BioTime, Inc. (NYSEMKT:BTX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement
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Controlled Equity OfferingSM Sales Agreement (the Sales
Agreement) with Cantor Fitzgerald Co., as sales agent (Cantor
Fitzgerald), to which the Company may offer and sell, from time
to time, through Cantor Fitzgerald, shares of the Companys common
stock, no par value per share, having an aggregate offering price
of up to $25,000,000 (the Shares).
Agreement. Subject to the terms and conditions of the Sales
Agreement, Cantor Fitzgerald will use commercially reasonable
efforts, consistent with its normal trading and sales practices,
applicable state and federal law, rules and regulations, and the
rules of the NYSE MKT, to sell the Shares from time to time based
upon the Companys instructions, including any price, time or size
limits specified by the Company. Under the Sales Agreement,
Cantor Fitzgerald may sell the Shares by any method deemed to be
an at-the-market offering as defined in Rule 415(a)(4) under the
Securities Act of 1933, as amended, or by any other method
permitted by law, including in privately negotiated transactions.
Cantor Fitzgeralds obligations to sell the Shares under the Sales
Agreement are subject to satisfaction of certain conditions,
including the effectiveness of the Companys Registration
Statement on Form S-3 (File No. 333-217182) (the Registration
Statement), filed by the Company with the U.S. Securities and
Exchange Commission (the SEC) on April 6, 2017.
the aggregate gross proceeds from each sale of Shares, reimburse
legal fees and disbursements and provide Cantor Fitzgerald with
customary indemnification and contribution rights. The Sales
Agreement may be terminated by Cantor Fitzgerald or the Company
at any time upon notice to the other party, or by Cantor
Fitzgerald at any time in certain circumstances, including the
occurrence of a material and adverse change in the Companys
business or financial condition that makes it impractical or
inadvisable to market the Shares or to enforce contracts for the
sale of the Shares.
to be complete and is qualified in its entirety by reference to
the full text of the Sales Agreement, a copy of which is filed as
Exhibit 1.2 to the Registration Statement and incorporated herein
by reference.
relating to the Shares being offered to the Sales Agreement. A
copy of such legal opinion, including the consent included
therein, is filed as Exhibit 5.2 to the Registration Statement
and incorporated herein by reference.
Registration Statement and the sales agreement prospectus that
forms a part of such Registration Statement, following such time
the Registration Statement is declared effective by the SEC. This
Current Report on Form 8-K shall not constitute an offer to sell
or the solicitation of an offer to buy any Shares under the Sales
Agreement nor shall there be any sale of such Shares in any state
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state.
| Item 9.01 |
Financial Statements and Exhibits.
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8-K:
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Exhibit
No.
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Description
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1.1
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Controlled Equity OfferingSM Sales Agreement, dated as of April 6, 2017,
between BioTime, Inc. and Cantor Fitzgerald Co. (filed as Exhibit 1.2 to the Registration Statement on Form S-3 (File No. 333-217182), filed with the U.S. Securities and Exchange Commission on April 6, 2017, and incorporated by reference herein). |
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5.1
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Opinion of KL Gates LLP (filed as Exhibit 5.2 to BioTime,
Inc.’s Registration Statement on Form S-3 (File No. 333-217182), filed with the U.S. Securities and Exchange Commission on April 6, 2017, and incorporated by reference herein). |
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23.1
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Consent of KL Gates LLP (filed as Exhibit 23.3 to
BioTime, Inc.’s Registration Statement on Form S-3 (File No. 333-217182), filed with the U.S. Securities and Exchange Commission on April 6, 2017, and incorporated by reference herein). |
About BioTime, Inc. (NYSEMKT:BTX)
BioTime, Inc. is a clinical-stage biotechnology company focused on developing and commercializing products addressing degenerative diseases. Its clinical programs are based on two platform technologies: pluripotent stem cells and cell/drug delivery platform technologies. The foundation of its cell delivery platform is its HyStem cell and drug delivery matrix technology. Its clinical programs are targeting three primary sectors, aesthetics, ophthalmology and cell/drug delivery. Its facial aesthetics product, Renevia, is a potential treatment for facial lipoatrophy. It is in a pivotal clinical trial in Europe to assess its safety and efficacy in restoring normal skin contours in patients whose subcutaneous fat, or adipose tissue, has been lost due to the use of certain drugs often used to treat patients with human immune virus. OpRegen is its lead product for ophthalmological disorders. It is a suspension of retinal pigment epithelial cells that are derived from pluripotent stem cells. BioTime, Inc. (NYSEMKT:BTX) Recent Trading Information
BioTime, Inc. (NYSEMKT:BTX) closed its last trading session up +0.09 at 3.42 with 292,798 shares trading hands.