Lineage Cell Therapeutics Inc (LCTX)

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Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 21, 2018


BioTime, Inc.
(Exact name of registrant as specified in its charter)

California


1-12830


94-3127919

(State or other jurisdiction
of incorporation)


(Commission File Number)


(IRS Employer

Identification No.)

1010 Atlantic Avenue
Suite 102
Alameda, California 94501
(Address of principal executive offices)

[phone]
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ?

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?

Forward-Looking Statements

Any statements that are not historical fact (including, but not limited to statements that contain words such as “may,” “will,” “believes,” “plans,” “intends,” “anticipates,” “expects,” “estimates”) should also be considered to be forward-looking statements. Additional factors that could cause actual results to differ materially from the results anticipated in these forward-looking statements are contained in BioTime’s periodic reports filed with the SEC under the heading “Risk Factors” and other filings that BioTime may make with the Securities and Exchange Commission. Undue reliance should not be placed on these forward-looking statements which speak only as of the date they are made, and the facts and assumptions underlying these statements may change. Except as required by law, BioTime disclaims any intent or obligation to update these forward-looking statements.

References in this Report to “BioTime,” “we” or “us” refer to BioTime, Inc.

Section 5 - Corporate Governance and Management

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 21, 2018, our Board of Directors appointed Cavan Redmond as a director. Mr. Redmond will also serve as Chairman of a newly organized Corporate Development Committee of the Board of Directors.

Mr. Redmond, 56, has served as member of Zarsy, LLC since 2014. Mr. Redmond served as Chief Executive Officer of WebMD from May 2012 until May 2013. From August 2011 until May 2012, he served as Group President, Animal Health, Consumer Healthcare and Corporate Strategy of Pfizer Inc., a pharmaceutical company. Previously, Mr. Redmond served as Pfizer’s Group President, Animal Health, Consumer Healthcare, Capsugel and Corporate Strategy from December 2010 until August 2011 and as its Senior Vice President and Group President, Pfizer Diversified Businesses from October 2009 until December 2010. Prior to Pfizer’s acquisition of Wyeth, a pharmaceutical company, Mr. Redmond served as President, Wyeth Consumer Healthcare and Animal Health Business from May 2009 until October 2009. Before that, he held the positions of President, Wyeth Consumer Healthcare from December 2007 until May 2009 and Executive Vice President and General Manager, BioPharma, Wyeth Pharmaceuticals from 2003 until December 2007. Mr. Redmond is also a director of OncoCyte Corporation, a developer of non-invasive cancer diagnostic tests. Mr. Redmond holds a BA from the University of Maryland and a Master of Administrative Sciences from Johns Hopkins University.

Mr. Redmond will receive annual cash fees of $40,000 for serving as a director and $15,000 for serving as Chairman of the Corporate Development Committee. In addition to the cash fees, for serving as a director Mr. Redmond will receive an initial grant of options to purchase 60,000 common shares under our 2012 Equity Incentive Plan.

The annual cash fees will be paid in four equal quarterly installments based on Mr. Redmond’s continued service through the last day of the applicable quarter, and the stock options will vest and became exercisable, in one yearly installment, based on Mr. Redmond’s continued service through the one year anniversary of grant. The options will expire if not exercised five years from the date of grant or 90 days after Mr. Redmond ceases to serve as a director.

Mr. Redmond serves as a director and holds options to purchase shares of common stock of our former consolidated subsidiary OncoCyte Corporation. OncoCyte and BioTime are parties to a Shared Facilities Agreement through which we provide OncoCyte with the use of a portion of our office and laboratory facilities, equipment and supplies, utilities, and personnel at our cost plus 5%. OncoCyte is presently paying us $130,000 monthly, and during the twelve months ended December 31, 2017 OncoCyte paid us approximately $1,567,000, for its costs incurred under the Shared Facilities Agreement.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number


Description

99.1


Press Release dated February 22, 2018



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


BIOTIME, INC.


Date:


February 22, 2018


By:


/s/Russell Skibsted






Chief Financial Officer


Exhibit 99.1

BioTime Appoints Cavan Redmond to Its Board of Directors

Former CEO of WebMD, former General Manager of Wyeth Biopharma and Group President of Pfizer
30 Years of Executive Management and Corporate Strategy Experience in Biopharma

ALAMEDA, Calif.--(BUSINESS WIRE)--February 22, 2018--BioTime, Inc. (NYSE American: BTX), a late-stage, clinical biotechnology company developing and commercializing products addressing degenerative diseases, announced the appointment of Cavan Redmond as an independent member of the Board of Directors of BioTime. Mr. Redmond will be the Chairman of the newly created Corporate Development Committee.

This committee was formed to advise the Board of Directors and management of BioTime regarding strategic partnership opportunities, mergers and acquisitions, and corporate structures to deliver long-term value to the Company’s stakeholders. Additionally, the committee will advise the corporation’s executive management needs as BioTime continues to simplify its operations, unlock value and prepares to become a commercial stage organization.

“I believe BioTime’s Renevia and OpRegen programs have the potential to offer paradigm-changing treatment options for patients. I am excited to join the BioTime board to help guide the leadership team during this transformational period in the company’s evolution,” said Cavan Redmond.

Previously, Mr. Redmond held the position of Chief Executive Officer and member of the Board at WebMD Health Corp., where he streamlined operations to position the company for growth. Prior to that, Mr. Redmond served as Group President at Pfizer, Inc., where he was responsible for integrating and building a diverse business portfolio following the company’s merger with Wyeth. During his tenure at Pfizer, he was also responsible for Pfizer’s Corporate strategy. Additionally, Mr. Redmond held various positions at Wyeth including the 1 st General Manager of Wyeth Biopharma, which he grew to become the 4 th largest biotechnology company prior to the Pfizer acquisition. He also has significant consumer healthcare business experience overseeing both Wyeth Consumer Healthcare and Pfizer Consumer Healthcare. Mr. Redmond holds a BA from the University of Maryland and a Master of Administrative Sciences from Johns Hopkins University, which in 2012 honored him with a Distinguished Alumnus Award.

“We are excited and looking forward to adding Cavan’s experience and energy to our Board,” said Adi Mohanty, Co-Chief Executive Officer of BioTime. “Cavan’s experience and skills will be invaluable to BioTime as we accelerate our transformation. This is an important period for BioTime as we prepare to submit Renevia for CE mark and begin enrollment of OpRegen cohort 4 later this quarter with important data readouts throughout this year.”

About BioTime, Inc.

BioTime is a late stage clinical biotechnology company focused on developing and commercializing products addressing degenerative diseases. Its clinical programs are based on two platform technologies: cell replacement and cell/drug delivery. With its cell replacement platform, BioTime is creating new cells and tissues with its proprietary pluripotent cell technologies. These cells and tissues are developed to replace those that are either rendered dysfunctional or lost due to degenerative diseases. BioTime’s cell/drug delivery programs are based upon its proprietary HyStem ® cell and drug delivery matrix technology. HyStem ® was designed to provide for the transfer, retention, engraftment and metabolic support of cellular replacement therapy. BioTime’s lead cell delivery clinical program, Renevia ® , which consists of our proprietary HyStem ® cell-transplantation delivery matrix combined with the patient's own adipose progenitor cells (Fat), met its primary endpoint in an EU pivotal clinical trial for the treatment of facial lipoatrophy in HIV patients in 2017. Submission for approval of Renevia ® in the EU is expected to be early 2018, with possible approval in 2018. There were no device related serious adverse events reported to date. Our lead cell replacement clinical program, OpRegen ® , which is a retinal pigment epithelium transplant therapy, is in a Phase I/IIa multicenter trial for the treatment of dry age-related macular degeneration, the leading cause of blindness in developing countries. There were no related serious adverse events reported to date. BioTime also has significant equity holdings in two publicly traded companies, Asterias Biotherapeutics, Inc. (NYSE American: AST) and OncoCyte Corporation (NYSE American: OCX), and a private company, AgeX Therapeutics, Inc.

BioTime common stock is traded on the NYSE American and TASE under the symbol BTX. For more information, please visit www.biotime.com or connect with the company on Twitter, LinkedIn, Facebook, YouTube, and Google+.

To receive ongoing BioTime corporate communications, please click on the following link to join the Company’s email alert list: http://news.biotime.com .

CONTACT:
Investor Contact:
BioTime
David Nakasone, 510-871-4188
[e-mail]
or
Media Contact:
JQA Partners, Inc.
Jules Abraham, 917-885-7378
[e-mail]

GLTA - HCIT