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SEC Filings

BIOTIME INC filed this Form 10-Q on 08/09/2017
Entire Document

As the majority shareholder of Cell Cure, it is familiar with the condition and operations of Cell Cure and in addition, has had the opportunity to ask questions of and receive answers from and/or obtain additional information from, the management of Cell Cure concerning the financial and other affairs of Cell Cure.

BioTime has obtained the requisite consents, approvals and/or agreement of any individual or entity as required to be obtained by BioTime to execute and perform this Agreement or any agreements, instruments or other obligations entered into in connection with this Agreement, and the transaction contemplated hereby and thereby, including the issuance of the Traded Stock to HBL pursuant to Section 1.3.

The Traded Stock to be issued pursuant to this Agreement will not be issued in violation of any preemptive rights, right of first refusal and\or any other rights of the current or past shareholders of BioTime, or any agreement to which BioTime was or is a party or bound. When issued and delivered in accordance with this Agreement, the Traded Stock shall be (a) duly and validly authorized, issued and outstanding in compliance with all applicable federal or state securities laws, fully paid and non-assessable, and issued in compliance with all applicable federal or state securities laws (b) listed for trading on the NYSE MKT and will be able to be sold under the Registration Statement assuming compliance the prospectus delivery requirements and (c) free and clear of any liens, claims, charges, rights, pledges, security interests, mortgages, options, title defects or other encumbrances, restrictions or limitations of any nature whatsoever or other security interest of any kind or character or any right of any third party.

All registration statements, certifications, forms, reports and other documents (the “Company Reports”) filed by BioTime with the SEC: (i) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Securities Act of 1933, as amended ("Securities Act"), and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), as the case may be, and the rules and regulations thereunder applicable to such Company Reports at the time such Company Report was filed or submitted with the SEC; and (ii) did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Since January 1, 2015, BioTime has been in compliance in all material respects with (i) the applicable provisions of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act (and (ii) the applicable listing and corporate governance rules and regulations of NYSE MKT and other requirements of the California Corporations Code.

The consolidated financial statements (including any related notes) contained in the Company Reports: (i) complied as to form in all material respects with any applicable law and the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with US GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) fairly presented, in all material respects, the consolidated financial position of BioTime as of the respective dates thereof and the results of operations and cash flows of BioTime for the periods covered thereby.

[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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