively.
|
●
|
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.
|
|
●
|
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 research 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 pharmaceutical products. The growth in stem cell research also depends upon the availability of funding through private investment and government research grants.
|
|
●
|
There can be no assurance that any safe and efficacious human medical applications will be developed using stem cells or related technology.
|
|
●
|
Government-imposed restrictions and religious, moral, and ethical concerns with respect to use of embryos or human embryonic stem (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 human embryonic stem cells.
|
|
●
|
Hextend
®
is presently the only plasma expander product that we have on the market, and it is being sold only in the U.S. and South Korea. The royalty revenues that we have received from sales of
Hextend
®
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 will receive additional license fees and royalties if our licensees are successful in marketing
Hextend
®
and
PentaLyte
®
in Japan, Taiwan, and China, but they have not yet obtained the regulatory approvals required to begin selling those products.
|
|
●
|
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/McGaw presently markets
Hespan
®
, an artificial plasma volume expander, and Hospira and Baxter International, Inc. manufacture and 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, 2011, we had $22,211,897 of cash and cash equivalents on hand. 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 have already curtailed the pace and scope of our plasma volume expander development efforts due to the limited amount of funds available, and we may have to postpone other laboratory research and development work unless our cash resources increase through a growth in revenues or additional equity investment or borrowing.
|
|
●
|
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 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 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 NDAs 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.
|
|
●
|
Government-imposed restrictions with respect to the use of embryos or hES cells in research and development could limit our ability to conduct research and develop new products.
|
|
●
|
Government-imposed restrictions on the use of embryos or hES cells in the U.S. and abroad could generally constrain stem cell research, thereby limiting the market and demand for our products. During March 2009, President Obama lifted certain restrictions on federal funding of research involving the use of hES cells, and in accordance with President Obama’s Executive Order, the NIH has adopted new guidelines for determining the eligibility of hES cell lines for use in federally funded research. The central focus of the proposed guidelines is to assure that hES cells used in federally funded research were derived from human embryos that were created for reproductive purposes, were no longer needed for this purpose, and were voluntarily donated for research purposes with the informed written consent of the donors. The hES cells that were derived from embryos created for research purposes rather than reproductive purposes, and other hES cells that were not derived in compliance with the guidelines, are not eligible for use in federally funded research. A lawsuit,
Sherley v. Sebelius,
is now pending, challenging the legality of the new NIH guidelines. In that litigation, a U.S. District Court issued a temporary injunction against the implementation of the new NIH guidelines, but the District Court’s ruling was vacated by the U.S. Court of Appeals, and upon remand, on July 27, 2011 the District Court ruled in favor of the NIH, declining to invalidate the NIH guidelines. However, the plaintiffs in the case have filed a notice of appeal. The ultimate resolution of that lawsuit could determine whether the federal government may fund research using hES cells, unless new legislation is passed expressly permitting or prohibiting such funding.
|
|
●
|
California law requires that stem cell research be conducted under the oversight of a SCRO committee. Many kinds of stem cell research, including the derivation of new hES cell lines, may only be conducted in California with the prior written approval of the SCRO. A SCRO could prohibit or impose restrictions on the research that we plan to do.
|
|
●
|
The use of hES cells gives rise to religious, moral, and ethical issues regarding the appropriate means of obtaining the cells and the appropriate use and disposal of the cells. These considerations could lead to more restrictive government regulations or could generally constrain stem cell research, thereby limiting the market and demand for our products.
|
|
●
|
Our success will depend in part on our ability to obtain and enforce patents and maintain trade secrets in the U.S. 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.
|
|
●
|
We have filed patent applications for technology that we have developed, and we have obtained licenses for a number of patent applications covering technology developed by others, that we believe will be useful in producing new products, and which we believe may be of commercial interest to other companies that may be willing to sublicense the technology for fees or royalty payments. In the future, we may also file additional new patent applications seeking patent protection for new technology or products that we develop ourselves or jointly with others. However, there is no assurance that any of our licensed patent applications, or any patent applications that we have filed or that we may file in the future covering our own technology, either in the U.S. or abroad, will result in the issuance of patents.
|
|
●
|
In Europe, the European Patent Convention prohibits the granting of European patents for inventions that concern “uses of human embryos for industrial or commercial purposes.” The European Patent Office is presently interpreting this prohibition broadly, and is applying it to reject patent claims that pertain to hES cells. However, this broad interpretation is being challenged through the European Patent Office appeals system. As a result, we do not yet know whether or to what extent we will be able to obtain patent protection for our hES cell technologies in Europe.
|
|
●
|
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 PTO 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 PTO will 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 PTO’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.
|
|
●
|
Oppositions to the issuance of patents may be filed under European patent law and the patent laws of certain other countries. As with the PTO 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 PTO 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.
|
|
●
|
The market price of our shares, like that of the shares of many biotechnology companies, has been highly volatile.
|
|
●
|
The price of our shares may rise rapidly in response to certain events, such as the commencement of clinical trials of an experimental new therapy or medical device, even though the outcome of those trials and the likelihood of ultimate FDA or foreign regulatory approval remain uncertain.
|
|
●
|
Similarly, prices of our shares may fall rapidly in response to certain events such as unfavorable results of clinical trials or a delay or failure to obtain FDA or foreign regulatory 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.
|
Quarter Ended
|
|
High
|
|
|
Low
|
|
||
March 31, 2010
|
|
|
8.42
|
|
|
|
4.27
|
|
June 30, 2010
|
|
|
8.20
|
|
|
|
5.25
|
|
September 30, 2010
|
|
|
6.50
|
|
|
|
4.02
|
|
December 31, 2010
|
|
|
9.94
|
|
|
|
4.73
|
|
March 31, 2011
|
|
|
9.53
|
6.08
|
|
|||
June 30, 2011
|
|
|
7.92
|
4.11
|
|
|||
September 30, 2011
|
|
|
5.94
|
4.01
|
|
|||
December 31, 2011
|
|
|
6.20
|
3.55
|
|
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
|
|
|
3,408,905
|
|
|
$
|
2.18
|
|
|
|
1,303,193
|
|
BioTime Equity Compensation Plans Not Approved by Shareholders*
|
|
|
130,000
|
|
|
$
|
5.76
|
|
|
|
-
|
|
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
|
|
|||
OrthoCyte Equity Compensation Plans Approved by Shareholders**
|
|
|
2,355,000
|
|
|
$
|
0.08
|
|
|
|
1,645,000
|
|
OncoCyte Equity Compensation Plans Approved by Shareholders**
|
|
|
2,730,000
|
|
|
$
|
0.75
|
|
|
|
1,270,000
|
|
ReCyte Therapeutics Equity Compensation Plans Approved by Shareholders**
|
|
|
1,050,000
|
|
|
$
|
2.05
|
|
|
|
2,950,000
|
|
BioTime Asia Equity Compensation Plans Approved by Shareholders**
|
|
|
400
|
|
|
$
|
.01
|
|
|
|
1,200
|
|
Cell Cure Neurosciences Compensation Plans Approved by Shareholders**
|
|
|
23,978
|
|
|
$
|
27.94
|
|
|
|
1,860
|
|
LifeMap Equity Compensation Plans Approved by Shareholders**
|
|
|
2,650,000
|
|
|
$
|
0.08
|
|
|
|
5,350,000
|
|
2006
|
2007
|
2008
|
2009
|
2010
|
2011
|
||||||||||||||||||||
BioTime, Inc.
|
Return %
|
54.74 | 331.63 | 138.98 | 96.93 | -30.24 | |||||||||||||||||||
Cum $
|
100.00 | 154.74 | 667.89 | 1,596.13 | 3,143.22 | 2,192.56 | |||||||||||||||||||
AMEX Market Value (US Companies)
|
Return %
|
3.60 | -36.26 | 22.30 | 27.22 | -8.89 | |||||||||||||||||||
Cum $
|
100.00 | 103.60 | 66.04 | 80.76 | 102.75 | 93.61 | |||||||||||||||||||
Amex Biotechnology Index
|
Return %
|
4.26 | -17.71 | 45.56 | 45.23 | -15.85 | |||||||||||||||||||
Cum $
|
100.00 | 104.26 | 85.79 | 124.88 | 181.37 | 152.63 |
|
|
December 31,
|
|
|||||||||||||||||
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
$
|
22,211,897
|
|
$
|
33,324,924
|
|
|
$
|
12,189,081
|
|
|
$
|
12,279
|
|
|
$
|
9,501
|
|
|
Total assets
|
|
|
45,829,695
|
|
|
53,272,659
|
|
|
|
13,433,071
|
|
|
|
1,035,457
|
|
|
|
110,082
|
|
|
Long-term liabilities
|
|
|
1,224,859
|
|
|
1,367,045
|
|
|
|
1,223,823
|
|
|
|
2,003,754
|
|
|
|
1,763,489
|
|
|
Accumulated deficit
|
|
|
(80,470,009
|
)
|
|
|
(63,954,509
|
)
|
|
|
(52,769,891
|
)
|
|
|
(47,625,392
|
)
|
|
|
(43,844,497
|
)
|
Total equity/(deficit)
|
|
$
|
41,458,181
|
|
$
|
49,425,657
|
|
|
$
|
11,046,989
|
|
|
$
|
(4,346,814
|
)
|
|
$
|
(3,046,389
|
)
|
Company
|
|
Program
|
|
Percent
|
|
BioTime, ReCyte Therapeutics and ESI
|
|
ACTCellerate™
hPECs, GMP hES cell lines, and related research products
|
|
21%
|
|
BioTime
|
|
CIRM sponsored
ACTCellerate™
technology
|
|
13%
|
|
OncoCyte
|
|
Cancer therapy and diagnosis
|
|
17%
|
|
OrthoCyte
|
|
Orthopedic therapy; hydrogel products
|
|
14%
|
|
ReCyte Therapeutics
|
|
IPS and vascular therapy
|
|
5%
|
|
BioTime
|
|
Hextend
®
|
|
2%
|
|
BioTime Asia
|
|
Stem cell products for research
|
|
1%
|
|
Cell Cure Neurosciences
|
|
OpRegen™
,
OpRegen-Plus™
, and neurological disease therapies
|
|
23%
|
|
LifeMap
|
|
Stem cell database
|
|
4%
|
|
Years Ended
|
||||||||||||||||||||||||||||
December 31,
|
2011 vs. 2010
Change
|
2010 vs. 2009
Change
|
||||||||||||||||||||||||||
2011
|
2010
|
2009
|
$ | % | $ | % | ||||||||||||||||||||||
Revenue
|
|
|
|
|
|
|||||||||||||||||||||||
License and other revenue
|
$ | 4,354,762 | $ | 3,680,300 | $ | 1,925,168 | $ | 674,462 | 18.33 | % | $ | 1,755,132 | 91.17 | % | ||||||||||||||
Operating expenses
|
||||||||||||||||||||||||||||
Research and development
|
(13,699,691 | ) | (8,191,314 | ) | (3,181,729 | ) | (5,508,377 | ) | 67.25 | % | (5,009,586 | ) | 157.45 | % | ||||||||||||||
Selling, general and administrative
|
(9,341,502 | ) | (5,341,119 | ) | (2,263,705 | ) | (4,000,383 | ) | 74.90 | % | (3,077,413 | ) | 135.95 | % | ||||||||||||||
Total operating expenses
|
(23,041,193 | ) | (13,532,433 | ) | (5,445,434 | ) | (9,508,760 | ) | 70.27 | % | (8,086,999 | ) | 148.51 | % | ||||||||||||||
Interest income/(expense)
|
29,727 | (124,300 | ) | (1,653,755 | ) | 154,027 | -123.92 | % | 1,529,455 | -92.48 | % | |||||||||||||||||
Other income/(expense)
|
219,067 | (68,573 | ) | 30,112 | 287,640 | -419.47 | % | (98,685 | ) | -327.73 | % | |||||||||||||||||
Loss on write off of fixed asset
|
(6,246 | ) | - | - | (6,246 | ) | 0.00 | % | - | 0.00 | % | |||||||||||||||||
Modification cost of warrants
|
- | (2,142,201 | ) | - | 2,142,201 | -100.00 | % | (2,142,201 | ) | 0.00 | % | |||||||||||||||||
Net loss
|
$ | (18,443,883 | ) | $ | (12,187,207 | ) | $ | (5,143,909 | ) | $ | (6,256,676 | ) | $ | (7,043,298 | ) |
|
|
Principal Payments Due by Period
|
|
|||||||||||||||||
|
|
|
|
|
Less Than
|
|
|
|
|
|
|
|
|
After
|
|
|||||
Contractual Obligations (1)
|
|
Total
|
|
|
1 Year
|
|
|
1-3 Years
|
|
|
4-5 Years
|
|
|
5 Years
|
|
|||||
|
|
|
|
|||||||||||||||||
Operating leases (2)
|
|
$
|
1,919,496
|
|
|
$
|
586,010
|
|
|
$
|
919,817
|
|
|
$
|
413,669
|
|
|
$
|
-
|
|
|
|
Year Ended December 31,
|
|
|||||||||
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|||
License fees
|
|
$
|
263,757
|
|
$
|
292,904
|
|
|
$
|
292,832
|
|
|
Royalties from product sales
|
|
|
756,881
|
|
|
945,461
|
|
|
|
1,079,951
|
|
|
Grant income
|
|
|
2,767,181
|
|
|
2,336,325
|
|
|
|
546,795
|
|
|
Sale of research products
|
|
|
566,943
|
|
|
105,610
|
|
|
|
5,590
|
|
|
Total revenues
|
|
|
4,354,762
|
|
|
3,680,300
|
|
|
|
1,925,168
|
|
|
EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
||
Research and development
|
|
|
(13,699,691
|
)
|
|
|
(8,191,314
|
)
|
|
|
(3,181,729
|
)
|
General and administrative
|
|
|
(9,341,502
|
)
|
|
|
(5,341,119
|
)
|
|
|
(2,263,705
|
)
|
Total expenses
|
|
|
(23,041,193
|
)
|
|
|
(13,532,433
|
)
|
|
|
(5,445,434
|
)
|
Loss from operations
|
|
|
(18,686,431
|
)
|
|
|
(9,852,133
|
)
|
|
|
(3,520,266
|
)
|
OTHER INCOME (EXPENSES):
|
|
|
|
|
|
|
|
|
|
|
||
Interest income/(expense), net
|
|
|
29,727
|
|
|
(124,300
|
)
|
|
|
(1,653,755
|
)
|
|
Gain/(loss) on sale of fixed assets
|
(6,246
|
)
|
-
|
-
|
||||||||
Modification cost of warrants
|
|
|
-
|
|
|
(2,142,201
|
)
|
|
|
-
|
|
|
Other income/(expense), net
|
|
|
219,067
|
|
|
(68,573
|
)
|
|
|
30,112
|
|
|
Total other income/(expenses), net
|
|
|
242,548
|
|
|
(2,335,074
|
)
|
|
|
(1,623,643
|
)
|
|
NET LOSS
|
|
|
(18,443,883
|
)
|
|
|
(12,187,207
|
)
|
|
|
(5,143,909
|
)
|
Net loss/(income) attributable to the noncontrolling interest
|
|
|
1,928,383
|
|
|
1,002,589
|
|
|
|
(590
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||
NET LOSS ATTRIBUTABLE TO BIOTIME, INC.
|
|
|
(16,515,500
|
)
|
|
|
(11,184,618
|
)
|
|
|
(5,144,499
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||
Foreign currency translation (loss)/gain
|
|
|
(1,020,087)
|
|
|
897,338
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
COMPREHENSIVE LOSS
|
|
$
|
(17,535,587
|
)
|
|
$
|
(10,287,280
|
)
|
|
$
|
(5,144,499
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||
BASIC AND DILUTED LOSS PER COMMON SHARE
|
|
$
|
(0.35
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.18
|
)
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC AND DILUTED
|
|
|
47,486,941
|
|
|
40,266,311
|
|
|
|
29,295,608
|
|
Common Shares | Treasury Shares | |||||||||||||||||||||||||||||||||||
Number of
Shares
|
Amount |
Number of
Shares
|
Amount |
Contributed
Capital
|
Accumulated
Deficit
|
Noncontrolling Interest |
Accumulated
other
comprehensive
income
|
Total
Equity/
(Deficit)
|
||||||||||||||||||||||||||||
BALANCE AT JANUARY 1, 2009
|
25,076,798
|
$
|
43,184,606
|
$
|
93,972
|
$
|
(47,625,392
|
)
|
$
|
-
|
$
|
-
|
$
|
(4,346,814
|
)
|
|||||||||||||||||||||
Sale of OncoCyte subsidiary shares to noncontrolling interest
|
4,000,000
|
4,000,000
|
||||||||||||||||||||||||||||||||||
Common shares issued for new loans and extension of line of credit
|
153,206
|
304,181
|
304,181
|
|||||||||||||||||||||||||||||||||
Common shares issued for conversion of line of credit and accrued interest
|
2,493,374
|
4,134,424
|
4,134,424
|
|||||||||||||||||||||||||||||||||
Shares granted for services
|
135,000
|
229,500
|
229,500
|
|||||||||||||||||||||||||||||||||
Shares granted for licensing fees
|
65,278
|
120,000
|
120,000
|
|||||||||||||||||||||||||||||||||
Common shares issued for cash
|
4,400,000
|
8,000,000
|
8,000,000
|
|||||||||||||||||||||||||||||||||
Exercise of options
|
535,832
|
848,449
|
848,449
|
|||||||||||||||||||||||||||||||||
Warrants exercised
|
808,171
|
1,616,342
|
1,616,342
|
|||||||||||||||||||||||||||||||||
Warrants issued for line of credit
|
398,548
|
398,548
|
||||||||||||||||||||||||||||||||||
Warrants issued for services
|
93,304
|
93,304
|
||||||||||||||||||||||||||||||||||
Stock options granted for compensation
|
488,564
|
488,564
|
||||||||||||||||||||||||||||||||||
Beneficial conversion feature
|
304,400
|
304,400
|
||||||||||||||||||||||||||||||||||
NET LOSS
|
(5,144,499
|
)
|
590
|
(5,143,909
|
)
|
|||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2009
|
33,667,659
|
$
|
59,722,318
|
-
|
$
|
-
|
$
|
93,972
|
$
|
(52,769,891
|
)
|
$
|
4,000,590
|
$
|
-
|
$
|
11,046,989
|
|||||||||||||||||||
Sale of ReCyte subsidiary shares to noncontrolling interest
|
2,300,000
|
2,300,000
|
||||||||||||||||||||||||||||||||||
Noncontrolling interest in Cell Cure
|
5,894,255
|
5,894,255
|
||||||||||||||||||||||||||||||||||
Common shares issued as part of acquisition of ESI
|
1,383,400
|
11,011,864
|
11,011,864
|
|||||||||||||||||||||||||||||||||
Common shares retired as payment for exercise of options
|
(40,125
|
)
|
(249,978
|
)
|
(249,978
|
)
|
||||||||||||||||||||||||||||||
Exercise of options
|
526,410
|
855,977
|
855,977
|
|||||||||||||||||||||||||||||||||
Warrants exercised
|
12,240,357
|
22,861,458
|
22,861,458
|
|||||||||||||||||||||||||||||||||
Warrants issued as part of acquisition of ESI
|
1,778,727
|
1,778,727
|
||||||||||||||||||||||||||||||||||
Warrants issued for services
|
1,979,036
|
1,979,036
|
||||||||||||||||||||||||||||||||||
Modification cost of warrants
|
2,142,202
|
2,142,202
|
||||||||||||||||||||||||||||||||||
Stock options granted for compensation
|
1,033,824
|
1,033,824
|
||||||||||||||||||||||||||||||||||
Stock options granted for compensation in subsidiary
|
61,172
|
61,172
|
||||||||||||||||||||||||||||||||||
Foreign currency translation gain
|
897,338
|
897,338
|
||||||||||||||||||||||||||||||||||
NET LOSS
|
(11,184,618
|
)
|
(1,002,589
|
)
|
(12,187,207
|
)
|
||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2010
|
47,777,701
|
$
|
101,135,428
|
-
|
$
|
-
|
$
|
93,972
|
$
|
(63,954,509
|
)
|
$
|
11,253,428
|
$
|
897,338
|
$
|
49,425,657
|
|||||||||||||||||||
Common shares issued as part of acquisition of CTI assets
|
261,959
|
2,300,000
|
2,300,000
|
|||||||||||||||||||||||||||||||||
Common shares issued as part of merger with Glycosan
|
332,903
|
2,600,000
|
2,600,000
|
|||||||||||||||||||||||||||||||||
Treasury shares issued as part of investment in subsidiary
|
1,286,174
|
6,000,000
|
(1,286,174
|
)
|
(6,000,000
|
)
|
-
|
|||||||||||||||||||||||||||||
Common shares retired as payment for exercise of options
|
(6,435
|
)
|
(28,067
|
)
|
(28,067
|
)
|
||||||||||||||||||||||||||||||
Exercise of options
|
450,660
|
251,981
|
251,981
|
|||||||||||||||||||||||||||||||||
Warrants exercised
|
219,000
|
425,000
|
425,000
|
|||||||||||||||||||||||||||||||||
Warrants issued as part of merger with Glycosan
|
954,879
|
954,879
|
||||||||||||||||||||||||||||||||||
Outside investment in subsidiaries
|
3,213,500
|
3,213,500
|
||||||||||||||||||||||||||||||||||
Stock options granted for compensation
|
1,505,566
|
1,505,566
|
||||||||||||||||||||||||||||||||||
Stock options granted for compensation in subsidiary
|
273,635
|
273,635
|
||||||||||||||||||||||||||||||||||
Foreign currency translation gain
|
(1,020,087
|
)
|
(1,020,087
|
)
|
||||||||||||||||||||||||||||||||
NET LOSS
|
(16,515,500
|
)
|
(1,928,383
|
)
|
(18,443,883
|
)
|
||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2011
|
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
|
|
|
Year Ended
|
|
|||||||||
|
|
December 31,
|
|
|||||||||
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Net loss attributable to BioTime, Inc.
|
|
$
|
(16,515,500
|
)
|
|
$
|
(11,184,618
|
)
|
|
$
|
(5,144,499
|
)
|
Adjustments to reconcile net loss attributable to BioTime, Inc to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
||
Depreciation and amortization of capital leased assets
|
|
|
373,349
|
|
|
138,659
|
|
|
|
34,591
|
|
|
Loss on sale or write-off of equipment
|
|
|
6,416
|
|
|
993
|
|
|
|
1,159
|
|
|
Write off of security deposit
|
2,443
|
-
|
-
|
|||||||||
Write off of expired inventory
|
|
|
1,510
|
|
|
4,008
|
|
|
|
-
|
|
|
Bad debt expense
|
|
|
100,230
|
|
|
-
|
|
|
|
2,538
|
||
Reclassification of licensing fees expensed in prior year
|
|
|
-
|
|
|
-
|
|
|
|
(10,000
|
)
|
|
Amortization of intangible assets
|
|
|
1,991,200
|
|
|
790,117
|
|
|
|
-
|
|
|
Amortization of deferred consulting fees
|
|
|
598,465
|
|
|
520,212
|
|
|
|
102,059
|
|
|
Amortization of deferred license fees
|
|
|
109,500
|
|
|
227,167
|
|
|
|
-
|
|
|
Amortization of deferred finance cost on lines of credit
|
|
|
-
|
|
|
-
|
|
|
|
782,542
|
|
|
Amortization of deferred rent
|
|
|
71,118
|
|
|
21,029
|
|
|
|
(3,339
|
)
|
|
Amortization of deferred royalty fees
|
1,982
|
-
|
-
|
|||||||||
Amortization of deferred license revenues
|
|
|
(234,781
|
)
|
|
|
(292,904
|
)
|
|
|
(292,904
|
)
|
Amortization of deferred grant revenues
|
|
|
-
|
|
|
(1,620
|
)
|
|
|
(20,000
|
)
|
|
Stock-based compensation
|
|
|
1,217,522
|
|
|
638,709
|
|
|
|
260,840
|
|
|
Options issued as independent director compensation
|
|
|
584,891
|
|
|
455,022
|
|
|
|
227,724
|
|
|
Stock appreciation rights compensation liability
|
|
|
-
|
|
|
-
|
|
|
|
(483,688
|
)
|
|
Warrants issued for outside services
|
|
|
-
|
|
|
-
|
|
|
|
93,304
|
|
|
Warrants issued for exchange offer interest expense
|
|
|
-
|
|
|
-
|
|
|
|
190,845
|
|
|
Modification cost of warrants
|
|
|
-
|
|
|
2,142,201
|
|
|
|
-
|
|
|
Beneficial conversion feature on notes and interest
|
|
|
-
|
|
|
-
|
|
|
|
304,400
|
|
|
Share in net loss of associated company
|
|
|
-
|
|
|
258,493
|
|
|
|
-
|
|
|
Net (loss)/income allocable to noncontrolling interest
|
|
|
(1,928,383
|
)
|
|
|
(1,002,589
|
)
|
|
|
590
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
||
Accounts receivable, net
|
|
|
(120,678
|
)
|
|
|
(77,907
|
)
|
|
|
(349
|
)
|
Grant receivable
|
|
|
261,777
|
|
|
(256,714
|
)
|
|
|
-
|
|
|
Inventory
|
|
|
31,094
|
|
|
(11,094
|
)
|
|
|
(38,384
|
)
|
|
Prepaid expenses and other current assets
|
|
|
(706,836
|
)
|
|
|
(392,820
|
)
|
|
|
(146,200
|
)
|
Accounts payable and accrued liabilities
|
|
|
600,398
|
|
|
254,090
|
|
|
|
(419,456
|
)
|
|
Interest on lines of credit
|
|
|
-
|
|
|
-
|
|
|
|
(40,108
|
)
|
|
Other long term liabilities
|
|
|
(39,633
|
)
|
|
|
-
|
|
|
|
-
|
|
Deferred revenues
|
|
|
-
|
|
|
36,682
|
|
|
|
75,000
|
|
|
Deferred grant revenues
|
|
|
-
|
|
|
-
|
|
|
|
263,397
|
|
|
Net cash used in operating activities
|
|
|
(13,593,916
|
)
|
|
|
(7,732,884
|
)
|
|
|
(4,259,938
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||
Payments of license fees
|
|
|
(1,500
|
)
|
|
|
(215,000
|
)
|
|
|
-
|
|
Purchase of equipment
|
|
|
(960,281
|
)
|
|
|
(220,771
|
)
|
|
|
(61,276
|
)
|
Cash paid, net of cash acquired for CTI assets
|
(246,850
|
)
|
-
|
-
|
||||||||
Cash acquired in connection with merger with Glycosan
|
5,908
|
-
|
-
|
|||||||||
Cash acquired, net of cash paid for Cell Cure Neurosciences shares
|
|
|
-
|
|
|
3,733,110
|
|
|
|
-
|
|
|
Note and related interest accrued converted to Cell Cure Neurosciences shares
|
|
|
-
|
|
|
(252,608
|
)
|
|
|
-
|
|
|
Cash acquired, net of cash paid for acquisition of ESI
|
|
|
-
|
|
|
142,766
|
|
|
|
-
|
|
|
Cash proceeds from sale of equipment
|
|
|
-
|
|
|
6,000
|
|
|
|
-
|
|
|
Security deposit received/(paid)
|
|
|
10
|
|
|
3,922
|
|
|
|
15,050
|
|
|
Net cash provided by/(used in) investing activities
|
|
|
(1,202,713
|
)
|
|
|
3,197,419
|
|
|
|
(46,226
|
)
|
Subsidiary
|
BioTime Ownership
|
Country
|
ReCyte Therapeutics, Inc. (formerly Embryome Sciences, Inc.)
|
95.15%
|
USA
|
OncoCyte Corporation
|
75.3%
|
USA
|
OrthoCyte Corporation
|
100%
|
USA
|
ES Cell International Pte., Ltd.
|
100%
|
Singapore
|
BioTime Asia, Limited
|
81%
|
Hong Kong
|
Cell Cure Neurosciences, Ltd.
|
53.6%
|
Israel
|
LifeMap Sciences, Inc.
|
100%
|
USA
|
LifeMap Sciences, Ltd.
|
100% (1)
|
Israel
|
|
|
2011
|
|
|
2010
|
|
||
Equipment, furniture and fixtures
|
|
$
|
1,900,090
|
|
|
$
|
876,708
|
|
Accumulated depreciation
|
|
(552,311
|
)
|
|
(165,942
|
)
|
||
Equipment net of accumulated depreciation
|
|
$
|
1,347,779
|
|
|
$
|
710,766
|
|
|
|
2011
|
|
|
2010
|
|
||
Intangible assets
|
|
$
|
21,429,488
|
|
|
$
|
16,208,116
|
|
Accumulated amortization
|
|
(2,809,972)
|
|
(821,211
|
)
|
|||
Intangible assets, net
|
|
$
|
18,619,516
|
|
|
$
|
15,386,905
|
|
Year Ended
|
Amortization
|
|||
December 31,
|
Expense
|
|||
2012
|
$ | 2,142,949 | ||
2013
|
2,142,949 | |||
2014
|
2,142,949 | |||
2015
|
2,142,949 | |||
2016
|
2,142,949 | |||
Thereafter
|
7,904,771 | |||
Total
|
$ | 18,619,516 |
|
|
December 31,
|
|
|||||
|
|
2011
|
|
|
2010
|
|
||
Accounts payable
|
|
$
|
1,118,112
|
|
|
$
|
1,036,145
|
|
Accrued bonuses
|
|
|
583,620
|
|
|
|
367,822
|
|
Other accrued liabilities
|
|
|
979,379
|
|
|
|
525,907
|
|
|
|
$
|
2,681,111
|
|
|
$
|
1,929,874
|
|
Year Ended
|
|
Deferred License
|
|
|
December 31,
|
|
Fees
|
|
|
2012
|
|
$
|
109,500
|
|
2013
|
|
|
109,500
|
|
2014
|
|
|
109,500
|
|
2015
|
|
|
109,500
|
|
2016
|
|
|
109,500
|
|
Thereafter
|
|
|
210,833
|
|
Total
|
|
$
|
758,333
|
|
|
|
Balance
included in
Accounts
Payable at
January 1,
|
|
|
Add:
Cash-based
expense
accrued
|
|
|
Add:
Stock-based
expense accrued
|
|
|
Less:
Cash
payments
|
|
|
Less:
Value of
stock-based
payments
|
|
|
Balance included
in Accounts
Payable at
December 31,
|
|
||||||
2011
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
||
2010
|
|
$
|
90,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
(90,000
|
)
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
Number of
Warrants
|
|
|
Per share
exercise price
|
|
|
Weighted
Average
Exercise Price
|
|
|||
Outstanding, January 1, 2009
|
|
|
8,344,534
|
|
|
$
|
2.00
|
|
|
$
|
1.98
|
|
Granted in 2009
|
|
|
4,727,982
|
|
|
|
2.00
|
|
|
|
2.00
|
|
Exercised in 2009
|
|
|
(808,171
|
)
|
|
|
2.00
|
|
|
|
2.00
|
|
Outstanding, December 31, 2009
|
|
|
12,264,345
|
|
|
|
2.00
|
|
|
|
1.99
|
|
Granted in 2010
|
|
|
650,000
|
|
|
|
3.00 - 10.00
|
|
|
|
6.77
|
|
Exercised in 2010
|
|
|
(12,240,357
|
)
|
|
|
1.818 - 2.00
|
|
|
|
1.87
|
|
Exercised in 2010
|
|
|
(24,988
|
)
|
|
|
2.00
|
|
|
|
2.00
|
|
Outstanding, December 31, 2010
|
|
|
649,000
|
|
|
|
.68 - 10.00
|
|
|
|
6.42
|
|
Granted in 2011
|
|
|
206,613
|
|
|
|
10.00
|
|
|
|
10.00
|
|
Exercised in 2011
|
|
|
(219,000
|
)
|
.68 - 3.00
|
1.94
|
|
|||||
Outstanding, December 31, 2011
|
|
|
636,613
|
|
|
$
|
3.00 - 10.00
|
|
|
$
|
9.13
|
|
|
|
Options
Available for
Grant
|
|
|
Number of
Options
Outstanding
|
|
|
Weighted
Average
Exercise Price
|
|
|||
January 1, 2010
|
|
|
9,700
|
|
|
|
4,400
|
|
|
$
|
0.003
|
|
Added upon adoption of option plan in 2010
|
|
|
12,001,600
|
|
|
|
-
|
|
|
|
-
|
|
Granted in 2010
|
|
|
(4,308,240
|
)
|
|
|
4,308,240
|
|
|
|
0.74
|
|
Forfeited/Exercised in 2010
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
December 31, 2010
|
|
|
7,703,060
|
|
|
|
4,312,640
|
|
|
$
|
0.74
|
|
Added upon adoption of option plan in 2011
|
|
|
8,000,000
|
|
|
|
-
|
|
|
|
-
|
|
Granted in 2011
|
|
|
(4,685,000
|
)
|
|
|
4,685,000
|
|
|
|
0.36
|
|
Forfeited/Exercised in 2011
|
|
|
200,000
|
|
|
|
(200,000
|
)
|
|
|
0.05
|
|
December 31, 2011
|
|
|
11,218,060
|
|
|
|
8,797,640
|
|
|
$
|
0.56
|
|
|
●
|
BioTime received total cash of $223,914 and $425,000 for the exercise of 450,660 options and 219,000 warrants, respectively. Average cash receipts were $0.50 for options and $1.94 for warrants.
|
|
●
|
BioTime issued 261,959 common shares as part of its consideration for the assets acquired from CTI.
|
|
|
●
|
BioTime issued 332,903 common shares and 206,613 warrants as consideration for acquisition of Glycosan.
|
|
|
●
|
BioTime retired 6,435 common shares as payment for the exercise of employee options.
|
|
|
●
|
BioTime issued 1,286,174 common shares in connection with its investment in OncoCyte. This increased its equity ownership interest in OncoCyte to approximately 75.3%. These shares are presented as treasury stock on the consolidated balance sheet.
|
|
●
|
BioTime received total cash of $855,977 and $22,861,458 for the exercise of 526,410 options and 12,240,357 warrants, respectively. Average cash receipts were $1.63 for options and $1.87 for warrants.
|
|
●
|
BioTime issued 1,383,400 common shares and 300,000 warrants as consideration for the acquisition of ESI.
|
|
|
●
|
BioTime recognized $2,142,200 in costs for the modification of certain warrants.
|
|
|
●
|
BioTime retired 40,125 common shares received as payment for the exercise of employee options.
|
|
|
●
|
Cell Cure Neurosciences sold ordinary shares to BioTime and two other shareholders for $7,100,000. BioTime invested $4,100,000 of that amount and increased its consolidated equity ownership interest in Cell Cure Neurosciences to approximately 54%.
|
|
●
|
ReCyte Therapeutics sold approximately 5% of its common shares for $2,300,000 to two private investors. This amount is included as noncontrolling interest in the consolidated financial statements.
|
|
|
Year Ended December 31,
|
|
|||||||||
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
All stock-based compensation expense:
|
|
|
|
|
|
|
|
|
|
|||
Research and Development
|
|
$
|
885,581
|
|
|
$
|
473,893
|
|
|
$
|
150,899
|
|
General and Administrative
|
|
|
916,832
|
|
|
|
619,838
|
|
|
|
337,665
|
|
Stock appreciation rights/(reversal)
|
|
|
-
|
|
|
|
-
|
|
|
(483,688
|
)
|
|
All stock-based compensation expense included in expenses
|
|
$
|
1,802,413
|
|
|
$
|
1,093,731
|
|
|
$
|
4,876
|
|
|
Year Ended
December 31,
|
|||||||
|
2011
|
2010
|
||||||
|
|
|
||||||
Expected life (in years)
|
6.46 | 5.92 | ||||||
Risk-free interest rates
|
1.9 | % | 2.05 | % | ||||
Volatility
|
106.5 | % | 112.85 | % | ||||
Dividend yield
|
0 | % | 0 | % |
|
|
Options
Available for
Grant
|
|
|
Number of
Options
Outstanding
|
|
|
Weighted
Average
Exercise
Price
|
|
|||
January 1, 2009
|
|
|
746,168
|
|
|
|
3,288,332
|
|
|
|
0.97
|
|
Added by Amendment to 2002 Plan 2
|
|
|
2,000,000
|
|
|
|
-
|
|
|
|
-
|
|
Granted
|
|
|
(699,000
|
)
|
|
|
699,000
|
|
|
|
3.28
|
|
Exercised
1
|
|
|
-
|
|
|
|
(410,832
|
)
|
|
|
1.73
|
|
Forfeited/expired
|
|
|
40,000
|
|
|
|
(99,500
|
)
|
|
|
1.13
|
|
December 31, 2009
|
|
|
2,087,168
|
|
|
|
3,477,000
|
|
|
|
1.13
|
|
Granted
|
|
|
(245,000
|
)
|
|
|
245,000
|
|
|
|
6.75
|
|
Exercised
1
|
|
|
|
|
|
|
(401,410
|
)
|
|
|
1.56
|
|
December 31, 2010
|
|
|
1,842,168
|
|
|
|
3,320,590
|
|
|
|
1.13
|
|
Granted
|
|
|
(560,443
|
)
|
|
|
560,443
|
|
|
|
4.89
|
|
Exercised
1
|
|
|
-
|
|
|
|
(450,660
|
)
|
|
|
0.50
|
|
Forfeited/expired
|
|
|
21,468
|
|
|
|
(21,468
|
)
|
|
|
5.60
|
|
December 31, 2011
|
|
|
1,303,193
|
|
|
|
3,408,905
|
|
|
$
|
2.18
|
|
|
|
|
|
|
Options Outstanding
|
|
|
Options Exercisable
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Range of Exercise
Prices
|
|
Number
Outstanding
|
|
|
Weighted Avg.
Remaining
Contractual Life
|
|
|
Weighted Avg.
Exercise Price
|
|
|
Number
Exercisable
|
|
|
Weighted Avg.
Exercise Price
|
|
||||||
|
|
|
|
|
(years)
|
|
|
|
|
|
|
|
|
|
|
||||||
$0.50 |
|
|
1,970,400
|
|
|
|
2.78
|
|
|
|
0.50
|
|
|
|
1,637,067
|
|
|
|
0.50
|
|
|
0.74 |
|
|
20,000
|
|
|
|
2.42
|
|
|
|
0.74
|
|
|
|
20,000
|
|
|
|
0.74
|
|
|
2.30-8.58 |
|
|
1,418,505
|
|
|
|
4.99
|
|
|
|
4.53
|
|
|
|
718,983
|
|
|
|
4.14
|
|
|
$0.50-$8.58 |
|
|
3,408,905
|
|
|
|
3.70
|
|
|
$
|
2.18
|
|
|
|
2,376,050
|
|
|
$
|
1.60
|
|
|
|
|
|
|
Options Outstanding
|
|
|
Options Exercisable
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Range of Exercise
Prices
|
|
Number
Outstanding
|
|
|
Weighted Avg.
Remaining
Contractual Life
|
|
|
Weighted Avg.
Exercise Price
|
|
|
Number
Exercisable
|
|
|
Weighted Avg.
Exercise Price
|
|
||||||
|
|
|
|
|
|
(years)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
$0.003-$0.10 |
|
|
7,209,800
|
|
|
|
7.39
|
|
|
$
|
0.27
|
|
|
|
1,976,075
|
|
|
$
|
0.24
|
|
|
1.00 |
530,000
|
6.34
|
1.00
|
4,167
|
1.00
|
||||||||||||||||
2.05 |
|
|
1,050,000
|
|
|
|
8.89
|
|
|
|
2.05
|
|
|
|
252,083
|
|
|
|
2.05
|
|
|
27.00-42.02 |
|
|
7,840
|
|
|
|
8.80
|
|
|
|
37.35
|
|
|
|
2,613
|
|
|
|
32.02
|
|
|
$0.003-$42.02 |
|
|
8,797,640
|
|
|
|
7.51
|
|
|
$
|
0.56
|
|
|
|
2,234,938
|
|
|
$
|
0.48
|
|
Year Ending
December 31,
|
|
Minimum lease
payments
|
|
|
2012
|
|
$
|
586,010
|
|
2013
|
|
|
492,605
|
|
2014
|
|
|
427,212
|
|
2015
|
|
|
381,044
|
|
2016
|
|
|
32,625
|
|
Thereafter
|
|
|
-
|
|
|
|
2011
|
|
|
2010
|
|
||
Deferred tax assets:
|
|
|
|
|
|
|
||
Net operating loss carryforwards
|
|
$
|
32,580,000
|
|
|
$
|
27,435,000
|
|
Research & development and other credits
|
|
|
1,764,000
|
|
|
|
1,915,000
|
|
Other, net
|
|
|
596,000
|
|
|
|
418,000
|
|
Total
|
|
|
34,940,000
|
|
|
|
29,768,000
|
|
Valuation allowance
|
|
|
(34,940,000
|
)
|
|
|
(29,768,000
|
)
|
Net deferred tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
Year Ended
December 31,
|
|
||||||
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
Computed tax benefit at federal statutory rate
|
|
(34%)
|
|
|
(34%)
|
|
|
(34%)
|
|
Permanent differences
|
|
(1%)
|
|
|
8%
|
|
|
0%
|
|
Losses for which no benefit has been recognized
|
|
41%
|
|
|
32%
|
|
|
41%
|
|
State tax benefit, net of effect on federal income taxes
|
|
(6%)
|
|
|
(6%)
|
|
|
(6%)
|
|
Research and development and other credits
|
|
-
|
|
|
-
|
|
|
(1%)
|
|
|
|
0%
|
|
|
0%
|
|
|
0%
|
|
Geographic Area
|
|
Revenues for the Year ending December 31,
|
|
|||||||||
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic
|
|
$
|
2,980,413
|
|
|
$
|
3,283,493
|
|
|
$
|
1,549,066
|
|
Asia
|
|
|
1,374,349
|
|
|
|
396,807
|
|
|
|
376,102
|
|
Total revenues
|
|
$
|
4,354,762
|
|
|
$
|
3,680,300
|
|
|
$
|
1,925,168
|
|
Sources of Revenues
|
% of Total Revenues for Year ended
December 31,
|
|||||||||||
|
2011
|
2010
|
2009
|
|||||||||
Hospira
|
14.5% | 22.8% | 51.8% | |||||||||
CJ
|
3.6% | 7.0% | 12.0% | |||||||||
Summit
|
3.3% | 3.9% | 7.6% | |||||||||
CIRM
|
36.1% | 42.8% | 27.7% | |||||||||
QTDP
|
- | 19.9% | - | |||||||||
OCS
|
23.4% | - | - | |||||||||
Betalogics
|
9.0% | - | - | |||||||||
Others
|
10.1% | 3.6% | 0.9% |
|
|
First Quarter
|
|
|
Second
Quarter
|
|
|
Third Quarter
|
|
|
Fourth
Quarter
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues
|
|
$
|
824,629
|
|
|
$
|
755,553
|
|
|
$
|
1,143,054
|
|
|
$
|
1,631,526
|
|
Operating expenses
|
|
|
4,850,516
|
|
|
|
5,736,547
|
|
|
|
5,375,419
|
|
|
|
7,078,711
|
|
Loss from operations
|
|
|
(4,027,887
|
)
|
|
|
(4,980,994
|
)
|
|
|
(4,232,365
|
)
|
|
|
(5,447,185
|
)
|
Net loss attributable to BioTime, Inc.
|
|
|
(3,362,132
|
)
|
|
|
(4,277,928
|
)
|
|
|
(3,737,626
|
)
|
|
|
(5,137,814
|
)
|
Basic and diluted net loss per share
|
|
|
(0.07
|
)
|
|
|
(0.06
|
)
|
|
|
(0.08
|
)
|
|
|
(0.10
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
767,127
|
|
|
$
|
680,278
|
|
|
$
|
815,284
|
|
|
$
|
1,417,611
|
|
Operating expenses
|
|
|
2,093,249
|
|
|
|
2,995,702
|
|
|
|
3,272,988
|
|
|
|
5,170,494
|
|
Loss from operations
|
|
|
(1,326,122
|
)
|
|
|
(2,315,424
|
)
|
|
|
(2,457,704
|
)
|
|
|
(3,752,883
|
)
|
Net loss attributable to BioTime, Inc.
|
|
|
(1,286,764
|
)
|
|
|
(2,259,775
|
)
|
|
|
(4,671,162
|
)
|
|
|
(2,966,917
|
)
|
Basic and diluted net loss per share
|
|
|
(0.04
|
)
|
|
|
(0.06
|
)
|
|
|
(0.11
|
)
|
|
|
(0.06
|
)
|
|
●
|
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.
|
Exhibit
Numbers
|
|
Description
|
|
|
|
2.1
|
|
Equity and Note Purchase Agreement entered into as of April 28, 2010 by and between ES Cell Australia Limited, Pharmbio Growth Fund Pte Ltd., and Biomedical Sciences Investment Fund Pte., Ltd. 19
|
|
|
|
2.2
|
|
Transfer Agreement dated May 3, 2010 between BioTime, Inc. and certain shareholders of ES Cell International Pte. Ltd. 19
|
|
|
|
2.3
|
|
Agreement and Plan of Merger, dated February 11, 2010, between Glycosan BioSystems, Inc., OrthoCyte Corporation, and BioTime, Inc. 22
|
|
|
|
3.1
|
|
Articles of Incorporation with all amendments. 18
|
|
|
|
3.2
|
|
By-Laws, As Amended. 2
|
|
|
|
4.1
|
|
Specimen of Common Share Certificate. 1
|
|
|
|
4.2
|
|
Warrant Agreement between BioTime, Inc., Broadwood Partners, L.P., and George Karfunkel. 16
|
|
|
|
4.3
|
|
Form of Warrant. 16
|
|
|
|
4.4
|
|
Warrant Agreement between BioTime, Inc. and Biomedical Sciences Investment Fund Pte Ltd. 19
|
10.1
|
|
Intellectual Property Agreement between BioTime, Inc. and Hal Sternberg. 1
|
|
|
|
10.2
|
|
Intellectual Property Agreement between BioTime, Inc. and Judith Segall. 1
|
|
|
|
10.3
|
|
2002 Stock Option Plan, as amended. 18
|
|
|
|
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). 3
|
|
|
|
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). 4
|
|
|
|
10.6
|
|
Exclusive License Agreement between BioTime, Inc. and CJ Corp. 5
|
|
|
|
10.7
|
|
Hextend
®
and
PentaLyte
®
Collaboration Agreement between BioTime, Inc. and Summit Pharmaceuticals International Corporation.6
|
|
|
|
10.8
|
|
Addendum to
Hextend
®
and
PentaLyte
®
Collaboration Agreement Between BioTime Inc. and Summit Pharmaceuticals International Corporation. 7
|
|
|
|
10.9
|
|
Amendment to Exclusive License Agreement Between BioTime, Inc. and Hospira, Inc. 8
|
|
|
|
10.10
|
|
Hextend
®
and
PentaLyte
®
China License Agreement Between BioTime, Inc. and Summit Pharmaceuticals International Corporation. 9
|
|
|
|
10.11
|
|
Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Michael D. West. 11
|
|
|
|
10.12
|
|
Commercial License and Option Agreement between BioTime and Wisconsin Alumni Research Foundation. 10
|
|
|
|
10.13
|
|
License, Product Production, and Distribution Agreement, dated June 19, 2008, among Lifeline Cell Technology, LLC, BioTime, Inc., and Embryome Sciences, Inc. 12
|
|
|
|
10.14
|
|
License Agreement, dated July 10, 2008, between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. 12
|
|
|
|
10.15
|
|
License Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. 13
|
|
|
|
10.16
|
|
Sublicense Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. 13
|
10.17
|
|
Stem Cell Agreement, dated February 23, 2009, between Embryome Sciences, Inc. and Reproductive Genetics Institute. 14
|
|
|
|
10.18
|
|
First Amendment of Commercial License and Option Agreement, dated March 11, 2009, between BioTime and Wisconsin Alumni Research Foundation. 14
|
|
|
|
10.19
|
|
Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Robert Peabody. 14
|
|
|
|
10.20
|
|
Fifth Amendment of Revolving Line of Credit Agreement, dated April 15, 2009. 15
|
|
|
|
10.21
|
|
Form of Amendment of Revolving Credit Note. 15
|
|
|
|
10.22
|
|
Fifth Amendment of Security Agreement, dated April 15, 2009. 15
|
|
|
|
10.23
|
|
Stock and Warrant Purchase Agreement between BioTime, Inc. and George Karfunkel. 16
|
|
|
|
10.24
|
|
Stock and Warrant Purchase Agreement between BioTime, Inc. and Broadwood Partners, L.P. 16
|
|
|
|
10.25
|
|
Registration Rights Agreement between BioTime, Inc., Broadwood Partners, L.P. and George Karfunkel.16
|
|
|
|
10.26
|
|
Co-Exclusive OEM Supply Agreement, date July 7, 2009, between Embryome Sciences, Inc. and Millipore Corporation (Portions of this exhibit have been omitted pursuant to a request for confidential treatment). 17
|
|
|
|
10.27
|
|
Stock Purchase Agreement between OncoCyte Corporation and George Karfunkel. 18
|
10.28
|
|
Registration Rights Agreement between OncoCyte Corporation and George Karfunkel. 18
|
|
|
|
10.29
|
|
Employment Agreement, dated August 3, 2009, between BioTime, Inc. and Walter Funk. 19
|
|
|
|
10.30
|
|
Sublease Agreement for 20 Biopolis #05-05/06 Centros, Singapore between Bioprocessing Technology Institute, Biomedical Sciences Institutes and ES Cell International Pte. Ltd. 20
|
|
|
|
10.31
|
|
Share Purchase Agreement, dated October 7, 2010, by and among Cell Cure Neurosciences, Limited, Teva Pharmaceutical Industries, Ltd, HBL-Hadasit Bio-Holdings, Ltd., and BioTime, Inc. 21
|
|
|
|
10.32
|
|
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. 22
|
|
|
|
10.33
|
|
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). 22
|
|
|
|
10.34
|
|
Amended and Restated Research and License Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. 22
|
|
|
|
10.35
|
|
Additional Research Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. 22
|
10.36
|
|
Exclusive License Agreement, dated November 20, 2007, between Cell Targeting, Inc. and Burnham Institute for Medical Research. 22
|
|
|
|
10.37
|
|
Stock Purchase Agreement, dated December 29, 2010, between Embryome Sciences, Inc. and Life Extension Foundation. 22
|
|
|
|
10.38
|
|
Stock Purchase Agreement, dated December 30, 2010, between Embryome Sciences, Inc. and Geothermal Coring, S.A. 22
|
|
|
|
10.39
|
|
Co-Exclusive Supply Agreement, Dated December 8, 2010, between BioTime Asia Limited and Shanghai Genext Medical Technology Co. Ltd. 22
|
|
|
|
10.40
|
|
OncoCyte Corporation 2010 Stock Option Plan;
Form of OncoCyte Corporation Stock Option Agreement. 22
|
|
|
|
10.41
|
|
OrthoCyte Corporation 2010 Stock Option Plan;
Form of OrthoCyte Corporation Stock Option Agreement. 22
|
|
|
|
10.42
|
|
BioTime Asia, Limited 2010 Stock Option Plan;
Form of BioTime Asia Limited Stock Option Agreement. 22
|
|
|
|
10.43
|
|
ReCyte Therapeutics, Inc. 2010 Stock Option Plan;
Form of ReCyte Therapeutics, Inc. Stock Option Agreement. 22
|
|
|
|
10.44
|
|
Lease, dated October 28, 2010, between SKS Harbor Bay Associates, LLC and BioTime, Inc. 22
|
|
|
|
10.45
|
|
Memorandum of Tenancy, Renewal of Tenancy and letters of offer and acceptance of renewal of tenancy between ES Cell International Pte. Ltd. and Jurong Town Corporation. 22
|
|
|
|
10.46
|
|
Genome Office Tenancy Renewal, Renewal of Tenancy and letters of offer and acceptance of renewal of tenancy between ES Cell International Pte Ltd. and Jurong Town Corporation. 22
|
|
|
|
10.4 7 |
Employment Agreement, dated June 28, 2011, between Biotime, Inc., OrthoCyte Corporation, and William P. Tew. 23
|
|
10.48
|
|
License Agreement between BioTime, Inc. and Cornell University (Portions of this exhibit have been omitted pursuant to a request for confidential treatment). 24
|
|
|
|
10.49
|
|
Employment Agreement, dated October 3, 2011, between BioTime, Inc. and Peter S. Garcia. 24
|
10.
50
|
|
License Option Agreement, dated December 15, 2011 between BioTime, Inc. and USCN Life Sciences, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) *
|
10.51 |
LifeMap, Inc. 2011 Stock Option Plan;
Form of LifeMap, Inc. Stock Option Agreement*
|
21.1
|
|
List of Subsidiaries.*
|
23.1 | Consent of Rothstein, Kass & Company, P.C.* | |
|
|
|
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.LAB
|
|
XBRL Taxonomy Extension Label Linkbase. *
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase. *
|
1
|
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.
|
2
|
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.
|
3
|
Incorporated by reference to BioTime’s Form 8-K, filed April 24, 1997.
|
4
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 1999.
|
5
|
Incorporated by reference to BioTime’s Form 10-K/A-1 for the year ended December 31, 2002.
|
6
|
Incorporated by reference to BioTime’s Form 8-K, filed December 30, 2004.
|
7
|
Incorporated by reference to BioTime’s Form 8-K, filed December 20, 2005.
|
8
|
Incorporated by reference to BioTime’s Form 8-K, filed January 13, 2006.
|
9
|
Incorporated by reference to BioTime’s Form 8-K, filed March 30, 2006.
|
10
|
Incorporated by reference to BioTime’s Form 8-K, filed January 9, 2008.
|
11
|
Incorporated by reference to BioTime’s Form 10-KSB for the year ended December 31, 2007.
|
12
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 2008.
|
13
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended September 30, 2008.
|
14
|
Incorporated by reference to BioTime’s Form 10-K for the year ended December 31, 2008.
|
15
|
Incorporated by reference to BioTime’s Form 8-K filed April 17, 2009.
|
16
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended March 31, 2009.
|
17
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 2009.
|
18
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended September 30, 2009.
|
19
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended March 31, 2010.
|
20
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 2010.
|
21
|
Incorporated by reference to BioTime’s Form 8-K filed October 19, 2010.
|
22
|
Incorporated by reference to BioTime’s Form 8-K 10-K for the year ended December 31, 2010.
|
23
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 2011.
|
24
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended September 30, 2011.
|
*
|
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 14, 2012
|
MICHAEL D. WEST, PH.D.
|
|
Director (Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/Peter S. Garcia
|
|
Chief Financial Officer (Principal
|
|
March 14, 2012
|
PETER S. GARCIA
|
|
Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Neal C. Bradsher
|
|
Director
|
|
March 14, 2012
|
NEAL C. BRADSHER
|
|
|
|
|
|
|
|
|
|
/s/ Arnold I. Burns |
|
Director
|
|
March 14, 2012
|
ARNOLD I. BURNS
|
|
|
|
|
|
|
|
|
|
/s/ Abraham E. Cohen
|
|
Director
|
|
March 14, 2012
|
ABRAHAM E. COHEN
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
March __, 2012
|
|
ALFRED D. KINGSLEY
|
|
|
|
|
|
|
|
|
|
/s/ Pedro Lichtinger
|
|
Director
|
|
March 14, 2012
|
PEDRO LICHTINGER
|
|
|
|
|
|
|
|
|
|
/s/Judith Segall
|
|
Director
|
|
March 14, 2012
|
JUDITH SEGALL
|
|
|
|
|
|
|
|
|
|
/s/Andrew von Eschenbach
|
|
Director
|
|
March 14, 2012
|
ANDREW VON ESCHENBACH
|
|
|
|
|
Exhibit
Numbers
|
|
Description
|
|
|
|
2.1
|
|
Equity and Note Purchase Agreement entered into as of April 28, 2010 by and between ES Cell Australia Limited, Pharmbio Growth Fund Pte Ltd., and Biomedical Sciences Investment Fund Pte Ltd. 19
|
|
|
|
2.2
|
|
Transfer Agreement dated May 3, 2010 between BioTime, Inc. and certain shareholders of ES Cell International Pte. Ltd. 19
|
|
|
|
2.3
|
|
Agreement and Plan of Merger, dated February 11, 2010, between Glycosan BioSystems, Inc., OrthoCyte Corporation, and BioTime, Inc. 22
|
|
|
|
3.1
|
|
Articles of Incorporation with all amendments. 18
|
|
|
|
3.2
|
|
By-Laws, As Amended. 2
|
|
|
|
4.1
|
|
Specimen of Common Share Certificate. 1
|
|
|
|
4.2
|
|
Warrant Agreement between BioTime, Inc., Broadwood Partners, L.P., and George Karfunkel. 16
|
|
|
|
4.3
|
|
Form of Warrant. 16
|
4.4
|
|
Warrant Agreement between BioTime, Inc. and Biomedical Sciences Investment Fund Pte Ltd. 19
|
|
|
|
10.1
|
|
Intellectual Property Agreement between BioTime, Inc. and Hal Sternberg. 1
|
|
|
|
10.2
|
|
Intellectual Property Agreement between BioTime, Inc. and Judith Segall. 1
|
|
|
|
10.3
|
|
2002 Stock Option Plan, as amended. 18
|
|
|
|
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). 3
|
|
|
|
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). 4
|
|
|
|
10.6
|
|
Exclusive License Agreement between BioTime, Inc. and CJ Corp. 5
|
|
|
|
10.7
|
|
Hextend
®
and
PentaLyte
®
Collaboration Agreement between BioTime, Inc. and Summit Pharmaceuticals International Corporation.6
|
|
|
|
10.8
|
|
Addendum to
Hextend
®
and
PentaLyte
®
Collaboration Agreement Between BioTime Inc. and Summit Pharmaceuticals International Corporation. 7
|
|
|
|
10.9
|
|
Amendment to Exclusive License Agreement Between BioTime, Inc. and Hospira, Inc. 8
|
10.10
|
|
Hextend
®
and
PentaLyte
®
China License Agreement Between BioTime, Inc. and Summit Pharmaceuticals International Corporation. 9
|
|
|
|
10.11
|
|
Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Michael D. West. 11
|
|
|
|
10.12
|
|
Commercial License and Option Agreement between BioTime and Wisconsin Alumni Research Foundation. 10
|
|
|
|
10.13
|
|
License, Product Production, and Distribution Agreement, dated June 19, 2008, among Lifeline Cell Technology, LLC, BioTime, Inc., and Embryome Sciences, Inc. 12
|
|
|
|
10.14
|
|
License Agreement, dated July 10, 2008, between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. 12
|
|
|
|
10.15
|
|
License Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. 13
|
|
|
|
10.16
|
|
Sublicense Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. 13
|
10.17
|
|
Stem Cell Agreement, dated February 23, 2009, between Embryome Sciences, Inc. and Reproductive Genetics Institute. 14
|
|
|
|
10.18
|
|
First Amendment of Commercial License and Option Agreement, dated March 11, 2009, between BioTime and Wisconsin Alumni Research Foundation. 14
|
|
|
|
10.19
|
|
Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Robert Peabody. 14
|
|
|
|
10.20
|
|
Fifth Amendment of Revolving Line of Credit Agreement, dated April 15, 2009. 15
|
|
|
|
10.21
|
|
Form of Amendment of Revolving Credit Note. 15
|
|
|
|
10.22
|
|
Fifth Amendment of Security Agreement, dated April 15, 2009. 15
|
|
|
|
10.23
|
|
Stock and Warrant Purchase Agreement between BioTime, Inc. and George Karfunkel. 16
|
|
|
|
10.24
|
|
Stock and Warrant Purchase Agreement between BioTime, Inc. and Broadwood Partners, L.P. 16
|
|
|
|
10.25
|
|
Registration Rights Agreement between BioTime, Inc., Broadwood Partners, L.P. and George Karfunkel.16
|
|
|
|
10.26
|
|
Co-Exclusive OEM Supply Agreement, date July 7, 2009, between Embryome Sciences, Inc. and Millipore Corporation (Portions of this exhibit have been omitted pursuant to a request for confidential treatment). 17
|
10.27
|
|
Stock Purchase Agreement between OncoCyte Corporation and George Karfunkel. 18
|
|
|
|
10.28
|
|
Registration Rights Agreement between OncoCyte Corporation and George Karfunkel. 18
|
|
|
|
10.29
|
|
Employment Agreement, dated August 3, 2009, between BioTime, Inc. and Walter Funk. 19
|
|
|
|
10.30
|
|
Sublease Agreement for 20 Biopolis #05-05/06 Centros, Singapore between Bioprocessing Technology Institute, Biomedical Sciences Institutes and ES Cell International Pte. Ltd. 20
|
|
|
|
10.31
|
|
Share Purchase Agreement, dated October 7, 2010, by and among Cell Cure Neurosciences, Limited, Teva Pharmaceutical Industries, Ltd, HBL-Hadasit Bio-Holdings, Ltd., and BioTime, Inc. 21
|
|
|
|
10.32
|
|
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. 22
|
|
|
|
10.33
|
|
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).22
|
|
|
|
10.34
|
|
Amended and Restated Research and License Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. 22
|
|
|
|
10.35
|
|
Additional Research Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. 22
|
10.36
|
|
Exclusive License Agreement, dated November 20, 2007, between Cell Targeting, Inc. and Burnham Institute for Medical Research. 22
|
|
|
|
10.37
|
|
Stock Purchase Agreement, dated December 29, 2010, between Embryome Sciences, Inc. and Life Extension Foundation. 22
|
|
|
|
10.38
|
|
Stock Purchase Agreement, dated December 30, 2010, between Embryome Sciences, Inc. and Geothermal Coring, S.A. 22
|
|
|
|
10.39
|
|
Co-Exclusive Supply Agreement, dated December 8, 2010, between BioTime Asia Limited and Shanghai Genext Medical Technology Co. Ltd. 22
|
|
|
|
10.40
|
|
OncoCyte Corporation 2010 Stock Option Plan;
Form of OncoCyte Corporation Stock Option Agreement. 22
|
|
|
|
10.41
|
|
OrthoCyte Corporation 2010 Stock Option Plan;
Form of OrthoCyte Corporation Stock Option Agreement. 22
|
|
|
|
10.42
|
|
BioTime Asia, Limited 2010 Stock Option Plan;
Form of BioTime Asia Limited Stock Option Agreement. 22
|
10.43
|
|
ReCyte Therapeutics, Inc. 2010 Stock Option Plan;
Form of ReCyte Therapeutics, Inc. Stock Option Agreement. 22
|
|
|
|
10.44
|
|
Lease, dated October 28, 2010, between SKS Harbor Bay Associates, LLC and BioTime, Inc. 22
|
|
|
|
10.45
|
|
Memorandum of Tenancy, Renewal of Tenancy and letters of offer and acceptance of renewal of tenancy between ES Cell International Pte. Ltd. and Jurong Town Corporation. 22
|
|
|
|
10.46
|
|
Genome Office Tenancy Renewal, Renewal of Tenancy and letters of offer and acceptance of renewal of tenancy between ES Cell International Pte. Ltd. and Jurong Town Corporation. 22
|
|
|
|
10.4 7 | Employment Agreement, dated June 28, 2011, between Biotime, Inc., OrthoCyte Corporation, and William P. Tew. 23 | |
10.48
|
|
License Agreement between BioTime, Inc. and Cornell University (Portions of this exhibit have been omitted pursuant to a request for confidential treatment). 24
|
|
|
|
10.49
|
|
Employment Agreement, dated October 3, 2011, between BioTime, Inc. and Peter S. Garcia. 24
|
|
|
|
|
License Option Agreement, dated December 15, 2011 between BioTime, Inc. and USCN Life Sciences, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) *
|
|
10.51 |
LifeMap, Inc. 2011 Stock Option Plan;
Form of LifeMap, Inc. Stock Option Agreement*
|
|
|
List of Subsidiaries.*
|
|
23.1 | Consent of Rothstein, Kass & Company, P.C.* | |
|
|
|
|
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.LAB
|
|
XBRL Taxonomy Extension Label Linkbase. *
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase. *
|
1
|
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.
|
2
|
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.
|
3
|
Incorporated by reference to BioTime’s Form 8-K, filed April 24, 1997.
|
4
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 1999.
|
5
|
Incorporated by reference to BioTime’s Form 10-K/A-1 for the year ended December 31, 2002.
|
6
|
Incorporated by reference to BioTime’s Form 8-K, filed December 30, 2004.
|
7
|
Incorporated by reference to BioTime’s Form 8-K, filed December 20, 2005.
|
8
|
Incorporated by reference to BioTime’s Form 8-K, filed January 13, 2006.
|
9
|
Incorporated by reference to BioTime’s Form 8-K, filed March 30, 2006.
|
10
|
Incorporated by reference to BioTime’s Form 8-K, filed January 9, 2008.
|
11
|
Incorporated by reference to BioTime’s Form 10-KSB for the year ended December 31, 2007.
|
12
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 2008.
|
13
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended September 30, 2008.
|
14
|
Incorporated by reference to BioTime’s Form 10-K for the year ended December 31, 2008.
|
15
|
Incorporated by reference to BioTime’s Form 8-K filed April 17, 2009.
|
16
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended March 31, 2009.
|
17
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 2009.
|
18
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended September 30, 2009.
|
19
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended March 31, 2010.
|
20
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 2010.
|
21
|
Incorporated by reference to BioTime’s Form 8-K filed October 19, 2010.
|
22
|
Incorporated by reference to BioTime’s Form 8-K 10-K for the year ended December 31, 2010.
|
23
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 2011.
|
24
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended September 30, 2011.
|
*
|
Filed herewith
|
By:
|
/s/Fengrong He
|
Title:
|
General Manager
|
BIOTIME, INC.
|
By:
|
/s/David Jin
|
Title:
|
Chief Medical Officer
|
By:
|
/s/Michael D. West
|
Title:
|
Chief Executive Officer
|
LifeMap Sciences, Inc.
|
||
By | ||
Title | ||
By | ||
Title |
Chief Financial Officer
|
|
EMPLOYEE:
|
||
(Signature)
|
||
|
||
(Please Print Name) |
Subsidiary
|
Jurisdiction of Incorporation or Organization
|
ReCyte Therapeutics, Inc.
|
California
|
OncoCyte Corporation
|
California
|
OrthoCyte Corporation
|
California
|
LifeMap Sciences, Inc.
|
California
|
ES Cell International Pte Ltd.
|
Singapore
|
BioTime Asia, Ltd.
|
Hong Kong
|
Cell Cure Neurosciences, Ltd.
|
Israel
|
LifeMap Sciences Pte Ltd.
|
Israel
|
/s/ Peter S. Garcia
|
|
Peter S. Garcia
|
|
Chief Financial Officer
|
|
/s/ Michael D. West
|
|
Michael D. West
|
|
Chief Executive Officer
|
|
/s/ Michael D. West
|
|
|
Michael D. West
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
/s/ Peter S. Garcia
|
|
|
Peter S. Garcia
|
|
|
Chief Financial Officer
|
|