From: Savant | 10/19/2012 11:30:17 AM | | | | Geron Board to Review BioTime's Offer to Buy Stem Cell Assets
Last Update: 10/19/2012 7:57:38 AM
By Melodie Warner
Geron Corp. (GERN) said its board will review BioTime Inc.'s (BTX) offer to buy its stem cell assets.
The biopharmaceutical company said last November it would discontinue further development of its stem cell programs and eliminate 38% of its workforce in order to focus its resources on advancing two cancer drug candidates. At the time, the company said it was seeking partners with the technical and financial resources to further develop its stem cell programs.
Biotech company BioTime, in an open letter Thursday, urged Geron's shareholders to push the company's board to sell its stem cell assets to BioTime.
BioTime proposed a two-part deal that could result in Geron shareholders owning up to 45% of a new publicly traded company that owns the Geron stem cell assets, $40 million of BioTime stock, certain BioTime stem cell assets, and shares of certain BioTime stem cell subsidiaries. Geron shareholders would also receive BioTime stock-purchase warrants presently valued at roughly $13 million.
Geron on Friday said it has considered a number of alternatives with respect to its stem cell research and development programs.
Its board will review the BioTime proposal and "act in a manner that the board believes is in the best interests of Geron's stockholders," the company said.
Shares of Geron and BioTime closed Thursday at $1.52 and $3.97, respectively. Both stocks were inactive premarket. |
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From: Savant | 10/19/2012 4:44:14 PM | | | | LifeMap Sciences, Inc. Announces Addition to Board of Directors and Provides Update on Product Portfolio Development
ALAMEDA, Calif., Oct 19, 2012 (BUSINESS WIRE) -- BioTime, Inc. (nyse mkt:BTX) and its subsidiary, LifeMap Sciences, Inc., today announced the appointment of Louis E. Silverman to LifeMap Sciences' board of directors.
Mr. Silverman is an experienced health care executive with board level and operating experience in health care IT, pharmaceuticals, home health care, worker's compensation managed care and revenue cycle management. From September 2009 through to its successful sale in June of 2012, Mr. Silverman was the Chief Executive Officer of privately held Marina Medical Billing Service Inc., a company focused on providing revenue cycle management services nationally to emergency room physicians. Prior to joining Marina Medical, Mr. Silverman was President and Chief Executive Officer of Lifecomm, Inc., a Qualcomm Incorporated incubated wireless health services start-up. From 2000 - 2008, Mr. Silverman was President and Chief Executive Officer of Quality Systems, Inc., a developer of medical and dental practice management software, which he led to significant revenue growth and an increase in market value from $42 million to $1.2 billion. Previously, Mr. Silverman was the Chief Operations Officer of Corvel Corporation. Mr. Silverman currently serves as a member of the Board of Directors of Questcor Pharmaceuticals, Inc., a publicly traded biopharmaceutical company focused on the treatment of patients with serious, difficult-to-treat autoimmune and inflammatory disorders. Mr. Silverman also serves on the Board of Directors of Comarco, Inc., a public company. Mr. Silverman earned a Bachelor of Arts degree from Amherst College and a Masters in Business Administration from Harvard Graduate School of Business Administration.
In addition, today LifeMap Sciences also announced progress on key development initiatives. During the final quarter of the calendar year 2012, the company expects to launch or upgrade its four database products: GeneCards(R), MalaCards, PanDaTox, and LifeMap Discovery(TM). In addition, LifeMap Sciences will launch the marketing and sales of BioTime's proprietary research product lines, including PureStem(TM) human progenitor and human embryonic stem cell lines via the company's LifeMap BioReagents(TM) portal. Another major LifeMap Sciences initiative is its therapeutic discovery collaboration with BioTime, which utilizes the LifeMap Discovery(TM) platform and leverages the LifeMap Sciences scientific team (including ten Ph.D. and four M.S. biologists and bioinformatics specialists) to research and identify those progenitor cell lines that are most likely to be useful in developing cell-based regenerative medicine therapies for a wide range of diseases. Once identified, selected cell lines will be marketed by LifeMap Sciences for research purposes via the LifeMap BioReagents(TM) portal and may be advanced into therapeutic development by BioTime and/or LifeMap Sciences.
"Adding an experienced health care executive to our Board of Directors and delivering meaningful enhancements to our product portfolio marks 2012 as a year of great progress for our company and sets the stage for continued growth and expansion into 2013," stated David Warshawsky, Ph.D., LifeMap Sciences' Chief Executive Officer.
About LifeMap Sciences, Inc. |
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From: Savant | 11/15/2012 6:39:48 PM | | | | BioTime and BioTime Acquisition Corporation Announce Combined $10 Million Financing
ALAMEDA, Calif., Nov 15, 2012 (BUSINESS WIRE) -- BioTime, Inc. (nyse mkt:BTX) and its recently formed subsidiary BioTime Acquisition Corporation (BAC) jointly announced today that they have entered into a non-binding letter of intent for a $10 million investment from a private investor to provide financing for the recently announced proposed acquisition of Geron Corp.'s stem cell assets by BAC.
Under the terms outlined in the letter of intent, the investor will invest $5 million in BioTime by purchasing 1.35 million BioTime common shares at a purchase price of approximately $3.70 per share, and warrants to purchase 650,000 additional BioTime common shares with an exercise price of $5 per share and a three year term.
In addition, the investor will contribute $5 million in cash to BAC in exchange for shares of BAC common stock that, upon issuance, will represent approximately 7% of the BAC common stock then issued and outstanding, plus warrants to purchase approximately 350,000 additional shares of BAC common stock at an exercise price of $5 per share, with a three year term.
"This investment will provide BAC with financing to restart development of new products and technologies from the soon to be acquired stem cell assets," stated Michael West, PhD, Chief Executive Officer of BioTime, Inc.
"We are very pleased to receive such financial support from an investor who shares our vision of the emerging field of regenerative medicine," said Thomas Okarma, PhD, MD, BAC's Chief Executive Officer. "We look forward to the opportunity to restart research and development and to continue the effort to bring cell replacement therapies to the many patients who need them."
The letter of intent is not a binding agreement to complete the transactions. Consummation of the transactions is subject to the investor entering into definitive stock purchase agreements with BioTime and BAC, which agreements will contain additional terms and conditions.
About BioTime, Inc.
BioTime, headquartered in Alameda, California, is a biotechnology company focused on regenerative medicine and blood plasma volume expanders. Its broad platform of stem cell technologies is enhanced through subsidiaries focused on specific fields of application. BioTime develops and markets research products in the fields of stem cells and regenerative medicine, including a wide array of proprietary ACTCellerate(TM) cell lines, HyStem(R) hydrogels, culture media, and differentiation kits. BioTime is developing Renevia(TM) (formerly known as HyStem(R)-Rx), a biocompatible, implantable hyaluronan and collagen-based matrix for cell delivery in human clinical applications. BioTime's therapeutic product development strategy is pursued through subsidiaries that focus on specific organ systems and related diseases for which there is a high unmet medical need. BioTime's majority owned subsidiary Cell Cure Neurosciences Ltd. is developing therapeutic products derived from stem cells for the treatment of retinal and neural degenerative diseases. BioTime's subsidiary OrthoCyte Corporation is developing therapeutic applications of stem cells to treat orthopedic diseases and injuries. Another subsidiary, OncoCyte Corporation, focuses on the diagnostic and therapeutic applications of stem cell technology in cancer, including the diagnostic product PanC-Dx(TM) currently being developed for the detection of cancer in blood samples. ReCyte Therapeutics, Inc. is developing applications of BioTime's proprietary induced pluripotent stem cell technology to reverse the developmental aging of human cells to treat cardiovascular and blood cell diseases. BioTime's subsidiary LifeMap Sciences, Inc. markets GeneCards(R), the leading human gene database, and is developing an integrated database suite to complement GeneCards(R) that will also include the LifeMap(TM) database of embryonic development, stem cell research and regenerative medicine, and MalaCards, the human disease database. LifeMap will also market BioTime research products. BioTime's lead product, Hextend(R), is a blood plasma volume expander manufactured and distributed in the U.S. by Hospira, Inc. and in South Korea by CJ CheilJedang Corporation under exclusive licensing agreements. Additional information about BioTime can be found on the web at biotimeinc.com.
About BioTime Acquisition Corporation
BioTime Acquisition Corporation is a newly formed wholly owned subsidiary of BioTime, Inc., through which BioTime plans to pursue opportunities and acquire assets and businesses in the fields of stem cells and regenerative medicine.
This communication is for informational purposes only and does not constitute an offer to sell any shares of BAC common stock or warrants or any BioTime common shares or warrants. The BAC common stock and warrants and the BioTime common shares and warrants may not be offered or sold in the United States absent registration under the Securities Act of 1933, as amended, and or an applicable exemption from registration requirements.
BioTime Forward-Looking Statements
Statements pertaining to future financial and/or operating results, future growth in research, technology, clinical development, and potential opportunities for BioTime or BAC, along with other statements about the future expectations, beliefs, goals, plans, or prospects expressed by management constitute forward-looking statements. Any statements that are not historical fact (including, but not limited to statements that contain words such as "will," "believes," "plans," "anticipates," "expects," "estimates") should also be considered to be forward-looking statements. Forward-looking statements involve risks and uncertainties, including, without limitation, risks inherent in the development and/or commercialization of potential products, uncertainty in the results of clinical trials or regulatory approvals, need and ability to obtain future capital, and maintenance of intellectual property rights. Actual results may differ materially from the results anticipated in these forward-looking statements and as such should be evaluated together with the many uncertainties that affect the business of BioTime or BAC, particularly those mentioned in cautionary statements that are found in public filings with the Securities and Exchange Commission, and other filings that BioTime or BAC may make with the Securities and Exchange Commission. BioTime and BAC each disclaim any intent or obligation to update these forward-looking statements.
To receive ongoing BioTime corporate communications, please click on the following link to join our email alert list: phx.corporate-ir.net.
SOURCE: BioTime, Inc.
BioTime, Inc. Peter Garcia, 510-521-3390, ext. 367 Chief Financial Officer pgarcia@biotimemail.com or Judith Segall, 510-521-3390, ext. 301 jsegall@biotimemail.com |
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From: Savant | 12/3/2012 4:28:13 PM | | | | Geron Discontinues GRN1005 and Restructures to Focus on Imetelstat Development in Hematologic Malignancies and Solid Tumors with Short Telomeres
Company to Host Conference Call at 8:30 a.m. ET on Tuesday, December 4
MENLO PARK, Calif., December 3, 2012 - Geron Corporation ( GERN) today announced that the company has discontinued development of GRN1005, its peptide-drug conjugate designed to treat cancers in the brain. Going forward, the company will focus on the development of imetelstat, its telomerase inhibitor, in hematologic myeloid malignancies and in patients with solid tumors that have short telomeres. The company also announced a restructuring to reduce its workforce from 107 positions to 64 full-time positions, and to reduce its annual cash operating expenses from approximately $65 million in 2012 to approximately $33 million in 2013, which includes non-recurring costs of approximately $3 million associated with the restructuring and approximately $3 million for the discontinuation of clinical trials. The company expects to end 2012 with approximately $90 million in cash and investments.
Rationale for Discontinuing GRN1005 The decision to discontinue development of GRN1005 was made after the company completed a planned interim analysis for futility for GRABM-B, the company`s Phase 2 study in patients with brain metastases arising from breast cancer. This analysis showed that there were no confirmed intra-cranial responses, as determined by an Independent Review Facility, among the first 30 evaluable patients in the trial. Data from the analysis will be presented in a poster at the San Antonio Breast Cancer Symposium on December 6. In addition, the company is discontinuing GRABM-L, its Phase 2 study in patients with brain metastases arising from non-small cell lung cancer, because of the inability to successfully enroll the trial. Geron has provided to Angiochem, Inc. notice of termination of both the exclusive license agreement under which Geron received rights to GRN1005 and an associated research collaboration and option agreement.
"We are very disappointed that the results of the GRN1005 program fell short of our criteria for further development," said John A. Scarlett, M.D., Geron`s President and Chief Executive Officer. "Our immediate focus now is on the use of imetelstat in hematologic malignancies and solid tumors with short telomeres, which represent an opportunity for significant therapeutic advances and value creation."
Imetelstat Development in Hematologic Malignancies Geron will be reporting the results of a phase 2 study of single agent imetelstat in patients with essential thrombocythemia (ET) in an oral presentation at the American Society of Hematology annual meeting on December 9. The ET study was designed to provide proof-of-concept for the potential use of imetelstat as a treatment for various hematologic myeloid malignancies, including myelofibrosis, myelodysplastic syndromes and acute myelogenous leukemias. JAK2 mutations are quantified during the trial to evaluate the effect of the drug on the malignant progenitor cells driving the disease. The top-line results from 14 patients enrolled in this study, all of whom were refractory to or intolerant of conventional therapies, showed a hematologic response rate of 100% (with 93% of patients achieving a complete response) and a molecular response rate of 86% among the seven patients who had a JAK2 mutation. These hematologic and molecular response rates, which exceeded the company`s expectations, suggest a selective inhibition of the malignant progenitor cells responsible for the patients` malignancy, and therefore potential disease-modifying activity by imetelstat that may be applicable in other hematologic myeloid malignancies.
Based on these results, Dr. Ayalew Tefferi, M.D., at the Mayo Clinic has begun an investigator-sponsored pilot study to evaluate safety and efficacy of imetelstat in patients with myelofibrosis, a myeloproliferative neoplasm in the same spectrum of diseases as ET. For more information about this study, please refer to http://clinicaltrials.gov/ct2/show/NCT01731951. The company is in the initial planning stages of a Geron-sponsored Phase 3-enabling study in myelofibrosis, which will be informed, in part, by data from the Mayo Clinic study. In addition, Geron intends to expand its directed program of investigator-sponsored trials in 2013 to other hematologic myeloid indications, including acute myelogenous leukemias.
Imetelstat Development in Solid Tumors Associated with Short Telomeres Published non-clinical data have demonstrated that tumor cells with short telomeres are more sensitive to telomerase inhibition with imetelstat than tumor cells with longer telomeres. To evaluate this hypothesis clinically, Geron included a pre-specified sub-group analysis of results by tumor telomere length in its randomized Phase 2 trial of imetelstat in non-small cell lung cancer. In September 2012, Geron reported that an unplanned interim safety and efficacy analysis of the data from that trial suggested a modest but not statistically significant trend in progression-free survival in favor of the imetelstat treatment arm in the overall study population (hazard ratio = 0.78). However, the pre-specified sub-group analysis suggested that imetelstat-treated patients whose tumors had short telomeres at baseline experienced a clinically meaningful, statistically significant increase in progression-free survival compared to patients in the control arm (n = 19; hazard ratio = 0.32; p = 0.042), which was not observed in imetelstat-treated patients whose tumors had medium-to-long telomeres (n = 38; hazard ratio = 0.83; p = 0.62). The company expects to present the data from the full sub-group analysis at a scientific conference in 2013. The company is working on a refined assay to prospectively measure telomere length in individual patient tumor samples, which would be required if Geron conducts a Phase 3-enabling clinical study of the effect of imetelstat in patients with solid tumors that have short telomeres.
Management Changes In connection with the restructuring, Graham Cooper, the company`s Chief Financial Officer, will be leaving the company to pursue other opportunities. Olivia Bloom, currently Vice President of Finance, Chief Accounting Officer and Treasurer, will assume the role of Chief Financial Officer effective December 7.
In addition, Geron has appointed Craig C. Parker, as Senior Vice President, Corporate Development and as a member of the executive management team, effective immediately. Mr. Parker has over 25 years experience in the science and business of the biotechnology industry, and was most recently Senior Vice President, Strategy and Corporate Development at Human Genome Sciences, Inc., until its sale to Glaxo SmithKline in 2012.
"I sincerely thank Graham for his many contributions to Geron`s programs, and wish him success in his future ventures," commented Dr. Scarlett. "I look forward to working with Olivia in her new role, for which she is highly qualified based on her many years of outstanding performance at the company, and I welcome Craig, whose extensive experience in business development and strategic analysis will complement our current team."
Conference Call At 8:30 a.m. ET on December 4, 2012, Geron`s management will host a conference call to discuss the strategic realignment of the company.
Participants can access the conference call via telephone by dialing 866-713-8565 (U.S.); 617-597-5324 (international). The passcode is 32236649. A live audio-only webcast is also available at http://edge.media-server.com/m/p/t9tr3r34/lan/en. The audio webcast of the conference call will be available for replay approximately one hour following the live broadcast for 30 days.
About Geron
Geron is a biopharmaceutical company developing first-in-class therapies for cancer, including its telomerase inhibitor, imetelstat. For more information about Geron, visit www.geron.com |
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From: Savant | 12/10/2012 11:50:13 AM | | | | Geron presents positive results from Phase 2 study of imetelstat in essential thrombocythemia at the American Society of Hematology Annual Meeting Co announced positive clinical results from the Phase 2 trial of imetelstat, the company's first-in-class telomerase inhibitor, in patients with essential thrombocythemia (ET). The data, which showed rapid and durable hematologic and molecular responses in patients treated with imetelstat, were presented Sunday evening in an oral session at the 54th Annual Meeting of the American Society of Hematology in Atlanta, GA. The results from the first 14 patients enrolled in the ET study were reported. All were refractory to or intolerant of conventional therapies (hydroxyurea, anagrelide and/or interferon-alpha). Platelet counts were reduced in all patients (a 100% hematologic response rate) and normalized in 13 out of 14 patients (a 92.9% complete response rate). The allelic burden of the JAK2 V617F gene mutation decreased over time in the seven patients who had such a mutation, with substantial reductions that qualified as partial molecular responses achieved in six out of seven (85.7%) patients within three to six months of treatment with imetelstat. In the study, imetelstat was generally well tolerated. The majority of the non- hematologic adverse events were mild-to-moderate in severity, the most frequent being gastrointestinal events. |
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From: tktrimbath | 12/31/2012 10:59:23 PM | | | | My End of Year Review of GERN
INTRO Here's my semi-annual exercise to see if I remember why I own the stocks I own, and so I can check back and see if their stories have changed. I post in case it helps others too.
Geron GERN (market cap $0.184B) Geron is a leading edge biotech specializing in critical treatments for the big medical issues: organ replacement and repair, cancer treatment, and such via telomerase, stem cells, nuclear transfers, and some novel chemistry. I liked their approach. They have been bold enough to pursue some of the most powerful biological technologies that many talk about, but few act upon. Despite their boldness, they have been conservative and cogniscent of public perception and federal regulations. Such medical advances can create great companies, but are high risk, cost more, and require longer clinical trials. If successful, their technological advantages may be hard to replicate or compete against.
Sadly, 2012 seemed to be the year of cancelled clinical trials. Geron finally got out of the lab and into the patient population, but for a variety of reasons they were not as successful as they, or I, had hoped. Diversification is important in risky ventures, and fortunately Geron has had more than only technology to pursue. Unfortunately, the list seems dramatically reduced. Good news is still possible, and there has been some, but the stock price attests that the news hasn't been significant enough within the investment community.
Failure in one set of trials does not change the odds of the other trials. I must remind myself of that.
DISCLOSURE LTBH since 1999 and continuing to hold. I won't buy more because 1) I have no discretionary funds (ask my mortgage company) and because I may have enough stock if they succeed (in which case I can pay off my mortgage company). Unfortunately, I may have to sell if I can't find a job or sell my house. (I've also collected links to the other discussion boards and my other stocks over on my blog trimbathcreative.wordpress.com) |
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To: tktrimbath who wrote (3354) | 1/1/2013 1:35:41 AM | From: mcbio | | | I had pretty much left GERN for dead. But their data with imetelstat against essential thrombocythemia ( ir.geron.com ) has me rethinking. Per recent CC, they have almost 3 years of cash and they believe imetelstat works in diseases with short telomeres (this may include myelofibrosis, which they are expanding testing into). |
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From: Savant | 1/7/2013 10:40:34 AM | | | | BioTime Signs Definitive Agreement With Geron Regarding Stem Cell Assets
Investor Commits to $10 Million Financing
ALAMEDA, Calif., Jan 07, 2013 (BUSINESS WIRE) -- BioTime, Inc. (nyse mkt:BTX) and its recently formed subsidiary BioTime Acquisition Corporation (BAC) jointly announced today that they have entered into a definitive Asset Contribution Agreement with Geron Corporation (GERN) to acquire the intellectual property, including patents and patent applications, and other assets related to Geron's human embryonic stem (hES) cell programs consistent with the financial terms outlined in the letter of intent announced on November 15, 2012.
Under the definitive agreement, Geron will contribute to BAC intellectual property, certain cell lines and other assets, including the Phase 1 clinical trial of hES cell-derived oligodendrocytes in patients with acute spinal cord injury, and Geron's autologous cellular immunotherapy program. BioTime will contribute to BAC $5 million in cash, 8,902,077 BioTime common shares to be held by BAC, five-year warrants to purchase 8,000,000 common shares of BioTime at a price of $5.00 per share ("BioTime Warrants"), rights to use certain clinical grade hES cell lines, a sublicense to use certain patents for stem cell differentiation technology, and minority stakes in two of BioTime's subsidiaries, OrthoCyte Corporation and Cell Cure Neurosciences Ltd. BAC will also pay to Geron royalties on the sale of products that are commercialized, if any, in reliance upon Geron patents contributed or licensed to BAC. A private investor has also agreed to provide an equity investment of $5 million in BAC and a $5 million equity investment in BioTime in conjunction with the transaction.
Geron pioneered the field of regenerative medicine in the mid-1990s by organizing the first effort to isolate human embryonic stem (hES) cells. hES cells are early-stage stem cells that are capable of becoming all of the cell types in the human body, and therefore are widely recognized as a means of manufacturing cells that are potentially useful in regenerating tissue function for a wide array of degenerative diseases. Currently, Geron's hESC patent portfolio includes over 400 patents and patent applications that will be transferred or sublicensed to BAC. Geron obtained the first approval from the Food and Drug Administration for human clinical trials of a product manufactured from hES cells.
Geron's former hES cell programs included oligodendrocyte progenitor cells for central nervous system disorders, cardiomyocytes for heart disease, pancreatic islet cells for diabetes, dendritic cells as an immunotherapy vehicle, and chondrocytes for cartilage repair. BAC may pursue the development of therapeutic products from some or all of these cell types, depending upon a number of factors, including the expected cost of development, sufficiency of financing, the state of development of the technology acquired, regulatory considerations, anticipated market size, and competition from other companies in the applicable fields. BAC may also seek to develop other therapeutic products, taking into account the same or other applicable considerations.
"Our consistent goal at BioTime has been to consolidate the pluripotent stem cell technology platform," stated Michael West, Ph.D., Chief Executive Officer of BioTime, Inc. "With this contribution of assets, the combined intellectual property estate in the BioTime family of companies will be among the strongest in the field of Regenerative Medicine; establishing our leadership in the industry and advancing product development."
"We are excited about our approach toward consolidating the most important technologies in Regenerative Medicine," said Thomas Okarma, M.D., Ph.D., president and CEO of BAC. "Regenerative Medicine holds great promise for patients and now, with our significant collection of world class stem cell technologies, IP, and experienced management, we are positioned to help realize that promise."
Closing of the transactions under the definitive agreement is subject to certain negotiated closing conditions, including the registration of the BAC Series A common stock, the BioTime common shares contributed to BAC, and the BioTime Warrants under the Securities Act of 1933, as amended, and certain approvals by BioTime shareholders. The transaction is expected to close no later than September 30, 2013.
Upon closing of the transaction, Geron will receive BAC Series A common stock, and BioTime and the private investor will receive BAC Series B common stock in the transaction. The Series A and Series B common stock will be identical, except that BAC will be entitled to make certain distributions or pay dividends on its Series A common stock without making a distribution or paying a dividend on its Series B common stock.
Following the closing of the transaction, Geron will distribute on a pro rata basis to its stockholders the shares of BAC Series A common stock received in the transaction. Following that distribution by Geron, BAC will distribute on a pro rata basis to the holders of those shares the BioTime Warrants. The Series B common stock will be convertible into Series A common stock following the distribution of the BioTime Warrants.
Following these distributions, BioTime will own approximately 71.6%, Geron stockholders will own approximately 21.4%, and the private investor will own approximately 7.0%, of the outstanding BAC common stock. BioTime and the private investor will also receive warrants to purchase additional shares of BAC Series B common stock that would enable them to increase their collective ownership in BAC by approximately 2.2%, which would reduce the Geron stockholders' ownership in BAC to approximately 19.2%.
BAC plans to seek to list its Series A common stock, and BioTime intends to seek to list the BioTime Warrants, on a national securities exchange.
In anticipation of use by BAC, BioTime is entering into a three-year lease of an office and research facility in Menlo Park, Calif.
In a separate and related transaction, BioTime and BAC have each entered into Stock and Warrant Purchase Agreements with a private investor to provide each company with $5 million in equity financing. Under the terms of the BioTime agreement, the investor will invest $5 million in BioTime by purchasing an aggregate of 1,350,000 BioTime common shares at a purchase price of approximately $3.70 per share and warrants to purchase 650,000 additional BioTime common shares with an exercise price of $5.00 per share and a three year term. The shares and warrants will be sold to the investor in two tranches. In the first tranche, the investor will purchase 540,000 BioTime common shares and warrants to purchase approximately 260,000 BioTime common shares for $2 million subject to the conditions of the Stock and Warrant Purchase Agreement. The second BioTime investment tranche of $3 million will be funded in conjunction with the closing of the stem cell asset transaction with Geron. Closing of the second tranche of the share and warrant purchase is subject to certain additional conditions; these conditions include the closing of the stem cell asset transaction. This $5 million investment will be used to fund BioTime's $5 million cash contribution to BAC.
Under the terms of its Stock Purchase Agreement with BAC, the investor will contribute $5 million in cash to BAC in exchange for 2,136,000 shares of BAC Series B common stock that, upon issuance, will represent approximately 7% of the BAC common stock outstanding at the closing, plus warrants to purchase approximately 350,000 additional shares of BAC Series B common stock at an exercise price of $5.00 per share, with a three year term. Closing of the financing in BAC will occur in conjunction with the closing of the stem cell asset transaction with Geron, and is subject to certain conditions, including the closing of the stem cell asset transaction.
Kaye Scholer LLP and Thompson, Welch, Soroko & Gilbert LLP are acting as legal counsel to BioTime in connection with the transaction.
Additional Information and Where to Find It
All parties desiring details regarding the transaction are urged to review the definitive agreement when it is available on the Securities and Exchange Commission's (the "SEC's") website at sec.gov. In connection with the proposed transaction, BioTime will file with the SEC a proxy statement, and plans to file with the SEC other documents regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER FILED DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Shareholders will be able to obtain a free-of-charge copy of the proxy statement and other relevant documents (when available) filed with the SEC from the SEC's website at sec.gov. Shareholders will also be able to obtain a free-of-charge copy of the proxy statement and other relevant documents (when available) by directing a request by mail or email to BioTime's Chief Financial Officer at 1301 Harbor Bay Parkway, Alameda, California 94502 or pgarcia@biotimemail.com. BioTime and Geron and certain of their respective directors and executive officers may, under the rules of the SEC, be deemed to be "participants" in the solicitation of proxies from shareholders of BioTime in favor of the share issuance and other proposals in connection with the proposed transaction. Information regarding BioTime's directors and executive officers is contained in BioTime's definitive proxy statement filed with the SEC on April 30, 2012. Information about Geron's directors and executive officers is set forth in Geron's proxy statement for its 2012 Annual Meeting of Stockholders, which was filed with the SEC on April 24, 2012. The proxy statement and other relevant documents (when available) filed with the SEC are available free of charge with the SEC are available free of charge at the SEC's website at sec.gov, and from Geron by contacting Investor Relations by mail at Geron Corporation, 149 Commonwealth Drive, Suite 2070, Menlo Park, California 94025, Attn: Investor Relations Department, or by going to Geron's Investor Relations page on its corporate website at geron.com. Additional information regarding the interests of such potential participants will be included in the proxy statement and the other relevant documents filed with the SEC (when available).
This communication is for informational purposes only and does not constitute an offer to sell any BAC common stock or warrants or any BioTime common shares or warrants or a solicitation of any vote or approval, nor is it a substitute for a prospectus that may be included in a registration statement that may be filed by BAC or BioTime with the SEC under the Securities Act with respect to the proposed transaction, or a proxy statement that will be provided to BioTime shareholders. BioTime and BAC are not offering to sell, or soliciting an offer to buy, any securities in any state where the offer or sale is not permitted.
About BioTime, Inc.
BioTime, headquartered in Alameda, Calif., is a biotechnology company focused on regenerative medicine and blood plasma volume expanders. Its broad platform of stem cell technologies is enhanced through subsidiaries focused on specific fields of application. BioTime develops and markets research products in the fields of stem cells and regenerative medicine, including a wide array of proprietary PureStem(TM) cell lines, HyStem(R) hydrogels, culture media, and differentiation kits. BioTime is developing Renevia(TM) (formerly known as HyStem(R)-Rx), a biocompatible, implantable hyaluronan and collagen-based matrix for cell delivery in human clinical applications. BioTime's therapeutic product development strategy is pursued through subsidiaries that focus on specific organ systems and related diseases for which there is a high unmet medical need. BioTime's majority owned subsidiary Cell Cure Neurosciences Ltd. is developing therapeutic products derived from stem cells for the treatment of retinal and neural degenerative diseases. BioTime's subsidiary OrthoCyte Corporation is developing therapeutic applications of stem cells to treat orthopedic diseases and injuries. Another subsidiary, OncoCyte Corporation, focuses on the diagnostic and therapeutic applications of stem cell technology in cancer, including the diagnostic product PanC-Dx(TM) currently being developed for the detection of cancer in blood samples. ReCyte Therapeutics, Inc. is developing applications of BioTime's proprietary induced pluripotent stem cell technology to reverse the developmental aging of human cells to treat cardiovascular and blood cell diseases. BioTime's subsidiary LifeMap Sciences, Inc., markets GeneCards(R), the leading human gene database, and has developed an integrated database suite to complement GeneCards(R) that includes the LifeMap Discovery(TM) database of embryonic development, stem cell research and regenerative medicine, and MalaCards, the human disease database. LifeMap is also marketing BioTime research products. BioTime's lead product, Hextend(R), is a blood plasma volume expander manufactured and distributed in the U.S. by Hospira, Inc., and in South Korea by CJ CheilJedang Corporation under exclusive licensing agreements. Additional information about BioTime can be found on the web at biotimeinc.com.
About BioTime Acquisition Corporation
BioTime Acquisition Corporation is a newly formed wholly owned subsidiary of BioTime, Inc., through which BioTime plans to pursue opportunities and acquire assets and businesses in the fields of stem cells and regenerative medicine.
BioTime Forward-Looking Statements
Any statements that are not historical fact (including, but not limited to statements that contain words such as "will," "believes," "plans," "anticipates," "expects," "estimates") should also be considered to be forward-looking statements. Statements in this press release regarding BioTime or BAC's plans, expectations or timing relating to BAC's acquisition of the stem cell assets and related transactions are forward-looking statements and these statements involve risks and uncertainties, including, without limitation, the ability of the parties to close the transaction in a timely manner or at all, the possibility that conditions to closing of the proposed transaction, including the approval of BioTime's shareholders, and the effectiveness of registration statements to be filed by BioTime and BAC with the SEC, may not be satisfied, as well as risks inherent in the development and/or commercialization of potential products, uncertainty in the results of clinical trials or regulatory approvals, need and ability to obtain future capital, and maintenance of intellectual property rights. Additional factors that could cause actual results to differ materially from the results anticipated in these forward-looking statements are contained in BioTime's periodic reports filed with the SEC under the heading "Risk Factors" and and other filings that BioTime or BAC may make with the SEC. Undue reliance should not be placed on these forward-looking statements which speak only as of the date they are made, and the facts and assumptions underlying these statements may change. Except as required by law, BioTime and BAC each disclaims any intent or obligation to update these forward-looking statements.
To receive ongoing BioTime corporate communications, please click on the following link to join our email alert list: phx.corporate-ir.net.
SOURCE: BioTime, Inc.
BioTime, Inc. Peter Garcia, 510-521-3390, ext. 367 Chief Financial Officer pgarcia@biotimemail.com or Judith Segall, 510-521-3390, ext. 301 jsegall@biotimemail.com |
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From: Savant | 2/1/2013 1:52:06 AM | | | | RT... LifeMap Sciences, a Subsidiary of BioTime, Announces Publication of Research Report Describing Non-Redundant Compendium of Human Non-Coding RNA Authored by GeneCards(R) Scientists
Report shows the existence of a^ 1/480,000 human non-redundant non-coding RNAs covering 71% of the human genome, slightly less than the ENCODE prediction of 80%
ALAMEDA, Calif., Jan 30, 2013 (BUSINESS WIRE) -- LifeMap Sciences, Inc., a subsidiary of BioTime, Inc. (nyse mkt:BTX), announced today the publication of a paper authored by a research group under the supervision of Prof. Doron Lancet from the Department of Molecular Genetics at the Weizmann Institute of Science describing the analysis and display of a non-redundant compendium of human non-coding RNA genes, which was made available as part of GeneCards(R) Version 3.09, released November 18, 2012. LifeMap Sciences holds the exclusive worldwide license to market GeneCards(R) from Yeda Research and Development Company Ltd., the commercial arm of the Weizmann Institute of Science.
Non-coding RNA (ncRNA) genes are increasingly acknowledged for their importance in the human genome, and are implicated in various disease processes. Therefore they are of interest to many academic and industry researchers in various biomedical fields, and to biotechnology and pharmaceutical companies engaged in discovery and development of diagnostic and therapeutic products. The ENCODE project Click for Detail, launched in 2003 has recently predicted that ~80% of all genomic territories are transcribed in one fashion or another. In the GeneCards(R) publication, in the journal Bioinformatics Click for Detail, the scientists leveraged the effective platform of GeneCards(R) to unify all ncRNA gene entries obtained from 15 different primary data sources. Overlapping entries were clustered to unified locations based on an algorithm employing genomic coordinates, resulting in a a^ 1/45-fold increase, to a total of a^ 1/480,000 human non-redundant ncRNAs, belonging to 14 classes. The total genome territory covered is 71% of the human genome, slightly less than the ENCODE prediction. This difference may be due to dataset input and computation discrepancies or may represent ncRNA genes still awaiting identification and characterization.
GeneCards(R) is a comprehensive online database that provides concise genomic information on all known and predicted human genes. With over 12 million page visits per year from hundreds of thousands of unique users worldwide, GeneCards(R) is accessed by professionals in academia, research hospitals, patent offices, and leading biotech and pharma companies. GeneCards(R) was developed, and is continuously enhanced by ongoing research, by the bioinformatics team at the Department of Molecular Genetics at the Weizmann Institute of Science in Israel, with principal investigator Professor Doron Lancet, head of the Crown Human Genome Center, and team leader Marilyn Safran.
"It is wonderful to see how GeneCards(R) allowed us to overcome the great obstacles of grand unification of ncRNA genes. This allows scientists to make discoveries on biological and disease-related roles for genes belonging to this newly open vista of the human genome," said Professor Doron Lancet, Ph.D., The Ralph D. and Lois R. Silver Professor of Human Genomics, at the Weizmann Institute of Science.
"The addition of detailed annotated ncRNAs information, while providing the big picture on ncRNAs is a significant addition to GeneCards(R)," stated Yaron Guan-Golan, Head of Marketing at LifeMap Sciences. "We have already seen substantial interest from companies and academic users to access this new information for their research and product discovery efforts. We believe that this new information, and the synergies between GeneCards(R), MalaCards, and LifeMap Discovery(TM) will significantly enhance basic research, and contribute greatly to the discovery and development of novel diagnostic and therapeutic products and technologies."
About LifeMap Sciences, Inc. |
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From: Savant | 2/1/2013 1:53:02 AM | | | | RT...BioTime's Subsidiary OncoCyte Corporation Provides an Update on the Development of the Novel Pan-Cancer Diagnostic Product PanC-Dx(TM)
Multi-center clinical study of a blood-based diagnostic test for the early detection of cancer planned for 2013
ALAMEDA, Calif., Jan 31, 2013 (BUSINESS WIRE) -- BioTime, Inc. (nyse mkt:BTX) and BioTime's subsidiary OncoCyte Corporation provided an update on the progress of development of PanC-Dx(TM), a novel blood-based diagnostic test utilizing molecular markers discovered at BioTime and OncoCyte designed to detect the presence of various human cancers, including cancers of the breast, lung, bladder, uterus, stomach, and colon. By facilitating early, non-invasive cancer detection, PanC-Dx(TM) could lead to more successful therapeutic outcomes through earlier diagnosis and treatment. This diagnostic test could also reduce the cost of cancer monitoring and increase the availability of affordable cancer screening worldwide. OncoCyte first announced the development of PanC-Dx(TM) during December 2011 and last provided a progress update in March 2012. In addition to this update, OncoCyte intends to release additional information regarding the progress of PanC-Dx(TM) development throughout 2013.
OncoCyte's plans for 2013 include the initiation of a clinical study focused on breast cancer screening at a group of leading cancer research institutions. OncoCyte has been developing, characterizing, and manufacturing monoclonal antibodies in preparation for the initiation of the clinical study and is currently working with a select group of cancer researchers to design the trial and select the study sites. If its laboratory findings are validated in clinical trials, PanC-Dx(TM) may be used as a simple, routine blood test that could be performed in women of any age at any desired frequency to detect breast cancer with as much if not better accuracy and with less cost than a conventional mammogram.
OncoCyte has achieved several key advances in the past year, including:
-- Completion of the development and characterization of over 50 proprietary, patent pending, monoclonal antibodies targeting 7 novel cancer antigens. OncoCyte's findings show a significant elevation of these antigens in the blood of cancer patients when compared to healthy control patients;
-- Initiation of validation studies of ELISA assays in order to demonstrate high-sensitivity detection of target antigens using proprietary monoclonal antibodies;
-- Completion of large-scale manufacturing of 11 proprietary monoclonal antibodies;
-- Initiation of prototype development for a second detection format (solid phase ELISA point of care testing) through a collaborative development agreement; and
-- Initiation of clinical trial protocol design analysis in consultation with key opinion leaders and outside diagnostic experts.
Key goals for 2013 will be:
-- Completion of validation of our proprietary ELISAs in our patient sample dataset;
-- Formalization of additional relationships with key opinion leaders at major medical institutions;
-- Institutional review board (IRB) approval and initiation of a large, prospective multicenter patient study at leading breast cancer institutions;
-- Presentation of key findings at major oncology-related scientific conferences; and
-- Submission of manuscripts to peer-reviewed scientific journals for publication.
Based on large unmet need, market size, and data generated thus far from patient sera screening, OncoCyte is initially focusing its efforts on biomarkers associated with breast cancer. The apparent high correlation of certain combinations of biomarkers in breast cancer has made this indication an attractive initial target. If clinical trials are successful, OncoCyte intends to launch PanC-Dx(TM) as an in vitro diagnostic (IVD) in Europe, potentially commencing in 2014, before seeking FDA approval required to market PanC-Dx(TM) in the United States. Some CLIA-certified clinical laboratories may choose to offer PanC-Dx(TM) on a limited basis prior to EU and FDA approval.
"OncoCyte has made substantial progress in the development of PanC-Dx(TM) since our last update in March of 2012," said Joseph Wagner, Ph.D., CEO of OncoCyte. "Most importantly, we have developed and characterized a large repertoire of proprietary monoclonal antibodies to a set of breast cancer-related protein markers that we have identified and validated over the last few years. OncoCyte has filed patent applications on these novel, unique markers that we believe are early indicators of the presence of breast cancer. We have manufactured substantial quantities of a subset of these proprietary antibodies that show the greatest promise and we are currently assembling ELISA-format assays. Once we have completed the validation of these assays and our clinical trial design work, we intend on initiating a large, multicenter clinical trial later this year."
"There is a great need for rapidly deployed, effective screens to identify a wide array of human cancers at their earliest stages. A blood-based test with superior accuracy designed to detect breast cancer at early stages would have a substantial impact in the women's health community," said Dr. Andrew von Eschenbach, former Director of the U.S. National Cancer Institute and former U.S. Food and Drug Administration Commissioner. Dr. von Eschenbach, a specialist in urological cancer, is a member of the BioTime and OncoCyte boards of directors. "Early detection remains our current best hope for achieving cures. Therefore, the development of more accurate diagnostics and screens for all major cancer types should be a national priority."
Michael West, Ph.D., CEO of BioTime added, "We are pleased with the deep insights into cancer biology generated by this discovery effort. These discoveries were the direct outcome of the broad regenerative medicine and bioinformatics platform that has been built at the BioTime family of companies and demonstrates the breadth of potential applications of our technology. Besides leading to novel diagnostics, these new insights may point the way to future therapeutic strategies to target and destroy cancer cells while leaving normal tissue intact."
About BioTime, Inc.
BioTime, headquartered in Alameda, California, is a biotechnology company focused on regenerative medicine and blood plasma volume expanders. Its broad platform of stem cell technologies is enhanced through subsidiaries focused on specific fields of application. BioTime develops and markets research products in the fields of stem cells and regenerative medicine, including a wide array of proprietary PureStem(TM) cell lines, HyStem(R) hydrogels, culture media, and differentiation kits. BioTime is developing Renevia(TM) (formerly known as HyStem(R)-Rx), a biocompatible, implantable hyaluronan and collagen-based matrix for cell delivery in human clinical applications. BioTime's therapeutic product development strategy is pursued through subsidiaries that focus on specific organ systems and related diseases for which there is a high unmet medical need. BioTime's majority owned subsidiary Cell Cure Neurosciences Ltd. is developing therapeutic products derived from stem cells for the treatment of retinal and neural degenerative diseases. BioTime's subsidiary OrthoCyte Corporation is developing therapeutic applications of stem cells to treat orthopedic diseases and injuries. Another subsidiary, OncoCyte Corporation, focuses on the diagnostic and therapeutic applications of stem cell technology in cancer, including the diagnostic product PanC-Dx(TM) currently being developed for the detection of cancer in blood samples. ReCyte Therapeutics, Inc. is developing applications of BioTime's proprietary induced pluripotent stem cell technology to reverse the developmental aging of human cells to treat cardiovascular and blood cell diseases. BioTime's subsidiary LifeMap Sciences, Inc. markets GeneCards(R), the leading human gene database, as part of an integrated database suite that also includes the LifeMap Discovery(TM) database of embryonic development, stem cell research and regenerative medicine, and MalaCards, the human disease database. LifeMap Sciences also markets BioTime research products and PanDaTox, an innovative, recently developed, searchable database that can aid in the discovery of new antibiotics and biotechnologically beneficial products. BioTime Acquisition Corporation is a new subsidiary being used to acquire the stem cell assets of Geron Corporation, including patents and other intellectual property, biological materials, reagents and equipment for the development of new therapeutic products for regenerative medicine. BioTime's lead product, Hextend(R), is a blood plasma volume expander manufactured and distributed in the U.S. by Hospira, Inc. and in South Korea by CJ CheilJedang Corporation under exclusive licensing agreements. Additional information about BioTime can be found on the web at biotimeinc.com.
About OncoCyte Corporation
OncoCyte Corporation is a majority-owned subsidiary of BioTime, Inc. OncoCyte's mission is to develop novel products for the diagnosis and treatment of cancer in order to improve both the quality and length of life of cancer patients. OncoCyte's molecular diagnostics division is developing products for earlier detection of a variety of cancers. In addition to its diagnostic product line, OncoCyte is developing cellular therapies to treat cancer based on the unique biology of vascular precursor cells. The goal of OncoCyte's therapeutic research efforts is to derive vascular cells that can be engineered to deliver a toxic payload to the developing blood vessels of a malignant tumor to destroy the tumor without killing nearby normal tissues in the body. Additional information on OncoCyte can be found on the web at oncocyte.com.
Forward-Looking Statements
Statements pertaining to future financial and/or operating results, future growth in research, technology, clinical development, and potential opportunities for BioTime and its subsidiaries, along with other statements about the future expectations, beliefs, goals, plans, or prospects expressed by management constitute forward-looking statements. Any statements that are not historical fact (including, but not limited to statements that contain words such as "will," "believes," "plans," "anticipates," "expects," "estimates") should also be considered to be forward-looking statements. Forward-looking statements involve risks and uncertainties, including, without limitation, risks inherent in the development and/or commercialization of potential products, uncertainty in the results of clinical trials or regulatory approvals, need and ability to obtain future capital, and maintenance of intellectual property rights. Actual results may differ materially from the results anticipated in these forward-looking statements and as such should be evaluated together with the many uncertainties that affect the business of BioTime and its subsidiaries, particularly those mentioned in the cautionary statements found in BioTime's Securities and Exchange Commission filings. BioTime disclaims any intent or obligation to update these forward-looking statements.
To receive ongoing BioTime corporate communications, please click on the following link to join our email alert list: phx.corporate-ir.net
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SOURCE: BioTime, Inc.
BioTime, Inc. Peter Garcia, 510-521-3390, ext 367 Chief Financial Officer pgarcia@biotimemail.com Judith Segall, 510-521-3390, ext 301 jsegall@biotimemail.com |
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