This
Amendment No. 3 (“Amendment No. 3”) amends and supplements the Statement on
Schedule 13D dated January 5, 2006, as amended by Amendment No. 1 dated April
18, 2006, and Amendment No. 2 dated October 19, 2007 (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. SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The
information on Mr. Karfunkel’s cover sheet and the information presented in
response to Item 6 is incorporated by reference herein.
ITEM
4.
PURPOSE OF TRANSACTION
The
information presented in response to Item 6 is incorporated by reference
herein.
ITEM
5. INTEREST
IN SECURITIES OF THE ISSUER
(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 on 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-Q for the nine months ended September 30,
2008.
(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
(c) On
November 13, 2008, Mr. Karfunkel elected to exchange his BioTime promissory note
described in Item 6, including principal and accrued interest, for 266,025
Shares.
On
November 18, 2008, Mr. Karfunkel made charitable gifts totaling 1,042,163 Shares
and 1,075,497 warrants to two foundations. Mr. Karfunkel now owns
266,025 Shares.
(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) On
November 18, 2008 Mr. Karfunkel ceased to be the beneficial owner of more than
5% of the outstanding Shares.
ITEM
6. CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
On October 17, 2007
BioTime entered
into a First Amended and Restated Revolving Line of Credit Agreement with George
Karfunkel and certain other investors that provided BioTime with a $1,000,000
line of credit. The Credit Agreement was amended twice during March
2008. The Third Amended and Restated Credit Agreement (“Third Amended
Credit Agreement”) executed during March 2008 increased the line of credit to
$2,500,000 and extended the maturity date to November 15, 2008. Mr.
Karfunkel received 50,000 Shares under the Third Amended and Restated Credit in
consideration of his agreement to extend the maturity date of his $250,000
loan.
The Third
Amended Credit Agreement also entitled the lenders, including Mr. Karfunkel, to
exchange their BioTime loans for BioTime common shares at a price of $1.00 per
share. On November 13, 2008, Mr. Karfunkel elected to exchange his
BioTime promissory note, including principal and accrued interest, for 266,025
common shares.
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: December
1, 2008
s/George
Karfunkel
George
Karfunkel