made in this Report 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. Such risks and uncertainties include but are not limited
to those discussed in this Report under Item 1 of the Notes to Condensed Consolidated Financial Statements, and under Risk Factors
in this Report. Words such as “expects,” “may,” “will,” “anticipates,” “intends,”
“plans,” “believes,” “seeks,” “estimates,” and similar expressions identify forward-looking
to “we” means BioTime, Inc. and its subsidiaries unless the context otherwise indicates.
description or discussion, in this Form 10-Q, of any contract or agreement is a summary only and is qualified in all respects
by reference to the full text of the applicable contract or agreement.
of OncoCyte Corporation Effective
February 17, 2017
February 17, 2017, BioTime deconsolidated OncoCyte Corporation (“OncoCyte”) financial statements and results of operations
from those of BioTime under applicable generally accepted accounting principles due to the decrease in BioTime’s percentage
ownership in OncoCyte below 50% as a result of OncoCyte issuing 625,000 shares of its common stock pursuant to warrant exercises
by certain OncoCyte shareholders. Prior to that date, OncoCyte was a majority-owned and consolidated subsidiary of BioTime. Since
February 17, 2017, BioTime has accounted for OncoCyte using the equity method of accounting, electing the fair value option, with
all subsequent changes in fair value included in BioTime’s unaudited condensed consolidated statements of operations in
other income and expenses, net. As of, and for each reporting period after February 17, 2017, the fair value of BioTime’s
interest in OncoCyte is determined by the number of shares of OncoCyte held by BioTime and the closing price of the OncoCyte common
stock as quoted on NYSE American: OCX.
assets and liabilities are not included in BioTime’s condensed consolidated balance sheets at March 31, 2018 and December
31, 2017 due to the deconsolidation. The fair value of OncoCyte shares owned by BioTime is shown on BioTime’s condensed
consolidated balance sheets as of March 31, 2018 and December 31, 2017.
results are not included in BioTime’s unaudited condensed consolidated statements of operations for the three months ended
March 31, 2018. BioTime’s unaudited condensed
consolidated statements of operations for the three months ended March 31, 2017 include OncoCyte’s results for the period
from January 1, 2017 through February 16, 2017, the day immediately preceding the deconsolidation.
further discussion, see Notes to the Condensed Consolidated Financial Statements and Management’s Discussion and Analysis
of Financial Condition and Results of Operations included elsewhere in this Report.
deconsolidation of OncoCyte is sometimes referred to as the “OncoCyte Deconsolidation” in this Report.