California | 94-3127919 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Title of each class | Name of exchange on which registered | |
Common shares, no par value | NYSE MKT |
Large accelerated filero | Accelerated filerx |
Non-accelerated filero (Do not check if a smaller reporting company) | Smaller reporting companyo |
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Part I. | Financial Information | ||
Item 1 - | 4 | ||
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Item 1B | |||
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Part II. | Other Information | ||
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Part IV | Item 15 - | ||
Product Candidate Description | Target Market | Estimated Number of Potential Patients (1) | Status | |||
OPC1 – Glial Cells | Spinal Cord Injury | 12,000 new cases per year in U.S. | Phase I Trial initiated in U.S. 5 Patients treated – no serious adverse events related to the OPC1 drug product to date. | |||
Multiple Sclerosis (“MS”) | 180,000 new cases per year in U.S. | Proof of principle achieved in animal models. | ||||
Canavan's Disease(2) | Rare | Proof of principle achieved in animal models. | ||||
Stroke | 800,000 new cases per year in U.S. | Pre-clinical research. | ||||
VAC1 – Autologous Monocyte – Derived Dendritic Cells (infused cells derived from the treated patient) | Cancer | Prostate: 240,000 new cases per year in U.S. | Phase I study in metastatic prostate cancer completed (Journal of Immunology, 2005, 174: 3798-3807). | |||
Acute myelogenous leukemia: more than 12,000 new cases per year in U.S. | Phase I/II study in acute myelogenous leukemia completed. Manuscript in preparation. | |||||
VAC2 – Dendritic Cells | Lung Cancer | 226,000 new cases per year in U.S. | Cells derived and characterization studies performed (parameters analyzed showed normal cell functions in vitro(3)). | |||
Multiple Myeloma | 22,000 new cases per year in U.S. | Scalable manufacturing methods under development | ||||
Prostate Cancer | 240,000 new cases per year in U.S | Proof of concept established in multiple human in vitro(3) systems. |
Product Candidate Description | Target Market | Estimated Number of Potential Patients | Status | |||
CHND1 – Chondrocytes | Osteoarthritis | 25 million total patients in U.S. | Cells derived and partly characterized. | |||
Early non-clinical studies have been performed in animal models of osteoarthritis. | ||||||
Degenerative Disk Disease | 400,000 new spinal fusion cases per year in U.S. | Pre-clinical research. | ||||
CM1 – Cardiomyocytes | Heart Failure | 6 million total patients in U.S. | Cells derived and characterization studies performed (parameters analyzed showed normal cell functions in vitro(3)). | |||
Myocardial Infarction | 900,000 new cases per year in U.S. | Proof of concept in three animal models of disease. | ||||
Scalable manufacturing established. | ||||||
First in man clinical trial designed. | ||||||
IC1 – Islet Cells | Type 1 and some Type 2 Diabetes | 5 million total insulin dependent patients in U.S. | Cells derived and partly characterized (most, not all normal cell functions verified in vitro(3)). | |||
Proof of concept in rodent diabetes model. | ||||||
Scalable manufacturing methods under development. |
(1) | The estimates of the numbers of potential patients shown in the table are based on data for the United States only and do not include potential patients in other countries. |
(2) | Canavan’s Disease is a congenital neurological degenerative disease in which the growth of the myelin sheath surrounding nerves is inhibited resulting in mental retardation, loss of motor function, abnormal muscle tone, poor head control and enlarged head. Death usually occurs before age 4. |
(3) | In vitro means in tissue culture dishes. |
· | Our subsidiary, Asterias completed its acquisition of Geron’s stem cell assets, including patents and other intellectual property, biological materials, reagents and equipment for the development of new therapeutic products for regenerative medicine. The contributed assets include four cell lines, each with animal proof of concept, from which multiple therapeutic product candidates may be selected by Asterias for development in the fields of neurology, oncology, orthopedics, and cardiology. |
· | We conducted a clinical safety study of Renevia™ at The Stem Center in Palma de Mallorca, Spain, a patient therapy center, laboratory, and research facility located within the hospital Clinica USP Palmaplanas in Palma. Examinations of the subjects after they received Renevia™ injections have shown that Renevia™ was well tolerated by all subjects with no serious adverse events or subject withdrawals. |
· | Our subsidiary OncoCyte Corporation entered into a Sponsored Research Agreement and a Material Transfer Agreement with The Wistar Institute to collaboratively develop lung cancer diagnostic products. OncoCyte scientists will analyze blood samples obtained from patients in a Wistar clinical study to determine levels of tumor-associated proteins found in the blood samples. The data obtained from the samples received from Wistar's ongoing multi-center study may allow OncoCyte to more rapidly develop a diagnostic test for lung cancer to be marketed in the U.S. and other countries. |
· | Our subsidiary, Asterias entered into a Non-Exclusive License Agreement with the Wisconsin Alumni Research Foundation (“WARF”) under which Asterias was granted a worldwide non-exclusive license to use certain WARF patents and WARF-owned embryonic stem cell lines in the development and commercialization of therapeutic, diagnostic and research products. |
· | We commenced the development of two new products based on our HyStem®technology platform. The new products are unique formulations utilizing some of the same cGMP components used in Renevia™. The first of these new products is ReGlyde™, a cross-linked thiol-modified hyaluronan hydrogel for the management and protection of tendon injuries following surgical repair of the digital flexor or extensor tendons of the hand. The second new product, Premvia™, is a HyStem® hydrogel formulation of cross-linked thiol-modified hyaluronan and thiol-modified gelatin for the management of wounds by providing a hydrating tissue matrix that permits cell, tissue, and vasculature in-growth. |
· | We consolidated our research products business into a new ESI BIO division and a new ESI BIO branding program. The ESI BIO brand and US-based operating division will now be our primary developer, manufacturer and distributor of our growing portfolio of stem cell based research products. This new division includes our Singapore subsidiary ES Cell International Pte Ltd. , that will serve as an Asian manufacturer and research product distribution point. This consolidation will allow for a more focused approach on the branding, development, manufacture and marketing of our research products portfolio. |
· | The acquisition of a significant intellectual property estate consisting of Geron’s human hES patent portfolio of over 400 patents and patent applications. |
· | The assets give Asterias multiple potential opportunities to advance products derived from hES cells; |
· | The potential to leverage the combined technology expertise of BioTime and Asterias to provide enhanced research and development activities; |
· | The potential expansion of a clinical product pipeline through Asterias’ acquisition of OPC-1 cells previously in a Phase I clinical trial of hES cell-derived oligodendrocytes in patients with acute spinal cord injury, and a Phase II trial treating cancer with a dendritic cell therapeutic vaccine targeting telomerase; and |
· | Synergies associated with our and Geron’s stem cell assets, merging foundational technologies and allowing Asterias to build upon the pluripotent stem cell technology platform. |
Subsidiary | Field of Business | BioTime Ownership | Country | |
Asterias Biotherapeutics, Inc. | Research, development and commercialization of human therapeutic products from stem cells potentially in the fields of neurology, oncology, orthopedics, and cardiology | 71.6%(1) | USA | |
ES Cell International | Stem cell products for research, including clinical grade cell lines produced under cGMP | 100% | Singapore | |
OncoCyte Corporation | Diagnosis and treatment of cancer | 75.3% | USA | |
OrthoCyte Corporation | Orthopedic diseases, including chronic back pain and osteoarthritis | 100% | USA | |
Cell Cure Neurosciences Ltd. | Age-related macular degeneration Multiple sclerosis Parkinson’s disease | Israel | ||
ReCyte Therapeutics, Inc. | Vascular disorders, including cardiovascular-related diseases, ischemic conditions, vascular injuries | USA | ||
BioTime Asia, Limited | Stem cell products for research | 81% | Hong Kong | |
LifeMap Sciences, Inc. | Genetic, disease, and stem cell | 73.2% | USA | |
LifeMap Sciences, Ltd. | Stem cell database | (2) | Israel |
(1) | BioTime’s percentage ownership was reduced from approximately 96.7% to approximately 71.6% on October 1, 2013 when Asterias issued common stock to BioTime |
(2) | LifeMap Sciences, Ltd. is a wholly-owned subsidiary of LifeMap Sciences, Inc. |
· | Entrance into Sponsored Research and Material Transfer Agreements with the Wistar Institute to collaboratively develop lung cancer diagnostics; |
· | Formalization of additional relationships with key opinion leaders at major medical institutions to advance breast and bladder cancer programs; |
· | Institutional review board (IRB) approval and initiation of a large, prospective multicenter patient study at Scottsdale Medical Imaging Laboratories to assess performance of PanC-Dx™ markers in women undergoing mammography; |
· | Continued manufacturing and characterization of monoclonal antibodies for potential use in diagnostic kits; and |
· | Publication of results relating to FSIP1, a marker unique to breast cancer. |
· | Recruitment and initiation of additional clinical study sites for breast, bladder and lung cancer diagnostics; |
· | Completion of ongoing clinical studies in breast, bladder and lung cancer diagnostics; |
· | Assessments of clinical study data and strategic product development path decisions in breast, bladder and lung cancer programs; |
· | Presentation of key findings at major oncology-related scientific conferences; and |
· | Submission of manuscripts to peer-reviewed scientific journals for publication. |
· | The establishment of cell banks of undifferentiated hES cells produced under cGMP and suitable for the manufacture of differentiated cells for human therapeutic use; |
· | The development of scalable differentiation methods which convert, at low cost, undifferentiated hES cells into functional cells suitable for human therapeutic cells that can be stored and distributed in the frozen state for “off-the-shelf” use; |
· | The development of regulatory paradigms that we believe will be sufficient to satisfy both U.S. and European regulatory authority requirements to begin human clinical testing of products made from hES cells; and |
· | The continuous filing and prosecution of patents covering inventions to protect commercialization rights, as well as consummating in-licenses to enable freedom to operate in a variety of fields. |
Product Candidate Description | Target Market | Estimated Number of Potential Patients(1) | Status | ||
OPC1 – Glial Cells | Spinal Cord Injury | 12,000 new cases per year in U.S. | Phase I Trial completed in U.S. 5 Patients treated – no serious adverse events related to the OPC1 drug product to date. | ||
Multiple Sclerosis (“MS”) | 180,000 new cases per year in U.S. | Proof of principle achieved in animal models. | |||
Canavan's Disease(2) | Rare | Proof of principle achieved in animal models. | |||
Stroke | 800,000 new cases per year in U.S. | Pre-clinical research. | |||
VAC1 – Autologous Monocyte – Derived Dendritic Cells (infused cells derived from the treated patient) | Cancer | Prostate: 240,000 new cases per year in U.S. | Phase I study in metastatic prostate cancer completed (Journal of Immunology, 2005, 174: 3798-3807). | ||
Acute myelogenous leukemia: more than 12,000 new cases per year in U.S. | Phase I/II study in acute myelogenous leukemia completed. Manuscript in preparation. | ||||
VAC2 – Dendritic Cells | Lung Cancer | 226,000 new cases per year in U.S. | Cells derived and characterization studies performed (parameters analyzed showed normal cell functions in vitro(3)). | ||
Multiple Myeloma | 22,000 new cases per year in U.S. | Scalable manufacturing methods under development | |||
Prostate Cancer | 240,000 new cases per year in U.S. | Proof of concept established in multiple human in vitro(3) systems. | |||
CHND1 – Chondrocytes | Osteoarthritis | 25 million total patients in U.S. | Cells derived and partly characterized. | ||
Early non-clinical studies have been performed in animal models of osteoarthritis. | |||||
Degenerative Disk Disease | 400,000 new spinal fusion cases per year in U.S. | Pre-clinical research. | |||
CM1 – Cardiomyocytes | Heart Failure | 6 million total patients in U.S. | Cells derived and characterization studies performed (parameters analyzed showed normal cell functions in vitro(3). | ||
Myocardial Infarction | 900,000 new cases per year in U.S. | Proof of concept in three animal models of disease. | |||
Scalable manufacturing established. | |||||
First in man clinical trial designed. | |||||
IC1 – Islet Cells | Type 1 and some Type 2 Diabetes | 5 million total insulin dependent patients in U.S. | Cells derived and partly characterized (most, not all normal cell functions verified in vitro(3)). | ||
Proof of concept in rodent diabetes model. | |||||
Scalable manufacturing methods under development. |
(1) | The estimates of the numbers of potential patients shown in the table are based on data for the United States only and do not include potential patients in other countries. |
(2) | Canavan's Disease is a congenital neurological degenerative disease in which the growth of the myelin sheath surrounding nerves is inhibited resulting in mental retardation, loss of motor function, abnormal muscle tone, poor head control and enlarged head. Death usually occurs before age 4. |
(3) | In vitro means in tissue culture dishes. |
· | the functional state of the cells, cell lines and other biological reagents transferred to Asterias cannot be determined until they are tested in an appropriate laboratory setting by qualified scientific personnel using validated equipment, which may not be completed until the second quarter of 2014. The functionalities of the cells were within specification at the time of initial manufacturing and subsequent storage. However, the cells have remained in storage (under cGMP conditions) for more than two years. Therefore, all the functional tests need to be repeated to verify that the cells remain within specification after the two year period of frozen storage. |
· | the views of the FDA and comparable foreign regulatory agencies on the pre-clinical product characterization studies required to submit an IND in order to initiate human clinical testing of potential therapeutic products; |
· | the inherent uncertainty of laboratory research and any clinical trials that we may conduct; |
· | the amount of capital that Asterias will have for its development programs, including potential sources of additional capital through research grants or funded collaborations with third parties; and |
· | the availability and recruitment of qualified personnel to carry out the analyses and evaluations described above. |
Number of Animals | Number of |
Developing Cyst-Like Structures | Animals Studied |
5 | 128 |
0 | 62 |
1 | 68 |
1 | 108 |
· | Retinal cell therapies OpRegen® and OpRegen®-Plus are Cell Cure Neurosciences’ proprietary formulations of embryonic stem cell-derived retinal pigmented epithelial (“RPE”) cells developed to address the high, unmet medical needs of people suffering from age-related macular degeneration (“dry AMD”). OpRegen®-Plus is a formulation of RPE cells bound to a membrane. |
· | Cell therapy products for neurodegenerative diseases. Cell Cure Neurosciences is developing neural progenitor cells designed to replace the dopamine producing cells destroyed in Parkinson’s disease, and NeurArrest™, neural cells that target and modulate the immune system’s self-destruction of the myelin coating of nerve cells in multiple sclerosis. |
the use of reprogramming cells that over-express RNAs for the genesOCT4 , SOX2 , NANOG , and MYC , and other factors known to be useful in iPS technology; |
methods of resetting cell lifespan by extending the length of telomeres; |
the use of the cytoplasm of undifferentiated cells to reprogram human cells; |
the use of a cell bank of hemizygous O-cells; |
methods of screening for differentiation agents; and |
the use of modified stem cell-derived endothelial cells to disrupt tumor angiogenesis. |
% of Total Revenues for the Year Ending December 31, | ||||||||||||
Licensee | 2013 | 2012 | 2011 | |||||||||
Hospira | 11 | % | 30 | % | 63 | % | ||||||
CJ | 3 | % | 8 | % | 15 | % | ||||||
Summit | 35 | % | 10 | % | 14 | % |
% of Total Revenues for the Year Ending December 31, | ||||||||||||
Licensee | 2012 | 2011 | 2010 | |||||||||
Hospira | 30 | % | 63 | % | 68 | % | ||||||
CJ | 8 | % | 15 | % | 20 | % | ||||||
Summit | 10 | % | 14 | % | 12 | % | ||||||
Others | - | % | 8 | % | - | % | ||||||
Subscriptions and advertisements customers | 52 | % | - | % | - | % |
Revenues for Year Ending December 31, | ||||||||||||
Geographic Area | 2012 | 2011 | 2010 | |||||||||
Domestic | $ | 1,183,638 | $ | 719,958 | $ | 839,740 | ||||||
Asia | 258,041 | 300,680 | 398,625 | |||||||||
Total Revenues | $ | 1,441,679 | $ | 1,020,638 | $ | 1,238,365 |
Revenues for Year Ending December 31, | ||||||||||||
Geographic Area | 2013 | 2012 | 2011 | |||||||||
Domestic | $ | 1,606,945 | $ | 1,183,638 | $ | 719,958 | ||||||
Asia | 978,004 | 258,041 | 300,680 | |||||||||
Total Revenues | $ | 2,584,949 | $ | 1,441,679 | $ | 1,020,638 |
the claims of any patents that are issued may not provide meaningful protection, may not provide a basis for commercially viable products or may not provide us with any competitive advantages; |
our patents may be challenged by third parties; |
others may have patents that relate to our technology or business that may prevent us from marketing our product candidates unless we are able to obtain a license to those patents; |
the pending patent applications to which we have rights may not result in issued patents; |
we may not be successful in developing additional proprietary technologies that are patentable. |
Been listed on the National Institutes of Health Human Embryonic Stem Cell Registry; or |
Been deposited in the United Kingdom Stem Cell Bank; or |
Been derived by, or approved for use by, a licensee of the United Kingdom Human Fertilisation and Embryology Authority; or |
Been derived in accordance with the Canadian Institutes of Health Research Guidelines for Human Stem Cell Research under an application approved by the National Stem Cell Oversight Committee; or |
· | Been approved by the California Institute for Regenerative Medicine (“CIRM”) in accordance with California Code of Regulation Title 17, Section 100081; or |
Been derived under the following conditions: |
We are attempting to develop new medical products and technologies. |
Many of our experimental products and technologies have not been applied in human medicine and have only been used in laboratory studies in vitro or in animals. These new products and technologies might not prove to be safe and efficacious in the human medical applications for which they were developed. |
The experimentation we are doing is costly, time consuming, and uncertain as to its results. We incurred research and development expenses amounting to |
If we are successful in developing a new technology or product, refinement of the new technology or product and definition of the practical applications and limitations of the technology or product may take years and require the expenditure of large sums of money. |
Future clinical trials of new therapeutic products, particularly those products that are regulated as drugs or biological, will be very expensive and will take years to complete. We may not have the financial resources to fund clinical trials on our own and we may have to enter into licensing or collaborative arrangements with larger, well-capitalized pharmaceutical companies in order to bear the cost. Any such arrangements may be dilutive to our ownership or economic interest in the products we develop, and we might have to accept a royalty payment on the sale of the product rather than receiving the gross revenues from product sales. |
As a developer of |
The success of our business of selling products for use in stem cell research depends on the growth of stem cell research, without which there may be no market or only a very small market for our |
There can be no assurance that any safe and efficacious human medical applications will be developed using stem cells or related |
Government-imposed bans, restrictions and religious, moral, and ethical concerns with respect to use of embryos or |
Hextend® is presently the only plasma expander product that we have on the market, and it is being sold only in the U.S. and South Korea. The royalty revenues that we have received from sales of Hextend® have not been sufficient to pay our operating expenses. This means that we need to successfully develop and market or license additional products and earn additional revenues in sufficient amounts to meet our operating expenses. |
We are also beginning to bring our first stem cell research products to the market, but there is no assurance that we will succeed in generating significant revenues from the sale of those products. |
Sales of Hextend® have already been adversely impacted by the availability of other products that are commonly used in surgery and trauma care and sell at low prices. |
In order to compete with other products, particularly those that sell at lower prices, our products will have to provide medically significant advantages. |
Physicians and hospitals may be reluctant to try a new product due to the high degree of risk associated with the application of new technologies and products in the field of human medicine. |
Competing products are being manufactured and marketed by established pharmaceutical companies. For example, B. |
Competing products for the diagnosis and treatment of cancer are being manufactured and marketed by established pharmaceutical companies, and more cancer diagnostics and therapeutics are being developed by those companies and by other smaller biotechnology companies. Other companies, both large and small, are also working on the development of stem cell based therapies for the same diseases and disorders that are the focus of the research and development programs of our subsidiaries. |
There also is a risk that our competitors may succeed at developing safer or more effective products that could render our products and technologies obsolete or noncompetitive. |
We plan to continue to incur substantial research and product development expenses, largely through our subsidiaries, and we and our subsidiaries will need to raise additional capital to pay operating expenses until we are able to generate sufficient revenues from product sales, royalties, and license fees. |
It is likely that additional sales of equity or debt securities will be required to meet our short-term capital needs, unless we receive substantial revenues from the sale of our new products or we are successful at licensing or sublicensing the technology that we develop or acquire from others and we receive substantial licensing fees and royalties. |
Sales of additional equity securities by us or our subsidiaries could result in the dilution of the interests of present shareholders. |
At December 31, |
We |
· | hES derived therapeutic cells have only been produced on a small scale and not in quantities and at levels of purity and viability that will be needed for wide scale commercialization. If we are successful in developing products that consist of hES cells or other cells or products derived from hES or other cells, we will need to develop, alone or in collaboration with one or more pharmaceutical companies or contract manufacturers, technology for the commercial production of those products. |
· | Our hES cell or other cell based products are likely to be more expensive to manufacture on a commercial scale than most other drugs on the market today. The high cost of manufacturing a product will require that we charge our customers a high price for the product in order to cover our costs and earn a profit. If the price of our products is too high, hospitals and physicians may be reluctant to purchase our products, especially if lower priced alternative products are available, and we may not be able to sell our products in sufficient volumes to recover our costs of development and manufacture or to earn a profit. |
We will have to conduct expensive and time-consuming clinical trials of new products. The full cost of conducting and completing clinical trials necessary to obtain FDA and foreign regulatory approval of a new product cannot be presently determined, but could exceed our current financial resources. |
Clinical trials and the regulatory approval process for a pharmaceutical or cell-based product can take several years to complete. As a result, we will incur the expense and delay inherent in seeking FDA and foreign regulatory approval of new products, even if the results of clinical trials are favorable. |
Data obtained from preclinical and clinical studies is susceptible to varying interpretations that could delay, limit, or prevent regulatory agency approvals. Delays in the regulatory approval process or rejections of |
Because the therapeutic products we are developing with hES and iPS technology involve the application of new technologies and approaches to medicine, the FDA or foreign regulatory agencies may subject those products to additional or more stringent review than drugs or biologicals derived from other technologies. |
A product that is approved may be subject to restrictions on use. |
The FDA can recall or withdraw approval of a product if problems arise. |
We will face similar regulatory issues in foreign countries. |
delays in securing clinical investigators or trial sites for our clinical trials; |
delays in obtaining |
slower than anticipated rates of patient recruitment and enrollment, or failing to reach the targeted number of patients due to competition for patients from other |
limited or no availability of coverage, reimbursement and adequate payment from health maintenance organizations and other third party |
negative or inconclusive results from clinical trials; |
unforeseen side effects interrupting, delaying or halting clinical trials of our |
unforeseen safety issues; |
uncertain dosing issues; |
approval and |
inability to monitor patients adequately during or after treatment or problems with investigator or patient compliance with the trial protocols; |
inability to replicate in large controlled studies safety and efficacy data obtained from a limited number of patients in uncontrolled trials; |
inability or unwillingness of medical investigators to follow our clinical protocols; and |
· | unavailability of clinical trial |
Our success will depend in part on our ability to obtain and enforce patents and maintain trade secrets in the |
The preparation, filing, and prosecution of patent applications can be costly and time consuming. Our limited financial resources may not permit us to pursue patent protection of all of our technology and products throughout the world. |
Even if we are able to obtain issued patents covering our technology or products, we may have to incur substantial legal fees and other expenses to enforce our patent rights in order to protect our technology and products from infringing uses. We may not have the financial resources to finance the litigation required to preserve our patent and trade secret rights. |
The preparation and filing of patent applications, and the maintenance of patents that are issued, may require substantial time and money. |
A patent interference proceeding may be instituted with the |
After March 16, 2013 a derivation proceeding may be instituted by the |
Post Grant Review under the new America Invents Act will make available after March 16, 2013 opposition-like proceedings in the United States. As with the |
Oppositions to the issuance of patents may be filed under European patent law and the patent laws of certain other countries. As with the |
We might not be able to obtain any additional patents, and any patents that we do obtain might not be comprehensive enough to provide us with meaningful patent protection. |
There will always be a risk that our competitors might be able to successfully challenge the validity or enforceability of any patent issued to us. |
In addition to interference proceedings, the |
The market price of our common shares, like that of the shares of many biotechnology companies, has been highly volatile. |
The price of our common shares may rise rapidly in response to certain events, such as the commencement of clinical trials of an experimental new |
Similarly, prices of our common shares may fall rapidly in response to certain events such as unfavorable results of clinical trials or a delay or failure to obtain FDA |
The failure of our earnings to meet analysts’ expectations could result in a significant rapid decline in the market price of our common shares. |
· | Changes in the price of our common shares will affect the price at which or warrants may trade. |
Quarter Ended | High | Low | ||||||
March 31, 2012 | 6.12 | 4.41 | ||||||
June 30, 2012 | 4.79 | 3.47 | ||||||
September 30, 2012 | 4.98 | 3.81 | ||||||
December 31, 2012 | 4.40 | 2.91 | ||||||
March 31, 2013 | 4.99 | 3.20 | ||||||
June 30, 2013 | 4.82 | 3.39 | ||||||
September 30, 2013 | 4.29 | 3.64 | ||||||
December 31, 2013 | 4.12 | 3.28 |
Quarter Ended | High | Low | ||||
March 31, 2011 | 9.50 | 6.53 | ||||
June 30, 2011 | 7.73 | 4.15 | ||||
September 30, 2011 | 5.70 | 4.34 | ||||
December 31, 2011 | 6.02 | 3.74 | ||||
March 31, 2012 | 6.12 | 4.41 | ||||
June 30, 2012 | 4.79 | 3.47 | ||||
September 30, 2012 | 4.98 | 3.81 | ||||
December 31, 2012 | 4.40 | 2.91 |
Plan Category | Number of Shares to be Issued upon Exercise of Outstanding Options, Warrants, and Rights | Weighted Average Exercise Price of the Outstanding Options, Warrants, and Rights | Number of Shares Remaining Available for Future Issuance under Equity Compensation Plans | |||||||||
BioTime Equity Compensation Plans Approved by Shareholders | 4,567,135 | $ | 2.71 | 2,315,000 |
Plan Category | Number of Shares to be Issued upon Exercise of Outstanding Options, Warrants, and Rights | Weighted Average Exercise Price of the Outstanding Options, Warrants, and Rights | Number of Shares Remaining Available for Future Issuance under Equity Compensation Plans | |||||||||
BioTime Equity Compensation Plans Approved by Shareholders | 3,381,301 | $ | 1.85 | - | ||||||||
BioTime Equity Compensation Plans Not Approved by Shareholders* | 255,000 | $ | 3.45 | 3,745,000 |
Number of Shares to be Issued upon Exercise of Outstanding Options, Warrants, and Rights | Weighted Average Exercise Price of the Outstanding Options, Warrants, and Rights | Number of Shares Remaining Available for Future Issuance under Equity Compensation Plans | ||||||||||
Asterias Equity Compensation Plans Approved by Shareholders(1)(2) | 2,840,000 | $ | 2.34 | 1,660,000 | ||||||||
OrthoCyte Equity Compensation Plans Approved by Shareholders(2) | 2,645,000 | $ | 0.08 | 1,355,000 | ||||||||
OncoCyte Equity Compensation Plans Approved by Shareholders(2) | 2,750,000 | $ | 0.76 | 1,250,000 | ||||||||
ReCyte Therapeutics Equity Compensation Plans Approved by Shareholders(2) | 1,290,000 | $ | 2.05 | 2,710,000 | ||||||||
BioTime Asia Equity Compensation Plans Approved by Shareholders(2) | 400 | $ | 0.01 | 1,200 | ||||||||
Cell Cure Neurosciences Compensation Plans Approved by Shareholders(2) | 23,978 | $ | 27.89 | 1,860 | ||||||||
LifeMap Sciences Equity Compensation Plans Approved by Shareholders(2) | 1,928,768 | $ | 1.49 | 413,501 |
(1) | Includes 50,000 options for which the exercise prices had not been determined as of December 31, 2013. |
(2) | BioTime is, directly or through one or more subsidiaries, the majority shareholder. |
Plan Category | Number of Shares to be Issued upon Exercise of Outstanding Options, Warrants, and Rights | Weighted Average Exercise Price of the Outstanding Options, Warrants, and Rights | Number of Shares Remaining Available for Future Issuance under Equity Compensation Plans | |||||||||
OrthoCyte Equity Compensation Plans Approved by Shareholders** | 2,605,000 | $ | 0.09 | 1,395,000 | ||||||||
OncoCyte Equity Compensation Plans Approved by Shareholders** | 2,730,000 | $ | 0.75 | 1,270,000 | ||||||||
ReCyte Therapeutics Equity Compensation Plans Approved by Shareholders** | 1,550,000 | $ | 2.05 | 2,450,000 | ||||||||
BioTime Asia Equity Compensation Plans Approved by Shareholders** | 400 | $ | .01 | 1,200 | ||||||||
Cell Cure Neurosciences Compensation Plans Approved by Shareholders** | 12,240 | $ | 23.93 | 1,860 | ||||||||
LifeMap Sciences Equity Compensation Plans Approved by Shareholders** | 918,773 | $ | 1.20 | 923,496 |
2008 | 2009 | 2010 | 2011 | 2012 | 2013 | |||||||||||||||||||||
BioTime, Inc. | Return % | 138.98 | 96.93 | -30.24 | -45.96 | 14.65 | ||||||||||||||||||||
Cum $ | 100.00 | 238.98 | 470.62 | 328.25 | 177.40 | 203.39 | ||||||||||||||||||||
AMEX Market Value (US Companies) | Return % | 22.30 | 27.17 | -8.85 | 9.64 | 9.61 | ||||||||||||||||||||
Cum $ | 100.00 | 122.30 | 155.53 | 141.77 | 155.43 | 170.38 | ||||||||||||||||||||
NYSE Arca Biotechnology Index | Return % | 45.56 | 45.23 | -15.85 | 41.88 | 50.80 | ||||||||||||||||||||
Cum $ | 100.00 | 145.56 | 211.40 | 177.91 | 252.41 | 380.63 |
2007 | 2008 | 2009 | 2010 | 2011 | 2012 | |||||||||||||||||||||
BioTime, Inc. | Return % | 331.63 | 138.98 | 96.93 | -30.24 | -45.96 | ||||||||||||||||||||
Cum $ | 100.00 | 667.89 | 1,596.13 | 3,143.22 | 2,192.56 | 765.76 | ||||||||||||||||||||
AMEX Market Value (US Companies) | Return % | -36.26 | 22.30 | 27.22 | -8.89 | 9.61 | ||||||||||||||||||||
Cum $ | 100.00 | 66.04 | 80.76 | 102.75 | 93.61 | 99.04 | ||||||||||||||||||||
Amex Biotechnology Index | Return % | -17.71 | 45.56 | 45.23 | -15.85 | 41.88 | ||||||||||||||||||||
Cum $ | 100.00 | 85.79 | 124.88 | 181.37 | 152.63 | 207.71 |
(1) | This Section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of BioTime under the Securities Act of 1933, or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
(2) | ) Shows the cumulative total return on investment assuming an investment of $100 in each of BioTime, Inc., the Amex Market Value and NYSE Arca Biotechnology Index on December 31, 2008. The cumulative total return on BioTime stock has been computed based on a price of $1.77 per share, the price at which BioTime’s shares closed on December 31, 2008 |
Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||||||||||||||||
2012 | 2011 | 2010 | 2009 | 2008 | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||||||||||||||
Consolidated Statements of Operations Data: | ||||||||||||||||||||||||||||||||||||||||
REVENUES: | ||||||||||||||||||||||||||||||||||||||||
License fees | $ | 899,998 | $ | 263,757 | $ | 292,904 | $ | 292,904 | $ | 277,999 | $ | 2,218,174 | $ | 899,998 | $ | 263,757 | $ | 292,904 | $ | 292,904 | ||||||||||||||||||||
Royalties from product sales | 541,681 | 756,950 | 945,521 | 1,079,951 | 1,203,453 | 366,775 | 541,681 | 756,950 | 945,521 | 1,079,951 | ||||||||||||||||||||||||||||||
Grant income | 2,222,458 | 2,767,181 | 2,336,325 | 546,795 | - | 1,573,329 | 2,222,458 | 2,767,181 | 2,336,325 | 546,795 | ||||||||||||||||||||||||||||||
Sales of research products | 251,190 | 646,271 | 133,268 | 5,590 | 22,340 | 276,058 | 251,190 | 646,271 | 133,268 | 5,590 | ||||||||||||||||||||||||||||||
Total revenues | 3,915,327 | 4,434,159 | 3,708,018 | 1,925,240 | 1,503,792 | 4,434,336 | 3,915,327 | 4,434,159 | 3,708,018 | 1,925,240 | ||||||||||||||||||||||||||||||
Cost of sales | (434,271 | ) | (79,397 | ) | (27,718 | ) | (72 | ) | - | (792,659 | ) | (434,271 | ) | (79,397 | ) | (27,718 | ) | (72 | ) | |||||||||||||||||||||
Total revenues, net | 3,481,056 | 4,354,762 | 3,680,300 | 1,925,168 | 1,503,792 | 3,641,677 | 3,481,056 | 4,354,762 | 3,680,300 | 1,925,168 | ||||||||||||||||||||||||||||||
EXPENSES: | ||||||||||||||||||||||||||||||||||||||||
Research and development | (18, 116,688 | ) | (13,699,691 | ) | (8,191,314 | ) | (3,181,729 | ) | (1,895,241 | ) | (26,609,423 | ) | (18,116,688 | ) | (13,699,691 | ) | (8,191,314 | ) | (3,181,729 | ) | ||||||||||||||||||||
Acquired in-process research and development(1) | (17,458,766 | ) | - | - | - | - | ||||||||||||||||||||||||||||||||||
General and administrative | (10,365,045 | ) | (9,341,502 | ) | (5,341,119 | ) | (2,263,705 | ) | (2,431,183 | ) | (15,558,674 | ) | (10,365,045 | ) | (9,341,502 | ) | (5,341,119 | ) | (2,263,705 | ) | ||||||||||||||||||||
Total expenses | (28,481,733 | ) | (23,041,193 | ) | (13,532,433 | ) | (5,445,434 | ) | (4,326,424 | ) | (59,626,863 | ) | (28,481,733 | ) | (23,041,193 | ) | (13,532,433 | ) | (5,445,434 | ) | ||||||||||||||||||||
Loss from operations | (25,000,677 | ) | (18,686,431 | ) | (9,852,133 | ) | (3,520,266 | ) | (2,822,632 | ) | (55,985,186 | ) | (25,000,677 | ) | (18,686,431 | ) | (9,852,133 | ) | (3,520,266 | ) | ||||||||||||||||||||
OTHER INCOME (EXPENSES): | ||||||||||||||||||||||||||||||||||||||||
Interest income/(expense) | 19,383 | 29,727 | (124,300 | ) | (1,653,755 | ) | (965,781 | ) | (578 | ) | 19,383 | 29,727 | (124,300 | ) | (1,653,755 | ) | ||||||||||||||||||||||||
Gain/(loss) on sale of fixed assets | (6,856 | ) | (6,246 | ) | - | - | - | 5,120 | (6,856 | ) | (6,246 | ) | - | - | ||||||||||||||||||||||||||
Modification cost of warrants | - | - | (2,142,201 | ) | - | - | - | - | - | (2,142,201 | ) | - | ||||||||||||||||||||||||||||
Other income/(expense), net | (317,710 | ) | 219,067 | (68,573 | ) | 30,112 | 7,518 | (209,177 | ) | (317,710 | ) | 219,067 | (68,573 | ) | 30,112 | |||||||||||||||||||||||||
Total other income/(expenses), net | (305,183 | ) | 242,548 | (2,335,074 | ) | (1,623,643 | ) | (958,263 | ) | (204,635 | ) | (305,183 | ) | 242,548 | (2,335,074 | ) | (1,623,643 | ) | ||||||||||||||||||||||
LOSS BEFORE INCOME TAX BENEFITS | (56,189,821 | ) | (25,305,860 | ) | (18,443,883 | ) | (12,187,207 | ) | $ | (5,143,909 | ) | |||||||||||||||||||||||||||||
Deferred income tax benefit | 3,280,695 | - | - | - | - | |||||||||||||||||||||||||||||||||||
NET LOSS | (25,305,860 | ) | (18,443,883 | ) | (12,187,207 | ) | (5,143,909 | ) | $ | (3,780,895 | ) | (52,909,126 | ) | - | - | - | - | |||||||||||||||||||||||
Net loss/(income) attributable to the noncontrolling interest | 3,880,157 | 1,928,383 | 1,002,589 | (590 | ) | - | 9,026,291 | 3,880,157 | 1,928,383 | 1,002,589 | (590 | ) | ||||||||||||||||||||||||||||
Net loss attributable to BioTime, Inc. | (21,425,703 | ) | (16,515,500 | ) | (11,184,618 | ) | (5,144,499 | ) | (3,780,895 | ) | (43,882,835 | ) | (21,425,703 | ) | (16,515,500 | ) | (11,184,618 | ) | (5,144,499 | ) | ||||||||||||||||||||
Foreign currency translation (loss)/gain | 63,179 | (1,020,087) | 897,338 | - | - | 119,469 | 63,179 | (1,020,087 | ) | 897,338 | - | |||||||||||||||||||||||||||||
Unrealized gain on available-for-sale securities, net | 3,000 | - | - | - | - | |||||||||||||||||||||||||||||||||||
COMPREHENSIVE NET LOSS | $ | (21,362,524 | ) | $ | (17,535,587 | ) | $ | (10,287,280 | ) | $ | (5,144,499 | ) | $ | (3,780,895 | ) | $ | (43,760,366 | ) | $ | (21,362,524 | ) | $ | (17,535,587 | ) | $ | (10,287,280 | ) | $ | (5,144,499 | ) | ||||||||||
BASIC AND DILUTED LOSS PER COMMON SHARE | $ | (0.44 | ) | $ | (0.35 | ) | $ | (0.28 | ) | $ | (0.18 | ) | $ | (0.16 | ) | $ | (0.81 | ) | $ | (0.44 | ) | $ | (0.35 | ) | $ | (0.28 | ) | $ | (0.18 | ) | ||||||||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:BASIC AND DILUTED | 49,213,687 | 47,035,518 | 40,266,311 | 29,295,608 | 23,749,933 | 54,226,219 | 49,213,687 | 47,053,518 | 40,266,311 | 29,295,608 |
(1) | Represents the value of incomplete research and development projects acquired by Asterias from Geron under the Asset Contribution Agreement which Asterias intends to continue. See Notes 2 and 15 to the Consolidated Financial Statements. |
December 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
Consolidated Balance Sheet Data: | ||||||||||||||||||||
Cash and cash equivalents | $ | 5,495,478 | $ | 4,349,967 | $ | 22,211,897 | $ | 33,324,924 | $ | 12,189,081 | ||||||||||
Total assets | 57,729,750 | 29,748,593 | 45,829,695 | 53,272,659 | 13,433,071 | |||||||||||||||
Total liabilities | 15,467,429 | 5,454,220 | 4,371,514 | 3,847,002 | 2,386,082 | |||||||||||||||
Accumulated deficit | (145,778,547 | ) | (101,895,712 | ) | (80,470,009 | ) | (63,954,509 | ) | (52,769,891 | ) | ||||||||||
Total equity/(deficit) | $ | 42,262,321 | $ | 24,294,373 | $ | 41,458,181 | $ | 49,425,657 | $ | 11,046,989 | ) |
December 31, | ||||||||||||||||||||
2012 | 2011 | 2010 | 2009 | 2008 | ||||||||||||||||
Consolidated Balance Sheet Data: | ||||||||||||||||||||
Cash and cash equivalents | $ | 4,349,967 | $ | 22,211,897 | $ | 33,324,924 | $ | 12,189,081 | $ | 12,279 | ||||||||||
Total assets | 29, 748,593 | 45,829,695 | 53,272,659 | 13,433,071 | 1,035,457 | |||||||||||||||
Long-term liabilities | 1,063,388 | 1,224,859 | 1,367,045 | 1,223,823 | 2,003,754 | |||||||||||||||
Accumulated deficit | (101,895,712 | ) | (80,470,009 | ) | (63,954,509 | ) | (52,769,891 | ) | (47,625,392 | ) | ||||||||||
Total equity/(deficit) | $ | 24,294,373 | $ | 41,458,181 | $ | 49,425,657 | $ | 11,046,989 | $ | (4,346,814 | ) |
Company | Program | Status | |
Asterias | Cell therapies for neurology, oncology, orthopedic and cardiovascular indications | Completed acquisition of Geron stem cell assets. Established operations. | |
BioTime(1) and ES Cell International Pte. Ltd. (“ESI”) | ESI BIO BioTime’s new research products operations and marketing program. | BioTime is consolidating its existing portfolio of stem cell research products (including various brands) and its research products operations under one brand and operating division, ESI BIO. An important element of the new ESI BIO branding program is to provide focused branding and messaging to the market, and to leverage the strengths of existing BioTime research products as excellent research tools that can be manufactured as potential therapeutic products. providing customers with an easier “translation” of their research products into the clinic, and providing BioTime with future therapeutic out-licensing opportunities. | |
Existing product consolidation: ESI cGMP cell lines; the HyStem® hydrogels; and the PureStem | lines; the cGMP | ||
New product development and new infrastructure development. | ESI BIO has hired a team of consultants proficient in developing, manufacturing and marketing stem cell research products utilizing the latest technologies in cellular reprogramming that are well-matched and complementary to ESI BIO’s current product portfolio. This group has already created the new ESI BIO branding program and a web site, and has created and launched over 15 new products. As the research products business grows, we expect that this team will participate in upgrading ESI BIO’s manufacturing and logistics infrastructure needed to meet the needs of its research products business | ||
BioTime | Biocompatible hydrogels that mimic the human extracellular matrix | Published a set of scientific reviews featuring pre-clinical data produced by prominent scientists studying the potential clinical use of our HyStem® hydrogel extracellular matrix products in combination with progenitor cells to treat stroke, cancer, vocal fold damage, cardiovascular disease and kidney disease. The review articles were published in the international, online, open access, peer-reviewed journal Conducted pre-clinical development and first clinical safety study of Renevia™ as an implantable cell delivery Conducted toxicology studies of Renevia™ in the brains of laboratory mice. Results show no difference in reactive astrocytes, macrophages/microglia, neuronal number or blood vessel structure between saline controls and Renevia™. There was no evidence of granulomata or foreign body reaction around either saline or Renevia™ injection sites. | |
Hextend® | |||
Company | Program | Status |
OncoCyte | Formalized additional relationships with key opinion leaders at major medical institutions to advance breast and bladder cancer programs; Received IRB approval and initiated a large, prospective multicenter patient study at Scottsdale Medical Imaging Laboratories to assess performance of PanC-Dx™ markers in women undergoing mammography; Continued manufacturing and characterization of monoclonal antibodies for potential use in diagnostic kits; and Publication of results relating to FSIP1, a marker unique to breast cancer. | |
OrthoCyte | Cartilage/Intervertebral disc repair using | Identified several cell lines that displayed molecular markers consistent with the production of definitive human Confirmed chondrogenic potential in joint defects in rat models of Demonstrated ex vivo utility of progenitor lines in degenerating rabbit intervertebral disc tissue; Initiated in vivo proof of concept study to assess the ability of progenitor cells to repair and regenerate degenerated intervertebral discs in rabbits; and Completed proof of concept study demonstrating ability of progenitor cells to modulate pain (allodynia) in a rat model. |
Bone repair using embryonic-derived progenitor cells (Spinal fusion, trauma and cranial maxillo-facial (“CMF”)) cGMP cell production | Initiated in vitro optimization of bone differentiation and induction using progenitor cells, and Submitted SBIR grant application for cranio-maxillofacial bone defect repair using progenitor cells. Initiated large-scale progenitor cell expansion testing in cGMP compliant bioreactor systems. | |
ReCyte Therapeutics | Therapeutic products for age related vascular | Evaluating cell-derived therapeutics. Through BioTime, |
Cell Cure Neurosciences | OpRegen® and OpRegen® | Conducted Developed characterize |
LifeMap Sciences | Online, searchable databases | Marketing searchable, integrated, database products, including: · · · |
Amount | Percent | Amount(1) | Percent | ||||||||||||||||||||||||||||||
Company | Program | 2012 | 2011 | 2012 | 2011 | Program | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||
BioTime, ReCyte Therapeutics, and ESI(2) | ACTCellerate™ hEPCs, GMP hES cell lines, and related research products | $ | 2,826,558 | $ | 2,884,216 | 15.6 | % | 21.1 | % | ||||||||||||||||||||||||
BioTime and ESI | PureStem® hEPCs, cGMP hES cell lines, and related research products | $ | 2,763,879 | $ | 2,826,558 | 10.4 | % | 15.6 | % | ||||||||||||||||||||||||
BioTime | CIRM sponsored ACTCellerate™ technology | $ | 794,632 | $ | 1,715,386 | 4.4 | % | 12.5 | % | PureStem® technology | $ | 227,429 | $ | 794,632 | 0.9 | % | 4.4 | % | |||||||||||||||
BioTime and OrthoCyte | Hydrogel products and HyStem® research | $ | 3,681,893 | $ | 1,142,705 | 20.3 | % | 8.3 | % | Hydrogel products and HyStem® research | $ | 5,229,278 | $ | 3,681,893 | 19.6 | % | 20.3 | % | |||||||||||||||
OncoCyte | Cancer therapy and diagnostics | $ | 3,129,885 | $ | 2,376,444 | 17.3 | % | 17.4 | % | Cancer therapy and diagnostics and therapy | $ | 2,760,810 | $ | 3,129,885 | 10.4 | % | 17.3 | % | |||||||||||||||
OrthoCyte | Orthopedic therapy | $ | 950,956 | $ | 759,798 | 5.2 | % | 5.6 | % | Orthopedic therapy | $ | 1,029,989 | $ | 950,956 | 3.9 | % | 5.2 | % | |||||||||||||||
ReCyte Therapeutics | IPS and vascular therapy | $ | 1,367,294 | $ | 626,248 | 7.6 | % | 4.6 | % | Cardiovascular therapy | $ | 1,042,102 | $ | 1,367,294 | 3.9 | % | 7.6 | % | |||||||||||||||
BioTime | HyStem® | $ | 291,580 | $ | 308,471 | 1.6 | % | 2.2 | % | Hextend® | $ | 90,379 | $ | 291,580 | 0.3 | % | 1.6 | % | |||||||||||||||
BioTime Asia | Stem cell products for research | $ | 153,031 | $ | 175,539 | 0.8 | % | 1.3 | % | Stem cell products for research | $ | 31,288 | $ | 153,031 | 0.1 | % | 0.8 | % | |||||||||||||||
Cell Cure Neurosciences | OpRegen™, OpRegen-Plus, and neurological disease therapies | $ | 3,185,490 | $ | 3,197,597 | 17.6 | % | 23.3 | % | OpRegen®, OpRegen®-Plus, and neurological disease therapies | $ | 6,401,884 | $ | 3,185,490 | 24.1 | % | 17.6 | % | |||||||||||||||
LifeMap Sciences | Database development; PureStem™ hEPCs, GMP hES cell lines, and related research products | $ | 1,735,369 | $ | 513,287 | 9.6 | % | 3.7 | % | Database development and sales | $ | 2,663,066 | $ | 1,735,369 | 10.0 | % | 9.6 | % | |||||||||||||||
Asterias Biotherapeutics(3) | hESC-based cell therapy programs | $ | 4,319,494 | $ | - | 16.2 | % | - | % | ||||||||||||||||||||||||
BioTime | 3D Culture | $ | 49,825 | $ | - | 0.2 | % | - | % |
Amount also includes research and development expenses incurred directly by the subsidiary and certain general research and development expenses, such as lab supplies, lab expenses, rent allocated, |
(2) | OrthoCyte transferred its HyStem® product line and related research to BioTime during January 2012. |
(3) | Excludes IPR&D expenses related to intangible assets acquired from Geron. IPR&D represents the |
Amount(1) | Percent | |||||||||||||||
Company | 2013 | 2012 | 2013 | 2012 | ||||||||||||
BioTime | $ | 7,366,234 | $ | 4,757,477 | 47.3 | % | 45.9 | % | ||||||||
Asterias Biotherapeutics | $ | 3,883,185 | $ | 758,563 | 25.0 | % | 7.3 | % | ||||||||
BioTime Asia | $ | 164,432 | $ | 869,730 | 1.1 | % | 8.4 | % | ||||||||
Cell Cure Neurosciences | $ | 675,970 | $ | 722,575 | 4.3 | % | 7.0 | % | ||||||||
ESI | $ | 305,931 | $ | 546,485 | 2.0 | % | 5.3 | % | ||||||||
LifeMap Sciences | $ | 1,995,215 | $ | 1,292,898 | 12.8 | % | 12.5 | % | ||||||||
OncoCyte | $ | 408,470 | $ | 606,987 | 2.6 | % | 5.8 | % | ||||||||
OrthoCyte | $ | 380,903 | $ | 403,694 | 2.5 | % | 3.9 | % | ||||||||
ReCyte Therapeutics | $ | 378,334 | $ | 406,636 | 2.4 | % | 3.9 | % |
(1) | Amount includes general and administrative expenses incurred directly by the subsidiary and allocations from BioTime for certain general overhead expenses. |
Amount | Percent | |||||||||||||
Company | 2012 | 2011 | 2012 | 2011 | ||||||||||
BioTime | $ | 4,757,477 | $ | 4,220,139 | 45.9 | % | 45.2 | % | ||||||
BAC | $ | 758,563 | $ | — | 7.3 | % | 0.0 | % | ||||||
BioTime Asia | $ | 869,730 | $ | 1,180,061 | 8.4 | % | 12.6 | % | ||||||
Cell Cure Neurosciences* | $ | 722,575 | $ | 592,230 | 7.0 | % | 6.3 | % | ||||||
ESI* | $ | 546,485 | $ | 567,266 | 5.3 | % | 6.1 | % | ||||||
LifeMap Sciences | $ | 1,292,898 | $ | 378,747 | 12.5 | % | 4.1 | % | ||||||
OncoCyte | $ | 606,987 | $ | 829,970 | 5.8 | % | 8.9 | % | ||||||
OrthoCyte | $ | 403,694 | $ | 1,087,258 | 3.9 | % | 11.6 | % | ||||||
ReCyte Therapeutics | $ | 406,636 | $ | 485,831 | 3.9 | % | 5.2 | % |
Year Ended December 31, | $ Increase/ | % Increase/ | ||||||||||||||
2013 | 2012 | Decrease | Decrease | |||||||||||||
License fees | $ | 2,218,174 | $ | 899,998 | $ | +1,318,176 | +146.5 | % | ||||||||
Royalty from product sales | 366,775 | 541,681 | -174,906 | -32.3 | % | |||||||||||
Grant income | 1,573,329 | 2,222,458 | -649,129 | -29.2 | % | |||||||||||
Sales of research products and services | 276,058 | 251,190 | +24,868 | +9.9 | % | |||||||||||
Total revenues | 4,434,336 | 3,915,327 | +519,009 | +13.3 | % | |||||||||||
Cost of sales | (792,659 | ) | (434,271 | ) | +(358,388 | ) | +82.5 | % | ||||||||
Total revenues, net | 3,641,677 | 3,481,056 | +160,621 | +4.6 | % |
Year Ended December 31, | $ Increase/ | % Increase/ | Three Months Ended December 31, | $ Increase/ | % Increase/ | ||||||||||||||||||||||||||
2012 | 2011 | Decrease | Decrease | 2013 | 2012 | Decrease | Decrease | ||||||||||||||||||||||||
License fees | $ | 899,998 | $ | 263,757 | $ | +636,241 | 241.2 | % | $ | 1,123,331 | $ | 350,477 | $ | +772,854 | +220.5 | % | |||||||||||||||
Royalty from product sales | 541,681 | 756,950 | -215,269 | -28.4 | % | 75,270 | 133,878 | -58,608 | -43.8 | % | |||||||||||||||||||||
Grant income | 2,222,458 | 2,767,181 | -544,723 | -19.7 | % | 632,103 | 704,372 | -72,269 | -10.3 | % | |||||||||||||||||||||
Sales of research products and services | 251,190 | 646,271 | -395,081 | -61.1 | % | 61,781 | 33,810 | +27,971 | +82.7 | % | |||||||||||||||||||||
Total revenues | 3,915,327 | 4,434,159 | -518,832 | -11.7 | % | 1,892,485 | 1,222,537 | +669,948 | +54.8 | % | |||||||||||||||||||||
Cost of sales | (434,271 | ) | (79,397 | ) | +(354,874 | ) | +477.0 | % | (222,422 | ) | (160,355 | ) | +(62,067 | ) | +38.7 | % | |||||||||||||||
Total revenues, net | 3,481,056 | 4,354,762 | -873,706 | -20.1 | % | 1,670,063 | 1,062,182 | +607,881 | +57.2 | % |
Year Ended December 31, | $ Increase/ | % Increase/ | ||||||||||||||
2013 | 2012 | Decrease | Decrease | |||||||||||||
Research and development expenses | $ | (26,609,423 | ) | $ | (18,116,688 | ) | $ | +8,492,735 | +46.9 | % | ||||||
Acquired in-process research and development expenses | (17,458,766 | ) | - | $ | +17,458,766 | - | % | |||||||||
General and administrative expenses | (15,558,674 | ) | (10,365,045 | ) | +5,193,629 | +50.1 | % | |||||||||
Interest income/(expense) | (578 | ) | 19,383 | -19,961 | -103.0 | % | ||||||||||
Other income/(expense) | (209,177 | ) | (317,710 | ) | -(108,533 | ) | -34.2 | % |
Three Months Ended December 31, | $ Increase/ | % Increase/ | ||||||||||||||
2013 | 2012 | Decrease | Decrease | |||||||||||||
Research and development expenses | $ | (9,220,014 | ) | $ | (4,793,278 | ) | $ | +4,426,736 | +92.4 | % | ||||||
Acquired in-process research and development expenses | (17,458,766 | ) | - | $ | +17,458,766 | - | % | |||||||||
General and administrative expenses | (4,284,726 | ) | (3,327,238 | ) | +957,488 | +28.8 | % | |||||||||
Interest income/(expense) | (2,611 | ) | 2,062 | -4,673 | -226.6 | % | ||||||||||
Other income/(expense) | (39,665 | ) | (93,811 | ) | -(54,146 | ) | -57.7 | % |
Year Ended December 31, | $ Increase/ | % Increase/ | ||||||||||||||
2012 | 2011 | Decrease | Decrease | |||||||||||||
License fees | $ | 899,998 | $ | 263,757 | $ | +636,241 | +241.2 | % | ||||||||
Royalty from product sales | 541,681 | 756,950 | -215,269 | -28.4 | % | |||||||||||
Grant income | 2,222,458 | 2,767,181 | -544,723 | -19.7 | % | |||||||||||
Sale of research products and services | 251,190 | 646,271 | -395,081 | -61.1 | % | |||||||||||
Total revenues | 3,915,327 | 4,434,159 | -518,832 | -11.7 | % | |||||||||||
Cost of sales | (434,271 | ) | (79,397 | ) | +(354,874 | ) | +447.0 | % | ||||||||
Total revenues, net | 3,481,056 | 4,354,762 | -873,706 | -20.1 | % |
Year Ended December 31, | $ Increase/ | %$ Increase/ | Year Ended December 31, | $ Increase/ | % Increase/ | ||||||||||||||||||||||||||
2012 | 2011 | Decrease | Decrease | 2012 | 2011 | Decrease | Decrease | ||||||||||||||||||||||||
Research and development expenses | $ | (18,116,688 | ) | $ | (13,699,691 | ) | $ | +4,416,997 | +32.2 | % | $ | (18,116,688 | ) | $ | (13,699,691 | ) | $ | +(4,416,997 | ) | +32.2 | % | ||||||||||
General and administrative expenses | (10,365,045 | ) | (9,341,502 | ) | +1,023,543 | +11.0 | % | (10,365,045 | ) | (9,341,502 | ) | +(1,023,543 | ) | +11.0 | % | ||||||||||||||||
Interest income/(expense) | 19,383 | 29,727 | -10,344 | -34.8 | % | 19,383 | 29,727 | -10,344 | -34.8 | % | |||||||||||||||||||||
Other income/(expense) | (317,710 | ) | 219,067 | +(536,777 | ) | -245.0 | % | (317,710 | ) | 219,067 | -536,777 | -245.0 | % |
Year Ended December 31, | $ Increase/ | % Increase/ | |||||||||||||
2011 | 2010 | Decrease | Decrease | ||||||||||||
License fees | $ | 263,757 | $ | 292,904 | $ | -29,147 | -10.0 | % | |||||||
Royalty from product sales | 756,950 | 945,461 | -188,511 | -19.9 | % | ||||||||||
Grant income | 2,767,181 | 2,336,325 | +430,856 | +18.4 | % | ||||||||||
Sale of research products and services | 646,271 | 133,328 | +512,943 | +384.7 | % | ||||||||||
Total revenues | 4,434,159 | 3,708,018 | +726,141 | +19.6 | % | ||||||||||
Cost of sales | (79,397 | ) | (27,718 | ) | +(51,679 | ) | +186.4 | % | |||||||
Total revenues, net | 4,354,762 | 3,680,300 | 674,462 | +18.3 | % |
Year Ended December 31, | $ Increase/ | % Increase/ | |||||||||||||
2011 | 2010 | Decrease | Decrease | ||||||||||||
Research and development expenses | $ | (13,699,691 | ) | $ | (8,191,314 | ) | $ | +(5,508,377 | ) | +67.2 | % | ||||
General and administrative expenses | (9,341,502 | ) | (5,341,119 | ) | +(4,000,383 | ) | +74.9 | % | |||||||
Interest income/(expense) | 29,727 | (124,300 | ) | +154,027 | - | ||||||||||
Other income/(expense) | 219,067 | (68,573 | ) | +287,640 | - |
Principal Payments Due by Period | ||||||||||||||||||||
Contractual Obligations (1) | Total | Less Than 1 Year | 1-3 Years | 4-5 Years | After 5 Years | |||||||||||||||
Operating leases (2) | $ | 12,271,106 | $ | 1,188,316 | $ | 3,240,670 | $ | 2,579,280 | $ | 5,262,840 |
Principal Payments Due by Period | ||||||||||||||||||||
Contractual Obligations (1) | Total | Less Than 1 Year | 1-3 Years | 4-5 Years | After 5 Years | |||||||||||||||
Operating leases (2) | $ | 2,737,659 | $ | 1,021,054 | $ | 1,683,980 | $ | 32,625 | $ | - |
(1) | This table does not include payments to key employees that could arise if they were involuntary terminated or if their employment terminated following a change in control. |
(2) | Includes the lease of our principal office and laboratory facilities in Alameda, California, and leases of the offices and laboratory facilities of our subsidiaries |
December 31, 2013 | December 31, 2012 | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and cash equivalents | $ | 5,495,478 | $ | 4,349,967 | ||||
Inventory | 178,694 | 55,316 | ||||||
Prepaid expenses and other current assets | 2,275,798 | 2,774,196 | ||||||
Total current assets | 7,949,970 | 7,179,479 | ||||||
Equipment, net | 2,997,733 | 1,348,554 | ||||||
Deferred license and consulting fees | 444,833 | 669,326 | ||||||
Deposits | 129,129 | 64,442 | ||||||
Intangible assets, net | 46,208,085 | 20,486,792 | ||||||
TOTAL ASSETS | $ | 57,729,750 | $ | 29,748,593 | ||||
LIABILITIES AND EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable and accrued liabilities | $ | 6,722,624 | $ | 3,989,962 | ||||
Deferred license and subscription revenue, current portion | 235,276 | 400,870 | ||||||
Total current liabilities | 6,957,900 | 4,390,832 | ||||||
LONG-TERM LIABILITIES | ||||||||
Deferred license revenue, net of current portion | - | 768,678 | ||||||
Deferred rent, net of current portion | 35,997 | 57,214 | ||||||
Deferred tax liability, net | 8,277,548 | - | ||||||
Other long term liabilities | 195,984 | 237,496 | ||||||
Total long-term liabilities | 8,509,529 | 1,063,388 | ||||||
Commitments and contingencies | ||||||||
EQUITY | ||||||||
Preferred Shares, no par value, authorized 2,000,000 and 1,000,000 shares respectively, as of December 31, 2013 and 2012; none issued | - | - | ||||||
Common shares, no par value, authorized 125,000,000 and 75,000,000 shares respectively as of December 31, 2013 and 2012; 67,412,139 issued and 56,714,424 outstanding as of December 31, 2013 and 51,183,318 issued and 49,383,209 outstanding at December 31, 2012 | 203,456,401 | 119,821,243 | ||||||
Contributed capital | 93,972 | 93,972 | ||||||
Accumulated other comprehensive income | 62,899 | (59,570 | ) | |||||
Accumulated deficit | (145,778,547 | ) | (101,895,712 | ) | ||||
Treasury stock at cost: 10,697,715 and 1,800,109 shares at December 31, 2013 and 2012, respectively | (43,033,957 | ) | (8,375,397 | ) | ||||
Total shareholders' equity | 14,800,768 | 9,584,536 | ||||||
Noncontrolling interest | 27,461,553 | 14,709,837 | ||||||
Total equity | 42,262,321 | 24,294,373 | ||||||
TOTAL LIABILITIES AND EQUITY | $ | 57,729,750 | $ | 29,748,593 |
December 31, 2012 | December 31, 2011 | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and cash equivalents | $ | 4,349,967 | $ | 22,211,897 | ||||
Inventory | 55,316 | 51,174 | ||||||
Prepaid expenses and other current assets | 2,774,196 | 2,692,303 | ||||||
Total current assets | 7,179,479 | 24,955,374 | ||||||
Equipment, net | 1,348,554 | 1,347,779 | ||||||
Deferred license and consulting fees | 669,326 | 843,944 | ||||||
Deposits | 64,442 | 63,082 | ||||||
Intangible assets, net | 20,486,792 | 18,619,516 | ||||||
TOTAL ASSETS | $ | 29,748,593 | $ | 45,829,695 | ||||
LIABILITIES AND EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable and accrued liabilities | $ | 3,989,962 | $ | 2,681,111 | ||||
Deferred grant income | - | 261,777 | ||||||
Deferred license and subscription revenue, current portion | 400,870 | 203,767 | ||||||
Total current liabilities | 4,390,832 | 3,146,655 | ||||||
LONG-TERM LIABILITIES | ||||||||
Deferred license revenue, net of current portion | 768,678 | 899,551 | ||||||
Deferred rent, net of current portion | 57,214 | 66,688 | ||||||
Other long term liabilities | 237,496 | 258,620 | ||||||
Total long-term liabilities | 1,063,388 | 1,224,859 | ||||||
Commitments and contingencies | ||||||||
EQUITY | ||||||||
Preferred Shares, no par value, authorized 1,000,000 shares; none issued | ||||||||
Common shares, no par value, authorized 75,000,000 shares; 51,183,318 issued and 49,383,209 outstanding as of December 31, 2012 and 50,321,962 issued and 49,035,788 outstanding at December 31, 2011 | 119,821,243 | 115,144,787 | ||||||
Contributed capital | 93,972 | 93,972 | ||||||
Accumulated other comprehensive income | (59,570 | ) | (122,749) | |||||
Accumulated deficit | (101,895,712 | ) | (80,470,009 | ) | ||||
Treasury stock at cost: 1,800,109 and 1,286,174 shares at December 31, 2012 and 2011, respectively | (8,375,397 | ) | (6,000,000 | |||||
Total shareholders' equity | 9,584,536 | 28,646,001 | ||||||
Noncontrolling interest | 14,709,837 | 12,812,180 | ||||||
Total equity | 24,294,373 | 41,458,181 | ||||||
TOTAL LIABILITIES AND EQUITY | $ | 29,748,593 | $ | 45,829,695 |
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
REVENUES: | ||||||||||||
License fees | $ | 2,218,174 | $ | 899,998 | $ | 263,757 | ||||||
Royalties from product sales | 366,775 | 541,681 | 756,950 | |||||||||
Grant income | 1,573,329 | 2,222,458 | 2,767,181 | |||||||||
Sale of research products | 276,058 | 251,190 | 646,271 | |||||||||
Total revenues | 4,434,336 | 3,915,327 | 4,434,159 | |||||||||
Cost of sales | (792,659 | ) | (434,271 | ) | (79,397 | ) | ||||||
Total revenues, net | 3,641,677 | 3,481,056 | 4,354,762 | |||||||||
EXPENSES: | ||||||||||||
Research and development | (26,609,423 | ) | (18,116,688 | ) | (13,699,691 | ) | ||||||
Acquired in-process research and development | (17,458,766 | ) | - | - | ||||||||
General and administrative | (15,558,674 | ) | (10,365,045 | ) | (9,341,502 | ) | ||||||
Total expenses | (59,626,863 | ) | (28,481,733 | ) | (23,041,193 | ) | ||||||
Loss from operations | (55,985,186 | ) | (25,000,677 | ) | (18,686,431 | ) | ||||||
OTHER INCOME (EXPENSES): | ||||||||||||
Interest income/(expense), net | (578 | ) | 19,383 | 29,727 | ||||||||
Gain/(loss) on sale of fixed assets | 5,120 | (6,856 | ) | (6,246 | ) | |||||||
Other income/(expense), net | (209,177 | ) | (317,710 | ) | 219,067 | |||||||
Total other income/(expenses), net | (204,635 | ) | (305,183 | ) | 242,548 | |||||||
LOSS BEFORE INCOME TAX BENEFITS | (56,189,821 | ) | (25,305,860 | ) | (18,443,883 | ) | ||||||
Deferred income tax benefit | 3,280,695 | - | - | |||||||||
NET LOSS | (52,909,126 | ) | (25,305,860 | ) | (18,443,883 | ) | ||||||
Net loss attributable to the noncontrolling interest | 9,026,291 | 3,880,157 | 1,928,383 | |||||||||
NET LOSS ATTRIBUTABLE TO BIOTIME, INC. | (43,882,835 | ) | (21,425,703 | ) | (16,515,500 | ) | ||||||
Foreign currency translation gain/(loss) | 119,469 | 63,179 | (1,020,087 | ) | ||||||||
Unrealized gain on available-for-sale securities, net | 3,000 | - | - | |||||||||
COMPREHENSIVE LOSS | $ | (43,760,366 | ) | $ | (21,362,524 | ) | $ | (17,535,587 | ) | |||
BASIC AND DILUTED LOSS PER COMMON SHARE | $ | (0.81 | ) | $ | (0.44 | ) | $ | (0.35 | ) | |||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC AND DILUTED | 54,226,219 | 49,213,687 | 47,053,518 |
Year Ended December 31, | ||||||||||||
2012 | 2011 | 2010 | ||||||||||
REVENUES: | ||||||||||||
License fees | $ | 899,998 | $ | 263,757 | $ | 292,904 | ||||||
Royalties from product sales | 541,681 | 756,950 | 945,521 | |||||||||
Grant income | 2,222,458 | 2,767,181 | 2,336,325 | |||||||||
Sale of research products | 251,190 | 646,271 | 133,268 | |||||||||
Total revenues | 3,915,327 | 4,434,159 | 3,708,018 | |||||||||
Cost of sales | (434,271 | ) | �� | (79,397 | ) | (27,718 | ) | |||||
Total revenues, net | 3,481,056 | 4,354,762 | 3,680,300 | |||||||||
EXPENSES: | ||||||||||||
Research and development | (18,116,688 | ) | (13,699,691 | ) | (8,191,314 | ) | ||||||
General and administrative | (10,365,045 | ) | (9,341,502 | ) | (5,341,119 | ) | ||||||
Total expenses | (28,481,733 | ) | (23,041,193 | ) | (13,532,433 | ) | ||||||
Loss from operations | (25,000,677 | ) | (18,686,431 | ) | (9,852,133 | ) | ||||||
OTHER INCOME (EXPENSES): | ||||||||||||
Interest income/(expense), net | 19,383 | 29,727 | (124,300 | ) | ||||||||
Loss on sale of fixed assets | (6,856 | ) | (6,246 | ) | - | |||||||
Modification cost of warrants | - | - | (2,142,201 | ) | ||||||||
Other income/(expense), net | (317,710 | ) | 219,067 | (68,573 | ) | |||||||
Total other income/(expenses), net | (305,183 | ) | 242,548 | (2,335,074 | ) | |||||||
NET LOSS | (25,305,860 | ) | (18,443,883 | ) | (12,187,207 | ) | ||||||
Net loss attributable to the noncontrolling interest | 3,880,157 | 1,928,383 | 1,002,589 | |||||||||
NET LOSS ATTRIBUTABLE TO BIOTIME, INC. | (21,425,703 | ) | (16,515,500 | ) | (11,184,618 | ) | ||||||
Foreign currency translation gain/(loss) | 63,179 | (1,020,087) | 897,338 | |||||||||
COMPREHENSIVE LOSS | $ | (21,362,524 | ) | $ | (17,535,587 | ) | $ | (10,287,280 | ) | |||
BASIC AND DILUTED LOSS PER COMMON SHARE | $ | (0.44 | ) | $ | (0.35 | ) | $ | (0.28 | ) | |||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC AND DILUTED | 49,213,687 | 47,053,518 | 40,266,311 |
Common Shares | Treasury Shares | |||||||||||||||||||||||||||||||||||
Number of Shares | Amount | Number of Shares | Amount | Contributed Capital | Accumulated Deficit | Noncontrolling Interest | Accumulated Other Comprehensive Income | Total Equity/ (Deficit) | ||||||||||||||||||||||||||||
BALANCE AT JANUARY 1, 2011 | 47,777,701 | $ | 101,135,428 | - | $ | - | $ | 93,972 | $ | (63,954,509 | ) | $ | 11,253,428 | $ | 897,338 | $ | 49,425,657 | |||||||||||||||||||
Common shares issued as part of acquisition of CTI assets | 261,959 | 2,300,000 | 2,300,000 | |||||||||||||||||||||||||||||||||
Common shares issued as part of merger with Glycosan | 332,903 | 2,600,000 | 2,600,000 | |||||||||||||||||||||||||||||||||
Treasury shares issued as part of investment in subsidiary | 1,286,174 | 6,000,000 | (1,286,174 | ) | (6,000,000 | ) | - | |||||||||||||||||||||||||||||
Common shares retired as payment for exercise of options | (6,435 | ) | (28,067 | ) | (28,067 | ) | ||||||||||||||||||||||||||||||
Exercise of options | 450,660 | 251,981 | 251,981 | |||||||||||||||||||||||||||||||||
Warrants exercised | 219,000 | 425,000 | 425,000 | |||||||||||||||||||||||||||||||||
Warrants issued as part of merger with Glycosan | 954,879 | 954,879 | ||||||||||||||||||||||||||||||||||
Outside investment in subsidiaries | 3,213,500 | 3,213,500 | ||||||||||||||||||||||||||||||||||
Stock options granted for compensation | 1,505,566 | 1,505,566 | ||||||||||||||||||||||||||||||||||
Stock options granted for compensation in subsidiary | 273,635 | 273,635 | ||||||||||||||||||||||||||||||||||
Foreign currency translation loss | (1,020,087 | ) | (1,020,087 | ) | ||||||||||||||||||||||||||||||||
NET LOSS | (16,515,500 | ) | (1,928,383 | ) | (18,443,883 | ) | ||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2011 | 50,321,962 | $ | 115,144,787 | (1,286,174 | ) | $ | (6,000,000 | ) | $ | 93,972 | $ | (80,470,009 | ) | $ | 12,812,180 | $ | (122,749 | ) | $ | 41,458,181 | ||||||||||||||||
Common shares issued as part of merger with XenneX | 448,429 | 1,802,684 | 1,802,684 | |||||||||||||||||||||||||||||||||
Sales of common shares, net of fees paid and amortized | 314,386 | 1,002,220 | 1,002,220 | |||||||||||||||||||||||||||||||||
Exercise of options | 98,541 | 286,552 | 286,552 | |||||||||||||||||||||||||||||||||
Subsidiary shares issued as part of merger with XenneX | 2,501,415 | 2,501,415 | ||||||||||||||||||||||||||||||||||
Stock options granted for compensation | 1,560,469 | 1,560,469 | ||||||||||||||||||||||||||||||||||
Stock options granted for compensation in subsidiary | 24,531 | 274,656 | 299,187 | |||||||||||||||||||||||||||||||||
Outside investment in subsidiary with BioTime common shares | (592,533 | ) | (2,750,003 | ) | 2,750,003 | - | ||||||||||||||||||||||||||||||
Sales of treasury shares | 78,598 | 374,606 | 374,606 | |||||||||||||||||||||||||||||||||
Outside investment in subsidiaries in cash | 250,000 | 250,000 | ||||||||||||||||||||||||||||||||||
Outside investment in subsidiaries with stock | 1,740 | 1,740 | ||||||||||||||||||||||||||||||||||
Foreign currency translation gain | 63,179 | 63,179 | ||||||||||||||||||||||||||||||||||
NET LOSS | (21,425,703 | ) | (3,880,157 | ) | (25,305,860 | ) | ||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2012 | 51,183,318 | $ | 119,821,243 | (1,800,109 | ) | $ | (8,375,397 | ) | $ | 93,972 | $ | (101,895,712 | ) | $ | 14,709,837 | $ | (59,570 | ) | $ | 24,294,373 | ||||||||||||||||
Common shares issued as part of investment in subsidiary | 9,808,812 | 38,485,162 | (9,808,812 | ) | (38,485,162 | ) | ||||||||||||||||||||||||||||||
8,000,000 Warrants issued as part of investment in subsidiary | 18,276,406 | 18,276,406 | ||||||||||||||||||||||||||||||||||
Sale of common shares, net of fees paid and amortized and syndication costs | 6,284,456 | 22,297,209 | 22,297,209 | |||||||||||||||||||||||||||||||||
Warrants issued to outside investors | 1,848,730 | 1,848,730 | ||||||||||||||||||||||||||||||||||
Common shares issued for rent | 73,553 | 253,758 | 253,758 | |||||||||||||||||||||||||||||||||
Common shares issued for consulting services | 42,000 | 173,100 | 173,100 | |||||||||||||||||||||||||||||||||
Exercise of options | 20,000 | 46,000 | 46,000 | |||||||||||||||||||||||||||||||||
Stock options granted for compensation | 2,143,596 | 2,143,596 | ||||||||||||||||||||||||||||||||||
Stock options granted for compensation in subsidiary | 111,197 | 789,981 | 901,178 | |||||||||||||||||||||||||||||||||
Sale of treasury stock | 911,206 | 3,826,602 | 3,826,602 | |||||||||||||||||||||||||||||||||
Outside investment in subsidiary with cash | 5,255,502 | 5,255,502 | ||||||||||||||||||||||||||||||||||
Outside investment in subsidiary with assets | 15,732,524 | 15,732,524 | ||||||||||||||||||||||||||||||||||
Foreign currency translation gain | 119,469 | 119,469 | ||||||||||||||||||||||||||||||||||
Unrealized gain on available-for-sale securities | 3,000 | 3,000 | ||||||||||||||||||||||||||||||||||
NET LOSS | (43,882,835 | ) | (9,026,291 | ) | (52,909,126 | ) | ||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2013 | 67,412,139 | $ | 203,456,401 | (10,697,715 | ) | $ | (43,033,957 | ) | $ | 93,972 | $ | (145,778,547 | ) | $ | 27,461,553 | $ | 62,899 | $ | 42,262,321 |
Common Shares | Treasury Shares | |||||||||||||||||||||||||||||||||||
Number of Shares | Amount | Number of Shares | Amount | Contributed Capital | Accumulated Deficit | Noncontrolling Interest | Accumulated other comprehensive income | Total Equity/ (Deficit) | ||||||||||||||||||||||||||||
BALANCE AT JANUARY 1, 2010 | 33,667,659 | $ | 59,722,318 | - | $ | - | $ | 93,972 | $ | (52,769,891 | ) | $ | 4,000,590 | $ | - | $ | 11,046,989 | |||||||||||||||||||
Sale of ReCyte subsidiary shares to noncontrolling interest | 2,300,000 | 2,300,000 | ||||||||||||||||||||||||||||||||||
Noncontrolling interest in Cell Cure | 5,894,255 | 5,894,255 | ||||||||||||||||||||||||||||||||||
Common shares issued as part of acquisition of ESI | 1,383,400 | 11,011,864 | 11,011,864 | |||||||||||||||||||||||||||||||||
Common shares retired as payment for exercise of options | (40,125 | ) | (249,978 | ) | (249,978 | ) | ||||||||||||||||||||||||||||||
Exercise of options | 526,410 | 855,977 | 855,977 | |||||||||||||||||||||||||||||||||
Warrants exercised | 12,240,357 | 22,861,458 | 22,861,458 | |||||||||||||||||||||||||||||||||
Warrants issued as part of acquisition of ESI | 1,778,727 | 1,778,727 | ||||||||||||||||||||||||||||||||||
Warrants issued for services | 1,979,036 | 1,979,036 | ||||||||||||||||||||||||||||||||||
Modification cost of warrants | 2,142,202 | 2,142,202 | ||||||||||||||||||||||||||||||||||
Stock options granted for compensation | 1,033,824 | 1,033,824 | ||||||||||||||||||||||||||||||||||
Stock options granted for compensation in subsidiary | 61,172 | 61,172 | ||||||||||||||||||||||||||||||||||
Foreign currency translation gain | 897,338 | 897,338 | ||||||||||||||||||||||||||||||||||
NET LOSS | (11,184,618 | ) | (1,002,589 | ) | (12,187,207 | ) | ||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2010 | 47,777,701 | $ | 101,135,428 | - | $ | - | $ | 93,972 | $ | (63,954,509 | ) | $ | 11,253,428 | $ | 897,338 | $ | 49,425,657 | |||||||||||||||||||
Common shares issued as part of acquisition of CTI assets | 261,959 | 2,300,000 | 2,300,000 | |||||||||||||||||||||||||||||||||
Common shares issued as part of merger with Glycosan | 332,903 | 2,600,000 | 2,600,000 | |||||||||||||||||||||||||||||||||
Treasury shares issued as part of investment in subsidiary | 1,286,174 | 6,000,000 | (1,286,174 | ) | (6,000,000 | ) | - | |||||||||||||||||||||||||||||
Common shares retired as payment for exercise of options | (6,435 | ) | (28,067 | ) | (28,067 | ) | ||||||||||||||||||||||||||||||
Exercise of options | 450,660 | 251,981 | 251,981 | |||||||||||||||||||||||||||||||||
Warrants exercised | 219,000 | 425,000 | 425,000 | |||||||||||||||||||||||||||||||||
Warrants issued as part of merger with Glycosan | 954,879 | 954,879 | ||||||||||||||||||||||||||||||||||
Outside investment in subsidiaries | 3,213,500 | 3,213,500 | ||||||||||||||||||||||||||||||||||
Stock options granted for compensation | 1,505,566 | 1,505,566 | ||||||||||||||||||||||||||||||||||
Stock options granted for compensation in subsidiary | 273,635 | 273,635 | ||||||||||||||||||||||||||||||||||
Foreign currency translation gain | (1,020,087 | ) | (1,020,087 | ) | ||||||||||||||||||||||||||||||||
NET LOSS | (16,515,500 | ) | (1,928,383 | ) | (18,443,883 | ) | ||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2011 | 50,321,962 | $ | 115,144,787 | (1,286,174 | ) | $ | (6,000,000 | ) | $ | 93,972 | $ | (80,470,009 | ) | $ | 12,812,180 | $ | (122,749 | ) | $ | 41,458,181 | ||||||||||||||||
Common shares issued as part of merger with XenneX | 448,429 | 1,802,684 | 1,802,684 | |||||||||||||||||||||||||||||||||
Sales of common shares, net of fees paid and amortized | 314,386 | 1,002,220 | 1,002,220 | |||||||||||||||||||||||||||||||||
Exercise of options | 98,541 | 286,552 | 286,552 | |||||||||||||||||||||||||||||||||
Subsidiary shares issued as part of merger with XenneX | 2,501,415 | 2,501,415 | ||||||||||||||||||||||||||||||||||
Stock options granted for compensation | 1,560,469 | 1,560,469 | ||||||||||||||||||||||||||||||||||
Stock options granted for compensation in subsidiary | 24,531 | 274,656 | 299,187 | |||||||||||||||||||||||||||||||||
Outside investment in subsidiary with BioTime common shares | (592,533 | ) | (2,750,003 | ) | 2,750,003 | - | ||||||||||||||||||||||||||||||
Sales of treasury shares | 78,598 | 374,606 | 374,606 | |||||||||||||||||||||||||||||||||
Outside investment in subsidiaries in cash | 250,000 | 250,000 | ||||||||||||||||||||||||||||||||||
Outside investment in subsidiaries with stock | 1,740 | 1,740 | ||||||||||||||||||||||||||||||||||
Foreign currency translation gain | 63,179 | 63,179 | ||||||||||||||||||||||||||||||||||
NET LOSS | (21,425,703 | ) | (3,880,157 | ) | (25,305,860 | ) | ||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2012 | 51,183,318 | $ | 119,821,243 | (1,800,109 | ) | $ | (8,375,397 | ) | $ | 93,972 | $ | (101,895,712 | ) | $ | 14,709,837 | $ | (59,570 | ) | $ | 24,294,373 |
Year Ended | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
Net loss attributable to BioTime, Inc. | $ | (43,882,835 | ) | $ | (21,425,703 | ) | $ | (16,515,500 | ) | |||
Net loss allocable to noncontrolling interest | (9,026,291 | ) | (3,880,157 | ) | (1,928,383 | ) | ||||||
Adjustments to reconcile net loss attributable to BioTime, Inc. to net cash used in operating activities: | ||||||||||||
Acquired in-process research and development | 17,458,766 | - | - | |||||||||
Depreciation expense | 656,759 | 386,457 | 373,349 | |||||||||
Amortization of intangible assets | 3,295,716 | 2,446,975 | 1,991,200 | |||||||||
Amortization of deferred consulting fees | 65,118 | 598,465 | 598,465 | |||||||||
Amortization of deferred license fees | 109,500 | 109,500 | 109,500 | |||||||||
Amortization of deferred rent | (12,766 | ) | 1,890 | 71,118 | ||||||||
Amortization of deferred license, royalty and subscription revenues | (915,028 | ) | (211,065 | ) | (234,781 | ) | ||||||
Amortization of deferred grant revenues | - | (261,777 | ) | - | ||||||||
Amortization of stock-based prepaid rent | 84,586 | - | - | |||||||||
Stock-based compensation | 3,217,875 | 1,843,962 | 1,802,413 | |||||||||
Reduction in receivables from the reversal of revenues | - | 207,425 | - | |||||||||
Write-off of security deposit | - | - | 2,443 | |||||||||
Write-off of expired inventory | - | - | 1,510 | |||||||||
(Gain)/loss on sale or write-off of equipment | (5,120 | ) | 19,681 | 6,416 | ||||||||
Bad debt expense | - | 16,816 | 100,230 | |||||||||
Deferred income tax benefit | (3,280,695 | ) | - | - | ||||||||
Changes in operating assets and liabilities: | ||||||||||||
Accounts receivable, net | (180,933 | ) | 36,322 | (120,678 | ) | |||||||
Grant receivable | 560,286 | (416,787 | ) | 261,777 | ||||||||
Inventory | (123,378 | ) | (4,141 | ) | 31,094 | |||||||
Prepaid expenses and other current assets | 428,453 | (228,370 | ) | (704,854 | ) | |||||||
Other long term assets | (15,000 | ) | - | - | ||||||||
Accounts payable and accrued liabilities | 2,133,442 | 894,975 | 600,398 | |||||||||
Other long term liabilities | (57,824 | ) | (26,088 | ) | (39,633 | ) | ||||||
Deferred revenues | (19,244 | ) | 212,102 | - | ||||||||
Net cash used in operating activities | (29,508,613 | ) | (19,679,518 | ) | (13,593,916 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
Payments of license fees | - | - | (1,500 | ) | ||||||||
Purchase of equipment | (2,277,168 | ) | (400,810 | ) | (960,281 | ) | ||||||
Cash acquired in connection with merger with XenneX | - | 292,387 | - | |||||||||
Cash paid, net of cash acquired for CTI assets | - | - | (246,850 | ) | ||||||||
Cash acquired in connection with merger with Glycosan | - | - | 5,908 | |||||||||
Payment of transaction fees to Geron | (978,104 | ) | - | - | ||||||||
Payment of syndication fees incurred | (376,250 | ) | - | - | ||||||||
Cash proceeds from sale of equipment | 30,900 | 4,500 | - | |||||||||
Security deposit received/(paid) | (64,965 | ) | (764 | ) | 10 | |||||||
Net cash used in investing activities | (3,665,587 | ) | (104,687 | ) | (1,202,713 | ) |
Year Ended | ||||||||||||
December 31, | ||||||||||||
2012 | 2011 | 2010 | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
Net loss attributable to BioTime, Inc. | $ | (21,425,703 | ) | $ | (16,515,500 | ) | $ | (11,184,618 | ) | |||
Net loss allocable to noncontrolling interest | (3,880,157 | ) | (1,928,383 | ) | (1,002,589 | ) | ||||||
Adjustments to reconcile net loss attributable to BioTime, Inc. to net cash used in operating activities: | ||||||||||||
Depreciation expense | 386,457 | 373,349 | 138,659 | |||||||||
Amortization of intangible assets | 2,446,975 | 1,991,200 | 790,117 | |||||||||
Amortization of deferred consulting fees | 598,465 | 598,465 | 520,212 | |||||||||
Amortization of deferred license fees | 109,500 | 109,500 | 227,167 | |||||||||
Amortization of deferred rent | 1,890 | 71,118 | 21,029 | |||||||||
Amortization of deferred license, royalty and subscription revenues | (211,065 | ) | (234,781 | ) | (292,904 | ) | ||||||
Amortization of deferred grant revenues | (261,777 | ) | - | (1,620 | ) | |||||||
Stock-based compensation | 1,282,507 | 1,217,522 | 638,709 | |||||||||
Options issued as independent director compensation | 561,455 | 584,891 | 455,022 | |||||||||
Reduction in receivables from the reversal of revenues | 207,425 | - | - | |||||||||
Write-off of security deposit | - | 2,443 | - | |||||||||
Write-off of expired inventory | - | 1,510 | 4,008 | |||||||||
Loss on sale or write-off of equipment | 19,681 | 6,416 | 993 | |||||||||
Bad debt expense | 16,816 | 100,230 | - | |||||||||
Modification cost of warrants | - | - | 2,142,201 | |||||||||
Share in net loss of associated company | - | - | 258,493 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
Accounts receivable, net | 36,322 | (120,678 | ) | (77,907 | ) | |||||||
Grant receivable | (416,787 | ) | 261,777 | (256,714 | ) | |||||||
Inventory | (4,141 | ) | 31,094 | (11,094 | ) | |||||||
Prepaid expenses and other current assets | (228,370 | ) | (704,854 | ) | (392,820 | ) | ||||||
Accounts payable and accrued liabilities | 894,975 | 600,398 | 254,090 | |||||||||
Other long term liabilities | (26,088 | ) | (39,633 | ) | - | |||||||
Deferred revenues | 212,102 | - | 36,682 | |||||||||
Net cash used in operating activities | (19,679,518 | ) | (13,593,916 | ) | (7,732,884 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
Payments of license fees | - | (1,500 | ) | (215,000 | ) | |||||||
Purchase of equipment | (400,810 | ) | (960,281 | ) | (220,771 | ) | ||||||
Cash acquired in connection with merger with XenneX | 292,387 | - | - | |||||||||
Cash paid, net of cash acquired for CTI assets | - | (246,850 | ) | - | ||||||||
Cash acquired in connection with merger with Glycosan | - | 5,908 | - | |||||||||
Cash acquired, net of cash paid for Cell Cure Neurosciences shares | - | - | 3,733,110 | |||||||||
Note and related interest accrued converted to Cell Cure Neurosciences shares | - | - | (252,608 | ) | ||||||||
Cash acquired, net of cash paid for acquisition of ESI | - | - | 142,766 | |||||||||
Cash proceeds from sale of equipment | 4,500 | - | 6,000 | |||||||||
Security deposit received/(paid) | (764 | ) | 10 | 3,922 | ||||||||
Net cash provided by/(used in) investing activities | (104,687 | ) | (1,202,713 | ) | 3,197,419 |
Year Ended | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
Proceeds from exercises of stock options | 46,000 | 286,552 | 223,914 | |||||||||
Proceeds from exercises of warrants | - | - | 425,000 | |||||||||
Proceeds from issuance of common shares | 25,938,558 | 1,131,279 | - | |||||||||
Fees paid on sale of common shares | (818,201 | ) | (37,279 | ) | - | |||||||
Proceeds from sale of treasury shares | 3,841,749 | 282,826 | - | |||||||||
Proceeds from sale of common shares of subsidiary | 5,255,502 | 250,000 | 3,213,500 | |||||||||
Net cash provided by financing activities | 34,263,608 | 1,913,378 | 3,862,414 | |||||||||
Effect of exchange rate changes on cash and cash equivalents | 56,103 | 8,897 | (178,812 | ) | ||||||||
NET CHANGE IN CASH AND CASH EQUIVALENTS | 1,145,511 | (17,861,930 | ) | (11,113,027 | ) | |||||||
CASH AND CASH EQUIVALENTS: | ||||||||||||
At beginning of year | 4,349,967 | 22,211,897 | 33,324,924 | |||||||||
At end of year | $ | 5,495,478 | $ | 4,349,967 | $ | 22,211,897 | ||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||||||
Cash paid during year for interest | $ | 3,090 | $ | 315 | $ | 326 | ||||||
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES : | ||||||||||||
Common shares issued to Cell Cure in exchange for Cell Cure shares | $ | 3,499,999 | $ | - | $ | - | ||||||
Common shares issued for consulting services | $ | 173,100 | $ | - | $ | - | ||||||
Common shares issued for rent | $ | 253,758 | $ | - | $ | - | ||||||
Intangible assets acquired from Geron | $ | 29,017,009 | $ | - | $ | - | ||||||
Common shares issued to Asterias upon consummation of Asset Contribution Agreement (Treasury shares) | $ | 34,985,163 | $ | - | $ | - | ||||||
Common shares acquired in connection with investment in LifeMap as part of Share Exchange and Contribution Agreement | $ | - | $ | 2,750,003 | $ | - | ||||||
Common shares issued as part of merger with XenneX | $ | - | $ | 1,802,684 | $ | - | ||||||
Common shares issued in connection with investment in OncoCyte (Treasury shares) | $ | - | $ | - | $ | 6,000,000 | ||||||
Common shares issued in connection with the purchase of assets from CTI | $ | - | $ | - | $ | 2,300,000 | ||||||
Common shares issued as part of merger with Glycosan | $ | - | $ | - | $ | 2,600,000 | ||||||
Warrants issued to Asterias upon consummation of Asset Contribution Agreement | $ | 18,276,406 | $ | - | $ | - | ||||||
Warrants issued as part of merger with Glycosan | $ | - | $ | - | $ | 954,879 |
Year Ended | ||||||||||||
December 31, | ||||||||||||
2012 | 2011 | 2010 | ||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
Proceeds from exercises of stock options | 286,552 | 223,914 | 605,998 | |||||||||
Proceeds from exercises of warrants | - | 425,000 | 22,861,458 | |||||||||
Proceeds from issuance of common shares | 1,131,279 | - | - | |||||||||
Financing fees paid upon issuance of common shares | (37,279 | ) | - | - | ||||||||
Proceeds from sale of treasury shares | 282,826 | - | - | |||||||||
Proceeds from sale of common shares of subsidiary | 250,000 | 3,213,500 | 2,300,000 | |||||||||
Net cash provided by financing activities | 1,913,378 | 3,862,414 | 25,767,456 | |||||||||
Effect of exchange rate changes on cash and cash equivalents | 8,897 | (178,812 | ) | (96,148 | ) | |||||||
NET CHANGE IN CASH AND CASH EQUIVALENTS | (17,861,930 | ) | (11,113,027 | ) | 21,135,843 | |||||||
CASH AND CASH EQUIVALENTS: | ||||||||||||
At beginning of year | 22,211,897 | 33,324,924 | 12,189,081 | |||||||||
At end of year | $ | 4,349,967 | $ | 22,211,897 | $ | 33,324,924 | ||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||||||
Cash paid during year for interest | $ | 315 | $ | 326 | $ | 1,315 | ||||||
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES : | ||||||||||||
Common shares acquired in connection with investment in subsidiary as part of Share Exchange and Contribution Agreement | $ | 2,750,003 | $ | - | $ | - | ||||||
Common shares issued in connection with investment in subsidiary (Treasury shares) | $ | - | $ | 6,000,000 | $ | - | ||||||
Common shares issued in connection with the purchase of assets from CTI | $ | - | $ | 2,300,000 | $ | - | ||||||
Common shares issued as part of merger with XenneX | $ | 1,802,684 | $ | - | $ | - | ||||||
Common shares issued as part of merger with Glycosan | $ | - | $ | 2,600,000 | $ | - | ||||||
Common shares issued as part of acquisition of ESI | $ | - | $ | - | $ | 11,011,864 | ||||||
Common shares retired for exercise of options | $ | - | $ | - | $ | 249,979 | ||||||
Warrants issued as part of merger with Glycosan | $ | - | $ | 954,879 | $ | - | ||||||
Warrants issued as part of acquisition of ESI | $ | - | $ | - | $ | 1,778,727 | ||||||
Warrants issued for services | $ | - | $ | - | $ | 1,979,037 |
Subsidiary | BioTime Ownership | Country |
Asterias Biotherapeutics, Inc. | 71.6%(1) | USA |
ReCyte Therapeutics, Inc. | USA | |
OncoCyte Corporation | 75.3% | USA |
OrthoCyte Corporation | 100% | USA |
ES Cell International | 100% | Singapore |
BioTime Asia, Limited | 81% | Hong Kong |
Cell Cure Neurosciences Ltd. | Israel | |
LifeMap Sciences, Inc. | 73.2% | USA |
LifeMap Sciences, Ltd. | (2) | Israel |
(1) | BioTime’s percentage ownership was reduced from approximately 96.7% to approximately 71.6% on October 1, 2013 when Asterias issued common stock to BioTime |
(2) | LifeMap Sciences, Ltd. is a wholly-owned subsidiary of LifeMap Sciences, Inc. |
2012 | 2011 | 2013 | 2012 | |||||||||||||
Equipment, furniture and fixtures | $ | 2,098,812 | $ | 1,900,090 | $ | 4,431,586 | $ | 2,098,812 | ||||||||
Accumulated depreciation | (750,258 | ) | (552,311 | ) | (1,433,853 | ) | (750,258 | ) | ||||||||
Equipment net of accumulated depreciation | $ | 1,348,554 | $ | 1,347,779 | $ | 2,997,733 | $ | 1,348,554 |
2012 | 2011 | 2013 | 2012 | |||||||||||||
Intangible assets | $ | 25,702,909 | $ | 21,429,488 | $ | 54,719,918 | $ | 25,702,909 | ||||||||
Accumulated amortization | (5,216,117 | ) | (2,809,972 | ) | (8,511,833 | ) | (5,216,117 | ) | ||||||||
Intangible assets, net | $ | 20,486,792 | $ | 18,619,516 | $ | 46,208,085 | $ | 20,486,792 |
Year Ended | Amortization | |||
December 31, | Expense | |||
2014 | $ | 5,472,123 | ||
2015 | 5,472,123 | |||
2016 | 5,472,123 | |||
2017 | 5,472,123 | |||
Thereafter | 24,319,593 | |||
Total | $ | 46,208,085 |
Year Ended | Amortization | |||
December 31, | Expense | |||
2013 | $ | 2,570,291 | ||
2014 | 2,570,291 | |||
2015 | 2,570,291 | |||
2016 | 2,570,291 | |||
2017 | 2,570,291 | |||
Thereafter | 7,635,337 | |||
Total | $ | 20,486,792 |
Year Ended | Deferred License | |||
December 31, | Fees | |||
2014 | $ | 111,000 | ||
2015 | 111,000 | |||
2016 | 111,000 | |||
2017 | 111,000 | |||
Thereafter | 111,833 | |||
Total | $ | 555,833 |
Year Ended | Deferred License | |||
December 31, | Fees | |||
2013 | $ | 109,500 | ||
2014 | 109,500 | |||
2015 | 109,500 | |||
2016 | 109,500 | |||
2017 | 109,500 | |||
Thereafter | 101,333 | |||
Total | $ | 648,833 |
December 31, | December 31, | |||||||||||||||
2012 | 2011 | 2013 | 2012 | |||||||||||||
Accounts payable | $ | 1,168,077 | $ | 1,118,112 | $ | 3,887,950 | $ | 1,168,077 | ||||||||
Accrued bonuses | 497,843 | 583,620 | 600,000 | 497,843 | ||||||||||||
Other accrued liabilities | 2,324,042 | 979,379 | 2,234,674 | 2,324,042 | ||||||||||||
$ | 3,989,962 | $ | 2,681,111 | $ | 6,722,624 | $ | 3,989,962 |
Number of Warrants | Per share exercise price | Weighted Average Exercise Price | ||||||||||
Outstanding, January 1, 2011 | 649,000 | $ | 0.68 - 10.00 | $ | 6.42 | |||||||
Granted in 2011 | 206,613 | 10.00 | 10.00 | |||||||||
Exercised in 2011 | (219,000 | ) | 0.68 - 3.00 | 1.94 | ||||||||
Outstanding, December 31, 2011 | 636,613 | $ | 3.00 – 10.00 | $ | 9.13 | |||||||
Expired in 2012 | (80,000 | ) | 3.00 | 3.00 | ||||||||
Outstanding, December 31, 2012 | 556,613 | $ | 10.00 | $ | 10.00 | |||||||
Granted in 2013 | 9,195,002 | 5.00 | 5.00 | |||||||||
Outstanding, December 31, 2013 | 9,751,615 | $ | 5.00 – 10.00 | $ | 5.29 |
Number of Warrants | Per share exercise price | Weighted Average Exercise Price | ||||||||||
Outstanding, January 1, 2010 | 12,264,345 | $ | 2.00 | $ | 1.99 | |||||||
Granted in 2010 | 650,000 | 3.00 - 10.00 | 6.77 | |||||||||
Exercised in 2010 | (12,240,357 | ) | 1.818 - 2.00 | 1.87 | ||||||||
Exercised in 2010 | (24,988 | ) | 2.00 | 2.00 | ||||||||
Outstanding, December 31, 2010 | 649,000 | $ | .68 - 10.00 | $ | 6.42 | |||||||
Granted in 2011 | 206,613 | 10.00 | 10.00 | |||||||||
Exercised in 2011 | (219,000 | ) | .68 - 3.00 | 1.94 | ||||||||
Outstanding, December 31, 2011 | 636,613 | $ | 3.00 – 10.00 | $ | 9.13 | |||||||
Expired in 2012 | (80,000 | ) | 3.00 | 3.00 | ||||||||
Outstanding, December 31, 2012 | 556,613 | $ | 10.00 | $ | 10.00 |
Options Available for Grant | Number of Options Outstanding | Weighted Average Exercise Price | Options Available for Grant | Number of Options Outstanding | Weighted Average Exercise Price | |||||||||||||||||||
January 1, 2011 | 7,703,060 | 4,312,640 | $ | 0.74 | 7,703,060 | 4,312,640 | $ | 0.74 | ||||||||||||||||
Added upon adoption of option plan in 2011 | 8,000,000 | - | - | 8,000,000 | - | - | ||||||||||||||||||
Granted in 2011 | (4,685,000 | ) | 4,685,000 | 0.36 | (4,685,000 | ) | 4,685,000 | 0.36 | ||||||||||||||||
Forfeited/Exercised in 2011 | 200,000 | (200,000 | ) | 0.05 | 200,000 | (200,000 | ) | 0.05 | ||||||||||||||||
December 31, 2011 | 11,218,060 | 8,797,640 | $ | 0.56 | 11,218,060 | 8,797,640 | $ | 0.56 | ||||||||||||||||
Reverse stock split and change in plan in 2012 | (3,697,014 | ) | (2,460,717 | ) | - | (3,697,014 | ) | (2,460,717 | ) | - | ||||||||||||||
Granted in 2012 | (1,479,490 | ) | 1,479,490 | 1.39 | (1,479,490 | ) | 1,479,490 | 1.39 | ||||||||||||||||
Forfeited/Exercised in 2012 | - | - | - | - | - | - | ||||||||||||||||||
December 31, 2012 | 6,041,556 | 7,816,413 | $ | 0.93 | 6,041,556 | 7,816,413 | $ | 0.93 | ||||||||||||||||
Increase option pool | 500,000 | - | - | |||||||||||||||||||||
Granted in 2013 | (4,434,995 | ) | 4,434,995 | 2.11 | ||||||||||||||||||||
Expired/Forfeited/Exercised in 2013 | 785,000 | (785,000 | ) | 1.95 | ||||||||||||||||||||
December 31, 2013 | 2,891,561 | 11,466,408 | $ | 1.32 |
· | In January 2013, as additional consideration for the lease for an office and research facility located in Menlo Park, California, BioTime issued to the landlord 73,553 BioTime common shares having a market value of $242,726, determined based upon the average closing price of BioTime common shares on the NYSE MKT for a designated period of time prior to the signing of the lease. For accounting purposes, these shares were revalued at $253,758 which was based on the closing price of BioTime common shares on the NYSE MKT on the date the lease was fully executed at which time the shares were issued. |
· | In January 2013, BioTime and a private investor entered into a Stock and Warrant Purchase Agreement under which BioTime received $5,000,000 for the sale of 1,350,000 BioTime common shares and warrants to purchase 649,999 additional BioTime common shares at an exercise price of $5.00 per share. |
· | In January 2013, in accordance with a November 1, 2012 Share Purchase Agreement between BioTime and Cell Cure Neurosciences, BioTime purchased 87,456 Cell Cure Neurosciences ordinary shares in exchange for 906,735 of BioTime common shares. |
· | In June 2013, BioTime sold an aggregate of 2,180,016 common shares and 545,004 warrants to purchase common shares, in "units" with each unit consisting of one common share and one-quarter of a warrant, at an offering price of $4.155 per unit, to certain investors through an offering registered under the Securities Act. BioTime received gross proceeds of $9,057,967 from the sale of the common shares and warrants. The warrants have an initial exercise price of $5.00 per share and are exercisable during the five year period beginning on the date of issuance, June 6, 2013. |
· | In October 2013, BioTime issued 8,902,077 common shares and warrants to purchase 8,000,000 common shares to Asterias under the Asset Contribution Agreement. |
· | During 2013 BioTime sold 3,665,646 BioTime common shares for gross proceeds of $15,722,339 at prevailing market prices through BioTime’s $25 million Controlled Equity Offering facility which was established with Cantor Fitzgerald & Co. |
BioTime received total cash of $286,552 for the exercise of 98,541 options at a weighted average exercise price of $2.91. |
BioTime issued 448,429 common shares as consideration for the merger of XenneX, Inc. with |
In July and in December 2012, LifeMap Sciences received $250,000 cash and 592,533 BioTime common shares having a market value of $2,750,003 from certain private investors in exchange for 1,714,287 LifeMap Sciences shares of common stock. LifeMap Sciences sold 78,598 BioTime common shares for gross proceeds of $282,826 during 2012 and the remaining 513,935 BioTime common shares held by LifeMap Sciences are accounted for as treasury stock as of December 31, 2012. See Note 8. |
During 2012 BioTime sold 314,386 BioTime common shares for gross proceeds of $1,131,279 at prevailing market prices through BioTime’s |
Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||
All stock-based compensation expense: | 2012 | 2011 | 2010 | 2013 | 2012 | 2011 | ||||||||||||||||||
Research and Development | $ | 815,052 | $ | 885,581 | $ | 473,893 | $ | 829,938 | $ | 815,052 | $ | 885,581 | ||||||||||||
General and Administrative | 1,028,910 | 916,832 | 619,838 | 2,214,836 | 1,028,910 | 916,832 | ||||||||||||||||||
All stock-based compensation expense included in expenses | $ | 1,843,962 | $ | 1,802,413 | $ | 1,093,731 | $ | 3,044,774 | $ | 1,843,962 | $ | 1,802,413 |
Year Ended December 31, | Year Ended December 31, | |||||||||||||
2012 | 2011 | 2013 | 2012 | |||||||||||
Expected life (in years) | 6.35 | 6.46 | 6.68 | 6.35 | ||||||||||
Risk-free interest rates | 1.06 | % | 1.85 | % | 1.51 | % | 1.06 | % | ||||||
Volatility | 98.88 | % | 106.49 | % | 95.22 | % | 98.88 | % | ||||||
Dividend yield | 0.0 | % | 0.0 | % | 0 | % | 0 | % |
Options Available for Grant | Number of Options Outstanding | Weighted Average Exercise Price | ||||||||||
January 31, 2011 | 1,842,168 | 3,320,590 | $ | 1.13 | ||||||||
Granted under 2002 Plan | (560,443 | ) | 560,443 | 4.89 | ||||||||
Exercised | - | (450,660 | ) | 0.50 | ||||||||
Forfeited/expired | 21,468 | (21,468 | ) | 5.60 | ||||||||
December 31, 2011 | 1,303,193 | 3,408,905 | $ | 2.18 | ||||||||
Granted under 2002 Plan | (280,000 | ) | 280,000 | 4.75 | ||||||||
Granted under 2012 Plan | (255,000 | ) | 255,000 | 3.45 | ||||||||
Exercised | - | (98,541 | ) | 2.91 | ||||||||
Forfeited/expired under 2002 Plan | - | (164,063 | ) | 5.60 | ||||||||
Added by 2012 Plan (1) | 4,000,000 | - | - | |||||||||
Reduce options ungranted under 2002 Plan (2) | (1,023,193 | ) | - | - | ||||||||
December 31, 2012 | 3,745,000 | 3,681,301 | $ | 1.96 | ||||||||
Granted under 2012 Plan | (1,585,000 | ) | 1,585,000 | 4.13 | ||||||||
Exercised | - | (20,000 | ) | 2.30 | ||||||||
Forfeited/expired under 2002 Plan | - | (524,166 | ) | 4.01 | ||||||||
Forfeited/expired under 2012 Plan | 155,000 | (155,000 | ) | 4.18 | ||||||||
December 31, 2013 | 2,315,000 | 4,567,135 | $ | 2.71 |
Options Available for Grant | Number of Options Outstanding | Weighted Average Exercise Price | ||||||||||
January 1, 2010 | 2,087,168 | 3,477,000 | $ | 1.13 | ||||||||
Granted | (245,000 | ) | 245,000 | 6.75 | ||||||||
Exercised (1) | (401,410 | ) | 1.56 | |||||||||
December 31, 2010 | 1,842,168 | 3,320,590 | $ | 1.13 | ||||||||
Granted | (560,443 | ) | 560,443 | 4.89 | ||||||||
Exercised | - | (450,660 | ) | 0.50 | ||||||||
Forfeited/expired | 21,468 | (21,468 | ) | 5.60 | ||||||||
December 31, 2011 | 1,303,193 | 3,408,905 | $ | 2.18 | ||||||||
Granted under 2002 Plan | (280,000 | ) | 280,000 | 4.75 | ||||||||
Granted under 2012 Plan | (255,000 | ) | 255,000 | 3.45 | ||||||||
Exercised | - | (98,541 | ) | 2.91 | ||||||||
Forfeited/expired under 2002 Plan | - | (164,063 | ) | 5.60 | ||||||||
Added by 2012 Plan (2) | 4,000,000 | - | - | |||||||||
Reduce options ungranted under 2002 Plan (3) | (1,023,193 | ) | - | - | ||||||||
December 31, 2012 | 3,745,000 | 3,681,301 | $ | 1.96 |
During December 2012, the 2012 Equity Incentive Plan was approved by the BioTime Board of Directors making 4,000,000 common shares available for the grant of options. This plan |
During September 2012, the 2002 Plan expired. |
Options Outstanding | Options Exercisable | |||||||||||||||||||
Range of Exercise Prices | Number Outstanding | Weighted Avg. Remaining Contractual Life (years) | Weighted Avg. Exercise Price | Number Exercisable | Weighted Avg. Exercise Price | |||||||||||||||
$0.50 | 1,970,400 | 0.77 | $ | 0.50 | 1,970,400 | $ | 0.50 | |||||||||||||
2.30-8.58 | 2,596,735 | 4.86 | 4.39 | 1,277,262 | 4.54 | |||||||||||||||
$0.50-$8.58 | 4,567,135 | 3.10 | $ | 2.71 | 3,247,662 | $ | 2.09 |
Options Outstanding | Options Exercisable | |||||||||||||||||||
Range of Exercise Prices | Number Outstanding | Weighted Avg. Remaining Contractual Life | Weighted Avg. Exercise Price | Number Exercisable | Weighted Avg. Exercise Price | |||||||||||||||
(years) | ||||||||||||||||||||
$0.50 | 1,970,400 | 1.77 | $ | 0.50 | 1,970,400 | $ | 0.50 | |||||||||||||
2.30-8.58 | 1,710,901 | 4.06 | 4.43 | 1,004,007 | 4.36 | |||||||||||||||
$0.50-$8.58 | 3,681,301 | 2.84 | $ | 2.32 | 2,974,407 | $ | 1.80 |
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Range of Exercise Prices | Number Outstanding | Weighted Avg. Remaining Contractual Life (years) | Weighted Avg. Exercise Price | Number Exercisable | Weighted Avg. Exercise Price | ||||||||||||||||
$0.003-$0.75 | 5,256,226 | 5.96 | $ | 0.36 | 4,089,035 | $ | 0.35 | ||||||||||||||
1.00-1.75 | 2,072,342 | 5.86 | 1.57 | 571,073 | 1.43 | ||||||||||||||||
2.05-2.34 | 4,080,000 | 6.39 | 2.25 | 1,294,062 | 2.16 | ||||||||||||||||
27.00-42.02 | 7,840 | 6.80 | 37.35 | 7,840 | 37.35 | ||||||||||||||||
$0.003-$42.02 | 11,416,408 | 6.10 | $ | 1.28 | 5,962,010 | $ | 0.89 |
Options Outstanding | Options Exercisable | |||||||||||||||||||
Range of Exercise Prices | Number Outstanding | Weighted Avg. Remaining Contractual Life | Weighted Avg. Exercise Price | Number Exercisable | Weighted Avg. Exercise Price | |||||||||||||||
(years) | ||||||||||||||||||||
$0.003-$0.10 | 5,216,226 | 6.95 | $ | 0.37 | 2,790,371 | $ | 0.34 | |||||||||||||
1.00-1.75 | 1,042,347 | 6.01 | 1.37 | 212,250 | 1.01 | |||||||||||||||
2.05 | 1,550,000 | 7.43 | 2.05 | 681,250 | 2.05 | |||||||||||||||
27.00-42.02 | 7,840 | 7.80 | 37.35 | 7,840 | 37.35 | |||||||||||||||
$0.003-$42.02 | 7,816,413 | 6.92 | $ | 0.87 | 3,691,711 | $ | 0.77 |
Components of the purchase price: | ||||
BioTime common shares | $ | 11,011,864 | ||
BioTime warrants | 1,778,727 | |||
Cash | 80,000 | |||
Total purchase price | $ | 12,870,591 | ||
Preliminary allocation of purchase price: | ||||
Assets acquired and liabilities assumed: | ||||
Cash | $ | 222,802 | ||
Prepaid and other current assets | 65,015 | |||
Property and equipment | 96,677 | |||
Equity investment in Cell Cure Neurosciences | 2,766,400 | |||
Intangible assets, patents | 9,937,529 | |||
Current liabilities | (217,832 | ) | ||
Net assets acquired | $ | 12,870,591 |
Components of the purchase price: | ||||
Note receivable | $ | 250,000 | ||
Interest accrued on note receivable | 2,608 | |||
Cash | 3,847,392 | |||
Total purchase price | $ | 4,100,000 | ||
Allocation of purchase price: | ||||
Assets acquired and liabilities assumed: | ||||
Cash | $ | 480,502 | ||
Prepaid and other current assets | 472,636 | |||
Property and equipment | 391,694 | |||
Intangible assets | 5,480,634 | |||
ESI's equity investment in Cell Cure Neurosciences | (2,705,745 | ) | ||
Total investment | 7,100,000 | |||
Noncontrolling interest | (5,894,255 | ) | ||
Current liabilities | (1,225,466 | ) | ||
Net assets acquired | $ | 4,100,000 |
Components of the purchase price: | ||||
BioTime common shares | $ | 2,300,000 | ||
Cash | 250,000 | |||
Total purchase price | $ | 2,550,000 | ||
Preliminary allocation of purchase price: | ||||
Assets acquired and liabilities assumed: | ||||
Cash | $ | 3,150 | ||
Other current assets | 2,443 | |||
Due from sellers | 593,353 | |||
Intangible assets | 2,419,287 | |||
Current liabilities | (468,233 | ) | ||
Net assets acquired | $ | 2,550,000 |
Components of the purchase price: | ||||
BioTime common shares | $ | 2,600,000 | ||
BioTime warrants | 954,879 | |||
Total purchase price | $ | 3,554,879 | ||
Allocation of purchase price: | ||||
Assets acquired and liabilities assumed: | ||||
Cash | $ | 5,908 | ||
Other current assets | 64,520 | |||
Property, plant and equipment, net | 81,183 | |||
Intangible assets | 3,592,039 | |||
Current liabilities | (188,771 | ) | ||
Net assets acquired | $ | 3,554,879 |
Components of the purchase price: | ||||
BioTime common shares | $ | 1,802,684 | ||
LifeMap Sciences common shares | 2,501,415 | |||
Total purchase price | $ | 4,304,099 | ||
Preliminary allocation of purchase price: | ||||
Assets acquired and liabilities assumed: | ||||
Cash | $ | 292,387 | ||
Other current assets | 311,118 | |||
Intangible assets | 4,273,420 | |||
Current liabilities | (294,572 | ) | ||
Cash distributable to sellers | (278,254 | ) | ||
Net assets acquired | $ | 4,304,099 |
Components of the purchase price: | ||||
BioTime common shares | $ | 1,802,684 | ||
LifeMap Sciences common shares | 2,501,415 | |||
Total purchase price | $ | 4,304,099 | ||
Preliminary allocation of purchase price: | ||||
Assets acquired and liabilities assumed: | ||||
Cash | $ | 292,387 | ||
Other current assets | 311,118 | |||
Intangible assets | 4,273,420 | |||
Current liabilities | (294,572 | ) | ||
Cash distributable to sellers | (278,254 | ) | ||
Net assets acquired | $ | 4,304,099 |
Consideration transferred to BioTime: | ||||
Asterias Series B shares | $ | 52,164,568 | ||
Warrants to purchase Asterias Series B shares | 2,012,481 | |||
Excess of contributed assets’ value over consideration | 4,800,063 | |||
Total consideration issued | $ | 58,977,112 | ||
Assets transferred by BioTime: | ||||
BioTime common shares, at fair value | $ | 34,985,163 | ||
BioTime Warrants, at fair value | 18,276,406 | |||
Cancellation of outstanding obligation to BioTime | 5,000,000 | |||
Investment in affiliates, at cost | 415,543 | |||
Geron asset acquisition related transaction costs paid by BioTime | 300,000 | |||
Total assets transferred | $ | 58,977,112 |
Consideration paid to Geron: | ||||
Asterias Series A shares, net of share issuance costs of $541,800 | $ | 15,121,222 | ||
Obligation to distribute BioTime Warrants | 18,276,406 | |||
Transaction and other costs | 1,519,904 | |||
Total consideration paid | $ | 34,917,532 | ||
Assets acquired from Geron (preliminary allocation): | ||||
Patents and other intellectual property rights related to hES cells | $ | 29,017,009 | ||
Deferred tax liability arising from difference in book versus tax basis on Geron intangible assets acquired | (11,558,243 | ) | ||
IPR&D expensed upon acquisition | 17,458,766 | |||
Total assets and in-process research and development acquired | $ | 34,917,532 |
Year Ending December 31, | Minimum lease payments | |||
2014 | 1,188,316 | |||
2015 | 1,973,845 | |||
2016 | 1,266,825 | |||
2017 | 1,271,160 | |||
2018 | 1,308,120 | |||
Thereafter | 5,262,840 | |||
Total | 12,271,106 |
Year Ending December 31, | Minimum lease payments | |||
2013 | $ | 1,021,054 | ||
2014 | 879,638 | |||
2015 | 804,341 | |||
2016 | 32,625 | |||
2017 | - | |||
Thereafter | - |
2012 | 2011 | 2013 | 2012 | |||||||||||||
Deferred tax assets: | ||||||||||||||||
Deferred tax assets/(liabilities): | ||||||||||||||||
Net operating loss carryforwards | $ | 36,111,000 | $ | 32,580,000 | $ | 46,711,000 | $ | 36,111,000 | ||||||||
Research & development and other credits | 1,856,000 | 1,764,000 | 2,329,000 | 1,856,000 | ||||||||||||
Patents and licenses | (11,934,000 | ) | (1,066,000 | ) | ||||||||||||
Other, net | 1,066,000 | 596,000 | 737,000 | - | ||||||||||||
Total | 36,901,000 | 34,940,000 | 37,843,000 | 36,901,000 | ||||||||||||
Valuation allowance | (36,901,000 | ) | (34,940,000 | ) | (46,121,000 | ) | (36,901,000 | ) | ||||||||
Net deferred tax assets | $ | - | $ | - | ||||||||||||
Net deferred tax liabilities | $ | (8,278,000 | ) | $ | - |
Year Ended December 31, | Year Ended December 31, | ||||||||||||||
2012 | 2011 | 2010 | 2013 | 2012 | 2011 | ||||||||||
Computed tax benefit at federal statutory rate | (34 | %) | (34 | %) | (34 | %) | (34%) | (34%) | (34%) | ||||||
Permanent differences | 3 | % | (1 | %) | 8 | % | 15% | 3% | (1%) | ||||||
Losses for which no benefit has been recognized | 28 | % | 41 | % | 32 | % | 18% | 28% | 41% | ||||||
State tax benefit, net of effect on federal income taxes | - | (6 | %) | (6 | %) | (4%) | - | (6%) | |||||||
Foreign rate differential | 3 | % | - | - | (1%) | 3% | - | ||||||||
0 | % | 0 | % | 0 | % | (6%) | 0% | 0% |
Geographic Area | Revenues for the Year ending December 31, | Revenues for the Year ending December 31, | ||||||||||||||||||||||
2012 | 2011 | 2010 | ||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||||
Domestic | $ | 2,529,669 | $ | 3,059,810 | $ | 3,311,211 | $ | 2,106,161 | $ | 2,529,669 | $ | 3,059,810 | ||||||||||||
Asia | 1,385,658 | 1,374,349 | 396,807 | 2,328,175 | 1,385,658 | 1,374,349 | ||||||||||||||||||
Total revenues | $ | 3,915,327 | $ | 4,434,159 | $ | 3,708,018 | $ | 4,434,336 | $ | 3,915,327 | $ | 4,434,159 |
Sources of Revenues | % of Total Revenues for Year ended December 31, | |||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Hospira | 6.5 | % | 11.0 | % | 14.2 | % | ||||||||
CJ | 1.7 | % | 2.9 | % | 3.5 | % | ||||||||
Summit | 20.3 | % | 3.7 | % | 3.3 | % | ||||||||
CIRM | 0.0 | % | 26.7 | % | 35.4 | % | ||||||||
NIH | 5.0 | % | 1.2 | % | 0.6 | % | ||||||||
OCS | 27.9 | % | 26.0 | % | 23.0 | % | ||||||||
Subscription and Advertising (various customers) | 38.6 | % | 28.5 | % | 20.0 | % |
Sources of Revenues | % of Total Revenues for Year ended December 31, | ||||||||
2012 | 2011 | 2010 | |||||||
Hospira | 11.0 | % | 14.2 | % | 22.7 | % | |||
CJ | 2.9 | % | 3.5 | % | 6.8 | % | |||
Summit | 3.7 | % | 3.3 | % | 3.9 | % | |||
CIRM | 26.7 | % | 35.4 | % | 42.5 | % | |||
QTDP | - | - | 19.8 | % | |||||
OCS | 26.0 | % | 23.0 | % | - | ||||
Others | 29.7 | % | 20.6 | % | 4.3 | % |
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||
Revenues, net | $ | 431,724 | $ | 1,035,514 | $ | 507,384 | $ | 1,670,063 | ||||||||
Acquired in-process research and development(1) | - | - | - | 17,458,766 | ||||||||||||
Operating expenses | 8,811,633 | 9,151,965 | 10,709,337 | 13,504,740 | ||||||||||||
Loss from operations | (8,379,909 | ) | (8,116,451 | ) | (10,201,953 | ) | (29,293,443 | ) | ||||||||
Net loss attributable to BioTime, Inc.(2) | (7,719,263 | ) | (7,549,765 | ) | (9,003,168 | ) | (19,612,314 | ) | ||||||||
Basic and diluted net loss per share | (0.15 | ) | (0.14 | ) | (0.16 | ) | (0.35 | ) | ||||||||
Year Ended December 31, 2012 | ||||||||||||||||
Revenues, net | $ | 631,946 | $ | 949,746 | $ | 833,817 | $ | 1,065,547 | ||||||||
Operating expenses | 6,547,486 | 7,029,077 | 6,780,375 | 8,124,795 | ||||||||||||
Loss from operations | (5,915,540 | ) | (6,079,331 | ) | (5,946,558 | ) | (7,059,248 | ) | ||||||||
Net loss attributable to BioTime, Inc. | (4,973,342 | ) | (5,457,222 | ) | (4,958,014 | ) | (6,037,125 | ) | ||||||||
Basic and diluted net loss per share | (0.10 | ) | (0.11 | ) | (0.10 | ) | (0.12 | ) |
(1) | Includes IPR&D expenses related to intangible assets acquired by Asterias from Geron under the Asset Contribution Agreement. IPR&D represents the value of incomplete research and development projects which Asterias intends to continue. See Notes 2 and 15. |
(2) | Net of $3,280,695 income tax benefits in fourth quarter. |
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
Year Ended December 31, 2012 | ||||||||||||||||
Revenues, net | $ | 631,946 | $ | 949,746 | $ | 833,817 | $ | 1,065,547 | ||||||||
Operating expenses | 6,547,486 | 7,029,077 | 6,780,375 | 8,124,795 | ||||||||||||
Loss from operations | (5,915,540 | ) | (6,079,331 | ) | (5,946,558 | ) | (7,059,248 | ) | ||||||||
Net loss attributable to BioTime, Inc. | (4,973,342 | ) | (5,457,222 | ) | (4,958,014 | ) | (6,037,125 | ) | ||||||||
Basic and diluted net loss per share | (0.10 | ) | (0.11 | ) | (0.10 | ) | (0.12 | ) | ||||||||
Year Ended December 31, 2011 | ||||||||||||||||
Revenues, net | $ | 824,629 | $ | 755,553 | $ | 1,143,054 | $ | 1,631,526 | ||||||||
Operating expenses | 4,850,516 | 5,736,547 | 5,375,419 | 7,078,711 | ||||||||||||
Loss from operations | (4,027,887 | ) | (4,980,994 | ) | (4,232,365 | ) | (5,447,185 | ) | ||||||||
Net loss attributable to BioTime, Inc. | (3,362,132 | ) | (4,277,928 | ) | (3,737,626 | ) | (5,137,814 | ) | ||||||||
Basic and diluted net loss per share | (0.07 | ) | (0.09 | ) | (0.08 | ) | (0.10 | ) |
Year Ended December 31, | ||||||||
2013 | 2012 | |||||||
Revenues | $ | 4,434,336 | $ | 4,206,973 | ||||
(Loss) available to common shareholders(1) | $ | (26,424,069 | ) | $ | (38,781,953 | ) | ||
(Loss) per common share – basic | $ | (0.49 | ) | $ | (0.78 | ) | ||
(Loss) per common share – diluted | $ | (0.49 | ) | $ | (0.78 | ) |
Year Ended December 31, | ||||||||
2012 | 2011 | |||||||
Revenues | $ | 4,206,973 | $ | 5,111,792 | ||||
(Loss) available to common shareholders | $ | (21,323,187 | ) | $ | (16,336,709 | ) | ||
(Loss) per common share – basic | $ | (0.43 | ) | $ | (0.33 | ) | ||
(Loss) per common share – diluted | $ | (0.43 | ) | $ | (0.33 | ) |
(1) | For 2012, includes $17,458,766 of IPR&D acquired under the Asset Contribution Agreement which was completed on October 1, 2013. See Note 15. |
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; |
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and |
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Exhibit Numbers | Description | |
2.1 | ||
Agreement and Plan of Merger, dated February 11, 2010, between Glycosan BioSystems, Inc., OrthoCyte Corporation, and BioTime, Inc. | ||
2.2 | 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). | |
2.3 | Asset Contribution Agreement, dated January 4, 2013, by and among BioTime, Inc., BioTime Acquisition Corporation, and Geron Corporation. | |
3.1 | Articles of Incorporation with all | |
3.2 | By-Laws, As Amended. | |
4.1 | Specimen of Common Share Certificate. | |
4.2 | Specimen of Series A Convertible Preferred Stock Certificate (6) | |
4.3 | Certificate of Determination of Series A Convertible Preferred Stock (6) | |
4.4 | Warrant Agreement between BioTime, Inc., Broadwood Partners, L.P., and George Karfunkel. | |
4.5 | Form of Warrant. | |
4.6 | Warrant Agreement between BioTime, Inc. and Biomedical Sciences Investment Fund Pte. Ltd. | |
4.7 | Warrant Agreement between BioTime, Inc. and Romulus Films, Ltd. | |
4.8 | Form of Warrant. (included in Exhibit 4.7) (9) | |
4.9 | Form of Warrant Issued June 2013 (10) | |
4.10 | Warrant Agreement, dated as of October 1, 2013, between BioTime, Inc. and American Stock Transfer & Trust Company, LLC as Warrant Agent for the benefit of Asterias Biotherapeutics, Inc. (11) | |
4.11 | Warrant Issued October 1, 2013 to Asterias Biotherapeutics, Inc. (included in Exhibit 4.6) | |
10.1 | Intellectual Property Agreement between BioTime, Inc. and Hal Sternberg. | |
10.2 | Intellectual Property Agreement between BioTime, Inc. and Judith Segall. | |
10.3 | 2002 Stock Option Plan, as amended. | |
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) | |
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). | |
10.6 | Exclusive License Agreement between BioTime, Inc. and CJ Corp. | |
10.7 | Hextend® and PentaLyte® Collaboration Agreement between BioTime, Inc. and Summit Pharmaceuticals International | |
10.8 | Addendum to Hextend® and PentaLyte® Collaboration Agreement Between BioTime Inc. and Summit Pharmaceuticals International | |
10.9 | Amendment to Exclusive License Agreement Between BioTime, Inc. and Hospira, Inc. | |
10.10 | Hextend® and PentaLyte® China License Agreement Between BioTime, Inc. and Summit Pharmaceuticals International | |
10.11 | Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Michael D. West. | |
10.12 | Commercial License and Option Agreement between BioTime and Wisconsin Alumni Research | |
10.13 | ||
License Agreement, dated July 10, 2008, between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. | ||
10.14 | License Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. | |
10.15 | Sublicense Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. | |
10.16 | Stem Cell Agreement, dated February 23, 2009, between Embryome Sciences, Inc. and Reproductive Genetics | |
10.17 | First Amendment of Commercial License and Option Agreement, dated March 11, 2009, between BioTime and Wisconsin Alumni Research |
10.18 | Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Robert | |
Registration Rights Agreement between OncoCyte Corporation and George | ||
10.20 | 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. | |
10.21 | 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. | |
10.22 | 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) | |
10.23 | Amended and Restated Research and License Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. |
10.24 | Additional Research Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. | |
10.25 | Exclusive License Agreement, dated November 20, 2007, between Cell Targeting, Inc. and Burnham Institute for Medical Research. | |
10.26 | OncoCyte Corporation 2010 Stock Option Plan; Form of OncoCyte Corporation Stock Option | |
10.27 | OrthoCyte Corporation 2010 Stock Option Plan; Form of OrthoCyte Corporation Stock Option |
10.28 | BioTime Asia, Limited 2010 Stock Option Plan; Form of BioTime Asia Limited Stock Option | |
10.29 | Lease, dated October 28, 2010, between SKS Harbor Bay Associates, LLC and BioTime, Inc. | |
10.30 | Employment Agreement, dated June 28, 2011, between | |
10.31 | License Agreement between BioTime, Inc. and Cornell University (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) | |
10.32 | 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) | |
10.33 | LifeMap, Inc. 2011 Stock Option Plan; and Form of LifeMap, Inc. Stock Option | |
Share Exchange and Contribution Agreement, dated July 24, 2012, among LifeMap Sciences, Inc., Alfred D. Kingsley, and Greenway Partners, L.P. (30) |
10.35 | Exclusive License Agreement, dated February 15, 2006, between Glycosan BioSystems, Inc. and the University of Utah Research Foundation, as | |
10.36 | 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. | |
10.37 | Share Purchase Agreement, dated November 1, 2012, between Cell Cure Neurosciences, Ltd. and BioTime, Inc. | |
10.38 | 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. | |
10.39 | Indemnification Agreement, dated January 4, 2013, by and among BioTime, Inc., Broadwood Partners, L.P, and Neal | |
10.40 | Indemnification Agreement, dated January 4, 2013, by and among BioTime, Inc., Alfred D. Kingsley, Greenbelt Corp. and Greenway Partners, L.P. | |
10.41 | Stock and Warrant Purchase Agreement, dated January 4, 2013, between BioTime, Inc. and Romulus Films, Ltd. |
10.42 | Stock and Warrant Purchase Agreement, dated January 4, 2013, between BioTime Acquisition Corporation and Romulus Films, Ltd. | |
10.43 | Business Park Lease, dated January 7, 2013, between David D. Bohannon Organization and BioTime, Inc. | |
10.44 | Stock Purchase Agreement, dated January 7, 2013, between David D. Bohannon Organization and BioTime, Inc. | |
10.45 | Amendment of Stock and Warrant Purchase Agreement, dated March 7, 2013, between BioTime, Inc. and Romulus Films, Ltd. | |
10.46 | Stock and Warrant Purchase Agreement, dated June 3, 2013, between BioTime, Inc. and certain investors (33) | |
10.47 | Option Agreement, dated June 3, 2013, between BioTime, Inc. and certain investors (33) | |
10.48 | Client Referral and Solicitation Agreement, dated April 1, 2013, between BioTime, Inc., LifeMap Sciences, Inc. and OBEX Securities, LLC (10) | |
10.49 | Royalty Agreement, dated October 1, 2013, between Asterias Biotherapeutics, Inc. and Geron Corporation (34) | |
10.50 | Exclusive Sublicense Agreement, dated October 1, 2013, between Geron Corporation and Asterias Biotherapeutics, Inc. (34) | |
10.51 | Exclusive License Agreement, dated February 20, 2003, and First Amendment thereto dated September 7, 2004, between The Regents of the University of California and Geron Corporation (34) | |
10.52 | Non-Exclusive License Agreement, dated as of October 7, 2013, between the Wisconsin Alumni Research Foundation and Asterias Biotherapeutics, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (34) |
10.53 | Employment Agreement, dated August 15, 2013, between BioTime, Inc. and Lesley Stoltz (34) | |
10.54 | Equity Incentive Plan (34) | |
10.55 | Form of Employee Incentive Stock Option Agreement (34) | |
10.56 | Form of Non-employee Director Stock Option Agreement (34) | |
10.57 | Lease, dated December 30, 2013, by and between BMR 6300 Dumbarton Circle, LP, and Asterias Biotherapeutics, Inc.* | |
10.58 | Preferred Stock Purchase Agreement, dated March 4, 2013, between BioTime and certain investors* | |
10.59 | Option Agreement, dated March 4, 2014, between BioTime and certain investors* | |
21.1 | List of |
23.1 | Consent of Rothstein | |
31 | Rule 13a-14(a)/15d-14(a) Certification. * | |
32 | 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 BioTime’s Annual Report on Form 10-K for the year ended December 31, 2010. |
(2) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012. |
(3) | Incorporated by reference to BioTime’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2013 |
(4) | 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 |
(5) | 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 |
(6) | Incorporated by reference to |
(7) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 |
(8) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 |
(9) | Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2012 |
(10) | Incorporated by reference to BioTime’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June |
(11) | Incorporated by reference to BioTime’s Current Report on Form 8-K filed |
(12) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, |
(13) | Incorporated by reference to BioTime’s Current Report on Form 8-K, filed April 24, 1997 |
(14) | Incorporated by reference to BioTime’s Form Quarterly Report on 10-Q for the quarter ended June 30, 1999 |
(15) | Incorporated by reference to BioTime’s Annual Report on Form 10-K/A-1 for the year ended December 31, |
(16) | Incorporated by reference to BioTime’s Current Report on Form |
(17) | Incorporated by reference to BioTime’s Current Report on Form 8-K, filed December 20, |
(18) | Incorporated by reference to BioTime’s Current Report on Form 8-K, filed January 13, |
(19) | Incorporated by reference to BioTime’s Current Report on Form 8-K, filed March 30, |
(20) | Incorporated by reference to BioTime’s |
(21) | Incorporated by reference to BioTime’s Current Report on Form 8-K, filed January 9, 2008 |
(22) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, |
(23) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, |
(24) | Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, |
(25) | Incorporated by reference to BioTime’s Quarterly Report on Form |
(26) | Incorporated by reference to BioTime’s Current Report on Form |
(27) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, |
(28) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, |
(29) | Incorporated by reference to BioTime’s |
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 |
(31) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 |
(32) | Incorporated by reference to BioTime’s Annual Report on Form |
(33) | Incorporated by reference to BioTime’s Quarterly Report on |
(34) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 |
* | Filed herewith |
BIOTIME, INC. | ||
By: | /s/Michael D. West | |
Michael D. West, Ph.D. | ||
Chief Executive Officer |
Signature | Title | Date | ||
/s/Michael D. West | Chief Executive Officer and | March | ||
MICHAEL D. WEST, PH.D. | Director (Principal Executive Officer) | |||
/s/ | Chief Financial Officer (Principal | March | ||
Financial and Accounting Officer) | ||||
/s/Franklin M. Berger | Director | March 17, 2014 | ||
FRANKLIN M. BERGER | ||||
/s/Neal C. Bradsher | Director | March | ||
NEAL C. BRADSHER | ||||
/s/Stephen C. Farrell | Director | March | ||
STEPHEN C. FARRELL | ||||
/s/Alfred D. Kingsley | Director | March | ||
ALFRED D. KINGSLEY | ||||
/s/Pedro Lichtinger | Director | March | ||
PEDRO LICHTINGER | ||||
/s/Henry L. Nordhoff | Director | March 17, 2014 | ||
HENRY L. NORDHOFF | ||||
/s/Judith Segall | Director | March | ||
JUDITH SEGALL | ||||
/s/Andrew von Eschenbach | Director | March | ||
ANDREW VON ESCHENBACH |
Exhibit Numbers | Description | |
2.1 | ||
Agreement and Plan of Merger, dated February 11, 2010, between Glycosan BioSystems, Inc., OrthoCyte Corporation, and BioTime, Inc. | ||
2.2 | 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). | |
2.3 | Asset Contribution Agreement, dated January 4, 2013, by and among BioTime, Inc., BioTime Acquisition Corporation, and Geron | |
3.1 | Articles of Incorporation with all | |
3.2 | By-Laws, As Amended. | |
4.1 | Specimen of Common Share Certificate. | |
4.2 | Specimen of Series A Convertible Preferred Stock Certificate (6) | |
4.3 | Certificate of Determination of Series A Convertible Preferred Stock (6) | |
4.4 | Warrant Agreement between BioTime, Inc., Broadwood Partners, L.P., and George Karfunkel. | |
4.5 | Form of Warrant. | |
4.6 | Warrant Agreement between BioTime, Inc. and Biomedical Sciences Investment Fund Pte. Ltd. | |
4.7 | Warrant Agreement between BioTime, Inc. and Romulus Films, Ltd. | |
4.8 | Form of Warrant. (included in Exhibit 4.7) (9) | |
4.9 | Form of Warrant | |
4.10 | Warrant Agreement, dated as of October 1, 2013, between BioTime, Inc. and American Stock Transfer & Trust Company, LLC as Warrant Agent for the benefit of Asterias Biotherapeutics, Inc. (11) | |
4.11 | Warrant Issued October 1, 2013 to Asterias Biotherapeutics, Inc. (included in Exhibit 4.6) (11) | |
10.1 | Intellectual Property Agreement between BioTime, Inc. and Hal Sternberg. | |
10.2 | Intellectual Property Agreement between BioTime, Inc. and Judith Segall. | |
10.3 | 2002 Stock Option Plan, as amended. | |
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) | |
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). | |
10.6 | Exclusive License Agreement between BioTime, Inc. and CJ Corp. | |
10.7 | Hextend® and PentaLyte® Collaboration Agreement between BioTime, Inc. and Summit Pharmaceuticals International | |
10.8 | Addendum to Hextend® and PentaLyte® Collaboration Agreement Between BioTime Inc. and Summit Pharmaceuticals International |
10.9 | Amendment to Exclusive License Agreement Between BioTime, Inc. and Hospira, Inc. | |
10.10 | Hextend® and PentaLyte® China License Agreement Between BioTime, Inc. and Summit Pharmaceuticals International | |
10.11 | Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Michael D. West. | |
10.12 | Commercial License and Option Agreement between BioTime and Wisconsin Alumni Research | |
10.13 | ||
License Agreement, dated July 10, 2008, between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. | ||
10.14 | License Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. | |
10.15 | Sublicense Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. | |
10.16 | Stem Cell Agreement, dated February 23, 2009, between Embryome Sciences, Inc. and Reproductive Genetics | |
10.17 | First Amendment of Commercial License and Option Agreement, dated March 11, 2009, between BioTime and Wisconsin Alumni Research |
10.18 | Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Robert | |
Registration Rights Agreement between OncoCyte Corporation and George | ||
10.20 | 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. |
10.21 | 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. | |
10.22 | 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) | |
10.23 | Amended and Restated Research and License Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. |
10.24 | Additional Research Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. | |
10.25 | Exclusive License Agreement, dated November 20, 2007, between Cell Targeting, Inc. and Burnham Institute for Medical Research. | |
10.26 | OncoCyte Corporation 2010 Stock Option Plan; Form of OncoCyte Corporation Stock Option | |
10.27 | OrthoCyte Corporation 2010 Stock Option Plan; Form of OrthoCyte Corporation Stock Option |
10.28 | BioTime Asia, Limited 2010 Stock Option Plan; Form of BioTime Asia Limited Stock Option | |
10.29 | Lease, dated October 28, 2010, between SKS Harbor Bay Associates, LLC and BioTime, Inc. | |
10.30 | Employment Agreement, dated June 28, 2011, between | |
10.31 | License Agreement between BioTime, Inc. and Cornell University (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) | |
10.32 | 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) |
10.33 | LifeMap, Inc. 2011 Stock Option Plan; and Form of LifeMap, Inc. Stock Option | |
Share Exchange and Contribution Agreement, dated July 24, 2012, among LifeMap Sciences, Inc., Alfred D. Kingsley, and Greenway Partners, L.P. (30) |
10.35 | Exclusive License Agreement, dated February 15, 2006, between Glycosan BioSystems, Inc. and the University of Utah Research Foundation, as | |
10.36 | 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. | |
10.37 | Share Purchase Agreement, dated November 1, 2012, between Cell Cure Neurosciences, Ltd. and BioTime, Inc. | |
10.38 | 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. | |
10.39 | Indemnification Agreement, dated January 4, 2013, by and among BioTime, Inc., Broadwood Partners, L.P, and Neal | |
10.40 | Indemnification Agreement, dated January 4, 2013, by and among BioTime, Inc., Alfred D. Kingsley, Greenbelt Corp. and Greenway Partners, L.P. | |
10.41 | Stock and Warrant Purchase Agreement, dated January 4, 2013, between BioTime, Inc. and Romulus Films, Ltd. |
10.42 | Stock and Warrant Purchase Agreement, dated January 4, 2013, between BioTime Acquisition Corporation and Romulus Films, Ltd. | |
10.43 | Business Park Lease, dated January 7, 2013, between David D. Bohannon Organization and BioTime, Inc. | |
10.44 | Stock Purchase Agreement, dated January 7, 2013, between David D. Bohannon Organization and BioTime, Inc. | |
10.45 | Amendment of Stock and Warrant Purchase Agreement, dated March 7, 2013, between BioTime, Inc. and Romulus Films, Ltd. | |
10.46 | Stock and Warrant Purchase Agreement, dated June 3, 2013, between BioTime, Inc. and certain investors (33) | |
10.47 | Option Agreement, dated June 3, 2013, between BioTime, Inc. and certain investors (33) | |
10.48 | Client Referral and Solicitation Agreement, dated April 1, 2013, between BioTime, Inc., LifeMap Sciences, Inc. and OBEX Securities, LLC (10) | |
10.49 | Royalty Agreement, dated October 1, 2013, between Asterias Biotherapeutics, Inc. and Geron Corporation (34) | |
10.50 | Exclusive Sublicense Agreement, dated October 1, 2013, between Geron Corporation and Asterias Biotherapeutics, Inc. (34) | |
10.51 | Exclusive License Agreement, dated February 20, 2003, and First Amendment thereto dated September 7, 2004, between The Regents of the University of California and Geron Corporation (34) | |
10.52 | Non-Exclusive License Agreement, dated as of October 7, 2013, between the Wisconsin Alumni Research Foundation and Asterias Biotherapeutics, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (34) |
10.53 | Employment Agreement, dated August 15, 2013, between BioTime, Inc. and Lesley Stoltz (34) | |
10.54 | Equity Incentive Plan (34) | |
10.55 | Form of Employee Incentive Stock Option Agreement (34) | |
10.56 | Form of Non-employee Director Stock Option Agreement (34) | |
Lease, dated December 30, 2013, by and between BMR 6300 Dumbarton Circle, LP, and Asterias Biotherapeutics, Inc.* | ||
Preferred Stock Purchase Agreement, dated March 4, 2013, between BioTime and certain investors* | ||
Option Agreement, dated March 4, 2014, between BioTime and certain investors* | ||
List of | ||
Consent of Rothstein Kass* | ||
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 BioTime’s Annual Report on Form 10-K for the year ended December 31, 2010. |
(2) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012. |
(3) | Incorporated by reference to BioTime’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2013 |
(4) | 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 |
(5) | 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 |
(6) | Incorporated by reference to |
(7) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 |
(8) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 |
(9) | Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2012 |
(10) | Incorporated by reference to BioTime’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June |
(11) | Incorporated by reference to BioTime’s Current Report on Form 8-K filed |
(12) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, |
(13) | Incorporated by reference to BioTime’s Current Report on Form 8-K, filed April 24, 1997 |
(14) | Incorporated by reference to BioTime’s Form Quarterly Report on 10-Q for the quarter ended June 30, 1999 |
(15) | Incorporated by reference to BioTime’s Annual Report on Form 10-K/A-1 for the year ended December 31, |
(16) | Incorporated by reference to BioTime’s Current Report on Form |
(17) | Incorporated by reference to BioTime’s Current Report on Form 8-K, filed December 20, |
(18) | Incorporated by reference to BioTime’s Current Report on Form 8-K, filed January 13, |
(19) | Incorporated by reference to BioTime’s Current Report on Form 8-K, filed March 30, |
(20) | Incorporated by reference to BioTime’s |
(21) | Incorporated by reference to BioTime’s Current Report on Form 8-K, filed January 9, 2008 |
(22) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, |
(23) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, |
(24) | Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, |
(25) | Incorporated by reference to BioTime’s Quarterly Report on Form |
(26) | Incorporated by reference to BioTime’s Current Report on Form |
(27) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, |
(28) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, |
(29) | Incorporated by reference to BioTime’s |
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 |
(31) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 |
(32) | Incorporated by reference to BioTime’s Annual Report on Form |
(33) | Incorporated by reference to BioTime’s Quarterly Report on |
(34) | Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 |
* | Filed herewith |