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SEC Filings

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

(d)          The exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 2(a) above, and the Holder shall be deemed the holder of record of the Warrant Shares as of such date.
 
(e)           In the event of any exercise of this Warrant in accordance with the terms hereof, the Company shall (i) issue the Warrant Shares to the Holder; (ii) deliver to the Holder share certificate(s) evidencing the Warrant Shares (iii) register the Holder in its register of shareholders; and (iv) notify the Israeli Companies Registrar of such issuance. In the event of a partial exercise of this Warrant, the Company shall concurrently issue to the Holder a replacement warrant on the same terms and conditions of this Warrant, which shall be dated as of the date hereof, covering the number of Warrant Shares in respect of which this Warrant shall not have been exercised.

2A. Net Issue Exercise.

(a)           Notwithstanding the foregoing, in lieu of payment of the Exercise Price per Warrant Share as set forth in Section 2(a) above, the Holder may elect to receive, for no additional consideration, Warrant Shares equal to the value of this Warrant, or any portion of the Warrant which the Holder requests to exercise,  by surrender of this Warrant at the principal office of the Company together with executed Notice of Exercise reflecting such election, in which event the Company shall issue to the Holder a number of Warrant Shares computed using the following formula:

   
Y (A-B)
X = ———————
A
           
Where:
 
X
 
=
the number of Warrant Shares to be issued to the Holder.
           
   
Y
 
=
the number of Warrant Shares underlying the portion of this Warrant which the Holder requests to exercise pursuant to this Section 2A.
           
   
A
 
=
the per share Fair Market Value (as defined below) of a Warrant Share as of the date of exercise pursuant to this Section 2A.
           
   
B
 
=
The per shares Exercise Price of a Warrant Share issuable under this Warrant, as in effect  on the date of exercise pursuant to this Section 2A.

(i)               In no event shall a Net Issue Exercise be settled in cash.

For example, if the Holder elects to exercise this Warrant pursuant to this Section 2A, with respect to 10,000 Warrant Shares (i.e. Y=10,000), and assuming that the per share Fair Market Value of a Warrant Share as of the exercise date is US$80 (i.e. A=80), and the per share Exercise Price of a Warrant Share as of the exercise date is US$40.5359 (i.e. B=40.5359), then the Company shall issue to the Holder 4,933 Warrant Shares upon such exercise (i.e. X=4,933).
 
[ * ] = 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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