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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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August 10, 2010
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No.
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09066L105
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1.
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NAME OF REPORTING PERSONS
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Broadwood Partners, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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8,277,392
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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8,277,392
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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8,277,392
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[_] | ||||
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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20.0%
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14.
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TYPE OF REPORTING PERSON
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PN
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CUSIP No.
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09066L105
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1.
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NAME OF REPORTING PERSONS
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Broadwood Capital, Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New York
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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8,277,392
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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8,277,392
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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8,277,392
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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20.0%
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14.
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TYPE OF REPORTING PERSON
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CO, IA
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CUSIP No.
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09066L105
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1.
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NAME OF REPORTING PERSONS
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Neal C. Bradsher
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC, AF, OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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82,908
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8.
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SHARED VOTING POWER
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8,277,392
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9.
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SOLE DISPOSITIVE POWER
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82,908
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10.
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SHARED DISPOSITIVE POWER
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8,277,392
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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8,360,300
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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|||||
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CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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20.2%
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14.
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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 JULY 8, 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 8,277,392 Shares.
As of the date hereof Broadwood Capital may be deemed to beneficially own 8,277,392 Shares.
As of the date hereof Neal C. Bradsher may be deemed to beneficially own 8,360,300 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.
Mr. Bradsher serves on the Board of Directors 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 8,277,392 Shares, constituting 20.0% of the Shares of the Issuer, based upon the 41,321,857* Shares deemed outstanding.
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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 8,277,392 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 8,277,392 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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(a, b)
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As of the date hereof, Broadwood Capital may be deemed to be the beneficial owner of 8,277,392 Shares, constituting 20.0% of the Shares of the Issuer, based upon the 41,321,857* 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 8,277,392 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 8,277,392 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 8,360,300 Shares, constituting 20.2% of the Shares of the Issuer, based upon the 41,361,857* Shares deemed outstanding.
Neal C. Bradsher has the sole power to vote or direct the vote of 82,908 Shares; has the shared power to vote or direct the vote of 8,277,392 Shares; has sole power to dispose or direct the disposition of 82,908 Shares; and has shared power to dispose or direct the disposition of 8,277,392 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)
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The trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares by the Reporting Persons in the past 60 days are set forth in Exhibit B.
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(*)
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The number of outstanding shares is based on the 39,908,164 shares the Issuer reported outstanding as of May 7, 2010, adjusted for options held by the Reporting Persons.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect
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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 "Plan"). On August 10, 2010, Neal Bradsher was granted options to purchase 20,000 additional common shares of the Issuer under the Plan. 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 granted on July 2, 2009 will expire if not exercised by July 1, 2014, and the exercise price is $2.30 per share. The options granted on August 10, 2010 will expire if not exercised by August 9, 2015, and the exercise price is $5.45 per share.
On August 13, 2010, pursuant to the Issuer's warrant discount offer which commenced on June 18, 2010, Broadwood Partners, L.P. acquired 1,408,143 shares of common stock of the Issuer at the discounted price of $1.818 per share in exchange for 1,408,143 warrants and Neal Bradsher acquired 5,550 shares of common stock of the Issuer at the discounted price of $1.818 per share in exchange for 5,550 warrants.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit A: Joint Filing Agreement.
Exhibit B: Schedule of Transactions in the Shares of the Issuer by the Reporting Persons.
Exhibit C: 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).
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BROADWOOD PARTNERS, L.P.
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By:
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Broadwood Capital, Inc.
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By:
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/s/ Neal C. Bradsher
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Name:
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Neal C. Bradsher
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Title:
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President
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BROADWOOD CAPITAL, INC.*
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By:
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/s/ Neal C. Bradsher
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Name:
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Neal C. Bradsher
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Title:
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President
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/s/ Neal C. Bradsher
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NEAL C. BRADSHER *
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August 17, 2010
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BROADWOOD PARTNERS, L.P.
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By:
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Broadwood Capital, Inc.
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By:
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/s/ Neal C. Bradsher
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Name:
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Neal C. Bradsher
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Title:
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President
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BROADWOOD CAPITAL, INC.*
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By:
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/s/ Neal C. Bradsher
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Name:
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Neal C. Bradsher
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Title:
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President
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/s/ Neal C. Bradsher
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NEAL C. BRADSHER*
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Date of
Transaction
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Underlying Number of Shares Purchased/(Sold)
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Price of Options
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8/10/2010
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20,000
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(*)
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(*) These securities were granted to Neal Bradsher by the Issuer as compensation for serving as a director of the Issuer.
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Date of
Transaction
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Number of Shares Purchased/(Sold)
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Price of Shares
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8/13/2010
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1,408,143
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$1.818
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Date of
Transaction
|
Number of Shares Purchased/(Sold)
|
Price of Shares
|
|
8/13/2010
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1,408,143
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$1.818
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Date of
Transaction
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Number of Shares Purchased/(Sold)
|
Price of Shares
|
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8/13/2010
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5,550
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$1.818
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