BioTime, Inc. (NYSEMKT:BTX) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
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Completion of Acquisition or Disposition of Assets
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OncoCyte Corporation (OncoCyte) exercised 625,000 warrants to
purchase OncoCyte common stock at an exercise price of $3.25 per
warrant for total exercise cash proceeds to OncoCyte of $2.0
million (the Warrant exercise). These warrants had been issued as
part of OncoCytes financing that was completed on August 29,
2016, during which OncoCyte sold an aggregate of 3,246,153
immediately separable units of one share of OncoCyte common stock
and one warrant to purchase one share of OncoCyte common stock.
In order to induce the investors to complete this Warrant
exercise and, in conjunction with the Warrant exercise, OncoCyte
issued new warrants to those investors. One investor received
212,500 warrants with an exercise price of $3.25 per warrant
share while the other investors received 200,000 warrants with an
exercise price of $5.50 per warrant share (the New Warrants). The
New Warrants are exercisable at any time for five years from
February 17, 2017.
Warrant exercise and was issued 425,000 shares of OncoCyte common
stock and 212,500 New Warrants. Neal C. Bradsher, a director of
BioTime, is the President, of Broadwood Capital, Inc., the
investment adviser of Broadwood Partners, L.P. Broadwood
Partners, L.P. beneficially owns more than 5% of the outstanding
common shares of BioTime and OncoCyte.
stock in the Warrant exercise, as of February 17, 2017, BioTime
owns less than 50% of the outstanding shares of OncoCyte common
stock. Because BioTimes ownership percentage in OncoCyte has
decreased to below 50%, BioTime no longer has a controlling
financial interest in OncoCyte and will deconsolidate OncoCytes
financial statements and results of operations from BioTimes
consolidated financial statements (the OncoCyte Deconsolidation),
effective February 17, 2017, in accordance with Accounting
Standards Codification, or ASC, 810-10-40-4(c), Consolidation.
Beginning on February 17, 2017, we will account for the retained
noncontrolling investment in OncoCyte under the equity method of
accounting and plan to elect the fair value option under ASC
825-10, Financial Instruments, with subsequent changes in the
fair value of the investment recognized in our consolidated
statements of operations.
forma condensed combined balance sheet as of September 30, 2016,
derived from our latest unaudited condensed consolidated balance
sheet filed in our Quarterly Report on Form 10-Q, and unaudited
pro forma condensed combined statements of operations for the
nine months ended September 30, 2016 and for the year ended
December 31, 2015. The unaudited pro forma condensed combined
balance sheet as of September 30, 2016 gives effect to the
OncoCyte Deconsolidation as if the OncoCyte Deconsolidation had
occurred on September 30, 2016. Effective May 13, 2016, BioTime
deconsolidated the financial statements of Asterias
Biotherapeutics, Inc. (Asterias). The unaudited pro forma
statements of operations give effect to the OncoCyte
Deconsolidation and the deconsolidation of Asterias (the Asterias
Deconsolidation) as if both deconsolidations had occurred on
January 1, 2015.
| Item 9.01 |
Financial Statements and Exhibits
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| (a) |
Pro Forma Financial Information
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September 30, 2016
for the Nine Months Ended September 30, 2016
for the Year-Ended December 31, 2015
Information.
| (b) |
Exhibits
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Exhibit Number
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Description
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99.1
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Pro Forma Financial Statements
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About BioTime, Inc. (NYSEMKT:BTX)
BioTime, Inc. is a clinical-stage biotechnology company. The Company is focused on the field of regenerative medicine, specifically pluripotent stem cell technology. The Company is engaged in the research and development of therapeutic products for oncology, orthopedics, retinal and neurological diseases and disorders, blood and vascular system diseases and disorders, blood plasma volume expansion, diagnostic products for the early detection of cancer, and hydrogel products that may be used in surgery and products for human embryonic stem cell research. Regenerative medicine refers to therapies based on stem cell technology that are designed to rebuild cell and tissue function lost due to degenerative disease or injury. The Company’s pluripotent stem cell technology is complemented by its HyStem technology for the delivery and engraftment of cells, whether derived from pluripotent stem cells or the patient’s own somatic or adult stem cells, at the desired location. BioTime, Inc. (NYSEMKT:BTX) Recent Trading Information
BioTime, Inc. (NYSEMKT:BTX) closed its last trading session 00.00 at 2.97 with 348,477 shares trading hands.