|
BioTime,
Inc.
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|
(Name
of Issuer)
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|
Common
Shares
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|
(Title
of Class of Securities)
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|
09066L105
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|
(CUSIP
Number)
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|
Neal
C. Bradsher
c/o
Broadwood Capital, Inc.
724
Fifth Avenue, 9th Floor
New
York, New York 10019
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(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications)
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July
1, 2009
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(Date
of Event Which Requires Filing of this
Statement)
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CUSIP
No.
|
09066L105
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|
1.
|
NAME
OF REPORTING PERSONS
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||
|
Broadwood
Partners, L.P.
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|||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
|
(a)
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[_]
|
||
|
(b)
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[X]
|
||
|
3.
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SEC
USE ONLY
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||
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4.
|
SOURCE
OF FUNDS
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||
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WC
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|||
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5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
|
|
|
6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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||
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Delaware
|
|||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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|||
|
7.
|
SOLE
VOTING POWER
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||
|
0
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|||
|
8.
|
SHARED
VOTING POWER
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||
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7,608,546
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|||
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9.
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SOLE
DISPOSITIVE POWER
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||
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0
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|||
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10.
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SHARED
DISPOSITIVE POWER
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||
|
7,608,546
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|||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
7,608,546
|
|||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[_]
|
|
|
|
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
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23.0%
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|||
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14.
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TYPE
OF REPORTING PERSON
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||
|
PN
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|||
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CUSIP
No.
|
09066L105
|
|
1.
|
NAME
OF REPORTING PERSONS
|
||
|
Broadwood
Capital, Inc.
|
|||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
|
(a)
|
[_]
|
||
|
(b)
|
[X]
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
SOURCE
OF FUNDS
|
||
|
AF
|
|||
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
|
|
|
6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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||
|
New
York
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|||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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|||
|
7.
|
SOLE
VOTING POWER
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||
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0
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|||
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8.
|
SHARED
VOTING POWER
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||
|
7,608,546
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|||
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9.
|
SOLE
DISPOSITIVE POWER
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||
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0
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|||
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10.
|
SHARED
DISPOSITIVE POWER
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||
|
7,608,546
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|||
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11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
7,608,546
|
|||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[_]
|
|
|
|
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
23.0%
|
|||
|
14.
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TYPE
OF REPORTING PERSON
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||
|
CO,
IA
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|||
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CUSIP
No.
|
09066L105
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|
1.
|
NAME
OF REPORTING PERSONS
|
||
|
Neal
C. Bradsher
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|||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
|
(a)
|
[_]
|
||
|
(b)
|
[X]
|
||
|
3.
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SEC
USE ONLY
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||
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4.
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SOURCE
OF FUNDS
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||
|
WC,
AF, OO
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|||
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5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
|
|
|
6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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||
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United
States of America
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|||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
|||
|
7.
|
SOLE
VOTING POWER
|
||
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62,908
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|||
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8.
|
SHARED
VOTING POWER
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||
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7,608,546
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|||
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9.
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SOLE
DISPOSITIVE POWER
|
||
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62,908
|
|||
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10.
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SHARED
DISPOSITIVE POWER
|
||
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7,608,546
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|||
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11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
7,671,454
|
|||
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12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[_]
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
23.2%
|
|||
|
14.
|
TYPE
OF REPORTING PERSON
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||
|
IN
|
|||
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CUSIP
No.
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09066L105
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Item
1.
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Security
and Issuer.
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BioTime,
Inc., (the “Issuer”) Common Shares, no par value (the
“Shares”)
BioTime,
Inc.
1301
Harbor Bay Parkway, Suite 100
Alameda,
CA 94502
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Item
2.
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Identity
and Background.
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NO
MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON MAY 18,
2009.
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Item
3.
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Source
and Amount of Funds or Other Consideration.
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As
of the date hereof Broadwood Partners may be deemed to beneficially own
7,608,546 Shares.
As
of the date hereof Broadwood Capital may be deemed to beneficially own
7,608,546 Shares.
As
of the date hereof Neal C. Bradsher may be deemed to beneficially own
7,671,454 Shares.
No
borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of
business.
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Item
4.
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Purpose
of Transaction.
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The
Reporting Persons have acquired their Shares of the Issuer for
investment. The Reporting Persons have no plans or proposals as
of the date of this filing which, other than as expressly set forth below,
would relate to or would result in: (a) any extraordinary corporate
transaction involving the Issuer; (b) any change in the present Board of
Directors or management of the Issuer; (c) any material change in the
present capitalization or dividend policy of the Issuer; (d) any material
change in the operating policies or corporate structure of the Issuer; (e)
any change in the Issuer's charter or by-laws; (f) the Shares of the
Issuer ceasing to be authorized to be quoted in the NASDAQ inter-dealer
quotation system; or (g) causing the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934.
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The
Reporting Persons, however, reserve the right, at a later date, to effect
one or more of such changes or transactions in the number of shares they
may be deemed to beneficially own.
On
July 1, 2009, the Board of Directors of the Issuer invited Neal Bradsher
to serve on the Board. Mr. Bradsher accepted and was
subsequently elected as a Director.
The
Reporting Persons have been and may continue to be in contact with members
of the Issuer's management, the Issuer's Board of Directors, other
significant shareholders and others regarding alternatives that the Issuer
could employ to maximize shareholder value.
The
Reporting Persons further reserve the right to act in concert with any
other shareholders of the Issuer, or other persons, for a common purpose
should it determine to do so, and/or to recommend courses of action to
management and the shareholders of the Issuer.
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Item
5.
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Interest
in Securities of the Issuer.
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(a,
b)
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As
of the date hereof, Broadwood Partners may be deemed to be the beneficial
owner of 7,608,546 Shares, constituting 23.0% of the Shares of the Issuer,
based upon the 33,064,109* Shares deemed outstanding.
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||
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Broadwood
Partners has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 7,608,546 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 7,608,546
Shares.
Broadwood
Partners specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest
therein.
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|||
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(a,
b)
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As
of the date hereof, Broadwood Capital may be deemed to be the beneficial
owner of 7,608,546 Shares, constituting 23.0% of the Shares of the Issuer,
based upon the 33,064,109* Shares deemed outstanding.
Broadwood
Capital has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 7,608,546 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 7,608,546
Shares.
Broadwood
Capital specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of its pecuniary interest
therein.
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(a,
b)
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As
of the date hereof, Neal C. Bradsher may be deemed to be the beneficial
owner of 7,671,454 Shares, constituting 23.2% of the Shares of the Issuer,
based upon the 33,089,665* Shares deemed outstanding.
Neal
C. Bradsher has the sole power to vote or direct the vote of 62,908
Shares; has the shared power to vote or direct the vote of 7,608,546
Shares; has sole power to dispose or direct the disposition of 62,908
Shares; and has shared power to dispose or direct the disposition of
7,608,546 Shares.
Neal
C. Bradsher specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of his pecuniary interest
therein.
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(c)
|
The
trading dates, number of Shares purchased and sold and price per share for
all transactions in the Shares by the Reporting Persons since the 13D/A
filed by the Reporting Persons on May 18, 2009 are set forth in Exhibit
B.
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(*)
|
The
number of outstanding shares is based on the 28,386,716 shares the Issuer
reported outstanding as of June 4, 2009, adjusted for warrants and options
held by the Reporting Persons.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect
|
|
|
to
Securities of the Issuer.
|
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|
As
compensation for serving as a director of the Issuer, on July 2, 2009,
Neal Bradsher was granted options to purchase 20,000 common shares of the
Issuer under the Issuer's 2002 Stock Option Plan, as
amended. The options will vest and become exercisable in four
equal quarterly installments, provided that Neal Bradsher remains a
director on the last day of each such quarter. The options will
expire if not exercised by July 1, 2014, and the exercise price is $2.30
per share.
As
previously disclosed in the Schedule 13D/A filed on April 22, 2009, the
Fifth Amendment of Revolving Line of Credit Agreement was entered into by
the Issuer and Broadwood Partners on April 15, 2009.
Also
as previously disclosed in the Schedule 13D/A filed on May 18,
2009, the Issuer and Broadwood Partners entered into a Stock and
Warrant Purchase Agreement on May 13, 2009 (the "Purchase Agreement")
whereby Broadwood Partners agreed to purchase 1,100,000 common shares and
1,100,000 warrants to purchase common shares at an exercise price of $2.00
per share. The price of each unit (each unit being comprised of one common
share and one warrant) was $1.8182. The warrants expire on
October 31, 2010. In addition, under the Purchase Agreement,
Broadwood Partners has the option to purchase an additional 1,100,000
common shares and 1,100,000 warrants (on the same terms as above) on or
before July 14, 2009.
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Item
7.
|
Material
to be Filed as Exhibits.
|
|
|
Exhibit
A: Joint Filing Agreement.
Exhibit
B: Schedule of Transactions in the Shares of the Issuer by the Reporting
Persons.
Exhibit
C: Form 8-K filed with the Commission by the Issuer on July 7, 2009 (incorporated by
reference).
Exhibit
D: 2002 Stock Option Plan of the Issuer (Exhibit 4.2 to Form S-8 filed
with the Commission on December 4, 2002 and Exhibit 4.3 to Form S-8 filed
with the Commission on February 15, 2005) (incorporated by
reference).
Exhibit
E: Fifth Amendment of Revolving Line of Credit Agreement, dated April 15,
2009 (filed with the Commission on Form 8-K by the Issuer on April 17,
2009 (incorporated by reference)).
Exhibit
F: Form of Amendment to Revolving Credit Note (filed with the
Commission on Form 8-K by the Issuer on April 17, 2009 (incorporated by
reference)).
Exhibit
G: Fifth Amendment of Security Agreement, dated April 15,
2009 (filed with the Commission on Form 8-K by the Issuer on
April 17, 2009 (incorporated by reference)).
Exhibit
H: Stock and Warrant Purchase Agreement, dated May 13, 2009 (filed with
the Commission on Form 10-Q by the Issuer on May 15, 2009 (incorporated by
reference)).
|
|
BROADWOOD
PARTNERS, L.P.
|
||
|
By:
|
Broadwood
Capital, Inc.
|
|
|
By:
|
/s/
Neal C. Bradsher
|
|
|
Name:
|
Neal
C. Bradsher
|
|
|
Title:
|
President
|
|
|
BROADWOOD
CAPITAL, INC.*
|
||
|
By:
|
/s/
Neal C. Bradsher
|
|
|
Name:
|
Neal
C. Bradsher
|
|
|
Title:
|
President
|
|
|
/s/
Neal C. Bradsher *
|
||
|
NEAL
C. BRADSHER *
|
||
|
July
8, 2009
|
||
|
BROADWOOD
PARTNERS, L.P.
|
||
|
By:
|
Broadwood
Capital, Inc.
|
|
|
By:
|
/s/
Neal C. Bradsher
|
|
|
Name:
|
Neal
C. Bradsher
|
|
|
Title:
|
President
|
|
|
BROADWOOD
CAPITAL, INC.
|
||
|
By:
|
/s/
Neal C. Bradsher
|
|
|
Name:
|
Neal
C. Bradsher
|
|
|
Title:
|
President
|
|
|
/s/
Neal C. Bradsher
|
||
|
NEAL
C. BRADSHER
|
||
|
Date
of
Transaction
|
Underlying
Number of Shares
Purchased/(Sold) |
Price of Options
|
|
7/2/09
|
20,000
|
(*)
|
|
(*)
|
These
securities were granted to Neal Bradsher by the Issuer as compensation for
serving as a director of the
Issuer.
|