BioTime, Inc. (NYSE American: BTX), a clinical-stage biotechnology
company focused on degenerative diseases, today announced that its Board
of Directors has set the distribution ratio for the distribution of AgeX
Therapeutics shares owned by BioTime on a pro-rata basis to eligible
BioTime shareholders as of the record date will be entitled to receive
one share of AgeX common stock for every 10 shares of BioTime common
stock held. BioTime shares traded after July 30, 2018, one day before
the record date, and on or before the date of the distribution will
trade with a “due bill.” Trading with a “due bill” means that if shares
of BioTime common stock are sold after July 30, 2018, but on or before
the date of the distribution, the right to receive shares of AgeX common
stock in this distribution will transfer to the buyer of BioTime shares.
Fractional shares of AgeX will not be distributed to BioTime
shareholders. Instead, the fractional shares of AgeX will be aggregated
and sold in the open market, with the net proceeds distributed pro rata
in the form of cash payments to BioTime shareholders who would otherwise
receive AgeX fractional shares.
After the distribution, BioTime will hold approximately 16.1 million
shares of AgeX.
The record date for this distribution was the close of business on July
31, 2018. BioTime has not set a distribution date but expects the
distribution to occur by the end of September 2018.
BioTime shareholders will not be required to take any action in order to
receive shares of AgeX common stock through this distribution, meaning
that they will not have to surrender or exchange BioTime common stock in
order to receive shares of AgeX common stock.
Currently, there is no trading market for AgeX common stock, and there
can be no assurance that an active public market will ever develop. AgeX
plans to apply to list its common stock for trading on the NYSE American
under the ticker symbol AGE, however, there can be no assurance that
AgeX’s listing application will be approved. Completion of the
distribution of AgeX shares to BioTime shareholders is subject to the
satisfaction of certain conditions, including the Registration Statement
on Form 10, filed by AgeX, declared effective by the Securities and
Exchange Commission (“SEC”).
For more detail on AgeX’s business, risk factors, and uncertainties,
shareholders should carefully review the AgeX draft Information
Statement filed as an exhibit to Amendment No. 1 to its Registration
Statement on Form 10 filed with the SEC at www.sec.gov.
Copies of a definitive Information Statement relating to the
distribution, when available, will be mailed to all BioTime shareholders
entitled to receive AgeX common stock in the distribution.
This announcement shall not constitute an offer to sell or the
solicitation of an offer to buy securities, and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of that jurisdiction.
About AgeX Therapeutics
AgeX Therapeutics, Inc., a subsidiary of BioTime, Inc. (NYSE American:
BTX), is a biotechnology company focused on the development of novel
therapeutics for age-related degenerative disease. The company’s mission
is to apply the proprietary technology platform related to
telomerase-mediated cell immortality and regenerative biology to address
a broad range of diseases of aging. The products under development
include two cell-based therapies derived from telomerase-positive
pluripotent stem cells and two product candidates derived from the
company’s proprietary induced Tissue Regeneration (iTR™) technology.
AGEX-BAT1 and AGEX-VASC1 are cell-based therapies in the preclinical
stage of development comprised of young regenerative cells formulated in
the company’s proprietary HyStem® matrix designed to correct
metabolic imbalances in aging and to restore vascular support in
ischemic tissues respectively. AGEX-iTR1547 is a drug-based formulation
in preclinical development intended to restore regenerative potential in
a wide array of aged tissues afflicted with degenerative disease using
the company’s proprietary iTR technology. Renelon™ is a first-generation
iTR product designed to promote scarless tissue repair which the Company
plans to initially develop as a topically-administered device for
commercial development through a 510(k) application. In addition to the
product candidates in early development, the company, through its
LifeMap subsidiary, currently markets genomic interpretation algorithms.
In addition, the company, through its ESI BIO division, markets Cytiva®,
comprised of PSC-derived heart muscle cells used in screening drugs for
efficacy and safety.
About BioTime, Inc.
BioTime is a clinical-stage biotechnology company focused on
degenerative diseases. Its clinical programs are based on two platform
technologies: cell replacement and cell/drug delivery. With its cell
replacement platform, BioTime is producing new cells and tissues with
its proprietary pluripotent cell technologies. These cells and tissues
are developed to replace those that are either rendered dysfunctional or
lost due to degenerative diseases or injuries. BioTime’s cell/drug
delivery programs are based upon its proprietary HyStem® cell
and drug delivery matrix technology. HyStem® was
designed, in part, to provide for the transfer, retention and/or
engraftment of cellular replacement therapies. BioTime’s lead cell
delivery clinical program is Renevia®, which consists of
HyStem® combined with the patient’s own adipose (fat)
progenitor cells. Renevia® met its primary endpoint in an EU
pivotal clinical trial for the treatment of facial lipoatrophy in HIV
patients in 2017. BioTime has submitted Renevia® for
CE Mark approval in the EU. There were no device related serious adverse
events reported to date. BioTime’s lead cell replacement product
candidate is OpRegen®, a retinal pigment epithelium
transplant therapy, which is in a Phase I/IIa multicenter clinical trial
for the treatment of dry age-related macular degeneration, the leading
cause of blindness in the developed world. There have been no unexpected
serious adverse events reported to date. BioTime also has significant
equity holdings in two publicly traded companies, Asterias
Biotherapeutics, Inc. (NYSE American: AST)
and OncoCyte Corporation (NYSE American: OCX), and a private
company, AgeX Therapeutics, Inc.
BioTime common stock is traded on the NYSE American and TASE under the
symbol BTX. For more information, please visit www.biotime.com or
connect with the company on Twitter, LinkedIn, Facebook, YouTube,
To receive ongoing BioTime corporate communications, please click on the
following link to join the Company’s email alert list: http://news.biotime.com.
Certain statements contained in this release are “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Any statements that are not historical fact
including, but not limited to statements that contain words such as
“will,” “believes,” “plans,” “anticipates,” “expects,” “estimates”
should also be considered forward-looking statements. Investors are
cautioned that statements in this press release regarding: (a) any value
to BioTime shareholders of the AgeX common stock; (b) BioTime’s plans or
expectations for the distribution; and (c) potential listing of AgeX
common stock on NYSE American, constitute forward-looking statements.
Forward-looking statements involve risks and uncertainties. These risks
and uncertainties, include, without limitation: (i) the possibility that
BioTime shareholders may realize little or no value from the AgeX common
stock; (ii) the potential inability of BioTime to complete distribution
in a timely manner or at all, including as a result of the failure of
BioTime and/or AgeX to obtain or maintain required federal and state
registrations and qualifications necessary to enable the distribution,
and related transactions; (iii) the possibility of litigation that could
arise as a result of or in connection with the distribution and related
transactions; and (iv) that there is no existing public market for AgeX
common stock, nor may a public market for such securities ever develop.
Actual results may differ materially from the results anticipated in
these forward-looking statements and as such should be evaluated
together with the many uncertainties that affect the business
of BioTime, Inc. and its subsidiaries, particularly those mentioned in
the cautionary statements found in more detail in the “Risk Factors”
section of BioTime’s Annual Reports on Form 10-K and Quarterly Reports
on Form 10-Q filed with the SEC (copies of which may be obtained at www.sec.gov).
Subsequent events and developments may cause these forward-looking
statements to change. BioTime specifically disclaims any obligation or
intention to update or revise these forward-looking statements as a
result of changed events or circumstances that occur after the date of
this release, except as required by applicable law.
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