BioTime Form 8K Oct 17 2007
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (date of earliest event reported): October
17, 2007.
BioTime,
Inc.
(Exact
name of registrant as specified in its charter)
California
|
1-12830
|
94-3127919
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
6121
Hollis Street
Emeryville,
California 94608
(Address
of principal executive offices)
(510)
350-2940
(Registrant's
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Statements
made in this Report that are not historical facts may constitute forward-looking
statements that are subject to risks and uncertainties that could cause actual
results to differ materially from those discussed. Such risks and uncertainties
include but are not limited to those discussed in this report and in BioTime's
Annual Report on Form 10-KSB filed with the Securities and Exchange Commission.
Words such as “expects,” “may,” “will,” “anticipates,” “intends,” “plans,”
“believes,” “seeks,” “estimates,” and similar expressions identify
forward-looking statements.
Section
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
See
the
information in item 2.03 below.
Section
2 - Financial Information
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
October 17, 2007 BioTimes
entered
into a First Amended and Restated Revolving Line of Credit Agreement (the
“Credit Agreement”) 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. The new maturity date of the Credit Agreement
will be April 30, 2008. The line of credit may mature prior to April 30, 2008
if
BioTime receives an aggregate of $2,000,000 through (A) the sale of capital
stock, (B) the collection of licensing fees, signing fees, milestone fees,
or
similar fees in excess of $1,000,000 under any present or future agreement
pursuant to which BioTime grants one or more licenses to use it’s patents or
technology, and (C) funds borrowed from other lenders. Loans under the line
of
credit will bear interest at 12% per annum. BioTime will use the line of credit
for working capital purposes. The line of credit is collateralized by a security
interest in BioTime’s right to receive royalty and other payments under
BioTime’s License Agreement with Hospira, Inc.
In
consideration for making the new line of credit available, BioTime issued to
the
investors a total of 200,000 common shares. The lenders who will provide funding
for the line of credit include Alfred D. Kingsley, George Karfunkel, and
Broadwood Partners, L.P., who are also BioTime shareholders.
Section
9-Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
Exhibit
Number
|
|
Description
|
|
|
|
10.1
|
|
First
Amended and Restated Revolving Line of Credit Agreement, dated October
17,
2007
|
10.2
|
|
Form
of Amended and Restated Revolving Credit Note
|
10.3
|
|
Form
of Revolving Credit Note
|
10.4
|
|
First
Amended and Restated Security Agreement, dated October 17,
2007
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
BIOTIME,
INC.
|
|
|
|
|
Date: October
18, 2007
|
By
/s/
Judith
Segall
|
|
Vice
President & Secretary
|
|
Member,
Office of the President
|
Exhibit
Number
|
|
Description
|
|
|
|
10.1
|
|
First
Amended and Restated Revolving Line of Credit Agreement, dated October
17,
2007
|
10.2
|
|
Form
of Amended and Restated Revolving Credit Note
|
10.3
|
|
Form
of Revolving Credit Note
|
10.4
|
|
First
Amended and Restated Security Agreement, dated October 17,
2007
|