form8k_june242008.htm
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): June
24, 2008
BioTime,
Inc.
(Exact
name of registrant as specified in its charter)
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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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1301
Harbor Bay Parkway
Alameda,
California 94502
(Address
of principal executive offices)
(510)
521-3390
(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 our other
reports 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.
On June 24, 2008, we,
along with our subsidiary, Embryome Sciences, Inc., entered into a
Product Production and Distribution Agreement with Lifeline Cell Technology, LLC
for the production and marketing of embryonic progenitor cells or progenitor
cell lines, and products derived from those embryonic progenitor
cells. The products developed under our agreement with Lifeline will
be produced and sold for research purposes, such as drug discovery and drug
development uses. We plan to sell the products to researchers at
universities and other institutions, to companies in the bioscience and
biopharmaceutical industries, and to companies that provide research products to
companies in those industries.
Proceeds
from the sale of products will be shared by Embryome Sciences and Lifeline in
different percentages depending upon a number of factors, including the
relationship between the customer and Lifeline, and whether the product was
produced for distribution solely by one party or whether it was jointly
produced. Under the agreement, it is expected that Embryome Sciences
will participate in the production of all products, and Lifeline may also
produce products for distribution in collaboration with Embryome Sciences under
certain circumstances.
The
proceeds from the sale of products to certain distributors with which Lifeline
has a pre-existing relationship will be shared equally by Embryome Sciences and
Lifeline, after deducting royalties payable to licensors of the technology used,
and certain production and marketing costs. The proceeds from products produced
for distribution by both Embryome Sciences and Lifeline, and products produced
by one party at the request of the other party, will be shared in the same
manner. Proceeds from the sale of other products, which are produced
for distribution by one party, generally will be shared 90% by the party that
produced the product for distribution, and 10% by the other party after
deducting royalties payable to licensors of technology used. In the
case of the sale of these products, the party that produces the product and
receives 90% of the sales proceeds will bear all of the production and marketing
costs of the product.
The
products will be produced using technology and stem cell lines we licensed from
Wisconsin Alumni Research Foundation (“WARF”), technology developed by Embryome
Sciences, technology developed by Lifeline, and technology licensed by Lifeline
from Advanced Cell
Technology,
Inc. We or Embryome Sciences will pay royalties to WARF, and Lifeline
will pay royalties to Advanced Cell Technology, for the use of the licensed
technology and stem cells.
We paid
Lifeline $250,000 to facilitate their product production and marketing
efforts. We will be entitled to recover that amount from the share of
product sale proceeds that otherwise would have been allocated to
Lifeline.
Our
agreement with Lifeline will terminate in 20 years or upon the expiration of the
last to expire of the patents covering any products produced under the agreement
or covering the licensed technology that Embryome Sciences and Lifeline will use
to produce products, whichever is later.
Section
7 - Regulation FD
Section
7.01 - Regulation FD Disclosure
The press release filed as Exhibit 99.1
is incorporated by reference.
Section
9-Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
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Exhibit
Number
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Description
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99.1
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Press
Release dated June 25, 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: June
25, 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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99.1
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Press
Release dated June 25, 2008
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