This
report (the “Statement”) pertains to the common shares, no par value (the
“Shares”), of BioTime, Inc., a California corporation (the
“Company”). The address of the principal executive office of BioTime
is 1301 Harbor Bay Parkway, Suite 100, Alameda, California 94502.
ITEM 2. IDENTITY AND
BACKGROUND
The
persons filing this statement is:
George
Karfunkel
59 Maiden Lane
New York,
New York 10038
Mr.
Karfunkel’s principal occupation is Vice President of American Stock Transfer
& Trust Company, 59 Maiden Lane, New York, New York 10038.
Mr.
Karfunkel was not convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the past five years.
Mr.
Karfunkel has not been and is not subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws, resulting from any civil proceeding of a judicial or administrative
body of competent jurisdiction to which he was a party during the past five
years.
Mr.
Karfunkel is a citizen of the United States.
ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
The
information Mr. Karfunkel’s cover sheet and the information presented in
response to Item 6 is incorporated by reference herein.
ITEM
4. PURPOSE OF TRANSACTION
Mr.
Karfunkel has no plans or proposals which relate to or would result
in:
(a) The
acquisition by any person of additional securities of BioTime, or the
disposition of securities of BioTime, except as described in Item
6. However, in addition to the possible acquisition of additional
BioTime Shares and common stock purchase warrants (“Warrants”) pursuant to the
Stock and Warrant Purchase Agreement described in Item 6, and the possible
acquisition of additional Shares pursuant to the Credit Agreement described in
Item 6, Mr. Karfunkel may from time to time (i) purchase additional Shares and
Warrants on the OTC Bulletin Board at prevailing market prices, or at prices
related to the prevailing market price, or in privately negotiated transactions,
(ii) purchase additional Shares through the exercise of
Warrants
that he now owns or that he may acquire in the future, (iii) sell Shares and
Warrants from time to time on the OTC Bulletin Board at prevailing market
prices, or at prices related to the prevailing market price, or in privately
negotiated transactions, or (iv) otherwise transfer or dispose of Shares and
Warrants in other transactions.
(b) Any
extraordinary corporate transaction, such as a merger, reorganization, or
liquidation, involving BioTime or any of its subsidiaries;
(c) A
sale or transfer of a material amount of assets of BioTime or any of its
subsidiaries;
(d) Any
change in the present board of directors or management of BioTime, including any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; provided, that Mr. Karfunkel may vote his
Shares in the election of directors and on any other matter that is submitted to
a vote of shareholders of BioTime;
(e) Any
material change in the present capitalization or dividend policy of
BioTime;
(f) Any
other change in BioTime’s business or corporate structure;
(g) Changes
in BioTime’s charter, bylaws, or instruments corresponding thereto or other
actions which may impede the acquisition of control of BioTime by any person;
provided, that Mr. Karfunkel may vote his Shares on any such matter that may be
submitted to a vote of shareholders of BioTime;
(h) Causing
a class of securities of BioTime to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities exchange;
(i) A
class of equity securities of BioTime becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or
(j) Any
action similar to any of those enumerated above.
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 BioTime shown the cover page, which
information is incorporated by reference herein. The percentage is
based upon the number of shares shown as outstanding on BioTime’s quarterly
report on Form 10-Q for the period ending March 31, 2009 plus the number of
additional Shares reported by BioTime as having been sold to Mr. Karfunkel and
Broadwood Partners, L.P. on or about May 13, 2009.
The
Shares beneficially owned by Mr. Karfunkel include (a) 1,396,502 Shares owned by
Mr. Karfunkel as of the date of this Statement, (b) 1,100,000 Shares that Mr.
Karfunkel may acquire upon the exercise of Warrants owned by Mr. Karfunkel as of
the date of this Statement, (c) 1,100,000 Shares that Mr. Karfunkel may acquire
from BioTime on or before July 14, 2009 under the Stock and Warrant Purchase
Agreement described in Item 6, and (d) 1,100,000 Shares that Mr.
Karfunkel may acquire from BioTime upon the exercise of Warrants that Mr.
Karfunkel may acquire from BioTime on or before July 14, 2009 under the Stock
and Warrant Purchase Agreement described in Item 6. Any shares that
may be acquired by Mr. Karfunkel in exchange for a BioTime promissory note under
BioTime’s Credit Agreement, described in Item 6, are not included in the Shares
beneficially owned by Mr. Karfunkel
(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
1,396,502 Shares.
If Mr.
Karfunkel were to exercise the 1,100,000 Warrants he owns as of the date of this
Statement, which are all presently exercisable, he would hold 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.
If Mr.
Karfunkel were to acquire an additional 1,100,000 Shares and 1,100,000 Warrants
under the terms of the Stock and Warrant Purchase Agreement, and if he were to
acquire 1,100,000 Shares upon the exercise of those Warrants, he would hold the
sole power to vote or direct the vote, and sole the power to dispose or direct
the disposition 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. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
On May
13, 2009, Mr. Karfunkel entered into the a Stock and Warrant Purchase Agreement
(the “Purchase Agreement”) with BioTime pursuant to which Mr. Karfunkel
purchased 1,100,000 Shares and 1,100,000 Warrants for $2,000,000. The
Warrants entitle Mr. Karfunkel to purchase additional Shares at an exercise
price of $2.00 per Share. The Warrants will expire on October 31,
2010 and may not be exercised after that date. Under the Purchase
Agreement, Mr. Karfunkel was also given the right to purchase an additional
1,100,000 Shares and an additional 1,100,000 Warrants for an additional
$2,000,000 on or before July 14, 2009.
BioTime
may redeem the Warrants by paying $.01 per Warrant if the closing price of the
Shares on any national securities exchange or the Nasdaq Stock Market exceeds
200% of the exercise price of the Warrants for any 20 consecutive trading
days. The redemption date will
abate, if
the closing price or average bid price of the Shares does not equal or exceed
120% of the exercise price of the Warrants on the redemption date and each of
the five trading days immediately preceding the redemption
date. However, BioTime will have the right to redeem the Warrants at
a future date if the market price of the Shares again exceeds 200% of the
exercise price for 20 consecutive trading days, as described
above. In addition, BioTime may not redeem the Warrants unless a
registration statement with respect to the Warrants and underlying Shares is
effective under the Securities Act of 1933, as amended (the “Securities
Act”).
The
Shares and Warrants were offered and sold to Mr. Karfunkel by BioTime without
registration under the Securities Act in reliance upon an exemption from
registration under Section 4(2). BioTime has entered into a
Registration Rights Agreement under which it has agreed to file a registration
statement to register the Warrants and the Shares issuable upon the exercise of
the Warrants for sale under the Securities Act. We have also agreed
to file a registration statement after May 15, 2010 to register the Shares sold
under the Purchase Agreement, and to permit Mr. Karfunkel to include the Shares
and Warrants in any future registration statements that we may file after May
15, 2010, subject to certain limitations.
The above
description of the Purchase Agreement, the Registration Rights Agreement, and
the Warrants is a summary only, and is qualified in all respects by the full
content of those documents which have been filed with the Securities and
Exchange Commission.
During February 2009, Mr.
Karfunkel and certain other lenders entered into an amendment to
BioTime’s Revolving Line of Credit Agreement (the “Credit Agreement”) that
permits BioTime to borrow up to $3,500,000. Loans under the Credit
Agreement bear interest at 12% per annum. Mr. Karfunkel agreed to
lend BioTime $500,000 under the Credit Agreement, and pursuant to the Credit
Agreement he received 13,334 Shares for agreeing to provide that
loan. On April 15, 2009, the Credit Agreement was amended to extend
the maturity date of the loans from April 15, 2009 to December 1,
2009. Pursuant to the amendment of the Credit Agreement, Mr.
Karfunkel received 17,143 Shares in consideration of his agreement to extend the
maturity date of his loan.
Mr.
Karfunkel, along with other lenders, have been given the right to exchange his
line of credit promissory notes for BioTime Shares at a price of $1.75 per
Share, and/or for common stock of BioTime’s subsidiary, Embryome Sciences, Inc.,
at a price of $3.00 per share. Any Shares that may be acquired by Mr.
Karfunkel in exchange for his BioTime promissory note are not included in the
Shares beneficially owned by his as shown in this Statement.
BioTime’s
obligations under the Credit Agreement are collateralized by a security interest
in BioTime’s right to receive royalty and other payments under its license
agreement with Hospira, Inc.
ITEM
7. MATERIAL TO BE FILED AS
EXHIBITS
Exhibit
1
|
Stock
and Warrant Purchase Agreement, dated May 13, 2009, between BioTime, Inc.
and George Karfunkel (Incorporated by reference to BioTime’s Form 10-Q for
the quarter ended March 31, 2009 filed with the Securities and Exchange
Commission)
|
Exhibit
2
|
Registration
Rights Agreement between BioTime, Inc., Broadwood Partners, L.P. and
George Karfunkel (Incorporated by reference to BioTime’s Form 10-Q for the
quarter ended March 31, 2009 filed with the Securities and Exchange
Commission)
|
Exhibit
3
|
Warrant
Agreement between BioTime, Inc., Broadwood Partners, L.P., and George
Karfunkel (Incorporated by reference to BioTime’s Form 10-Q for the
quarter ended March 31, 2009 filed with the Securities and Exchange
Commission)
|
Exhibit
4
|
Third
Amended and Restated Revolving Line of Credit Agreement, March 31, 2008
(Incorporated by reference to BioTime’s Form 8-K filed April 4,
2008)
|
Exhibit
5
|
Third
Amended and Restated Security Agreement, dated March 31, 2008
(Incorporated by reference to BioTime’s Form 8-K filed April 4,
2008)
|
Exhibit
6
|
Fourth
Amendment of Revolving Line of Credit Agreement (Incorporated by reference
to BioTime’s Form 10-Q for the quarter ended September 30,
2008)
|
Exhibit
7
|
Fourth
Amendment of Security Agreement. (Incorporated by reference to BioTime’s
Form 10-Q for the quarter ended September 30, 2008)
|
Exhibit
8
|
Fifth
Amendment of Revolving Line of Credit Agreement, dated April 15, 2009.
(Incorporated by reference to BioTime’s Form 8-K filed April 17,
2009)
|
|
Fifth
Amendment of Security Agreement, dated April 15, 2009. (Incorporated by
reference to BioTime’s Form 8-K filed April 17,
2009)
|
SIGNATURES