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Filed pursuant to Rule 424(b)(3)
Registration No. 333-128083
PROSPECTUS SUPPLEMENT
 |
BIOTIME, INC. |
4,467,863 Units Issuable Upon the Exercise of Subscription
Rights
893,572 Units Issuable to Fill Excess Over-Subscriptions
5,361,435 Common Shares Issuable Upon Exercise of Warrants
Each Unit Consists of One Common Share and One Warrant
On October 27, 2005 we distributed to our shareholders of
record subscription rights entitling them to subscribe for and
purchase “units” consisting of one BioTime common
share and one warrant to purchase one common share each. We have
now determined to amend the terms of the rights offer by
reducing the subscription price and by increasing the number of
units that you may purchase through the exercise of your rights.
Under the amended terms of the rights offer, holders of rights
will be entitled to purchase one unit for every four rights
owned at a subscription price of $0.40 per unit. We have
also extended the expiration date of the rights offer to
December 21, 2005 and we have reduced the number of units
that may be sold to fill excess oversubscriptions. Before the
amendment, the rights entitled you to purchase one unit for
every five rights you hold and the subscription price was
$0.50 per unit.
This prospectus supplement explains the changes to the terms of
the rights offer and should be read in conjunction with the
prospectus dated October 27, 2005. Under the amended rights
offer terms:
| • | We may issue 4,467,863 units for $1,787,145 through the exercise of the rights. | |
| • | The amended subscription price is $0.40 per unit. | |
| • | Each full warrant will entitle you to purchase one common share of BioTime for $2.00 per share. | |
| • | By over-subscribing, you may be able to purchase any units that are left over by shareholders who fail to exercise their rights. We may also issue up to 893,572 additional units for $0.40 each to fill over-subscriptions. | |
| • | The rights will expire at 5:00 p.m. New York City time on December 21, 2005. |
The Guarantors named in the prospectus have agreed to purchase
units that remain unsold at the conclusion of the rights offer.
The maximum purchase obligation of the Guarantors remains
$1,787,145.
The common shares and warrants are quoted on the OTC
Bulletin Board (“OTCBB”) under the symbol BTIM
and BTIMW, respectively. The rights will be transferable and we
expect that prices for the rights will be quoted on the OTCBB
under the symbol BTIMR, if a market for the rights develops. The
units themselves will not be quoted or traded. Instead, the
warrants and common shares issuable upon the exercise of the
rights will be immediately tradeable apart from the units.
These securities involve a high degree of risk and should be
purchased only by persons who can afford the loss of their
entire investment. See “Risk Factors” on page 9
of the prospectus dated October 27, 2005.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal
offense.
| Units | Price to the | Guarantors’ | Proceeds to the | |||||||||||||
| Offered | Public | Fee | Company(1) | |||||||||||||
|
Subscription Rights Exercise Price Per Unit
|
5,361,435 | $ | 0.40 | $ | 0.025 | $ | 0.375 | |||||||||
|
Total(2)
|
$ | 2,144,574 | $ | 132,000 | $ | 2,012,574 | ||||||||||
| (1) | Before deducting expenses of the rights offer which are estimated to be $170,000. |
| (2) | Assumes all of the rights are exercised and 893,572 units are sold to fill excess over-subscriptions. |
The date of this prospectus supplement is November 29, 2005.
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AMENDED TERMS OF THE OFFER
The following summary explains the revised terms of the rights
offer and amends and supersedes the information contained in our
prospectus dated October 27, 2005.
| Securities Offered | The rights will entitle you to subscribe for and purchase one “unit” for every four rights you hold. Each “unit” will still consist of one new common share and one warrant to purchase an additional common share. | |
| We have not changed the terms of the warrants. As explained in our prospectus, each warrant entitles the holder to purchase one common share at a price of $2.00 per share. The warrants will expire on October 31, 2010 and may not be exercised after that date. | ||
| Common Shares Outstanding | 17,871,450 | |
| Common Shares Offered |
4,467,863 through the exercise of the rights 893,572 to fill excess over-subscriptions 5,361,435 through the exercise of warrants(1) |
|
| Warrants Offered |
4,467,863 through the exercise of rights. 893,572 to fill excess over-subscriptions 600,000 issuable as a fee to the Guarantors |
|
| Subscription Price | The subscription price per unit is $0.40. | |
| Over-Subscription Privilege | Shareholders who fully exercise the rights initially issued to them will be entitled to the additional privilege of subscribing for and purchasing any units not acquired by other holders of rights. See “The Rights Offer — Over-Subscription Privilege” in the prospectus. We may issue up to 893,572 units to fill excess over-subscriptions. | |
| How to Exercise Rights | The rights are evidenced by subscription certificates, which were distributed to shareholders of record on October 27, 2005. You may exercise your rights by completing the subscription certificate and delivering it, together with payment of the subscription price, to the subscription agent, American Stock Transfer & Trust Company, 6201 15th Avenue, Brooklyn, New York 11219 or at 59 Maiden Lane, New York, New York 10038 if you deliver your certificate and payment by hand. Payment may be made either by check drawn on a United States bank or by wire transfer, as explained under “The Rights Offer — Payment for Units” in the prospectus. Rights must be exercised no later than the expiration date. If your subscription certificate is not available for tender on the expiration date, you may still exercise your right by following the guaranteed delivery procedures described under “The Rights Offer — Payment for Units.” You may not rescind a purchase after exercising your rights, except that if you have already exercised your rights you may be deemed to have revoked your subscription unless you sign a consent form, as explained in this prospectus supplement. | |
| Sale of Rights | The rights are transferable until the last business day prior to the expiration date. A business day is a day on which the prices of securities are quoted on the OTCBB. The prices for the rights are expected to be quoted on the OTCBB if a market for the rights |
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| develops. Trading of the rights will be conducted through the last business day prior to the expiration date. Any commissions in connection with the sale of rights will be paid by the selling rights holder. BioTime and the subscription agent cannot assure that a market for the rights will develop, or the prices at which rights may be sold if a market does develop. | ||
| Foreign Restrictions | Subscription certificates will not be mailed to shareholders whose addresses of record are outside the United States. The rights will be held by the subscription agent for foreign shareholders’ accounts until instructions are received to exercise, sell or transfer the rights. If no instructions are received by 5:00 p.m., New York time three business days prior to the expiration date, the subscription agent will use its best efforts to sell the rights of foreign shareholders. | |
| The net proceeds, if any, from such a sale will be paid to the foreign shareholders on a prorata basis. See “The Rights Offer — Foreign Shareholders” in the prospectus. | ||
| Important Dates to Remember | Record Date: October 27, 2005 | |
| Expiration Date: December 21, 2005 | ||
| Last Date of Guaranteed Delivery: December 27, 2005 | ||
| Amendment, Extension or Termination of the Rights Offer | BioTime may, in its sole discretion: (a) terminate the rights offer prior to delivery of the units for which rights holders have subscribed; (b) extend the expiration date to a later date; (c) change the record date prior to the distribution of the rights to shareholders; or (d) amend or modify the terms of the rights offer. |
| (1) | This amount is the number of common shares that will be issuable upon the exercise of warrants if the all of the rights are exercised and the rights offer is fully over-subscribed. An additional 600,000 common shares may be issued if the warrants issuable as a fee to the Guarantors are exercised. |
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REASONS FOR THE AMENDMENT OF THE RIGHTS OFFER
We elected to change some of the terms of the rights offer
because our common shares have been trading at prices
substantially less than the subscription price. By reducing the
subscription price, we hope to bring the subscription price
closer to market prices for our common shares and warrants.
We also elected to increase the number of units that rights
holders may purchase in order to provide better value to our
shareholders and to maintain the minimum total proceeds we will
receive from the exercise of the rights.
LIMITED RIGHT TO REVOKE SUBSCRIPTION
If you exercised your rights prior to the amendment of the
rights offer or within four days after this prospectus
supplement was first mailed to rights holders, you may confirm
the exercise of your rights by executing and delivering a
consent form that will be provided to you along with this
prospectus supplement. A copy of the consent form is shown on
Appendix A of this Prospectus Supplement. If you exercised
rights before or within four days after mailing of this
prospectus supplement and you fail to deliver, in a proper and
timely manner, a properly executed consent form, you will be
deemed to have rejected the amended terms of the rights offer
and you will be deemed to have elected to revoke in full the
exercise of your rights and the over-subscription privilege. If
your exercise of rights is so revoked, the full amount of the
subscription price you paid will be returned to you.
By signing the consent form, you will be irrevocably agreeing to
purchase at the new subscription price of $0.40 per unit,
the number of units determined by dividing the dollar amount of
your subscription shown on your subscription certificate by
$0.40. If you have subscribed to additional units through the
over-subscription privilege, your consent will also apply to the
amount of your over-subscription.
If your executed subscription certificate is received by the
subscription agent more than four days after the mailing of this
prospectus supplement, you will be deemed to have accepted the
amended terms of the rights offer in connection with the
exercise of your rights and the over-subscription privilege.
USE OF PROCEEDS
The net cash proceeds received by BioTime from the sale of the
4,467,863 units in the rights offer are estimated to be
$1,485,145, after deducting the expenses of the offer of
approximately $302,000, without taking into account any common
shares that may be sold through the exercise of warrants. An
additional $357,429 of cash proceeds may be received through the
sale of up 893,573 units to fill excess over-subscriptions.
We intend to use the net proceeds of the rights offer as shown
in the following table. The minimum amount of proceeds reflects
the proceeds from the sale of 4,467,863 units in the rights
offer only, and the maximum amount also includes proceeds from
the sale of 893,573 units to fill excess over-subscriptions.
| Application | Minimum | Maximum | Minimum | Maximum | ||||||||||||
|
Clinical Trials of PentaLyte
|
$ | 700,000 | $ | 700,000 | 47 | % | 38 | % | ||||||||
|
Working Capital
|
$ | 785,145 | $ | 1,142,574 | 53 | % | 62 | % | ||||||||
|
Total
|
$ | 1,485,145 | $ | 1,842,574 | 100 | % | 100 | % | ||||||||
The foregoing represents only an estimate of the allocation of
the net proceeds of the rights offer based upon the current
state of our product development program. The development of new
medical products and technologies often involves complications,
delays and costs that cannot be predicted, and may cause us to
make a reallocation of proceeds among the categories shown above
or to other uses. We may need to raise additional capital after
the rights offer to pay operating expenses until such time as we
are able to generate sufficient revenues from product sales,
royalties, and license fees.
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Until used, the net proceeds of the rights offer will be
invested in certificates of deposit, United States government
securities or other high quality, short-term interest-bearing
investments.
ADDITIONAL INFORMATION ABOUT BIOTIME
This prospectus supplement should be read in conjunction with
our prospectus dated October 27, 2005, our Annual Report on
Form 10-K for the year ended December 31, 2004, our
Quarterly Report on Form 10-Q for the three months ended
June 30, 2005, and our Quarterly Report on Form 10-Q
for the three months ended September 30, 2005 which contain
important information about us.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
BioTime’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2005, Quarterly Reports on
Form 10-Q for the three months ended March 31, 2005,
for the three months ended June 30, 2005, and for the three
months ended September 30, 2005, Current Reports on
From 8-K filed with the Securities and Exchange Commission
on April 1, 2005, April 27, 2005, June 17, 2005,
and July 6, 2005, and all other reports filed by BioTime
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of
the fiscal year covered by such Form 10-K are hereby
incorporated into this prospectus by reference. Descriptions of
the common shares and warrants contained in Registration
Statements on Form 8-A filed under the Securities Exchange
Act of 1934, as amended, are also incorporated into this
prospectus by reference. BioTime will provide without charge to
each person, including any beneficial owner, to whom a
prospectus is delivered, upon written or oral request of such
person, a copy of any and all of the information that has been
incorporated by reference but not delivered with this
prospectus. Such requests may be addressed to the Secretary of
BioTime at 6211 Hollis Street, Emeryville, California 94608;
Telephone: (510) 350-2940.
BioTime is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance
therewith files quarterly, annual, and current reports and proxy
statements and other information with the Securities and
Exchange Commission. The public may read and copy any materials
BioTime files with Securities and Exchange Commission at the
Commission’s Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by
calling the Commission at 1-800-SEC-0330.
The Commission maintains an Internet site that contains reports,
proxy and information statements, and other information
regarding issuers that file electronically with the Commission.
The address of such site is http://www.sec.gov.
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ADDITIONAL INFORMATION
BioTime has filed with the Securities and Exchange Commission,
450 Fifth Street, N.W., Washington, D.C. a
registration statement on Form S-2 under the Securities Act
of 1933, as amended, for the registration of the securities
offered hereby. This prospectus supplement, which is part of the
registration statement, does not contain all of the information
contained in the registration statement. For further information
with respect to BioTime and the securities offered hereby,
reference is made to the registration statement, including the
exhibits thereto, which may be inspected, without charge, at the
Office of the Securities and Exchange Commission, or copies of
which may be obtained from the Commission in
Washington, D.C. upon payment of the requisite fees.
Statements contained in this prospectus as to the content of any
contract or other document referred to are not necessarily
complete. In each instance reference is made to the copy of the
contract or other document filed as an exhibit to the
registration statement, and each such statement is qualified in
all respects by reference to the exhibit.
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APPENDIX A
CONSENT TO AMENDMENT AND CONFIRMATION OF SUBSCRIPTION
PLEASE COMPLETE ALL APPLICABLE INFORMATION
|
By Mail: To: American Stock Transfer & Trust Company Operations Center Attn: Reorganization Dept. 6201 15th Avenue Brooklyn, New York 11219 |
By Hand: To: American Stock Transfer & Trust Company Attn: Reorganization Dept. 59 Maiden Lane, Plaza Level, New York, New York 10038 |
By Overnight Courier: To: American Stock Transfer & Trust Company Operations Center Attn: Reorganization Dept. 6201 15th Avenue Brooklyn, New York 11219 |
I have previously subscribed for the dollar amount of Units
indicated on my subscription certificate upon the terms and
conditions specified in BioTime’s Prospectus dated
October 27, 2005 at the original subscription price of
$0.50 per Unit and at the ratio of one Unit for every five
Rights owned. I acknowledge receipt of BioTime’s Prospectus
Supplement dated November 29, 2005. By signing this form, I
am consenting to the amended terms of the Rights offer as
described in the Prospectus Supplement, which reduced the
subscription price to $0.40 per Unit and entitles me to
subscribe to one Unit for every four Rights owned, and I am
confirming my subscription, including any amount pertaining to
the over-subscription privilege, for the dollar amount indicated
on my subscription certificate. By confirming my subscription I
am irrevocably agreeing to purchase, at the new subscription
price of $0.40 per Unit, the number of Units determined by
dividing the dollar amount of my subscription by $0.40.
Signature of Subscriber(s)
|
Please provide your telephone number:
|
Day ( ) Evening ( ) |
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No
dealer, salesperson or other person has been authorized in
connection with this offering to give any information or to make
any representations other than those contained in this
Prospectus. This Prospectus does not constitute an offer or a
solicitation in any jurisdiction to any person to whom it is
unlawful to make such an offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create an implication that there has
been no change in the circumstances of BioTime or the facts
herein set forth since the date hereof.
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| Appendix A |
BIOTIME, INC.
4,467,863 Units Issuable Upon the
Exercise of Subscription Rights
893,572 Units Issuable to Fill
Excess Over-Subscriptions
5,361,435 Common Shares Issuable
Upon Exercise of Warrants
Each Unit Consists of One
Common Share and One Warrant
PROSPECTUS
November 29, 2005