form8k_apr092008.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): April 9, 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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6121
Hollis Street
Emeryville,
California 94608
(Address
of principal executive offices)
(510)
350-2940
(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 BioTime's Annual
Report on Form 10-KSB 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 April
9, 2008, we entered into a Consulting Agreement with Steven Bayern, under which
Mr. Bayern will provide financial relations services. We granted Mr.
Bayern an option to purchase 250,000 of our common shares at exercise prices
shown in the table below. The option will not be exercisable except
to the extent it has vested. The option will vest, and thereby become
exercisable, in installments, in the number of shares, and on the dates shown in
following table:
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Number
of Option Shares
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Exercise
Price Per Share
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Vesting Date
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75,000
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$1.00
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April
9, 2008
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50,000
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$1.25
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December 1,
2008
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50,000
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$1.50
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March
1, 2009
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75,000
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$2.00
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June 1,
2009
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The
option will vest only if Mr. Bayern is still engaged as our consultant on the
vesting date. If we terminate the consulting agreement after
September 1, 2008 and the termination date is not a vesting date, the option
will vest as to a portion of the shares that would have vested on the next
vesting date, based upon the number of days elapsed since September 1, 2008,
with respect to the portion of the option scheduled to vest on December 1, 2008,
or based upon the number of days elapsed since the previous vesting date in all
other cases. The option shall expire at 5:00 p.m., California time,
on August 31, 2011 and shall not be exercisable after that time.
We will
pay Mr. Bayern a fee of $5,000 per month commencing September 1,
2008.
We or Mr.
Bayern may elect to terminate the consulting agreement at any time upon written
notice. Otherwise, Mr. Bayern’s consulting agreement will terminate
on August 31, 2009, or upon his death or disability.
Section
3 - Securities and Trading Markets
Item
3.02 - Unregistered Sale of Equity Securities.
The options described in Item 1.01 were
issued in
reliance upon an exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended.
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: April
17, 2008
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By
/s/ Steven A.
Seinberg
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Chief
Financial Officer
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