Market Overview

BioTime Closes $43.2 Million AgeX Share Sale Transaction With Juvenescence

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  • Proceeds provide sufficient capital to fund BioTime through major
    milestones for current programs, including Renevia
    ®
    and OpRegen
    ® key data and decisions
  • BioTime and its shareholders participate in potential Juvenescence
    upside after conversion of note upon Juvenescence IPO
  • BioTime and its shareholders continue to participate in potential
    AgeX upside from retained share ownership and continuation of rights
    to future milestones and royalty payments from AgeX future
    accomplishments
  • BioTime reports a pro forma $77.5 million gain and $73 million
    increase in assets with the closing of this transaction and
    deconsolidation of AgeX
  • AgeX increases its access to capital and world-class talent with
    Juvenescence

BioTime, Inc. (NYSE:BTX), a clinical-stage biotechnology
company focused on degenerative diseases, today announced that it has
closed the previously announced transaction with Juvenescence Limited, a
global leader in developing therapeutics focused on improving and
extending human lifespans.

BioTime sold 14.4 million shares of AgeX to Juvenescence for $43.2
million. The cash consideration of $21.6 million, or 50% of the purchase
price, will be paid in two installments. The first installment of $10.8
million was received by BioTime at the close of the transaction. The
second installment will be paid on November 5, 2018. The remaining 50%
of the $43.2 million consideration, or $21.6 million, has been paid by
Juvenescence in the form of a 2-year convertible promissory note with an
annual interest rate of 7%, payable at maturity, if not converted into
Juvenescence common stock sooner.

"Critical to the success of any biotech company are programs, people and
capital," said Dr. Michael West, CEO of AgeX and Co-CEO of BioTime.
"AgeX, aided by this alliance, is now an organization that is strong in
all three of these areas, while providing both short and long-term
benefits to BioTime."

"We formed AgeX with technologies and programs that were within BioTime,
but whose value we believe was not appreciated by the market. With the
completion of this transaction we have been able to realize near-term
benefit and retain potential longer-term value for our shareholders,"
said Adi Mohanty, Co-CEO of BioTime. "BioTime formed AgeX with
agreements that allow both companies opportunities to further benefit
from each other's successes, skills and strengths. The agreements were
designed to maximize the potential of AgeX programs while providing for
potential future milestone payments and royalties to BioTime. BioTime
and AgeX will be working toward the success of both companies for many
years to come."

In consideration for the sale of 14.4 million shares of AgeX, BioTime
potentially benefits from this transaction in multiple ways:

  • BioTime receives $21.6 million in
    non-dilutive cash
    to support the development of its core
    clinical programs. This additional amount adds an additional 10 months
    of BioTime's current monthly cash burn average of approximately $2 to
    $2.2 million.
  • BioTime obtains either another $21.6 million
    in cash in the future or a potentially higher value through a share of
    Juvenescence's value in its potential initial public offering
    ,
    which Juvenescence has previously indicated it plans to undertake in
    2019. BioTime received from Juvenescence a two-year convertible
    promissory note for $21.6 million that accrues interest at 7% per
    year. If the note is converted into Juvenescence stock, BioTime has
    the potential to benefit from any increase in value above the IPO
    price. Any subsequent liquidity from a sale of the Juvenescence shares
    represent additional non-dilutive funding from the transaction. At
    BioTime's current monthly cash burn it could provide another 10
    months, or more, of funding.
  • BioTime will continue to benefit from any
    potential increase in AgeX value between the time AgeX stock is
    publicly traded and the Juvenescence IPO
    . If AgeX trades
    above $3 per share, the transaction provides for an increase in the
    number of shares of Juvenescence stock to be received by BioTime at a
    Juvenescence IPO. For example, if AgeX is trading at $6 per share at
    the time of Juvenescence's IPO, BioTime would receive twice the number
    of shares of Juvenescence at conversion. BioTime has previously
    indicated that it intends for AgeX to be publicly traded by the end of
    September 2018, though the timing will depend on the SEC review,
    listing on a national exchange and other factors.
  • BioTime retains a potential to further
    benefit from the future success of AgeX programs
    . The
    existing milestones and royalties in the licensing arrangement from
    BioTime to AgeX remain and were not changed as part of the
    Juvenescence transaction. In addition, even after BioTime's planned
    upcoming distribution of some of its AgeX shares to BioTime
    shareholders, BioTime will continue to own a meaningful stake in AgeX.

In addition, AgeX will benefit from its alliance with Juvenescence by
partnering with a world class organization that has a proven and
seasoned team of experts in drug development, strategy,
commercialization and finance. Juvenescence founders and key management,
including James Mellon (Chairman) and Dr. Gregory Bailey (CEO), have
helped to build several other companies that have delivered significant
shareholder value, including Medivation, Inc., which was sold to Pfizer
for $13.6 billion, where Dr. Bailey provided financing to Medivation and
served on its board of directors.

By combining BioTime's existing cash and other assets with the total
$43.2 million nominal value of the Juvenescence transaction, if realized
in cash, BioTime has sufficient capital, at management's currently
planned level of expenditures and receipts based on a monthly cash burn
average of approximately $2 to $2.2 million, to achieve its upcoming
major Renevia® and OpRegen® milestones, which are
expected to be completed by 2020.

At the close of the Juvenescence transaction, BioTime filed with the SEC
a Form 8-K on August 31, 2018, providing information regarding the
transaction and its effects on BioTime's consolidated financial
statements. Investors are encouraged to review the 8-K. BioTime reported
a gain of $77.5 million and an increase in assets of $73 million on a
pro forma basis using its second quarter 2018 reported unaudited
financial statements. The gain was due to the transaction and
deconsolidation of AgeX's financial statements from BioTime's. The
deconsolidation was triggered because BioTime's ownership in AgeX was
reduced to under 50%.

The pro forma financial information is based on BioTime's historical
unaudited consolidated financial statements and the AgeX historical
unaudited consolidated financial statements. It is intended to provide
shareholders and other interested parties with information about how the
Juvenescence transaction and deconsolidation of AgeX might have affected
the BioTime historical unaudited consolidated financial statements if
the Juvenescence transaction closed and deconsolidated AgeX as of June
30, 2018. The pro forma financial information is based on available
information and assumptions that BioTime believes are reasonable. The
pro forma financial information is for illustrative and informational
purposes only and is not intended to represent or be indicative of what
the financial condition or results of operations would have been had the
transactions described above occurred on the date indicated. The pro
forma financial information also should not be considered representative
of the future financial condition or results of operations. BioTime is
not able to estimate the actual gain or the actual income tax impact on
this gain, until it determines the actual balances, which will be
completed during the third quarter ending September 30, 2018. The actual
gain, including related income taxes, if any, may differ materially from
the pro forma estimated, net of tax, gain shown herein. BioTime has
filed on August 31, 2018 its unaudited pro forma condensed combined
financial statements as an exhibit to the Current Report on Form 8-K
showing pro forma effects of the closing of the Juvenescence transaction
and the deconsolidation of AgeX.

The impact of the Juvenescence transaction and the deconsolidation of
AgeX will be reported in BioTime's unaudited quarterly report on Form
10-Q for the quarter ending September 30, 2018 to be filed with the SEC.

BioTime remains committed to unlocking further value for its
shareholders and continues to move forward with its planned distribution
of AgeX shares to BioTime shareholders as previously communicated.
BioTime shareholders will receive one share of AgeX common stock for
every 10 shares of BioTime common stock held. More information about the
distribution will be communicated in the coming days. This press release
does not constitute an offer to sell or a solicitation of an offer to
buy securities, and shall not constitute an offer, solicitation or sale
in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of that jurisdiction.

About BioTime, Inc.

BioTime is a clinical-stage biotechnology company focused on
degenerative diseases. Its clinical programs are based on two platform
technologies: cell replacement and cell/drug delivery. With its cell
replacement platform, BioTime is producing 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 or injuries. BioTime's cell/drug
delivery programs are based upon its proprietary HyStem® cell
and drug delivery hydrogel matrix technology. HyStem® was
designed, in part, to provide for the transfer, retention and/or
engraftment of cellular replacement therapies. HyStem® is a
unique hydrogel that has been shown to support cellular attachment and
proliferation in vivo. Current research at leading medical institutions
has shown that HyStem® is compatible with a wide variety of
cells and tissue types including brain, bone, skin, cartilage, vascular
and heart tissues. Due to the unique cross-linking chemistry, HyStem® hydrogels
have the ability to mix cells, biologics and small molecule drugs and
can be injected or applied as a gel which allows the hydrogel to conform
to a cavity or space. This property of HyStem® hydrogels
offers several distinct advantages over other hydrogels, including the
possibility of combining bioactive materials with the hydrogel at the
point of use. BioTime is also developing HyStem® for
the delivery of therapeutic drugs and cells to localized areas of the
body, including for sustained drug release in the targeted anatomical
sites. BioTime's lead cell delivery clinical program is Renevia®,
which consists of HyStem® combined with the patient's
own adipose (fat) derived tissue or cells. Renevia® met its
primary endpoint in an EU pivotal clinical trial for the treatment of
facial lipoatrophy in HIV patients in 2017. BioTime has submitted Renevia® for
CE Mark approval in the EU. There were no device related serious adverse
events reported to date. BioTime's lead cell replacement product
candidate is OpRegen®, a retinal pigment epithelium
transplant therapy, which is in a Phase I/IIa multicenter clinical trial
for the treatment of dry age-related macular degeneration, the leading
cause of blindness in the developed world. There have been no unexpected
serious adverse events reported to date. BioTime also has significant
equity holdings in two publicly traded companies, Asterias
Biotherapeutics, Inc. (NYSE:AST)
and OncoCyte Corporation (NYSE: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 TwitterLinkedInFacebookYouTube,
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.

About AgeX Therapeutics

AgeX Therapeutics, Inc., an affiliate of BioTime, Inc. (NYSE American: BTX), is a biotechnology company focused on the development of novel
therapeutics for age-related degenerative disease. The company's mission
is to apply the proprietary technology platform related to
telomerase-mediated cell immortality and regenerative biology to address
a broad range of diseases of aging. The current preclinical development
efforts include two cell-based therapies derived from
telomerase-positive pluripotent stem cells and two product candidates
derived from the company's proprietary induced Tissue Regeneration
(iTR™) technology. AGEX-BAT1 and AGEX-VASC1 are cell-based approaches in
the preclinical stage of development comprised of young regenerative
cells modified using the Company's UniverCyte technology
facilitating immune tolerance, formulated in HyStem® matrix, designed to
correct metabolic imbalances in aging and to restore vascular support in
ischemic tissues respectively. AGEX-iTR1547 is a drug-based formulation
in preclinical development intended to restore regenerative potential in
a wide array of aged tissues afflicted with degenerative disease using
the company's proprietary iTR technology. Renelon™ is a first-generation
iTR product designed to promote scarless tissue repair which the Company
plans to initially develop as a topically-administered device for
commercial development through a 510(k) application. In addition to the
product candidates in early development, the company, through its
LifeMap subsidiary, currently markets genomic interpretation algorithms.
In addition, the company, through its ESI BIO division, markets Cytiva®,
comprised of PSC-derived heart muscle cells used in screening drugs for
efficacy and safety.

For more information, please visit www.agexinc.com or
connect with the company on TwitterFacebook and YouTube.

About Juvenescence, Limited

Juvenescence is developing multiple therapeutics focused on improving
and extending human lifespans. The Juvenescence team comprises proven
and seasoned experts in drug development, strategy, structure,
commercialization and finance. From its outset, Juvenescence has staked
out a major footprint in AI, and specifically in machine and deep
learning through its part ownership of Insilico
Medicine
 and through its ownership in NetraPharma and Juvenescence
AI
. Access to these two AI engines from its joint ventures are
expected to assist its efforts in drug discovery, as well as in
optimizing human trials of the therapeutics it develops. Juvenescence's
pipeline consists of pre-clinical candidates that have been joint
ventured with leading research institutions and associated scientist
inventors.

Forward-Looking Statements

Certain statements contained in this release are "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Any statements that are not historical fact
including, but not limited to statements that contain words such as
"will," "believes," "plans," "anticipates," "expects," "estimates"
should also be considered forward-looking statements. Investors are
cautioned that statements in this press release regarding: (a) any value
to BioTime shareholders of the remaining AgeX common stock or the
promissory note from Juvenescence and the potential for liquidity of
those assets; (b) BioTime's plans or expectations for distribution of
AgeX common stock to BioTime shareholders; (c) potential listing and
value appreciation of AgeX common stock on the NYSE American; (d)
whether the relationship with AgeX and Juvenescence can lead to increase
value for shareholders; (e) BioTime's cash sufficiency forecast,
including its projected cash burn and proceeds from the Juvenescence
transaction; (f) potential milestone and royalty payments; (g) whether
the Juvenescence transaction will generate the expected liquidity and
flexibility for BioTime to support its operations and plans through the
clinical and other results projected and whether those events will occur
as currently anticipated. Forward-looking statements involve risks and
uncertainties. These risks and uncertainties, include, without
limitation: (i) the possibility that BioTime shareholders may realize
little or no value from the AgeX common stock or from the Juvenescence
transaction; (ii) the potential inability of BioTime to complete the
distribution in a timely manner or at all, including as a result of the
failure of BioTime and/or AgeX to obtain or maintain required federal
and state registrations and qualifications necessary to enable the
distribution, and related transactions; (iii) the possibility of
litigation that could arise as a result of or in connection with the
Juvenescence transaction, distribution or related transactions; (iv)
that there is no existing public market for AgeX or Juvenescence common
stock, nor may a public market for such securities ever develop; and (v)
that BioTime may require additional financing to fund its programs.
Actual results may differ materially from the results anticipated in
these forward-looking statements and as such should be evaluated
together with the many uncertainties that affect the business
of BioTime, Inc. and its subsidiaries, particularly those mentioned in
the cautionary statements found in more detail in the "Risk Factors"
section of BioTime's Annual Reports on Form 10-K and Quarterly Reports
on Form 10-Q filed with the SEC (copies of which may be obtained at www.sec.gov).
Subsequent events and developments may cause these forward-looking
statements to change. BioTime specifically disclaims any obligation or
intention to update or revise these forward-looking statements as a
result of changed events or circumstances that occur after the date of
this release, except as required by applicable law.

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