California
|
94-3127919
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Name of exchange on which registered
|
|
Common shares, no par value
|
NYSE MKT
|
|
Common share purchase warrants expiring October 1, 2018
|
NYSE MKT
|
Large accelerated filer
☐
|
Accelerated filer
☒
|
Non-accelerated filer
☐
(Do not check if a smaller reporting company)
|
Smaller reporting company
☐
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Page
Number
|
|||
Part I.
|
Financial Information
|
||
Item 1 -
|
5
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||
Item 1A
|
41
|
||
Item 1B
|
51
|
||
Item 2 -
|
51
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||
Item 3 -
|
52
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Item 4 -
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52
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Part II.
|
Other Information
|
||
Item 5 -
|
53
|
||
Item 6 -
|
56
|
||
Item 7 -
|
58
|
||
Item 7A -
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70
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Item 8 -
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73
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Item 9 -
|
103
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Item 9A-
|
103
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Item 9B
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104
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Part III.
|
Item 10-
|
104
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Item 11-
|
104
|
||
Item 12-
|
104
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Item 13-
|
104
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Item 14-
|
104
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Part IV
|
Item 15 -
|
105
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Item 16 -
|
108 | ||
109
|
· |
AST-OPC1
is a therapy derived from pluripotent stem cells that is currently in a Phase I/IIa clinical trial for spinal cord injuries
,
with positive early efficacy data reported in September 2016.
|
· |
AST-VAC1
is a patient-specific cancer immunotherapy with promising Phase II clinical trial data in acute myeloid leukemia (“AML”).
|
· |
AST-VAC2
is a non-patient specific cancer immunotherapy for which the initiation of a Phase I/IIa clinical trial in non-small cell lung cancer is planned for the first half of 2017
.
|
● |
We presented positive early
Renevia
®
data at the International Federation for Adipose Therapeutics and Science meeting (IFATS) meeting in November. The data related to the treatment of the initial 9 run-in patients for BioTime’s ongoing pivotal clinical trial in Europe assessing the efficacy of
Renevia
®
for the treatment of HIV-associated lipoatrophy. In December, we achieved the recruitment milestone of 50 patients enrolled in the trial. We plan to stop enrollment in the trial in the first half of 2017 and to file for EU CE marking in the second half of 2017.
|
● |
We presented positive early
OpRegen
®
data at the International Symposium on Ocular Pharmacology and Therapeutics (ISOPT) in December. The data from the first cohort in the Phase I/IIa clinical trial of
OpRegen
®
in the advanced form of dry age-related macular degeneration (dry-AMD). By end of year 2017, some 1-year follow-up of cohort 2 and data from cohort 3 and beginning enrollment of cohort 4 are expected to be completed.
OpRegen
®
has received Fast Track designation from the FDA.
|
· |
Initial feasibility of our next-generation retinal restoration technology demonstrates engraftment of laboratory grown three-dimensional laminated human retinal tissue and functional recovery of blind rats, which was described in three presentations at the annual meeting of the Society for Neuroscience in November 2016 in San Diego by Dr. Igor Nasonkin, lab head at BioTime and at a presentation at the ISSCR congress in Basel Switzerland in February 2017.
|
● |
In November 2016, Asterias successfully administered the highest dose of 20 million cells of AST-OPC1 to a patient with complete cervical spinal cord injury (SCI) as part of the SCiStar Phase I/IIa clinical trial. In January 2017, Asterias announced positive efficacy results that showed additional motor function improvement at 6-months and 9-months following administration of 10 million AST-OPC1 cells in 6 AIS-A patients with complete cervical SCI. The results suggest that the improvements in arm, hand and finger function observed earlier in the study have been maintained and even further enhanced over time in most patients. Twelve-month efficacy and safety data for this cohort, as well as 6-month efficacy and safety data for the currently-enrolling AIS-A 20 million cell and AIS-B 10 million cell cohorts are expected during the third quarter of 2017. Asterias also plans to initiate discussions with the FDA in mid-2017 to determine the most appropriate clinical and regulatory path forward for AST-OPC1.
|
● |
On March 6, 2017, in relation to its blood-based diagnostic test designed to aid physicians in the early detection of lung cancer, OncoCyte announced the successful completion of a study of 300 blood samples from patients with lung nodules that had been determined to be malignant or benign, and that it has locked the prediction algorithm of the test. Based on the study results, OncoCyte announced that it will begin ramping-up its commercial capabilities in anticipation of the potential commercial launch of the test. OncoCyte will initiate a clinical validation phase for the diagnostic. During this phase, OncoCyte will also continue to carry out analytical validation studies to refine its operational stage laboratory processes, and will apply for certification of its CLIA diagnostic testing lab. Upon CLIA certification, OncoCyte will conduct a small CLIA lab validation study to demonstrate that the full assay system utilized in the CLIA lab provides the same results on clinical samples as those obtained in the R&D lab. OncoCyte will then begin a clinical validation study on a new set of at least 300 blinded prospectively collected blood samples to confirm whether the sensitivity and specificity of the test remain within commercial parameters in a CLIA operational setting. Assuming successful completion of these steps, OncoCyte anticipates launching the test commercially in the second half of 2017.
|
· |
OncoCyte presented data from an early study of the OncoCyte’s breast cancer test in a poster session at the 2016 San Antonio Breast Cancer Symposium (SABCS) in December. In January 2017, OncoCyte announced commencement of a 300-patient study for their breast cancer diagnostic test which is designed to replicate the successful findings from the earlier study. OncoCyte expects to complete this 300-patient study during mid-2017
.
|
· |
In May 2016, Asterias’ financial statements were deconsolidated from BioTime’s consolidated financial statements. The deconsolidation was a result of Asterias’ successful completion of an equity financing, which brought our ownership in Asterias to below 50%. Although our financial statements no longer include Asterias’ assets, liabilities or financial results, the value and changes in value of our shares of Asterias common stock will be reflected in our financial statements, which we believe will simplify our financial statements and may help investors better understand the financial performance and condition of BioTime’s operations. GAAP requires the consolidation of 100% of a majority-owned subsidiaries’ financials and results of operations even if the parent owns only a little over 50%.
|
· |
Similarly, as a result of the exercise of certain OncoCyte warrants held by certain OncoCyte investors, in February of 2017 OncoCyte’s financials were deconsolidated from BioTime’s consolidated financial statements. This deconsolidation is not reflected in this Report, but was reported in a Form 8-K that was filed on February 21, 2017, and will be reflected in BioTime’s future quarterly and annual consolidated financial statements to be filed with the Securities and Exchange Commission (the “SEC”).
|
· |
On January 4, 2016, OncoCyte shares were listed and began trading “regular way” on the NYSE MKT under the symbol OCX. This event triggered enhanced liquidity for BioTime shareholders who received one share of OncoCyte for every 20 shares of BioTime as a dividend at the end of 2015.
|
● |
During 2016, the BioTime Family of Companies collectively had 44 new patents issued worldwide.
|
● |
In 2016, our subsidiary, Cell Cure Neurosciences Ltd. (“Cell Cure”), was awarded a grant of 8.4 million shekels (approximately $2.2 million) from the Israel Innovation Authority, or the IIA (formerly the Office of the Chief Scientist of Israel) of the Ministry of Economy and Industry to help finance the development of
OpRegen
®
. This brings the total grants received to date to approximately $9 million.
|
· |
In June 2016, we raised $20.1 million gross proceeds from new and previous investors in an underwritten public offering of our common shares.
|
( 1) |
Includes shares owned by BioTime and ES Cell International Pte. Ltd. Does not include shares that would be owned by BioTime, if BioTime were to convert certain convertible debt into Cell Cure ordinary shares (see below for an explanation).
|
(2) |
See Note 16 to our consolidated financial statements included elsewhere in this Report. Beginning February 17, 2017, BioTime deconsolidated OncoCyte and OncoCyte is no longer a subsidiary of BioTime as of that date, but remains an affiliate and significant investee of BioTime.
|
(3)
|
Since the deconsolidation of Asterias in May 2016, Asterias is a significant affiliate of BioTime.
|
BioTime believes that it and its subsidiaries and affiliates have the world’s premier collection of pluripotent cell assets. Pluripotent cells, which are capable of becoming any of the cell types of the human body, have potential applications in many areas of medicine with large unmet patient needs, including various age-related degenerative diseases and degenerative conditions for which there are presently no cures. Unlike pharmaceuticals that require a molecular target, therapeutic strategies based on the use of pluripotent cells are generally aimed at regenerating or replacing affected cells and tissues, and therefore may have broader applicability than pharmaceutical products.
BioTime has two key pluripotent platforms,
PureStem
®
and ESI pluripotent stem cell lines.
PureStem
®
human Embryonic derived Progenitor Cells (hEPC) address significant challenges in regenerative medicine through their purity, proliferative capacity and ability to better predictably acquire tissue specificity or “differentiate,” into a broad spectrum of cell types in a simplified and controlled fashion. These advantages allow the production, on a commercial scale, of pure cultures of potentially therapeutic cell types that do not contain uncharacterized “undifferentiated” cell types. The ESI pluripotent stem cell lines are the first clinical grade human embryonic stem cell lines and they were derived under current Good Tissue Practice (cGTP) conditions. They are NIH-registered and are among the best-characterized and documented human stem cell lines available today, with complete genome sequence, STR-fingerprint and HLA-type data available.
|
|
|
The patented technology underlying our
HyStem
®
hydrogel products in development, such as
Renevia
®
and
ReGlyde™
, was developed at the University of Utah and has been exclusively licensed to us for human therapeutic uses. The
HyStem
®
technology is based on a unique thiol cross-linking chemistry to prepare hyaluronan-based hydrogels. Since the first published report in 2002, there have been over 150 academic scientific publications supporting the biocompatibility of thiol cross-linked hyaluronan-based hydrogels and their applications as medical devices and in cell culture, tissue engineering, and animal models of cell-based therapies.
Due to the unique cross-linking chemistry,
HyStem
®
hydrogels can be injected or applied as a liquid which allows the hydrogel to conform to the cavity or space, and gelation occurs
in situ
without harming the recipient tissue. This property of
HyStem
®
hydrogels offers several distinct advantages over other hydrogels, including the possibility of combining bioactive materials with the hydrogel at the point of use. Building upon this platform, we are developing the
HyStem
®
family of unique, biocompatible resorbable hydrogel products.
|
|
|
|
|
We are developing
Renevia
®
, a clinical-grade
HyStem
®
hydrogel, as an injectable product.
Renevia
®
is being developed to address an immediate need in facial aesthetic procedures, and certain reconstructive surgeries, by improving the process of transplanting a patient’s own fat progenitor cells to potentially provide a better looking, more natural feeling and longer lasting benefit.
Cells obtained from a patient, such as adipose cells obtained through liposuction, can be transplanted back into the same patient at another location in the body without the risk of rejection and potential contamination associated with the transplant of allogenic donor tissues. However, the transplantation of cells without the molecular matrix in which cells normally reside often leads to widespread cell death or the failure of the transplanted cells to remain at the transplant site. The transfer of cells in
Renevia
®
may resolve this issue by localizing the transplanted cells at the intended site and by providing a three-dimensional scaffold upon which cells can attach and rebuild normal tissue.
|
The pivotal clinical study design includes a minimum of 56 and up to 92 HIV positive males and females between 18-65 years of age. Subjects will be randomized with half in a treatment group and half in a delayed-treatment cohort, each receiving a single treatment procedure of
Renevia
®
with autologous adipose cells harvested by liposuction and implanted in the mid-facial region. Patients are being monitored at one, three, and six-month intervals after treatment.
|
|
|
|
|
Data from the run-in portion of the study (N=9) indicated that adipose progenitor cells (fat cells), obtained from a liposuction aspirate, remained viable and were observed to proliferate when combined with
Renevia
®
hydrogel. Analysis suggests that the grafts retain volume over the assessment period, and the treating physician observed incremental volume was retained in patients who had progressed to the one-year follow-up evaluation. In addition, there were encouraging signs of new tissue regeneration observed. No serious adverse events were noted during the run-in portion of the study.
|
|
|
AMD is a major disease of aging and is the leading eye disease responsible for visual impairment of elderly persons in the US, Europe and Australia. AMD affects the macula, which is the part of the retina responsible for sharp, central vision that is important for facial recognition, reading and driving. There are two forms of AMD, the dry form and the wet form. The dry form or dry-AMD advances slowly and painlessly but may progress to geographic atrophy in which RPE cells and photoreceptors degenerate and are lost. Once the atrophy involves the fovea (the center of the macula), patients lose their central vision and may develop legal blindness. The U.S. Centers for Disease Control and Prevention estimate that about 1.8 million people in the U.S. have advanced-stage AMD, while another 7.3 million have an earlier stage of AMD and are at risk of vision impairment from the disease. Most people are afflicted with the dry form of the disease, for which there is currently no effective treatment. One of the most promising future therapies for age-related AMD is the replacement of the layer of damaged RPE cells that support and nourish the retina.
|
On February 16, 2015, the clinical trial entitled “Phase I/IIa Dose Escalation Safety and Efficacy Study of Human Embryonic Stem Cell-Derived Retinal Pigment Epithelium Cells Transplanted Subretinally in Patients with Advanced Dry-Form Age-Related Macular Degeneration with Geographic Atrophy” was initiated in Hadassah University Medical Center in Jerusalem. The primary objective of this trial is to evaluate the safety of three different dose regimens in the treatment of the advanced form of dry age-related macular degeneration (dry-AMD), a condition for which there is currently no FDA-approved therapy. The study will evaluate three different dose regimens of
OpRegen
®
in four cohorts.
All patients enrolled in the study will be 50 years of age or older, with the advanced form of dry-AMD called geographic atrophy with absence of additional concomitant ocular disorders. The eye in which the disease has progressed the most will be treated, while the other eye will serve as a control. Following injection, the patients will be followed for 12 months at specified intervals, to evaluate the safety and tolerability of
OpRegen
®
. Currently there are three study sites in Israel and two sites in the initiation process in the U.S. Enrollment in the second cohort, in which patients are receiving a higher and more clinically meaningful 200,000 cell dose started in 2016. Cell Cure intends to approach the DSMB in the second quarter of this year for approval to begin administering the next higher, 500,000 cell dose to the third cohort, and if approved, also begin the fourth cohort before year end. The most up-to-date data from patients in cohort 2 of the clinical trial will be presented May 7-11 at ARVO 2017 in Baltimore, Maryland.
|
|
|
Following the initial 12-month period, patients will continue to be evaluated at longer intervals for an additional period of time up to five years following injection. A secondary objective of the clinical trial will be to examine the ability of transplanted
OpRegen
®
to engraft, survive, and modulate disease progression in the patients. In addition to thorough characterization of visual function, a battery of vision tests will be used to quantify improvements in reducing the progression of the disease. Research and development of the enabling technology of
OpRegen
®
has been conducted at Hadassah Medical Organization (“Hadassah”), and the clinical development is being conducted by Cell Cure under an exclusive license from Hadasit Medical Research Services and Development Limited (“Hadasit”), which is the technology transfer office of Hadassah.
|
|
|
|
|
Data from the first cohort of patients were presented at the International Symposium on Ocular Pharmacology and Therapeutics (ISOPT) on Friday, December 2, 2016, in Rome, Italy. In this cohort,
OpRegen
®
was successfully administered with no serious adverse events. Retinal imaging presented suggested the presence and survival of the transplanted cells in the sub-retinal space for up to one year.
|
HyStem
®
-BDNF
|
· |
Upper Extremity Motor Score - For the five patients who had completed at least 6 months of follow-up at the time of the announcement, five of five patients saw their early improvements in upper extremity motor score (UEMS) at 3 months maintained or further increased through their most recent data point (6 months or 9 months, depending on the most recent data available for each patient).
|
· |
Motor Level Improvement - For patients completing at least 6 months of follow up, as of the date of each patient’s last follow-up visit, 100% (five of five) had achieved at least a one motor level improvement (using the ISNCSCI scale) over baseline on at least one side, and 40% (two of five) had achieved two motor levels over baseline on at least one side, with one of these patients achieving a two-motor level improvement on both sides.
|
· |
The trial results from the Phase I/IIa study continued to reveal a positive safety profile for AST-OPC1. There have been no serious adverse events related to AST-OPC1 and data from the study indicate that AST-OPC1 can be safely administered to patients in the subacute period after severe cervical spinal cord injury.
|
Revenues for the Year ending
December 31,
|
||||||||||||
Sources of Revenues
|
2016
|
2015
|
2014
|
|||||||||
CIRM grant income
|
38.0
|
%
|
42.7
|
%
|
19.7
|
%
|
||||||
NIH grant income
|
-
|
%
|
6.5
|
%
|
12.5
|
%
|
||||||
IIA (formerly OCS) grant income (Cell Cure, Israel)
|
24.0
|
%
|
14.4
|
%
|
31.3
|
%
|
||||||
Subscriptions, advertising and other (various customers)
(1)
|
35.0
|
%
|
29.4
|
%
|
32.5
|
%
|
||||||
Other
(1)
|
3.0
|
%
|
7.0
|
%
|
4.0
|
%
|
Revenues for the Year Ended
December 31,
|
||||||||||||
Geographic Area
|
2016
|
2015
|
2014
|
|||||||||
Domestic
|
$
|
4,497
|
$
|
5,976
|
$
|
3,586
|
||||||
Asia
|
1,426
|
1,060
|
1,658
|
|||||||||
Total revenues
|
$
|
5,923
|
$
|
7,036
|
$
|
5,244
|
● |
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.
|
● |
Third-party payers that provide coverage to the patient, such as an insurance company, a managed care organization or a governmental payer program;
|
● |
Physicians or other authorized parties, such as hospitals or independent laboratories, that order the testing service or otherwise refer the testing services to OncoCyte; or
|
● |
Patients in cases where the patient has no insurance, has insurance that partially covers the testing, or owes a co-payment, co-insurance or deductible amount.
|
● |
Analysis of multiple biomarkers of DNA, RNA or proteins combined with a unique algorithm to yield a single patient-specific result;
|
● |
Cleared or approved by the FDA; or
|
● |
Meets other similar criteria established by the Secretary of Health and Human Services.
|
● |
The tests OncoCyte will offer will most likely be classified as CDLTs.
|
● |
If data shows that the list price was greater than 130% of the payment using established methodology, generally a weighted median, CMS will recoup the difference from the laboratory through a payment claw back.
|
● |
Payment will be updated annually based on the weighted median of commercial payer reimbursement.
|
● |
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 $36.1 million
,
$42.6 million, and $37.5 million during the years ended December 31, 2016, 2015, and 2014, 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. 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 other companies or we may discontinue one or more of the research or product development programs. Any such arrangements may be dilutive to our ownership or economic interest in the 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.
|
● |
Ocata, which was recently acquired by a subsidiary of Astellas Pharma, Inc. for $379 million, is conducting clinical trials of a pluripotent stem cell product designed to treat AMD. If the Ocata product is proven to be safe and effective, it may reach the market ahead of
OpRegen
®
Moreover, Ocata was recently issued a patent pertaining to the manufacture of RPE products that could adversely impact the rights of Cell Cure to manufacture
OpRegen
®
.
|
● |
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.
|
● |
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 and the other members of the BioTime Family of Companies, including Asterias and OncoCyte, plan to continue to incur substantial research and product development expenses and will need to raise additional capital to pay operating expenses.
|
● |
The ability of BioTime, Asterias and OncoCyte to raise additional equity or debt capital will depend, not only on progress made in developing new products and technologies, but also on access to capital and conditions in the capital markets. There is no assurance that we or Asterias and OncoCyte will be able to raise capital at times and in amounts needed to finance product development, clinical trials, and general operations. Even if capital is available, it may not be available on terms that we or our shareholders would consider favorable.
|
● |
Sales of additional equity securities by us or our subsidiaries could result in the dilution of the interests of present shareholders.
|
● |
pluripotent stem 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 pluripotent stem cells or other cells or products derived from pluripotent stem or other cells, we will need to develop processes and technology for the commercial production of those products.
|
● |
pluripotent stem 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. We may not be able to sell our products in sufficient volumes to recover our costs 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 and regulatory changes that could delay, limit, or prevent regulatory agency approvals.
|
· |
Because the therapeutic products we are developing with pluripotent stem cell 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 it deems necessary.
|
● |
We will face similar regulatory issues in foreign countries.
|
● |
delays in securing clinical investigators or trial sites for our clinical trials;
|
● |
delays in obtaining institutional review board (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;
|
● |
negative or inconclusive results from clinical trials;
|
● |
unforeseen side effects, possibly resulting in the FDA or other regulatory authorities denying approval of our product candidates;
|
● |
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 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 in all key markets.
|
● |
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 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.
|
● |
Litigation, interferences, oppositions, inter partes reviews or other proceedings are, have been and may in the future be necessary in some instances to determine the validity and scope of certain of our proprietary rights, and in other instances to determine the validity, scope or non-infringement of certain patent rights claimed by third parties to be pertinent to the manufacture, use or sale of our products. This means that patents owned or licensed by us may be lost if the outcome of a proceeding is unfavorable to us.
|
· |
new laws, regulations or judicial decisions, or new interpretations of existing laws, regulations or decisions, related to health care availability, pricing or marketing practices, compliance with wage and hour laws and other employment practices, method of delivery, payment for health care products and services, compliance with health information and data privacy and security laws and regulations, tracking and reporting payments and other transfers of value made to physicians and teaching hospitals, extensive anti-bribery and anti-corruption prohibitions, product serialization and labeling requirements and used product take-back requirements;
|
· |
changes in the FDA and foreign regulatory approval processes that may delay or prevent the approval of new products and result in lost market opportunity;
|
· |
requirements that provide for increased transparency of clinical trial results and quality data, such as the EMA’s clinical transparency policy, which could impact our ability to protect trade secrets and competitively-sensitive information contained in approval applications or could be misinterpreted leading to reputational damage, misperception or legal action which could harm our business; and
|
· |
changes in FDA and foreign regulations that may require additional safety monitoring, labeling changes, restrictions on product distribution or use, or other measures after the introduction of our products to market, which could increase our costs of doing business, adversely affect the future permitted uses of approved products, or otherwise adversely affect the market for our products.
|
· |
OncoCyte may be required to obtain pre-market clearance or approval before selling its diagnostic tests;
|
· |
As a result of required FDA pre-market review, OncoCyte’s tests may not be cleared or approved on a timely basis, if at all;
|
· |
FDA labeling requirements may limit OncoCyte’s claims about its diagnostic tests, which may have a negative effect on orders from physicians;
|
· |
The regulatory approval process may involve, among other things, successfully completing additional clinical trials and making a 510(k) submission, or filing a pre-market approval application with the FDA; and,
|
· |
If regulatory actions affect any of the reagents OncoCyte obtain from suppliers and use in conducting its tests, its business could be adversely affected in the form of increased costs of testing or delays, limits or prohibitions on the purchase of reagents necessary to perform its testing.
|
· |
If data shows that the list price was greater than 130% of the payment using established methodology (a weighted median), CMS will recoup the difference from the laboratory through a payment claw back.
|
· |
Payment will be updated annually based on the weighted median of commercial payer reimbursement.
|
● |
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 therapy or diagnostic test, even though the outcome of those trials and the likelihood of ultimate FDA approval of a therapeutic product 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.
|
Lease Year
|
Annual
Base Rent
|
Monthly
Installment
of Base Rent
|
|||||||
1
|
$
|
776,034
|
$
|
64,669
|
|||||
2
|
$
|
798,206
|
$
|
66,517
|
|||||
3
|
$
|
824,074
|
$
|
68,672
|
|||||
4
|
$
|
846,246
|
$
|
70,520
|
|||||
5
|
$
|
872,114
|
$
|
72,676
|
|||||
6
|
$
|
897,982
|
$
|
74,831
|
|||||
7
|
$
|
927,545
|
$
|
77,295
|
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
|
Quarter Ended
|
High
|
Low
|
||||||
March 31, 2015
|
$
|
5.46
|
$
|
3.81
|
||||
June 30, 2015
|
$
|
5.88
|
$
|
3.51
|
||||
September 30, 2015
|
$
|
3.71
|
$
|
2.53
|
||||
December 31, 2015
|
$
|
4.38
|
$
|
3.19
|
||||
March 31, 2016
|
$
|
3.68
|
$
|
2.08
|
||||
June 30, 2016
|
$
|
3.25
|
$
|
2.29
|
||||
September 30, 2016
|
$
|
3.97
|
$
|
2.70
|
||||
December 31, 2016
|
$
|
3.89
|
$
|
2.89
|
Plan Category
|
Number of
Shares to be
Issued upon
Exercise of
Outstanding
Options and
Vesting of Restricted
Stock Units, and
Rights
|
Weighted
Average
Exercise
Price of the
Outstanding
Options,
and
Rights
|
Number of
Shares
Remaining
Available for
Future Issuance
under Equity
Compensation
Plans
|
|||||||||
BioTime Equity Compensation Plans Approved by Shareholders
(1)
|
7,058
|
(1)
|
$
|
3.60
|
2,894
|
(1) |
Includes 100,000 outstanding Restricted Stock Units, or RSUs.
|
Number of
Shares to be
Issued upon
Exercise of
Outstanding
Options
and
Rights
|
Weighted
Average Exercise
Price of the
Outstanding
Options,
and
Rights
|
Number of
Shares
Remaining
Available for
Future Issuance
under Equity
Compensation
Plans
|
||||||||||
OrthoCyte Equity Compensation Plans Approved by Shareholders
(1)
|
1,300
|
$
|
0.06
|
2,700
|
||||||||
OncoCyte Equity Compensation Plans Approved by Shareholders
(1)
|
3,017
|
$
|
2.52
|
880
|
||||||||
ReCyte Therapeutics Equity Compensation Plans Approved by Shareholders
(1)
|
1,250
|
$
|
2.05
|
2,750
|
||||||||
BioTime Asia Equity Compensation Plans Approved by Shareholders
(1)
|
300
|
$
|
0.01
|
1,300
|
||||||||
Cell Cure Compensation Plans Approved by Shareholders
(1)(2)
|
81
|
$
|
38.00
|
44
|
||||||||
LifeMap Sciences Equity Compensation Plans Approved by Shareholders
(1)
|
1,596
|
$
|
1.44
|
746
|
||||||||
LifeMap Solutions Compensation Plans Approved by Shareholders
(1)
|
12
|
$
|
500.00
|
7
|
(1) |
BioTime is, directly or through one or more subsidiaries, the majority shareholder. Except for OncoCyte, all other common stock underlying the stock options under the respective equity plans are privately-held.
|
(2) |
Cell Cure Share Option Plan US dollar exercise price is approximated based on the conversion rate between the US dollar and the New Israeli Shekel, NIS, at the time of grant. The exercise price is denominated in NIS and is 154 per share.
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
||||||||||||||||||||
BioTime, Inc.
|
Return %
|
-45.96
|
14.65
|
3.61
|
9.92
|
-4.53
|
|||||||||||||||||||
Cum $
|
100.00
|
54.04
|
61.96
|
64.20
|
70.57
|
67.37
|
|||||||||||||||||||
AMEX Market Value (US Companies)
|
Return %
|
9.84
|
10.23
|
5.09
|
-22.23
|
12.45
|
|||||||||||||||||||
Cum $
|
100.00
|
109.84
|
121.09
|
127.25
|
98.96
|
111.28
|
|||||||||||||||||||
NYSE Arca Biotechnology Index
|
Return %
|
41.88
|
50.80
|
47.91
|
11.39
|
-19.15
|
|||||||||||||||||||
Cum $
|
100.00
|
141.88
|
213.96
|
316.48
|
352.53
|
285.03
|
(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. 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, 2011. The cumulative total return on BioTime common shares has been computed based on a price of $5.81per share, the price at which BioTime’s common shares closed on December 31, 2011.
|
Year Ended December 31,
|
||||||||||||||||||||
REVENUES:
|
2016
|
2015
|
2014
|
2013
|
2012
|
|||||||||||||||
Grant income
|
$
|
3,671
|
$
|
4,502
|
$
|
3,297
|
$
|
1,573
|
$
|
2,222
|
||||||||||
Royalties from product sales and license fees
|
544
|
719
|
398
|
367
|
542
|
|||||||||||||||
Subscription and advertisement
|
972
|
1,357
|
1,173
|
2,218
|
900
|
|||||||||||||||
Sales of research products and services
|
736
|
458
|
376
|
276
|
251
|
|||||||||||||||
Total revenues
|
5,923
|
7,036
|
5,244
|
4,434
|
3,915
|
|||||||||||||||
Cost of sales
|
(358
|
)
|
(1,107
|
)
|
(837
|
)
|
(793
|
)
|
(434
|
)
|
||||||||||
Gross profit
|
5,565
|
5,929
|
4,407
|
3,641
|
3,481
|
|||||||||||||||
OPERATING EXPENSES:
|
||||||||||||||||||||
Research and development
|
(36,106
|
)
|
(42,604
|
)
|
(37,533
|
)
|
(26,609
|
)
|
(18,117
|
)
|
||||||||||
Acquired in-process research and development
(1)
|
-
|
-
|
-
|
(17,459
|
)
|
-
|
||||||||||||||
General and administrative
|
(28,426
|
)
|
(29,134
|
)
|
(17,556
|
)
|
(15,559
|
)
|
(10,365
|
)
|
||||||||||
Total operating expenses
|
(64,532
|
)
|
(71,738
|
)
|
(55,089
|
)
|
(59,627
|
)
|
(28,482
|
)
|
||||||||||
Loss from operations
|
(58,967
|
)
|
(65,809
|
)
|
(50,682
|
)
|
(55,986
|
)
|
(25,001
|
)
|
||||||||||
OTHER INCOME/(EXPENSE):
|
||||||||||||||||||||
Interest income/(expense), net
|
(747
|
)
|
(340
|
)
|
(89
|
)
|
-
|
19
|
||||||||||||
BioTime’s share of losses and impairment in equity method investment in Ascendance
|
(4,671
|
)
|
(35
|
)
|
-
|
-
|
-
|
|||||||||||||
Gain on deconsolidation of Asterias
|
49,048
|
-
|
||||||||||||||||||
Gain on equity method investment in Asterias at fair value
|
34,361
|
-
|
-
|
-
|
-
|
|||||||||||||||
Gain on investment
|
-
|
3,694
|
-
|
-
|
-
|
|||||||||||||||
Other (expense)/income, net
|
(403
|
)
|
(160
|
)
|
(384
|
)
|
(204
|
)
|
(324
|
)
|
||||||||||
Total other (expenses)/income, net
|
77,588
|
3,159
|
(473
|
)
|
(204
|
)
|
(305
|
)
|
||||||||||||
INCOME (LOSS) BEFORE INCOME TAX BENEFITS
|
18,621
|
(62,650
|
)
|
(51,155
|
)
|
(56,190
|
)
|
(25,306
|
)
|
|||||||||||
Deferred income tax benefit
|
-
|
4,516
|
7,376
|
3,281
|
-
|
|||||||||||||||
NET INCOME (LOSS)
|
18,621
|
(58,134
|
)
|
(43,779
|
)
|
(52,909
|
)
|
(25,306
|
)
|
|||||||||||
Net loss attributable to noncontrolling interest
|
14,951
|
11,143
|
7,367
|
9,026
|
3,880
|
|||||||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO BIOTIME, INC.
|
33,572
|
(46,991
|
)
|
(36,412
|
)
|
(43,883
|
)
|
(21,426
|
)
|
|||||||||||
Dividends on preferred shares
|
-
|
(415
|
)
|
(87
|
)
|
-
|
-
|
|||||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO BIOTIME, INC. COMMON SHAREHOLDERS
|
$
|
33,572
|
$
|
(47,406
|
)
|
$
|
(36,499
|
)
|
$
|
(43,883
|
)
|
$
|
(21,426
|
)
|
||||||
NET INCOME (LOSS) PER COMMON SHARE
|
||||||||||||||||||||
BASIC
|
$
|
0.35
|
$
|
(0.59
|
)
|
$
|
(0.55
|
)
|
$
|
(0.81
|
)
|
$
|
(0.44
|
)
|
||||||
DILUTED
|
$
|
0.34
|
$
|
(0.59
|
)
|
$
|
(0.55
|
)
|
$
|
(0.81
|
)
|
$
|
(0.44
|
)
|
||||||
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING:
|
||||||||||||||||||||
BASIC
|
97,316
|
79,711
|
66,467
|
54,226
|
49,214
|
|||||||||||||||
DILUTED
|
99,553
|
79,711
|
66,467
|
54,226
|
49,214
|
(1) |
Represents the value of incomplete research and development projects acquired by Asterias from Geron Corporation under an Asset Contribution Agreement.
|
December 31, | ||||||||||||||||||||
2016 (2) | 2015 | 2014 | 2013 | 2012 | ||||||||||||||||
Consolidated Balance Sheet Data
|
||||||||||||||||||||
(in thousands):
|
||||||||||||||||||||
Cash and cash equivalents
|
$
|
22,088
|
$
|
42,229
|
$
|
29,487
|
$
|
5,495
|
$
|
4,350
|
||||||||||
Total assets
|
142,572
|
94,660
|
74,901
|
57,730
|
29,749
|
|||||||||||||||
Total liabilities
|
12,064
|
18,213
|
12,178
|
15,467
|
5,454
|
|||||||||||||||
Accumulated deficit
|
(196,321
|
)
|
(229,893
|
)
|
(182,190
|
)
|
(145,778
|
)
|
(101,896
|
)
|
||||||||||
Total shareholder’s equity
|
$
|
130,508
|
$
|
76,447
|
$
|
62,723
|
$
|
42,262
|
$
|
24,294
|
(2) |
Reflects the effect of the Asterias Deconsolidation that occurred on May 13, 2016. See Note 3 to our consolidated financial statements included elsewhere in this Report.
|
Year Ended December 31, 2016
|
Year Ended December 31, 2015
|
|||||||||||||||||||||||
Consolidated
Results of
Operations
|
Asterias
(133 days)
|
Consolidated
Results less
Asterias
|
Consolidated
Results of
Operations
|
Asterias
|
Consolidated
Results less
Asterias
|
|||||||||||||||||||
REVENUES:
|
||||||||||||||||||||||||
Grant income
|
$
|
3,671
|
$
|
2,247
|
$
|
1,424
|
$
|
4,502
|
$
|
3,007
|
$
|
1,495
|
||||||||||||
Royalties from product sales and license fees
|
544
|
107
|
437
|
719
|
535
|
184
|
||||||||||||||||||
Subscription and advertising
|
972
|
-
|
972
|
1,357
|
-
|
1,357
|
||||||||||||||||||
Sale of research products and services
|
736
|
-
|
736
|
458
|
40
|
418
|
||||||||||||||||||
Total revenues
|
5,923
|
2,354
|
3,569
|
7,036
|
3,582
|
3,454
|
||||||||||||||||||
Cost of sales
|
(358
|
)
|
(53
|
)
|
(305
|
)
|
(1,107
|
)
|
(268
|
)
|
(839
|
)
|
||||||||||||
Gross profit
|
$
|
5,565
|
$
|
2,301
|
$
|
3,264
|
$
|
5,929
|
$
|
3,314
|
$
|
2,615
|
Year Ended December 31,
|
$
Increase/
|
%
Increase/
|
||||||||||||||
2016
|
2015
|
Decrease
|
Decrease
|
|||||||||||||
Grant income
|
$
|
3,671
|
$
|
4,502
|
$
|
-831
|
-18%
|
|||||||||
Royalty from product sales and license fees
|
544
|
719
|
-175
|
-24%
|
|
|||||||||||
Subscription and advertising
|
972
|
1,357
|
|
-385
|
-28%
|
|
||||||||||
Sales of research products and services
|
736
|
458
|
+278
|
+61%
|
|
|||||||||||
Total revenues
|
5,923
|
7,036
|
-1,113
|
-16%
|
|
|||||||||||
Cost of sales
|
(358
|
)
|
(1,107
|
)
|
-749
|
-68%
|
|
|||||||||
Gross profit
|
$
|
5,565
|
$
|
5,929
|
$
|
-364
|
-6%
|
|
Years Ended December 31,
|
$ Increase/
|
% Increase/
|
||||||||||||||
2016
|
2015
|
Decrease
|
Decrease
|
|||||||||||||
Research and development expenses
|
$
|
36,106
|
$
|
42,604
|
$
|
-6,498
|
- 15%
|
|||||||||
General and administrative expenses
|
28,426
|
29,134
|
-708
|
-2%
|
|
Year Ended December 31, 2016
|
Year Ended December 31, 2015
|
|||||||||||||||||||||||
Consolidated
Results of
Operations
|
Asterias
(133 days)
|
Consolidated
Results less
Asterias
|
Consolidated
Results of
Operations
|
Asterias
|
Consolidated
Results less
Asterias
|
|||||||||||||||||||
OPERATING EXPENSES:
|
||||||||||||||||||||||||
Research and development
|
$
|
36,106
|
$
|
8,684
|
$
|
27,422
|
$
|
42,604
|
$
|
17,322
|
$
|
25,282
|
||||||||||||
General and administrative
|
28,426
|
7,561
|
20,865
|
29,134
|
7,711
|
21,423
|
Amount
(1)
|
Percent
|
||||||||||||||||
Company
|
Program
|
2016
|
2015
|
2016
|
2015
|
||||||||||||
BioTime and ESI
|
PureStem
®
progenitor and pluripotent cell lines, and related research products
|
$
|
6,060
|
$
|
5,196
|
16.8
|
%
|
12.2
|
%
|
||||||||
BioTime
|
Renevia
®
and other
HyStem
®
products and research
|
3,856
|
4,047
|
10.7
|
%
|
9.5
|
%
|
||||||||||
BioTime
|
Hextend
®
|
54
|
59
|
0.1
|
%
|
0.1
|
%
|
||||||||||
Cell Cure
(2)
|
OpRegen
®
|
4,803
|
4,086
|
13.3
|
%
|
9.6
|
%
|
||||||||||
OrthoCyte
|
Orthopedic therapy
|
606
|
590
|
1.7
|
%
|
1.4
|
%
|
||||||||||
ReCyte Therapeutics
|
Cardiovascular therapy
|
949
|
1,142
|
2.6
|
%
|
2.7
|
%
|
||||||||||
Subtotal therapeutic projects
|
16,328
|
15,120
|
45.2
|
%
|
35.5
|
%
|
|||||||||||
Asterias
(3)
|
Pluripotent cell therapy programs
|
8,684
|
17,322
|
24.1
|
%
|
40.7
|
%
|
||||||||||
LifeMap Sciences
(4)
|
Databases and mobile health products
|
5,348
|
5,251
|
14.8
|
%
|
12.3
|
%
|
||||||||||
OncoCyte
|
Cancer diagnostics
|
5,746
|
4,911
|
15.9
|
%
|
11.5
|
%
|
||||||||||
Subtotal non-therapeutic projects
|
11,094
|
10,162
|
30.7
|
%
|
23.8
|
%
|
|||||||||||
Total projects
|
$
|
36,106
|
$
|
42,604
|
100.0
|
%
|
100.0
|
%
|
(1) |
Amount includes research and development expenses incurred directly by the named subsidiary and certain general research and development expenses, such as lab supplies, lab expenses, rent, and insurance allocated to research and development expenses, incurred directly by BioTime on behalf of the subsidiary and allocated to the subsidiary.
|
(2) |
Cell Cure expenses, although shown at 100% in the table, are funded 75% by BioTime and 25% by non-controlling interests in Cell Cure.
|
(3) |
Amounts for 2016 include only the period from January 1 through May 12, 2016, due to the deconsolidation of Asterias.
|
(4) |
Includes LifeMap Solutions, Inc., a wholly-owned subsidiary of LifeMap Sciences.
|
Amount
(1)
|
Percent
|
|||||||||||||||
Company
|
2016
|
2015
|
2016
|
2015
|
||||||||||||
BioTime
|
$
|
8,958
|
$
|
9,761
|
31.5%
|
33.5%
|
|
|||||||||
Cell Cure
(4)
|
1,185
|
655
|
4.2%
|
2.2%
|
|
|||||||||||
OrthoCyte
|
570
|
582
|
2.0%
|
|
2.0%
|
|
||||||||||
ReCyte Therapeutics
|
581
|
760
|
2.0%
|
|
2.6%
|
|
||||||||||
ESI
|
276
|
245
|
1.0%
|
|
0.9%
|
|
||||||||||
Subtotal therapeutic entities
|
11,570
|
12,003
|
40.7%
|
|
41.2%
|
|
||||||||||
Asterias
(2)
|
7,561
|
7,711
|
26.6%
|
|
26.5%
|
|
||||||||||
LifeMap Sciences
(3)
|
3,385
|
5,142
|
11.9%
|
|
17.6%
|
|
||||||||||
OncoCyte
|
5,910
|
4,278
|
20.8%
|
|
14.7%
|
|
||||||||||
Subtotal non-therapeutic entities
|
9,295
|
9,420
|
32.7%
|
|
32.3%
|
|
||||||||||
Total
|
$
|
28,426
|
$
|
29,134
|
100.0%
|
|
100.0%
|
|
(1) |
Amount includes general and administrative expenses incurred directly by the named subsidiary and allocations from BioTime for certain general overhead expenses to the subsidiary.
|
(2) |
Amounts for 2016 include only the period from January 1 through May 12, 2016, due to the deconsolidation of Asterias.
|
(3) |
Includes LifeMap Solutions, Inc., a wholly-owned subsidiary of LifeMap Sciences.
|
(4) |
Cell Cure expenses, although shown 100% in the table above,
are funded 75% by BioTime and 25% by noncontrolling interests in Cell Cure.
|
Year Ended December 31,
|
$
Increase/
|
%
Increase/
|
||||||||||||||
2015
|
2014
|
Decrease
|
Decrease
|
|||||||||||||
Subscription and advertising
|
$
|
1,357
|
$
|
1,173
|
$
|
+184
|
+16%
|
|||||||||
Royalty from product sales
|
719
|
398
|
+321
|
+81%
|
||||||||||||
Grant income
|
4,502
|
3,297
|
+1,205
|
+37%
|
|
|||||||||||
Sales of research products and services
|
458
|
376
|
+82
|
+22%
|
|
|||||||||||
Total revenues
|
7,036
|
5,244
|
+1,792
|
+34%
|
|
|||||||||||
Cost of sales
|
(1,107
|
)
|
(837
|
)
|
+270
|
+32%
|
|
|||||||||
Gross profit
|
$
|
5,929
|
$
|
4,407
|
$
|
+1,522
|
+35%
|
|
Year Ended December 31,
|
$
Increase/
|
%
Increase/
|
||||||||||||||
2015
|
2014
|
Decrease
|
Decrease
|
|||||||||||||
Research and development expenses
|
$
|
(42,604
|
)
|
$
|
(37,533
|
)
|
$
|
+5,071
|
+14%
|
|
||||||
General and administrative expenses
|
(29,134
|
)
|
(17,556
|
)
|
+11,578
|
+66%
|
|
|||||||||
Interest expense, net
|
(340
|
)
|
(89
|
)
|
+251
|
+282%
|
|
|||||||||
Gain on equity method investment
|
3,694
|
-
|
+3,694
|
-%
|
|
|||||||||||
BioTime’s share of losses in equity method investment in Ascendance
|
(35
|
)
|
-
|
+35
|
-%
|
|
||||||||||
Other expense, net
|
(160
|
)
|
(384
|
)
|
-224
|
-58%
|
|
Amount
(1)
|
Percent
|
|||||||||||||||||
Company
|
Program
|
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Asterias Biotherapeutics
|
hES-based cell therapy programs
|
$
|
17,322
|
$
|
13,310
|
40.7%
|
35.5%
|
|
||||||||||
BioTime and ESI
|
PureStem
®
hEPCs, cGMP hES cell lines, and related research products
|
5,196
|
4,089
|
12.2%
|
|
10.9%
|
|
|||||||||||
BioTime
|
Hydrogel products and
HyStem
®
research
|
4,047
|
5,177
|
9.5%
|
|
13.8%
|
|
|||||||||||
BioTime
|
Hextend
®
|
59
|
71
|
0.1%
|
|
0.2%
|
|
|||||||||||
BioTime
|
HyStem
®
3D cell culture platform for cancer drug discovery
|
-
|
100
|
-%
|
|
0.3%
|
|
|||||||||||
Cell Cure
|
OpRegen
®
and neurological disease therapies
|
4,086
|
5,311
|
9.6%
|
|
14.1%
|
|
|||||||||||
LifeMap Sciences
(2)
|
Databases and mHealth products
|
5,251
|
3,567
|
12.3%
|
|
9.5%
|
|
|||||||||||
OncoCyte
|
Cancer diagnostics
|
4,911
|
3,873
|
11.5%
|
|
10.3%
|
|
|||||||||||
OrthoCyte
|
Orthopedic therapy
|
590
|
693
|
1.4%
|
|
1.8%
|
|
|||||||||||
ReCyte Therapeutics
|
Cardiovascular therapy
|
1,142
|
1,342
|
2.7%
|
|
3.6%
|
|
|||||||||||
Total
|
$
|
42,604
|
$
|
37,533
|
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) |
Includes LifeMap Solutions, a wholly-owned subsidiary of LifeMap Sciences.
|
Amount(1)
|
Percent
|
|||||||||||||||
Company
|
2015
|
2014
|
2015
|
2014
|
||||||||||||
BioTime
|
$
|
9,752
|
$
|
7,130
|
33.5%
|
40.6%
|
|
|||||||||
Asterias Biotherapeutics
|
7,711
|
5,280
|
26.5%
|
|
30.1%
|
|
||||||||||
BioTime Asia
|
9
|
12
|
-%
|
0.1%
|
|
|||||||||||
Cell Cure
|
655
|
723
|
2.2%
|
|
4.1%
|
|
||||||||||
ESI
|
245
|
199
|
0.9%
|
|
1.1%
|
|
||||||||||
LifeMap Sciences(2)
|
5,142
|
2,554
|
17.6%
|
|
14.5%
|
|
||||||||||
OncoCyte
|
4,278
|
870
|
14.7%
|
|
5.0%
|
|
||||||||||
OrthoCyte
|
582
|
383
|
2.0%
|
|
2.2%
|
|
||||||||||
ReCyte Therapeutics
|
760
|
405
|
2.6%
|
|
2.3%
|
|
||||||||||
Total
|
$
|
29,134
|
$
|
17,556
|
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.
|
(2) |
Includes LifeMap Solutions.
|
Payments Due by Period
|
||||||||||||||||||||
Contractual Obligations
(1)
|
Total
|
Less Than
1 Year
|
1-3 Years
|
4-5 Years
|
After
5 Years
|
|||||||||||||||
Operating leases
(2)
|
$
|
6,132
|
$
|
1,098
|
$
|
2,087
|
$
|
1,945
|
$
|
1,002
|
||||||||||
Capital lease
(3)
|
512
|
202
|
310
|
-
|
-
|
|||||||||||||||
Promissory notes
|
219
|
99
|
120
|
-
|
-
|
|||||||||||||||
Convertible debt to noncontrolling shareholders of Cell Cure
|
2,544
|
1,076
|
1,468
|
-
|
-
|
|||||||||||||||
Total
|
$
|
9,407
|
$
|
2,475
|
$
|
3,985
|
$
|
1,945
|
$
|
1,002
|
(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, including the lease liability, leases of the offices and laboratory facilities of LifeMap Sciences, Cell Cure and other operating leases of lab equipment. See Note 11 to our consolidated financial statements regarding the lease liability.
|
(3) |
Includes capital lease of lab equipment.
|
Year Ended December 31,
|
||||||||||||
REVENUES:
|
2016
|
2015
|
2014
|
|||||||||
Grant income
|
$
|
3,671
|
$
|
4,502
|
$
|
3,297
|
||||||
Royalties from product sales and license fees
|
544
|
719
|
398
|
|||||||||
Subscription and advertisement
|
972
|
1,357
|
1,173
|
|||||||||
Sale of research products and services
|
736
|
458
|
376
|
|||||||||
Total revenues
|
5,923
|
7,036
|
5,244
|
|||||||||
Cost of sales
|
(358
|
)
|
(1,107
|
)
|
(837
|
)
|
||||||
Gross profit
|
5,565
|
5,929
|
4,407
|
|||||||||
OPERATING EXPENSES:
|
||||||||||||
Research and development
|
(36,106
|
)
|
(42,604
|
)
|
(37,533
|
)
|
||||||
General and administrative
|
(28,426
|
)
|
(29,134
|
)
|
(17,556
|
)
|
||||||
Total operating expenses
|
(64,532
|
)
|
(71,738
|
)
|
(55,089
|
)
|
||||||
Loss from operations
|
(58,967
|
)
|
(65,809
|
)
|
(50,682
|
)
|
||||||
OTHER INCOME/(EXPENSES):
|
||||||||||||
Interest expense, net
|
(747
|
)
|
(340
|
)
|
(89
|
)
|
||||||
BioTime’s share of losses and impairment in equity method investment in Ascendance
|
(4,671
|
)
|
(35
|
)
|
-
|
|||||||
Gain on deconsolidation of Asterias (Note 3)
|
49,048
|
-
|
||||||||||
Gain on equity method investment in Asterias at fair value (Note 4)
|
34,361
|
-
|
-
|
|||||||||
Gain on investment
|
-
|
3,694
|
-
|
|||||||||
Other income/(expense), net
|
(403
|
)
|
(160
|
)
|
(384
|
)
|
||||||
Total other income/(expense), net
|
77,588
|
3,159
|
(473
|
)
|
||||||||
INCOME (LOSS) BEFORE INCOME TAX BENEFIT
|
18,621
|
(62,650
|
)
|
(51,155
|
)
|
|||||||
Deferred income tax benefit
|
-
|
4,516
|
7,376
|
|||||||||
NET INCOME (LOSS)
|
18,621
|
(58,134
|
)
|
(43,779
|
)
|
|||||||
Net loss attributable to noncontrolling interest
|
14,951
|
11,143
|
7,367
|
|||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO BIOTIME, INC.
|
33,572
|
(46,991
|
)
|
(36,412
|
)
|
|||||||
Dividends on preferred shares
|
-
|
(415
|
)
|
(87
|
)
|
|||||||
NET INCOME (LOSS) ATTRIBUTABLE TO BIOTIME, INC. COMMON SHAREHOLDERS
|
$
|
33,572
|
$
|
(47,406
|
)
|
$
|
(36,499
|
)
|
||||
NET INCOME (LOSS) PER COMMON SHARE:
|
||||||||||||
BASIC
|
$
|
0.35
|
$
|
(0.59
|
)
|
$
|
(0.55
|
)
|
||||
DILUTED
|
$
|
0.34
|
$
|
(0.59
|
)
|
$
|
(0.55
|
)
|
||||
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING:
|
||||||||||||
BASIC
|
97,316
|
79,711
|
66,467
|
|||||||||
DILUTED
|
99,553
|
79,711
|
66,467
|
Years ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
NET INCOME (LOSS)
|
$
|
18,621
|
$
|
(58,134
|
)
|
$
|
(43,779
|
)
|
||||
Other comprehensive income/(loss), net of tax:
|
||||||||||||
Foreign currency translation adjustment, net of tax
|
(106
|
)
|
(424
|
)
|
125
|
|||||||
Available for sale investments:
|
||||||||||||
Unrealized (loss)/gain on available for sale securities, net of taxes
|
(395
|
)
|
1
|
(1
|
)
|
|||||||
COMPREHENSIVE INCOME (LOSS)
|
18,120
|
(58,557
|
)
|
(43,655
|
)
|
|||||||
Less: comprehensive loss attributable to noncontrolling interest
|
14,951
|
11,143
|
7,367
|
|||||||||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO BIOTIME, INC. COMMON SHAREHOLDERS BEFORE PREFERRED STOCK DIVIDEND
|
33,071
|
(47,414
|
)
|
(36,288
|
)
|
|||||||
Preferred stock dividend
|
-
|
(415
|
)
|
(87
|
)
|
|||||||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO BIOTIME, INC. COMMON SHAREHOLDERS
|
$
|
33,071
|
$
|
(47,829
|
)
|
$
|
(36,375
|
)
|
Preferred Shares
|
Common Shares
|
Treasury Shares
|
||||||||||||||||||||||||||||||||||||||||||
Number
of
Shares
|
Amount
|
Number
of
Shares
|
Amount
|
Number
of
Shares
|
Amount
|
Contributed
Capital
|
Accumulated
Deficit
|
Noncontrolling
Interest
|
Accumulated
Other
Comprehensive
Income/(Loss)
|
Total
Shareholders’
Equity
|
||||||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2013
|
-
|
$
|
-
|
67,412
|
$
|
203,456
|
(10,698
|
)
|
$
|
(43,034
|
)
|
$
|
94
|
$
|
(145,778
|
)
|
$
|
27,461
|
$
|
62
|
$
|
42,261
|
||||||||||||||||||||||
Sale of common shares, net of fees paid and amortized
|
-
|
-
|
14,173
|
43,827
|
-
|
-
|
-
|
-
|
-
|
-
|
43,827
|
|||||||||||||||||||||||||||||||||
Exercise of options
|
-
|
-
|
2,060
|
1,192
|
-
|
-
|
-
|
-
|
-
|
-
|
1,192
|
|||||||||||||||||||||||||||||||||
Shares retired as part of exercise of options
|
-
|
-
|
(367
|
)
|
(973
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
(973
|
)
|
||||||||||||||||||||||||||||||
Shares retired to pay for employee’s taxes
|
-
|
-
|
(156
|
)
|
(415
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
(415
|
)
|
||||||||||||||||||||||||||||||
Tax liability on treasury shares sold by Asterias
|
-
|
-
|
-
|
(3,611
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,611
|
)
|
|||||||||||||||||||||||||||||||
Stock options granted for compensation
|
-
|
-
|
-
|
2,409
|
-
|
-
|
-
|
-
|
-
|
-
|
2,409
|
|||||||||||||||||||||||||||||||||
Stock options granted for compensation in subsidiaries
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,808
|
-
|
1,808
|
|||||||||||||||||||||||||||||||||
Restricted stock granted for compensation
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
234
|
-
|
234
|
|||||||||||||||||||||||||||||||||
Subsidiary warrants issued to outside investors as part of sale of treasury stock
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
3,184
|
-
|
3,184
|
|||||||||||||||||||||||||||||||||
Sale of treasury stock
|
-
|
-
|
-
|
(11,042
|
)
|
5,804
|
23,144
|
-
|
-
|
-
|
-
|
12,102
|
||||||||||||||||||||||||||||||||
Sale of preferred stock
|
70
|
|
3,500
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
3,500
|
||||||||||||||||||||||||||||||||
Dividends on preferred stock
|
-
|
-
|
-
|
-
|
-
|
-
|
(87
|
)
|
-
|
-
|
-
|
(87
|
)
|
|||||||||||||||||||||||||||||||
Exercise of subsidiary options
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
8
|
-
|
8
|
|||||||||||||||||||||||||||||||||
Outside investment in subsidiary with cash
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
939
|
-
|
939
|
|||||||||||||||||||||||||||||||||
Foreign currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
125
|
125
|
|||||||||||||||||||||||||||||||||
Unrealized loss on available-for-sale securities
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1
|
)
|
(1
|
)
|
|||||||||||||||||||||||||||||||
NET LOSS
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(36,412
|
)
|
(7,367
|
)
|
-
|
(43,779
|
)
|
||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2014
|
70
|
$
|
3,500
|
83,122
|
$
|
234,843
|
(4,894
|
)
|
$
|
(19,890
|
)
|
$
|
7
|
$
|
(182,190
|
)
|
$
|
26,267
|
$
|
186
|
$
|
62,723
|
||||||||||||||||||||||
Sale of common shares, net of fees paid and amortized
|
-
|
-
|
10,738
|
33,897
|
-
|
-
|
-
|
-
|
-
|
-
|
33,897
|
|||||||||||||||||||||||||||||||||
Exercise of options
|
-
|
-
|
155
|
621
|
-
|
-
|
-
|
-
|
-
|
-
|
621
|
|||||||||||||||||||||||||||||||||
Warrants exercised
|
-
|
-
|
4
|
19
|
-
|
-
|
-
|
-
|
-
|
-
|
19
|
|||||||||||||||||||||||||||||||||
Stock options granted for compensation
|
-
|
-
|
-
|
2,003
|
-
|
-
|
-
|
-
|
-
|
-
|
2,003
|
|||||||||||||||||||||||||||||||||
Stock options granted for compensation in subsidiaries
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
8,223
|
-
|
8,223
|
|||||||||||||||||||||||||||||||||
Restricted stock granted for compensation
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
822
|
-
|
822
|
|||||||||||||||||||||||||||||||||
Dividend in kind
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(712
|
)
|
712
|
-
|
-
|
||||||||||||||||||||||||||||||||
Subsidiary shares retired to pay for employee’s taxes
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(98
|
)
|
-
|
(98
|
)
|
|||||||||||||||||||||||||||||||
Subsidiary warrants exercised
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
11,700
|
-
|
11,700
|
|||||||||||||||||||||||||||||||||
Contingently issuable subsidiary warrants
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
65
|
-
|
65
|
|||||||||||||||||||||||||||||||||
Sale of treasury stock
|
-
|
-
|
-
|
(496
|
)
|
421
|
1,857
|
-
|
-
|
-
|
-
|
1,361
|
||||||||||||||||||||||||||||||||
Conversion of preferred stock to common stock
|
(70
|
)
|
|
(3,500
|
)
|
875
|
3,500
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||
Dividends on preferred stock
|
-
|
-
|
-
|
(408
|
)
|
-
|
-
|
(7
|
)
|
-
|
|
-
|
-
|
(415
|
)
|
|||||||||||||||||||||||||||||
Exercise of subsidiary options
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
33
|
-
|
33
|
|||||||||||||||||||||||||||||||||
Subsidiary shares issued in lieu of cash for services received
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
486
|
-
|
486
|
|||||||||||||||||||||||||||||||||
Outside investment in OncoCyte and Cell Cure
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
3,918
|
-
|
3,918
|
|||||||||||||||||||||||||||||||||
Sale of subsidiary shares at- the- market, net of fees paid and amortized
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
9,646
|
-
|
9,646
|
|||||||||||||||||||||||||||||||||
Foreign currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(424
|
)
|
(424
|
)
|
|||||||||||||||||||||||||||||||
Unrealized loss on available-for-sale securities
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1
|
1
|
|||||||||||||||||||||||||||||||||
NET LOSS
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(46,991
|
)
|
(11,143
|
)
|
-
|
(58,134
|
)
|
||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2015
|
-
|
$
|
-
|
94,894
|
$
|
273,979
|
(4,473
|
)
|
$
|
(18,033
|
)
|
$
|
-
|
$
|
(229,893
|
)
|
$
|
50,631
|
$
|
(237
|
)
|
$
|
76,447
|
|||||||||||||||||||||
Sale of common shares, net of financing fees
|
-
|
-
|
8,420
|
18,606
|
-
|
-
|
-
|
-
|
-
|
-
|
18,606
|
|||||||||||||||||||||||||||||||||
Common shares issued for executive bonus in lieu of cash
|
-
|
-
|
68
|
200
|
-
|
-
|
-
|
-
|
-
|
-
|
200
|
|||||||||||||||||||||||||||||||||
Common shares issued for consulting services in lieu of cash
|
-
|
-
|
14
|
40
|
-
|
-
|
-
|
-
|
-
|
-
|
40
|
|||||||||||||||||||||||||||||||||
Stock-based compensation
|
-
|
-
|
-
|
2,731
|
-
|
-
|
-
|
-
|
-
|
-
|
2,731
|
|||||||||||||||||||||||||||||||||
Stock-based compensation in subsidiaries
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
5,220
|
-
|
5,220
|
|||||||||||||||||||||||||||||||||
Deconsolidation of Asterias
|
-
|
-
|
-
|
-
|
3,853
|
15,142
|
-
|
-
|
(21,752
|
)
|
-
|
(6,610
|
)
|
|||||||||||||||||||||||||||||||
Subsidiary financing transactions with noncontrolling interests - Asterias
|
-
|
-
|
-
|
18,310
|
-
|
-
|
-
|
-
|
(18,310
|
)
|
-
|
-
|
||||||||||||||||||||||||||||||||
Subsidiary financing transactions with noncontrolling interests - OncoCyte
|
-
|
-
|
-
|
4,012
|
-
|
-
|
-
|
-
|
(4,012
|
)
|
-
|
-
|
||||||||||||||||||||||||||||||||
Distribution of Asterias warrants to its shareholders other than BioTime
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
3,125
|
-
|
3,125
|
|||||||||||||||||||||||||||||||||
Exercise of subsidiary options
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
2,151
|
-
|
2,151
|
|||||||||||||||||||||||||||||||||
Sale of common shares and warrants by OncoCyte, net of financing fees
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
9,777
|
-
|
9,777
|
|||||||||||||||||||||||||||||||||
Beneficial conversion feature on convertible debt issued to Cell Cure’s noncontrolling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
701
|
-
|
701
|
|||||||||||||||||||||||||||||||||
Foreign currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(106
|
)
|
(106
|
)
|
|||||||||||||||||||||||||||||||
Unrealized loss on available-for-sale securities
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(395
|
)
|
(395
|
)
|
|||||||||||||||||||||||||||||||
NET INCOME
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
33,572
|
(14,951
|
)
|
-
|
18,621
|
||||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2016
|
-
|
$
|
-
|
103,396
|
$
|
317,878
|
(620
|
)
|
$
|
(2,891
|
)
|
$
|
-
|
$
|
(196,321
|
)
|
$
|
12,580
|
$
|
(738
|
)
|
$
|
130,508
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net income (loss) attributable to BioTime, Inc.
|
$
|
33,572
|
$
|
(46,991
|
)
|
$
|
(36,412
|
)
|
||||
Net loss allocable to non-controlling interest
|
(14,951
|
)
|
(11,143
|
)
|
(7,367
|
)
|
||||||
Adjustments to reconcile net income (loss) attributable to BioTime, Inc. to net cash used in operating activities:
|
||||||||||||
Gain on deconsolidation of Asterias (Note 3)
|
(49,048
|
)
|
-
|
-
|
||||||||
Unrealized gain on equity method investment in Asterias at fair value
|
(34,361
|
)
|
-
|
-
|
||||||||
BioTime’s share of losses and impairment of Ascendance
|
4,671
|
35
|
-
|
|||||||||
Gain on sale of assets
|
-
|
(3,694
|
)
|
-
|
||||||||
Depreciation expense, including amortization of leasehold improvements
|
1,180
|
1,078
|
1,051
|
|||||||||
Amortization of intangible assets
|
3,577
|
5,256
|
7,360
|
|||||||||
Amortization of deferred grant income
|
1,496
|
-
|
-
|
|||||||||
Amortization of deferred consulting fees
|
-
|
-
|
19
|
|||||||||
Amortization of deferred license fees
|
113
|
114
|
110
|
|||||||||
Amortization of deferred license, royalty and subscription revenues
|
(308
|
)
|
102
|
(1
|
)
|
|||||||
Amortization of prepaid rent in common stock
|
-
|
63
|
85
|
|||||||||
Stock-based compensation
|
7,951
|
11,050
|
4,455
|
|||||||||
Subsidiary shareholder expense for subsidiary warrants
|
3,125
|
-
|
-
|
|||||||||
Subsidiary common stock issued in lieu of cash for services
|
-
|
486
|
-
|
|||||||||
Amortization of discount on related party convertible debt
|
448
|
245
|
56
|
|||||||||
Bad debt expense
|
950
|
-
|
(16
|
)
|
||||||||
Deferred income tax benefit
|
-
|
(4,516
|
)
|
(7,376
|
)
|
|||||||
Other
|
-
|
66
|
9
|
|||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable, net
|
(39
|
)
|
(248
|
)
|
(74
|
)
|
||||||
Grant receivable
|
226
|
168
|
11
|
|||||||||
Inventory
|
-
|
(75
|
)
|
(87
|
)
|
|||||||
Prepaid expenses and other current assets
|
(1,115
|
)
|
(1,458
|
)
|
(86
|
)
|
||||||
Other long-term assets
|
-
|
(100
|
)
|
-
|
||||||||
Accounts payable and accrued liabilities
|
12
|
1,673
|
(470
|
)
|
||||||||
Accrued interest on related party convertible debt
|
-
|
19
|
4
|
|||||||||
Other long-term liabilities
|
(56
|
) |
(20
|
)
|
(160
|
)
|
||||||
Deferred grant income
|
-
|
2,513
|
-
|
|||||||||
Deferred rent liabilities
|
99
|
61
|
61
|
|||||||||
Deferred revenues
|
132
|
772
|
(26
|
)
|
||||||||
Net cash used in operating activities
|
(42,326
|
)
|
(44,544
|
)
|
(38,854
|
)
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Deconsolidation of cash and cash equivalents of Asterias
|
(8,376
|
)
|
-
|
-
|
||||||||
Purchase of property and equipment
|
(2,248
|
)
|
(1,241
|
)
|
(483
|
)
|
||||||
Payments on construction in progress
|
(278
|
)
|
(4,093
|
)
|
(219
|
)
|
||||||
Purchase of foreign available-for-sale securities
|
-
|
(748
|
)
|
-
|
||||||||
Payment for Ascendance equity method investment
|
-
|
(500
|
)
|
-
|
||||||||
Proceeds from the sale of equipment
|
-
|
-
|
9
|
|||||||||
Security deposit paid, net
|
13
|
(859
|
)
|
(315
|
)
|
|||||||
Net cash used in investing activities
|
(10,889
|
)
|
(7,441
|
)
|
(1,008
|
)
|
Subsidiary
|
Field of Business
|
BioTime
Ownership
|
Country
|
Cell Cure Neurosciences Ltd.
|
Products to treat age-related macular degeneration
|
62.5%
(1)
|
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
|
77.9%
|
USA
|
LifeMap Sciences, Ltd.
|
Biomedical, gene, disease, and stem cell databases and tools
|
(2)
|
Israel
|
LifeMap Solutions, Inc.
|
Mobile health software
|
(2)
|
USA
|
OncoCyte Corporation (3)
|
Cancer diagnostics
|
51.1%
|
USA
|
OrthoCyte Corporation
|
Developing bone grafting products for orthopedic diseases and injuries
|
100%
|
USA
|
ReCyte Therapeutics, Inc.
|
Research and development involved in stem cell-derived endothelial and cardiovascular related progenitor cells for the treatment of vascular disorders, ischemic conditions and brown adipocytes for type-2 diabetes and obesity
|
94.8%
|
USA
|
(1) |
Includes shares owned by BioTime and ES Cell International Pte. Ltd.
|
(2) |
LifeMap Sciences, Ltd. and LifeMap Solutions, Inc. are wholly-owned subsidiaries of LifeMap Sciences, Inc.
|
(3) |
See Note 16. Beginning February 17, 2017, BioTime deconsolidated OncoCyte and OncoCyte is no longer a subsidiary of BioTime as of that date.
|
· |
Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
· |
Level 2 – Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
|
· |
Level 3 – Inputs to the valuation methodology are unobservable; that reflect management’s own assumptions about the assumptions market participants would make and significant to the fair value.
|
For the Year Ended
December 31, 2016
(1)
|
||||
Condensed Statements of Operations
(1)
:
|
||||
Total revenue
|
$
|
6,954
|
||
Gross profit
|
6,826
|
|||
Loss from operations
|
(34,123
|
)
|
||
Net loss
|
$
|
(35,038
|
)
|
December 31, 2016
|
December 31, 2015
|
|||||||
Condensed Balance Sheet information
(2)
:
|
||||||||
Current assets
|
$
|
36,990
|
$
|
29,789
|
||||
Noncurrent assets
|
24,020
|
27,445
|
||||||
$
|
61,010
|
$
|
57,234
|
|||||
Current liabilities
|
$
|
6,051
|
$
|
4,980
|
||||
Noncurrent liabilities
|
12,930
|
7,155
|
||||||
Stockholders’ equity
|
42,029
|
45,099
|
||||||
$
|
61,010
|
$
|
57,234
|
(1) |
Asterias results of operations for the period from January 1, 2016 through May 12, 2016, the date immediately preceding the Asterias Deconsolidation, are included in the consolidated results of operations of BioTime for the year ended December 31, 2016 shown in the table below.
|
(2) |
The condensed balance sheet information of Asterias as of December 31, 2016, provided for informational and comparative purposes only, was not included in BioTime’s consolidated balance sheet at December 31, 2016 due to the Asterias Deconsolidation on May 13, 2016. The condensed balance sheet information of Asterias as of December 31, 2015, included in the table above, was included in BioTime’s consolidated balance sheet at December 31, 2015, after intercompany eliminations.
|
For the Period
January 1, 2016
through May 12, 2016
|
Year Ended
December 31,
2015
|
Year Ended
December 31,
2014
|
||||||||||
Total revenue
|
$
|
2,354
|
$
|
3,582
|
$
|
1,224
|
||||||
Gross profit
|
2,301
|
3,314
|
1,129
|
|||||||||
Loss from operations
|
(13,944
|
)
|
(21,908
|
)
|
(17,461
|
)
|
||||||
Net loss
|
$
|
(13,113
|
)
|
$
|
(15,003
|
)
|
$
|
(10,097
|
)
|
December 31, | ||||||||
2016(1)
|
2015
|
|||||||
Equipment, furniture and fixtures
|
$
|
4,718
|
$
|
5,274
|
||||
Leasehold improvements
|
3,791
|
5,623
|
||||||
Construction in progress
|
-
|
93
|
||||||
Accumulated depreciation and amortization
|
(2,980
|
)
|
(3,451
|
)
|
||||
Property and equipment, net
|
$
|
5,529
|
$
|
7,539
|
(1)
|
Reflects the effect of the Asterias Deconsolidation.
|
December 31, | ||||||||
2016
(1)
|
2015
|
|||||||
Intangible assets
|
$
|
25,703
|
$
|
52,563
|
||||
Accumulated amortization
|
(15,497
|
)
|
(18,971
|
)
|
||||
Intangible assets, net
|
$
|
10,206
|
$
|
33,592
|
(1)
|
Reflects the effect of the Asterias Deconsolidation.
|
Year Ended
December 31,
|
Amortization
Expense
|
|||
2017
|
$
|
2,570
|
||
2018
|
2,570
|
|||
2019
|
2,571
|
|||
2020
|
1,794
|
|||
2021
|
537
|
|||
Thereafter
|
164
|
|||
Total
|
$
|
10,206
|
December 31,
|
||||||||
2016
(1)
|
2015
|
|||||||
Accounts payable
|
$
|
1,593
|
$
|
2,798
|
||||
Accrued expenses
|
3,212
|
5,021
|
||||||
Accrued payroll and bonus
|
1,904
|
1,126
|
||||||
Other current liabilities
|
435
|
432
|
||||||
Total
|
$
|
7,144
|
$
|
9,377
|
(1)
|
Reflects the effect of the Asterias Deconsolidation.
|
· |
In September 2015, BioTime raised $8.6 million through the sale of 2,607,401 common shares at an offering price of $3.29 to three of its shareholders.
|
· |
During October 2015, BioTime sold 6,530,612 common shares for $20.4 million in the aggregate to certain investment funds in Israel that hold shares of companies that are included within certain stock indexes of the TASE. The $3.13 purchase price per share was determined with reference to the closing price of BioTime common shares on the TASE on the date of sale. In addition, OncoCyte sold 246,356 BioTime common shares at the same price to one of the Israeli investment funds.
|
· |
In October 2015, BioTime sold 1,600,000 common shares to a shareholder for $5.1 million. The $3.19 price of price per share was the closing price of the common shares on the NYSE MKT on October 1, 2015, the last trading day before BioTime and the shareholder entered into a purchase agreement for the sale of the shares.
|
· |
On December 31, 2015, BioTime distributed 4.7 million shares of OncoCyte common stock to its shareholders, on a pro rata basis, accounted for as a dividend in kind. On this date, BioTime shareholders received one share of OncoCyte common stock for every twenty shares of BioTime common stock held. As a result of this distribution, BioTime recorded a reduction in the carrying value of its investment in OncoCyte with a corresponding increase to noncontrolling interests in OncoCyte in the amount of $712,000, representing the reduction in BioTime’s ownership in OncoCyte by 18.7% from 76.5% to 57.8%. BioTime continues to hold a controlling financial interest in OncoCyte. This distribution generated a taxable gain of approximately $7.4 million to BioTime, however BioTime had sufficient current year losses to offset the entire gain.
|
Number of
Warrant
Shares
|
Per Share
Exercise
Price
|
Weighted
Average
Exercise
Price
|
||||||||||
Outstanding, January 1, 2014
|
9,752
|
$
|
5.00-10.00
|
$
|
5.29
|
|||||||
Exercised in 2014
|
(557
|
)
|
10.00
|
10.00
|
||||||||
Outstanding, December 31, 2014
|
9,195
|
$
|
5.00
|
$
|
5.00
|
|||||||
Exercised in 2015
|
(4
|
)
|
5.00
|
5.00
|
||||||||
Warrant adjustment
(1)
|
919
|
|||||||||||
Outstanding, December 31, 2015
|
10,110
|
$
|
4.55
|
$
|
4.55
|
|||||||
Expired in 2016
|
(715
|
)
|
4.55
|
4.55
|
||||||||
Outstanding, December 31, 2016
(2)
|
9,395
|
$
|
4.55
|
$
|
4.55
|
(1) |
The number of shares issuable upon the exercise of the warrants was adjusted as a result of the distribution of OncoCyte common stock to BioTime shareholders during December 2015.
|
(2) |
The 9,394,862 outstanding warrants will expire, if unexercised, beginning June 5, 2018 through September 30, 2018.
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Research and Development
|
$
|
2,608
|
$
|
3,267
|
$
|
1,310
|
||||||
General and Administrative
|
5,343
|
7,783
|
3,145
|
|||||||||
Total stock-based compensation expense
|
$
|
7,951
|
$
|
11,050
|
$
|
4,455
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Expected life (in years)
|
5.83
|
5.62
|
6.67
|
|||||||||
Risk-free interest rates
|
1.45%
|
1.70%
|
|
2.19%
|
|
|||||||
Volatility
|
61.24%
|
|
65.82%
|
|
83.20%
|
|
||||||
Dividend yield
|
0.00%
|
|
0.00%
|
|
0.00%
|
|
Shares
Available for
Grant
|
Number of
Options
Outstanding
|
Number of
RSUs
Outstanding
|
Weighted
Average
Exercise
Price
|
|||||||||||||
January 1, 2014
|
2,315
|
4,567
|
-
|
$
|
2.71
|
|||||||||||
Granted under 2012 Plan
|
(2,170
|
)
|
2,170
|
-
|
3.54
|
|||||||||||
Exercised
|
-
|
(2,060
|
)
|
-
|
0.58
|
|||||||||||
Forfeited/cancelled/expired under 2002 Plan
|
-
|
(179
|
)
|
-
|
4.32
|
|||||||||||
Forfeited/cancelled/expired under 2012 Plan
|
523
|
(524
|
)
|
-
|
3.72
|
|||||||||||
December 31, 2014
|
668
|
3,974
|
-
|
$
|
4.04
|
|||||||||||
Increase in option pool
|
6,000
|
-
|
-
|
|||||||||||||
Granted under 2012 Plan
|
(1,650
|
)
|
1,650
|
-
|
3.72
|
|||||||||||
Exercised
|
-
|
(156
|
)
|
-
|
4.00
|
|||||||||||
Forfeited/cancelled/expired under 2002 Plan
|
-
|
(35
|
)
|
-
|
6.72
|
|||||||||||
Forfeited/cancelled/expired under 2012 Plan
|
239
|
(239
|
)
|
-
|
3.82
|
|||||||||||
December 31, 2015
|
5,257
|
5,194
|
-
|
$
|
3.93
|
|||||||||||
Granted under 2012 Plan
|
(2,315
|
)
|
2,315
|
-
|
3.03
|
|||||||||||
RSUs
|
(200
|
)
|
-
|
100
|
-
|
|||||||||||
Common stock issued to consultant in lieu of cash
|
(28
|
)
|
-
|
-
|
-
|
|||||||||||
Common stock issued to employee for bonuses in lieu of cash
|
(135
|
)
|
-
|
-
|
-
|
|||||||||||
Forfeited/cancelled/expired under 2002 Plan
|
-
|
(236
|
)
|
-
|
5.17
|
|||||||||||
Forfeited/cancelled/expired under 2012 Plan
|
315
|
(315
|
)
|
-
|
3.77
|
|||||||||||
December 31, 2016
|
2,894
|
6,958
|
100
|
$
|
3.60
|
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
|
|||||||||||||||||
2.52-3.96
|
5,349
|
7.21
|
$
|
3.32
|
2,080
|
$
|
3.46
|
|||||||||||||||
4.02-4.95
|
1,429
|
3.80
|
$
|
4.25
|
1,225
|
$
|
4.26
|
|||||||||||||||
5.02-8.58
|
180
|
0.84
|
$
|
6.94
|
179
|
$
|
6.95
|
|||||||||||||||
$
|
2.52-8.58
|
6,958
|
6.34
|
$
|
3.60
|
3,484
|
$
|
3.92
|
Shares
Available
for Grant
|
Number of
Options
Outstanding
|
Weighted
Average
Exercise
Price
|
||||||||||
January 1, 2014
|
1,250
|
2,750
|
$
|
0.76
|
||||||||
Options forfeited/cancelled
|
28
|
(28
|
)
|
1.00
|
||||||||
December 31, 2014
|
1,278
|
2,722
|
$
|
0.76
|
||||||||
Increase in option pool
|
4,000
|
-
|
-
|
|||||||||
Options granted
|
(2,875
|
)
|
2,875
|
1.10
|
||||||||
Options exercised
|
-
|
(6
|
)
|
0.67
|
||||||||
Options forfeited/cancelled
|
1,121
|
(1,121
|
)
|
0.79
|
||||||||
2 for 1 reverse stock split
|
(1,762
|
)
|
(2,235
|
)
|
2.02
|
|||||||
Options granted after reverse stock split
|
(10
|
)
|
10
|
3.60
|
||||||||
Options forfeited/cancelled after reverse stock split
|
5
|
(5
|
)
|
2.00
|
||||||||
December 31, 2015
|
1,757
|
2,240
|
$
|
2.94
|
||||||||
Options granted
|
(962
|
)
|
962
|
3.58
|
||||||||
Options exercised
|
-
|
(100
|
)
|
2.19
|
||||||||
Options forfeited/cancelled
|
35
|
(35
|
)
|
2.03
|
||||||||
Options expired
|
50
|
(50
|
)
|
2.00
|
||||||||
December 31, 2016
|
880
|
3,017
|
$
|
2.52
|
Shares
Available
for Grant
|
Number of
Options
Outstanding
|
Weighted
Average
Exercise
Price
|
||||||||||
December 31, 2014
(1)
|
1,355
|
2,645
|
$
|
0.08
|
||||||||
Options forfeited/cancelled
|
16
|
(16
|
)
|
0.07
|
||||||||
December 31, 2015
|
1,371
|
2,629
|
$
|
0.08
|
||||||||
Options forfeited/cancelled
|
1,329
|
(1,329
|
)
|
0.10
|
||||||||
December 31, 2016
|
2,700
|
1,300
|
$
|
0.06
|
Shares
Available
for Grant
|
Number of
Options
Outstanding
|
Weighted
Average
Exercise
Price
|
||||||||||
December 31, 2014
(1)
|
2,710
|
1,290
|
$
|
2.05
|
||||||||
Options forfeited/cancelled
|
11
|
(11
|
)
|
2.05
|
||||||||
December 31, 2015
|
2,721
|
1,279
|
$
|
2.05
|
||||||||
Options forfeited/cancelled
|
29
|
(29
|
)
|
2.05
|
||||||||
December 31, 2016
|
2,750
|
1,250
|
$
|
2.05
|
Shares
Available
for Grant
|
Number of
Options
Outstanding
|
Weighted
Average
Exercise
Price
|
||||||||||
January 1, 2014
|
413
|
1,929
|
$
|
1.49
|
||||||||
Options forfeited/cancelled
|
58
|
(58
|
)
|
1.48
|
||||||||
December 31, 2014
|
471
|
1,871
|
$
|
1.48
|
||||||||
Options granted
|
(131
|
)
|
131
|
1.92
|
||||||||
Options forfeited/cancelled
|
207
|
(207
|
)
|
1.79
|
||||||||
December 31, 2015
|
547
|
1,795
|
$
|
1.47
|
||||||||
Options granted
|
(20
|
)
|
20
|
2.25
|
||||||||
Options forfeited/cancelled
|
219
|
(219
|
)
|
1.72
|
||||||||
December 31, 2016
|
746
|
1,596
|
$
|
1.44
|
Options
Available
for Grant
|
Number of
Options
Outstanding
|
Weighted
Average
Exercise
Price
|
||||||||||
Option pool added upon incorporation
|
19
|
-
|
$
|
0.00
|
||||||||
Options granted
|
(13
|
)
|
13
|
500.00
|
||||||||
December 31, 2014
|
6
|
13
|
$
|
500.00
|
||||||||
Options granted
|
(2
|
)
|
2
|
500.00
|
||||||||
Options forfeited/cancelled
|
1
|
(1
|
)
|
500.00
|
||||||||
December 31, 2015
|
5
|
14
|
$
|
500.00
|
||||||||
Options granted
|
(2
|
)
|
2
|
500.00
|
||||||||
Options forfeited/cancelled
|
4
|
(4
|
)
|
500.00
|
||||||||
December 31, 2016
|
7
|
12
|
$
|
500.00
|
Options
Available
for Grant
|
Number of
Options
Outstanding
|
Weighted
Average
Exercise
Price
(2)
|
||||||||||
December 31, 2015
(1)
|
2
|
12
|
$
|
23.93
|
||||||||
Increase to option under 2016 Share Option Plan
|
111
|
-
|
-
|
|||||||||
Options granted
|
(69
|
)
|
69
|
40.00
|
||||||||
December 31, 2016
|
44
|
81
|
$
|
38.00
|
(1) |
There was no grant activity during 2014 and 2015.
|
(2) |
Cell Cure Neurosciences Share Option Plan US dollar exercise price shown is approximated based on the conversion rate between the US dollar and the New Israeli Shekel, NIS, at the time of grant. The exercise price is denominated in NIS.
|
Years Ending
December 31,
|
Minimum Lease
Payments
|
|||
2017
|
$
|
797
|
||
2018
|
822
|
|||
2019
|
844
|
|||
2020
|
870
|
|||
2021
|
896
|
|||
Thereafter
|
1,002
|
|||
Total
|
$
|
5,231
|
Year Ending
December 31,
|
Minimum lease
payments
(1)
|
Capital lease
payments
|
||||||
2017
|
$
|
1,098
|
$
|
202
|
||||
2018
|
1,045
|
217
|
||||||
2019
|
1,042
|
93
|
||||||
2020
|
1,048
|
-
|
||||||
2021
|
897
|
-
|
||||||
Thereafter
|
1,002
|
-
|
||||||
Total
|
$
|
6,132
|
$
|
512
|
(1) |
Includes the lease of our principal office and laboratory facilities in Alameda, California, including the lease liability, leases of the offices and laboratory facilities of LifeMap Sciences, Cell Cure and other operating leases of lab equipment.
|
Deferred tax assets/(liabilities):
|
2016
|
2015
|
||||||
Net operating loss carryforwards
|
$
|
78,116
|
$
|
78,268
|
||||
Research and development and other credits
|
7,645
|
8,331
|
||||||
Patents and licenses
|
(67
|
)
|
(6,860
|
)
|
||||
Equity method investments
|
(40,258
|
)
|
(1,333
|
)
|
||||
Stock options
|
1,529
|
670
|
||||||
Other, net
|
2,248
|
(263
|
)
|
|||||
Total
|
49,213
|
78,813
|
||||||
Valuation allowance
|
(49,213
|
)
|
(78,813
|
)
|
||||
Net deferred tax liabilities
|
$
|
-
|
$
|
-
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Computed tax benefit at federal statutory rate
|
34%
|
|
34%
|
|
34%
|
|
||||||
Research and development and other credits
|
(3%)
|
|
2%
|
|
3%
|
|
||||||
Permanent differences
|
2%
|
|
(4%)
|
|
(1%)
|
|
||||||
Change in valuation allowance
|
(63%)
|
|
(34%)
|
|
(24%)
|
|
||||||
State tax benefit, net of effect on federal income taxes
|
24%
|
|
10%
|
|
3%
|
|
||||||
Foreign rate differential
|
6%
|
|
(1%)
|
|
(1%)
|
|
||||||
-%
|
|
7%
|
|
14%
|
|
Revenues for the Year Ended
December 31,
|
||||||||||||
Geographic Area
|
2016
|
2015
|
2014
|
|||||||||
Domestic
|
$
|
4,497
|
$
|
5,976
|
$
|
3,586
|
||||||
Asia
|
1,426
|
1,060
|
1,658
|
|||||||||
Total revenues
|
$
|
5,923
|
$
|
7,036
|
$
|
5,244
|
2016
(1)
|
2015
|
|||||||
Domestic
|
$
|
3,418
|
$
|
7,132
|
||||
Foreign
|
2,111
|
407
|
||||||
Total
|
$
|
5,529
|
$
|
7,539
|
Revenues for the Year Ended
December 31,
|
||||||||||||
Sources of Revenues
|
2016
|
2015
|
2014
|
|||||||||
CIRM grant income
|
38.0%
|
42.7%
|
|
19.7%
|
|
|||||||
NIH grant income
|
-%
|
|
6.5%
|
|
12.5%
|
|
||||||
IIA (formerly OCS) grant income (Cell Cure, Israel)
|
24.0%
|
|
14.4%
|
|
31.3%
|
|
||||||
Subscriptions, advertising and other (various customers)
(1)
|
35.0%
|
|
29.4%
|
|
32.5%
|
|
||||||
Other
(1)
|
3.0%
|
|
7.0%
|
|
4.0%
|
|
(1) |
No individual customer greater than 5% of total revenues.
|
Year Ended December 31, 2016
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
||||||||||||
Revenues, net
|
$
|
1,848
|
$
|
1,171
|
$
|
1,441
|
$
|
1,103
|
||||||||
Operating expenses
|
25,606
|
15,574
|
10,996
|
12,356
|
||||||||||||
Loss from operations
|
(23,758
|
)
|
(14,403
|
)
|
(9,555
|
)
|
(11,253
|
)
|
||||||||
Net income (loss) attributable to BioTime, Inc.
|
(17,112
|
)
|
24,549
|
31,199
|
(4,945
|
)
|
||||||||||
Basic and diluted net income (loss) per share
|
$
|
(0.19
|
)
|
$
|
0.26
|
$
|
0.30
|
$
|
(0.05
|
)
|
||||||
Year Ended December 31, 2015
|
||||||||||||||||
Revenues, net
|
$
|
1,000
|
$
|
1,749
|
$
|
1,874
|
$
|
1,306
|
||||||||
Operating expenses
|
14,502
|
15,245
|
18,978
|
23,013
|
||||||||||||
Loss from operations
|
(13,502
|
)
|
(13,496
|
)
|
(17,104
|
)
|
(21,707
|
)
|
||||||||
Net loss attributable to BioTime, Inc.
(1)
|
(10,167
|
)
|
(9,691
|
)
|
(13,626
|
)
|
(13,507
|
)
|
||||||||
Basic and diluted net loss per share
|
$
|
(0.13
|
)
|
$
|
(0.12
|
)
|
$
|
(0.18
|
)
|
$
|
(0.16
|
)
|
(1) |
Net of $4.5 million of deferred income tax benefits for 2015, entirely attributable to Asterias.
|
· |
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
|
|
3.1
|
Articles of Incorporation with all amendments (1)
|
|
3.2
|
By-Laws, As Amended (2)
|
|
4.1
|
Specimen of Common Share Certificate (3)
|
|
4.2
|
Form of Warrant Issued June 2013 (4)
|
|
4.3
|
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. (5)
|
|
4.4
|
Warrant Issued October 1, 2013 to Asterias Biotherapeutics, Inc. (included in Exhibit 4.7) (5)
|
|
10.1
|
Intellectual Property Agreement between BioTime, Inc. and Hal Sternberg (3)
|
|
10.2
|
Intellectual Property Agreement between BioTime, Inc. and Judith Segall (3)
|
|
10.3
|
2002 Stock Option Plan, as amended (6)
|
|
10.4
|
Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Michael D. West. (7)
|
|
10.5
|
Commercial License and Option Agreement between BioTime and Wisconsin Alumni Research Foundation (8)
|
|
10.6
|
License Agreement, dated July 10, 2008, between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. (9)
|
|
10.7
|
First Amendment of Commercial License and Option Agreement, dated March 11, 2009, between BioTime and Wisconsin Alumni Research Foundation (10)
|
|
10.8
|
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. (11)
|
|
10.9
|
Amended and Restated Research and License Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. (11)
|
10.10
|
Additional Research Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. (11)
|
|
10.11
|
OrthoCyte Corporation 2010 Stock Option Plan; Form of OrthoCyte Corporation Stock Option Agreement (11)
|
|
10.12
|
BioTime Asia, Limited 2010 Stock Option Plan; Form of BioTime Asia Limited Stock Option Agreement (11)
|
|
10.13
|
License Agreement between BioTime, Inc. and Cornell University (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (12)
|
|
10.14
|
LifeMap, Inc. 2011 Stock Option Plan; and Form of LifeMap, Inc. Stock Option Agreement (13)
|
|
10.15
|
Exclusive License Agreement, dated February 15, 2006, between Glycosan BioSystems, Inc. and the University of Utah Research Foundation, as amended (14)
|
|
10.16
|
Form of Employee Incentive Stock Option Agreement (15)
|
|
10.17
|
Form of Non-employee Director Stock Option Agreement (15)
|
|
10.18
|
Option Agreement, dated March 4, 2014, between BioTime and certain investors (16)
|
|
10.19
|
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) (17)
|
|
10.20
|
LifeMap Solutions, Inc. 2014 Stock Option Plan (17)
|
|
10.21
|
Form of LifeMap Solutions, Inc. Incentive Stock Option Agreement (17)
|
|
10.22
|
Form of LifeMap Solutions, Inc. Stock Option Agreement (17)
|
|
10.23
|
Employment Agreement, dated December 29, 2014, between BioTime, Inc. Aditya Mohanty (18)
|
|
10.24
|
First Amendment to Co-Development and Option Agreement, dated March 7, 2015, between Icahn School of Medicine at Mount Sinai and LifeMap Solutions, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (19)
|
|
10.25
|
2012 Equity Incentive Plan, as amended (20)
|
|
10.26
|
Stock Purchase Agreements, dated September 14, 2015, between BioTime, Inc. and certain investors (21)
|
|
10.27
|
Research & Development Agreement, dated September 29, 2015, between OrthoCyte Corporation and Heraeus Medical GmbH (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (21)
|
|
10.28
|
License Agreement, dated September 29, 2015, between OrthoCyte Corporation and Heraeus Medical GmbH (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (21)
|
|
10.29
|
Stock Purchase Agreements Between BioTime and certain investors (21)
|
|
10.30
|
Employment Agreement, dated November 16, 2015, between BioTime, Inc. and Russell Skibsted (22)
|
|
10.31
|
Employment Termination and Release Agreement, dated November 18, 2015, between BioTime, Inc. and Robert W. Peabody (23)
|
|
10.32
|
Employment Agreement, dated November 18, 2015, between LifeMap Solutions, Inc. and Robert W. Peabody (23)
|
|
10.33
|
Consulting Agreement, dated November 18, 2015, between BioTime, Inc. and Robert W. Peabody (23)
|
|
10.34
|
Amendment of Employment Agreement, dated November 24, 2015, between BioTime, Inc. and Michael D. West (24)
|
|
10.35
|
Amendment of Employment Agreement, dated November 24, 2015, between BioTime, Inc. and Aditya Mohanty (24)
|
10.36
|
Lease, dated December 10, 2015, between BioTime, Inc. and BSREP Marina Village Owner LLC (25)
|
|
10.37
|
Cross-License Agreement, dated February 16, 2016, among Asterias Biotherapeutics, Inc., BioTime, Inc., and ES Cell International Pte. Ltd. (26)
|
|
Cell Cure Neurosciences Ltd. Share Option Plan *
|
||
Form of Cell Cure Neurosciences Ltd. Share Option Plan Option Agreement *
|
||
List of Subsidiaries *
|
||
Consent of OUM & Co. LLP *
|
||
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*
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Document*
|
(1) |
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016
|
(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 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
|
(4) |
Incorporated by reference to BioTime’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2013
|
(5) |
Incorporated by reference to BioTime’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 23, 2014
|
(6) |
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009
|
(7) |
Incorporated by reference to BioTime’s Annual Report on Form 10-KSB for the year ended December 31, 2007
|
(8) |
Incorporated by reference to BioTime’s Current Report on Form 8-K, filed January 9, 2008
|
(9) |
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008
|
(10) |
Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2008
|
(11) |
Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2010
|
(12) |
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011
|
(13) |
Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2011
|
(14) |
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
(15) |
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013
|
(16) |
Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2013
|
(17) |
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014
|
(18) |
Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2014
|
(19) |
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015
|
(20) |
Incorporated by reference to Registration Statement on Form S-8, File Number 333-205661 filed with the Securities and Exchange Commission on July 15, 2015
|
(21) |
Incorporated by reference to BioTime’s Quarterly Report on Form 10/Q for the quarter ended September 30, 2015
|
(22) |
Incorporated by reference to BioTime’s Current Report on Form 8-K, filed November 16, 2015
|
(23) |
Incorporated by reference to BioTime’s Current Report on Form 8-K, filed November 18, 2015
|
(24) |
Incorporated by reference to BioTime’s Current Report on Form 8-K, filed November 24, 2015
|
(25) |
Incorporated by reference to BioTime’s Current Report on Form 8-K, filed December 9, 2015
|
(26) |
Incorporated by reference to BioTime’s Current Report on Form 8-K, filed February 18, 2016
|
* |
Filed herewith
|
BIOTIME, INC.
|
|||
By:
|
/s/
Michael D. West
|
||
Michael D. West, Ph.D.
|
|||
Co-Chief Executive Officer
|
|||
By:
|
/s/
Aditya Mohanty
|
||
Aditya Mohanty
|
|||
Co-Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
/s/
Michael D. West
|
Co-Chief Executive Officer and
|
March 16, 2017
|
||
MICHAEL D. WEST, PH.D.
|
Director (Principal Executive Officer)
|
|||
/s/
Aditya Mohanty
|
Co-Chief Executive Officer and
|
March 16, 2017
|
||
ADITYA MOHANTY
|
Director (Principal Executive Officer)
|
|||
/s/
Russell Skibsted
|
Chief Financial Officer (Principal
|
March 16, 2017
|
||
RUSSELL SKIBSTED
|
Financial and Accounting Officer)
|
|||
/s/
Deborah Andrews
|
Director
|
March 16, 2017
|
||
DEBORAH ANDREWS
|
||||
/s/
Neal C. Bradsher
|
Director
|
March 16, 2017
|
||
NEAL C. BRADSHER
|
||||
/s/
Stephen C. Farrell
|
Director
|
March 16, 2017
|
||
STEPHEN C. FARRELL
|
||||
/s/
Alfred D. Kingsley
|
Director
|
March 16, 2017
|
||
ALFRED D. KINGSLEY
|
||||
/s/
Michael H. Mulroy
|
Director
|
March 16, 2017
|
||
MICHAEL H. MULROY
|
||||
/s/
Angus C. Russell
|
Director
|
March 16, 2017
|
||
ANGUS C. RUSSELL
|
||||
/s/
David Schlachet
|
Director
|
March 16, 2017
|
||
DAVID SCHLACHET
|
||||
1. |
Purpose
: The purpose of this Share Option Plan is to provide an additional incentive to Employees, officers, Directors, Consultants and certain other Service Providers of the Company (as defined below) and any Affiliate of the Company (as defined below) to further the growth, development and financial success of the Company by providing them with opportunities to purchase Shares (as defined below) of the Company pursuant to this Share Option Plan and to promote the success of the Company's business.
|
2. |
Definitions
: For the purposes of this Share Option Plan, the following terms shall have the meaning ascribed thereto below:
|
a)
|
"
Additional Rights
" means any distribution of rights, including an issuance of bonus shares and stock dividends (but excluding cash dividends), in connection with Section 102 Trustee Options (as defined below) and/or the Shares issued upon exercise of such Options.
|
b) |
“
Affiliate(s)
” means a present or future company that either (i) controls the Company or is controlled by the Company; or (ii) is controlled by the same person or entity that controls the Company, provided that for the purpose of grants made under Section 102, such company is an "employing company" within the meaning of Section 102(a) of the Tax Ordinance (as defined below).
|
c) |
"
Board
" means the Board of Directors of the Company.
|
d) |
"
Cause
" means any of the following: (i) a serious breach of trust, including but not limited to, theft, embezzlement, self-dealing, and/or breach of fiduciary duties; (ii) the Optionee (as defined below) has committed any flagrant criminal offense; (iii) a material breach by the Optionee of any agreement between the Optionee and the Company and/or any Affiliate, which has not been remedied within thirty (30) days after the Optionee has received a written demand for performance from the Committee (as defined below); or (iv) any other circumstance justifying termination or dismissal without severance payment according to Israeli law.
|
e) |
"
Committee
" means a committee of Directors (as defined below) to which the Board may delegate power to act under or pursuant to the provisions of the Plan. Until such delegation (if any), the Committee will consist of the entire Board.
|
f) |
"
Company
" means Cell Cure Neurosciences Ltd., a company incorporated under the laws of the State of Israel.
|
g) |
“
Companies Law
” means the Israeli Companies Law 5759-1999, as amended.
|
h) |
“
Consultant
” means any person or entity that is engaged by the Company or any Affiliate of the Company to render consulting or advisory services to such entity.
|
i) |
"
Controlling Shareholder
" has the meaning ascribed to it in Section 32(i) of the Tax Ordinance.
|
j) |
“
Corporate Transaction
” means the consummation of any of the following transactions or series of related transactions to which the Company is a party:
|
i)
|
A merger, acquisition, reorganization or consolidation in which the Company is not the surviving entity (or survives only as a subsidiary of another entity whose shareowners did not own all or substantially all of the shares in substantially the same proportions as immediately prior to such transaction), except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated;
|
ii) |
The sale, transfer, exchange or other disposition of all or substantially all of the shares or assets of the Company (including, intellectual property rights which, in the aggregate, constitute substantially all of the Company's material assets), in a transaction not covered by the exception to clause (i) above.
|
k) |
“
Director
” means a member of the Board of Directors of the Company.
|
l) |
"
Disability
" means a complete and permanent inability, due to illness or injury, to perform the duties of the Optionee's engagement at such time when the disability commenced, as determined by the Committee based on medical evidence acceptable to it.
|
m) |
"
Employee
" means any person, including officers and Directors, employed by the Company or any Affiliate of the Company. A person employed by the Company or any Affiliate of the Company shall not cease to be an Employee for the purposes of the Plan in the case of (i) any leave of absence approved by the Company, or (ii) transfer between locations of the Company, or (iii) transfer of employment between the Company and any Affiliate or any successor thereto. With regard to Section 102 Trustee Options and Section 102 Non-Trustee Options (as defined below), “Employee” includes Directors and office holders ("
Nosei Misra
" as such term is defined in the Israeli Companies Law), and excludes any person who is a Controlling Shareholder prior to and/or after the issuance of the Shares issued upon exercise of the Options.
|
n) |
"
Exercise Price
" means the price per Share determined by the Committee in accordance with Section 10 below, which is to be paid to the Company in order to exercise an Option and purchase the Share(s) covered thereby.
|
o) |
"
Expiration Date
" of an Option means the earlier of: (i) the lapse of ten (10) years from the date such Option was granted; or (ii) the expiration date set forth in the Option Agreement.
|
p) |
"
Fair Market Value
" means, as of any date, the value of a Share determined as follows:
|
i) |
If the Shares are admitted to trading on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or the Nasdaq Small Cap Market of the Nasdaq Stock Market, the Fair Market Value shall be the closing sale price of a Share on the principal exchange on which Shares are then trading (or as reported on any composite index which includes such principal exchange), on the trading day immediately preceding such date, or if Shares were not traded on such date, then on the next preceding date of which a trade occurred, as reported in
The Wall Street Journal
or such other source as the Committee deems reliable;
|
ii) |
If the Shares are not traded on an exchange, but are admitted to quotation on the Nasdaq or other comparable quotation system, the Fair Market Value shall be the mean between closing representative bid and asked prices for the Shares on the trading day immediately preceding such date or, if no bid and ask prices were reported on such date, then on the last date preceding such date on which both bid and ask prices were reported, all as reported by Nasdaq or such other comparable quotation system; or
|
iii) |
If the Shares are not publicly traded on an exchange and not quoted on Nasdaq or a comparable quotation system, the Fair Market Value shall be determined in good faith by the Committee.
|
iv) |
Without derogating from the foregoing and solely for the purpose of determining the tax liability, in the case of Capital Gain Option Through a Trustee (as defined below), the Fair Market Value of a Share at grant shall be determined in accordance with the provisions of Section 102(b)(3) of the Tax Ordinance as further detailed in Section 16(b) below.
|
q) |
"
IPO
" means an initial underwritten public offering of the Shares of the Company pursuant to an effective registration statement under the United States Securities Act of 1933, as amended or the Israeli Securities Law, 5728-1968, as amended or equivalent law of another jurisdiction.
|
r) |
"
Lock-up Period
" means the period during which the Section 102 Trustee Options granted to an Optionee or, upon exercise thereof the underlying Shares as well as any Additional Rights distributed in connection therewith are to be held by the Trustee (as defined below) on behalf of the Optionee, in accordance with Section 102 (as defined below) and pursuant to the tax route which the Company elects.
|
s) |
"
Notice of Exercise
" has the meaning ascribed to it in Section 11 below.
|
t) |
"
Option(s)
" means a right to purchase Shares granted under Section 8 below in accordance with the provisions of the Option Agreement, and subject to the terms specified in the Plan, whether Section 102 Trustee Option, Section 102 Non-Trustee Option, Section 3(i) Option or option issued under other tax regimes.
|
u) |
"
Optionee(s)
" means the holder of an outstanding Option granted under the Plan.
|
v) |
"
Option Agreement
" means a written or electronic agreement between the Company and the Optionee evidencing the terms and conditions of an individual grant of Option, as further specified in Section 8 below. The Option Agreement is subject to the terms and conditions of the Plan.
|
w) |
"
Plan
" means this Share Option Plan, as amended from time to time.
|
x) |
“
Proxy Holder
” means the Chairman of the Board, as shall be in office from time to time or any other person designated by the Board to act as proxy holder.
|
y) |
"
Section 3(i)
" means that certain Section 3(i) of the Tax Ordinance, and any regulations, rules, orders or procedures promulgated thereunder, all as amended.
|
z) |
"
Section 3(i) Option
" means an Option granted pursuant to Section 3(i).
|
aa)
|
"
Section 102
" means that certain Section 102 of the Tax Ordinance, and any regulations, rules, orders or procedures promulgated thereunder, including the Income Tax Rules (Tax Relief for Issuance of Shares to Employees), 2003, all as amended.
|
bb)
|
“
Section 102 Trustee Option
" means an Option that by its terms qualifies and is intended to qualify under the provisions of Section 102(b) of the Tax Ordinance (including the Section 102(b) Route Election (as defined below)), as either:
|
i) |
“
Ordinary Income Option Through a Trustee
” for the special tax treatment under Section 102(b)(1) and the “Ordinary Income Route”, or
|
ii) |
“
Capital Gain Option Through a Trustee
” for the special tax treatment under Section 102(b)(2) and the “Capital Route”.
|
cc)
|
“Section 102(b) Route Election”
means the right of the Company to choose either the “Capital Route” (as set under Section 102(b)(2)), or the “Ordinary Income Route” (as set under Section 102(b)(1)), but subject to the provisions of Section 102(g) of the Tax Ordinance, as further specified in Section 6 below.
|
dd)
|
“
Section 102 Non-Trustee Option
” means an Option that by its terms does not qualify or is not intended to qualify as a Section 102 Trustee Option and is granted not through a trustee under the terms of Section 102(c) of the Tax Ordinance.
|
ee)
|
"
Service Provider
" means an Employee, officer, Director or Consultant.
|
ff)
|
“
Share(s)
” means an Ordinary Share, nominal value NIS 0.01 of the Company, as adjusted in accordance with Section 13 of the Plan.
|
gg)
|
“
Tax Ordinance
” means the Israeli Income Tax Ordinance (New Version), 1961, as amended.
|
hh)
|
"
Trust Agreement
" means a written agreement between the Company and the Trustee, which sets forth the terms and conditions of the trust and is in accordance with the provisions of Section 102(b).
|
ii)
|
"
Trustee
" means a person or an entity, appointed by the Company and approved in accordance with the provisions of Section 102, to hold in trust on behalf of the Optionees the granted Options, or upon exercise thereof, the Shares, as well as any Additional Rights granted in connection therewith, in accordance with the provisions of Section 102.
|
3. |
Interpretation
: Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate.
|
4. |
Administration
:
|
a) |
The Committee shall have the power to administer the Plan. Notwithstanding the above, the Board shall automatically have a residual authority if no Committee shall be constituted or if such Committee shall cease to operate for any reason whatsoever.
|
b) |
Subject to the terms and conditions of this Plan, and subject to the approval of any relevant authorities and to applicable laws, the Committee shall have full power and authority, at all times, to: (i) select the Service Providers to whom Options may from time to time be granted hereunder, and to grant the Options to the said Service Providers; (ii) determine the terms and provisions of the Option Agreements (which need not be identical) including, but not limited to, the type of Option to be granted, the number of Shares to be covered by an Option, the Exercise Price, the times or conditions upon which and the extent to which an Option shall be vested and may be exercised and the nature and duration of any restrictions applicable to the Options or the underlying Shares, including as to transferability or exercise of the same, or the Company’s right of repurchase of the same; (iii) accelerate the right of an Optionee to exercise, in whole or in part, any Option, or extend such right; (iv) approve forms of Option Agreement for use under the Plan; (v) make a Section 102(b) Route Election (subject to the limitations set under Section 102(g)); (vi) interpret and construe the provisions of the Plan and the Option Agreements; (vii) determine the Fair Market Value of the Shares; (viii) adopt sub- plans, Plan addenda and appendices to the Plan as the Committee deems desirable, to accommodate foreign laws, regulations and practice. The provisions of such sub-plans, Plan addenda and appendices to the Plan may take precedence over other provisions of the Plan, but unless otherwise superseded by the terms of such sub-plans, Plan addenda and appendices to the Plan, the provisions of the Plan shall govern their operation; (ix) exercise such powers and perform such acts as are deemed necessary or expedient to promote the best interests of the Company with respect to the Plan, including but not limited to prescribe, amend and rescind any rules and regulations relating to the Plan (including rules and regulations relating to sub-plans, Plan addenda and appendices to the Plan established for the purpose of satisfying applicable foreign laws); and (x) take all other action and determine any other matter which is necessary or desirable for, or incidental to, the administration of the Plan.
|
c) |
The interpretation and construction by the Committee of any provision of the Plan (including sub-plans, Plan addenda and appendices to the Plan), the Option Agreement or of any Option thereunder shall be final and conclusive, unless otherwise determined by the Board.
|
5. |
Reserved Shares
:
|
a) |
The Company, during the term of this Plan, shall reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. The Shares subject to the Plan may be either authorized but unissued Shares or reacquired Shares, subject to applicable laws.
|
b) |
Any Shares under the Plan, in respect of which the right hereunder of an Optionee to purchase the same shall for any reason terminate, become cancelled, expire or otherwise cease to exist, shall again be available for grant through Options under the Plan (unless the Plan has terminated). No fraction of Shares may be issued under the Plan.
|
c) |
The Board may, at any time during the term of the Plan, increase the number of Shares available for grant under the Plan. The approval of the Company’s shareholders of such increase shall be obtained if so required under applicable laws and/or the Company’s incorporation documents and/or any shareholders agreement, as shall be in effect from time to time.
|
6. |
Section 102(b) Route Election
: No Section 102 Trustee Options may be granted under this Plan to any eligible Optionee, unless and until, the Company's election of the type of Section 102 Trustee Options either as “Ordinary Income Option Through a Trustee” or as “Capital Gain Option Through a Trustee” is appropriately filed with the Income Tax Authorities. The Section 102(b) Route Election shall obligate the Company to grant
only
the type of Section 102 Trustee Option it has elected, and shall apply to all Optionees who were granted Section 102 Trustee Options during the period indicated herein, to the extent required under and in accordance with the provisions of Section 102(g) of the Tax Ordinance and the applicable regulations. For avoidance of doubt, it is clarified that the Company does not obligate itself to file a Section 102(b) Route Election, and in any case, such Section 102(b) Route Election shall be at the sole discretion of the Company. It is further clarified that such Section 102(b) Route Election shall not prevent the Company from granting Section 102 Non-Trustee Options simultaneously.
|
7. |
Eligible Optionees
:
|
a) |
Subject to the terms and conditions of the Plan and any restriction imposed by applicable laws, Options may be granted to Service Providers, as selected by the Committee in its sole discretion,
provided however
, that, (i) Section 102 Trustee Options and Section 102 Non-Trustee Options may be granted only to Israeli Employees of the Company and any Affiliate thereof, and provided further that, such Affiliate corporation is an "employing company" within the meaning of Section 102(a) of the Tax Ordinance; and (ii) Section 3(i) Options may be granted only to Israeli (a) Consultants; and/or (b) employees, Directors and/or officers of the Company or any Affiliate who are Controlling Shareholders prior to and/or after the issuance of the Shares underlying the Options. Notwithstanding Options may be granted under sub-plans, Plan addenda and appendices to the Plan, to accommodate foreign laws, regulations and practice other tax jurisdictions.
|
b) |
Eligibility to participate in the Plan does not confer any right to be granted with Options under the Plan. Participation in the Plan is voluntary. The grant of an Option to a Service Provider hereunder, shall neither entitle such Service Provider to participate, nor disqualify him from participating, in any other grant of Options pursuant to this Plan or any other share incentive or stock option plan of the Company or any Affiliate of the Company.
|
8. |
Issuance of Options
:
|
a) |
Options may be granted at any time after the Plan shall become effective as specified in Section 17 hereof, subject to obtaining all the necessary approvals (if any) from any regulatory body or governmental agency having jurisdiction over the Company and/or any Affiliate and/or any Optionee. In the case of Section 102 Trustee Options, Options may be granted only after the passage of thirty (30) days (or a shorter period as and if approved by the tax authorities) following the delivery by the Company to the appropriate Israeli Income Tax Authorities of a request for approval of the Plan and the Trustee according to Section 102. Notwithstanding the above, if within ninety (90) days of delivery of the abovementioned request, the tax officer notifies the Company of its decision not to approve the Plan, the Options, which were intended to be granted as a Section 102 Trustee Options, shall be deemed to be Section 102 Non-Trustee Options, unless otherwise was approved by the tax officer. The date of grant of each Option shall be the date specified by the Committee at the time such Option is granted and subject to the applicable laws and regulations.
|
b) |
An Option Agreement shall evidence each Option granted pursuant to the Plan. The Option Agreement shall state,
inter alia
, the number of Shares covered thereby, the type of Option granted thereunder, the dates and schedule when the Option may be exercised, the Exercise Price and such other terms and conditions as the Committee in its discretion may prescribe, provided that they are consistent with this Plan and applicable laws.
|
9. |
Trustee
: In connection with the grant of any Section 102 Trustee Options, the following shall apply:
|
a) |
Section 102 Trustee Options which shall be granted under the Plan and any Shares issued upon exercise of such Options shall be issued to the Trustee who shall hold the same in trust for the benefit of the Optionee at least for the Lock-up Period. Upon the conclusion of the Lock-up Period and subject to any further period included in the Plan and/or in the Option Agreement, the Trustee may release Section 102 Trustee Options or Shares issued upon exercise of such Options to Optionee only after the Optionee's full payment of his tax liability due in connection therewith pursuant to the Tax Ordinance.
|
b) |
Notwithstanding the above, in the event an Optionee shall elect to release the Section 102 Trustee Options and/or the Shares issued upon exercise of such Options prior to the conclusion of the Lock-up Period, the sanctions under Section 102 shall apply to and shall be borne solely by the Optionee.
|
c) |
Any Additional Rights distributed to the Optionee on account of Section 102 Trustee Options shall be deposited with and/or issued to the Trustee for the benefit of the Optionee, and shall be held by the Trustee for the applicable Lock-up Period in accordance with the provisions of Section 102 and the elected tax route.
|
d) |
The Company, any Affiliate of the Company (if applicable), the Trustee and the Optionee shall comply with the Tax Ordinance, Section 102 and the provisions of the Trust Agreement.
|
e) |
Upon receipt of Section 102 Trustee Options, Optionee will sign the Option Agreement, which shall be deemed as the Optionee’s undertaking to exempt the Trustee from any liability in respect of any action or decision duly taken and
bona fide
executed in relation with the Plan and any Option, Share, Additional Right or other rights received by the Optionee in connection therewith.
|
f) |
The Committee shall determine and approve the terms of engagement of the Trustee, and shall be authorized to designate from time to time a new Trustee and replace either of them at its sole discretion, and in the event of replacement of any existing Trustee, to instruct the transfer of all Options and Shares held by such Trustee at such time to its successor.
|
g) |
For as long as the Trustee holds Shares in trust for the benefit of the Optionee, the Trustee shall not use the voting rights vested in such Shares, and shall not exercise such rights in any way whatsoever. In the event the right to vote such Shares is held by the Trustee pursuant to Section 102, then upon the exercise of any Section 102 Trustee Option by the Optionee, the Trustee shall execute an irrevocable voting proxy in such form as may be prescribed by the Committee in accordance with the provisions of Section 11(f) of the Plan and the provisions of Section 102.
|
10. |
Option Exercise Price and Consideration
:
|
a) |
The Exercise Price shall be determined by the Committee on the date of grant of an Option, on an individual basis, subject to any guidelines as may be determined by the Board from time to time and any applicable law; provided, however, that the Exercise Price shall be not less than the nominal value of the Shares underlying the Option.
|
b) |
The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Committee subject to applicable laws. Such consideration may consist of, without limitation, (1) cash, or (2) check or wire transfer, or (3) at the discretion of the Committee, consideration received by the Company under a broker-assisted sale and remittance program acceptable to the Committee, or (4) at the discretion of the Committee, any combination of the foregoing methods of payment.
|
11. |
Exercise of Options
:
|
a) |
Options shall be exercisable pursuant to the terms under which they were awarded and subject to the terms and conditions of this Plan and the Option Agreement; provided, however, that in no event shall an Option be exercisable after its Expiration Date, as further specified in Section 11(b) below.
|
b) |
Anything herein to the contrary notwithstanding, if any Option, or any part thereof, has not been exercised prior to its Expiration Date and the Shares covered thereby not paid for until such date, then such Option, or such part thereof, and the right to acquire such Shares shall terminate, and all interests and rights of the Optionee in and to the same shall expire.
|
c) |
Options may be exercised only to purchase whole Shares, and in no case may a fraction of a Share be purchased. If any fractional Share would be deliverable upon exercise, including but not limited to, as a result of adjustments as provided in Section 13 hereof, such fraction shall be rounded up one-half or less, or otherwise rounded down, to the nearest whole number of Shares.
|
d) |
An Option, or any part thereof, shall be exercisable by the Optionee's signing and returning to the Company at its principal office, on any business day, a "Notice of Exercise" in such form and substance as may be prescribed by the Committee from time to time and in accordance with the requirements of applicable laws, which exercise shall be effective upon receipt of such signed notice by the Company at its principal office. The Notice of Exercise shall specify the number of Shares with respect to which the Option is being exercised and shall be accompanied by payment of the aggregate Exercise Price due with respect to the Shares to be purchased. Such payment may consist of any consideration and method of payment authorized by the Committee and permitted by the Option Agreement and the Plan. If required under applicable laws, the Notice of Exercise shall also be accompanied by payment of the aggregate withholding taxes due with respect to the exercise of Options and/or purchased Shares.
|
e) |
If applicable laws require the Company to take any action with respect to the Shares specified in the Notice of Exercise before the issuance thereof, then the date of their issuance shall be extended for the period necessary to take such action.
|
f) |
Prior to exercise, the Optionee shall have none of the rights and privileges of a shareholder of the Company in respect to any Shares purchasable upon the exercise of any part of an Option. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to receive dividends or any other rights as a shareholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised, subject to the provisions of Section 15 hereof. No adjustment will be made for a dividend or other right, for which the record date precedes the date of issuance of the Shares, except as provided in Section 13 hereof.
|
g) |
Except and to the extent otherwise expressly provided herein, the Shares acquired under an Option shall be subject to the provisions of the Company's incorporation documents, as amended from time to time and/or any other shareholders agreement in effect.
|
h) |
To the extent permitted by applicable law, an Option Agreement may include a requirement that concurrently with the exercise of any Option and as a condition precedent to such exercise and the issuance of any Shares in respect thereof, the Optionee shall sign and deliver to the Company an irrevocable power of attorney and voting proxy in such form as may be prescribed by the Committee. By this proxy, the Optionee’s right to vote any acquired Shares shall be assigned to the Proxy Holder, who shall vote such Shares on any issue brought before the shareholders of the Company in accordance with the majority vote of the shareholders of the Company (as voted by the shareholders without taking such acquired Shares in consideration). Such power of attorney and voting proxy shall expire and be of no further force and effect upon the consummation of an IPO.
|
12. |
Termination of Relationship as a Service Provider
:
|
a) |
Except as provided below, an Option, or any part thereof, may not be exercised unless the Optionee is then a Service Provider of the Company or any Affiliate thereof, and unless the Optionee has remained continuously a Service Provider since the date of grant of the Option, unless the Committee determines that a longer period is applicable or such longer period is otherwise set forth in the Option Agreement.
|
b) |
Unless otherwise approved by the Committee or set forth in the Option Agreement, if an Optionee ceases to be a Service Provider of the Company or any Affiliate thereof for any reason (including, but not limited to, resignation and retirement, but excluding termination by reasons of Cause, Optionee's Disability or death, for which events there are special rules in Subsections (c) and (d) below), all Options granted to the Optionee, which are vested and exercisable at the time of such termination, may be exercised within three (3) months following the date of such termination, but in no event later than the Expiration Date of such Option, as set forth in the Option Agreement. If, after termination, the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by the unexercised portion of such Option shall revert to the Plan. Unless the Committee or the Option Agreement provide otherwise, any Options which are not vested and exercisable at the date of such termination, shall terminate, and the Shares covered by such unvested Option shall revert to the Plan.
|
c) |
Unless otherwise approved by the Committee or set forth in the Option Agreement, if an Optionee ceases to be a Service Provider of the Company or any Affiliate thereof as a result of Optionee’s Disability or death, all Options granted to the Optionee, which are vested and exercisable at the time of such termination, may, unless earlier terminated in accordance with the Option Agreement, be exercised within twelve (12) months following the Optionee’s termination, but in no event later than the Expiration Date of such Option, as set forth in the Option Agreement. In the case of Optionee's death, such Option may be exercised by the personal representative of the Optionee’s estate or by the person or persons to whom the Option is transferred pursuant to the Optionee’s will or the laws of inheritance or by the Optionee’s designated beneficiary or beneficiaries of that Option. If, after termination, the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by the unexercised portion of such Option shall revert to the Plan. Unless the Committee or the Option Agreement provide otherwise, any Options which are not vested and exercisable at the date of such termination, shall terminate and the Shares covered by such unvested Option shall revert to the Plan.
|
d) |
Notwithstanding the above, if an Optionee ceases to be a Service Provider of the Company or any Affiliate thereof for Cause, all outstanding Options granted to such Optionee (whether vested or not) shall, to the extent not theretofore exercised, expire immediately upon the earlier of: (i) the date of such termination; or (ii) the time of delivery of the notice of termination for Cause, unless otherwise determined by the Committee. The Shares covered by such expired Options shall revert to the Plan.
|
e) |
In addition and notwithstanding Subsections (b) through (d) above, if after termination of relationship as a Service Provider, Optionee does not comply in full with any of non- compete, non solicitation, confidentiality or any other requirement of any agreement between the Optionee and the Company (or any Affiliate thereof engaging the Optionee), the Committee may, in its sole discretion, refuse to allow the exercise of the Options.
|
f) |
For the purpose of this Section 12, termination of relationship as a Service Provider shall be deemed to be effective upon the date, which is designated by the Company (or any Affiliate thereof engaging the Optionee) as the last day of the Optionee’s service with the Company or any Affiliate thereof.
|
g) |
For the purpose of this Section 12, a transfer of the Optionee from the service of the Company to any Affiliate (and vise versa) or between Affiliates shall not be deemed a termination of relationship as a Service Provider, unless otherwise determined by the Committee.
|
13. |
Adjustments, Liquidation and Corporate Transaction
: Upon the occurrence of any of the following described events, an Optionee's right to purchase Shares under the Plan shall be adjusted as hereinafter provided.
|
a) |
Changes in Capitalization
. The number and type of Shares which have been authorized for issuance under the Plan but as to which no Option have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, and the number and type of Shares covered by each outstanding Option, as well as the Exercise Price per Share covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number or type of issued Shares resulting from a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification of the Shares, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan. The conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration”. Such adjustment shall be made by the Committee, in its sole discretion. The Company shall not be required to issue fractional Shares or other securities under the Plan as a result of such adjustment and any fractional interest in a Share or other security that would otherwise be delivered upon the exercise of an Option will be rounded, as detailed in Section 11(c) hereof.
|
b) |
Dissolution or Liquidatio
n. In the event of dissolution or liquidation of the Company, the Company shall have no obligation to notify the Optionees of such event and any Options that have not been previously exercised will terminate immediately prior to such dissolution or liquidation. Notwithstanding the above, in the event of a voluntary liquidation of the Company, which is not within the frame of a Corporate Transaction, the Committee shall notify each Optionee as soon as practicable prior to the effective date of such proposed transaction, and any Options that have not been previously exercised will terminate immediately prior to such proposed liquidation.
|
c) |
Corporate Transaction
. In the event of a Corporate Transaction, each outstanding Option shall, be treated as the Committee determines, including, without limitation, that each Option may (i) be assumed or substituted for an equivalent option by the successor corporation or a parent or subsidiary of the successor corporation. In the case of such assumption or substitution of Options, appropriate adjustments shall be made in the number and type of Shares covered by each outstanding Option, as well as the Exercise Price per Share covered by each such outstanding Option, and all other terms and conditions of the Options, such as the vesting dates, shall remain in force; or (ii) be terminated in exchange for a cash payment (if any) equal to the excess of the Fair Market Value of the Shares subject to such Option (either to the extent then exercisable or, at the discretion of the Committee, the Option being made fully exercisable for purposes of this Section 13(c)) over the Exercise Price thereof.
|
14. |
Limited Transferability and Restrictions on Sale of Options/Shares
:
|
a) |
No Option may be sold, pledged, assigned, hypothecated or transferred other than by will or by the laws of descent and distribution, and may be exercised during the lifetime of the Optionee, only by the Optionee. The terms of the Plan and the Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of any Option or of any rights granted thereunder contrary to the provisions of this Plan shall be null and void.
|
b) |
Without derogating from the provisions of Section 14(a) above, with regard to Section 102 Trustee Option and the Shares issued upon exercise of such Options, as long as such Options and/or Shares are held by the Trustee on behalf of the Optionee, all rights of the Optionee with respect thereto are personal and cannot be transferred, assigned, pledged or mortgaged, other than by will or by the laws of descent and distribution.
|
c) |
Shares acquired upon exercise of an Option shall be subject to such restrictions on transfer and/or sale as are generally applicable to Ordinary Shares of the Company, including but not limited to (i) restrictions detailed in the Company's incorporation documents, as may be amended from time to time; (ii) restrictions detailed in any shareholders agreements (as applicable to other shareholders of Ordinary Shares of the Company), as amended from time to time, regardless of whether or not the Optionee is a party to such agreements; and (iii) restrictions under any applicable law.
|
d) |
In the event the Shares shall be registered for trading in any public market, the Committee may impose certain limitations on the Optionee’s right to sell the Shares (including a lock-up period) as may be requested by the Company’s underwriters or as the Committee may, in its absolute discretion, determine to be necessary or advisable, and Optionee shall unconditionally agree and accept any such limitations.
|
15. |
Conditions Upon Issuance of Shares
:
|
a) |
Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares shall comply with applicable laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. Without derogating from the generality of the foregoing, the Company shall not be required to issue or deliver any Shares (or any certificate or certificates for such Shares) purchased upon exercise of any Option (or portion thereof) prior to the completion of any registration or other qualification of such Shares, if so required under any applicable law and/or under the rulings or regulations of any governmental regulatory body which the Committee shall, in its absolute discretion, determine to be necessary or advisable.
|
b) |
As a condition to the exercise of an Option, the Committee may require the Optionee exercising such Option to represent and warrant at the time of such exercise, if, in the opinion of counsel for the Company such representation is required in order to comply with any registration exemption requirement, that (i) the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares; and (ii) the Optionee shall not sell, transfer or otherwise dispose of any of the Shares so purchased by him, except in compliance with the applicable securities laws, and the rules and regulations thereunder. Furthermore, the Company shall have the authority to endorse upon the certificate or certificates representing the Shares such legends referring to the foregoing restrictions, and any other applicable restriction, as it may deem appropriate.
|
16. |
Tax Consequences
:
|
a) |
Any tax consequences arising from the grant or exercise of any Option, from the payment for Shares covered thereby, from the sale, transfer or disposition of such Shares, the release of Options or Shares from Trust or from any other event or act (of the Optionee, the Company or any Affiliate of the Company or the Trustee (if applicable)) hereunder, shall be borne solely by the Optionee. The Company or any Affiliate or the Trustee (if applicable) shall withhold taxes according to the requirements under the applicable laws, and it may take steps as it may deem necessary for withholding all due taxes, including, but not limited to (i) to the extent permitted by applicable laws, deducting the amount so required to be withheld from any other amount then or thereafter payable to an Optionee, and/or (ii) requiring an Optionee to pay to the Company or any Affiliate or to the Trustee (as the case may be) the amount so required to be withheld as a condition for the issuance, delivery, distribution or release of any Shares. Furthermore, such Optionee shall agree to indemnify the Company, any Affiliate that engages the Optionee and the Trustee, if applicable, and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Optionee. Except as otherwise required by applicable laws, the Company shall not be required to release any Share certificate to an Optionee until all required payments have been fully made.
|
b) |
Without derogating from the definition of Fair Market Value in Section 2(n) above, and solely for the purpose of determining the tax liability with respect to the grant of Capital Gain Option Through a Trustee pursuant to Section 102, in the event the Shares of the Company are listed for trade on any established stock exchange or national market system or in the event the Shares of the Company will be registered for trade within ninety (90) days following the date of grant of such Options, the Fair Market Value of the Shares on the date of grant shall be equal to the average value of the Company’s Shares on the thirty (30) trading days preceding the date of grant or on the thirty (30) trading days following the date of registration for trade, as the case may be, all in accordance with the provisions of Section 102(b)(3) of the Tax Ordinance.
|
c) |
With regard to Section 102 Non-Trustee Option, in the event an Optionee shall cease to be employed by or, if applicable, cease to render his services to the Company or any Affiliate, for any reason, the Optionee shall be obligated to provide the Company and/or its Affiliate with a security or guarantee, in the degree and manner satisfactory to them, to cover any future tax obligation resulting from the disposition of the Options and/or the Shares acquired thereunder.
|
d) |
With regard to Section 102 Trustee Options, the provisions of the Plan and the Option Agreement shall be subject to the provisions of Section 102 and the tax officer's approval, which shall be deemed an integral part of the Plan and the Option Agreement. To the extent that Section 102 and/or the tax officer's approval require the Plan and/or the Option Agreement to contain specified provisions in order to qualify the Options for preferential tax treatment, such provisions shall be deemed to be stated herein and/or in the Option Agreement, as applicable, and to be binding upon the Company, any Affiliate and the Optionee.
|
17. |
Term, Amendment and Termination of the Plan
:
|
a) |
The Plan shall become effective upon the later of: (i) its adoption by the Board; or (ii) its approval by the Company's shareholders, but only if such shareholders’ approval is required under applicable laws or under the Articles of association and/or under any shareholder agreement then in effect.
|
b) |
The Committee, at any time and from time to time, may terminate, suspend or amend the Plan. The Committee shall obtain approval from the Company’s shareholders of any Plan amendment to the extent necessary to comply with applicable laws or under the Articles of association and/or under any shareholder agreement as then in effect. Other than in the event of a Corporate Transaction (in which case, the provisions of Section 13(c) above shall govern), no amendment, suspension or termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Committee, which agreement must be in writing and signed by the Optionee and the Company. Termination of the Plan shall not affect the Committee’s ability to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such termination.
|
18. |
Inability to Obtain Authority
: The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.
|
19. |
Continuance of Engagement
: Neither the Plan nor any Option granted hereunder shall impose any obligation on the Company or its Affiliates, to continue its relationship with an Optionee as a Service Provider, and nothing in the Plan, in any Option Agreement or in any Option granted pursuant thereto shall confer upon any Optionee any right with respect to continuing the Optionee's relationship as a Service Provider with the Company or its Affiliate nor shall it interfere in any way with his right or the Company's or its Affiliate's right to terminate such relationship at any time, with or without Cause, and with or without notice.
|
20. |
Non-Exclusivity of the Plan
: The Plan shall not be construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as either may deem desirable, including without limitation, the granting of stock options otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.
|
21. |
Governing Law and Jurisdiction
: This Plan and all instruments issued thereunder or in connection therewith shall be governed by and construed and enforced in accordance with the laws of the State of Israel, without giving effect to the principles of conflict of laws thereof. Any dispute arising out of this Plan and all instruments issued thereunder or in connection therewith shall be resolved exclusively by the appropriate court in the State of Israel.
|
22. |
Application of Funds
: The proceeds received by the Company from the sale of Shares pursuant to Options will be used for general corporate purposes of the Company.
|
23. |
Severability
: If any term or other provision of this Plan is determined to be invalid, illegal or incapable of being enforced by any applicable laws, the invalidity of such term or provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan, which shall remain in full force and effect.
|
I. |
NOTICE OF OPTION GRANT
|
1.
|
Name:
|
(the "
Optionee
")
|
|
Address:
|
2. |
The undersigned Optionee has been granted an Option to purchase Ordinary Shares, par value NIS0.01 each of the Company, subject to the terms and conditions of the Plan, this Option Agreement and Section 3(i) of the Israeli Income Tax Ordinance (New Version), 1961 (the "
Tax Ordinance
") and any regulations, rules or orders promulgated thereunder, all as amended from time to time (collectively, "
Section 3(i)
"), as follows:
|
Date of Grant
|
Vesting Commencement Date
|
Exercise Price per Share
|
NIS/US$
|
Total Number of Shares subject to the Option
|
Total Exercise Price
|
NIS/US$
|
Type of Option:
|
Section 3(i) Option
|
Term/Expiration Date:
|
[10 years following the Date of Grant]
|
3. |
Vesting Schedule
|
4. |
Provisions for Termination
|
5. |
Adjustments
|
6. |
Corporate Transaction
|
II. |
AGREEMENT
|
1. |
Grant of Option
.
|
1.1. |
Subject to the terms and conditions set forth herein, in the Plan and in the Notice of Option Grant, the Company hereby grants the Optionee named in the Notice of Option Grant, an Option qualified as "
Section 3(i) Option
" (the "
Option
"), to purchase the number of Shares set forth in the Notice of Option Grant (the "
Shares
"), at the exercise price per Share set forth in the Notice of Option Grant (the "
Exercise Price
").
|
1.2. |
This Option is granted pursuant to the Plan, and the said Option and this Option Agreement are in all respects governed by the Plan and subject to all of the terms and provisions whether such terms and provisions are incorporated in this Option Agreement solely by reference or are expressly cited herein. Any interpretation of this Option Agreement will be made in accordance with the Plan. In the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail. Notwithstanding the foregoing, in the event of a conflict between the terms and conditions of the Plan or of this Option Agreement and any provision of Section 3(i) or any applicable law, the latter shall govern and prevail.
|
1.3. |
The Optionee is aware that the Company intends to issue additional shares and to grant additional options in the future to various entities and individuals, as the Company in its sole discretion shall determine.
|
2. |
Non-Transferability of Option
. This Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee.
|
3. |
Term of Option
. This Option may be exercised only within the Term set out in the Notice of Option Grant, and may be exercised during the Term only in accordance with the Plan and the
terms of this Option Agreement. In the event the Option shall not be exercised within its Term, such Option, or such part thereof, shall expire and all interests and rights of the Optionee in and to the same shall terminate.
|
4. |
Exercise of Option
.
|
4.1. |
Right to Exercise
. This Option shall be exercisable during its Term in accordance with the vesting schedule set out in the Notice of Option Grant and with the applicable provisions of the Plan and this Option Agreement.
|
4.2. |
Continuous Engagement Required
. Except as otherwise provided in Section 3 or 4 of the Notice of Option Grant, this Option may not be exercised unless the Optionee, at the time he exercises this Option is, and has been at all times since the Date of Grant set out in the Notice of Option Grant engaged by the Company or any Affiliate thereof. Transfer between locations of the Company or between the Company and its Affiliates shall not be considered termination of engagement. In case of an approved leave of absence, the vesting of the Option shall be suspended during such leave of absence.
|
4.3. |
Method of Exercise
. This Option shall be exercised by delivery of a signed notice of exercise in the form attached hereto as
Exhibit A
(the "
Notice of Exercise
"), which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and shall be accompanied with such other representations and agreements, as may be required by the Company and/or any applicable laws. The Notice of Exercise shall be accompanied by payment of the aggregate Exercise Price for the number of Shares to be purchased. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Notice of Exercise and settlement of payment of the aggregate Exercise Price in such form satisfactory to the Company. The Optionee may purchase less than the number of Shares covered by the Option, provided that no partial exercise of this Option may be for a fraction of a Share. If any fractional interest in a Share would be deliverable upon exercise, including but not limited to, as result of adjustments as provided in Section 13 of the Plan, such fraction shall be rounded up one-half or less, or otherwise rounded down, to the nearest whole number of Shares.
|
4.4. |
Method of Payment
. Payment of the aggregate Exercise Price for the purchased Shares shall be by any of the following, or a combination thereof, at the election of the Optionee:
|
(a) |
Cash;
|
(b) |
Check or wire transfer;
|
(c) |
At the discretion of the Committee, consideration received by the Company under a broker-assisted sale and remittance program acceptable to the Committee; or
|
(d) |
Any combination of the foregoing methods of payment or another form of payment approved by the Committee.
|
5. |
Restrictions on Exercise
. This Option may not be exercised and no Shares shall be issued pursuant to the exercise, unless such exercise, the issuance of the Shares and the method of payment of the Exercise Price comply with all applicable laws. This Option shall be subject to the requirement that if, at any time, counsel to the Company shall determine that the listing, registration or qualification of the Shares subject hereto upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the issuance or purchase of Shares hereunder, this Option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, disclosure or satisfaction of such other condition shall have been effected or obtained on terms acceptable to the Committee. The Optionee agrees to cooperate with the Company to ensure compliance with any such condition; provided, however, that nothing herein shall be deemed to require the Company to apply for, effect or obtain such listing, registration, qualification, approval, disclosure, or to satisfy such other condition.
|
6. |
Rights as a Shareholder
.
|
6.1. |
Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), the Optionee shall not have any of the rights or privileges granted to a shareholder of the Company with respect to any Shares purchasable upon the exercise of any part of an Option. No adjustment will be made for a dividend or other shareholders' right for which the record date is prior to the date the Shares are issued, except as provided in Section 13 of the Plan.
|
6.2. |
Voting Proxy
. Concurrently with the exercise of the Option and as a condition precedent to such exercise and the issuance of any Shares in respect thereof, the Optionee shall sign and deliver to the Company an irrevocable proxy substantially in the form of
Exhibit B
attached hereto. By this proxy, the Optionee’s right to vote any acquired Shares shall be assigned to the Proxy Holder, who shall vote such Shares on any issue brought before the shareholders of the Company in accordance with the majority vote of the shareholders of the Company (as voted by the shareholders without taking such acquired Shares in consideration). Such irrevocable voting proxy shall expire and be of no further force and effect upon the consummation of an IPO.
|
7. |
Compliance with Laws and Stock Exchange Rules
.
|
7.1. |
In the event the Shares have not been registered under the U.S. Securities Act of 1933, as amended (the “
Securities Act
”) or under any other applicable law, at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option or immediately upon the Company's first demand, deliver to the Company his investment representation statement, in such form as may be prescribed by the Company, that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares, and shall make such other representations as are deemed necessary or appropriate by the Company or its counsel.
|
7.2. |
Standoff Perio
d. Optionee hereby agrees that, if so requested by the Company or any representative of the underwriters (the "
Managing Underwriter
") in connection with any registration statement of the Company filed under the Securities Act or any other applicable law, Optionee shall not offer, pledge, sell, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Optionee (other than those included in the registration) during the one hundred eighty (180) days period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the "
Market Standoff Period
") following the effective date of any registration statement of the Company filed under the Securities Act or any other applicable law.
|
8. |
Restrictions on Resale and Limited Transferability of Shares
.
|
8.1. |
The Optionee hereby acknowledges and agrees that, the Committee may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resale by an Optionee or other subsequent transfers by the Optionee of any Shares issued as a result of or under the Option, including without limitation, restrictions under an insider trading policy and restrictions pursuant to applicable regulations of any stock exchange on which the Shares may be listed for trading. The Optionee agrees to cooperate with the Company to ensure compliance with any such restrictions, conditions or limitations.
|
8.2. |
The Optionee hereby acknowledges and agrees that the Shares issued as a result of or under the Option shall be subject to such restrictions on transfer and/or sale as are generally applicable to Ordinary Shares of the Company, including but not limited to (i) restrictions detailed in the Company's Articles of Association, as amended from time to time; (ii) restrictions detailed in any shareholders agreements (as applicable to other shareholders of Ordinary Shares of the Company), as amended from time to time, regardless of whether or not the Optionee is a party to such agreements.
|
9. |
Tax Consequences
.
|
9.1. |
By accepting the grant of the Option, the Optionee acknowledges and agrees that any and all taxes, fees and other liabilities (as may apply from time to time) in connection with the grant and/or exercise and/or release of the Option and the sale and/or release of Shares issued upon exercise of the Option and/or any other event or act (of the Optionee, the Company or its Affiliate that engages the Optionee (if applicable)), shall be borne solely by the Optionee, and Optionee will be solely liable for all such taxes, fees and other liabilities. The Company or its Affiliate that engages the Optionee (if applicable) shall withhold taxes according to the requirements under applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, by executing this Option Agreement the Optionee hereby agrees to indemnify the Company, its Affiliate that engages the Optionee (if applicable) and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Optionee.
|
9.2.
|
Legal and Tax Consultation
. The Optionee acknowledges that the Company has advised the Optionee to consult an independent tax advisor with respect to legal and tax consequences of the Option, and the Optionee has consulted with any legal or tax advisors that the Optionee deems necessary. Optionee acknowledges that he is not relying on the Company or any Affiliate thereof for any legal or tax advice, and that the Company and any Affiliate thereof shall not be deemed to have provided any legal or tax advice to Optionee with respect to the Option.
|
10. |
No Duty to Disclose
. Except as required by applicable law, neither the Company, nor its shareholders, Directors, or officers shall have any duty or obligation to disclose to Optionee any material information regarding the business of the Company or affecting the value of the Shares before or at the time of termination of Optionee’s engagement, including, without limitation, any information concerning the plans of offering its equity securities to the public or its acquisition by or merger with or into another corporation or other entity.
|
11. |
Acknowledgment and Waiver
.
|
11.1. |
By participating in the Plan, and accepting the grant of the Option, the Optionee agrees and acknowledges that: (i) the Plan is discretionary in nature and all determinations with respect to any future grants, including but not limited to, the times when options shall be granted, the number of Shares subject to each option, the exercise price and the time or times when each right shall be exercisable will be at the sole discretion of the Company, and the Company can amend, cancel, or terminate the Plan at any time; (ii) the grant of the Option under the Plan is voluntary and occasional, and does not create any contractual or other right to receive future grants of any options, or benefits in lieu of the Options even if options have been granted repeatedly in the past; (iii) the Optionee’s participation in the Plan is voluntary; (iv) the value of the Option is an extraordinary item of compensation, which is outside the scope of the Optionee’s employment agreement, if any; (v) the Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any social benefits, severance, end of service payments, bonuses, long-service awards, pension or similar payments; (vi) the future value of the Shares purchased under the Plan is unknown and cannot be predicted with certainty, and the Company makes no express or implied promise about the financial gain or loss to be achieved through participation in the Plan; (vii) this Option grant will not be interpreted to mean that an entity other than the entity that engages the Optionee has relationship with the Optionee; (viii) no claim or entitlement to compensation or damages arises from the expiration of this Option or diminution in value of this Option or Shares purchased through exercise of this Option resulting from termination of Optionee's engagement with the Company or any Affiliate thereof (for any reason whatsoever) and Optionee irrevocably releases the Company and any Affiliate thereof engaging Optionee from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Option Agreement, Optionee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (ix) unless there is a written engagement agreement for a specified term in effect, Optionee's engagement with the Company or any Affiliate thereof may be terminated at any time, with or without Cause, by the Company or any Affiliate thereof and neither the Plan nor this Option shall obligate the Company or any Affiliate to engage Optionee for any particular length of time nor confer any right with respect to continuing the Optionee's status as an employee or service provider.
|
11.2. |
In the event that a duly authorized legal body or other authorized forum, orders the Company or any Affiliate thereof to grant the Optionee the rights and privileges of a salaried employee, no income or gain which the Optionee may be credited with or which purports to be credited to the Optionee as a result of the grant or exercise of the Option, the issuance of the Shares, the sale thereof, or any other event or act hereunder, shall in any manner be taken into account in the calculation of the basis for the Optionee's entitlements from the Company or any Affiliate thereof or in the calculation of any social welfare right or other rights or benefits arising out of the engagement by the Company or any Affiliate thereof, including without limitation, social security, manager's insurance, educational fund, pension funds, severance pay, holiday pay, etc. In the event that the Company or any Affiliate thereof shall be required, pursuant to any law, to take into account for purposes of calculating any such benefits, any of the aforesaid elements of income or gain actually or theoretically credited to the Optionee, the Optionee shall promptly indemnify the Company and/or any Affiliate thereof against any expense caused to it in this regard, and any such amount shall be deemed a debt of the Optionee to the Company and/or any Affiliate thereof, which may be deducted or set off from any amounts payable to the Optionee.
|
12. |
Successors and Assigns
. The Company may assign any of its rights under this Option Agreement to single or multiple assignees, and this Option Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Option Agreement shall be binding upon Optionee and his heirs, executors, administrators, successors and assigns.
|
13. |
Administration
. All questions of interpretation concerning this Option Agreement shall be determined by the Committee. All determinations by the Committee shall be final and binding upon all persons having an interest in the Option, unless otherwise determined by the Board.
|
14. |
Waivers and Consents
. Except as provided in the Plan, the terms and provisions of this Option Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Option Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.
|
15. |
Data Privacy
. The Company will collect, process, use and deliver personal data of Optionee for the purpose of executing and managing the Plan and the exercise of Optionee’s rights thereunder, as well as for any other aspect required in connection with Optionee’s employment with the Company. By entering into this Option Agreement and accepting the Options, the Optionee hereby expressly: (i) authorizes the Company, any Affiliate of the Company and any agent of the Company administering the Plan or providing Plan recordkeeping services, to disclose to the Company, to any Affiliate of the Company or to any such agent such information and data as shall be requested in order to facilitate the grant of Options and/or Shares and the administration of the Plan; (ii) waives any data privacy rights he may have with respect to such information; (iii) authorizes the Company, any Affiliate of the Company and any such agent to store and transmit such information in electronic form; and (iv) approves and consents, in any case, for the transfer of information, its storage and usage outside of Israel and this for the purposes listed above.
|
16. |
Interpretation
: The use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate.
|
17. |
Entire Agreement; Severability
. The Plan is incorporated herein by reference. The Optionee declares and agrees that the Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and/or agreements and/or understanding, whether written or oral, between the Optionee and the Company or the officers and/or Directors and/or shareholders thereof with respect to the subject matter hereof, and may not be modified adversely to Optionee's interest except by means of a written amendment signed by the Company and Optionee. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, the remainder of this Option Agreement will continue in full force and effect.
|
18. |
Governing Law; Jurisdiction
. This Option Agreement is governed by and construed and enforced in accordance with the laws of the State of Israel, without giving effect to the principles of conflict of laws thereof. The competent courts in the State of Israel shall have the sole jurisdiction in any matter pertaining to this Option Agreement.
|
19. |
Notices
. All notices given under this Option Agreement may be delivered by (a) personal delivery; or (b) registered mail or courier. Notices delivered personally shall be deemed given upon delivery. Notices sent by mail shall be deemed given five (5) business days (or if sent by courier - two (2) days) after mailing (postage prepaid), if mailed in accordance herewith.
|
OPTIONEE:
|
Cell Cure Neurosciences Ltd.
|
||
Signature
|
By
|
||
Print Name
|
Title
|
|
[Address]
|
Attention: | [ | ] |
1. |
Exercise of Option
. Effective as of today,______________, [date], the undersigned (“Optionee”) hereby elects to exercise Optionee’s option to purchase___________Ordinary Shares (the “Shares”) of Cell Cure Neurosciences Ltd. (the “Company”), at the exercise price of NIS/US$_______per Share, under and pursuant to the Company’s Share Option Plan (the “Plan”) and the Share Option Agreement between the Optionee and the Company dated_____________, (the “Option Agreement”). Unless otherwise defined herein, the terms defined in the Plan and the Option Agreement shall have the same defined meaning in this Notice of Exercise.
|
2. |
Delivery of Payment
. The Optionee herewith delivers to the Company the full Exercise Price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option, if applicable.
|
3. |
Representations of Optionee
. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.
|
4. |
Rights as Shareholder
.
|
4.1 |
Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), the Optionee shall not have any of the rights or privileges granted to a shareholder of the Company with respect to any Shares purchasable upon the exercise of any part of an Option. No adjustment will be made for a dividend or other shareholders' right for which the record date is prior to the date the Shares are issued, except as provided in Section 13 of the Plan.
|
4.2 |
Voting Rights
. Concurrently with execution of this Notice of Exercise and as a condition to this exercise and the issuance of any Shares in respect thereof, the Optionee shall execute an irrevocable proxy, substantially in the form attached hereto as
Exhibit B
, in accordance with Section 7.2 of the Option Agreement.
|
5. |
Limited Transferability and Restrictions on Sale of Shares. Before any Shares
held by Optionee or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Holder has to comply with such restrictions on transfer as are generally applicable to Ordinary Shares of the Company, including but not limited to (i) restrictions detailed in the Company's Articles of Association, as amended from time to time; and (ii) restrictions detailed in any shareholders agreements (as applicable to other shareholders of Ordinary Shares of the Company), as amended from time to time, regardless of whether or not the Holder is a party to such agreements.
|
6. |
Tax Consultation
. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee's purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company or any Affiliate of the Company for any tax advice.
|
7. |
Restrictive Legends and Stop-Transfer Orders
.
|
7.1 |
Legends
. Optionee understands and agrees that the Company may cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws:
|
7.2 |
Stop-Transfer Notices
. Optionee agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.
|
7.3 |
Refusal to Transfer
. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Notice of Exercise, or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so improperly transferred.
|
8. |
Successors and Assigns
. The Company may assign any of its rights under this Notice of Exercise to single or multiple assignees, and this Notice of Exercise shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Notice of Exercise shall be binding upon Optionee and his heirs, executors, administrators, successors and assigns.
|
9. |
Interpretation
. Any dispute regarding the interpretation of this Notice of Exercise shall be submitted by Optionee or by the Company forthwith to the Committee, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Committee shall be final and binding on all parties, unless otherwise determined by the Board.
|
10. |
Governing Law; Severability
. This Notice of Exercise is governed by and construed and enforced in accordance with the laws of the State of Israel without giving effect to the principles of conflict of laws thereof. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, the remainder of this Notice of Exercise will continue in full force and effect.
|
11. |
Entire Agreement
. The Plan and Option Agreement are incorporated herein by reference. This Notice of Exercise, the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements, whether written or oral, between the Optionee and the Company or the officers and/or Directors and/or shareholders thereof with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee.
|
Submitted by:
|
Accepted by:
|
|
OPTIONEE
|
Cell Cure Neurosciences Ltd.
|
|
Signature
|
By
|
|
Print Name
|
Title
|
|
Address:
|
Address
:
|
Date Received
|
Name of Shareholder
|
|
Shareholder Signature
|
Subsidiary
|
BioTime Ownership
|
Country
|
Cell Cure Neurosciences Ltd.
|
62.5%
(1)
|
Israel
|
ES Cell International Pte. Ltd.
|
100%
|
Singapore
|
LifeMap Sciences, Inc.
|
77.9%
|
USA
|
LifeMap Sciences, Ltd.
|
(2)
|
Israel
|
LifeMap Solutions, Inc.
|
(2)
|
USA
|
OrthoCyte Corporation
|
100%
|
USA
|
ReCyte Therapeutics, Inc.
|
94.8%
|
USA
|
(1) |
Includes shares owned by BioTime and ES Cell International Pte Ltd.
|
(2) |
LifeMap Sciences, Ltd. and LifeMap Solutions, Inc. are wholly-owned subsidiaries of LifeMap Sciences, Inc.
|
Date: March 16, 2017
|
|
/s/
Michael D. West
|
|
Michael D. West Ph.D.
|
|
Co-Chief Executive Officer
|
Date: March 16, 2017
|
|
/s/
Aditya Mohanty
|
|
Aditya Mohanty
|
|
Co-Chief Executive Officer
|
Date: March 16, 2017
|
|
/s/
Russell Skibsted
|
|
Russell Skibsted
|
|
Chief Financial Officer
|
/s/
Michael D. West
|
||
Michael D. West Ph.D.
|
||
Co-Chief Executive Officer
|
||
/s/
Aditya Mohanty
|
||
Aditya Mohanty
|
||
Co-Chief Executive Officer
|
||
/s/
Russell Skibsted
|
||
Russell Skibsted
|
||
Chief Financial Officer
|