Edgar Filing: BIOTIME INC

As filed with the Securities and Exchange Commission on January 29, 2002

Registration No. 333-75300
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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BIOTIME, INC.
(Exact name of Registrant as specified in charter)
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California 94-3127919
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

Paul E. Segall,
Chief Executive Officer
935 Pardee Street BioTime, Inc.
Berkeley, California 94710 935 Pardee Street
(510) 845-9535 Berkeley, California 94710
(Address, including zip code, (510) 845-9535
and telephone number, including area code, (Name, address, including zip
of Registrant's principal executive offices) code, and telephone number,
including area code, of agent
for service)

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Copies of all communications, including all communications sent to the agent for
service, should be sent to:

RICHARD S. SOROKO, ESQ.
Lippenberger, Thompson, Welch, Soroko & Gilbert LLP
201 Tamal Vista Blvd.
Corte Madera, California 94925
Tel. (415) 927-5200
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

CALCULATION OF REGISTRATION FEE

Proposed
Amount Proposed Maximum Amount of
to be Maximum Aggregate Registration
Title of Each Class of Securities to be Registered Registered Offering Offering Fee(2)
Price Per Unit(1) Price(1)

Warrants to Purchase Common Shares 721,021 -- -- --
Common Shares, no par value(3) 77,818 $13.75 $1,069,997.50 $98.44
Common Shares, no par value(3) 77,818 $15.74 $1,224,855.32 $112.69
Common Shares, no par value(3) 50,000 $8.31 $415,500 $38.22
Common Shares, no par value(3) 515,385 $6.50 $3,350,002.50 $308.20
Common Shares, no par value 370,000 $4.39 $1,624,300 $149.44
Total Registration
Fee (4)...................................................................................................................$706.99

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(1) Estimated solely for the purpose of calculating the registration fee for this Registration Statement.
(2) Determined pursuant to Rule 457(c) and (g), including the exercise prices of the various Warrants.
(3) Issuable upon the exercise of the Warrants
(4) Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its Effective Date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

This Registration Statement relates to the registration statement under
Commission file number 333-44092.

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PROSPECTUS

BIOTIME, INC.

1,635,751 COMMON SHARES
721,021 WARRANTS TO PURCHASE COMMON SHARES

All of the shares and warrants offered by this prospectus are being offered
for sale by shareholders or warrant holders of BioTime, Inc. who may sell their
shares and warrants from time to time at prevailing market prices or in
privately negotiated transactions. Warrant holders may acquire shares by
exercising their warrants and may then sell those shares. The selling
shareholders and warrant holders will bear all broker-dealer fees, commissions,
and discounts payable in connection with the sale of their shares and warrants.

All of the net proceeds from the sale of shares and warrants will be
received by the selling shareholders and warrant holders, and none of the net
proceeds will be paid to BioTime. However, BioTime will receive the exercise
price of the warrants when the warrants are exercised.

The common shares are listed for trading on the American Stock Exchange
(the "AMEX") under the symbol BTX. The closing price of the common shares on the
AMEX on January 28 , 2002 was $4.50. There is presently no public market for the
warrants, and there is no assurance that a market will develop.

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These securities involve a high degree of risk and should be
purchased only by persons who can afford the loss of their
entire investment. See "Risk Factors" on page 5.

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Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the accuracy or adequacy of
this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is January 31, 2002

[This Page Intentionally Left Blank]

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PROSPECTUS SUMMARY

The following summary explains only some of the information in this
prospectus. More detailed information and financial statements appear elsewhere
in this prospectus or in the documents incorporated by reference into this
prospectus. Statements contained in this prospectus that are not historical
facts may constitute forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially from those
discussed. Words such as "expects," "may," "will," "anticipates,""intends,"
"plans," "believes," "seeks," "estimates," and similar expressions identify
forward-looking statements. See "Risk Factors."

The Company

BioTime, Inc. is a development stage company engaged in the research and
development of synthetic solutions that can be used as blood plasma volume
expanders, blood replacement solutions during hypothermic (low temperature)
surgery, and organ preservation solutions. Plasma volume expanders are used to
treat blood loss in surgical or trauma patients until blood loss becomes so
severe that a transfusion of packed red blood cells or other blood products is
required. We are also developing a specially formulated hypothermic blood
substitute solution that would have a similar function and would be used for the
replacement of very large volumes of a patient's blood during cardiac surgery,
neurosurgery and other surgeries that involve lowering the patient's body
temperature to hypothermic levels.

Our first product, Hextend(R), is a physiologically balanced blood plasma
volume expander, for the treatment of hypovolemia. Hypovolemia is a condition
often associated with blood loss during surgery or from injury. Hextend
maintains circulatory system fluid volume and oncotic pressure and keeps vital
organs perfused during surgery. Hextend, approved for use in major surgery, is
the only blood plasma volume expander that contains hetastarch, buffer, multiple
electrolytes and glucose. Hextend is designed to compete with and to replace
products such as albumin and other colloid solutions, as well as crystalloid
solutions, that have been used to maintain fluid volume and blood pressure
during surgery.

Hextend is being sold in the United States by Abbott Laboratories under an
exclusive license from us. Abbott also has the right to sell Hextend in Canada,
where an application for marketing approval is pending. Abbott also has a right
to obtain licenses to manufacture and sell other BioTime products in the United
States and Canada. We have retained all rights to manufacture, sell or license
Hextend and other products in all other countries.

Because Hextend is a surgical product, sales will be determined by
anesthesiologists, surgeons practicing a variety of specialties, and hospital
pharmacists. Abbott's marketing strategy is designed to reach this target
customer base through sales calls and an advertising campaign focused on the
physiological basis of using a plasma-like substance to replace lost blood
volume and the ability of Hextend to support vital physiological processes.

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As part of the marketing program, Abbott and BioTime have financed a number
of studies showing the advantages of receiving Hextend and other BioTime
products during surgery. The results of these studies will be presented at
medical conferences and articles will be written for publication in medical
journals. BioTime is also aware of independent studies using Hextend that are
being conducted by physicians and hospitals, who may publish their findings in
medical journals. The outcome of medical studies and timing of the publication
of the results could have an effect on Hextend sales.

We are also developing two other blood volume replacement products,
PentaLyte,(R) and HetaCool,(TM) that, like Hextend,(R) have been formulated to
maintain the patient's tissue and organ function by sustaining the patient's
fluid volume and physiological balance. Various colloid and crystalloid products
are being marketed by other companies for use in maintaining patient fluid
volume in surgery and trauma care, but the use of those solutions can contribute
to patient morbidity, including conditions such as hypovolemia, edema, impaired
blood clotting, acidosis, and other biochemical imbalances. Hextend, PentaLyte,
and HetaCool contain constituents that may prevent or reduce the physiological
imbalances that can cause those problems. Our products do not contain albumin.
Albumin produced from human plasma is also currently used as a plasma expander,
but it is expensive and subject to supply shortages, and an FDA warning has
cautioned physicians about the risk of administering albumin to seriously ill
patients.

BioTime was incorporated under the laws of the State of California on
November 30, 1990. BioTime's principal office is located at 935 Pardee Street,
Berkeley, California 94710. Its telephone number is (510) 845-9535.

Hextend(R) and PentaLyte(R) are registered trademarks, and HetaCool(TM) is
a trademark, of BioTime, Inc.

Exercise of Warrants and Sale of the Shares

The shares offered by this prospectus include both shares presently owned
by two selling shareholders and shares that may be issued to certain selling
shareholders and warrant holders upon the exercise of warrants. The registration
of the shares will permit the selling shareholders and warrant holders to sell
shares (including shares they acquire upon the exercise of their warrants) and
warrants from time to time. Shares may be sold on the AMEX at prevailing market
prices or at prices related to the prevailing market price or in privately
negotiated transactions. Warrants may be sold in over the counter or in
privately negotiated transactions. There is presently no public market for the
warrants. BioTime has agreed to apply to list the warrants on the AMEX at the
request of any warrant holder if the AMEX listing requirements are met. As of
the date of this prospectus, the AMEX listing requirements applicable to the
warrants have not be met. The AMEX rules presently provide that the AMEX will
not list warrants unless there are at least 200,000 warrants publicly held by
not less than 100 public warrant holders. The selling shareholders and warrant
holders will bear all broker-dealer commissions payable in connection with the
sale of their shares and warrants. See "Selling Shareholders" and "Plan of
Distribution" for more information about the selling shareholders' plan to
exercise their warrants and sell shares.

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RISK FACTORS

An investment in the shares involves a high degree of risk. You should
purchase the shares only if you can afford to lose your entire investment.
Before deciding to purchase any of the shares offered by this prospectus, you
should consider the following factors which could materially adversely affect
the proposed operations and prospects of BioTime and the value of an investment
in BioTime. There may be other factors that are not mentioned here or of which
we are not presently aware that could also affect BioTime's operations.

We May Not Succeed In Marketing Our Products Due to the Availability of
Competing Products

Our ability to generate operating revenue depends upon our success in
developing and marketing our products. There can be no assurance that any of our
products will be successfully marketed or that we will receive sufficient
revenues from product sales to meet our operating expenses or to earn a profit.
In this regard, sales of Hextend to date have not been sufficient to generate an
amount of royalties or licensing fees sufficient to cover our operating
expenses.

o Hextend and our other plasma expander products will compete with other
products, including albumin and other colloid solutions, and
crystalloid solutions. Some of these products, in particular
crystalloid solutions and generic hetastarch in saline solutions, are
commonly used in surgery and trauma care and sell at low prices.

o In order to compete with other products, particularly those that sell
at lower prices, BioTime products will have to provide medically
significant advantages.

o Physicians and hospitals may be reluctant to try a new product due to
the high degree of risk associated with the application of new
technologies and products in the field of human medicine.

o Competing products are being manufactured and marketed by established
pharmaceutical companies. For example, B. Braun/McGaw presently
markets Hespan, an artificial plasma volume expander, and Abbott and
Baxter International, Inc. manufacture and sell a generic equivalent
of Hespan.

o There also is a risk that our competitors may succeed in developing
safer or more effective products that could render our products and
technologies obsolete or noncompetitive.

We Will Spend a Substantial Amount of Our Capital on Research and Development
But We Might Not Succeed in Developing Products and Technologies That Are Useful
In Medicine.

o We are attempting to develop new medical products and technologies.

o Many of our experimental products and technologies have not been
applied in human medicine and have only been used in laboratory
studies on animals, and there can be no assurance that those products
will prove to be safe and efficacious in the human medical
applications for which they were developed.

o The experimentation we are doing is costly, time consuming and
uncertain as to its results.

o If we are successful in developing a new technology or product,
refinement of the new technology or product and definition of the
practical applications and limitations of the technology or product
may take years and require the expenditure of large sums of money.

If We Do Not Receive FDA and Other Regulatory Approvals We Will Not Be Permitted
To Sell Our Products

The products that we develop cannot be sold until the FDA and corresponding
foreign regulatory authorities approve the products for medical use. This means
that:

(1) We will have to conduct expensive and time consuming clinical
trials of new products;

(2) We will incur the expense and delay inherent in seeking FDA
approval of new products;

(3) A product that is approved may be subject to restrictions on use;

(4) The FDA can recall or withdraw approval of a product if problems
arise; and

(5) We will face similar regulatory issues in foreign countries.

We Might Not Be Able To Raise Additional Capital Needed To Pay Our Operating
Expenses

We plan to continue to incur substantial research, product development, and
regulatory expenses, and we will need to raise additional capital to pay
operating expenses until we are able to generate sufficient revenues from
product sales, royalties, and license fees. We have not received an amount of
royalties and licensing fees from the sale of Hextend sufficient to cover our
operating expenses. We expect that our cash on hand will be sufficient to
finance our operations for approximately the next twelve months, but we will
have to curtail the pace of our product development efforts unless our cash
resources increase through a growth in revenues or additional equity investment
or borrowing. Although we will continue to seek licensing fees from
pharmaceutical companies for licenses to manufacture and market our products
abroad, it is likely that additional sales of equity or debt securities will be
required to meet our short-term capital

needs. Sales of additional equity securities could result in the dilution of the
interests of present shareholders. There can be no assurance that we will be
able to raise additional funds on favorable terms or at all, or that any funds
raised will be sufficient to permit us to develop and market our products.
Unless we are able to generate sufficient revenue or raise additional funds when
needed, it is likely that we will be unable to continue our planned activities,
even if we are making progress with our research and development projects.

If We Are Unable To Enter Into Additional Licensing Or Manufacturing
Arrangements, We May Have to Incur Significant Expense To Acquire Manufacturing
Facilities And A Marketing Organization

We presently do not have adequate facilities or resources to manufacture
our products and the hydroxyethyl starches used in our products. We plan to
enter into arrangements with pharmaceutical companies for the production and
marketing of our products. We have granted Abbott an exclusive license to
manufacture and market Hextend in the United States and Canada. Although a
number of pharmaceutical companies have expressed their interest in obtaining
licenses to manufacture and market our products in other countries, there can be
no assurance that we will be successful making other licensing arrangements. If
licensing or manufacturing arrangements cannot be made on acceptable terms, we
will have to construct or acquire our own manufacturing facilities and to
establish our own marketing organization, which would entail significant
expenditures of time and money.

Our Patents May Not Protect Our Products From Competition

We have patents in Australia, Israel, Russia, South Africa, South Korea,
and the United States and have filed patent applications in other foreign
countries, for certain products, including Hextend, HetaCool, and PentaLyte. No
assurance can be given that any additional patents will be issued to us, or
that, if issued, those patents will provide us with meaningful patent
protection, or that others will not successfully challenge the validity or
enforceability of any patent issued to us. The costs required to uphold the
validity and prevent infringement of any patent issued to us could be
substantial, and we might not have the resources available to defend our patent
rights.

The Price and Sale of Our Products May Be Limited By Health Insurance Coverage
And Government Regulation

Success in selling our products may depend in part on the extent to which
health insurance companies, HMOs, and government health administration
authorities such as Medicare and Medicaid will pay for the cost of the products
and related treatment. Presently, most health insurance plans and HMOs will pay
for Hextend when it is used in a surgical procedure that is covered by the plan.
However, there can be no assurance that adequate health insurance, HMO, and
government coverage will be available to permit our other products to be sold at
prices high enough for us to generate a profit. In some foreign countries,
pricing or profitability of health care products is subject to government
control which may result in low prices for our products. In the United States,
there have been a number of federal and state proposals to implement similar
government controls, and new proposals are likely to be made in the future.

Our Business Could Be Adversely Affected If We Lose the Services Of The Key
Personnel Upon Whom We Depend

We depend to a considerable degree on the continued services of our
executive officers. The loss of the services of any of the executive officers
could have a material adverse effect on us. In addition, our success will
depend, among other factors, upon successful recruitment and retention of
additional highly skilled and experienced management and technical personnel.

Because We Do Not Pay Dividends, Our Stock May Not Be A Suitable Investment For
Anyone Who Need To Earn Dividend Income

We do not pay cash dividends on our common shares. For the foreseeable
future we anticipate that any earnings generated in our business will be used to
finance the growth of BioTime and will not be paid out as dividends to our
shareholders. This means that our stock may not be a suitable investment for
anyone who needs to earn income from their investments.

Because We Are a Drug Development Company, The Price Of Our Stock May Rise And
Fall Rapidly

The market price of BioTime shares, like that of the common stock of many
biotechnology companies, has been highly volatile. The price of BioTime shares
may rise rapidly in response to certain events, such as the commencement of
clinical trials of an experimental new drug, even though the outcome of those
trials and the likelihood of ultimate FDA approval remains uncertain. Similarly,
prices of BioTime shares may fall rapidly in response to certain events such as
unfavorable results of clinical trials or a delay or failure to obtain FDA
approval. The failure of our earnings to meet analysts' expectations could
result in a significant rapid decline in the market price of our common shares.
In addition, the stock market has experienced and continues to experience
extreme price and volume fluctuations which have affected the market price of
the equity securities of many biotechnology companies and which have often been
unrelated to the operating performance of these companies. Broad market
fluctuations, as well as general economic and political conditions, may
adversely affect the market price of the common shares.

THE COMPANY

We are developing synthetic solutions that can be used as blood plasma
volume expanders, blood replacement solutions during "hypothermic" or low
temperature surgery, and organ preservation solutions. Plasma volume expanders
are used to treat blood loss in surgical or trauma patients until blood loss
becomes so severe that a transfusion of packed red blood cells or other blood
products is required. We are also developing a specially formulated hypothermic
blood replacement solution that would be used for the replacement of a patient's
circulating blood volume during cardiac surgery, neurosurgery and other
surgeries that involve lowering the patient's body temperature to hypothermic
levels.

Our first product, Hextend, is a physiologically balanced blood plasma
volume expander, for the treatment of hypovolemia. Hypovolemia is a condition
often associated with blood loss during surgery or from injury. Hextend
maintains circulatory system fluid volume and oncotic pressure and keeps vital
organs perfused during surgery. Hextend, approved for large-volume use in major
surgery, is the only blood plasma volume expander that contains hetastarch,
buffer, multiple electrolytes and glucose. Hextend is designed to compete with
and to replace older products such as albumin and other colloid solutions, as
well as crystalloid solutions, that have been used to maintain fluid volume and
blood pressure during surgery. Hextend is also completely sterile to avoid risk
of infection. Most health insurance reimbursements and HMO coverage now include
the cost of Hextend used in surgical procedures.

Hextend is being sold in the United States by Abbott under an exclusive
license from us. Abbott also has the right to sell Hextend in Canada, where an
application for marketing approval is pending. We have retained all rights to
manufacture, sell or license Hextend and other products in all other countries.
Abbott also has a right to obtain licenses to manufacture and sell other BioTime
products.

As part of the marketing program, we and Abbott have financed a number of
limited studies showing the advantages of receiving Hextend and other BioTime
products during surgery. As these studies are completed, the results will be
presented at medical conferences and articles will be written for publication in
medical journals. The Company is also aware of independent studies using Hextend
that are being conducted by physicians and hospitals, who may publish their
findings in medical journals. The outcome of medical studies and timing of the
publication of the results could have an effect on Hextend sales.

We are also developing two other blood volume replacement products,
PentaLyte and HetaCool that, like Hextend, have been formulated to maintain the
patient's tissue and organ function by sustaining the patient's fluid volume and
physiological balance. Various colloid and

crystalloid products are being marketed by other companies for use in
maintaining patient fluid volume in surgery and trauma care, but the use of
those solutions can contribute to patient morbidity, including conditions such
as hypovolemia, edema, impaired blood clotting, acidosis, and other biochemical
imbalances. Hextend, PentaLyte, and HetaCool contain constituents that may
prevent or reduce the physiological imbalances that can cause those problems.
Our products do not contain albumin. Albumin produced from human plasma is also
currently used as a plasma expander, but it is expensive and subject to supply
shortages, and a recent FDA warning has cautioned physicians about the risk of
administering albumin to seriously ill patients.

Based upon the results of our clinical studies and laboratory research, we
have determined that in many emergency care and surgical applications it is not
necessary for a plasma volume expander to include special oxygen carrying
molecules to replace red blood cells. Therefore, we are developing formulations
that do not use costly and potentially toxic oxygen carrying molecules such as
synthetic hemoglobin and perfluorocarbons.

We have completed a Phase I clinical trial of PentaLyte and are planning
the next phase of our clinical trials in which PentaLyte will be used to treat
hypovolemia in surgery. PentaLyte contains a lower molecular weight hydroxyethyl
starch than Hextend, and is more quickly metabolized. PentaLyte is designed for
use when short lasting volume expansion is desirable.

We are also continuing to develop solutions for low temperature surgery and
trauma care. A number of physicians have reported using Hextend to treat
hypovolemia under mild hypothermic conditions during cardiac surgery. Additional
cardiac surgeries have been performed at deeper hypothermic temperatures. In one
case, Hextend was used to treat hypovolemia in a cancer patient operated on
under deep hypothermic conditions in which the heart was arrested. Once a
sufficient amount of data from successful low temperature surgery has been
compiled, we plan to seek permission to conduct trials using Hextend as a
complete replacement for blood under near-freezing conditions. We currently plan
to market Hextend for complete blood volume replacement at very low temperatures
under the registered trade mark "HetaCool(R)" after FDA approval is obtained.

In order to commence clinical trials for regulatory approval of new
products, such as PentaLyte and HetaCool, or new therapeutic uses of Hextend, it
will be necessary for us to prepare and file with the FDA an Investigational New
Drug Application ("IND") or an amendment to expand the present IND for
additional Hextend studies. Filings with foreign regulatory agencies will be
required to commence clinical trials overseas.

We intend to enter global markets through licensing agreements with
overseas pharmaceutical companies. By licensing our products abroad, we will
avoid the capital costs and delays inherent in acquiring or establishing our own
pharmaceutical manufacturing facilities and establishing an international
marketing organization. A number of pharmaceutical companies around the world
have expressed their interest in obtaining licenses to manufacture and market
our products. Our management is continuing to meet with representatives of
interested companies.

We are also pursuing a global clinical trial strategy, the goal of which is
to permit us to obtain regulatory approval for our products as quickly and
economically as practicable. For example, the United States Phase III clinical
trials of Hextend involved 120 patients and were completed in less than 12
months. Although regulatory requirements vary from country to country, we may be
able to file applications for foreign regulatory approval of its products based
upon the results of the United States clinical trials. Our application to market
Hextend in Canada had been found acceptable for review as a New Drug Submission
by the Canadian Health Protection Branch (HPB), and we are now awaiting
completion of HPB's review of that application. During the third quarter of
2000, the Company filed its first application for approval in a European Union
member nation, Sweden. Regulatory approvals for countries that are members of
the European Union may be obtained through a mutual recognition process. If
approvals based upon those trials can be obtained in the requisite number of
member nations, then we would be permitted to market Hextend in all member
nations.

The cost of preparing regulatory filings and conducting clinical trials is
not presently determinable, but could be substantial. It may be necessary for us
to obtain additional funds in order to complete any clinical trials that it may
conduct for its new products or for new uses of Hextend.

In addition to developing clinical trial programs, we plan to continue to
provide funding for our laboratory testing programs at selected universities,
medical schools and hospitals for the purpose of developing additional uses of
Hextend, PentaLyte, HetaCool, and other new products, but the amount of research
that will be conducted at those institutions will depend upon our financial
status. Because our research and development expenses, clinical trial expenses,
and production and marketing expenses will be charged against earnings for
financial reporting purposes, management expects that losses from operations
will continue to be incurred for the foreseeable future.

USE OF PROCEEDS

The shares and warrants are being offered for sale by the selling
shareholders and warrant holders. BioTime will not receive any of the net
proceeds from the sale of the shares and warrants. We will receive the exercise
price of the warrants when those warrants are exercised. If all of the warrants
covered by this prospectus are exercised, we would receive $6,060,355.32.
However, there is no assurance that the warrants will be exercised. In this
regard, the exercise prices of the warrants covered by this prospectus are
currently greater than the market price of BioTime common shares. See "Selling
Shareholders." We will use the proceeds we receive from the exercise of the
warrants for general working capital purposes, including research and
development expenses and general and administrative expenses.

SELLING SHAREHOLDERS AND WARRANT HOLDERS

The following table shows the number of shares and warrants owned by the
selling shareholders and warrant holders prior to this offering, the maximum
number of shares and warrants that may be sold by them through this prospectus,
and the amount and percentage of the outstanding shares that will be owned by
them after the completion of this offering.

Shares and Percent of Shares
Name Shares and Shares and Warrants Owned Owned After
---- Warrants Owned Warrants Offered After Offering Offering (1)
-------------- ---------------- -------------- -------------------

Alfred D. Kingsley (2) 1,920,752(2) 1,351,135(3) 569,617 4.6%
Gary K. Duberstein
Greenbelt Corp.
Greenway Partners, L.P.
Greenhouse Partners, L.P.
909 Third Avenue, 30th Floor
New York, NY 10022

Camco Tactical Return 345,688 76,923(4) 268,765 0.0%
Partners, L.P.
320 Park Avenue
New York, NY 10022

Milton Dresner 70,207(5) 15,385(4) 54,822 0.47%
28777 Northwestern Hwy.
Suite 100
Southfield, MI 48034

George Karfunkel 76,923(4) 76,923(4) 0 0.0%
1671 52nd Street
Brooklyn, NY 11204

Goren Brothers, L.P. 38,462(4) 38,462(4) 0 0.0%
150 East 52nd Street
New York, NY 10022

Howard Stein 76,923(4) 76,923(4) 0 0.0%
One Meadow Lane
Southhampton, NY 11968

(1) Includes shares which may be acquired and sold by the selling shareholder
upon the exercise of the warrants described in this prospectus.

(2) Includes 155,636 shares issuable upon the exercise of certain warrants
owned by Greenbelt Corp., 664,460 shares owned by Greenbelt Corp. and
10,000 shares that Greenbelt Corp. may acquire as compensation for
performing services, 90,750 shares owned by Greenway Partners, L.P.,
708,242 shares owned solely by Alfred D. Kingsley, 280,769 shares issuable
upon the exercise of certain warrants owned solely by Mr. Kingsley, and
10,895 shares owned solely by Mr. Duberstein. Alfred D. Kingsley and Gary
K. Duberstein control Greenbelt Corp. and may be deemed to beneficially own
the warrants and shares that Greenbelt Corp. beneficially owns. Greenhouse
Partners, L.P. is the general partner of Greenway Partners, L.P., and Mr.
Kingsley and Mr. Duberstein are the general partners of Greenhouse
Partners, L.P. Greenhouse Partners, L.P., Mr. Kingsley, and Mr. Duberstein
may be deemed to beneficially own the shares that Greenway Partners, L.P.
owns. Mr. Duberstein disclaims beneficial ownership of the shares and
warrants owned solely by Mr. Kingsley, and Mr. Kingsley disclaims
beneficial ownership of the shares owned solely by Mr. Duberstein.

(3) Includes 604,730 shares presently owned by Greenbelt Corp. and 10,000
shares that Greenbelt Corp. may acquire as compensation for performing
services, 155,636 shares that may be acquired by Greenbelt Corp. upon the
exercise of certain warrants, 300,000 shares owned solely by Alfred
Kingsley, and 280,769 shares that may be acquired by Alfred Kingsley upon
the exercise of certain warrants.

(4) All of the shares may be acquired and sold by the selling shareholder upon
the exercise of certain warrants.

(5) Includes 24,822 shares presently owned, 30,000 shares that may be acquired
upon the exercise of certain options, and 15,385 shares that may be
acquired upon the exercise of certain warrants.

Some of the shares that are being offered for sale by the selling
shareholders are shares that may be acquired upon the exercise of the warrants.
The warrants fall into three groups:

o As consideration for debentures that were purchased from BioTime, the
selling warrant holders received warrants entitling them to purchase an
aggregate of 515,385 shares at an exercise price of $6.50. These warrants will
expire August 1, 2004 and may not be exercised after that date.

o Greenbelt holds warrants entitling it to purchase an aggregate of 155,636
shares at prices ranging from $13.75 to $15.74. These warrants will expire on
various dates from April 15, 2002 through July 15, 2002.

o Alfred Kingsley holds warrants entitling him to purchase an aggregate of
50,000 shares at a price of $8.31. These warrants were issued in connection with
a line of credit provided by Mr. Kingsley and will expire on March 26, 2006.

The exercise price and number of shares for which the warrants may be
exercised are subject to adjustment to prevent dilution in the event of a stock
split, combination, stock dividend, reclassification of shares, sale of assets,
merger or similar transaction.

In connection with the issue of the warrants, we agreed to register the
warrants and underlying common shares for sale under the Act. We will bear the
expenses of registration, other than any underwriting discounts or commissions
payable to broker-dealers that may be incurred by the selling shareholders in
connection with a sale of the warrants or shares. We are not obligated to file
more than two such registration statements, other than registration statements
on Form S-3. The selling shareholders also are entitled to include warrants and
shares in any registration statement that we may file to register other
securities for sale under the Act.

During April 1998, we entered into a financial advisory services agreement
with Greenbelt Corp. The agreement provided for an initial payment of $90,000
followed by an advisory fee of $15,000 per month paid quarterly. We agreed to
reimburse Greenbelt Corp. for all reasonable out-of-pocket expenses incurred in
connection with its engagement as financial advisor, and to indemnify Greenbelt
Corp. and its officers, affiliates, employees, agents, assignees, and
controlling person from any liabilities arising out of or in connection with
actions taken on our behalf under the agreement. The agreement was renewed twice
for the twelve months ending March 31, 2001 and March 31, 2002, but instead of
cash compensation Greenbelt Corp. has received 60,000 common shares and may
receive an additional 10,000 shares for the three months ending March 31, 2002.
We agreed to register those shares for sale under the Act, and those shares are
covered by this prospectus. We have also agreed to permit Alfred D. Kingsley to
include in this registration an additional 300,000 common shares that he
acquired during December 2000 from certain BioTime officers and directors who
sold their shares to reduce margin account indebtedness.

PLAN OF DISTRIBUTION

Greenbelt Corp. and Alfred D. Kingsley have advised us that they have
requested the registration of the shares included in this prospectus primarily
to facilitate their ability to obtain margin loans under which the shares have
been or will be pledged as collateral and the margin loan funds will be used to
exercise warrants. Other selling shareholders may also finance the exercise of
their warrants through margin loans. Under standard margin loan arrangements, if
a selling shareholder were to fail to maintain sufficient margin loan collateral
in their stock brokerage account, in the form of securities, cash, or a
combination of securities and cash, the lending broker-dealer would have the
right to sell the pledged shares to satisfy its margin loan. Lenders may require
the registration of the shares, which will permit the sale of the shares from
time to time on the AMEX at prevailing market prices, or at prices related to
the prevailing market price, or in privately negotiated transactions.

The selling shareholders may sell shares in conjunction with the exercise
of their warrants or they may hold their shares for investment purposes and then
sell the shares at a later date. The selling shareholders also may enter into
arrangements with broker-dealers under which they may sell warrants to the
broker-dealers who will then exercise the warrants for their own accounts and
sell the shares as principals. If the selling shareholders sell any warrants to
broker-dealers, they would expect to receive a price based upon the market price
of the shares

then prevailing on the AMEX, less the exercise price of the warrants sold and
less a discount or selling concession.

Warrant holders may sell their warrants from time to time in negotiated
transactions at negotiated prices or, if a market for the warrants develops, at
prevailing market prices. No public market for the warrants presently exists and
there is no assurance that a public market will develop, or if a public market
develops, that it will be sustained. BioTime has agreed to apply to list the
warrants on the AMEX at the request of any warrant holder if the AMEX listing
requirements are met. As of the date of this prospectus, the AMEX listing
requirements applicable to the warrants have not be met. The AMEX rules
presently provide that the AMEX will not list warrants unless there are at least
200,000 warrants publicly held by not less than 100 public warrant holders.

The selling shareholders and warrant holders will bear all broker-dealer
commissions payable in connection with the sale of their shares and warrants.
Broker-dealers who acquire shares or warrants from the selling shareholders or
warrant holders as principals may resell the shares from time to time in
transactions on the AMEX, or may resell the shares or warrants in negotiated
transactions at prevailing market prices or at negotiated prices, and may
receive usual and customary commissions from the purchasers of the shares or
warrants

The selling shareholders and warrant holders have advised us that during
the time that they may be engaged in a distribution of their shares and warrants
they will (a) not engage in any stabilization activity in connection with
BioTime securities, (b) cause to be furnished to each broker through whom their
shares or warrants may be offered the number of copies of this prospectus
required by the broker, and (c) not bid for or purchase any BioTime securities
or rights to acquire BioTime securities, or attempt to induce any person do so,
other than as permitted under the Securities Exchange Act of 1934, as amended.
The selling shareholders and warrant holders and any broker-dealers who
participate in the sale of their shares and warrants may be deemed to be
"underwriters" as defined in the Act. Any commissions paid or any discounts or
concessions allowed to any broker-dealers in connection with the sale of the
shares and warrants, and any profits received on the resale of any shares and
warrants purchased by broker-dealers as principals, may be deemed to be
underwriting discounts and commissions under the Act.

LEGAL MATTERS

The validity of the rights, common shares, and warrants will be passed upon
for BioTime by Lippenberger, Thompson, Welch, Soroko & Gilbert LLP, San
Francisco and Corte Madera, California.

EXPERTS

The financial statements of BioTime, Inc. incorporated by reference in this
prospectus from BioTime's Annual Report on Form 10-K for the year ended December
31, 2000 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report (which expresses an unqualified opinion and includes an
explanatory paragraph related to the development stage of BioTime's operations)
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

BioTime's Form 10-K for the fiscal year ended December 31, 2000 and all
other reports filed by BioTime pursuant to Sections 13(a), 13(c), 14, or 15(d)
of the Securities Exchange Act of 1934, as amended, since the end of the fiscal
year covered by such Form 10-K and prior to the termination of the offering
covered by this prospectus are hereby incorporated into this prospectus by
reference. A description of the common shares contained in a Registration
Statement on Form 8-A filed under the Securities Exchange Act of 1934, as
amended, is also incorporated into this prospectus by reference. BioTime will
provide without charge to each person, including any beneficial owner, to whom a
prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the information that has been incorporated by reference but not
delivered with this prospectus. Such requests may be addressed to the Secretary
of BioTime at 935 Pardee Street, Berkeley, California 94710; Telephone: (510)
845- 9535.

BioTime is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files quarterly,
annual, and current reports and proxy statements and other information with the
Securities and Exchange Commission. The public may read and copy any materials
BioTime files with Securities and Exchange Commission at the Commission's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330.

The Commission maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the Commission. The address of such site is
http://www.sec.gov.

ADDITIONAL INFORMATION

BioTime has filed with the Securities and Exchange Commission, 450 Fifth
Street, N.W., Washington, D.C. a registration statement on Form S-3 under the
Securities Act of 1933, as amended, for the registration of the securities
offered hereby. This prospectus, which is part of the registration statement,
does not contain all of the information contained in the registration statement.
For further information with respect to BioTime and the securities offered
hereby, reference is made to the registration statement, including the exhibits
thereto, which may be inspected, without charge, at the Office of the Securities
and Exchange Commission, or copies of which may be obtained from the Commission
in Washington, D.C. upon payment of the requisite fees. Statements contained in
this prospectus as to the content of any contract or other document referred to
are not necessarily complete. In each instance reference is made to the copy of
the contract or other document filed as an exhibit to the registration
statement, and each such statement is qualified in all respects by reference to
the exhibit.

================================================================================
--------------------------------------------------------------------------------

No dealer, salesperson or other person has been authorized in connection with
this offering to give any information or to make any representations other than
those contained in this Prospectus. This Prospectus does not constitute an offer
or a solicitation in any jurisdiction to any person to whom it is unlawful to
make such an offer or solicitation. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create an implication
that there has been no change in the circumstances of BioTime or the facts
herein set forth since the date hereof.

TABLE OF CONTENTS

Prospectus Summary.............................................................3
Risk Factors...................................................................5
The Company....................................................................9
Use of Proceeds...............................................................12
Selling Shareholders..........................................................12
Plan of Distribution..........................................................14
Legal Matters.................................................................15
Experts.......................................................................16
Incorporation of Certain Information
by Reference...............................................................16
Additional Information........................................................17

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================================================================================

================================================================================
--------------------------------------------------------------------------------

BIOTIME, INC.

1,635,751 Common Shares
721,021 Warrants

-------------
PROSPECTUS
-------------

January 31, 2002

--------------------------------------------------------------------------------
================================================================================

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The estimated expenses of the Registrant in connection with the
issuance and distribution of the securities being registered hereby are as
follows:

Registration Fee-Securities and Exchange Commission ....... $ 706.99
Accounting Fees............................................ 7,200.00
Legal Fees................................................. 9,500.00
AMEX Listing Fee........................................... 11,907.70
Miscellaneous Expenses..................................... 2,835.31
----------
Total................................................ $32,150.00
==========

Item 15. Indemnification of Directors and Officers.

Section 317 of the California Corporations Code permits
indemnification of directors, officers, employees and other agents of
corporations under certain conditions and subject to certain limitations. In
addition, Section 204(a)(10) of the California Corporations Code permits a
corporation to provide, in its articles of incorporation, that directors shall
not have liability to the corporation or its shareholders for monetary damages
for breach of fiduciary duty, subject to certain prescribed exceptions. Article
Four of the Articles of Incorporation of the Registrant contains provisions for
the indemnification of directors, officers, employees and other agents within
the limitations permitted by Section 317 and for the limitation on the personal
liability of directors permitted by Section 204(b)(10), subject to the
exceptions required thereby.

II-1

Item 16. Exhibits and Financial Statement Schedules.

Exhibit
Numbers Description
------- -----------

4.1 Warrant Agreement between BioTime, Inc. and Greenbelt Corp.*

4.2 Form of Warrant (included in Exhibit 4.1)*

4.3 Warrant Agreement between BioTime, Inc. and Purchasers of
Series 2001-A Debentures+

4.4 Form of Warrant (included in Exhibit 4.3)#

4.5 Warrant Agreement between BioTime, Inc. and Alfred D. Kingsley#

4.6 Form of Warrant (included in Exhibit 4.5)+

5.1 Opinion of Counsel**

23.1 Consent of Deloitte & Touche LLP++

* Incorporated by reference to BioTime's Form S-3 filed August 16, 2000.
# Incorporated by reference to BioTime's Form 10-K for the year ended
December 31, 2000.
+ Incorporated by reference to BioTime's Form 10-Q for the quarter ended June
30, 2001.

** Previously filed.

++ Filed herewith.

Item 17. Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by final adjudication of
such issue.

II-2

The undersigned registrant hereby undertakes:

(1) To file during any period in which offers or sales are made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate represent a
fundamental change in the information set forth in the registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1922, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned undertakes that:

(1) For the purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(2) For the purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the bona fide offering thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Berkeley,
State of California on January 28, 2002.

BIOTIME, INC.

By /s/ Paul Segall
------------------------------------
Paul Segall, Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ Paul Segall Chief Executive Officer and January 28, 2002
--------------------------- Director (Principal Executive
PAUL SEGALL Officer)

President and Director January 28, 2002
---------------------------
RONALD S. BARKIN

/s/ Harold Waitz Vice President and Director January 28, 2002
---------------------------
HAROLD WAITZ

/s/ Hal Sternberg Vice President and Director January 28, 2002
---------------------------
HAL STERNBERG

/s/ Steven Seinberg Chief Financial Officer January 28, 2002
--------------------------- (Principal Financial and
STEVEN SEINBERG Accounting Officer)

/s/ Judith Segall Secretary and Director January 28, 2002
---------------------------
JUDITH SEGALL

/s/ Jeffrey B. Nickel Director January 28, 2002
---------------------------
JEFFREY B. NICKEL

Director January 28, 2002
---------------------------
MILTON H. DRESNER

Director January 28, 2002
---------------------------
KATHERINE GORDON

II-4

EXHIBIT INDEX

Exhibit
Numbers Description
------- -----------

4.1 Warrant Agreement between BioTime, Inc. and Greenbelt Corp.*

4.2 Form of Warrant (included in Exhibit 4.1)*

4.3 Warrant Agreement between BioTime, Inc. and Purchasers of
Series 2001-A Debentures+

4.4 Form of Warrant (included in Exhibit 4.3)#

4.5 Warrant Agreement between BioTime, Inc. and Alfred D. Kingsley#

4.6 Form of Warrant (included in Exhibit 4.5)+

5.1 Opinion of Counsel**

23.1 Consent of Deloitte & Touche LLP++

** Previously filed.

++ Filed herewith.