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-K 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.
The maturity
date of our Revolving Line of Credit has been extended to December 1, 2009 with
respect to $2,669,282 in principal amount of loans. We repaid
$223,834 of principal and accrued interest on loans that matured on April 15,
2009 and were not extended. In addition, certain lenders exercised
their right to exchange $572,404 of principal and accrued interest on loans for
an aggregate of 473,131 of our common shares.
We may borrow
up to an additional $830,718 under our revolving line of credit if we elect to
do so and are able to obtain additional loan commitments from our current lender
or from new lenders.
Lenders who
agreed to extend the maturity date of their outstanding loans will receive from
us a number of common shares having an aggregate market value (based on closing
price of the shares on the OTC-BB) equal to six percent (6%) of the lender’s
loan commitment, as consideration for the extension of the term of their
loans. We will issue 91,526 common shares to those
lenders. We will issue additional common shares on the same basis to
any lenders who provide additional loan commitments under our revolving line of
credit.
Lenders who
extended the maturity date of their line of credit promissory notes, and any new
lenders who make additional loan commitments, will have the right to exchange
their promissory notes for our common shares and for shares of Embryome
Sciences, Inc. common stock. Promissory notes that were exchangeable
for our common shares at a price of $1.25 per share and Embryome Sciences common
stock at a price of $2.25 per share until April 15, 2009, may now be exchanged
for our common shares at $1.50 per share and for Embryome Sciences common stock
at $2.75 per share
until the
extended maturity date, December 1, 2009. Promissory notes that were
exchangeable for our common shares at a price of $1.50 and Embryome Sciences
common stock at $2.50 until April 15, 2009, may now be exchanged for our common
shares at $1.75 per share and Embryome Sciences common stock at $3.00 per share
until the extended maturity date. Promissory notes issued for new
loan commitments will be exchangeable for BioTime common shares at a price of
$2.00 per share, and for Embryome Sciences common stock at $3.50 per share until
December 1, 2009. The foregoing per share exchange prices are subject
to proportional adjustment in the event of a stock split, reverse stock split,
or similar event.
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
|
|
Description
|
|
|
|
10.1
|
|
Fifth
Amendment of Revolving Line of Credit Agreement, dated April 15,
2009
|
10.2
|
|
Form
of Amendment to Revolving Credit Note
|
10.3
|
|
Fifth
Amendment of Security Agreement, dated April 15,
2009
|
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: April
17, 2009
|
By /s/ Steven
A. Seinberg
|
|
Chief
Financial Officer
|
|
|