BioTime and BioTime Acquisition Corporation Announce Combined $10 Million
ALAMEDA, Calif. -- November 15, 2012
BioTime, Inc. (NYSE MKT: BTX) and its recently formed subsidiary BioTime
Acquisition Corporation (BAC) jointly announced today that they have entered
into a non-binding letter of intent for a $10 million investment from a
private investor to provide financing for the recently announced proposed
acquisition of Geron Corp.’s stem cell assets by BAC.
Under the terms outlined in the letter of intent, the investor will invest $5
million in BioTime by purchasing 1.35 million BioTime common shares at a
purchase price of approximately $3.70 per share, and warrants to purchase
650,000 additional BioTime common shares with an exercise price of $5 per
share and a three year term.
In addition, the investor will contribute $5 million in cash to BAC in
exchange for shares of BAC common stock that, upon issuance, will represent
approximately 7% of the BAC common stock then issued and outstanding, plus
warrants to purchase approximately 350,000 additional shares of BAC common
stock at an exercise price of $5 per share, with a three year term.
“This investment will provide BAC with financing to restart development of new
products and technologies from the soon to be acquired stem cell assets,”
stated Michael West, PhD, Chief Executive Officer of BioTime, Inc.
“We are very pleased to receive such financial support from an investor who
shares our vision of the emerging field of regenerative medicine,” said Thomas
Okarma, PhD, MD, BAC’s Chief Executive Officer. “We look forward to the
opportunity to restart research and development and to continue the effort to
bring cell replacement therapies to the many patients who need them.”
The letter of intent is not a binding agreement to complete the transactions.
Consummation of the transactions is subject to the investor entering into
definitive stock purchase agreements with BioTime and BAC, which agreements
will contain additional terms and conditions.
About BioTime, Inc.
BioTime, headquartered in Alameda, California, is a biotechnology company
focused on regenerative medicine and blood plasma volume expanders. Its broad
platform of stem cell technologies is enhanced through subsidiaries focused on
specific fields of application. BioTime develops and markets research products
in the fields of stem cells and regenerative medicine, including a wide array
of proprietary ACTCellerate™ cell lines, HyStem^® hydrogels, culture media,
and differentiation kits. BioTime is developing Renevia™ (formerly known as
HyStem^®-Rx), a biocompatible, implantable hyaluronan and collagen-based
matrix for cell delivery in human clinical applications. BioTime's therapeutic
product development strategy is pursued through subsidiaries that focus on
specific organ systems and related diseases for which there is a high unmet
medical need. BioTime's majority owned subsidiary Cell Cure Neurosciences Ltd.
is developing therapeutic products derived from stem cells for the treatment
of retinal and neural degenerative diseases. BioTime's subsidiary OrthoCyte
Corporation is developing therapeutic applications of stem cells to treat
orthopedic diseases and injuries. Another subsidiary, OncoCyte Corporation,
focuses on the diagnostic and therapeutic applications of stem cell technology
in cancer, including the diagnostic product PanC-Dx™ currently being developed
for the detection of cancer in blood samples. ReCyte Therapeutics, Inc. is
developing applications of BioTime's proprietary induced pluripotent stem cell
technology to reverse the developmental aging of human cells to treat
cardiovascular and blood cell diseases. BioTime's subsidiary LifeMap Sciences,
Inc. markets GeneCards^®, the leading human gene database, and is developing
an integrated database suite to complement GeneCards^® that will also include
the LifeMap™ database of embryonic development, stem cell research and
regenerative medicine, and MalaCards, the human disease database. LifeMap will
also market BioTime research products. BioTime's lead product, Hextend^®, is a
blood plasma volume expander manufactured and distributed in the U.S. by
Hospira, Inc. and in South Korea by CJ CheilJedang Corporation under exclusive
licensing agreements. Additional information about BioTime can be found on the
web at www.biotimeinc.com.
About BioTime Acquisition Corporation
BioTime Acquisition Corporation is a newly formed wholly owned subsidiary of
BioTime, Inc., through which BioTime plans to pursue opportunities and acquire
assets and businesses in the fields of stem cells and regenerative medicine.
This communication is for informational purposes only and does not constitute
an offer to sell any shares of BAC common stock or warrants or any BioTime
common shares or warrants. The BAC common stock and warrants and the BioTime
common shares and warrants may not be offered or sold in the United States
absent registration under the Securities Act of 1933, as amended, and or an
applicable exemption from registration requirements.
BioTime Forward-Looking Statements
Statements pertaining to future financial and/or operating results, future
growth in research, technology, clinical development, and potential
opportunities for BioTime or BAC, along with other statements about the future
expectations, beliefs, goals, plans, or prospects expressed by management
constitute forward-looking statements. Any statements that are not historical
fact (including, but not limited to statements that contain words such as
“will,” “believes,” “plans,” “anticipates,” “expects,” “estimates”) should
also be considered to be forward-looking statements. Forward-looking
statements involve risks and uncertainties, including, without limitation,
risks inherent in the development and/or commercialization of potential
products, uncertainty in the results of clinical trials or regulatory
approvals, need and ability to obtain future capital, and maintenance of
intellectual property rights. Actual results may differ materially from the
results anticipated in these forward-looking statements and as such should be
evaluated together with the many uncertainties that affect the business of
BioTime or BAC, particularly those mentioned in cautionary statements that are
found in public filings with the Securities and Exchange Commission, and other
filings that BioTime or BAC may make with the Securities and Exchange
Commission. BioTime and BAC each disclaim any intent or obligation to update
these forward-looking statements.
To receive ongoing BioTime corporate communications, please click on the
following link to join our email alert list:
Peter Garcia, 510-521-3390, ext. 367
Chief Financial Officer
Judith Segall, 510-521-3390, ext. 301
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