California
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94-3127919
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer o
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Accelerated filer x
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company o
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●
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Audit Committee Chairman: $10,000
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Audit Committee Member other than Chairman: $7,000
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Nominating and Corporate Governance Committee Chairman: $7,500
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Nominating and Corporate Governance Committee Member other than Chairman: $5,000
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●
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Compensation Committee Chairman: $7,500
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Compensation Committee Member other than Chairman: $5,000
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Science & Technology Committee Chairman: $20,000
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●
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Science & Technology Committee Member other than Chairman: $5,000
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Name
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Fees Earned or Paid in
Cash
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Option Awards(1)
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Total
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|||||||||
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|||||||||
Neal C. Bradsher
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$ | 36,250 | $ | 65,901 | $ | 101,151 | ||||||
Arnold I. Burns
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$ | 47,500 | $ | 65,901 | $ | 113,401 | ||||||
Alfred D. Kingsley
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$ | 390,000 | (2) | $ | 164,752 | $ | 554,752 | |||||
Pedro Lichtinger
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$ | 38,750 | $ | 65,901 | $ | 104,651 | ||||||
Andrew C. von Eschenbach, M.D.
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$ | 57,750 | (3) | $ | 65,901 | $ | 123,651 |
(1)
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During July 2012, our directors who are not salaried employees of BioTime each received an award of stock options entitling them to purchase 20,000 common shares at a fixed price as partial compensation for serving on the Board of Directors for a period of one year, except that Mr. Kingsley received 50,000 stock options as partial compensation for serving in his capacity as Chairman of the Board. The options will vest and become exercisable in equal quarterly installments over a one-year period, but must be reported here at the aggregate grant date fair value, as if all options were fully vested and exercisable at the date of grant. We use the Black-Scholes-Merton Pricing Model to compute option fair values. With respect to these options, we used the following variables: stock price of $4.60, exercise price of $4.79, expected term of 5 years, volatility of 96.087%, and a bond equivalent yield discount rate of 0.67%.
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(2)
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During 2012, in addition to $90,000 in director fees, Mr. Kingsley received $60,000 from each of five of our subsidiaries for serving as Chairman of the subsidiary.
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(3)
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Amount includes $18,750 for serving as a board member of OncoCyte, a subsidiary of BioTime.
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·
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Base salary;
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·
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annual cash bonuses based on corporate and individual performance;
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·
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long-term incentives in the form of stock options;
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·
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health insurance; and
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·
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401(k) plan participation with employer contributions.
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·
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BioTime’s and its subsidiaries’ growth and progress in scientific research;
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·
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extraordinary performance by an individual during the year;
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·
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retention concerns;
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·
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the executive’s tenure and experience;
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·
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the executive’s historical compensation;
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·
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market data;
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·
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our financial position and capital resources; and
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·
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fairness.
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Position
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Number of Option Shares
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|||
Chief Executive Officer
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200,000 | |||
Senior Executive/Officer
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100,000 | |||
Vice President/Senior Director
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50,000 | |||
Director/Manager
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25,000 | |||
Senior Professional
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10,000 | |||
Technical/Administrative
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5,000 |
Name
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Position
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Number of Option Shares
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Michael D. West
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Chief Executive Officer
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200,000
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Robert W. Peabody
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Sr. V.P. Chief Operating Officer
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100,000
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Peter S. Garcia
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Chief Financial Officer
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100,000
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William P. Tew
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Chief Commercial Officer
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100,000
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Name and principal
position
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Year
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Salary
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Bonus
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Option
Awards(1)
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All other
compensation
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Total
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||||||||||||||||
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||||||||||||||||
Michael D. West
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2012
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$ | 660,500 | $ | 100,000 | (2) | $ | 24,500 | (5) | $ | 785,000 | |||||||||||
Chief Executive Officer
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2011
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$ | 560,500 | $ | 266,000 | (2) | $ | 10,664 | (3) | $ | 19,038 | (5) | $ | 856,202 | ||||||||
2010
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$ | 350,000 | $ | 215,750 | (2) | $ | 6,978 | (4) | $ | 16,500 | (5) | $ | 589,228 | |||||||||
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||||||||||||||||||||||
Robert W. Peabody
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2012
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$ | 386,900 | $ | 45,000 | (2) | $ | 12,500 | (9) | $ | 444,400 | |||||||||||
Senior Vice-President, and
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2011
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$ | 336,900 | $ | 156,000 | (2) | $ | 5,332 | (7) | $ | 12,467 | (9) | $ | 510,699 | ||||||||
Chief Operating Officer(6)
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2010
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$ | 230,000 | $ | 105,750 | (2) | $ | 3,489 | (8) | $ | 11,500 | (9) | $ | 350,739 | ||||||||
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Peter S. Garcia
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2012
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$ | 324,000 | $ | 100,000 | (2) | $ | 12,500 | (9) | $ | 436,500 | |||||||||||
Chief Financial Officer(10)
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2011
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$ | 81,000 | $ | 6,000 | (2) | $ | 703,204 | (10) | $ | 3,475 | (9) | $ | 793,679 | ||||||||
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||||||||||||||||||||||
William Tew
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2012
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$ | 237,500 | $ | 20,000 | (2) | $ | 11,146 | (9) | $ | 268,646 | |||||||||||
Chief Commercial Officer(11)
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2011
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$ | 145,000 | $ | 26,000 | (2) | $ | 177,078 | (11) | $ | 7,300 | (9) | $ | 355,378 |
(1)
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The options must be reported here at the aggregate grant date fair value, as if all options were fully vested and exercisable at the date of grant. We use the Black-Scholes-Merton Pricing Model to compute option fair values.
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(2)
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As a result of BioTime receiving a certain research grant, Dr. West and Mr. Peabody earned bonuses of $65,000 and $45,000, respectively, during 2012, 2011 and in 2010under the terms of their employment agreements. During December, 2012, 2011, and 2010, respectively, the following annual incentive bonuses were awarded to the executives named in the table: to Dr. West $35,000 in 2012, $200,000 in 2011, and $75,000 in 2010; to Mr. Peabody $100,000 in 2011 and $50,000 in 2010; to Mr. Garcia $100,000 in 2012 and $5,000 in 2011; and to Dr. Tew $20,000 in 2012 and $25,000 in 2011. An annual bonus may be earned by each executive officer based upon the performance of the executive, as determined by the Board of Directors upon recommendation of the Compensation Committee. Supplemental incentive bonuses in the amount of $10,000 were awarded to Mr. Peabody in March 2011, $75,000 to Dr. West in July 2010, and $10,000 to Mr. Peabody in June 2010. As part of company-wide bonus awards, Dr. West, Mr. Peabody, Mr. Garcia, and Dr. Tew also each received $1,000 in 2011, and Dr. West and Mr. Peabody each received $750 in 2010.
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(3)
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During March 2011, Dr. West received 625,000 stock options from LifeMap Sciences, Inc. These options will vest and become exercisable in equal monthly installments over a 42 month period, but must be reported here at the aggregate grant date fair value, as if all options were fully vested and exercisable at the date of grant. We used the following variables to compute the option fair values: stock price of $0.08333, exercise price of 0.08333, expected term of 7 years, volatility of 1.0%, and a bond equivalent yield discount rate of 3.3%.
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(4)
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During December 2010, Dr. West received the following stock options under the stock option plans of certain of our subsidiaries: 500,000 options from ReCyte Therapeutics, Inc.; 500,000 options from OncoCyte Corporation; 500,000 options from OrthoCyte Corporation; and 200 options from BioTime Asia, Limited. Each option has an exercise price not less than the fair market value of the subsidiary common stock on the date of grant as determined by the subsidiary board of directors based on an independent valuation. The options vested and became exercisable in equal monthly installments over a four-year period. The assumptions underlying the valuation of these stock options are as follows: OncoCyte Corporation--stock price of $0.08, exercise price of $0.67, expected term of 10 years, volatility of 1.0%, and a bond equivalent yield discount rate of 3.3%; OrthoCyte Corporation--stock price of $0.05, exercise price of $0.05, expected term of 10 years, volatility of 1.0%, and a bond equivalent yield discount rate of 3.3%; ReCyte Therapeutics, Inc.--stock price of $0.09, exercise price of $2.05, expected term of 10 years, volatility of 1.0%, and a bond equivalent yield discount rate of 3.3%; BioTime Asia, Limited--stock price of $0.0000001, exercise price of $0.01, expected term of 10 years, volatility of 1.0%, and a bond equivalent yield discount rate of 3.3%.
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(5)
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During 2012, 2011, and 2010, Dr. West received other compensation that included a $1,000 per month car allowance and employer contributions of $12,500, $7,038, and $4,500, respectively, to his 401(k) plan.
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(6)
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Mr. Peabody served as our Chief Financial Officer on an interim basis from September 2010 to October 2011.
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(7)
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During March 2011, Mr. Peabody received 321,500 stock options from LifeMap Sciences, Inc. These options will vest and become exercisable in equal monthly installments over a 42 month period, but must be reported here at the aggregate grant date fair value, as if all options were fully vested and exercisable at the date of grant. We used the following variables to compute the option fair values: stock price of $0.08333, exercise price of 0.08333, expected term of 7 years, volatility of 1.0%, and a bond equivalent yield discount rate of 3.3%.
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(8)
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During December 2010, Mr. Peabody received the following stock options under the stock option plans of certain of our subsidiaries: 250,000 options from ReCyte Therapeutics, Inc; 250,000 options from OncoCyte Corporation; 250,000 options from OrthoCyte Corporation; and 100 options from BioTime Asia, Limited. Each option has an exercise price not less than the fair market value of the subsidiary common stock on the date of grant as determined by the subsidiary board of directors based on an independent valuation. The options vested and became exercisable in equal monthly installments over a four-year period. The assumptions underlying the valuation of these stock options are as follows: OncoCyte Corporation--stock price of $0.08, exercise price of $0.67, expected term of 10 years, volatility of 1.0%, and a bond equivalent yield discount rate of 3.3%; OrthoCyte Corporation--stock price of $0.05, exercise price of $0.05, expected term of 10 years, volatility of 1.0%, and a bond equivalent yield discount rate of 3.3%; ReCyte Therapeutics, Inc.--stock price of $0.09, exercise price of $2.05, expected term of 10 years, volatility of 1.0%, and a bond equivalent yield discount rate of 3.3%; BioTime Asia, Limited--stock price of $0.0000001, exercise price of $0.01, expected term of 10 years, volatility of 1.0%, and a bond equivalent yield discount rate of 3.3%.
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(9)
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Other compensation to Mr. Peabody during 2012, 2011 and 2010, and to Mr. Garcia and Dr. Tew during 2012 and 2011 consist entirely of employer contributions to their 401(k) plans.
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(10)
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Mr. Garcia became our Chief Financial Officer in October 2011 and received stock option awards under our 2002 Stock Option Plan and the stock option plans of certain of our subsidiaries as follows: 200,000 options from BioTime; 50,000 options from OncoCyte Corporation; 50,000 options from OrthoCyte Corporation; and 50,000 options from ReCyte Therapeutics, Inc. The assumptions underlying the valuation of these stock options are as follows: BioTime--stock price of $4.17, exercise price of $4.17, expected term of 7 years, volatility of 106.31, and a bond equivalent yield discount rate of 1.33%; OncoCyte Corporation--stock price of $0.08, exercise price of $1.00, expected term of 7 years, volatility of 1.0%, and a bond equivalent yield discount rate of 1.55%; OrthoCyte Corporation--stock price of $0.05, exercise price of $0.08, expected term of 7 years, volatility of 1.0%, and a bond equivalent yield discount rate of 1.33%; ReCyte Therapeutics, Inc.--stock price of $0.09, exercise price of $2.05, expected term of 7 years, volatility of 1.0%, and a bond equivalent yield discount rate of 1.33%.
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(11)
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Dr. Tew became the Vice President of Business Development of OrthoCyte Corporation in March 2011 and was subsequently promoted to Chief Commercial Officer of BioTime in June 2011. He received stock option awards entitling him to purchase 25,000 options from BioTime and 200,000 options from OrthoCyte Corporation in March 2011. The assumptions underlying the valuation of the 25,000 BioTime options are as follows--stock price of $7.56, exercise price of $7.47, expected term of 7 years, volatility of 105.31%, and a bond equivalent yield discount rate of 2.72%. OrthoCyte Corporation options were subsequently canceled and BioTime granted him 3,850 additional BioTime options in October 2011. The assumptions underlying the valuation of these BioTime options are as follows--stock price of $4.17, exercise price of $4.22, expected term of 7 years, volatility of 106.27%, and a bond equivalent yield discount rate of 1.35%
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Number of
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Number of
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|||||||||||
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Securities
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Securities
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|||||||||||
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Underlying
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Underlying
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|||||||||||
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Unexercised
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Unexercised
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Option
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Option
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|||||||||||
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Stock Option |
Options
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Options
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Exercise
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Expiration
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||||||||||
Name
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Plan Name |
Exercisable
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Unexercisable
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Price
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Date
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||||||||||
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|||||||||||
Michael West
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BioTime
2002 Stock Option Plan
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1,470,400 | (1) | $ | 0.50 |
October 9, 2014
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|||||||||
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OncoCyte Corporation
2011 Stock Option Plan
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250,000 | (2) | 250,000 | $ | 0.67 |
December 28, 2020
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||||||||
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OrthoCyte Corporation
2010 Stock Option Plan
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250,000 | (3) | 250,000 | $ | 0.05 |
December 28, 2020
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||||||||
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ReCyte Therapeutics, Inc.
2011 Stock Option Plan
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250,000 | (4) | 250,000 | $ | 2.05 |
December 28, 2020
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BioTime Asia, Limited
2011 Stock Option Plan
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100 | (5) | 100 | $ | 0.01 |
December 28, 2020
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LifeMap Sciences, Inc.
2011 Stock Option Plan
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22,321 | (6) | 22,321 | $ | 0.50 |
March 28, 2018
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||||||||
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||||||||||||||
Robert W. Peabody
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BioTime
2002 Stock Option Plan
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500,000 | (1) | $ | 0.50 |
October 9, 2014
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|||||||||
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OncoCyte Corporation
2011 Stock Option Plan
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125,000 | (7) | 125,000 | $ | 0.67 |
December 28, 2020
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OrthoCyte Corporation
2010 Stock Option Plan
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125,000 | (8) | 125,000 | $ | 0.05 |
December 28, 2020
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ReCyte Therapeutics, Inc.
2011 Stock Option Plan
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125,000 | (9) | 125,000 | $ | 2.05 |
December 28, 2020
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||||||||
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BioTime Asia, Limited
2011 Stock Option Plan
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50 | (10) | 50 | $ | 0.01 |
December 28, 2020
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||||||||
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LifeMap Sciences, Inc.
2011 Stock Option Plan
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11,161 | (11) | 11,160 | $ | 0.50 |
March 28, 2018
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||||||||
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||||||||||||||
Peter S. Garcia
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BioTime
2002 Stock Option Plan
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58,338 | (12) | 141,667 | $ | 4.17 |
October 2, 2018
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||||||||
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OncoCyte Corporation
2011 Stock Option Plan
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14,583 | (12) | 35,417 | $ | 1.00 |
November 30, 2018
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OrthoCyte Corporation
2010 Stock Option Plan
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14,583 | (12) | 35,417 | $ | 0.08 |
November 30, 2018
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ReCyte Therapeutics, Inc.
2011 Stock Option Plan
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14,583 | (12) | 35,417 | $ | 2.05 |
November 30, 2018
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William P. Tew
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BioTime
2002 Stock Option Plan
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10,937 | (13) | 14,063 | $ | 7.47 |
March 20, 2018
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BioTime
2002 Stock Option Plan
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1,122 | (13) | 3,850 | $ | 4.17 |
October 3, 2018
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OncoCyte Corporation
2011 Stock Option Plan
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2,500 | (13) | 7,500 | $ | 1.00 |
November 30, 2018
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(1)
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These options were granted upon his employment with BioTime and were fully vested and exercisable as of December 31, 2012.
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(2)
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These options become exercisable in equal monthly installments from the date of grant over a four year period provided that Dr. West remains an employee or director of OncoCyte or BioTime.
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(3)
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These options become exercisable in equal monthly installments from the date of grant over a four year period provided that Dr. West remains an employee or director of OrthoCyte or BioTime.
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(4)
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These options become exercisable in equal monthly installments from the date of grant over a four year period provided that Dr. West remains an employee or director of ReCyte Therapeutics or BioTime.
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(5)
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These options become exercisable in equal monthly installments from the date of grant over a four year period provided that Dr. West remains an employee or director of BioTime Asia or BioTime.
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(6)
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These options become exercisable in equal monthly installments from the date of grant over a forty-two month period provided that Dr. West remains an employee or director of LifeMap Sciences, Inc. or BioTime. The LifeMap Sciences stock option plan originally authorized the sale of up to 8,000,000 shares of its common stock through the exercise of stock options or under restricted stock purchase agreements. During 2012, the LifeMap Sciences stock option plan was amended to reflect a 1 for 4 reverse stock split and a change in the plan that resulted in the reduction of certain options granted. As a result, the total number of shares that may be issued under the plan was adjusted to 1,842,269. Dr. West was originally granted 625,000 options under the LifeMap Sciences stock option plan. However as a result of the 1 for 4 reverse stock split and the change in the plan aforementioned, the 625,000 options originally granted at an exercise price of $0.08333 per share were adjusted to 44,642 options at an exercise price of $0.50 per share.
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(7)
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These options become exercisable in equal monthly installments from the date of grant over a four year period provided that Mr. Peabody remains an employee or director of OncoCyte or BioTime.
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(8)
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These options become exercisable in equal monthly installments from the date of grant over a four year period provided that Mr. Peabody remains an employee or director of OrthoCyte or BioTime.
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(9)
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These options become exercisable in equal monthly installments from the date of grant over a four year period provided that Mr. Peabody remains an employee or director of ReCyte Therapeutics or BioTime.
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(10)
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These options become exercisable in equal monthly installments from the date of grant over a four year period provided that Mr. Peabody remains an employee or director of BioTime Asia or BioTime.
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(11)
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These options become exercisable in equal monthly installments from the date of grant over a forty-two month period provided that Mr. Peabody remains an employee or director of LifeMap Sciences, Inc. or BioTime. The LifeMap Sciences stock option plan originally authorized the sale of up to 8,000,000 shares of its common stock through the exercise of stock options or under restricted stock purchase agreements. During 2012, the LifeMap Sciences stock option plan was amended to reflect a 1 for 4 reverse stock split and a change in the plan that resulted in the reduction of certain options granted. As a result, the total number of shares that may be issued under the plan was adjusted to 1,842,269. Mr. Peabody was originally granted 312,500 options under the LifeMap Sciences stock option plan. However as a result of the 1 for 4 reverse stock split and the change in the plan aforementioned, the 312,500 options originally granted at an exercise price of $0.08333 per share were adjusted to 22,321 options at an exercise price of $0.50 per share.
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(12)
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These options become exercisable in equal monthly installments from the date of grant over a four year period during the term of Mr. Garcia’s employment.
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(13)
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These options become exercisable in equal monthly installments from the date of grant over a four year period during the term of Dr. Tew’s employment.
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Option Awards
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|||||||
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Number of
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Value
|
||||||
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Shares Acquired
|
Realized on
|
||||||
|
On Exercise
|
Exercise
|
||||||
Name
|
(#) |
($)
|
||||||
Michael D. West
|
20,000 | $ | 78,800 | |||||
Robert W. Peabody
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- | $ | - | |||||
Peter S. Garcia
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- | $ | - | |||||
William P. Tew
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- | $ | - |
Officer and Position
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Benefit
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Before Change
in Control
Termination w/o
Cause (1)
|
After Change
of Control
Termination w/o
Cause
|
|||||||
Michael D. West, Chief Executive Officer
|
Cash Payment(1)
|
$ | 180,250 | $ | 360,500 | |||||
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Option Vesting(2)
|
- | - | |||||||
|
|
|||||||||
Robert W. Peabody, Senior Vice President and
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Cash Payment(1)
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$ | 118,450 | $ | 236,900 | |||||
Chief Operating Officer
|
Option Vesting(2)
|
- | - | |||||||
Peter S. Garcia, Chief Financial Officer
|
Cash Payment (1)
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$ | 81,000 | $ | 324,000 | |||||
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Option Vesting(2)
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- | - | |||||||
|
|
|||||||||
William P. Tew, Chief Commercial Officer
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Cash Payment(1)
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$ | 59,375 | $ | 59,375 | |||||
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Option Vesting(2)
|
- | - |
(1)
|
Amounts represent lump sum severance payments that could be paid to the executive officer under such executive’s employment agreement as of December 31, 2012.
|
(2)
|
Amounts represent an estimate of the intrinsic value of options that would become fully vested and exercisable based on a market value of $3.14 per common share as of December 31, 2012. The estimated value for Dr. West and Mr. Peabody are zero as their options were fully vested. The estimated value for Mr. Garcia and Dr. Tew are zero as their exercise price is greater than the closing stock price on December 31, 2012.
|
|
Number of Shares
|
Percent of Total
|
||||||
|
|
|
||||||
Alfred D. Kingsley (1)
|
9,335,411 | 16.9 | % | |||||
Greenbelt Corp.
|
||||||||
Greenway Partners, L.P.
|
||||||||
150 E. 57th Street
|
||||||||
New York, NY 10022
|
||||||||
|
||||||||
Neal C. Bradsher (2)
|
8,940,128 | 16.3 | % | |||||
Broadwood Partners, L.P.
|
||||||||
Broadwood Capital, Inc.
|
||||||||
724 Fifth Avenue, 9th Floor
|
||||||||
New York, NY 10019
|
||||||||
|
||||||||
George Karfunkel
|
4,997,217 | 9.1 | % | |||||
126 East 56th St.
|
||||||||
New York, NY 10022
|
(1)
|
Includes 1,682,505 Common Shares presently owned by Greenbelt Corp, 375,351 Common Shares owned by Greenway Partners, L.P., 7,090,055 shares owned solely by Alfred D. Kingsley, and 187,500 Common Shares that may be acquired by Mr. Kingsley upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days. Excludes 12,500 Common Shares that may be acquired by Mr. Kingsley upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Mr. Kingsley controls Greenbelt Corp. and Greenway Partners, L.P. and may be deemed to beneficially own the shares that Greenbelt Corp. and Greenway Partners, L.P. own.
|
(2)
|
Includes 8,822,220 Common Shares owned by Broadwood Partners, L.P., 42,908 Common Shares owned by Neal C. Bradsher, and 75,000 Common Shares that may be acquired upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days. Excludes 5,000 Common Shares that may be acquired by Mr. Bradsher upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Broadwood Capital, Inc. is the general partner of Broadwood Partners, L.P., and Mr. Bradsher is the President of Broadwood Capital, Inc. Mr. Bradsher and Broadwood Capital, Inc. may be deemed to beneficially own the shares that Broadwood Partners, L.P. owns.
|
|
Number of Shares
|
Percent of Total
|
||||||
|
|
|
||||||
Alfred D. Kingsley (1)
|
9,335,411 | 16.9 | % | |||||
|
||||||||
Neal C. Bradsher (2)
|
8,940,128 | 16.3 | % | |||||
|
||||||||
Michael D. West (3)
|
1,596,666 | 2.8 | % | |||||
|
||||||||
Judith Segall (4)
|
598,811 | 1.1 | % | |||||
|
||||||||
Robert W. Peabody (5)
|
513,733 | 1.0 | % | |||||
|
||||||||
William P. Tew (6)
|
99,769 | * | ||||||
|
||||||||
Arnold I. Burns (7)
|
90,000 | * | ||||||
|
||||||||
Pedro Lichtinger (8)
|
81,250 | * | ||||||
|
||||||||
Peter S. Garcia (9)
|
94,449 | * | ||||||
|
||||||||
Andrew C. von Eschenbach (10)
|
35,000 | * | ||||||
|
||||||||
Stephen C. Farrell (11)
|
5,000 | * | ||||||
|
||||||||
All officers and directors as a group (11 persons) (12)
|
21,390,267 | 37.2 | % |
(1)
|
Includes 1,682,505 Common Shares presently owned by Greenbelt Corp, 375,351 Common Shares owned by Greenway Partners, L.P., 7,090,055 Common Shares owned solely by Alfred D. Kingsley, and 187,500 Common Shares that may be acquired by Mr. Kingsley upon the exercise of certain stock options that are presently exercisable or that may become exercisable within 60 days. Excludes 12,500 Common Shares that may be acquired by Mr. Kingsley upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Mr. Kingsley controls Greenbelt Corp. and Greenway Partners, L.P. and may be deemed to beneficially own the Common Shares that Greenbelt Corp. and Greenway Partners, L.P. own.
|
(2)
|
Includes 8,822,220 Common Shares owned by Broadwood Partners, L.P. 42,908 shares owned by Neal C. Bradsher, and 75,000 Common shares that may be acquired upon the exercise of certain stock options. that are presently exercisable or that may become exercisable within 60 days. Excludes 5,000 Common Shares that may be acquired by Mr. Bradsher upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Broadwood Capital, Inc. is the general partner of Broadwood Partners, L.P., and Mr. Bradsher is the President of Broadwood Capital, Inc. Mr. Bradsher and Broadwood Capital, Inc. may be deemed to beneficially own the shares that Broadwood Partners, L.P. owns.
|
(3)
|
Includes 1,487,066 Common Shares that may be acquired upon the exercise of certain stock options that are presently exercisable or that may become exercisable within 60 days. Excludes 183,334 Common Shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days.
|
(4)
|
Includes 4,166 Common Shares that may be acquired upon the exercise of certain stock options that are presently exerciseable or that may become exercisable within 60 days. Excludes 45,834 Common Shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days.
|
(5)
|
Includes 508,333 Common Shares that may be acquired upon the exercise of certain stock options that are presently exercisable or that may become exercisable within 60 days. Excludes 91,677 Common Shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days.
|
(6)
|
Includes 23,397 Common Shares that may be acquired upon the exercise of certain options and 29,247 Common Shares that may be acquired upon the exercise of certain warrants that are presently exercisable or that may become exercisable within 60 days. Excludes 105,453 Common Shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days.
|
(7)
|
Includes 75,000 Common Shares that may be acquired upon the exercise of certain options that are presently exercisable or that may become exercisable within 60 days. Excludes 5,000 Common Shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days.
|
(8)
|
Includes 75,000 Common Shares that may be acquired upon the exercise of certain options that are presently exercisable or that may become exercisable within 60 days. Excludes 5,000 Common Shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days.
|
(9)
|
Includes 87,499 Common Shares that may be acquired upon the exercise of certain options that are presently exercisable or that may become exercisable within 60 days. Excludes 212,501 Common Shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days.
|
(10)
|
Includes 35,000 Common Shares that may be acquired upon the exercise of certain options that are presently exercisable or that may become exercisable within 60 days. Excludes 5,000 Common Shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days
|
(11)
|
Includes 5,000 Common Shares that may be acquired upon the exercise of certain options that may become exercisable within 60 days. Excludes 15,000 Common Shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days.
|
(12)
|
Includes 2,562,961 Common Shares that may be acquired upon the exercise of certain options and 29,247 Common Shares that may be acquired upon the exercise of certain warrants that are presently exercisable or that may become exercisable within 60 days. Excludes 686,289 Common Shares that may be acquired upon the exercise of certain options that are not presently exercisable and will not become exercisable within 60 days.
|
|
·
|
the interest of the officer, director, beneficial owner of more than 5% of our common shares, or any member of their immediate family (“Related Person”) in the Related Person Transaction;
|
|
·
|
the approximate dollar value of the amount involved in the Related Person Transaction;
|
|
·
|
the approximate dollar value of the amount of the Related Person’s interest in the transaction without regard to the amount of any profit or loss;
|
|
·
|
whether the transaction was undertaken in the ordinary course of our business;
|
|
·
|
whether the transaction with the Related Person is proposed to be, or was, entered into on terms no less favorable to us than terms that could have been reached with an unrelated third party;
|
|
·
|
the purpose of, and the potential benefits to the transaction to us; and
|
|
·
|
any other information regarding the Related Person Transaction or the Related Person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.
|
Exhibit
Numbers
|
|
Description
|
2.1
|
|
Equity and Note Purchase Agreement entered into as of April 28, 2010 by and between ES Cell Australia Limited, Pharmbio Growth Fund Pte. Ltd., and Biomedical Sciences Investment Fund Pte. Ltd. 19
|
|
|
|
2.2
|
|
Transfer Agreement dated May 3, 2010 between BioTime, Inc. and certain shareholders of ES Cell International Pte. Ltd. 19
|
|
|
|
2.3
|
|
Agreement and Plan of Merger, dated February 11, 2010, between Glycosan BioSystems, Inc., OrthoCyte Corporation, and BioTime, Inc. 22
|
|
|
|
2.4
|
|
Agreement and Plan of Merger, dated April 19, 2012, by and among XenneX, Inc., LifeMap Sciences, Inc., BioTime, Inc. and the stockholders of XenneX, Inc. named therein. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment). 26
|
|
|
|
2.5
|
|
Asset Contribution Agreement, dated January 4, 2013, by and among BioTime, Inc., BioTime Acquisition Corporation, and Geron Corporation 29
|
|
|
|
3.1
|
|
Articles of Incorporation with all amendments. 18
|
|
|
|
3.2
|
|
By-Laws, As Amended. 2
|
|
|
|
4.1
|
|
Specimen of Common Share Certificate. 1
|
|
|
|
4.2
|
|
Warrant Agreement between BioTime, Inc., Broadwood Partners, L.P., and George Karfunkel. 16
|
|
|
|
4.3
|
|
Form of Warrant. 16
|
|
|
|
4.4
|
|
Warrant Agreement between BioTime, Inc. and Biomedical Sciences Investment Fund Pte. Ltd. 19
|
|
|
|
4.5
|
|
Share Exchange and Contribution Agreement, dated July 24, 2012, among LifeMap Sciences, Inc., Alfred D. Kingsley, and Greenway Partners, L.P. 27
|
|
|
|
4.6
|
|
Warrant Agreement between BioTime, Inc. and Romulus Films, Ltd. *
|
|
|
|
4.7
|
|
Form of Warrant (included in Exhibit 4.6). *
|
|
|
|
10.1
|
|
Intellectual Property Agreement between BioTime, Inc. and Hal Sternberg. 1
|
|
|
|
10.2
|
|
Intellectual Property Agreement between BioTime, Inc. and Judith Segall. 1
|
|
|
|
10.3
|
|
2002 Stock Option Plan, as amended. 18
|
|
|
|
10.4
|
|
Exclusive License Agreement between Abbott Laboratories and BioTime, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment). 3
|
|
|
|
10.5
|
|
Modification of Exclusive License Agreement between Abbott Laboratories and BioTime, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment). 4
|
|
|
|
10.6
|
|
Exclusive License Agreement between BioTime, Inc. and CJ Corp. 5
|
|
|
|
10.7
|
|
Hextend® and PentaLyte® Collaboration Agreement between BioTime, Inc. and Summit Pharmaceuticals International Corporation.6
|
|
|
|
10.8
|
|
Addendum to Hextend® and PentaLyte® Collaboration Agreement Between BioTime Inc. and Summit Pharmaceuticals International Corporation. 7
|
10.9
|
|
Amendment to Exclusive License Agreement Between BioTime, Inc. and Hospira, Inc. 8
|
|
|
|
10.10
|
|
Hextend® and PentaLyte® China License Agreement Between BioTime, Inc. and Summit Pharmaceuticals International Corporation. 9
|
|
|
|
10.11
|
|
Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Michael D. West. 11
|
|
|
|
10.12
|
|
Commercial License and Option Agreement between BioTime and Wisconsin Alumni Research Foundation. 10
|
|
|
|
10.13
|
|
License, Product Production, and Distribution Agreement, dated June 19, 2008, among Lifeline Cell Technology, LLC, BioTime, Inc., and Embryome Sciences, Inc. 12
|
|
|
|
10.14
|
|
License Agreement, dated July 10, 2008, between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. 12
|
|
|
|
10.15
|
|
License Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. 13
|
|
|
|
10.16
|
|
Sublicense Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. 13
|
|
|
|
10.17
|
|
Stem Cell Agreement, dated February 23, 2009, between Embryome Sciences, Inc. and Reproductive Genetics Institute. 14
|
|
|
|
10.18
|
|
First Amendment of Commercial License and Option Agreement, dated March 11, 2009, between BioTime and Wisconsin Alumni Research Foundation. 14
|
|
|
|
10.19
|
|
Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Robert Peabody. 14
|
|
|
|
10.20
|
|
Fifth Amendment of Revolving Line of Credit Agreement, dated April 15, 2009. 15
|
|
|
|
10.21
|
|
Form of Amendment of Revolving Credit Note. 15
|
|
|
|
10.22
|
|
Fifth Amendment of Security Agreement, dated April 15, 2009. 15
|
|
|
|
10.23
|
|
Stock and Warrant Purchase Agreement between BioTime, Inc. and George Karfunkel. 16
|
|
|
|
10.24
|
|
Stock and Warrant Purchase Agreement between BioTime, Inc. and Broadwood Partners, L.P. 16
|
|
|
|
10.25
|
|
Registration Rights Agreement between BioTime, Inc., Broadwood Partners, L.P. and George Karfunkel.16
|
|
|
|
10.26
|
|
Co-Exclusive OEM Supply Agreement, date July 7, 2009, between Embryome Sciences, Inc. and Millipore Corporation (Portions of this exhibit have been omitted pursuant to a request for confidential treatment). 17
|
|
|
|
10.27
|
|
Stock Purchase Agreement between OncoCyte Corporation and George Karfunkel. 18
|
|
|
|
10.28
|
|
Registration Rights Agreement between OncoCyte Corporation and George Karfunkel. 18
|
|
|
|
10.29
|
|
Employment Agreement, dated August 3, 2009, between BioTime, Inc. and Walter Funk. 19
|
|
|
|
10.30
|
|
Sublease Agreement for 20 Biopolis #05-05/06 Centros, Singapore between Bioprocessing Technology Institute, Biomedical Sciences Institutes and ES Cell International Pte. Ltd. 20
|
|
|
|
10.31
|
|
Share Purchase Agreement, dated October 7, 2010, by and among Cell Cure Neurosciences, Limited, Teva Pharmaceutical Industries, Ltd, HBL-Hadasit Bio-Holdings, Ltd., and BioTime, Inc. 21
|
10.32
|
|
Amended and Restated Shareholders Agreement, dated October 7, 2010, by and among ES Cell International Pte. Ltd, BioTime, Inc., Teva Pharmaceutical Industries, Limited, HBL-Hadasit Bio-Holdings, Ltd., and Cell Cure Neurosciences Ltd. 22
|
|
|
|
10.33
|
|
Research and Exclusive License Option Agreement, dated October 7, 2010, between Teva Pharmaceutical Industries, Ltd. and Cell Cure Neurosciences Ltd. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment).22
|
|
|
|
10.34
|
|
Amended and Restated Research and License Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. 22
|
|
|
|
10.35
|
|
Additional Research Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. 22
|
|
|
|
10.36
|
|
Exclusive License Agreement, dated November 20, 2007, between Cell Targeting, Inc. and Burnham Institute for Medical Research. 22
|
|
|
|
10.37
|
|
Stock Purchase Agreement, dated December 29, 2010, between Embryome Sciences, Inc. and Life Extension Foundation. 22
|
|
|
|
10.38
|
|
Stock Purchase Agreement, dated December 30, 2010, between Embryome Sciences, Inc. and Geothermal Coring, S.A. 22
|
|
|
|
10.39
|
|
Co-Exclusive Supply Agreement, dated December 8, 2010, between BioTime Asia Limited and Shanghai Genext Medical Technology Co. Ltd. 22
|
|
|
|
10.40
|
|
OncoCyte Corporation 2010 Stock Option Plan;
Form of OncoCyte Corporation Stock Option Agreement. 22
|
|
|
|
10.41
|
|
OrthoCyte Corporation 2010 Stock Option Plan;
Form of OrthoCyte Corporation Stock Option Agreement. 22
|
|
|
|
10.42
|
|
BioTime Asia, Limited 2010 Stock Option Plan;
Form of BioTime Asia Limited Stock Option Agreement. 22
|
|
|
|
10.43
|
|
ReCyte Therapeutics, Inc. 2010 Stock Option Plan;
Form of ReCyte Therapeutics, Inc. Stock Option Agreement. 22
|
|
|
|
10.44
|
|
Lease, dated October 28, 2010, between SKS Harbor Bay Associates, LLC and BioTime, Inc. 22
|
|
|
|
10.45
|
|
Memorandum of Tenancy, Renewal of Tenancy and letters of offer and acceptance of renewal of tenancy between ES Cell International Pte. Ltd. and Jurong Town Corporation. 22
|
|
|
|
10.46
|
|
Genome Office Tenancy Renewal, Renewal of Tenancy and letters of offer and acceptance of renewal of tenancy between ES Cell International Pte. Ltd. and Jurong Town Corporation. 22
|
|
|
|
10.47
|
|
Employment Agreement, dated June 28, 2011, between Biotime, Inc., OrthoCyte Corporation, and William P. Tew. 23
|
|
|
|
10.48
|
|
License Agreement between BioTime, Inc. and Cornell University (Portions of this exhibit have been omitted pursuant to a request for confidential treatment). 24
|
|
|
|
10.49
|
|
Employment Agreement, dated October 3, 2011, between BioTime, Inc. and Peter S. Garcia. 24
|
|
|
|
10.50
|
|
License Option Agreement, dated December 15, 2011 between BioTime, Inc. and USCN Life Sciences, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment). 25
|
10.51
|
|
LifeMap, Inc. 2011 Stock Option Plan;
Form of LifeMap, Inc. Stock Option Agreement. 25
|
|
|
|
10.52
|
|
Exclusive License Agreement, dated February 15, 2006, between Glycosan BioSystems, Inc. and the University of Utah Research Foundation, as amended. 28
|
|
|
|
10.53
|
|
Amendment to Share Exchange and Contribution Agreement, dated September 28, 2012, by and among LifeMap Sciences, Inc., Alfred D. Kingsley, and Greenway Partners, L.P. 28
|
|
|
|
10.54
|
|
Share Purchase Agreement, dated November 1, 2012, between Cell Cure Neurosciences, Ltd. and BioTime, Inc. 28
|
|
|
|
10.55
|
|
Amendment to Share Exchange and Contribution Agreement, dated November 30, 2012, by and among LifeMap Sciences, Inc., Alfred D. Kingsley, and Greenway Partners, L.P. 30
|
|
|
|
10.56
|
|
Indemnification Agreement, dated January 4, 2013, by and among BioTime, Inc., Broadwood Partners, L.P, and Neal Bradsher. 29
|
|
|
|
10.57
|
|
Indemnification Agreement, dated January 4, 2013, by and among BioTime, Inc., Alfred D. Kingsley, Greenbelt Corp. and Greenway Partners, L.P. 29
|
|
|
|
10.58
|
|
Stock and Warrant Purchase Agreement, dated January 4, 2013, between BioTime, Inc. and Romulus Films, Ltd. *
|
|
|
|
10.59
|
|
Stock and Warrant Purchase Agreement, dated January 4, 2013, between BioTime Acquisition Corporation and Romulus Films, Ltd. *
|
|
|
|
10.60
|
|
Business Park Lease, dated January 7, 2013, between David D. Bohannon Organization and BioTime, Inc. *
|
|
|
|
10.61
|
|
Stock Purchase Agreement, dated January 7, 2013, between David D. Bohannon Organization and BioTime, Inc.*
|
|
|
|
10.62
|
|
Amendment of Stock and Warrant Purchase Agreement, dated March 7, 2013, between BioTime, Inc. and Romulus Films, Ltd. *
|
|
|
|
21.1
|
|
List of Subsidiaries. *
|
|
|
|
23.1
|
|
Consent of Rothstein, Kass & Company, P.C. *
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) Certification. **
|
|
|
|
|
|
Section 1350 Certification. **
|
|
|
|
|
101
|
|
Interactive Data File. *
|
|
|
|
101.INS
|
|
XBRL Instance Document. *
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema. *
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase. *
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase. *
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase. *
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase. *
|
1
|
Incorporated by reference to Registration Statement on Form S-1, File Number 33-44549 filed with the Securities and Exchange Commission on December 18, 1991, and Amendment No. 1 and Amendment No. 2 thereto filed with the Securities and Exchange Commission on February 6, 1992 and March 7, 1992, respectively
|
2
|
Incorporated by reference to Registration Statement on Form S-1, File Number 33-48717 and Post-Effective Amendment No. 1 thereto filed with the Securities and Exchange Commission on June 22, 1992, and August 27, 1992, respectively.
|
3
|
Incorporated by reference to BioTime’s Form 8-K, filed April 24, 1997.
|
4
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 1999.
|
5
|
Incorporated by reference to BioTime’s Form 10-K/A-1 for the year ended December 31, 2002.
|
6
|
Incorporated by reference to BioTime’s Form 10-K/A-1 for the year ended December 31, 2002.
|
7
|
Incorporated by reference to BioTime’s Form 8-K, filed December 20, 2005.
|
8
|
Incorporated by reference to BioTime’s Form 8-K, filed January 13, 2006.
|
9
|
Incorporated by reference to BioTime’s Form 8-K, filed March 30, 2006.
|
10
|
Incorporated by reference to BioTime’s Form 8-K, filed January 9, 2008.
|
11
|
Incorporated by reference to BioTime’s Form 10-KSB for the year ended December 31, 2007.
|
12
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 2008.
|
13
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended September 30, 2008.
|
14
|
Incorporated by reference to BioTime’s Form 10-K for the year ended December 31, 2008.
|
15
|
Incorporated by reference to BioTime’s Form 8-K filed April 17, 2009.
|
16
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended March 31, 2009.
|
17
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 2009.
|
18
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended September 30, 2009.
|
19
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended March 31, 2010.
|
20
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 2010.
|
21
|
Incorporated by reference to BioTime’s Form 8-K filed October 19, 2010.
|
22
|
Incorporated by reference to BioTime’s Form 8-K 10-K for the year ended December 31, 2010.
|
23
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 2011.
|
24
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended September 30, 2011.
|
25
|
Incorporated by reference to BioTime’s Form 10-K for the year ended December 31, 2011.
|
26
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended March 31, 2012.
|
27
|
Incorporated by reference to Registration Statement on Form S-3, File Number 333-182964 filed with the Securities and Exchange Commission on July 31, 2012
|
28
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended September 30, 2012
|
29
|
Incorporated by reference to BioTime’s Form 8-K filed with the Securities and Exchange Commission on January 8, 2013
|
*
|
Previously Filed on BioTime’s Form 10-K for the year ended December 31, 2012, that was filed on March 18, 2013
|
**
|
Filed herewith
|
|
BIOTIME, INC.
|
|
|
|
|
|
By:
|
/s/Michael D. West
|
|
|
Michael D. West, Ph.D.
|
|
|
Chief Executive Officer
|
Exhibit
Numbers
|
|
Description
|
2.1
|
|
Equity and Note Purchase Agreement entered into as of April 28, 2010 by and between ES Cell Australia Limited, Pharmbio Growth Fund Pte. Ltd., and Biomedical Sciences Investment Fund Pte. Ltd. 19
|
|
|
|
2.2
|
|
Transfer Agreement dated May 3, 2010 between BioTime, Inc. and certain shareholders of ES Cell International Pte. Ltd. 19
|
|
|
|
2.3
|
|
Agreement and Plan of Merger, dated February 11, 2010, between Glycosan BioSystems, Inc., OrthoCyte Corporation, and BioTime, Inc. 22
|
|
|
|
2.4
|
|
Agreement and Plan of Merger, dated April 19, 2012, by and among XenneX, Inc., LifeMap Sciences, Inc., BioTime, Inc. and the stockholders of XenneX, Inc. named therein. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment). 26
|
|
|
|
2.5
|
|
Asset Contribution Agreement, dated January 4, 2013, by and among BioTime, Inc., BioTime Acquisition Corporation, and Geron Corporation 29
|
|
|
|
3.1
|
|
Articles of Incorporation with all amendments. 18
|
|
|
|
3.2
|
|
By-Laws, As Amended. 2
|
|
|
|
4.1
|
|
Specimen of Common Share Certificate. 1
|
|
|
|
4.2
|
|
Warrant Agreement between BioTime, Inc., Broadwood Partners, L.P., and George Karfunkel. 16
|
|
|
|
4.3
|
|
Form of Warrant. 16
|
|
|
|
4.4
|
|
Warrant Agreement between BioTime, Inc. and Biomedical Sciences Investment Fund Pte. Ltd. 19
|
|
|
|
4.5
|
|
Share Exchange and Contribution Agreement, dated July 24, 2012, among LifeMap Sciences, Inc., Alfred D. Kingsley, and Greenway Partners, L.P. 27
|
|
|
|
4.6
|
|
Warrant Agreement between BioTime, Inc. and Romulus Films, Ltd. *
|
|
|
|
4.7
|
|
Form of Warrant (included in Exhibit 4.6). *
|
|
|
|
10.1
|
|
Intellectual Property Agreement between BioTime, Inc. and Hal Sternberg. 1
|
|
|
|
10.2
|
|
Intellectual Property Agreement between BioTime, Inc. and Judith Segall. 1
|
|
|
|
10.3
|
|
2002 Stock Option Plan, as amended. 18
|
|
|
|
10.4
|
|
Exclusive License Agreement between Abbott Laboratories and BioTime, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment). 3
|
|
|
|
10.5
|
|
Modification of Exclusive License Agreement between Abbott Laboratories and BioTime, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment). 4
|
|
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10.6
|
|
Exclusive License Agreement between BioTime, Inc. and CJ Corp. 5
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|
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10.7
|
|
Hextend® and PentaLyte® Collaboration Agreement between BioTime, Inc. and Summit Pharmaceuticals International Corporation.6
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|
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10.8
|
|
Addendum to Hextend® and PentaLyte® Collaboration Agreement Between BioTime Inc. and Summit Pharmaceuticals International Corporation. 7
|
10.9
|
|
Amendment to Exclusive License Agreement Between BioTime, Inc. and Hospira, Inc. 8
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|
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|
10.10
|
|
Hextend® and PentaLyte® China License Agreement Between BioTime, Inc. and Summit Pharmaceuticals International Corporation. 9
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|
|
|
10.11
|
|
Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Michael D. West. 11
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|
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|
10.12
|
|
Commercial License and Option Agreement between BioTime and Wisconsin Alumni Research Foundation. 10
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10.13
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|
License, Product Production, and Distribution Agreement, dated June 19, 2008, among Lifeline Cell Technology, LLC, BioTime, Inc., and Embryome Sciences, Inc. 12
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10.14
|
|
License Agreement, dated July 10, 2008, between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. 12
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|
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|
10.15
|
|
License Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. 13
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|
10.16
|
|
Sublicense Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. 13
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|
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10.17
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|
Stem Cell Agreement, dated February 23, 2009, between Embryome Sciences, Inc. and Reproductive Genetics Institute. 14
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|
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|
10.18
|
|
First Amendment of Commercial License and Option Agreement, dated March 11, 2009, between BioTime and Wisconsin Alumni Research Foundation. 14
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10.19
|
|
Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Robert Peabody. 14
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10.20
|
|
Fifth Amendment of Revolving Line of Credit Agreement, dated April 15, 2009. 15
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10.21
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|
Form of Amendment of Revolving Credit Note. 15
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10.22
|
|
Fifth Amendment of Security Agreement, dated April 15, 2009. 15
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10.23
|
|
Stock and Warrant Purchase Agreement between BioTime, Inc. and George Karfunkel. 16
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10.24
|
|
Stock and Warrant Purchase Agreement between BioTime, Inc. and Broadwood Partners, L.P. 16
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10.25
|
|
Registration Rights Agreement between BioTime, Inc., Broadwood Partners, L.P. and George Karfunkel.16
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10.26
|
|
Co-Exclusive OEM Supply Agreement, date July 7, 2009, between Embryome Sciences, Inc. and Millipore Corporation (Portions of this exhibit have been omitted pursuant to a request for confidential treatment). 17
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10.27
|
|
Stock Purchase Agreement between OncoCyte Corporation and George Karfunkel. 18
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10.28
|
|
Registration Rights Agreement between OncoCyte Corporation and George Karfunkel. 18
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10.29
|
|
Employment Agreement, dated August 3, 2009, between BioTime, Inc. and Walter Funk. 19
|
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10.30
|
|
Sublease Agreement for 20 Biopolis #05-05/06 Centros, Singapore between Bioprocessing Technology Institute, Biomedical Sciences Institutes and ES Cell International Pte. Ltd. 20
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10.31
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|
Share Purchase Agreement, dated October 7, 2010, by and among Cell Cure Neurosciences, Limited, Teva Pharmaceutical Industries, Ltd, HBL-Hadasit Bio-Holdings, Ltd., and BioTime, Inc. 21
|
10.32
|
|
Amended and Restated Shareholders Agreement, dated October 7, 2010, by and among ES Cell International Pte. Ltd, BioTime, Inc., Teva Pharmaceutical Industries, Limited, HBL-Hadasit Bio-Holdings, Ltd., and Cell Cure Neurosciences Ltd. 22
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10.33
|
|
Research and Exclusive License Option Agreement, dated October 7, 2010, between Teva Pharmaceutical Industries, Ltd. and Cell Cure Neurosciences Ltd. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment).22
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10.34
|
|
Amended and Restated Research and License Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. 22
|
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10.35
|
|
Additional Research Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. 22
|
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|
10.36
|
|
Exclusive License Agreement, dated November 20, 2007, between Cell Targeting, Inc. and Burnham Institute for Medical Research. 22
|
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|
10.37
|
|
Stock Purchase Agreement, dated December 29, 2010, between Embryome Sciences, Inc. and Life Extension Foundation. 22
|
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10.38
|
|
Stock Purchase Agreement, dated December 30, 2010, between Embryome Sciences, Inc. and Geothermal Coring, S.A. 22
|
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10.39
|
|
Co-Exclusive Supply Agreement, dated December 8, 2010, between BioTime Asia Limited and Shanghai Genext Medical Technology Co. Ltd. 22
|
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|
10.40
|
|
OncoCyte Corporation 2010 Stock Option Plan;
Form of OncoCyte Corporation Stock Option Agreement. 22
|
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|
10.41
|
|
OrthoCyte Corporation 2010 Stock Option Plan;
Form of OrthoCyte Corporation Stock Option Agreement. 22
|
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|
10.42
|
|
BioTime Asia, Limited 2010 Stock Option Plan;
Form of BioTime Asia Limited Stock Option Agreement. 22
|
|
|
|
10.43
|
|
ReCyte Therapeutics, Inc. 2010 Stock Option Plan;
Form of ReCyte Therapeutics, Inc. Stock Option Agreement. 22
|
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10.44
|
|
Lease, dated October 28, 2010, between SKS Harbor Bay Associates, LLC and BioTime, Inc. 22
|
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10.45
|
|
Memorandum of Tenancy, Renewal of Tenancy and letters of offer and acceptance of renewal of tenancy between ES Cell International Pte. Ltd. and Jurong Town Corporation. 22
|
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|
10.46
|
|
Genome Office Tenancy Renewal, Renewal of Tenancy and letters of offer and acceptance of renewal of tenancy between ES Cell International Pte. Ltd. and Jurong Town Corporation. 22
|
|
|
|
10.47
|
|
Employment Agreement, dated June 28, 2011, between Biotime, Inc., OrthoCyte Corporation, and William P. Tew. 23
|
|
|
|
10.48
|
|
License Agreement between BioTime, Inc. and Cornell University (Portions of this exhibit have been omitted pursuant to a request for confidential treatment). 24
|
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|
10.49
|
|
Employment Agreement, dated October 3, 2011, between BioTime, Inc. and Peter S. Garcia. 24
|
|
|
|
10.50
|
|
License Option Agreement, dated December 15, 2011 between BioTime, Inc. and USCN Life Sciences, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment). 25
|
10.51
|
|
LifeMap, Inc. 2011 Stock Option Plan;
Form of LifeMap, Inc. Stock Option Agreement. 25
|
|
|
|
10.52
|
|
Exclusive License Agreement, dated February 15, 2006, between Glycosan BioSystems, Inc. and the University of Utah Research Foundation, as amended. 28
|
|
|
|
10.53
|
|
Amendment to Share Exchange and Contribution Agreement, dated September 28, 2012, by and among LifeMap Sciences, Inc., Alfred D. Kingsley, and Greenway Partners, L.P. 28
|
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|
10.54
|
|
Share Purchase Agreement, dated November 1, 2012, between Cell Cure Neurosciences, Ltd. and BioTime, Inc. 28
|
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|
|
10.55
|
|
Amendment to Share Exchange and Contribution Agreement, dated November 30, 2012, by and among LifeMap Sciences, Inc., Alfred D. Kingsley, and Greenway Partners, L.P. 30
|
|
|
|
10.56
|
|
Indemnification Agreement, dated January 4, 2013, by and among BioTime, Inc., Broadwood Partners, L.P, and Neal Bradsher. 29
|
|
|
|
10.57
|
|
Indemnification Agreement, dated January 4, 2013, by and among BioTime, Inc., Alfred D. Kingsley, Greenbelt Corp. and Greenway Partners, L.P. 29
|
|
|
|
10.58
|
|
Stock and Warrant Purchase Agreement, dated January 4, 2013, between BioTime, Inc. and Romulus Films, Ltd. *
|
|
|
|
10.59
|
|
Stock and Warrant Purchase Agreement, dated January 4, 2013, between BioTime Acquisition Corporation and Romulus Films, Ltd. *
|
|
|
|
10.60
|
|
Business Park Lease, dated January 7, 2013, between David D. Bohannon Organization and BioTime, Inc. *
|
|
|
|
10.61
|
|
Stock Purchase Agreement, dated January 7, 2013, between David D. Bohannon Organization and BioTime, Inc.*
|
|
|
|
10.62
|
|
Amendment of Stock and Warrant Purchase Agreement, dated March 7, 2013, between BioTime, Inc. and Romulus Films, Ltd. *
|
|
|
|
21.1
|
|
List of Subsidiaries. *
|
|
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|
23.1
|
|
Consent of Rothstein, Kass & Company, P.C. *
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) Certification. **
|
|
|
|
|
|
Section 1350 Certification. **
|
|
|
|
|
101
|
|
Interactive Data File. *
|
|
|
|
101.INS
|
|
XBRL Instance Document. *
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema. *
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase. *
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase. *
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase. *
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase. *
|
1
|
Incorporated by reference to Registration Statement on Form S-1, File Number 33-44549 filed with the Securities and Exchange Commission on December 18, 1991, and Amendment No. 1 and Amendment No. 2 thereto filed with the Securities and Exchange Commission on February 6, 1992 and March 7, 1992, respectively
|
2
|
Incorporated by reference to Registration Statement on Form S-1, File Number 33-48717 and Post-Effective Amendment No. 1 thereto filed with the Securities and Exchange Commission on June 22, 1992, and August 27, 1992, respectively.
|
3
|
Incorporated by reference to BioTime’s Form 8-K, filed April 24, 1997.
|
4
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 1999.
|
5
|
Incorporated by reference to BioTime’s Form 10-K/A-1 for the year ended December 31, 2002.
|
6
|
Incorporated by reference to BioTime’s Form 10-K/A-1 for the year ended December 31, 2002.
|
7
|
Incorporated by reference to BioTime’s Form 8-K, filed December 20, 2005.
|
8
|
Incorporated by reference to BioTime’s Form 8-K, filed January 13, 2006.
|
9
|
Incorporated by reference to BioTime’s Form 8-K, filed March 30, 2006.
|
10
|
Incorporated by reference to BioTime’s Form 8-K, filed January 9, 2008.
|
11
|
Incorporated by reference to BioTime’s Form 10-KSB for the year ended December 31, 2007.
|
12
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 2008.
|
13
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended September 30, 2008.
|
14
|
Incorporated by reference to BioTime’s Form 10-K for the year ended December 31, 2008.
|
15
|
Incorporated by reference to BioTime’s Form 8-K filed April 17, 2009.
|
16
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended March 31, 2009.
|
17
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 2009.
|
18
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended September 30, 2009.
|
19
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended March 31, 2010.
|
20
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 2010.
|
21
|
Incorporated by reference to BioTime’s Form 8-K filed October 19, 2010.
|
22
|
Incorporated by reference to BioTime’s Form 8-K 10-K for the year ended December 31, 2010.
|
23
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 2011.
|
24
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended September 30, 2011.
|
25
|
Incorporated by reference to BioTime’s Form 10-K for the year ended December 31, 2011.
|
26
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended March 31, 2012.
|
27
|
Incorporated by reference to Registration Statement on Form S-3, File Number 333-182964 filed with the Securities and Exchange Commission on July 31, 2012
|
28
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended September 30, 2012
|
29
|
Incorporated by reference to BioTime’s Form 8-K filed with the Securities and Exchange Commission on January 8, 2013
|
*
|
Previously Filed on BioTime’s Form 10-K for the year ended December 31, 2012, that was filed on March 18, 2013
|
**
|
Filed herewith
|