|
BioTime,
Inc.
|
|
(Name
of Issuer)
|
|
Common
Shares
|
|
(Title
of Class of Securities)
|
|
09066L105
|
|
(CUSIP
Number)
|
|
Neal
C. Bradsher
c/o
Broadwood Capital, Inc.
724
Fifth Avenue, 9th Floor
New
York, New York 10019
|
|
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications)
|
|
February
6, 2009
|
|
(Date
of Event Which Requires Filing of this
Statement)
|
|
CUSIP
No.
|
09066L105
|
|
1.
|
NAME
OF REPORTING PERSONS
|
||
|
Broadwood
Partners, L.P.
|
|||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
|
(a)
|
[_]
|
||
|
(b)
|
[X]
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
SOURCE
OF FUNDS
|
||
|
WC
|
|||
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
Delaware
|
|||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
|||
|
7.
|
SOLE
VOTING POWER
|
||
|
0
|
|||
|
8.
|
SHARED
VOTING POWER
|
||
|
3,173,403
|
|||
|
9.
|
SOLE
DISPOSITIVE POWER
|
||
|
0
|
|||
|
10.
|
SHARED
DISPOSITIVE POWER
|
||
|
3,173,403
|
|||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
||
|
PERSON
|
|||
|
3,173,403
|
|||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
||
|
CERTAIN
SHARES
|
[_]
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
12.6%
|
|||
|
14.
|
TYPE
OF REPORTING PERSON
|
||
|
PN
|
|||
|
CUSIP
No.
|
09066L105
|
|
1.
|
NAME
OF REPORTING PERSONS
|
||
|
Broadwood
Capital, Inc.
|
|||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
|
(a)
|
[_]
|
||
|
(b)
|
[X]
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
SOURCE
OF FUNDS
|
||
|
AF
|
|||
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
New
York
|
|||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
|||
|
7.
|
SOLE
VOTING POWER
|
||
|
0
|
|||
|
8.
|
SHARED
VOTING POWER
|
||
|
3,173,403
|
|||
|
9.
|
SOLE
DISPOSITIVE POWER
|
||
|
0
|
|||
|
10.
|
SHARED
DISPOSITIVE POWER
|
||
|
3,173,403
|
|||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
||
|
PERSON
|
|||
|
3,173,403
|
|||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
||
|
CERTAIN
SHARES
|
[_]
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
12.6%
|
|||
|
14.
|
TYPE
OF REPORTING PERSON
|
||
|
CO,
IA
|
|||
|
CUSIP
No.
|
09066L105
|
|
1.
|
NAME
OF REPORTING PERSONS
|
||
|
Neal
C. Bradsher
|
|||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
|
(a)
|
[_]
|
||
|
(b)
|
[X]
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
SOURCE
OF FUNDS
|
||
|
WC,
AF, OO
|
|||
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
United
States of America
|
|||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
|||
|
7.
|
SOLE
VOTING POWER
|
||
|
42,908
|
|||
|
8.
|
SHARED
VOTING POWER
|
||
|
3,173,403
|
|||
|
9.
|
SOLE
DISPOSITIVE POWER
|
||
|
42,908
|
|||
|
10.
|
SHARED
DISPOSITIVE POWER
|
||
|
3,173,403
|
|||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
||
|
PERSON
|
|||
|
3,216,311
|
|||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
||
|
CERTAIN
SHARES
|
[_]
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
12.8%
|
|||
|
14.
|
TYPE
OF REPORTING PERSON
|
||
|
IN
|
|||
|
CUSIP
No.
|
09066L105
|
||
|
Item
1.
|
Security
and Issuer.
|
||
|
BioTime,
Inc., (the “Issuer”) Common Shares, no par value (the
“Shares”)
BioTime,
Inc.
1301
Harbor Bay Parkway, Suite 100
Alameda,
CA 94502
|
|||
|
Item
2.
|
Identity
and Background.
|
||
|
(a)
|
This
amendment to Schedule 13D is being filed by (i) Broadwood Partners, L.P.
(“Broadwood Partners”), (ii) Broadwood Capital, Inc. (“Broadwood
Capital”), the general partner and investment manager of Broadwood
Partners and (iii) Neal C. Bradsher, the President of Broadwood Capital
(each of Broadwood Partners, Broadwood Capital and Neal C. Bradsher may be
referred to herein as a “Reporting Person” and collectively may be
referred to as “Reporting Persons”).
|
||
|
(b)
|
Broadwood
Partners is a Delaware limited partnership with its principal business
address at c/o Broadwood Capital, Inc., 724 Fifth Avenue, 9th Floor, New
York, New York 10019.
Broadwood
Capital is a New York corporation with its principal business address at
724 Fifth Avenue, 9th Floor, New York, New York 10019.
Neal
C. Bradsher is a United States citizen whose principal business address is
at c/o Broadwood Capital, Inc., 724 Fifth Avenue, 9th Floor, New York, New
York 10019.
|
||
|
(c)
|
The
Shares reported herein are held in the name of Broadwood Partners and Neal
C. Bradsher.
|
||
|
(d)
|
None
of the Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last
five years.
|
||
|
(e)
|
None
of the Reporting Persons has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction during the last
five years, and no Reporting Person is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
|
||
|
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
||
|
As
of the date hereof Broadwood Partners may be deemed to beneficially own
3,173,403 Shares.
As
of the date hereof Broadwood Capital may be deemed to beneficially own
3,173,403 Shares.
As
of the date hereof Neal C. Bradsher may be deemed to beneficially own
3,216,311 Shares.
No
borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of
business.
|
|||
|
Item
4.
|
Purpose
of Transaction.
|
|
|
The
Reporting Persons have acquired their Shares of the Issuer for
investment. The Reporting Persons have no plans or proposals as
of the date of this filing which, other than as expressly set forth below,
would relate to or would result in: (a) any extraordinary corporate
transaction involving the Issuer; (b) any change in the present Board of
Directors or management of the Issuer; (c) any material change in the
present capitalization or dividend policy of the Issuer; (d) any material
change in the operating policies or corporate structure of the Issuer; (e)
any change in the Issuer's charter or by-laws; (f) the Shares of the
Issuer ceasing to be authorized to be quoted in the NASDAQ inter-dealer
quotation system; or (g) causing the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934.
|
||
|
The
Reporting Persons, however, reserve the right, at a later date, to effect
one or more of such changes or transactions in the number of shares they
may be deemed to beneficially own.
|
||
|
The
Reporting Persons have been and may continue to be in contact with members
of the Issuer's management, the Issuer's Board of Directors, other
significant shareholders and others regarding alternatives that the Issuer
could employ to maximize shareholder value.
|
||
|
The
Reporting Persons further reserve the right to act in concert with any
other shareholders of the Issuer, or other persons, for a common purpose
should it determine to do so, and/or to recommend courses of action to
management and the shareholders of the Issuer.
|
|
Item
5.
|
Interest
in Securities of the Issuer.
|
||
|
(a,
b)
|
As
of the date hereof, Broadwood Partners may be deemed to be the beneficial
owner of 3,173,403 Shares, constituting 12.6% of the Shares of the Issuer,
based upon the 25,171,767* Shares deemed outstanding.
|
||
|
Broadwood
Partners has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 3,173,403 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 3,173,403
Shares.
Broadwood
Partners specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest
therein.
|
|||
|
(a,
b)
|
As
of the date hereof, Broadwood Capital may be deemed to be the beneficial
owner of 3,173,403 Shares, constituting 12.6% of the Shares of the Issuer,
based upon the 25,171,767* Shares deemed outstanding.
Broadwood
Capital has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 3,173,403 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 3,173,403
Shares.
Broadwood
Capital specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of its pecuniary interest
therein.
|
||
|
(a,
b)
|
As
of the date hereof, Neal C. Bradsher may be deemed to be the beneficial
owner of 3,216,311 Shares, constituting 12.8% of the Shares of the Issuer,
based upon the 25,177,377* Shares deemed outstanding.
Neal
C. Bradsher has the sole power to vote or direct the vote of 42,908
Shares; has the shared power to vote or direct the vote of 3,173,403
Shares; has sole power to dispose or direct the disposition of 42,908
Shares; and has shared power to dispose or direct the disposition of
3,173,403 Shares.
Neal
C. Bradsher specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of his pecuniary interest
therein.
|
||
|
(c)
|
The
trading dates, number of Shares purchased and sold and price per share for
all transactions in the Shares during the past 60 days by the Reporting
Persons are set forth in Exhibit B.
|
||
|
(*)
|
The
number of outstanding shares is based on the 23,794,374 shares the Issuer
reported outstanding as of September 30, 2008, adjusted for warrants held
by the Reporting Persons.
|
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect
|
|
|
to
Securities of the Issuer.
|
||
|
A
Fourth Amendment of Revolving Line of Credit Agreement (the "Amended
Agreement") was entered into by the Issuer and Broadwood Partners on
November 7, 2008 and filed by the Issuer on November 19, 2008 in its 10-Q.
The Amended Agreement modified the Third Amended and Restated Credit
Agreement dated March 31, 2008 (the "Prior Agreement"), which was filed by
the Issuer in an 8-K dated April 4, 2008. The Amended Agreement extended
the maturity date of the line of credit available to the Issuer and
removed the mandatory prepayment of principal upon receipt by the Issuer
of certain earmarked funds.
Furthermore,
on January 30, 2009, Broadwood Partners entered into a Loan Increase
Commitment under the Amended Agreement pursuant to which it agreed to
increase its commitment from $550,000 to $1,025,000. In consideration for
the increased commitment, the Issuer will issue 12,446 Shares to Broadwood
Partners.
Under
the terms of the agreements, Broadwood Partners is entitled to certain
registration rights with respect to these Shares.
|
||
|
Item
7.
|
Material
to be Filed as Exhibits.
|
|
|
Exhibit
A: Joint Filing Agreement.
|
||
|
Exhibit
B: Transactions in the Shares by the Reporting Persons.
|
||
|
BROADWOOD
PARTNERS, L.P.
|
||
|
By:
|
Broadwood
Capital, Inc.
|
|
|
By:
|
/s/
Neal C. Bradsher
|
|
|
Name:
|
Neal
C. Bradsher
|
|
|
Title:
|
President
|
|
|
BROADWOOD
CAPITAL, INC.*
|
||
|
By:
|
/s/
Neal C. Bradsher
|
|
|
Name:
|
Neal
C. Bradsher
|
|
|
Title:
|
President
|
|
|
/s/
Neal C. Bradsher *
|
||
|
NEAL
C. BRADSHER *
|
||
|
February
11, 2009
|
||
|
BROADWOOD
PARTNERS, L.P.
|
||
|
By:
|
Broadwood
Capital, Inc.
|
|
|
By:
|
/s/
Neal C. Bradsher
|
|
|
Name:
|
Neal
C. Bradsher
|
|
|
Title:
|
President
|
|
|
BROADWOOD
CAPITAL, INC.
|
||
|
By:
|
/s/
Neal C. Bradsher
|
|
|
Name:
|
Neal
C. Bradsher
|
|
|
Title:
|
President
|
|
|
/s/
Neal C. Bradsher
|
||
|
NEAL
C. BRADSHER
|
||
|
Date
of
Transaction
|
Number
of Shares
Purchase/(Sold)
|
Price of Shares
|
|
2/6/2009
|
12,446
|
(*)
|
|
Date
of
Transaction
|
Number
of Shares
Purchase/(Sold)
|
Price of Shares
|
|
None
|
||