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
|
|
Common share purchase warrants expiring October 1, 2018 |
NYSE MKT
|
Large accelerated filer ☐
|
Accelerated filer ☒
|
|
Non-accelerated filer ☐ (Do not check if a smaller reporting company)
|
Smaller reporting company☐ |
Item 10. | Directors, Executive Officers and Corporate Governance |
Item 11. | Executive Compensation |
2014
|
2015
|
|||||||
Chairman of the Board
|
$
|
80,000
|
$
|
65,000
|
||||
Director other than Chairman
|
$
|
30,000
|
$
|
30,000
|
||||
Audit Committee Chairman
|
$
|
20,000
|
$
|
20,000
|
||||
Audit Committee Member other than Chairman
|
$
|
10,000
|
$
|
10,000
|
||||
Compensation Committee Chairman
|
$
|
15,000
|
$
|
15,000
|
||||
Compensation Committee Member other than Chairman
|
$
|
7,500
|
$
|
7,500
|
||||
Nominating and Corporate Governance Committee Chairman
|
$
|
15,000
|
$
|
15,000
|
||||
Nominating and Corporate Governance Committee Member other than Chairman
|
$
|
7,500
|
$
|
7,500
|
||||
Science & Technology Committee Chairman
|
$
|
20,000
|
$
|
-
|
||||
Science & Technology Committee Member other than Chairman
|
$
|
5,000
|
$
|
-
|
||||
Management Development Committee Chairman
|
$
|
-
|
$
|
15,000
|
||||
Management Development Committee Member other than Chairman
|
$
|
-
|
$
|
7,500
|
||||
Corporate Development Committee Chairman
|
$
|
20,000
|
$
|
15,000
|
||||
Corporate Development Committee Member other than Chairman
|
$
|
5,000
|
$
|
7,500
|
Name
|
Fees Earned
or
Paid in
Cash
|
Option Award (1)
|
Total
|
||||||||||||
Deborah Andrews(2)
|
$
|
47,125
|
$
|
45,564
|
$
|
92,689
|
|||||||||
Franklin M. Berger(3)
|
$
|
5,000
|
$
|
-
|
$
|
5,000
|
|||||||||
Neal C. Bradsher
|
$
|
59,375
|
$
|
23,831
|
$
|
83,206
|
|||||||||
Stephen L. Cartt(4)
|
$
|
12,125
|
$
|
25,571
|
$
|
37,696
|
|||||||||
Stephen C. Farrell
|
$
|
67,125
|
$
|
23,831
|
$
|
90,956
|
|||||||||
Alfred D. Kingsley(5)
|
$
|
189,500
|
$
|
393,564
|
$
|
583,064
|
|||||||||
Pedro Lichtinger(6)
|
$
|
38,250
|
$
|
23,831
|
$
|
62,081
|
|||||||||
Michael H. Mulroy(7)
|
$
|
13,375
|
$
|
25,048
|
$
|
38,423
|
|||||||||
Henry L. Nordhoff(8)
|
$
|
17,250
|
$
|
24,142
|
$
|
41,392
|
|||||||||
Angus C. Russell(9)
|
$
|
8,500
|
$
|
23,558
|
$
|
32,058
|
|||||||||
David Schlachet(10)
|
$
|
43,125
|
$
|
45,564
|
$
|
88,689
|
|||||||||
Andrew C. von Eschenbach, M.D.(11)
|
$
|
20,500
|
$
|
24,142
|
$
|
44,642
|
(1) | Those of our directors who were serving on the Board of Directors on July 1, 2014 and who were not salaried employees of BioTime each received an annual award of stock options on that date entitling them to purchase 20,000 common shares at a fixed price as partial compensation for serving on the Board of Directors for a period of one year, except that Mr. Kingsley received 50,000 stock options as partial compensation for serving in his capacity as Chairman of the Board. Those options will vest and become exercisable in equal quarterly installments over a one-year period, but must be reported here at the aggregate grant date fair value, as if all options were fully vested and exercisable at the date of grant. We use the Black-Scholes-Merton Pricing Model to compute option fair values. We used the following variables to value those options: stock price of $3.11, exercise price of $3.11, expected term of 2.81 years, volatility of 58.36%, and a bond equivalent yield discount rate of 0.90%. Directors who first joined the Board of Directors during 2014 also received a grant of 20,000 stock options on the date they joined the Board, which were valued using the Black-Scholes-Merton Pricing Model and variables based on the exercise price of their options and other variables determined as of the date that their options were granted, as reflected in other footnotes to this table. |
(2) | Ms. Andrews received options to purchase 20,000 BioTime common shares upon her appointment to the Board of Directors on April 11, 2014. We used the following variables to value those options: stock price of $2.86, exercise price of $2.86, expected term of 2.81 years, volatility of 57.96%, and a bond equivalent yield discount rate of 0.80%. |
(3) | Mr. Berger resigned from the Board of Directors during March 2014. The cash compensation paid to Mr. Berger includes $3,000 fees paid by BioTime and $2,000 paid by Asterias for serving on its board of directors. Mr. Berger resigned from the Asterias board of directors during March 2014. |
(4) | Mr. Cartt received options to purchase 20,000 BioTime common shares upon his election to the Board of Directors on November 4, 2014. We used the following variables to value those options: stock price of $3.43, exercise price of $3.43, expected term of 2.81 years, volatility of 56.48%, and a bond equivalent yield discount rate of 0.97%. |
(5) | During 2014, in addition to $80,000 in annual director fees as BioTime's Chairman of the Board, Mr. Kingsley received $11,000 from BioTime for Board meetings attended, $340,000 from certain subsidiaries for serving as Chairman of the Board or as Executive Chairman, $50,000 paid by our subsidiary Asterias for serving on its board of directors, $8,500 from Asterias for board meetings attended, and $13,000 of employer contributions to his 401(k) plan. Mr. Kingsley's option award compensation also includes the value of 75,000 options to purchase Asterias common stock, and the value of 833 options to purchase LifeMap Solutions, Inc. common stock which he received from those subsidiaries for serving on their boards of directors. The assumptions underlying the valuation of the Asterias options are as follows: stock price of $2.34, exercise price of $2.34, expected term of 2.72 years, volatility of 83.98%, and a bond equivalent yield discount rate of 0.68%. The assumptions underlying the valuation of the LifeMap Solutions options are as follows: stock price of $500, exercise price of $500, expected term of 4.52 years, volatility of 73.97%, and a bond equivalent yield discount rate of 1.68%. |
(6) | Mr. Lichtinger served on the Board of Directors until our annual meeting of shareholders held in November 2014. The compensation shown in this table does not include the compensation received by Mr. Lichtinger as President and Chief Executive Officer of our subsidiary Asterias, which is reflected in the Summary Compensation Table of our Named Executive Officers under "Executive Compensation." Of the 20,000 BioTime options granted to Mr. Lichtinger on July 1, 2014, 15,000 options were unvested and were cancelled when Mr. Lichtinger's service as a BioTime director ended on November 4, 2014. |
(7) | Mr. Mulroy received options to purchase 20,000 BioTime common shares upon his appointment to the Board of Directors on October 4, 2014. We used the following variables to value those options: stock price of $3.29, exercise price of $3.29, expected term of 2.81 years, volatility of 57.75%, and a bond equivalent yield discount rate of 1.02%. |
(8) | Mr. Nordhoff resigned from the Board of Directors during April 2014. The cash compensation paid to Mr. Nordhoff includes $8,500 fees paid by BioTime and $8,750 paid by our subsidiary Asterias for serving on its board of directors. Mr. Nordhoff resigned from the Asterias board of directors during April 2014. Mr. Nordhoff's option award compensation includes the value of 20,000 options to purchase Asterias common stock which he received from that subsidiary for serving on its board of directors. The assumptions underlying the valuation of the Asterias options are as follows: stock price of $2.34, exercise price of $2.34, expected term of 2.72 years, volatility of 83.98%, and a bond equivalent yield discount rate of 0.68%. All of the Asterias stock options were unvested and were cancelled upon Mr. Nordhoff's resignation in April 2014. |
(9) | Mr. Russell received options to purchase 20,000 BioTime common shares upon his appointment to the Board of Directors on December 12, 2014. We used the following variables to value those options: stock price of $3.17, exercise price of $3.17, expected term of 2.81 years, volatility of 56.27%, and a bond equivalent yield discount rate of 0.98%. |
(10) | Mr. Schlachet received options to purchase 20,000 BioTime common shares upon his appointment to the Board of Directors on April 11, 2014. We used the following variables to value those options: stock price of $2.86, exercise price of $2.86, expected term of 2.81 years, volatility of 57.96%, and a bond equivalent yield discount rate of 0.80%. |
(11) | Dr. von Eschenbach resigned from the Board of Directors during April 2014. The cash compensation paid to Dr. von Eschenbach includes fees of $13,000 paid by BioTime and $7,500 paid by Asterias for serving on its board of directors. Dr. von Eschenbach resigned from the board of directors of Asterias during April 2014. Dr. von Eschenbach resigned from the OncoCyte board of directors effective January 1, 2014 and did not receive any compensation from that subsidiary. Dr. von Eschenbach's option award compensation includes the value of 20,000 options to purchase Asterias common stock which he received from that subsidiary for serving on its board of directors. The assumptions underlying the valuation of the Asterias options are as follows: stock price of $2.34, exercise price of $2.34, expected term of 2.72 years, volatility of 83.98%, and a bond equivalent yield discount rate of 0.68%. All of the Asterias stock options were unvested and were cancelled upon Dr. von Eschenbach's resignation in April 2014. |
· | Base salary; |
· | Annual cash bonuses based on corporate and individual performance; |
· | Long-term incentives in the form of stock options; |
· | Health insurance; and |
· | 401(k) plan participation with employer contributions. |
· | BioTime's and its subsidiaries' growth and progress in scientific research; |
· | Extraordinary performance by an individual during the year; |
· | Retention concerns; |
· | The executive's tenure and experience; |
· | The executive's historical compensation; |
· | Market data; |
· | Our financial position and capital resources; and |
· | Fairness. |
Position
|
Number of Option Shares
|
||||
Chief Executive Officer
|
200,000
|
||||
Senior Executive/Officer
|
100,000
|
||||
Vice President/Senior Director
|
50,000
|
||||
Director/Manager
|
25,000
|
||||
Senior Professional
|
10,000
|
||||
Technical/Administrative
|
5,000
|
Name and principal
Position
|
Year
|
Salary
|
Bonus
|
Option
Awards(1)
|
Stock
Awards
|
All other
compensation
|
Total
|
|||||||||||||||||||
Michael D. West
|
2014
|
$
|
680,315
|
$
|
204,000
|
(2)
|
$
|
624,115
|
(3)
|
$
|
-
|
$
|
38,000
|
(4)
|
$
|
1,546,430
|
||||||||||
Chief Executive Officer
|
2013
|
$
|
680,315
|
$
|
65,000
|
(2)
|
$
|
851,574
|
(3)
|
$
|
-
|
$
|
37,750
|
(4)
|
$
|
1,634,639
|
||||||||||
2012
|
$
|
660,500
|
$
|
100,000
|
(2)
|
$
|
-
|
$
|
-
|
$
|
24,500
|
(5)
|
$
|
785,000
|
||||||||||||
Robert W. Peabody(5)
|
2014
|
$
|
430,135
|
$
|
107,500
|
(2)
|
$
|
237,681
|
(6)
|
$
|
-
|
$
|
13,000
|
(7)
|
$
|
788,316
|
||||||||||
Senior Vice-President, Chief Operating Officer, and Chief Financial Officer
|
2013
|
$
|
405,107
|
$
|
145,000
|
(2)
|
$
|
521,500
|
(6)
|
$
|
-
|
$
|
11,984
|
(7)
|
$
|
1,083,591
|
||||||||||
2012
|
$
|
386,900
|
$
|
45,000
|
(2)
|
$
|
-
|
$
|
-
|
$
|
12,500
|
(7)
|
$
|
444,400
|
||||||||||||
Pedro Lichtinger (8)
|
2014
|
$
|
224,359
|
$
|
-
|
$
|
1,409,456
|
(9)
|
$
|
468,000
|
(10)
|
$
|
8,333
|
(7)
|
$
|
2,110,149
|
||||||||||
President and Chief Executive Officer of Asterias Biotherapeutics, Inc.
|
||||||||||||||||||||||||||
Aditya Mohanty(11)
|
2014
|
$
|
5,192
|
$
|
-
|
$
|
1,490,424
|
(11)
|
$
|
-
|
$
|
-
|
$
|
1,495,616
|
||||||||||||
Chief Operating Officer
|
||||||||||||||||||||||||||
Lesley A. Stolz(12)
|
2014
|
$
|
76,154
|
$
|
-
|
$
|
95,165
|
(12)
|
$ |
$
|
-
|
$
|
171,319
|
|||||||||||||
Executive Vice President, Corporate Development
|
2013
|
$
|
104,183
|
$
|
-
|
$
|
591,278
|
(12)
|
$ |
$
|
-
|
$
|
695,461
|
|||||||||||||
William P. Tew
|
2014
|
$
|
343,272
|
$
|
-
|
$
|
190,300
|
(13)
|
$ |
$
|
13,000
|
(7)
|
$
|
546,602
|
||||||||||||
Chief Commercial Officer(13)
|
2013
|
$
|
285,000
|
$
|
30,000
|
(2)
|
$
|
343,285
|
(13)
|
$ |
$
|
12,750
|
(7)
|
$
|
671,035
|
|||||||||||
2012
|
$
|
237,500
|
$
|
20,000
|
(2)
|
$
|
-
|
$
|
-
|
$
|
11,146
|
(7)
|
$
|
268,646
|
(1) | The options must be reported here at the aggregate grant date fair value, as if all options were fully vested and exercisable at the date of grant. We use the Black-Scholes-Merton Pricing Model to compute option fair values. |
(2) | As a result of BioTime receiving a certain research grant, Dr. West and Mr. Peabody earned bonuses of $65,000 and $45,000, respectively, during 2014, 2013 and 2012 under the terms of their employment agreements. For 2014, 2013, and 2012, respectively, the following annual discretionary bonuses were awarded to the executives named in the table: Dr. West $139,000 for 2014 and $35,000 for 2012; Mr. Peabody $62,500 for 2014 and $100,000 for 2013; and Dr. Tew $30,000 for 2013 and $20,000 for 2012. An annual bonus may be awarded to an executive officer based upon the performance of the executive, as determined by the Board of Directors upon recommendation of the Compensation Committee. |
(3) | Dr. West received 200,000 options during 2014 and during 2013 under the BioTime Equity Incentive Plan. Those options will vest and become exercisable in equal monthly installments over a 48 month period, but must be reported here at the aggregate grant date fair value, as if all options were fully vested and exercisable at the date of grant. The variables used to compute the fair values of the 200,000 BioTime options granted in 2014 were as follows: stock price of $3.51, exercise price of $3.51, expected term of 4.48 years, volatility of 68.03%, and a bond equivalent yield discount rate of 1.32%. The variables used to compute the fair values of the 200,000 BioTime options granted in 2013 were as follows: stock price of $4.22, exercise price of $4.22, expected term of years, volatility of 97.79%, and a bond equivalent yield discount rate of 1.38%. Dr. West received 100,000 options during 2013 from Asterias. We used the following variables to compute the value of the Asterias options: stock price of $2.45, exercise price of $2.34, expected term of 4.18 years, volatility of 76.16%, and a bond equivalent yield discount rate of 0.66%. Dr. West received 99,140 options during 2013 from LifeMap Sciences, Inc. We used the following variables to compute the value of the LifeMap Sciences options: stock price of $1.75, exercise price of $1.75, expected term of 7 years, volatility of 1.0%, and a bond equivalent yield discount rate of 2.04%. Dr. West received 833 options during 2014 from LifeMap Solutions, Inc. We used the following variables to compute the value of the LifeMap Solutions options: stock price of $500, exercise price of $500, expected term of 4.52 years, volatility of 73.97%, and a bond equivalent yield discount rate of 1.68%. |
(4) | Dr. West received other compensation that included $25,000 in 2014 and in 2013 as a director of LifeMap Sciences, Inc. and a $1,000 per month car allowance in 2012 and employer contributions of $13,000, $12,750, and $12,500 to his 401(k) plan, during 2014, 2013, and 2012, respectively. |
(5) | Mr. Peabody also served as our Chief Operating Officer until December 29, 2014. |
(6) | Mr. Peabody received 100,000 options during 2014 and during 2013 under the BioTime Equity Incentive Plan. These options will vest and become exercisable in equal monthly installments over a 48 month period, but must be reported here at the aggregate grant date fair value, as if all options were fully vested and exercisable at the date of grant. The variables used to compute the fair values of the 200,000 BioTime options granted in 2014 were as follows: stock price of $3.51, exercise price of $3.51, expected term of 4.48 years, volatility of 68.03%, and a bond equivalent yield discount rate of 1.32%. The variables used to compute the value of 200,000 BioTime options granted in 2013 were as follows: stock price of $4.22, exercise price of $4.22, expected term of 7 years, volatility of 97.79%, and a bond equivalent yield discount rate of 1.38%. Mr. Peabody received 125,000 options during 2013 from Asterias. We used the following variables to compute the value of those Asterias options: stock price of $2.41, exercise price of $2.34, expected term of 4.18 years, volatility of 71.61%, and a bond equivalent yield discount rate of 1.11%. Mr. Peabody received 49,750 options during 2013 from LifeMap Sciences, Inc. We used the following variables to compute the value of the LifeMap Sciences options: stock price of $1.75, exercise price of $1.75, expected term of 7 years, volatility of 1.0%, and a bond equivalent yield discount rate of 2.04%. Mr. Peabody receive 167 options during 2014 from LifeMap Solutions, Inc. We used the following variables to compute the value of the LifeMap Solutions options: stock price of $500, exercise price of $500, expected term of 4.52 years, volatility of 73.97%, and a bond equivalent yield discount rate of 1.68%. |
(7) | Other compensation to Mr. Peabody, Mr. Lichtinger, and Dr. Tew during 2014, 2013, and 2012 consist entirely of employer contributions to their 401(k) plans. |
(8) | Mr. Lichtinger became President and Chief Executive Officer of BioTime's subsidiary Asterias during June 2014 and the compensation shown in this table was paid by Asterias. Mr. Lichtinger also served on BioTime's Board of Directors until November 2014 when his term as a director expired, and the compensation paid to him as a non-employee director of BioTime during 2014 is shown in the Director Compensation table. |
(9) | Mr. Lichtinger received 1,000,000 options during 2014 under the Asterias Equity Incentive Plan. The options will vest and become exercisable in equal monthly installments over a 48 month period, but must be reported here at the aggregate grant date fair value, as if all options were fully vested and exercisable at the date of grant. The variables used to compute the fair values of the options were as follows: stock price of $2.34, exercise price of $2.34, expected term of 4.52 years, volatility of 76.96%, and a bond equivalent yield discount rate of 1.69%. Mr. Lichtinger also served on BioTime's Board of Directors until November 2014 when his term as a director expired, and the fair value of the BioTime options granted to him as a non-employee director of BioTime during 2014 is shown in the Director Compensation table. |
(10) | Mr. Lichtinger received 200,000 shares of restricted stock under the Asterias Equity Incentive Plan. The 200,000 shares of restricted stock were granted at $2.34 per share for a total fair value of $468,000 and are subject to restrictions on transfer and to forfeiture until the shares vest. The restricted stock will vest at the rate of 16,667 shares per month while Mr. Lichtinger remains employed by Asterias. |
(11) | Dr. Mohanty was appointed as BioTime's Chief Operating Officer effective December 29, 2014. As part of his compensation, Mr. Mohanty was awarded 675,000 options under the BioTime Equity Incentive Plan. The options will vest and become exercisable in equal monthly installments over a 48 month period, but must be reported here at the aggregate grant date fair value, as if all options were fully vested and exercisable at the date of grant. We used the following variables to compute the value of the options: stock price of $3.71, exercise price of $3.78, expected term of 5.52 years, volatility of 68.54%, and a bond equivalent yield discount rate of 1.72%. |
(12) | Dr. Stolz served as our Executive Vice President, Corporate Development until March 31, 2014. Dr. Stolz received 50,000 options during 2014 and 200,000 options during 2013 under the BioTime Equity Incentive Plan. These options were to vest and become exercisable in equal monthly installments over a 48 month period, but must be reported here at the aggregate grant date fair value, as if all options were fully vested and exercisable at the date of grant. The variables used to compute the fair values of the 50,000 BioTime options granted in 2014 were as follows: stock price of $3.51, exercise price of $3.51, expected term of 4.48 years, volatility of 68.03%, and a bond equivalent yield discount rate of 1.32%. The variables used to compute the fair values of the 200,000 options granted in 2013 were as follows: stock price of $3.69, exercise price of $3.69, expected term of 7 years, volatility of 93.79%, and a bond equivalent yield discount rate of 2.18%. All of the unvested options granted to Dr. Stolz were cancelled and all of the unexercised vested options were forfeited following her resignation in March 2014. |
(13) | Dr. Tew retired from BioTime on December 31, 2014. He received 100,000 options during 2014 and during 2013 under the BioTime Equity Incentive Plan. These options were to vest and become exercisable in equal monthly installments over a 48 month period, but must be reported here at the aggregate grant date fair value, as if all options were fully vested and exercisable at the date of grant. The variables used to compute the fair values of the 100,000 BioTime options granted in 2014 were as follows: stock price of $3.51, exercise price of $3.51, expected term of 4.48 years, volatility of 68.03%, and a bond equivalent yield discount rate of 1.32%. The variables used to compute the value of 100,000 BioTime options granted in 2013 were as follows: stock price of $4.22, exercise price of $4.22, expected term of 7 years, volatility of 97.79%, and a bond equivalent yield discount rate of 1.38%. All of the unvested options granted to Dr. Tew were cancelled, 71,797 unexercised vested options were exercised, and 23,437 unexercised vested options were forfeited following Dr. Tew's retirement. |
Name
|
Grant Date
|
All Other
Option Awards:
Number of Securities
Underlying Options
(#)(1)
|
Exercise or
Base Price of
Option Awards
($/share)(2)
|
All Other
Stock Awards:
Number of
Shares of
Stock or Units
(#)
|
Grant Date
Fair Value of
Stock and Option Awards
($)(3)
|
|||||||||||||
Michael D. West
|
03/20/14
|
200,000 (4)
|
3.51
|
-
|
$
|
380,660
|
||||||||||||
05/04/14
|
833 (5)
|
500.00
|
-
|
$
|
243,455
|
|||||||||||||
Robert W. Peabody
|
03/20/14
|
100,000 (4)
|
3.51
|
-
|
$
|
190,330
|
||||||||||||
05/04/14
|
167 (5)
|
500.00
|
-
|
$
|
47,351
|
|||||||||||||
Pedro Lichtinger
|
06/09/14
|
1,000,000 (6)
|
2.34
|
-
|
$
|
1,409,456
|
||||||||||||
06/09/14
|
-
|
2.34
|
200,000 (7)
|
|
$
|
468,000
|
||||||||||||
Aditya Mohanty
|
12/29/14
|
675,000 (8)
|
3.78
|
-
|
$
|
1,490,424
|
||||||||||||
Leslie Stolz(9)
|
03/20/14
|
50,000 (4)
|
3.51
|
-
|
$
|
95,165
|
||||||||||||
William P. Tew(10)
|
03/20/14
|
100,000 (4)
|
3.51
|
-
|
$
|
190,330
|
(1) | All of the stock options have seven-year terms except those granted to Mr. Mohanty which have a ten-year term. Each of the subsidiary stock options reported in this table vests in equal monthly installments over four years from the grant date, except that the LifeMap Sciences stock options vest over 42 months from the date of grant. |
(2) | Fair market values of subsidiary stock were determined by the respective boards of directors of the subsidiaries based on independent valuations or other factors. |
(3) | The options must be reported here at the aggregate grant date fair value, as if all options were fully vested and exercisable at the date of grant. We use the Black-Scholes-Merton Pricing Model to compute option fair values. |
(4) | Options granted under BioTime, Inc. Equity Incentive Plan. With respect to these options, we used the following Black-Scholes-Merton valuation variables to compute the option values: stock price of $3.51 exercise price of $3.51 expected term of 4.48 years, volatility of 68.03%, and a bond equivalent yield discount rate of 1.32%. |
(5) | Options granted under LifeMap Solutions, Inc. Equity Incentive Plan. With respect to the options to Dr. West as a director to LifeMap Solutions, we used the following Black-Scholes-Merton valuation variables to compute the option values: stock price of $500, exercise price of $500, expected term of 4.52 years, volatility of 73.97%, and a bond equivalent yield discount rate of 1.68%. With respect to the options to Mr. Peabody as an advisor to LifeMap Solutions, we used the following Black-Scholes-Merton valuation variables to compute the option values as of December 31, 2014: stock price of $500, exercise price of $500, expected term of 4.52 years, volatility of 71.14%, and a bond equivalent yield discount rate of 1.65%. |
(6) | Options granted under Asterias Equity Incentive Plan. With respect to these options, we used the following Black-Scholes-Merton valuation variables to compute the option values: stock price of $2.34, exercise price of $2.34, expected term of 4.52 years, volatility of 76.96%, and a bond equivalent yield discount rate of 1.69%. Mr. Lichtinger also served on BioTime's Board of Directors until November 2014, and the BioTime options granted to him as a non-employee director of BioTime during 2014 are shown in the Director Compensation table. |
(7) | The 200,000 shares of restricted stock were granted under the Asterias Equity Incentive Plan at $2.34 per share for a total fair value of $468,000 and are subject to restrictions on transfer and to forfeiture until the shares vest. The shares of restricted stock will vest at the rate of 16,667 shares per month while Mr. Lichtinger remains employed by Asterias. |
(8) | Options granted under BioTime, Inc. Equity Incentive Plan. With respect to these options, we used the following Black-Scholes-Merton valuation variables to compute the option values: stock price of $3.71, exercise price of $3.78, expected term of 5.52 years, volatility of 68.54%, and a bond equivalent yield discount rate of 1.72%. |
(9) | Dr. Stolz served as our Executive Vice President, Corporate Development until March 31, 2014. |
(10) | Dr. Tew retired from BioTime on December 31, 2014. |
Name
|
Stock Option
Plan Name
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
Option
Exercise
Price
|
Option
Expiration
Date
|
Number of
Shares or
Units of Stock
that have
Not Vested
|
Market
Value of
Shares or
Units of
Stock
that have
Not Vested
|
||||||||||||||||
|
|
||||||||||||||||||||||
Michael D. West
|
BioTime
Equity Incentive Plan
|
37,500
|
162,500
|
(1)
|
$
|
3.51
|
March 19, 2021
|
||||||||||||||||
|
|
||||||||||||||||||||||
LifeMap Solutions, Inc.
Equity Incentive Plan
|
121
|
712
|
(2)
|
$
|
500.00
|
May 3, 2021
|
|||||||||||||||||
|
|
||||||||||||||||||||||
BioTime
Equity Incentive Plan
|
100,000
|
100,000
|
(1)
|
$
|
4.22
|
February 19, 2020
|
|||||||||||||||||
|
|
||||||||||||||||||||||
OncoCyte Corporation
2011 Stock Option Plan
|
500,000
|
-
|
$
|
0.67
|
December 28, 2020
|
||||||||||||||||||
|
|
||||||||||||||||||||||
OrthoCyte Corporation
2010 Stock Option Plan
|
500,000
|
-
|
$
|
0.05
|
December 28, 2020
|
||||||||||||||||||
|
|
||||||||||||||||||||||
ReCyte Therapeutics, Inc.
2011 Stock Option Plan
|
500,000
|
-
|
$
|
2.05
|
December 28, 2020
|
||||||||||||||||||
|
|
||||||||||||||||||||||
BioTime Asia, Limited
2011 Stock Option Plan
|
200
|
-
|
$
|
0.01
|
December 28, 2020
|
||||||||||||||||||
|
|
||||||||||||||||||||||
LifeMap Sciences, Inc.
2011 Stock Option Plan
|
33,046
|
(3)
|
66,094
|
(3)(4)
|
$
|
1.75
|
September 30, 2020
|
||||||||||||||||
|
|
||||||||||||||||||||||
LifeMap Sciences, Inc.
2011 Stock Option Plan
|
44,642
|
(3)
|
-
|
$
|
0.50
|
March 28, 2018
|
|||||||||||||||||
|
|
||||||||||||||||||||||
Asterias Biotherapeutics, Inc.
Equity Incentive Plan
|
43,750
|
56,250
|
(5)
|
$
|
2.34
|
March 9, 2020
|
Name
|
Stock Option
Plan Name
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
Option
Exercise
Price
|
Option
Expiration
Date
|
Number of
Shares or
Units of Stock
that have
Not Vested
|
Market
Value of
Shares or
Units of
Stock
that have
Not Vested
|
||||||||||||||||
Robert W. Peabody
|
BioTime
Equity Incentive Plan
|
18,750
|
81,250
|
(6)
|
$
|
3.51
|
March 19, 2021
|
||||||||||||||||
|
|
|
|||||||||||||||||||||
LifeMap Solutions, Inc.
Equity Incentive Plan
|
24
|
143
|
(7)
|
$
|
500.00
|
May 3, 2021
|
|||||||||||||||||
|
|
|
|||||||||||||||||||||
BioTime
Equity Incentive Plan
|
50,000
|
50,000
|
(6)
|
$
|
4.22
|
February 19, 2020
|
|||||||||||||||||
|
|
|
|||||||||||||||||||||
OncoCyte Corporation
2011 Stock Option Plan
|
250,000
|
-
|
$
|
0.67
|
December 28, 2020
|
||||||||||||||||||
|
|
|
|||||||||||||||||||||
OrthoCyte Corporation
2010 Stock Option Plan
|
250,000
|
-
|
$
|
0.05
|
December 28, 2020
|
||||||||||||||||||
|
|
|
|||||||||||||||||||||
ReCyte Therapeutics, Inc.
2011 Stock Option Plan
|
250,000
|
-
|
$
|
2.05
|
December 28, 2020
|
||||||||||||||||||
|
|
|
|||||||||||||||||||||
BioTime Asia, Limited
2011 Stock Option Plan
|
100
|
-
|
$
|
0.01
|
December 28, 2020
|
||||||||||||||||||
|
|
|
|||||||||||||||||||||
LifeMap Sciences, Inc.
2011 Stock Option Plan
|
49,750
|
(8)
|
16,583
|
(8) (9)
|
$
|
1.75
|
September 30, 2020
|
||||||||||||||||
|
|
|
|||||||||||||||||||||
LifeMap Sciences, Inc.
2011 Stock Option Plan
|
22,321
|
(8)
|
-
|
$
|
0.50
|
March 28, 2018
|
|||||||||||||||||
|
|
|
|||||||||||||||||||||
Asterias Biotherapeutics, Inc.
Equity Incentive Plan
|
46,875
|
78,125
|
(10)
|
$
|
2.34
|
June 23, 2020
|
|||||||||||||||||
|
|
|
|||||||||||||||||||||
Aditya Mohanty
|
BioTime
Equity Incentive Plan
|
-
|
675,000
|
(11)
|
$
|
3.78
|
December 28, 2024
|
Name
|
Stock Option
Plan Name
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
Option
Exercise
Price
|
Option
Expiration
Date
|
Number of
Shares or
Units of Stock
that have
Not Vested
|
Market
Value of
Shares or
Units of
Stock
that have
Not Vested
|
||||||||||||||||
Pedro Lichtinger
|
Asterias Biotherapeutics, Inc.
Equity Incentive Plan
|
125,000
|
(12)
|
875,000
|
$
|
2.34
|
June 8, 2021
|
||||||||||||||||
Asterias Biotherapeutics, Inc.
Equity Incentive Plan
|
99,998
|
(13)
|
323,994
|
||||||||||||||||||||
William P. Tew
|
BioTime
Equity Incentive Plan
|
18,750
|
81,250
|
(14)
|
$
|
3.51
|
March 19, 2021
|
||||||||||||||||
BioTime
Equity Incentive Plan
|
50,000
|
50,000
|
(14)
|
$
|
4.22
|
February 19, 2020
|
|||||||||||||||||
BioTime
2002 Stock Option Plan
|
23,437
|
1,563
|
(14)
|
$
|
7.47
|
March 20, 2018
|
|||||||||||||||||
BioTime
2002 Stock Option Plan
|
3,047
|
803
|
(14)
|
$
|
4.17
|
October 3, 2018
|
|||||||||||||||||
OncoCyte Corporation
2011 Stock Option Plan
|
7,500
|
(15)
|
2,500
|
(15)
|
$
|
1.00
|
November 30, 2018
|
(1) | These options become exercisable in equal monthly installments from the date of grant over a four year period provided that Dr. West remains an employee or director of BioTime. |
(2) | These options become exercisable in equal monthly installments from the date of grant over a four year period provided that Dr. West remains an employee or director of LifeMap Sciences, Inc., LifeMap Solutions, Inc. or BioTime. |
(3) | The LifeMap Sciences stock option plan originally authorized the sale of up to 8,000,000 shares of its common stock through the exercise of stock options or under restricted stock purchase agreements. During 2012, the LifeMap Sciences stock option plan was amended to reflect a 1 for 4 reverse stock split and a change in the plan that resulted in the reduction of certain options granted. As a result, the total number of shares that may be issued under the plan was adjusted to 1,842,269. Dr. West was originally granted 625,000 options under the LifeMap Sciences stock option plan. However as a result of the 1 for 4 reverse stock split and the change in the plan aforementioned, the 625,000 options originally granted at an exercise price of $0.08333 per share were adjusted to 44,642 options at an exercise price of $0.50 per share. |
(4) | These options become exercisable in equal monthly installments from the date of grant over a forty-two month period provided that Dr. West remains an employee or director of LifeMap Sciences, Inc. or BioTime. |
(5) | These options become exercisable in equal monthly installments from the date of grant over a four year period provided that Dr. West remains an employee or director of Asterias or BioTime. |
(6) | These options become exercisable in equal monthly installments from the date of grant over a four year period provided that Mr. Peabody remains an employee of BioTime. |
(7) | These options become exercisable in equal monthly installments from the date of grant over a four year period provided that Mr. Peabody remains an employee or director of LifeMap Sciences, Inc., LifeMap Solutions, Inc. or BioTime. |
(8) | The LifeMap Sciences stock option plan originally authorized the sale of up to 8,000,000 shares of its common stock through the exercise of stock options or under restricted stock purchase agreements. During 2012, the LifeMap Sciences stock option plan was amended to reflect a 1 for 4 reverse stock split and a change in the plan that resulted in the reduction of certain options granted. As a result, the total number of shares that may be issued under the plan was adjusted to 1,842,269. Mr. Peabody was originally granted 312,500 options under the LifeMap Sciences stock option plan. However as a result of the 1 for 4 reverse stock split and the change in the plan aforementioned, the 312,500 options originally granted at an exercise price of $0.08333 per share were adjusted to 22,321 options at an exercise price of $0.50 per share. During October 2013 Mr. Peabody was granted an additional 49,750 options. |
(9) | These options become exercisable in equal monthly installments from the date of grant over a forty-two month period provided that Mr. Peabody remains an employee or director of LifeMap Sciences, Inc. or BioTime. |
(10) | These options become exercisable in equal monthly installments from the date of grant over a four year period provided that Mr. Peabody remains an employee or director of Asterias or BioTime. |
(11) | These options become exercisable in equal monthly installments from the date of grant over a four year period provided that Mr. Mohanty remains an employee of BioTime. |
(12) | These options become exercisable in equal monthly installments from the date of grant over a four year period provided that Mr. Lichtinger remains an employee of Asterias. |
(13) | These the restrictions on transfer of these shares expire in equal monthly installments from the date of grant over a four year period provided that Mr. Lichtinger remains an employee of Asterias. |
(14) | 23,437exercisable options were forfeited and all of the unexercisable options were cancelled following Dr. Tew's retirement. |
(15) | All of the exercisable options were forfeited and all of the unexercisable options were cancelled following Dr. Tew's retirement. |
Officer and Position
|
Benefit
|
Before
Change
in Control
Termination
w/o
Cause (1)
|
After
Change
of Control
Termination
w/o
Cause
|
|||||||
Michael D. West, Chief Executive Officer
|
Cash Payment(1)
|
$
|
340,158
|
$
|
680,315
|
|||||
Option Vesting(2)
|
-
|
-
|
||||||||
Robert W. Peabody, Senior Vice President
and Chief Financial Officer
|
Cash Payment(1)
|
$
|
215,068
|
$
|
430,135
|
|||||
Option Vesting(2)
|
-
|
-
|
||||||||
Aditya Mohanty, Chief Operating Officer
|
Cash Payment(1)
|
$
|
112,500
|
$
|
150,000
|
|||||
Option Vesting(2)
|
-
|
-
|
||||||||
Pedro Lichtinger, President and Chief
Executive Officer of Asterias
|
Cash Payment(1)
|
$
|
100,000
|
$
|
400,000
|
|||||
Option and Restricted Stock Vesting(3)
|
-
|
-
|
(1) | Amounts represent lump sum severance payments that could be paid to the executive officer under such executive's employment agreement as of December 31, 2014. |
(2) | The exercise price of unvested options other than for those options granted to Dr. West and Mr. Peabody on March 20, 2014 are greater than closing stock price on December 31, 2014. The total estimated net fair value of all unvested options per each Named Executive officer above is negative. As a result, the estimated fair values are presented as zero. |
(3) | There would have been no accelerated vesting of Mr. Lichtinger's unvested Asterias options and restricted stock as of December 31, 2014 under the terms of his Employment Agreement. |
12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
Number of
Shares
|
Percent of
Total
|
|||||||
Neal C. Bradsher(1)
|
17,990,693
|
22.9 %
|
||||||
Broadwood Partners, L.P.
|
||||||||
Broadwood Capital, Inc.
|
||||||||
724 Fifth Avenue, 9th Floor
|
||||||||
New York, NY 10019
|
||||||||
Alfred D. Kingsley(2)
|
8,157,811
|
10.4 %
|
||||||
Greenbelt Corp.
|
||||||||
Greenway Partners, L.P.
|
||||||||
150 E. 57th Street
|
||||||||
New York, NY 10022
|
||||||||
George Karfunkel
|
4,997,217
|
6.4 %
|
||||||
126 East 56th St.
|
||||||||
New York, NY 10022
|
(1) | Includes 17,832,785 shares owned by Broadwood Partners, L.P. 62,908 shares owned by Neal C. Bradsher, and 95,000 shares that may be acquired upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days. Excludes 5,000 shares that may be acquired by Mr. Bradsher upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Broadwood Capital Partners, L.P. also owns 641,025 shares of Asterias common stock and warrants to purchase 1,000,000 shares of Asterias common stock, which, if exercised, would constitute approximately 5% of the outstanding shares of Asterias common stock. Broadwood Capital, Inc. is the general partner of Broadwood Partners, L.P., and Mr. Bradsher is the President of Broadwood Capital, Inc. Mr. Bradsher and Broadwood Capital, Inc. may be deemed to beneficially own the shares that Broadwood Partners, L.P. owns. |
(2) | Includes 1,506,905 shares presently owned by Greenbelt Corp, 375,351 shares owned by Greenway Partners, L.P., 6,038,055 shares owned solely by Alfred D. Kingsley, and 237,500 shares that may be acquired by Mr. Kingsley upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days. Excludes 12,500 shares that may be acquired by Mr. Kingsley upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Mr. Kingsley controls Greenbelt Corp. and Greenway Partners, L.P. and may be deemed to beneficially own the shares that Greenbelt Corp. and Greenway Partners, L.P. own. Mr. Kingsley beneficially owns 12.59% of the outstanding shares of common stock, of BioTime's subsidiary LifeMap Sciences Inc., including 523,810 shares owned by Mr. Kingsley and 1,047,620 shares owned by Greenway Partners, L.P., and 69,821 shares that may be acquired upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days, but excluding 52,250 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Mr. Kingsley beneficially owns; 12.6% of the outstanding shares of common stock, of BioTime's subsidiary LifeMap Sciences, including 69,821 shares that may be acquired upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days, but excluding 52,250 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days; 4.2% of the outstanding shares of common stock of BioTime's subsidiary LifeMap Solutions on a diluted basis, including 225 shares that may be acquired upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days, but excluding 608 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days; 2.6% of the outstanding shares of BioTime's subsidiary BioTime Asia, including 100 shares that may be acquired upon the exercise of certain stock options that are presently exercisable; and 1.2% of the outstanding shares of common stock, of BioTime's subsidiary OrthoCyte Corporation, including 250,000 shares that may be acquired upon the exercise of certain stock options that are presently exercisable. Mr. Kingsley also holds options to purchase shares of common stock of certain other subsidiaries, which if exercised, would constitute less than 1% of the outstanding shares of each subsidiary. |
Number of Shares
|
Percent
of Total
|
|||||||
Neal C. Bradsher(1)
|
17,990,693
|
22.9
|
%
|
|||||
Alfred D. Kingsley(2)
|
8,157,811
|
10.4
|
%
|
|||||
Michael D. West(3)
|
1,055,153
|
1.3
|
%
|
|||||
Judith Segall(4)
|
637,936
|
*
|
||||||
Robert W. Peabody(5)
|
405,410
|
*
|
||||||
Pedro Lichtinger(6)
|
211,250
|
*
|
||||||
Aditya P. Mohanty (7)
|
70,312
|
*
|
||||||
Stephen C. Farrell(8)
|
102,450
|
*
|
||||||
Deborah Andrews (9)
|
35,000
|
*
|
||||||
David Schlachet(10)
|
67,050
|
*
|
||||||
Michael H. Mulroy(11)
|
42,550
|
*
|
||||||
Stephen L. Cartt(11)
|
90,125
|
*
|
||||||
Angus C. Russell(11)
|
27,500
|
*
|
||||||
All executive officers and directors as a group (13 persons)(12)
|
28,893,240
|
36.4
|
%
|
*
|
Less than 1%
|
(1) | Includes 17,832,785 shares owned by Broadwood Partners, L.P. 62,908 shares owned by Neal C. Bradsher, and 95,000 shares that may be acquired upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days. Excludes 5,000 shares that may be acquired by Mr. Bradsher upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Broadwood Capital Partners, L.P. also owns 641,025 shares of Asterias common stock and warrants to purchase 1,000,000 shares of Asterias common stock, which, if exercised, would constitute approximately 5% of the outstanding shares of Asterias common stock. Broadwood Capital, Inc. is the general partner of Broadwood Partners, L.P., and Mr. Bradsher is the President of Broadwood Capital, Inc. Mr. Bradsher and Broadwood Capital, Inc. may be deemed to beneficially own the shares that Broadwood Partners, L.P. owns. |
(2) | Includes 1,506,905 shares presently owned by Greenbelt Corp, 375,351 shares owned by Greenway Partners, L.P., 6,038,055 shares owned solely by Alfred D. Kingsley, and 237,500 shares that may be acquired by Mr. Kingsley upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days. Excludes 12,500 shares that may be acquired by Mr. Kingsley upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Mr. Kingsley controls Greenbelt Corp. and Greenway Partners, L.P. and may be deemed to beneficially own the shares that Greenbelt Corp. and Greenway Partners, L.P. own. Mr. Kingsley beneficially owns 12.59% of the outstanding shares of common stock, of BioTime's subsidiary LifeMap Sciences Inc., including 523,810 shares owned by Mr. Kingsley and 1,047,620 shares owned by Greenway Partners, L.P., and 69,821 shares that may be acquired upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days, but excluding 52,250 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Mr. Kingsley beneficially owns; 12.6% of the outstanding shares of common stock, of BioTime's subsidiary LifeMap Sciences, including 69,821 shares that may be acquired upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days, but excluding 52,250 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days; 3.62% of the outstanding shares of common stock of BioTime's subsidiary LifeMap Solutions on a diluted basis taking into account LifeMap Sciences' rights to acquire additional LifeMap Solutions stock, including 225 shares that may be acquired upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days, but excluding 608 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days; 2.6% of the outstanding shares of BioTime's subsidiary BioTime Asia, including 100 shares that may be acquired upon the exercise of certain stock options that are presently exercisable; and 1.2% of the outstanding shares of common stock, of BioTime's subsidiary OrthoCyte Corporation, including 250,000 shares that may be acquired upon the exercise of certain stock options that are presently exercisable. Mr. Kingsley also holds options to purchase shares of common stock of certain other subsidiaries, which if exercised, would constitute less than 1% of the outstanding shares of each subsidiary. |
(3) | Includes 179,166 shares that may be acquired upon the exercise of certain stock options that are presently exercisable or that may become exercisable within 60 days. Excludes 220,834 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Options to purchase common shares or ordinary shares of certain BioTime subsidiaries as of December 31, 2014 are shown in the Outstanding Equity Awards at Fiscal Year-End table in the Executive Compensation section of this amendment. If exercised, such options that are presently exercisable or may become exercisable within 60 days would entitle Mr. West to acquire 3.62% of the o outstanding shares of LifeMap Solutions on a diluted basis taking into account LifeMap Sciences' rights to acquire additional LifeMap Solutions stock, 2.6% of the outstanding shares of BioTime Asia, 2.3% of the outstanding shares of OrthoCyte Corporation, 1.9% of the outstanding shares of ReCyte Therapeutics, Inc., 1.5% of the outstanding shares of OncoCyte, and less than 1% of the outstanding shares of the other subsidiaries. |
(4) | Includes 44,791 shares that may be acquired upon the exercise of certain stock options that are presently exercisable or that may become exercisable within 60 days. Excludes 105,209 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Ms. Segall also holds options to purchase 30,000 shares of common stock of Asterias and 10,000 shares of common stock of OncoCyte which if exercised would constitute less than 1% of the outstanding shares of those subsidiaries. |
(5) | Includes 50 shares that may be acquired upon the exercise of certain warrants and 89,633 shares that may be acquired upon the exercise of certain options that are presently exercisable or that may become exercisable within 60 days. Excludes 110,417 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Options to purchase common shares or ordinary shares of certain BioTime subsidiaries as of December 31, 2014 are shown in the Outstanding Equity Awards at Fiscal Year-End table in the Executive Compensation section of this amendment. If exercised, such options would entitle Mr. Peabody to acquire 2.6% of the outstanding shares of BioTime Asia, 1.2% of the outstanding shares of OrthoCyte Corporation, and less than 1% of the outstanding shares of the other subsidiaries. |
(6) | Includes 85,000 shares that may be acquired upon the exercise of certain options that are presently exercisable or that may become exercisable within 60 days. Mr. Lichtinger also beneficially owns 778,205 shares of common stock of Asterias which include 250,000 shares that may be acquired upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days, but excluding 950,000 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days, and excluding 23,931 shares of restricted stock that are subject to restrictions on transfer, constituting approximately 2.4% of the outstanding shares of Asterias. |
(7) | Excludes 604,688 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. |
(8) | Includes 55,000 shares that may be acquired upon the exercise of certain options that are presently exercisable or that may become exercisable within 60 days. Excludes 5,000 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. |
(9) | Includes 35,000 shares that may be acquired upon the exercise of certain options that are presently exercisable or that may become exercisable within 60 days. Excludes 5,000 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. |
(10) | Includes 35,000 shares that may be acquired upon the exercise of certain options that are presently exercisable or that may become exercisable within 60 days. Excludes 5,000 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. |
(11) | Includes 10,000 shares that may be acquired upon the exercise of certain options that are presently exercisable or that may become exercisable within 60 days. Excludes 10,000 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. |
(12) | Includes 50 shares that may be acquired upon the exercise of certain warrants and 956,402 shares that may be acquired upon the exercise of certain options that are presently exercisable or that may become exercisable within 60 days. Excludes 1,103,648 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and will not become exercisable within 60 days. |
Item 13. | Certain Relationships and Related Transactions and Director Independence |
· | the interest of the officer, director, beneficial owner of more than 5% of our common shares, or any member of their immediate family ("Related Person") in the Related Person Transaction; |
· | the approximate dollar value of the amount involved in the Related Person Transaction; |
· | the approximate dollar value of the amount of the Related Person's interest in the transaction without regard to the amount of any profit or loss; |
· | whether the transaction was undertaken in the ordinary course of our business; |
· | whether the transaction with the Related Person is proposed to be, or was, entered into on terms no less favorable to us than terms that could have been reached with an unrelated third party; |
· | the purpose of, and the potential benefits to the transaction to us; and |
· | any other information regarding the Related Person Transaction or the Related Person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction. |
Item 14. | Principal Accounting Fees and Services |
2014
|
2013
|
|||||||
Audit Fees (1)
|
$
|
274,744
|
$
|
213,000
|
||||
Audit Related Fees (2)
|
22,370
|
16,500
|
||||||
Tax Fees (3)
|
11,250
|
65,000
|
||||||
Total Fees
|
$
|
308,364
|
$
|
295,000
|
(1) | Audit Fees consist of fees billed for professional services rendered for the audit of BioTime's consolidated annual financial statements included in our Annual Report on Form 10-K and review of the interim consolidated financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by our independent registered public accountants in connection with statutory and regulatory filings or engagements. For the fiscal years ended December 31, 2014 and 2013, aggregate fees for professional services billed by Rothstein Kass were $184,250 and $213,000, respectively and by OUM were $90,494 and $0.00, respectively. |
(2) | Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of BioTime's consolidated financial statements and are not reported under "Audit Fees." This category includes fees related to non-routine SEC filings. For the fiscal years ended December 31, 2014 and 2013, aggregate fees for professional services billed by Rothstein Kass were $17,000 and $16,500, respectively and by OUM were $5,370 and $0.00, respectively. |
(3) | Tax Fees were billed for services including assistance with tax compliance and the preparation of tax returns, tax consultation services, assistance in connection with tax audits and tax advice related to mergers, acquisitions and dispositions. For the fiscal years ended December 31, 2014 and 2013, fees for professional services billed by Rothstein Kass were $11,250 and $65,000, respectively and none by OUM. |
Item 15. | Exhibits, Financial Statement Schedules |
Item 15
|
The following documents of BioTime, Inc. were filed as part of the Annual Report on Form 10-K that was filed on March 11, 2015.
|
(a-1)
|
Financial Statements.
|
(a-2)
|
Financial Statement Schedules
|
(a-3)
|
Exhibits.
|
Exhibit
Numbers
|
Description
|
2.1
|
Asset Contribution Agreement, dated January 4, 2013, by and among BioTime, Inc., BioTime Acquisition Corporation, and Geron Corporation. Schedules to the Asset Contribution Agreement have been omitted. BioTime agrees to furnish supplementally a copy of the omitted schedules to the Commission upon request. (1)
|
3.1
|
Articles of Incorporation with all amendments (2)
|
3.2
|
By-Laws, As Amended (3)
|
4.1
|
Specimen of Common Share Certificate (4)
|
4.2
|
Specimen of Series A Convertible Preferred Stock Certificate (5)
|
4.3
|
Certificate of Determination of Series A Convertible Preferred Stock (5)
|
4.4
|
Warrant Agreement between BioTime, Inc. and Romulus Films, Ltd. (6)
|
4.5
|
Form of Warrant. (included in Exhibit 4.4) (6)
|
4.6
|
Form of Warrant Issued June 2013 (7)
|
4.7
|
Warrant Agreement, dated as of October 1, 2013, as amended September 19, 2014, between BioTime, Inc. and American Stock Transfer & Trust Company, LLC as Warrant Agent for the benefit of Asterias Biotherapeutics, Inc. (8)
|
4.8
|
Warrant Issued October 1, 2013 to Asterias Biotherapeutics, Inc. (included in Exhibit 4.7) (8)
|
10.1
|
Intellectual Property Agreement between BioTime, Inc. and Hal Sternberg (4)
|
10.2
|
Intellectual Property Agreement between BioTime, Inc. and Judith Segall (4)
|
10.3
|
2002 Stock Option Plan, as amended (9)
|
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)
|
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) (11)
|
10.6
|
Exclusive License Agreement between BioTime, Inc. and CJ Corp. (12)
|
10.7
|
Amendment to Exclusive License Agreement Between BioTime, Inc. and Hospira, Inc. (13)
|
10.8
|
Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Michael D. West. (14)
|
10.9
|
Commercial License and Option Agreement between BioTime and Wisconsin Alumni Research Foundation (15)
|
10.10
|
License Agreement, dated July 10, 2008, between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. (16)
|
10.11
|
License Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. (17)
|
10.12
|
Sublicense Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. (17)
|
10.13
|
First Amendment of Commercial License and Option Agreement, dated March 11, 2009, between BioTime and Wisconsin Alumni Research Foundation (18)
|
10.14
|
Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Robert Peabody (18)
|
10.15
|
Registration Rights Agreement between OncoCyte Corporation and George Karfunkel (19)
|
10.16
|
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. (20)
|
10.17
|
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) (20)
|
10.18
|
Amended and Restated Research and License Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. (20)
|
10.19
|
Additional Research Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. (20)
|
10.20
|
Exclusive License Agreement, dated November 20, 2007, between Cell Targeting, Inc. and Burnham Institute for Medical Research (20)
|
10.21
|
OncoCyte Corporation 2010 Stock Option Plan; Form of OncoCyte Corporation Stock Option Agreement (20)
|
10.22
|
OrthoCyte Corporation 2010 Stock Option Plan; Form of OrthoCyte Corporation Stock Option Agreement (20)
|
10.23
|
BioTime Asia, Limited 2010 Stock Option Plan; Form of BioTime Asia Limited Stock Option Agreement (20)
|
10.24
|
Lease, dated October 28, 2010, between SKS Harbor Bay Associates, LLC and BioTime, Inc. (20)
|
10.25
|
License Agreement between BioTime, Inc. and Cornell University (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (21)
|
10.26
|
LifeMap, Inc. 2011 Stock Option Plan; and Form of LifeMap, Inc. Stock Option Agreement (22)
|
10.27
|
Share Exchange and Contribution Agreement, dated July 24, 2012, among LifeMap Sciences, Inc., Alfred D. Kingsley, and Greenway Partners, L.P. (23)
|
10.28
|
Exclusive License Agreement, dated February 15, 2006, between Glycosan BioSystems, Inc. and the University of Utah Research Foundation, as amended (24)
|
10.29
|
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. (24)
|
10.30
|
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. (25)
|
10.31
|
Indemnification Agreement, dated January 4, 2013, by and among BioTime, Inc., Broadwood Partners, L.P, and Neal Bradsher (1)
|
10.32
|
Indemnification Agreement, dated January 4, 2013, by and among BioTime, Inc., Alfred D. Kingsley, Greenbelt Corp. and Greenway Partners, L.P. (1)
|
10.33
|
Business Park Lease, dated January 7, 2013, between David D. Bohannon Organization and BioTime, Inc. (25)
|
10.34
|
Stock and Warrant Purchase Agreement, dated June 3, 2013, between BioTime, Inc. and certain investors (26)
|
10.35
|
Option Agreement, dated June 3, 2013, between BioTime, Inc. and certain investors (26)
|
10.36
|
Client Referral and Solicitation Agreement, dated April 1, 2013, between BioTime, Inc., LifeMap Sciences, Inc. and OBEX Securities, LLC (7)
|
10.37
|
Royalty Agreement, dated October 1, 2013, between Asterias Biotherapeutics, Inc. and Geron Corporation (27)
|
10.38
|
Exclusive Sublicense Agreement, dated October 1, 2013, between Geron Corporation and Asterias Biotherapeutics, Inc. (27)
|
10.39
|
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 (27)
|
10.40
|
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) (27)
|
10.41
|
Equity Incentive Plan (27)
|
10.42
|
Form of Employee Incentive Stock Option Agreement (27)
|
10.43
|
Form of Non-employee Director Stock Option Agreement (27)
|
10.44
|
Asterias Biotherapeutics, Inc. Equity Incentive Plan (28)
|
10.45
|
Form of Asterias Biotherapeutics, Inc. Employee Incentive Stock Option Agreement (29)
|
10.46
|
Form of Asterias Biotherapeutics, Inc. Non-employee Director Stock Option Agreement (29)
|
10.47
|
Lease, dated December 30, 2013, by and between BMR 6300 Dumbarton Circle, LP, and Asterias Biotherapeutics, Inc. (30)
|
10.48
|
Preferred Stock Purchase Agreement, dated March 4, 2014, between BioTime and certain investors (30)
|
10.49
|
Option Agreement, dated March 4, 2014, between BioTime and certain investors (30)
|
10.50
|
Co-Development and Option Agreement, dated May 6, 2014, between LifeMap Solutions, Inc. and the Icahn School of Medicine at Mount Sinai (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (31)
|
10.51
|
Stock Purchase Agreement, dated May 6, 2014, between LifeMap Sciences, Inc. and BioTime, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (31)
|
10.52
|
Stock Purchase Agreement, dated June 12, 2014, between Pedro Lichtinger and Asterias Biotherapeutics, Inc. (31)
|
10.53
|
Purchase Agreement, dated June 13, 2014, between Broadwood Partners, L.P. and Asterias Biotherapeutics, Inc. (31)
|
10.54
|
Purchase Agreement, dated June 13, 2014, between The George Karfunkel 2007 Grantor Trust #1 and Asterias Biotherapeutics, Inc. (31)
|
10.55
|
Registration Rights Agreement, dated June 16, 2014, between The George Karfunkel 2007 Grantor Trust #1, Broadwood Partners, L.P., and Asterias Biotherapeutics, Inc. (31)
|
10.56
|
Employment Agreement, dated as of June 9, 2014, between Pedro Lichtinger and Asterias Biotherapeutics, Inc. (31)
|
10.57
|
LifeMap Solutions, Inc. 2014 Stock Option Plan (31)
|
10.58
|
Form of LifeMap Solutions, Inc. Incentive Stock Option Agreement (31)
|
10.59
|
Form of LifeMap Solutions, Inc. Stock Option Agreement (31)
|
10.60
|
Clinical Trial and Option Agreement, dated September 8, 2014, between Asterias Biotherapeutics, Inc. and Cancer Research UK and Cancer Research Technology Limited(Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (32)
|
10.61
|
Notice of Grant Award, dated as of October 16, 2014, between the California Institute for Regenerative Medicine and Asterias Biotherapeutics, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment)*
|
10.62
|
Amendment to Notice of Grant Award, dated as of November 26, 2014, between the California Institute for Regenerative Medicine and Asterias Biotherapeutics, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment)*
|
10.63
|
Consulting Agreement, dated December 15, 2014, between BioTime, Inc. and William P. Tew *
|
10.64
|
Employment Agreement, dated December 29, 2014, between BioTime, Inc. Aditya Mohanty *
|
10.65
|
Subscription Agreements between Asterias Biotherapeutics, Inc. and the investors named therein *
|
21.1
|
List of Subsidiaries*
|
23.1
|
Consent of OUM & Co. LLP*
|
23.2
|
Consent of Rothstein Kass*
|
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 Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2013
|
(2)
|
Incorporated by reference to BioTime’s Annual Report on Form 10-K/A-1 for the year ended December 31, 2013
|
(3)
|
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
|
(4)
|
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
|
(5)
|
Incorporated by reference to BioTime’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2014
|
(6)
|
Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2012
|
(7)
|
Incorporated by reference to BioTime’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2013
|
(8)
|
Incorporated by reference to BioTime’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 23, 2014
|
(9)
|
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009
|
(10)
|
Incorporated by reference to BioTime’s Current Report on Form 8-K, filed April 24, 1997
|
(11)
|
Incorporated by reference to BioTime’s Form Quarterly Report on 10-Q for the quarter ended June 30, 1999
|
(12)
|
Incorporated by reference to BioTime’s Annual Report on Form 10-K/A-1 for the year ended December 31, 2002
|
(13)
|
Incorporated by reference to BioTime’s Current Report on Form 8-K, filed January 13, 2006
|
(14)
|
Incorporated by reference to BioTime’s Annual Report on Form 10-KSB for the year ended December 31, 2007
|
(15)
|
Incorporated by reference to BioTime’s Current Report on Form 8-K, filed January 9, 2008
|
(16)
|
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008
|
(17)
|
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008
|
(18)
|
Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2008
|
(19)
|
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009
|
(20)
|
Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2010
|
(21)
|
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011
|
(22)
|
Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2011
|
(23)
|
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
|
(24)
|
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
(25)
|
Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2012
|
(26)
|
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013
|
(27)
|
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013
|
(28)
|
Incorporated by reference to Amendment No. 1 to Registration Statement on Form S-1 (333-187706) filed by Asterias Biotherapeutics, Inc. with the Securities and Exchange Commission on June 26, 2013
|
(29)
|
Incorporated by reference to Amendment No. 2 to Registration Statement on Form S-1 (333-187706) filed by Asterias Biotherapeutics, Inc. with the Securities and Exchange Commission on August 13, 2013
|
(30)
|
Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2013
|
(31)
|
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014
|
(32)
|
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q/A-1 for the quarter ended September 30, 2014
|
*
|
Previously filed with BioTime’s Annual Report on Form 10-K for the year ended December 31, 2014
|
**
|
Filed herewith
|
BIOTIME, INC.
|
|||
By:
|
/s/Michael D. West
|
||
Michael D. West, Ph.D.
|
|||
Chief Executive Officer
|
Exhibit
Numbers
|
Description
|
2.1
|
Asset Contribution Agreement, dated January 4, 2013, by and among BioTime, Inc., BioTime Acquisition Corporation, and Geron Corporation. Schedules to the Asset Contribution Agreement have been omitted. BioTime agrees to furnish supplementally a copy of the omitted schedules to the Commission upon request. (1)
|
3.1
|
Articles of Incorporation with all amendments (2)
|
3.2
|
By-Laws, As Amended (3)
|
4.1
|
Specimen of Common Share Certificate (4)
|
4.2
|
Specimen of Series A Convertible Preferred Stock Certificate (5)
|
4.3
|
Certificate of Determination of Series A Convertible Preferred Stock (5)
|
4.4
|
Warrant Agreement between BioTime, Inc. and Romulus Films, Ltd. (6)
|
4.5
|
Form of Warrant. (included in Exhibit 4.4) (6)
|
4.6
|
Form of Warrant Issued June 2013 (7)
|
4.7
|
Warrant Agreement, dated as of October 1, 2013, as amended September 19, 2014, between BioTime, Inc. and American Stock Transfer & Trust Company, LLC as Warrant Agent for the benefit of Asterias Biotherapeutics, Inc. (8)
|
4.8
|
Warrant Issued October 1, 2013 to Asterias Biotherapeutics, Inc. (included in Exhibit 4.7) (8)
|
10.1
|
Intellectual Property Agreement between BioTime, Inc. and Hal Sternberg (4)
|
10.2
|
Intellectual Property Agreement between BioTime, Inc. and Judith Segall (4)
|
10.3
|
2002 Stock Option Plan, as amended (9)
|
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)
|
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) (11)
|
10.6
|
Exclusive License Agreement between BioTime, Inc. and CJ Corp. (12)
|
10.7
|
Amendment to Exclusive License Agreement Between BioTime, Inc. and Hospira, Inc. (13)
|
|
10.8
|
Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Michael D. West. (14)
|
|
10.9
|
Commercial License and Option Agreement between BioTime and Wisconsin Alumni Research Foundation (15)
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|
10.10
|
License Agreement, dated July 10, 2008, between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. (16)
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|
10.11
|
License Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. (17)
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|
10.12
|
Sublicense Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. (17)
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|
10.13
|
First Amendment of Commercial License and Option Agreement, dated March 11, 2009, between BioTime and Wisconsin Alumni Research Foundation (18)
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|
10.14
|
Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Robert Peabody (18)
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|
10.15
|
Registration Rights Agreement between OncoCyte Corporation and George Karfunkel (19)
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|
10.16
|
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. (20)
|
|
10.17
|
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) (20)
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|
10.18
|
Amended and Restated Research and License Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. (20)
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|
10.19
|
Additional Research Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. (20)
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|
10.20
|
Exclusive License Agreement, dated November 20, 2007, between Cell Targeting, Inc. and Burnham Institute for Medical Research (20)
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|
10.21
|
OncoCyte Corporation 2010 Stock Option Plan; Form of OncoCyte Corporation Stock Option Agreement (20)
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|
10.22
|
OrthoCyte Corporation 2010 Stock Option Plan; Form of OrthoCyte Corporation Stock Option Agreement (20)
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|
10.23
|
BioTime Asia, Limited 2010 Stock Option Plan; Form of BioTime Asia Limited Stock Option Agreement (20)
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10.24
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Lease, dated October 28, 2010, between SKS Harbor Bay Associates, LLC and BioTime, Inc. (20)
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|
10.25
|
License Agreement between BioTime, Inc. and Cornell University (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (21)
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10.26
|
LifeMap, Inc. 2011 Stock Option Plan; and Form of LifeMap, Inc. Stock Option Agreement (22)
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|
10.27
|
Share Exchange and Contribution Agreement, dated July 24, 2012, among LifeMap Sciences, Inc., Alfred D. Kingsley, and Greenway Partners, L.P. (23)
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|
10.28
|
Exclusive License Agreement, dated February 15, 2006, between Glycosan BioSystems, Inc. and the University of Utah Research Foundation, as amended (24)
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|
10.29
|
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. (24)
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|
10.30
|
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. (25)
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|
10.31
|
Indemnification Agreement, dated January 4, 2013, by and among BioTime, Inc., Broadwood Partners, L.P, and Neal Bradsher (1)
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|
10.32
|
Indemnification Agreement, dated January 4, 2013, by and among BioTime, Inc., Alfred D. Kingsley, Greenbelt Corp. and Greenway Partners, L.P. (1)
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|
10.33
|
Business Park Lease, dated January 7, 2013, between David D. Bohannon Organization and BioTime, Inc. (25)
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|
10.34
|
Stock and Warrant Purchase Agreement, dated June 3, 2013, between BioTime, Inc. and certain investors (26)
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|
10.35
|
Option Agreement, dated June 3, 2013, between BioTime, Inc. and certain investors (26)
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|
10.36
|
Client Referral and Solicitation Agreement, dated April 1, 2013, between BioTime, Inc., LifeMap Sciences, Inc. and OBEX Securities, LLC (7)
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|
10.37
|
Royalty Agreement, dated October 1, 2013, between Asterias Biotherapeutics, Inc. and Geron Corporation (27)
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|
10.38
|
Exclusive Sublicense Agreement, dated October 1, 2013, between Geron Corporation and Asterias Biotherapeutics, Inc. (27)
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|
10.39
|
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 (27)
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|
10.40
|
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) (27)
|
|
10.41
|
Equity Incentive Plan (27)
|
|
10.42
|
Form of Employee Incentive Stock Option Agreement (27)
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|
10.43
|
Form of Non-employee Director Stock Option Agreement (27)
|
|
10.44
|
Asterias Biotherapeutics, Inc. Equity Incentive Plan (28)
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|
10.45
|
Form of Asterias Biotherapeutics, Inc. Employee Incentive Stock Option Agreement (29)
|
|
10.46
|
Form of Asterias Biotherapeutics, Inc. Non-employee Director Stock Option Agreement (29)
|
10.47
|
Lease, dated December 30, 2013, by and between BMR 6300 Dumbarton Circle, LP, and Asterias Biotherapeutics, Inc. (30)
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|
10.48
|
Preferred Stock Purchase Agreement, dated March 4, 2014, between BioTime and certain investors (30)
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|
10.49
|
Option Agreement, dated March 4, 2014, between BioTime and certain investors (30)
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|
10.50
|
Co-Development and Option Agreement, dated May 6, 2014, between LifeMap Solutions, Inc. and the Icahn School of Medicine at Mount Sinai (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (31)
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|
10.51
|
Stock Purchase Agreement, dated May 6, 2014, between LifeMap Sciences, Inc. and BioTime, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (31)
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|
10.52
|
Stock Purchase Agreement, dated June 12, 2014, between Pedro Lichtinger and Asterias Biotherapeutics, Inc. (31)
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|
10.53
|
Purchase Agreement, dated June 13, 2014, between Broadwood Partners, L.P. and Asterias Biotherapeutics, Inc. (31)
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|
10.54
|
Purchase Agreement, dated June 13, 2014, between The George Karfunkel 2007 Grantor Trust #1 and Asterias Biotherapeutics, Inc. (31)
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|
10.55
|
Registration Rights Agreement, dated June 16, 2014, between The George Karfunkel 2007 Grantor Trust #1, Broadwood Partners, L.P., and Asterias Biotherapeutics, Inc. (31)
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|
10.56
|
Employment Agreement, dated as of June 9, 2014, between Pedro Lichtinger and Asterias Biotherapeutics, Inc. (31)
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|
10.57
|
LifeMap Solutions, Inc. 2014 Stock Option Plan (31)
|
|
10.58
|
Form of LifeMap Solutions, Inc. Incentive Stock Option Agreement (31)
|
|
10.59
|
Form of LifeMap Solutions, Inc. Stock Option Agreement (31)
|
|
10.60
|
Clinical Trial and Option Agreement, dated September 8, 2014, between Asterias Biotherapeutics, Inc. and Cancer Research UK and Cancer Research Technology Limited(Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (32)
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|
10.61
|
Notice of Grant Award, dated as of October 16, 2014, between the California Institute for Regenerative Medicine and Asterias Biotherapeutics, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment)*
|
|
10.62
|
Amendment to Notice of Grant Award, dated as of November 26, 2014, between the California Institute for Regenerative Medicine and Asterias Biotherapeutics, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment)*
|
|
10.63
|
Consulting Agreement, dated December 15, 2014, between BioTime, Inc. and William P. Tew *
|
|
10.64
|
Employment Agreement, dated December 29, 2014, between BioTime, Inc. Aditya Mohanty *
|
|
10.65
|
Subscription Agreements between Asterias Biotherapeutics, Inc. and the investors named therein *
|
|
21.1
|
List of Subsidiaries*
|
|
23.1
|
Consent of OUM & Co. LLP*
|
23.2
|
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 Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2013
|
(2)
|
Incorporated by reference to BioTime’s Annual Report on Form 10-K/A-1 for the year ended December 31, 2013
|
(3)
|
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
|
(4)
|
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
|
(5)
|
Incorporated by reference to BioTime’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2014
|
(6)
|
Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2012
|
(7)
|
Incorporated by reference to BioTime’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2013
|
(8)
|
Incorporated by reference to BioTime’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 23, 2014
|
(9)
|
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009
|
(10)
|
Incorporated by reference to BioTime’s Current Report on Form 8-K, filed April 24, 1997
|
(11)
|
Incorporated by reference to BioTime’s Form Quarterly Report on 10-Q for the quarter ended June 30, 1999
|
(12)
|
Incorporated by reference to BioTime’s Annual Report on Form 10-K/A-1 for the year ended December 31, 2002
|
(13)
|
Incorporated by reference to BioTime’s Current Report on Form 8-K, filed January 13, 2006
|
(14)
|
Incorporated by reference to BioTime’s Annual Report on Form 10-KSB for the year ended December 31, 2007
|
(15)
|
Incorporated by reference to BioTime’s Current Report on Form 8-K, filed January 9, 2008
|
(16)
|
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008
|
(17)
|
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008
|
(18)
|
Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2008
|
(19)
|
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009
|
(20)
|
Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2010
|
(21)
|
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011
|
(22)
|
Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2011
|
(23)
|
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
|
(24)
|
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
(25)
|
Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2012
|
(26)
|
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013
|
(27)
|
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013
|
(28)
|
Incorporated by reference to Amendment No. 1 to Registration Statement on Form S-1 (333-187706) filed by Asterias Biotherapeutics, Inc. with the Securities and Exchange Commission on June 26, 2013
|
(29)
|
Incorporated by reference to Amendment No. 2 to Registration Statement on Form S-1 (333-187706) filed by Asterias Biotherapeutics, Inc. with the Securities and Exchange Commission on August 13, 2013
|
(30)
|
Incorporated by reference to BioTime’s Annual Report on Form 10-K for the year ended December 31, 2013
|
(31)
|
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014
|
(32)
|
Incorporated by reference to BioTime’s Quarterly Report on Form 10-Q/A-1 for the quarter ended September 30, 2014
|
*
|
Previously filed with BioTime’s Annual Report on Form 10-K for the year ended December 31, 2014
|
**
|
Filed herewith
|