formsc13da.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
(Amendment
No. 2)
(Name
of
Issuer)
Common
Shares, no par value
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09066L105
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(Title
of class of securities)
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(CUSIP
number)
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George
Karfunkel
59
Maiden Lane
New
York, New York 10038l
(212)
936-5100
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(Name,
address and telephone number of person authorized to receive notices
and
communications)
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October
17, 2007
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(Date
of event which requires filing of this statement)
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If
the filing person has previously filed a statement on Schedule 13G
to
report the acquisition which is the subject of this Schedule 13D,
and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ¨
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Note: When
filing this statement in paper format, six copies of this statement,
including exhibits, should be filed with the
Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
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(Continued
on following page(s))
(Page
1 of 5 Pages)
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CUSIP
No. 09066L105
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13D
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Page
2 of 5 Pages
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1
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NAME
OF REPORTING PERSON: George Karfunkel.
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON: ###-##-####**
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
[_]
(b)
[_]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS: PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d)
OR 2(e):
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[_]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION: United
States
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NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER
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2,392,041
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BENEFICIALLY
OWNED
BY
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8
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SHARED
VOTING POWER:
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0
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EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER:
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2,392,041
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER:
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0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON:
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2,392,041
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
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[_]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):8.5%
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9.8%
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14
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TYPE
OF REPORTING PERSON:
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IN
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This
Amendment No. 2 (“Amendment No.2”) amends and supplements the Statement on
Schedule 13D dated January 5, 2006, as amended by Amendment No. 1 dated April
18, 2006 (the “Statement”) relating to the common shares, no par value (the
“Shares”), of BioTime Inc., a California corporation (the “Company”), and is
filed by and on behalf of the undersigned reporting person. Unless
otherwise defined herein, all capitalized terms used herein shall have the
meanings previously ascribed to them in the previous filing of the
Statement.
ITEM
3.
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SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
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The
information Mr. Karfunkel’s cover sheet and the information presented in
response to Item 6 is incorporated by reference herein.
ITEM
4.
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PURPOSE
OF TRANSACTION
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The
information presented in response to Item 6 is incorporated by reference
herein.
ITEM
5.
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INTEREST
IN SECURITIES OF THE
ISSUER
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(a) As
of the date of this statement, Mr. Karfunkel beneficially owned the Shares
and
the percentage of the outstanding Shares of the Company shown the cover page,
which information is incorporated by reference herein. The percentage
is based upon the number of shares shown as outstanding on the Company’s
quarterly report on Form 10-QSB for the six months ended June 30, 2007 plus
200,000 shares issuable to the lenders under the Credit Agreement (as defined
below).
The
Shares beneficially owned by Mr. Karfunkel include 1,379,878 Shares that maybe
acquired upon the exercise of stock purchase warrants.
(b) As
of the date of this statement, Mr. Karfunkel had the sole power to vote or
direct the vote, and the sole power to dispose or to direct the disposition
of
the Shares shown on the cover page, which information is incorporated by
reference herein
If
Mr.
Karfunkel were to exercise the 1,379,878 warrants he owns, which are all
presently exercisable, he would share the sole power to vote or direct the
vote,
and sole the power to dispose or direct the disposition of such Shares upon
the
issuance of such Shares.
(c) Information
concerning transactions in the Shares by Mr. Karfunkel in the last 60 days
is
set forth in Item 6.
(d) No
other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Shares reported
in this Statement.
(e) Not
applicable.
ITEM
6.
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CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER
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On
October 17, 2007
BioTimes
entered into a First Amended and Restated Revolving Line of Credit Agreement
(the “Amended Credit Agreement”) with George Karfunkel and certain other
investors that increases the amount of BioTime’s line of credit to $1,000,000
and extends the maturity date of the line of credit under BioTime’s April 12,
2006 Credit Agreement. Loans under the line of credit will bear interest at
12%
per annum. The credit line will expire, and any funds borrowed must
be repaid, on the earlier of April 30, 2008 or when BioTime receives $2,000,000
in new funding through the sale of capital stock, the receipt of licensing
and
similar fees in excess of $1,000,000, from other borrowing, or any combination
of those sources. Under the Amended Credit Agreement, BioTime will
prepay, and the credit line will be reduced by, any funds received prior to
the
maturity date from those sources. The Amended Credit Agreement amends
the April 12, 2006 Credit Agreement. In consideration for making the
line of credit available, BioTime will issue to the investors a total of 200,000
common shares. The line of credit is collateralized by a security
interest in BioTime’s right to receive royalty and other payments under its
license agreement with Hospira, Inc. Mr. Karfunkel has agreed to lend
BioTime up to $250,000, and he will receive 50,000 Shares, under the Amended
Credit Agreement. The 50,000 Shares are in addition to Shares
previously issued to Mr. Karfunkel under the Credit Agreement dated April 12,
2006.
ITEM
7.
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MATERIAL
TO BE FILED AS EXHIBITS
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Exhibit
4
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First
Amended and Restated Revolving Credit Agreement, dated October 17,
2007. (Incorporated by reference to BioTime’s Form 8-K as filed
with the Securities and Exchange Commission on October 19,
2007)
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Exhibit
5
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First
Amended and Restated Security Agreement, dated October 17, 2007.
(Incorporated by reference to BioTime’s Form 8-K as filed with the
Securities and Exchange Commission on October 19, 2007)
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Exhibit
6
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Form
of Amended and Restated Revolving Credit Note of BioTime, Inc. in
the
principal amount of $100,000 dated April 12, 2006. (Incorporated
by
reference to BioTime’s Form 8-K as filed with the Securities and Exchange
Commission on October19 , 2007)
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Exhibit
7
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Form
of Revolving Credit Note of BioTime, Inc., (Incorporated by reference
to
BioTime’s Form 8-K as filed with the Securities and Exchange Commission on
October 19, 2007)
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SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, the undersigned
certifies that the information contained in this Statement is true, complete
and
correct.
Dated: October
19, 2007
s/George
Karfunkel
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George
Karfunkel
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