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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Brooklyn ImmunoTherapeutics Inc | AMEX:BTX | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 9.79 | 0 | 01:00:00 |
☒ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to §240.14a-12 |
BioTime, Inc.
|
(Name of Registrant as Specified in Its Charter)
|
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
|
☒ | No fee required. |
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
☐ | Fee paid previously with preliminary materials. |
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
(1) | Amount previously paid: |
(2) | Form, schedule or registration statement no.: |
(3) | Filing party: |
(4) | Date filed: |
|
1010 Atlantic Avenue
Alameda, CA 94501
T: 510-521-3390, F: 510-521-3389
www.biotimeinc.com
|
|
1010 Atlantic Avenue
Alameda, CA 94501
T: 510-521-3390, F: 510-521-3389
www.biotimeinc.com
|
· | deliver to the Secretary of BioTime a written revocation; or |
· | deliver to the Secretary of BioTime a signed proxy bearing a date subsequent to the date of the proxy being revoked; or |
· | attend the Meeting and vote in person. |
|
Fees Paid
|
|||
Chairman of the Board
|
$
|
65,000
|
||
Director other than Chairman
|
$
|
30,000
|
||
Audit Committee Chairman
|
$
|
20,000
|
||
Audit Committee Member other than Chairman
|
$
|
10,000
|
||
Compensation Committee Chairman
|
$
|
15,000
|
||
Compensation Committee Member other than Chairman
|
$
|
7,500
|
||
Nominating and Corporate Governance Committee Chairman
|
$
|
15,000
|
||
Nominating and Corporate Governance Committee Member other than Chairman
|
$
|
7,500
|
||
Management Development Committee Chairman
|
$
|
15,000
|
||
Management Development Committee Member other than Chairman
|
$
|
7,500
|
||
Corporate Development Committee Chairman
|
$
|
15,000
|
||
Corporate Development Committee Member other than Chairman
|
$
|
7,500
|
Name
|
Fees Earned
or
Paid in Cash
(1)
|
Option Award
(2)
|
Total
|
|||||||||
Deborah Andrews
|
$
|
80,750
|
$
|
25,677
|
$
|
106,427
|
||||||
Neal C. Bradsher
|
$
|
73,000
|
$
|
25,677
|
$
|
98,677
|
||||||
Stephen L. Cartt
|
$
|
77,500
|
$
|
25,677
|
$
|
103,177
|
||||||
Stephen C. Farrell
|
$
|
77,750
|
$
|
25,677
|
$
|
103,427
|
||||||
Alfred D. Kingsley
(3)
|
$
|
513,250
|
$
|
317,252
|
$
|
830,502
|
||||||
Michael H. Mulroy
|
$
|
72,000
|
$
|
25,677
|
$
|
97,677
|
||||||
Angus C. Russell
|
$
|
64,500
|
$
|
25,677
|
$
|
90,177
|
||||||
David Schlachet
|
$
|
70,250
|
$
|
25,677
|
$
|
95,927
|
(1) | Includes annual cash fees for serving as a director, fees for service on committees of the Board, if any, and fees for attending meetings of the Board and committees. |
(2) | Those of our directors who were serving on the Board of Directors on July 1, 2015 and who were not salaried employees of BioTime each received an annual award of stock options on that date entitling them to purchase 20,000 common shares, except that Mr. Kingsley received 50,000 stock options for serving as Chairman of the Board. Those options will vest and become exercisable in equal quarterly installments over a one-year period, but must be reported here at the aggregate grant date fair value, as if all options were fully vested and exercisable at the date of grant. We use the Black-Scholes-Merton Pricing Model to compute option fair values. We used the following variables to value those options: stock price and exercise price of $3.57, expected term of 2.81 years, volatility of 54.21%, and a bond equivalent yield discount rate of 1.01%. |
(3) | During 2015, in addition to $65,000 in annual director fees as BioTime's Chairman of the Board and $23,500 for BioTime Board meetings attended, Mr. Kingsley received $402,500 from certain subsidiaries for serving as Chairman of the Board or as Executive Chairman, $9,000 from certain subsidiaries for meetings of directors attended, and $13,250 of employer contributions to his 401(k) plan. Mr. Kingsley’s option award compensation also includes the value of 75,000 options to purchase Asterias common stock and the value of 75,000 (after a reverse stock split) options to purchase OncoCyte common stock which he received from those subsidiaries for serving, respectively, as Chairman of the Board of Directors of Asterias and as Executive Chairman of OncoCyte. The assumptions underlying the valuation of the Asterias options are as follows: stock price of $3.85, exercise price of $3.90, expected term of 2.72 years, volatility of 80.82%, and a bond equivalent yield discount rate of 1.03%. The assumptions underlying the valuation of the OncoCyte options are as follows: stock price and exercise price of $2.20, expected term of 6.08 years, volatility of 74.86%, and a bond equivalent yield discount rate of 1.6%. |
· | Base salary; |
· | Annual cash bonuses based on corporate and individual performance; |
· | Long-term incentives in the form of stock options; |
· | Health insurance; and |
· | 401(k) plan participation with employer contributions. |
· | BioTime's and its subsidiaries' growth and progress in scientific research; |
· | Extraordinary performance by an individual during the year; |
· | Retention concerns; |
· | The executive's tenure and experience; |
· | The executive's historical compensation; |
· | Market data; |
· | Our financial position and capital resources; and |
· | Fairness. |
Position
|
BioTime Stock Options
|
|||
Chief Executive Officer
|
200,000
|
|||
Senior Executive/Officer
|
100,000
|
|||
Vice President/Senior Director
|
50,000
|
|||
Director/Manager
|
25,000
|
|||
Senior Professional
|
10,000
|
|||
Technical/Administrative
|
5,000
|
Name and principal
Position
|
Year
|
Salary
|
Bonus
|
Option
Awards
(1)
|
Stock
Awards
|
All other
compensation
(2)
|
Total
|
||||||||||||||||||
Michael D. West
|
2015
|
$
|
680,315
|
$
|
65,000
|
(3)
|
$
|
654,771
|
(4)
|
$
|
-
|
$
|
38,250
|
(5)
|
$
|
1,438,336
|
|||||||||
Co-Chief Executive Officer
|
2014
|
$
|
680,315
|
$
|
204,000
|
(3)
|
$
|
624,115
|
(4)
|
$
|
-
|
$
|
38,000
|
(5)
|
$
|
1,546,430
|
|||||||||
2013
|
$
|
680,315
|
$
|
65,000
|
(3)
|
$
|
851,574
|
(4)
|
$
|
-
|
$
|
37,750
|
(5)
|
$
|
1,634,639
|
||||||||||
Aditya Mohanty
|
2015
|
$
|
460,417
|
(6)
|
$
|
50,000
|
(3)
|
$
|
-
|
$
|
200,000
|
(3)
|
$
|
13,250
|
$
|
723,667
|
|||||||||
Co-Chief Executive Officer
|
2014
|
$
|
5,192
|
(6)
|
$
|
-
|
$
|
1,490,424
|
(7)
|
$
|
-
|
$
|
-
|
$
|
1,495,616
|
||||||||||
Robert W. Peabody
|
2015
|
$
|
707,678
|
(8)
|
$
|
45,000
|
(3)
|
$
|
724,306
|
(9)
|
$
|
-
|
$
|
18,000
|
(5)
|
$
|
1,494,714
|
||||||||
Former Senior Vice-President, and
Chief Financial Officer
|
2014
|
$
|
430,135
|
$
|
107,500
|
(3)
|
$
|
237,681
|
(9)
|
$
|
-
|
$
|
13,000
|
$
|
788,316
|
||||||||||
2013
|
$
|
405,107
|
$
|
145,000
|
(3)
|
$
|
521,500
|
(9)
|
$
|
-
|
$
|
11,984
|
$
|
1,083,591
|
|||||||||||
Russell L. Skibsted
|
2015
|
$
|
45,000
|
$
|
8,630
|
(3)
|
$
|
899,316
|
(10)
|
$
|
-
|
$
|
1,500
|
$
|
954,446
|
||||||||||
Chief Operating Officer
|
|||||||||||||||||||||||||
Pedro Lichtinger
(11)
|
2015
|
$
|
407,000
|
$
|
-
|
$
|
524,263
|
(12)
|
$
|
93,335
|
(13)
|
$
|
9,000
|
$
|
1,033,598
|
||||||||||
Former President and Chief Executive Officer of
|
2014
|
$
|
224,359
|
$
|
-
|
$
|
1,409,456
|
(12)
|
$
|
468,000
|
(14)
|
$
|
8,333
|
$
|
2,110,149
|
||||||||||
Asterias Biotherapeutics, Inc.
|
(1) | The options must be reported here at the aggregate grant date fair value, as if all options were fully vested and exercisable at the date of grant, even if the options are subject to vesting over time. We use the Black-Scholes-Merton Pricing Model to compute option fair values. For options granted during 2015, one quarter of the options will vest upon completion of 12 full months of continuous employment of the executive measured from the date of grant, and the balance of the options will vest in 36 equal monthly installments commencing on the first anniversary of the date of grant, based upon the completion of each month of continuous employment of the executive. Options granted during 2014 and 2013 will vest and become exercisable in equal monthly installments over a 48 month period. |
(2) | Except as otherwise indicated below, “all other compensation” consists of employer contributions to the executive’s account under the BioTime 401(k) plan. |
(3) | As a result of BioTime receiving a certain research grant, Dr. West and Mr. Peabody earned bonuses of $65,000 and $45,000, respectively, during 2015, 2014 and 2013 under the terms of their employment agreements. For 2015, 2014, and 2013, respectively, the following annual discretionary bonuses were awarded to the executives named in the table: Dr. West $139,000 for 2014; Mr. Mohanty $250,000 for 2015; Mr. Peabody $62,500 for 2014 and $100,000 for 2013; Mr. Skibsted $8,360 for 2015. Mr. Mohanty’s 2015 bonus consisted of $50,000 in cash and 67,567 fully vested common shares valued at $200,000 under the Equity Incentive Plan. An annual bonus may be awarded to an executive officer based upon the performance of the executive, as determined by the Board of Directors upon recommendation of the Compensation Committee. |
(4) | Dr. West received 200,000 options during 2015, 2014 and 2013 which were valued using the following variables: for 2015 a stock price and exercise price of $3.51, expected term of 6.08 years, volatility of 64.69%, and a bond equivalent yield discount rate of 1.90%; for 2014 a stock price and exercise price of $3.51, expected term of 4.48 years, volatility of 68.03%, and a bond equivalent yield discount rate of 1.32%; and for 2013 a stock price and exercise price of $4.22, expected term of years, volatility of 97.79%, and a bond equivalent yield discount rate of 1.38%. Dr. West received 20,000 options in 2015 and 100,000 in 2013 from Asterias which were valued using the following variables: for 2015 a stock price of $3.85, exercise price of $3.90, expected term of 6.08 years, volatility of 78.38%, and a bond equivalent yield discount rate of 1.685%; for 2013 a stock price of $2.45, exercise price of $2.34, expected term of 4.18 years, volatility of 76.16%, and a bond equivalent yield discount rate of 0.66%. Dr. West received 99,140 options during 2013 from LifeMap Sciences, Inc. which were valued using the following variables: a stock price and exercise price of $1.75, expected term of 7 years, volatility of 1.0%, and a bond equivalent yield discount rate of 2.04%. Dr. West received 833 options during 2014 from LifeMap Solutions, Inc. which were valued using the following variables: a stock price and exercise price of $500, expected term of 4.52 years, volatility of 73.97%, and a bond equivalent yield discount rate of 1.68%. Dr. West received 125,000 options during 2015 from OncoCyte which were valued using the following variables: a stock price and exercise price of $2.20, expected term of 6.08 years, volatility of 74.86%, and a bond equivalent yield discount rate of 1.6%. |
(5) | Dr. West received other compensation that included $25,000 in 2015, 2014 and in 2013 as a director of LifeMap Sciences, Inc. and employer contributions of $13,250, $13,000 and $12,750 to his 401(k) plan during 2015, 2014, and 2013, respectively. Mr. Peabody received other compensation that included $4,750 in 2015 as a director of Asterias following his resignation as Chief Financial Officer of Asterias on November 9, 2015 and of BioTime on November 18, 2015. |
(6) | Mr. Mohanty was appointed as BioTime’s Chief Operating Officer effective December 29, 2014. On October 19, 2015 he was appointed to serve as Co-Chief Executive Officer. |
(7) | In 2014 Mr. Mohanty received 675,000 BioTime options which were valued using the following variables: a stock price of $3.71, exercise price of $3.78, expected term of 5.52 years, volatility of 68.54%, and a bond equivalent yield discount rate of 1.72%. |
(8) | Mr. Peabody served as our Senior Vice President and Chief Financial Officer during 2013, 2014 and until November 18, 2015 when he resigned and became Chief Financial Officer of our subsidiary LifeMap Solutions, Inc. Mr. Peabody received severance compensation of $221,520 in connection with the termination of his employment by BioTime. Mr. Peabody received salary payments of $29,487 from LifeMap Solutions in 2015. |
(9) | Mr. Peabody received 100,000 options during 2015, 2014 and 2013 from BioTime which were valued using the following variables: for 2015 a stock price and exercise price of $3.47, expected term of 9.65 years, volatility of 96.13%, and a bond equivalent yield discount rate of 2.27%; for 2014 a stock price and exercise price of $3.51, expected term of 4.48 years, volatility of 68.03%, and a bond equivalent yield discount rate of 1.32%; and for 2013 a stock price and exercise price of $4.22, expected term of 7 years, volatility of 97.79%, and a bond equivalent yield discount rate of 1.38%. Mr. Peabody received from Asterias 50,000 options during 2015 and 125,000 options during 2013 which were valued using the following variables: for 2015 a stock price of $5.16, exercise price of $3.90, expected term of 9.27 years, volatility of 85.36%, and a bond equivalent yield discount rate of 2.24%; for vested options granted in 2013 a stock price of $2.41, exercise price of $2.34, expected term of 4.52 years, volatility of 71.61%, and a bond equivalent yield discount rate of 1.48%; and for unvested options granted in 2013 a stock price of $5.16, exercise price of $2.34, expected term of 4.62 years, volatility of 76.68%, and a bond equivalent yield discount rate of 1.75%. Mr. Peabody received from LifeMap Sciences, Inc. 49,750 options during 2013 which were valued using the following variables: a stock price and exercise price of $1.75, expected term of 7 years, volatility of 1.0%, and a bond equivalent yield discount rate of 2.04%. Mr. Peabody received 167 options during 2014 from LifeMap Solutions, Inc. which were valued using following variables: a stock price and exercise price of $500, expected term of 4.52 years, volatility of 73.97%, and a bond equivalent yield discount rate of 1.68%. Mr. Peabody received from OncoCyte 75,000 options during 2015 which were valued using the following variables: a stock price of $3.20, exercise price of $2.20, expected term of 9.18 years, volatility of 80.34%, and a bond equivalent yield discount rate of 2.16%. |
(10) | Mr. Skibsted was appointed as BioTime’s Chief Financial Officer during November 2015. Under his employment agreement, Mr. Skibsted was awarded 450,000 options which were valued using the following variables: a stock price and exercise price of $3.36, expected term of 6.08 years, volatility of 64.33%, and a bond equivalent yield discount rate of 1.75%. |
(11) | Mr. Lichtinger became President and Chief Executive Officer of Asterias during June 2014 and the compensation shown in this table was paid by Asterias. Mr. Lichtinger’s employment by Asterias terminated during February 2016 . |
(12) | Mr. Lichtinger received from Asterias 200,000 options during 2015 and 1,000,000 options during 2014 which were valued using the following variables: for 2015 a stock price of $3.85, exercise price of $3.90, expected term of 6.08 years, volatility of 78.38%, and a bond equivalent yield discount rate of 1.685%; for 2014 a stock price and exercise price of $2.34, expected term of 4.52 years, volatility of 76.96%, and a bond equivalent yield discount rate of 1.69%. The 200,000 options were subject to time-based vesting whereby one quarter of the options were scheduled to vest upon completion of 12 full months of continuous employment by Asterias measured from the grant date, and the balance of the options would vest in 36 equal monthly installments commencing on the first anniversary of the date of grant, based upon the completion of each month of continuous employment by Asterias. The 1,000,000 options were subject to time-based vesting in equal monthly installments over a four-year period beginning on the one month anniversary from the date of the grant, provided that Mr. Lichtinger remained employed with Asterias through the vesting dates. In connection with the termination of Mr. Lichtinger’s employment during February 2016, half of the unvested options granted to Mr. Lichtinger vested and the balance were cancelled. |
(13) | Mr. Lichtinger received 17,949 RSUs in 2015. The RSUs and options were granted under Asterias’ 2013 Equity Incentive Plan. The RSUs were subject to time-based vesting in four equal quarterly payments beginning on June 30, 2015 but must be reported here at the aggregate grant date fair value, as if the RSUs were fully vested and exercisable at the date of grant. Each RSU represents a contingent right to receive one share of Asterias common stock. All 5,983 u nvested RSUs granted to Mr. Lichtinger vested following the termination Mr. Lichtinger’s employment during February 2016. |
(14) | Mr. Lichtinger received 200,000 shares of restricted stock from Asterias during 2014 which were granted at a price of $2.34 per share and were subject to restrictions on transfer and to forfeiture until the shares vested. The restricted stock vested in 12 equal monthly installments and became fully vested in June 2015. |
Name
|
Grant
Date
|
All Other
Option Awards:
Number of Securities
Underlying Options
(#)
(1)
|
Exercise or
Base Price of
Option Awards
($/share)
(2)
|
All Other
Stock Awards:
Number of
Shares of
Stock or Units
(#)
|
Grant Date
Fair Value of
Stock and Option Awards
($)
(3)
|
||||||||||||
Michael D. West
|
07/10/15
|
200,000
|
(4)
|
$
|
3.51
|
-
|
$
|
420,565
|
|||||||||
01/09/15
|
125,000
|
(5)
|
$
|
2.20
|
-
|
$
|
181,780
|
||||||||||
02/13/15
|
20,000
|
(6)
|
$
|
3.90
|
-
|
$
|
52,426
|
||||||||||
02/13/15
|
-
|
|
$
|
3.90
|
3,845
|
(7)
|
$
|
14,995
|
(7)
|
||||||||
Aditya Mohanty
|
-
|
-
|
-
|
-
|
$
|
-
|
|||||||||||
Robert W. Peabody
(8)
|
07/10/15
|
100,000
|
(4)
|
$
|
3.51
|
-
|
$
|
304,661
|
|
||||||||
01/09/15
|
75,000
|
(5)
|
$
|
2.20
|
-
|
$
|
200,175
|
|
|||||||||
02/13/15
|
50,000
|
(6)
|
$
|
3.90
|
-
|
$
|
219,200
|
|
|||||||||
02/13/15
|
-
|
|
$
|
3.90
|
3,845
|
(7)
|
$
|
14,995
|
(7)
|
||||||||
Russell L. Skibsted
|
11/16/15
|
450,000
|
(9)
|
$
|
3.36
|
-
|
$
|
899,316
|
|||||||||
Pedro Lichtinger
|
02/13/15
|
200,000
|
(6)
|
$
|
3.90
|
-
|
$
|
452,200
|
|||||||||
02/13/15
|
-
|
$
|
2.34
|
23,932
|
(10)
|
$
|
93,331
|
(1) | All of the stock options have ten-year terms. Except as otherwise noted, the options will vest upon completion of 12 full months of continuous employment measured from the date of grant, and the balance of the options shall vest in 36 equal monthly installments commencing on the first anniversary of the date of grant, based upon the completion of each month of continuous employment. |
(2) | Fair market values of subsidiary stock were determined by the respective boards of directors of the subsidiaries based on independent valuations or other factors. |
(3) | The options must be reported here at the aggregate grant date fair value, as if all options were fully vested and exercisable at the date of grant even though the options are subject to vesting over time. We use the Black-Scholes-Merton Pricing Model to compute option fair values. |
(4) | Options granted under BioTime’s Equity Incentive Plan. The variables used to compute the option values were: stock price and exercise price of $3.51 expected term of 6.088 years, volatility of 64.69%, and a bond equivalent yield discount rate of 1.90%. |
(5) | Options granted under OncoCyte’s Employee Stock Option Plan. For Dr. West, the variables used to compute the option values were: stock price and exercise price of $2.20, expected term of 6.08 years, volatility of 74.86%, and a bond equivalent yield discount rate of 1.6%. For Mr. Peabody, the variables used to compute the option values were: stock price of $3.20, exercise price of $2.20, expected term of 9.15 years, volatility of 80.34%, and a bond equivalent yield discount rate of 2.16%. |
(6) | Options granted under Asterias’ Equity Incentive Plan. For Dr. West and Mr. Lichtinger, the variables used to compute the option values were: stock price of $3.85, exercise price of $3.90, expected term of 6.08 years, volatility of 78.38%, and a bond equivalent yield discount rate of 1.685%. For Mr. Peabody, the variables used to compute the option values were: stock price of $5.16, exercise price of $3.90, expected term of 9.27 years, volatility of 85.36%, and a bond equivalent yield discount rate of 2.24%. |
(7) | RSUs granted under Asterias’ Equity Incentive Plan of which 2,884 vested in 2015. The RSUs were subject to time-based vesting in four equal quarterly payments beginning on June 30, 2015 but must be reported here at the aggregate grant date fair value, as if the RSUs were fully vested and exercisable at the date of grant. Each RSU represents a contingent right to receive one share of Asterias common stock. |
(8) | Under the Employment Termination Agreement, BioTime agreed to the following modifications of the terms of the options granted to Mr. Peabody by BioTime and certain subsidiaries: fifty percent (50%) of the then unvested shares subject to all outstanding stock options granted by BioTime vested on November 18, 2015. The unvested stock options granted to Mr. Peabody by BioTime shall continue to vest on a monthly basis during the term of his employment by LifeMap Solutions or the term of his Consulting Agreement, and the balance remaining unvested on the anniversary date of the Employment Termination Agreement shall then vest if Mr. Peabody has completed one full year of employment by LifeMap Solutions or has provided consulting services under a Consulting Agreement through such date. Asterias and OncoCyte have agreed to allow any options that they have granted to Mr. Peabody to continue to vest notwithstanding the termination of his employment by such subsidiary or BioTime. |
(9) | The options were granted under the BioTime’s Equity Incentive Plan. The variables used to compute the option values were: stock price and exercise price of $3.36, expected term of 6.08 years, volatility of 64.33%, and a bond equivalent yield discount rate of 1.75%. |
(10) | Mr. Lichtinger received 23,932 RSUs of which 17,949 vested in 2015. The RSUs were granted under Asterias’ Equity Incentive Plan. The RSUs were subject to time-based vesting in four equal quarterly payments beginning on June 30, 2015 but must be reported here at the aggregate grant date fair value, as if the RSUs were fully vested and exercisable at the date of grant. Each RSU represents a contingent right to receive one share of Asterias common stock. All 5,983 u nvested RSUs granted to Mr. Lichtinger vested following the termination of his employment during February 2016. |
Name
|
Stock Option
Plan Name
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
Option
Exercise
Price
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock
that have
Not Vested
|
Market Value
of Shares
or Units
of Stock
that have
Not Vested
|
|||||||||||||||
Michael D. West
|
BioTime Equity Incentive Plan
|
-
|
200,000
|
(1)
|
$
|
3.51
|
July 9, 2025
|
-
|
-
|
|||||||||||||
87,500
|
112,500
|
(2)
|
$
|
3.51
|
March 19, 2021
|
-
|
-
|
|||||||||||||||
149,999
|
50,001
|
(3)
|
$
|
4.22
|
February 19, 2020
|
-
|
-
|
|||||||||||||||
Asterias Biotherapeutics, Inc. Equity Incentive Plan
|
-
|
20,000
|
(4)
|
$
|
3.90
|
February 12, 2025
|
-
|
-
|
||||||||||||||
68,750
|
31,250
|
(5)
|
$
|
2.34
|
March 9, 2020
|
-
|
-
|
|||||||||||||||
-
|
-
|
-
|
-
|
961
|
(6)
|
$
|
3,777
|
|||||||||||||||
BioTime Asia, Limited 2011 Stock Option Plan
|
200
|
-
|
$
|
0.01
|
December 28, 2020
|
-
|
-
|
|||||||||||||||
LifeMap Sciences, Inc. 2011 Stock Option Plan
|
61,372
|
|
37,768
|
(7)
|
$
|
1.75
|
September 30, 2020
|
-
|
-
|
|||||||||||||
44,642
|
|
-
|
$
|
0.50
|
March 28, 2018
|
-
|
-
|
|||||||||||||||
LifeMap Solutions, Inc. Equity Incentive Plan
|
329
|
504
|
(8)
|
$
|
500.00
|
May 3, 2021
|
-
|
-
|
||||||||||||||
OncoCyte Corporation 2011 Stock Option Plan
|
-
|
125,000
|
(9)
|
$
|
2.20
|
January 8, 2025
|
-
|
-
|
||||||||||||||
250,000
|
-
|
$
|
1.34
|
December 28, 2020
|
-
|
-
|
||||||||||||||||
OrthoCyte Corporation 2010 Stock Option Plan
|
500,000
|
-
|
$
|
0.05
|
December 28, 2020
|
-
|
-
|
|||||||||||||||
ReCyte Therapeutics, Inc. 2011 Stock Option Plan
|
500,000
|
-
|
$
|
2.05
|
December 28, 2020
|
-
|
-
|
|||||||||||||||
Aditya Mohanty
|
BioTime Equity Incentive Plan
|
168,750
|
506,250
|
(10)
|
$
|
3.78
|
December 28, 2024
|
-
|
-
|
|||||||||||||
Robert W. Peabody
|
BioTime Equity Incentive Plan
|
52,083
|
47,917
|
(11)
|
$
|
3.51
|
July 9, 2025
|
-
|
-
|
|||||||||||||
73,958
|
26,042
|
(11)
|
$
|
3.51
|
March 19, 2021
|
-
|
-
|
|||||||||||||||
88,541
|
11,459
|
(11)
|
$
|
4.22
|
February 19, 2020
|
-
|
-
|
|||||||||||||||
Asterias Biotherapeutics, Inc. Equity Incentive Plan
|
-
|
50,000
|
(11)
|
$
|
3.90
|
February 12, 2025
|
-
|
-
|
||||||||||||||
78,125
|
46,875
|
(11)
|
$
|
2.34
|
June 23, 2020
|
-
|
-
|
|||||||||||||||
-
|
-
|
-
|
-
|
961
|
(12)
|
$
|
3,777
|
|||||||||||||||
BioTime Asia, Limited 2011 Stock Option Plan
|
100
|
-
|
$
|
0.01
|
December 28, 2020
|
-
|
-
|
|||||||||||||||
LifeMap Sciences, Inc. 2011 Stock Option Plan
|
30,797
|
18,953
|
(13)
|
$
|
1.75
|
September 30, 2020
|
-
|
-
|
||||||||||||||
22,321
|
(8)
|
-
|
$
|
0.50
|
March 28, 2018
|
-
|
-
|
|||||||||||||||
LifeMap Solutions, Inc. Equity Incentive Plan
|
66
|
101
|
(14)
|
$
|
500.00
|
May 3, 2021
|
-
|
-
|
||||||||||||||
OncoCyte Corporation 2011 Stock Option Plan
|
- |
75,000
|
(11)(15)
|
$
|
2.20
|
January 8, 2025
|
-
|
-
|
||||||||||||||
125,000
|
-
|
$
|
1.34
|
December 28, 2020
|
-
|
-
|
||||||||||||||||
OrthoCyte Corporation 2010 Stock Option Plan
|
250,000
|
-
|
$
|
0.05
|
December 28, 2020
|
-
|
-
|
|||||||||||||||
ReCyte Therapeutics, Inc. 2011 Stock Option Plan
|
250,000
|
-
|
$
|
2.05
|
December 28, 2020
|
-
|
-
|
|||||||||||||||
Russell L. Skibsted
|
BioTime Equity Incentive Plan
|
-
|
450,000
|
(16)
|
$
|
3.36
|
November 15, 2025
|
-
|
-
|
|||||||||||||
Pedro Lichtinger
|
Asterias Biotherapeutics, Inc. Equity Incentive Plan
|
-
|
200,000
|
(17)
|
$
|
3.90
|
February 12, 2025
|
-
|
-
|
|||||||||||||
437,500
|
562,500
|
(18)
|
$
|
2.34
|
June 8, 2021
|
-
|
-
|
|||||||||||||||
-
|
-
|
-
|
-
|
5,983
|
(19)
|
$
|
23,513
|
(19)
|
(1) | One quarter of the options will vest upon completion of 12 full months of continuous employment by BioTime or Dr. West remaining a director of BioTime, measured from the date of grant, July 10, 2015, and the balance of the options shall vest in 36 equal monthly installments commencing on the first anniversary of the date of grant, based upon the completion of each month of continuous employment by BioTime, or Dr. West remaining a director of BioTime. |
(2) | These options become exercisable in 48 equal monthly installments from the date of grant, March 20, 2014, provided that Dr. West remains an employee or director of BioTime. |
(3) | These options become exercisable in 48 equal monthly installments from the date of grant, February 20, 2013, provided that Dr. West remains an employee or director of BioTime. |
(4) |
One quarter of the options will vest upon completion of 12 full months of continuous service as an employee or director of BioTime or Asterias, measured from the date of grant, July 10, 2015, and the balance of the options shall vest in 36 equal monthly installments commencing on the first anniversary of the date of grant, based upon the completion of each month of continuous service as an employee or director of BioTime or Asterias.
|
(5) | These options become exercisable in 48 equal monthly installments from the date of grant, March 10, 2013, provided that Dr. West remains an employee or director of Asterias or BioTime. |
(6) | The RSUs were granted under the Asterias Equity Incentive Plan at $3.90 per share and are subject to restrictions on transfer and to forfeiture until the shares vest. Each RSU represents a contingent right to receive one share of Asterias common stock. The RSUs are subject to time-based vesting in four equal quarterly payments beginning on June 30, 2015 provided that Dr. West remains an employee or director of Asterias or BioTime. |
(7) | These options become exercisable in 42 equal monthly installments from the date of grant, October 1 2013, provided that Dr. West remains an employee or director of LifeMap Sciences, Inc. or BioTime. |
(8) | These options become exercisable in 42 equal monthly installments from the date of grant, March 29, 2011, provided that Dr. West remains an employee or director of LifeMap Sciences, Inc., LifeMap Solutions, Inc. or BioTime. |
(9) | These options to Dr. West become exercisable over a period of 48 months from the date of grant, January 9, 2015. |
(10) | These options become exercisable in 48 equal monthly installments from the date of grant, December 29, 2014, provided that Mr. Mohanty remains an employee. |
(11) | Mr. Peabody served as our Senior Vice President and Chief Financial Officer until he resigned in November 2015to become Chief Financial Officer of our subsidiary LifeMap Solutions. Under the Employment Termination Agreement, BioTime agreed to the following modifications of the terms of the options granted to Mr. Peabody by BioTime and certain subsidiaries: fifty percent (50%) of the then unvested shares subject to all outstanding stock options granted by BioTime vested on November 18, 2015. The unvested stock options granted to Mr. Peabody by BioTime shall continue to vest on a monthly basis during the term of his employment by LifeMap Solutions, Inc. or the term of his Consulting Agreement, and the balance remaining unvested on the anniversary date of the Employment Termination Agreement shall then vest if Mr. Peabody has completed one full year of employment by LifeMap Solutions or has provided consulting services under a Consulting Agreement through such date. Asterias and OncoCyte have agreed to allow any options that they have been granted to Mr. Peabody to continue to vest notwithstanding the termination of his employment by such subsidiary or BioTime. |
(12) | The RSUs were granted under the Asterias Equity Incentive Plan at $3.90 per share and are subject to restrictions on transfer and to forfeiture until the shares vest. Each RSU represents a contingent right to receive one share of Asterias common stock. The RSUs are subject to time-based vesting in four equal quarterly payments beginning on June 30, 2015. |
(13) | These options to Mr. Peabody become exercisable in 42 equal monthly installments from the date of grant, October 1, 2013, provided that Mr. Peabody remains an employee or director of LifeMap Sciences, Inc. or BioTime. |
(14) | These options to Mr. Peabody become exercisable in 48 equal monthly installments from the date of grant, May 4, 2014 provided that Mr. Peabody remains an employee or director of LifeMap Sciences, Inc. or BioTime. |
(15) | These options to Mr. Peabody become exercisable in 48 equal monthly installments from the date of grant, January 9, 2015. |
(16) | One quarter of the options will become exercisable upon completion of 12 full months of continuous employment of Mr. Skibsted by BioTime measured from the date of grant, November 16, 2015, and the balance of the options shall vest in 36 equal monthly installments commencing on the first anniversary of the date of grant, based upon the completion of each month of continuous employment of Mr. Skibsted. |
(17) | One quarter of the options vested upon completion of 12 full months of continuous employment of Mr. Lichtinger by Asterias measured from the date of grant, February 13, 2013, and the balance of the options were scheduled to vest in 36 equal monthly installments commencing on the first anniversary of the date of grant, based upon the completion of each month of continuous employment by Asterias. As a result of the termination of Mr. Lichtinger’s employment during February 2016 50% of his unvested stock options vested and the balance of his unvested options were forfeited. |
(18) | These options were scheduled to become exercisable in 48 equal monthly installments from the date of grant, June 9, 2014, provided that Mr. Lichtinger remains an employee of Asterias. As a result of the termination of Mr. Lichtinger’s employment during February 2016 50% of his unvested stock options vested and the balance of his unvested options were forfeited.. |
(19) | The RSUs were granted under the Asterias Equity Incentive Plan at $3.90 per share and were subject to restrictions on transfer and to forfeiture until the shares vested. Each RSU represents a contingent right to receive one share of Asterias common stock. The RSUs were subject to time-based vesting in four equal quarterly payments beginning on June 30, 2015 provided that Mr. Lichtinger remained an employee of Asterias. As a result of the termination of Mr. Lichtinger’s employment during February 2016 all of his unvested RSUs vested. |
Name
|
Option awards
|
Stock awards
|
||
Number of shares
acquired on exercise (#) |
Value
realized on exercise ($) |
Number of shares
acquired on vesting(#) |
Value
realized on vesting ($) (1) |
|
Michael D. West
|
-
|
-
|
2,884
|
$673
|
Robert W. Peabody
|
-
|
-
|
2,884
|
$673
|
Pedro Lichtinger
|
-
|
-
|
117,947
|
$446,333
|
(1) | Represents the number of vested RSUs multiplied by the market value of the underlying common stock on the applicable vesting date. |
Officer and Position
|
Benefit
|
Before Change in Control Termination
w/o Cause
(1)
|
After Change of Control Termination
w/o Cause
|
|||||||
Michael D. West, Co-Chief Executive Officer
|
Cash Payment
(1)
|
$
|
340,158
|
$
|
680,315
|
|||||
Option Vesting
(2)
|
370,456
|
740,913
|
||||||||
Aditya Mohanty, Co-Chief Executive Officer
|
Cash Payment
(1)
|
$
|
250,000
|
$
|
153,472
|
|||||
Option Vesting
(2)
|
81,000
|
162,000
|
||||||||
Russell L. Skibsted, Chief Financial Officer
|
Cash Payment
(1)
|
$
|
180,000
|
$
|
180,000
|
|||||
Option Vesting
(2)
|
333,000
|
333,000
|
||||||||
Pedro Lichtinger, Former President and Chief Executive Officer of Asterias
|
Cash Payment
(1)
|
$
|
203,500
|
$
|
407,000
|
|||||
Option and RSU Vesting
(2)
|
499,875
|
999,750
|
(1) | Amounts represent lump sum severance payments that could be paid to the executive officer under such executive's employment agreement as of December 31, 2015. |
(2) | The total estimated net fair value of all unvested options and RSUs represents the closing price of the shares on the NYSE MKT on December 31, 2015, less, in the case of options, the exercise price of options multiplied by the number of unvested options. |
|
Number of
Shares
|
Percent
of Total
|
||||
Neal C. Bradsher
(1)
|
22,372,304
|
24.7%
|
|
|||
Broadwood Partners, L.P.
|
||||||
Broadwood Capital, Inc.
|
||||||
724 Fifth Avenue, 9
th
Floor
|
||||||
New York, NY 10019
|
||||||
|
||||||
Alfred D. Kingsley
(2)
|
7,695,511
|
8.5%
|
|
|||
Greenbelt Corp.
|
||||||
Greenway Partners, L.P.
|
||||||
150 E. 57
th
Street
|
||||||
New York, NY 10022
|
||||||
|
||||||
George Karfunkel
|
4,997,217
|
5.5%
|
|
|||
126 East 56
th
St.
|
||||||
New York, NY 10022
|
(1) | Includes 22,164,396 shares owned by Broadwood Partners, L.P., 50,000 shares that Broadwood Partners, L.P. may acquire from another shareholder upon the exercise of an option, 62,908 shares owned by Neal C. Bradsher, and 95,000 shares that may be acquired by Mr. Bradsher upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days. Excludes 5,000 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Broadwood Partners, L.P. also beneficially owns 1,641,025 shares of Asterias common stock, which constitute approximately 4.3% of the outstanding Asterias shares, and 1,096,364 shares of OncoCyte common stock, including 3,145 shares owned by Mr. Bradsher, which constitute approximately 4.3% of the outstanding OncoCyte shares, as of the date of the information presented in the foregoing table. Broadwood Capital, Inc. is the general partner of Broadwood Partners, L.P., and Mr. Bradsher is the President of Broadwood Capital, Inc. Mr. Bradsher and Broadwood Capital, Inc. may be deemed to beneficially own the shares that Broadwood Partners, L.P. owns. |
(2) | Includes 1,451,105 shares presently owned by Greenbelt Corp, 375,351 shares owned by Greenway Partners, L.P., 5,631,555 shares owned solely by Alfred D. Kingsley, and 237,500 shares that may be acquired by Mr. Kingsley upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days. Excludes 12,500 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Mr. Kingsley controls Greenbelt Corp. and Greenway Partners, L.P. and may be deemed to beneficially own the shares that Greenbelt Corp. and Greenway Partners, L.P. own. Mr. Kingsley beneficially owns 11.7% of the outstanding shares of common stock of BioTime's subsidiary LifeMap Sciences Inc., including 523,810 shares owned by Mr. Kingsley and 1,047,620 shares owned by Greenway Partners, L.P., and 98,321 shares that may be acquired upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days, but excluding 23,750 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Mr. Kingsley beneficially owns 2.12% of the outstanding shares of common stock of BioTime's subsidiary OncoCyte, including 391,015 shares owned by Mr. Kingsley and 150,000 shares that may be acquired upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days, but excluding 50,000 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Mr. Kingsley beneficially owns 3.8% of the outstanding shares of common stock of BioTime's subsidiary LifeMap Solutions, including 434 shares that may be acquired upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days, but excluding 399 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days; 2.6% of the outstanding shares of common stock of BioTime's subsidiary BioTime Asia, including 100 shares that may be acquired upon the exercise of certain stock options that are presently exercisable; and 1.2% of the outstanding shares of common stock of BioTime's subsidiary OrthoCyte Corporation, including 250,000 shares that may be acquired upon the exercise of certain stock options that are presently exercisable, in each case as of the date of the information presented in the foregoing table. Mr. Kingsley also holds options to purchase shares of common stock of certain other subsidiaries, which if exercised, would constitute less than 1% of the outstanding shares of each subsidiary. |
|
Number of Shares
|
Percent
of Total
|
||||||
Neal C. Bradsher
(1)
|
22,372,304
|
24.7
|
%
|
|||||
|
||||||||
Alfred D. Kingsley
(2)
|
7,695,511
|
8.5
|
%
|
|||||
|
||||||||
Michael D. West
(3)
|
1,221,820
|
1.3
|
%
|
|||||
|
||||||||
Judith Segall
(4)
|
679,603
|
*
|
||||||
|
||||||||
Aditya P. Mohanty
(5)
|
239,063
|
*
|
||||||
|
||||||||
Stephen C. Farrell
(6)
|
172,450
|
*
|
||||||
|
||||||||
Deborah Andrews
(7)
|
57,000
|
*
|
||||||
|
||||||||
David Schlachet
(7)
|
87,050
|
*
|
||||||
|
||||||||
Michael H. Mulroy
(8)
|
67,550
|
*
|
||||||
|
||||||||
Angus C. Russell
(8)
|
102,500
|
*
|
||||||
|
||||||||
Russell L. Skibsted
(9)
|
-
|
*
|
||||||
|
||||||||
Robert W. Peabody
(10)
|
558,535
|
*
|
||||||
|
||||||||
Pedro Lichtinger
(11)
|
191,250
|
*
|
||||||
|
||||||||
All executive officers and directors as a group (13 persons)
(12)
|
33,444,636
|
36.3
|
%
|
* | Less than 1% |
(1) | Includes 22,164,396 shares owned by Broadwood Partners, L.P., 50,000 shares that Broadwood Partners, L.P. may acquire from another shareholder upon the exercise of an option, 62,908 shares owned by Neal C. Bradsher, and 95,000 shares that may be acquired by Mr. Bradsher upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days. Excludes 5,000 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Broadwood Partners, L.P. also beneficially owns 1,641,025 shares of Asterias common stock, which constitute approximately 4.3% of the outstanding Asterias shares, and 1,096,364 shares of OncoCyte common stock , including 3,145 shares owned by Mr. Bradsher, which constitute approximately 4.3% of the outstanding OncoCyte shares, as of the date of the information presented in the foregoing table. Broadwood Capital, Inc. is the general partner of Broadwood Partners, L.P., and Mr. Bradsher is the President of Broadwood Capital, Inc. Mr. Bradsher and Broadwood Capital, Inc. may be deemed to beneficially own the shares that Broadwood Partners, L.P. owns. |
(2) | Includes 1,451,105 shares presently owned by Greenbelt Corp, 375,351 shares owned by Greenway Partners, L.P., 5,631,555 shares owned solely by Alfred D. Kingsley, and 237,500 shares that may be acquired by Mr. Kingsley upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days. Excludes 12,500 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Mr. Kingsley controls Greenbelt Corp. and Greenway Partners, L.P. and may be deemed to beneficially own the shares that Greenbelt Corp. and Greenway Partners, L.P. own. Mr. Kingsley beneficially owns 11.7% of the outstanding shares of common stock of BioTime's subsidiary LifeMap Sciences Inc., including 523,810 shares owned by Mr. Kingsley and 1,047,620 shares owned by Greenway Partners, L.P., and 98,321 shares that may be acquired upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days, but excluding 23,750 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Mr. Kingsley beneficially owns 2.12% of the outstanding shares of common stock of BioTime’s subsidiary OncoCyte, including 391,015 shares owned by Mr. Kingsley and 150,000 shares that may be acquired upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days, but excluding 50,000 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Mr. Kingsley beneficially owns 3.8% of the outstanding shares of common stock of BioTime's subsidiary LifeMap Solutions, including 434 shares that may be acquired upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days, but excluding 399 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days; 2.6% of the outstanding shares of common stock of BioTime's subsidiary BioTime Asia, including 100 shares that may be acquired upon the exercise of certain stock options that are presently exercisable; and 1.2% of the outstanding shares of common stock of BioTime's subsidiary OrthoCyte Corporation, including 250,000 shares that may be acquired upon the exercise of certain stock options that are presently exercisable, in each case as of the date of the information presented in the foregoing table. Mr. Kingsley also holds options to purchase shares of common stock of certain other subsidiaries, which if exercised, would constitute less than 1% of the outstanding shares of each subsidiary. |
(3) | Includes 345,833 shares that may be acquired upon the exercise of certain stock options that are presently exercisable or that may become exercisable within 60 days. Excludes 254,167 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Dr. West beneficially owns 2.19% of the outstanding shares of OncoCyte including 43,799 shares owned by Dr. West, 291,667 shares that Dr. West may acquire and 233,333 shares that his wife Dr. Karen Chapman may acquire upon the exercise of certain stock options that are presently exercisable or may become exercisable within 60 days, but excluding 83,333 shares that may be acquired by Dr. West and 66,667 shares that may be acquired by Dr. Chapman upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Dr. West currently has options to purchase common shares or ordinary shares of certain other BioTime subsidiaries, which are presently exercisable or may become exercisable within 60 days, and if exercised would entitle Dr. West to acquire: 3.8% of the outstanding shares of common stock of BioTime’s subsidiary LifeMap Solutions; 2.6% of the outstanding shares of BioTime Asia; 2.3% of the outstanding shares of OrthoCyte Corporation; 1.9% of the outstanding shares of ReCyte Therapeutics, Inc., and less than 1% of the outstanding shares of Asterias. |
(4) | Includes 86,458 shares that may be acquired upon the exercise of certain stock options that are presently exercisable or that may become exercisable within 60 days. Excludes 88,542 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Ms. Segall also holds options to purchase 30,000 shares of common stock of Asterias , 29,657 shares of OncoCyte common stock and options to purchase 5,000 shares of common stock of OncoCyte, in each case constituting less than 1% of the outstanding shares of those subsidiaries |
(5) | Includes 239,063 shares that may be acquired upon the exercise of certain options that are presently exercisable or that may become exercisable within 60 days. Excludes 435,937 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. |
(6) | Includes 75,000 shares that may be acquired upon the exercise of certain options that are presently exercisable or that may become exercisable within 60 days. Excludes 5,000 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days |
(7) | Includes 55,000 shares that may be acquired upon the exercise of certain options that are presently exercisable or that may become exercisable within 60 days. Excludes 5,000 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. |
(8) | Includes 35,000 shares that may be acquired upon the exercise of certain options that are presently exercisable or that may become exercisable within 60 days. Excludes 5,000 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. |
(9) | Excludes 650,000 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. |
(10) | Includes 315,777 shares presently owned by Mr. Peabody, 50 shares that may be acquired upon the exercise of certain warrants, and 242,758 shares that may be acquired upon the exercise of certain stock options that are presently exercisable or that may become exercisable within 60 days. Excludes 57,292 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Mr. Peabody currently has options to purchase common shares or ordinary shares of certain other BioTime subsidiaries, which are presently exercisable or may become exercisable within 60 days, and if exercised would entitle Mr. Peabody to acquire: 2.6% of the outstanding shares of BioTime Asia; 1.2% of the outstanding shares of OrthoCyte Corporation; and less than 1% of the outstanding shares of the other subsidiaries, in each case as of the date of the information presented in the foregoing table. |
(11) |
Includes
126,250
shares presently owned by Mr. Lichtinger based upon Mr. Lichtinger's Form 4 filed July 3, 2014, and 65,000 shares that may be acquired upon the exercise of certain options that are presently exercisable.
Mr. Lichtinger also beneficially owns 1,367,521 shares of Asterias common stock, of which 833,333 may be acquired through exercise of stock options and 5,983 may be acquired through the settlement of RSUs, representing 3.5% of the outstanding shares of Asterias common stock.
|
(12) | Includes 50,000 shares that may be acquired upon the exercise of certain private options, 50 shares that may be acquired upon the exercise of certain warrants and 1,616,612 shares that may be acquired upon the exercise of certain options that are presently exercisable or that may become exercisable within 60 days. Excludes 1,328,438 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and will not become exercisable within 60 days. |
· | the interest of the officer, director, beneficial owner of more than 5% of our common shares, or any member of their immediate family (“Related Person”) in the Related Person Transaction; |
· | the approximate dollar value of the amount involved in the Related Person Transaction; |
· | the approximate dollar value of the amount of the Related Person’s interest in the transaction without regard to the amount of any profit or loss; |
· | whether the transaction was undertaken in the ordinary course of our business; |
· | whether the transaction with the Related Person is proposed to be, or was, entered into on terms no less favorable to us than terms that could have been reached with an unrelated third party; |
· | the purpose of, and the potential benefits to the transaction to us; and |
· | any other information regarding the Related Person Transaction or the Related Person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction. |
2015
|
2014
|
|||||||
Audit Fees
(1)
|
$
|
342,055
|
$
|
467,319
|
||||
Audit Related Fees
(2)
|
73,150
|
22,370
|
||||||
Tax Fees
(3)
|
-
|
11,250
|
||||||
Total Fees
|
$
|
415,205
|
$
|
500,939
|
(1) | Audit Fees consist of fees billed for professional services rendered for the audit of BioTime's consolidated annual financial statements included in our Annual Report on Form 10-K and review of the interim consolidated financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by our independent registered public accountants in connection with statutory and regulatory filings or engagements. For the fiscal years ended December 31, 2015 and 2014, aggregate fees for professional services billed by OUM we re $342,055 an d $283,069, respectively, and by Rothstein Kass were $0.00 and $184,250, respectively. |
(2) | Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of BioTime’s consolidated financial statements and are not reported under “Audit Fees.” This category includes fees related to non-routine SEC filings. For the fiscal years ended December 31, 2015 and 2014, aggregate fees for professional services billed by OUM were $59,650 and $5,370, respectively, and by Rothstein Kass were $13,500 and $17,000, respectively. |
(3) | Tax Fees were billed for services including assistance with tax compliance and the preparation of tax returns, tax consultation services, assistance in connection with tax audits and tax advice related to mergers, acquisitions and dispositions. For the fiscal years ended December 31, 2015 and 2014, fees for professional services billed by Rothstein Kass were none and $11,250, respectively, and none by OUM. |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS NUMBER 2AND 3
.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
☒
|
1. ELECTION OF DIRECTORS:
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FOR
|
AGAINST
|
ABSTAIN
|
|||
O
O
O
|
FOR ALL NOMINEES
WITHHOLD AUTHORITY
FOR ALL NOMINEES
FOR ALL EXCEPT
(See instructions below)
|
NOMINEES:
O DEBORAH ANDREWS
O NEAL C. BRADSHER
O STEPHEN C. FARRELL
O ALFRED D. KINGSLEY
O ADITYA P. MOHANTY
O MICHAEL H. MULROY
O ANGUS C. RUSSELL
O DAVID SCHLACHET
O MICHAEL D. WEST
|
2. RATIFYING APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
3. APPROVAL OF AMENDMENT OF ARTICLES OF INCORPORATION TO INCREASE AUTHORIZED NUMBER OF COMMON SHARES
|
☐
FOR
☐
|
☐
AGAINST
☐
|
☐
ABSTAIN
☐
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INSTRUCTIONS:
To withhold authority to vote for any individual nominee(s), mark
“FOR ALL EXCEPT”
and fill in the circle next to each nominee you wish to withhold, as shown here:
l
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I WISH TO ATTEND AND VOTE SHARES AT MEETING
☐
|
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To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.
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Signature of Shareholder
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Date:
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Signature of Shareholder
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Date:
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Note:
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
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