form8k_033108.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): March 31, 2008.
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.)
|
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.
Renewal
of Financial Adviser Agreement with Greenbelt Corp.
On March
31, 2008, we entered into an amendment to our Financial Adviser Agreement with
Greenbelt Corp, renewing that agreement through December 31,
2008. Greenbelt has served as our financial adviser since
1998. Under the amendment, we will pay Greenbelt a fee of $135,000 in
cash and 300,000 common shares. The shares shall be issued as
follows: 150,000 shares on April 1, 2008, and 75,000 shares on July 1, 2008,
October 1, 2008, and January 2, 2009. The cash fee will be payable in
three equal installments of $45,000 each on July 1, 2008, October 1, 2008, and
January 2, 2009. We may elect to defer until January 2, 2009 the cash
payments due on July 1, 2008 and October 1, 2008, and if we do so, we will issue
to Greenbelt 30,000 additional common shares at the time the deferred cash
payment is made.
The
agreement will terminate on December 31, 2008, unless we or Greenbelt terminate
it on an earlier date. In the event of an early termination, we will
pay Greenbelt a pro rata portion of the cash and shares earned during the
calendar quarter in which the agreement terminated, based upon the number of
days elapsed.
Section
3 - Securities and Trading Markets
Item
3.02 - Unregistered Sale of Equity Securities.
The common shares described in Item
1.01 are or will be 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.
|
|
BIOTIME,
INC.
|
|
|
|
|
|
|
|
Date: April
4, 2008
|
By
/s/ Steven A.
Seinberg
|
|
|
Chief
Financial Officer
|
|
|
|
3