BioTime To Receive $21.6 Million In Cash And $21.6 Million In A Convertible/Redeemable Note For 14.4 Million Shares Of AgeX Therapeutics. Creates Alignment Between AgeX Therapeutics And Juvenescence Limited To Potentially Become Leader In The Field Of Aging08/02/2018
ALAMEDA, Calif.–(BUSINESS WIRE)– BioTime, Inc. (NYSE American: BTX), a clinical-stage biotechnology company focused on degenerative diseases, today announced a new strategic alignment between AgeX Therapeutics and Juvenescence Limited, a global leader in developing therapeutics focused on improving and extending human lifespans.
Under the terms of the agreement, Juvenescence will purchase, in a single transaction, 14.4 million shares of AgeX Therapeutics from BioTime for $43.2 million. 50% of the purchase price will be paid to BioTime in cash and the remaining 50% will be a 2-year convertible/redeemable note with an annual interest rate of 7%, payable at maturity.
“This transformative agreement is an important step in BioTime’s strategy of simplification and unlocking value for BioTime shareholders,” said Adi Mohanty, Co-Chief Executive Officer of BioTime. “It also provides BioTime with significant non-dilutive funding while allowing our shareholders to benefit from the potential future success of AgeX and Juvenescence. We are thrilled to partner with Juvenescence, which is a world class organization with a proven and seasoned team of experts in drug development, strategy, commercialization and finance.”
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 and AgeX have been trail blazers in regenerative medicine. The assets they have created with their lead scientist and the CEO of AgeX Mike West are remarkable, both for the unique qualities of their programs, but also for the breadth of cell lines and IP,” said Greg Bailey the CEO of Juvenescence. “Furthermore, we feel it is a great fit with the Juvenescence team of drug developers and scientists. First and foremost, we look forward to developing and bringing products to the patients as novel treatments to potentially offset some of the maladies of getting old.”
Juvenescence management, through their previous roles in pharmaceutical companies with marketed products, have taken multiple products to commercialization with annual peak sales aggregating well over $70 billion. Juvenescence has, in its short existence, already sourced and created a pipeline of exciting therapeutic candidates, all of which have the potential to positively modify aging.
We plan to discuss the new relationship with Juvenescence enabled by this sale, the distribution of AgeX and our second quarter results later today during our scheduled quarterly earnings call. As a reminder, BioTime will host a conference call and webcast today, August 2, 2018, at 4:30 p.m. Eastern Time/1:30 p.m. Pacific Time.
The conference call dial-in number in the U.S./Canada is 1-866-888-8633. For international participants outside the U.S./Canada, the dial-in number is 1-636-812-6629. For all callers, please refer to Conference ID number 1389978. The live webcast can be accessed on the “Events & Presentations” page of the “Investors & Media” section on the company’s website.
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. 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 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+.
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About AgeX Therapeutics
AgeX Therapeutics, Inc., a subsidiary 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 products under development 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 therapies in the preclinical stage of development comprised of young regenerative cells formulated in the company’s proprietary 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.
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 our joint ventures will assist our efforts in drug discovery, as well as in optimizing human trials of the therapeutics we develop. Our company’s pipeline consists of pre-clinical candidates that have been joint ventured with leading research institutions and associated scientist inventors. In addition, we are partners with established companies such as Age X, where our role is to provide finance, development expertise and to help guide products with management towards commercialization.
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 AgeX common stock; (b) BioTime’s plans or expectations for the distribution; (c) potential listing of AgeX common stock on NYSE American, constitute forward-looking statements; and (d) whether the relationship with AgeX and Juvenescence can successfully identify and develop products that may receive regulatory approval. 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; (ii) the potential inability of BioTime to complete 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 distribution and related transactions; and (iv) that there is no existing public market for AgeX common stock, nor may a public market for such securities ever develop. 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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