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): March 31,
2008.
BioTime,
Inc.
(Exact
name of registrant as specified in its charter)
California
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1-12830
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94-3127919
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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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:
£
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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£
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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.
Our
Revolving Line of Credit Agreement has been amended to permit us to borrower up
to $2,500,000, and the maturity date of revolving line of credit loans has been
extended to November 15, 2008. The loans may become
payable prior to the maturity date if we receive an aggregate of
$4,000,000 through (A) the sale of capital stock, (B) the collection of license
fees, signing fees, milestone fees, or similar fees (excluding royalties) in
excess of $2,500,000 under any present or future agreement pursuant to which we
grant one or more licenses to use our patents or technology, (C) funds borrowed
from other lenders, or (D) any combination of sources under clauses (A) through
(C).
As of
April 4, 2008 we had received loan commitments from the lenders for
$2,050,000. In consideration for making the additional credit
available and for extending the maturity date of outstanding loans,
we agreed to issue the lenders one common share for each $5 principal
amount of their loan commitment, or, for loan commitments made after April 8,
2008, the lender will receive the lesser of (a) one common share for each $5 of
the loan commitment, or (b) a number of common shares having an aggregate market
value (based on closing price of the shares on the OTCBB) equal to six percent
(6%) of the lender’s loan commitment . Up to 500,000 common shares
will be issued.
Our
lenders have been given the right to exchange their line of credit promissory
notes for our common shares at a price of $1.00 per share, and/or for common
stock of our subsidiary Embryome Sciences, Inc. at a price of $2.00 per
share.
Section
3—Securities and Trading Markets
Item
3.02 Unregistered Sale of Equity Securities.
The
common shares described in Item 2.03 are or will be issued in reliance upon an
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended.
Section
9-Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
Exhibit
Number
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Description
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10.1
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Third
Amended and Restated Revolving Line of Credit Agreement, dated March 31,
2008
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10.2
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Third
Amended and Restated Security Agreement, dated March 31,
2008
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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.
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BIOTIME,
INC. |
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Date: April
4, 2008
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By |
/s/ Steven A.
Seinberg
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Chief
Financial Officer
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Exhibit
Number
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Description
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Third
Amended and Restated Revolving Line of Credit Agreement, dated March 31,
2008
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Third
Amended and Restated Security Agreement, dated March 31,
2008
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