|
BioTime,
Inc.
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|
(Name
of Issuer)
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|
Common
Stock
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(Title
of Class of Securities)
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|
09066L105
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(CUSIP
Number)
|
|
Neal
C. Bradsher
724
Fifth Avenue, 9th Floor
New
York, New York 10019
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|
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications)
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March
31, 2008
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(Date
of Event Which Requires Filing of this
Statement)
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|
If
the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.240.13D-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
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Note: Schedules
filed in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
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* The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
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The
information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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CUSIP
No.
|
09066L105
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|||||
|
1.
|
NAME
OF REPORTING PERSONS
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|||||
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||||
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Broadwood
Partners, L.P.
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||||||
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|||||
|
(a)
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[_]
|
|||||
|
(b)
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[X]
|
|||||
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3.
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SEC
USE ONLY
|
|||||
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4.
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SOURCE
OF FUNDS
|
|||||
|
WC,
AF
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||||||
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5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
|
||||
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||||
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Delaware
|
||||||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||||||
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7.
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SOLE
VOTING POWER
|
|||||
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0
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||||||
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8.
|
SHARED
VOTING POWER
|
||
|
3,138,198
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|||
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9.
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SOLE
DISPOSITIVE POWER
|
||
|
0
|
|||
|
10.
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SHARED
DISPOSITIVE POWER
|
[_]
|
|
|
3,138,198
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|||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
||
|
PERSON
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|||
|
3,138,198
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|||
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12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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||
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CERTAIN
SHARES
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|||
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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||
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12.6%
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|||
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14.
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TYPE
OF REPORTING PERSON
|
||
|
PN
|
|||
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CUSIP
No.
|
09066L105
|
|||||
|
1.
|
NAME
OF REPORTING PERSONS
|
|||||
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||||
|
Broadwood
Capital, Inc.
|
||||||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|||||
|
(a)
|
[_]
|
|||||
|
(b)
|
[X]
|
|||||
|
3.
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SEC
USE ONLY
|
|||||
|
4.
|
SOURCE
OF FUNDS
|
|||||
|
WC,
AF
|
||||||
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
||||
|
6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||||
|
New
York
|
||||||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||||||
|
7.
|
SOLE
VOTING POWER
|
|||||
|
0
|
||||||
|
8.
|
SHARED
VOTING POWER
|
||
|
3,138,198
|
|||
|
9.
|
SOLE
DISPOSITIVE POWER
|
||
|
10.
|
SHARED
DISPOSITIVE POWER
|
[_]
|
|
|
3,138,198
|
|||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
||
|
PERSON
|
|||
|
3,138,198
|
|||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
||
|
CERTAIN
SHARES
|
|||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
12.6%
|
|||
|
14.
|
TYPE
OF REPORTING PERSON
|
||
|
CO
|
|||
|
CUSIP
No.
|
09066L105
|
|||||
|
1.
|
NAME
OF REPORTING PERSONS
|
|||||
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||||
|
Neal
C. Bradsher
|
||||||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|||||
|
(a)
|
[_]
|
|||||
|
(b)
|
[X]
|
|||||
|
3.
|
SEC
USE ONLY
|
|||||
|
4.
|
SOURCE
OF FUNDS
|
|||||
|
WC,
AF, OO
|
||||||
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
||||
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||||
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United
States of America
|
||||||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||||||
|
7.
|
SOLE
VOTING POWER
|
|||||
|
42,908
|
||||||
|
8.
|
SHARED
VOTING POWER
|
||
|
3,138,198
|
|||
|
9.
|
SOLE
DISPOSITIVE POWER
|
||
|
42,908
|
|||
|
10.
|
SHARED
DISPOSITIVE POWER
|
[_]
|
|
|
3,138,198
|
|||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
||
|
PERSON
|
|||
|
3,181,106
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|||
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12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
||
|
CERTAIN
SHARES
|
|||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
12.8%
|
|||
|
14.
|
TYPE
OF REPORTING PERSON
|
||
|
IN
|
|||
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CUSIP
No.
|
09066L105
|
||
|
Item
1.
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Security
and Issuer.
|
||
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BioTime,
Inc., (the “Issuer”) Common Shares, no par value (the
“Shares”)
BioTime,
Inc.
6121
Hollis Street
Emeryville,
California 94608
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|||
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Item
2.
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Identity
and Background.
|
||
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(a)
|
This
amendment to Schedule 13D is being filed by Broadwood Partners, L.P.
(“Broadwood Partners”), Broadwood Capital, Inc. (“Broadwood Capital”), the
general partner of Broadwood Partners and Neal C. Bradsher, the President
of Broadwood Capital (each of Broadwood Partners, Broadwood Capital and
Neal C. Bradsher may be referred to herein as a “Reporting Person” and
collectively may be referred to as “Reporting Persons”).
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||
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(b)
|
Broadwood
Partners is a Delaware limited partnership with its principal business
address at 724 Fifth Avenue, 9th Floor, New York, New York
10019. Broadwood Capital is a New York corporation with its
principal business address at 724 Fifth Avenue, 9th Floor, New York, New
York 10019. Neal C. Bradsher is a United States citizen whose
principal business address is c/o Broadwood Capital, Inc., 724 Fifth
Avenue, 9th Floor, New York, New York 10019.
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||
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(c)
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The
Shares reported herein are held in the name of the Broadwood Partners and
Neal C. Bradsher.
|
||
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(d)
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None
of the Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last
five years.
|
||
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(e)
|
None
of the Reporting Persons has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction during the last
five years, and no Reporting Person is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
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||
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Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
||
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As
of the date hereof Broadwood Partners may be deemed to beneficially own
3,138,198 Shares.
As
of the date hereof Broadwood Capital may be deemed to beneficially own
3,138,198 Shares.
As
of the date hereof Neal C. Bradsher may be deemed to beneficially own
3,181,106 Shares.
No
borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of
business.
|
|||
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Item
4.
|
Purpose
of Transaction.
|
||
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The
Reporting Persons have acquired their Shares of the Issuer for
investment. The Reporting Persons have no plans or proposals as
of the date of this filing which, other than as expressly set forth below,
would relate to or would result in: (a) any extraordinary corporate
transaction involving the Issuer; (b) any change in the present Board of
Directors or management of the Issuer; (c) any material change in the
present capitalization or dividend policy of the Issuer; (d) any material
change in the operating policies or corporate structure of the Issuer; (e)
any change in the Issuer's charter or by-laws; (f) the Shares of the
Issuer ceasing to be authorized to be quoted in the NASDAQ inter-dealer
quotation system; or (g) causing the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934.
|
|||
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The
Reporting Persons, however, reserve the right, at a later date, to effect
one or more of such changes or transactions in the number of share they
may be deemed to beneficially own.
|
|||
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The
Reporting Persons have been and may continue to be in contact with members
of the Issuer's management, the Issuer's Board of Directors, other
significant shareholders and others regarding alternatives that the Issuer
could employ to maximize shareholder value.
|
|||
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The
Reporting Persons further reserve the right to act in concert with any
other shareholders of the Issuer, or other persons, for a common purpose
should it determine to do so, and/or to recommend courses of action to
management and the shareholders of the Issuer.
|
|||
|
Item
5.
|
Interest
in Securities of the Issuer.
|
|
|
(a,
b)
|
As
of the date hereof, Broadwood Partners may be deemed to be the beneficial
owner of 3,138,198 Shares, constituting 12.6% of the Shares of the Issuer,
based upon the 24,801,767* Shares deemed outstanding.
|
||
|
Broadwood
Partners has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 3,138,198 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 3,138,198
Shares.
Broadwood
Partners specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest
therein.
|
|||
|
(a,
b)
|
As
of the date hereof, Broadwood Capital may be deemed to be the beneficial
owner of 3,138,198 Shares, constituting 12.6% of the Shares of the Issuer,
based upon the 24,801,767* Shares deemed outstanding.
Broadwood
Capital has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 3,138,198 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 3,138,198
Shares.
Broadwood
Capital specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of its pecuniary interest
therein.
|
||
|
(a,
b)
|
As
of the date hereof, Neal C. Bradsher may be deemed to be the beneficial
owner of 3,181,106 Shares, constituting 12.8% of the Shares of the Issuer,
based upon the 24,801,767* Shares deemed outstanding.
Neal
C. Bradsher has the sole power to vote or direct the vote of 42,908
Shares; has the shared power to vote or direct the vote of 3,138,198
Shares; has sole power to dispose or direct the disposition of 42,908
Shares; and has shared power to dispose or direct the disposition of
3,138,198 Shares.
Neal
C. Bradsher specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of his pecuniary interest
therein.
|
||
|
(c)
|
The
trading dates, number of Shares purchased and sold and price per share for
all transactions in the Shares during the past 60 days by the Reporting
Persons are set forth in Exhibit B.
|
|
(*)
|
The
number of outstanding shares is based on the 23,044,374 shares the Issuer
reported outstanding as of March 4, 2008, adjusted for shares subsequently
issued by the Issuer and warrants held by the Reporting
Persons.
|
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect
|
|
|
to
Securities of the Issuer.
|
||
|
On
March 31, 2008 the Issuer entered into an agreement with Broadwood
Partners, L.P. and certain other shareholders (the “Agreement”) that
increased the amount of the Issuer’s line of credit to $2,500,000 and
extended the maturity date of the line of credit under the Second Amended
and Restated Credit Agreement dated February 15, 2008. The new maturity
date of the Agreement is November 15, 2008. The line of credit may mature
prior to November 15, 2008 if the Issuer receives an aggregate of
$4,000,000 through (A) the sale of capital stock, (B) the collection of
licensing fees, signing fees, milestone fees, or similar fees in excess of
$2,500,000 under any present or future agreement pursuant to which the
Issuer grants one or more licenses to use it’s patents or technology, and
(C) funds borrowed from other lenders. Loans under the line of credit bear
interest at 12% per annum. The Issuer is using the line of credit for
working capital purposes. The line of credit is collateralized by a
security interest in the Issuer’s right to receive royalty and other
payments under the Issuer’s License Agreement with Hospira,
Inc.
|
||
|
In
consideration for increasing the line of credit available and extending
the maturity date, the Issuer will issue to the investors up to a total of
500,000 Shares. Under the terms of the Agreement, Broadwood
Partners has agreed to lend the Issuer up to $550,000, and received
110,000 Shares. Pursuant to the Agreement, Broadwood Partners
is entitled to certain registration rights with respect to the Shares
issued under the terms of the Agreement.
|
||
|
Item
7.
|
Material
to be Filed as Exhibits.
|
|
|
Exhibit
A: Joint Filing Agreement.
|
||
|
Exhibit
B: Transactions in the Shares by the Reporting Persons.
|
||
|
BROADWOOD
PARTNERS, L.P.
|
||
|
By:
|
Broadwood
Capital, Inc.
|
|
|
By:
|
/s/
Neal C. Bradsher
|
|
|
Name:
|
Neal
C. Bradsher
|
|
|
Title:
|
President
|
|
|
BROADWOOD
CAPITAL, INC.*
|
||
|
By:
|
/s/
Neal C. Bradsher
|
|
|
Name:
|
Neal
C. Bradsher
|
|
|
Title:
|
President
|
|
|
/s/
Neal C. Bradsher *
|
||
|
NEAL
C. BRADSHER *
|
||
|
April
21, 2008
|
||
|
BROADWOOD
PARTNERS, L.P.
|
||
|
By:
|
Broadwood
Capital, Inc.
|
|
|
By:
|
/s/
Neal C. Bradsher
|
|
|
Name:
|
Neal
C. Bradsher
|
|
|
Title:
|
President
|
|
|
BROADWOOD
CAPITAL, INC.
|
||
|
By:
|
/s/
Neal C. Bradsher
|
|
|
Name:
|
Neal
C. Bradsher
|
|
|
Title:
|
President
|
|
|
/s/
Neal C. Bradsher
|
||
|
NEAL
C. BRADSHER
|
||
|
Date
of
Transaction
|
Number
of Shares
Purchase/(Sold)
|
Price
of Shares
|
|
3/31/2008
|
110,000
|
(*)
|
|
Date
of
Transaction
|
Number
of Shares
Purchase/(Sold)
|
Price
of Shares
|
|
None
|
||