UNITED STATES

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): December 17, 2018

 

BioTime, Inc.

(Exact name of registrant as specified in its charter)

 

California		1-12830		94-3127919
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1010 Atlantic Avenue

Suite 102

Alameda, California 94501

(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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Forward-Looking Statements

 

Any statements that are not historical fact (including, but not limited to statements that contain words such as “may,” “will,” “believes,” “plans,” “intends,” “anticipates,” “expects,” “estimates”) should also be considered to be forward-looking statements. Additional factors that could cause actual results to differ materially from the results anticipated in these forward-looking statements are contained in BioTime’s periodic reports filed with the SEC under the heading “Risk Factors” and other filings that BioTime may make with the Securities and Exchange Commission. Undue reliance should not be placed on these forward-looking statements which speak only as of the date they are made, and the facts and assumptions underlying these statements may change. Except as required by law, BioTime disclaims any intent or obligation to update these forward-looking statements.

 

References in this Report to “BioTime,” “we” or “us” refer to BioTime, Inc.

 

Section 5 - Corporate Governance and Management

 

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Executive Compensation

 

On December 17, 2018 our Board of Directors, determined that BioTime had achieved the following two OpRegen® related milestone performance-based vesting events, (a) 25% will vest if OpRegen interim functional data is obtained from at least five patients; and (b) 25% will vest if the OpRegen interim functional data is recognized by certain industry thought leaders as an early indication of treatment effect, with the Board using the following criteria as a guide to determine if this milestone is met, (i) Primary: OCT Images showing Ellipsoidal zone recovery, and signs of Improving RPE layer by autofluorescence, and (ii) Secondary: Microperimetry/reading speed/low light reading.

 

As a result, 50% of the restricted stock units (RSU) of the incentive grant awarded on May 24, 2018 vested on December 18, 2018, as to the individuals in the amounts set forth below in the following table:

 

				Number of Stock
Executive		Office		Restricted Stock Units (RSU)
Russell Skibsted		Chief Financial Officer			22,500
Stephana Patton		General Counsel, Corporate Secretary, and Chief Compliance Officer			27,500

 

 

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: December 19, 2018	By:	/s/ Russell Skibsted
		Chief Financial Officer