Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 06, 2019 | |
LifeMap Solutions, Inc [Member] | ||
Entity Registrant Name | BIOTIME INC | |
Entity Central Index Key | 0000876343 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 149,642,861 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 8,210 | $ 23,587 | |
Marketable equity securities | 8,477 | 7,154 | |
Trade accounts and grants receivable, net | 1,671 | 767 | |
Receivables from affiliates, net (Note 10) | 2,112 | ||
Prepaid expenses and other current assets | 2,101 | 2,738 | |
Total current assets | 20,459 | 36,358 | |
NONCURRENT ASSETS | |||
Property and equipment, net | 8,720 | 5,835 | |
Deposits and other long-term assets | 815 | 505 | |
Promissory note from Juvenescence (Note 5) | 22,860 | 22,104 | |
Goodwill | [1] | 12,977 | |
Intangible assets, net | 49,321 | 3,125 | |
TOTAL ASSETS | 151,691 | 101,660 | |
CURRENT LIABILITIES | |||
Accounts payable and accrued liabilities | 6,859 | 6,463 | |
Financing lease and right of use lease liabilities, current portion | 956 | 237 | |
Promissory notes, current portion | 70 | ||
Deferred grant revenue | 44 | 42 | |
Total current liabilities | 7,859 | 6,812 | |
LONG-TERM LIABILITIES | |||
Deferred tax liability | 7,334 | ||
Deferred revenues, net of current portion | 200 | ||
Deferred rent liabilities, net of current portion | 244 | ||
Right-of-use lease liability, net of current portion | 3,825 | 1,854 | |
Financing lease, net of current portion | 93 | 104 | |
Liability classified warrants, net of current portion, and other long-term liabilities | 621 | 400 | |
TOTAL LIABILITIES | 19,932 | 9,414 | |
Commitments and contingencies (Note 15) | |||
SHAREHOLDERS' EQUITY | |||
Preferred shares, no par value, authorized 2,000 shares; none issued and outstanding as of June 30, 2019 and December 31, 2018 | |||
Common shares, no par value, 250,000 shares authorized; 149,643 shares issued and outstanding as of June 30, 2019 and 127,136 shares issued and outstanding as of December 31, 2018 | 385,615 | 354,270 | |
Accumulated other comprehensive income | 207 | 1,426 | |
Accumulated deficit | (252,435) | (261,856) | |
BioTime, Inc. shareholders' equity | 133,387 | 93,840 | |
Noncontrolling interest (deficit) | (1,628) | (1,594) | |
Total shareholders' equity | 131,759 | 92,246 | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 151,691 | 101,660 | |
OncoCyte Corporation [Member] | |||
NONCURRENT ASSETS | |||
Equity method investment | 36,539 | 20,250 | |
Asterias Biotherapeutics [Member] | |||
NONCURRENT ASSETS | |||
Equity method investment | $ 13,483 | ||
[1] | Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed in the Asterias Merger (see Note 3). |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, no par value | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, no par value | ||
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 149,643,000 | 127,136,000 |
Common stock, shares outstanding | 149,643,000 | 127,136,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
REVENUES: | ||||
Grant revenue | $ 529 | $ 1,941 | $ 1,278 | $ 2,266 |
Royalties from product sales and license fees | 140 | 91 | 226 | 227 |
Subscription and advertisement revenues | 333 | 572 | ||
Sale of research products and services | 110 | 182 | 203 | 182 |
Total revenues | 779 | 2,547 | 1,707 | 3,247 |
Cost of sales | (107) | (106) | (175) | (215) |
Gross profit | 672 | 2,441 | 1,532 | 3,032 |
OPERATING EXPENSES: | ||||
Research and development | 5,235 | 6,358 | 10,196 | 12,293 |
Acquired in-process research and development | 800 | |||
General and administrative | 6,258 | 5,227 | 14,918 | 11,163 |
Total operating expenses | 11,493 | 11,585 | 25,114 | 24,256 |
Loss from operations | (10,821) | (9,144) | (23,582) | (21,224) |
OTHER INCOME/(EXPENSES): | ||||
Interest income, net | 437 | 52 | 879 | 105 |
Gain on sale of equity method investment in Ascendance | 3,215 | |||
Unrealized (loss) gain on marketable equity securities | (607) | 397 | 1,324 | 612 |
Unrealized gain on warrant liability | 234 | 460 | 271 | 351 |
Other (expense) income, net | 882 | (839) | 1,688 | (1,014) |
Total other (expense) income, net | (20,479) | 4,498 | 27,194 | (47,120) |
(LOSS)/INCOME BEFORE INCOME TAXES | (31,300) | (4,646) | 3,612 | (68,344) |
Deferred income tax benefit | 1,248 | 5,632 | ||
NET (LOSS)/INCOME | (30,052) | (4,646) | 9,244 | (68,344) |
Net loss attributable to noncontrolling interest | 20 | 431 | 34 | 581 |
NET (LOSS)/INCOME ATTRIBUTABLE TO BIOTIME, INC. | $ (30,032) | $ (4,215) | $ 9,278 | $ (67,763) |
NET (LOSS)/INCOME PER COMMON SHARE: | ||||
BASIC | $ (0.20) | $ (0.03) | $ 0.07 | $ (0.53) |
DILUTED | $ (0.20) | $ (0.03) | $ 0.07 | $ (0.53) |
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING: | ||||
BASIC | 149,582,000 | 126,873,000 | 141,270,000 | 126,871,000 |
DILUTED | 149,582,000 | 126,873,000 | 141,270,000 | 126,871,000 |
OncoCyte Corporation [Member] | ||||
OTHER INCOME/(EXPENSES): | ||||
(Loss) gain on equity method investment | $ (21,425) | $ 6,603 | $ 16,288 | $ (30,816) |
Asterias Biotherapeutics [Member] | ||||
OTHER INCOME/(EXPENSES): | ||||
(Loss) gain on equity method investment | $ (2,175) | $ 6,744 | $ (19,573) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income/(Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
NET (LOSS)/INCOME | $ (30,052) | $ (4,646) | $ 9,244 | $ (68,344) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustment, net of tax | (487) | 884 | (1,219) | 959 |
COMPREHENSIVE (LOSS)/INCOME | (30,539) | (3,762) | 8,025 | (67,385) |
Less: Comprehensive loss attributable to noncontrolling interest | 20 | 431 | 34 | 581 |
COMPREHENSIVE (LOSS)/INCOME ATTRIBUTABLE TO BIOTIME, INC. COMMON STHAREHOLDERS | $ (30,519) | $ (3,331) | $ 8,059 | $ (66,804) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income/(loss) attributable to BioTime, Inc. | $ (30,032) | $ (4,215) | $ 9,278 | $ (67,763) |
Net loss allocable to noncontrolling interest | (20) | (431) | (34) | (581) |
Adjustments to reconcile net income (loss) attributable to BioTime, Inc. to net cash used in operating activities: | ||||
Gain on sale of equity method investment in Ascendance | (3,215) | |||
Acquired in-process research and development | 800 | |||
Unrealized gain on marketable equity securities | 607 | (397) | (1,324) | (612) |
Deferred income tax benefit | (1,248) | (5,632) | ||
Depreciation expense, including amortization of leasehold improvements | 244 | 279 | 513 | 560 |
Amortization of right-of-use asset | 27 | |||
Amortization of intangible assets | 992 | 1,164 | ||
Stock-based compensation | 762 | 1,103 | 2,202 | 2,087 |
Change in fair value of liability classified warrants | (271) | (351) | ||
Foreign currency remeasurement and other (gain) loss | (1,461) | 1,137 | ||
Changes in operating assets and liabilities: | ||||
Accounts and grants receivable, net | (863) | (868) | ||
Accrued interest receivable | (756) | |||
Receivables from affiliates, net of payables | 2,185 | 180 | ||
Prepaid expenses and other current assets | (1) | (259) | ||
Accounts payable and accrued liabilities | (804) | (336) | ||
Deferred revenue and other liabilities | (70) | |||
Net cash used in operating activities | (18,981) | (17,738) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Proceeds from the sale of equity method investment in Ascendance | 3,215 | |||
Purchase of in-process research and development | (800) | |||
Cash and cash equivalents acquired in the Asterias Merger | 3,117 | |||
Purchase of equipment and other assets | (364) | (237) | ||
Security deposit paid and other | (1) | (8) | ||
Net cash provided by investing activities | 2,752 | 2,170 | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Common shares received and retired for employee taxes paid | (77) | (13) | ||
Reimbursement from landlord on tenant improvements | 744 | |||
Repayment of principal portion of promissory notes | (70) | |||
Proceeds from sale of common shares of subsidiary | 5,000 | |||
Proceeds from sale of subsidiary warrants | (40) | 737 | ||
Repayment of financing lease liabilities | (14) | (151) | ||
Payment to repurchase subsidiary shares | (38) | |||
Net cash provided by financing activities | 543 | 5,535 | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 83 | (21) | ||
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (15,603) | (10,054) | ||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: At beginning of the period | 24,399 | 37,685 | ||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: At end of the period | 8,796 | 27,631 | 8,796 | 27,631 |
OncoCyte Corporation [Member] | ||||
Adjustments to reconcile net income (loss) attributable to BioTime, Inc. to net cash used in operating activities: | ||||
Unrealized (gain) loss on equity method investment | 21,425 | (6,603) | (16,288) | 30,816 |
Asterias Biotherapeutics [Member] | ||||
Adjustments to reconcile net income (loss) attributable to BioTime, Inc. to net cash used in operating activities: | ||||
Unrealized (gain) loss on equity method investment | $ 2,175 | $ (6,744) | $ 19,573 |
Organization and Business Overv
Organization and Business Overview | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Overview | 1. Organization and Business Overview BioTime is a clinical-stage biotechnology company developing novel cell therapies for unmet medical needs. Our current focus is on therapies for degenerative retinal diseases, neurological conditions associated with demyelination, and aiding the body in detecting and combating cancer. BioTime’s programs are based on its proprietary cell-based therapy platform and associated development and manufacturing capabilities. With this platform BioTime develops and manufactures specialized, terminally-differentiated human cells from its pluripotent and progenitor cell starting materials. These differentiated cells are developed either to replace or support cells that are dysfunctional or absent due to degenerative disease or traumatic injury, or administered as a means of helping the body mount an effective immune response to cancer. BioTime has three cell therapy programs in clinical development: ● OpRegen ® ● OPC1 ● VAC2 BioTime also has cell/drug delivery programs that are based upon its proprietary HyStem ® HyStem BioTime is also enabling early-stage programs in other new technologies through its own research programs. Asterias Merger On November 7, 2018, BioTime, Asterias and Patrick Merger Sub, Inc., a wholly owned subsidiary of BioTime (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) whereby BioTime agreed to acquire all of the outstanding common stock of Asterias in a stock-for-stock transaction (the “Asterias Merger”). On March 7, 2019, the shareholders of each of BioTime and Asterias approved the Merger Agreement. Prior to the consummation of the Merger Agreement, BioTime owned approximately 38% of Asterias’ issued and outstanding common stock and accounted for Asterias as an equity method investment. On March 8, 2019, the Asterias merger closed with Asterias surviving as a wholly owned subsidiary of BioTime. The former stockholders of Asterias (other than BioTime) received 0.71 shares of BioTime common stock for every share of Asterias common stock they owned. BioTime issued 24,695,898 shares of common stock, including 58,085 shares issued in respect of restricted stock units issued by Asterias that immediately vested in connection with the closing of the Asterias Merger. The aggregate dollar value of such shares, based on the closing price of BioTime common stock on March 8, 2019, was $32.4 million. BioTime also assumed warrants to purchase shares of Asterias common stock. The Asterias Merger has been accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations See Note 3 for a full discussion of the Asterias Merger. Investment in OncoCyte BioTime has significant equity holdings in OncoCyte Corporation (“OncoCyte”), a publicly traded company, which BioTime founded and, in the past, was a majority-owned consolidated subsidiary. OncoCyte (NYSE American: OCX) is developing confirmatory diagnostic tests for lung cancer utilizing novel liquid biopsy technology. As of June 30, 2019, BioTime owned 14.7 million shares of OncoCyte common stock, or 28% of its outstanding shares (see Note 16). |
Basis of Presentation, Liquidit
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies | 2. Basis of Presentation, Liquidity and Summary of Significant Accounting Policies The unaudited condensed consolidated interim financial statements presented herein, and discussed below, have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. In accordance with those rules and regulations certain information and footnote disclosures normally included in comprehensive consolidated financial statements have been condensed or omitted. The condensed consolidated balance sheet as of December 31, 2018 was derived from the audited consolidated financial statements at that date, but does not include all the information and footnotes required by GAAP. These condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in BioTime’s Annual Report on Form 10-K for the year ended December 31, 2018. The accompanying condensed consolidated interim financial statements, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of BioTime’s financial condition and results of operations. The condensed consolidated results of operations are not necessarily indicative of the results to be expected for any other interim period or for the entire year. Principles of consolidation BioTime’s condensed consolidated interim financial statements include the accounts of its subsidiaries. The following table reflects BioTime’s ownership, directly or through one or more subsidiaries, of the outstanding shares of its operating subsidiaries as of June 30, 2019. Subsidiary Field of Business BioTime Country Asterias BioTherapeutics, Inc. Cell therapy clinical development programs in spinal cord injury and oncology 100% USA Cell Cure Neurosciences Ltd. (“Cell Cure”) Products to treat age-related macular degeneration 99% (1) Israel ES Cell International Pte. Ltd. (“ESI”) Stem cell products for research, including clinical grade cell lines produced under cGMP 100% Singapore OrthoCyte Corporation (“OrthoCyte”) Developing bone grafting products for orthopedic diseases and injuries 99.8% USA (1) For the three and six months ended June 30, 2018, BioTime’s unaudited consolidated results include AgeX’s consolidated results for the full period presented. As a result of the AgeX Deconsolidation, beginning on August 30, 2018 (a) AgeX’s consolidated financial statements and consolidated results are no longer a part of BioTime’s condensed consolidated interim financial statements and results, and (b) the fair value of AgeX common stock held by BioTime is now reflected on BioTime’s condensed consolidated balance sheet and the changes in the fair value of those shares during the applicable reporting period are reflected as gains or losses in BioTime’s condensed consolidated statements of operations included in other income and expenses, net. All material intercompany accounts and transactions have been eliminated in consolidation. As of June 30, 2019, BioTime consolidated its direct and indirect wholly owned or majority-owned subsidiaries because BioTime has the ability to control their operating and financial decisions and policies through its ownership, and the noncontrolling interest is reflected as a separate element of shareholders’ equity on BioTime’s consolidated balance sheets. Liquidity Since inception, BioTime has incurred significant operating losses and has funded its operations primarily through the issuance of equity securities, sale of common stock of AgeX, a former subsidiary, receipt of research grants, royalties from product sales, license revenues and sales of research products. Additionally, BioTime raised $4.2 million in a sale of a portion of its OncoCyte holdings and $1.2 million in sales of a portion of its Hadasit Bio-Holdings Ltd. (“Hadasit”) holdings in July 2019 (see Note 16). At June 30, 2019, BioTime had an accumulated deficit of approximately $252.4 million, working capital of $12.6 million and shareholders’ equity of $131.8 million. BioTime has evaluated its projected cash flows and believes that its $16.7 million of cash, cash equivalents and marketable equity securities at June 30, 2019, plus the $4.2 million in net proceeds from the sale of OncoCyte shares of common stock in July 2019 and the value of its remaining equity investment in OncoCyte (which was approximately $21.7 million based on the closing price of OncoCyte common stock of $1.75 per share on August 6, 2019), provide sufficient cash, cash equivalents, and liquidity to carry out BioTime’s current planned operations through at least twelve months from the issuance date of the consolidated financial statements included herein. If BioTime needs near term working capital or liquidity to supplement its cash and cash equivalents for its operations, BioTime may sell some, or all, of its investments, as necessary. The AgeX Distribution was completed on November 28, 2018 when AgeX became a publicly traded company (see Note 6). BioTime continues to hold a minority interest in AgeX that may be a source of additional liquidity to BioTime as a marketable equity security. If the promissory note issued by Juvenescence in favor of BioTime discussed in Note 5 is converted into equity securities of Juvenescence prior to its maturity date, the Juvenescence equity securities may be marketable securities that BioTime may use to supplement its liquidity, as needed. If such promissory note is not converted, it is payable in cash, plus accrued interest, at maturity on August 30, 2020. On March 8, 2019, with the consummation of the Asterias Merger, Asterias became BioTime’s wholly owned subsidiary. BioTime began consolidating Asterias’ operations and results with its operations and results beginning on March 8, 2019 (see Note 3). As BioTime integrates Asterias’ operations into its own, BioTime expects to make extensive reductions in headcount and to reduce non-clinical related spend, in each case, as compared to Asterias’ operations before the Asterias Merger. BioTime’s projected cash flows are subject to various risks and uncertainties, and the unavailability or inadequacy of financing to meet future capital needs could force BioTime to modify, curtail, delay, or suspend some or all aspects of its planned operations. BioTime’s determination as to when it will seek new financing and the amount of financing that it will need will be based on BioTime’s evaluation of the progress it makes in its research and development programs, any changes to the scope and focus of those programs, any changes in grant funding for certain of those programs, and projection of future costs, revenues, and rates of expenditure. BioTime may be required to delay, postpone, or cancel clinical trials or limit the number of clinical trial sites, unless it is able to obtain adequate financing. In addition, BioTime has incurred and expects to continue incurring significant costs in connection with the acquisition of Asterias and with integrating its operations. BioTime may incur additional costs to maintain employee morale and to retain key employees. BioTime cannot assure that adequate financing will be available on favorable terms, if at all. Sales of additional equity securities by BioTime or its subsidiaries and affiliates could result in the dilution of the interests of current shareholders. Business Combinations BioTime accounts for business combinations, such as the Asterias Merger completed in March 2019, in accordance with ASC Topic 805, which requires the purchase price to be measured at fair value. When the purchase consideration consists entirely of shares of BioTime’s common stock, BioTime calculates the purchase price by determining the fair value, as of the acquisition date, of shares issued in connection with the closing of the acquisition. BioTime recognizes estimated fair values of the tangible assets and intangible assets acquired, including in-process research and development (“IPR&D”), and liabilities assumed as of the acquisition date, and records as goodwill any amount of the fair value of the tangible and intangible assets acquired and liabilities assumed in excess of the purchase price. Equity method investments at fair value BioTime uses the equity method of accounting when it has the ability to exercise significant influence, but not control, as determined in accordance with GAAP, over the operating and financial policies of a company. For equity method investments which BioTime has elected to measure at fair value, unrealized gains and losses are reported in the consolidated statements of operations in other income and expenses, net. As further discussed in Note 4, BioTime has elected to account for its OncoCyte shares at fair value using the equity method of accounting because beginning on February 17, 2017, the respective date on which BioTime deconsolidated OncoCyte, BioTime has not had control of OncoCyte, as defined by GAAP, but continues to exercise significant influence over this company. Under the fair value method, BioTime’s value in shares of common stock it holds in OncoCyte is marked to market at each balance sheet date using the closing price of OncoCyte common stock on the NYSE American multiplied by the number of shares of OncoCyte held by BioTime, with changes in the fair value of the OncoCyte shares included in other income and expenses, net, in the consolidated statements of operations. The OncoCyte shares are considered level 1 assets as defined by ASC 820, Fair Value Measurements and Disclosures Prior to the Asterias Merger completed on March 8, 2019 discussed in Note 3, BioTime accounted for its Asterias shares held at fair value, using the equity method of accounting. Revenue Recognition During the first quarter of 2018, BioTime adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) ASU 2014-09, Revenues from Contracts with Customers (Topic 606) BioTime recognizes revenue in a manner that depicts the transfer of control of a product or a service to a customer and reflects the amount of the consideration it is entitled to receive in exchange for such product or service. In doing so, BioTime follows a five-step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) the customer obtains control of the product or service. BioTime considers the terms of a contract and all relevant facts and circumstances when applying the revenue recognition standard. BioTime applies the revenue recognition standard, including the use of any practical expedients, consistently to contracts with similar characteristics and in similar circumstances. BioTime’s largest source of revenue is currently related to government grants. In applying the provisions of ASU 2014-09, BioTime has determined that government grants are out of the scope of ASU 2014-09 because the government entities do not meet the definition of a “customer”, as defined by ASU 2014-09, as there is not considered to be a transfer of control of good or services to the government entities funding the grant. BioTime has, and will continue to, account for grants received to perform research and development services in accordance with ASC 730-20, Research and Development Arrangements Deferred grant revenues represent grant funds received from the governmental funding agencies for which the allowable expenses have not yet been incurred as of the balance sheet date reported. As of June 30, 2019, deferred grant revenue was immaterial. Basic and diluted net income (loss) per share attributable to common shareholders Basic earnings per share is calculated by dividing net income or loss attributable to BioTime common shareholders by the weighted average number of common shares outstanding, net of unvested restricted stock or restricted stock units, subject to repurchase by BioTime, if any, during the period. Diluted earnings per share is calculated by dividing the net income or loss attributable to BioTime common shareholders by the weighted average number of common shares outstanding, adjusted for the effects of potentially dilutive common shares issuable under outstanding stock options and warrants, using the treasury-stock method, convertible preferred stock, if any, using the if-converted method, and treasury stock held by subsidiaries, if any. For the three months ended June 30, 2019, and for the three and six months ended June 30, 2018, BioTime reported a net loss attributable to common shareholders, and therefore, all potentially dilutive common stock was considered antidilutive for those periods. For the six months ended June 30, 2019, BioTime reported net income attributable to common shareholders, and therefore, performed an analysis of common share equivalents to determine their impact on diluted net income, and determined that none of the common share equivalents were dilutive. The following weighted average common share equivalents were excluded from the computation of diluted net income (loss) per common share for the periods presented because including them would have been antidilutive (in thousands): Three Months Ended June 30, (unaudited) Six Months Ended June 30, (unaudited) 2019 2018 2019 2018 Stock options 15,374 8,990 15,103 8,990 Warrants (1) - 8,795 - 8,795 BioTime Warrants (2) 1,296 - 917 - Restricted stock units 271 535 275 535 (1) The warrants expired on October 1, 2018. (2) Although the BioTime Warrants are classified as liabilities, these warrants are considered for dilutive earnings per share calculations in accordance with ASC 260, Earnings Per Share Lease accounting and impact of adoption of the new lease standard On January 1, 2019, BioTime adopted ASU 2016-02, Leases Codification Improvements to Topic 842, Leases, Leases (Topic 842): Targeted improvements, BioTime management determines if an arrangement is a lease at inception. Leases are classified as either financing or operating, with classification affecting the pattern of expense recognition in the consolidated statements of operations. When determining whether a lease is a finance lease or an operating lease, ASC 842 does not specifically define criteria to determine “major part of remaining economic life of the underlying asset” and “substantially all of the fair value of the underlying asset.” For lease classification determination, BioTime continues to use (i) greater to or equal to 75% to determine whether the lease term is a major part of the remaining economic life of the underlying asset and (ii) greater to or equal to 90% to determine whether the present value of the sum of lease payments is substantially the fair value of the underlying asset. Under the available practical expedients, BioTime accounts for the lease and non-lease components as a single lease component. BioTime recognizes right-of-use (“ROU”) assets and lease liabilities for leases with terms greater than twelve months in the condensed consolidated balance sheet. ROU assets represent BioTime’s right to use an underlying asset during the lease term and lease liabilities represent BioTime’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of BioTime’s leases do not provide an implicit rate, BioTime uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. BioTime uses the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. BioTime’s lease terms may include options to extend or terminate the lease when it is reasonably certain that BioTime will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Operating leases are included as right-of-use assets in property and equipment (see Note 15), and ROU lease liabilities, current and long-term, in the condensed consolidated balance sheets. Financing leases are included in property and equipment, and in financing lease liabilities, current and long-term, in BioTime’s condensed consolidated balance sheets. In connection with the adoption on ASC 842 on January 1, 2019, BioTime derecognized net book value of leasehold improvements and corresponding lease liabilities of $1.9 million and $2.0 million, respectively, which was the carrying value of certain operating leases as of December 31, 2018, included in property and equipment and lease liabilities, respectively, recorded pursuant to build to suit lease accounting under the previous ASC 840 lease standard. The derecognition of these amounts from the superseded ASC 840 lease standard was offset by a cumulative effect adjustment of $0.1 million as a reduction of BioTime’s accumulated deficit on January 1, 2019. These build to suit leases were primarily related to the Alameda and the Cell Cure Leases described in Note 15. ASC 842 requires build to suit leases recognized on BioTime’s consolidated balance sheets as of December 31, 2018 to be derecognized upon the adoption of the new lease standard and be recognized in accordance with the new standard on January 1, 2019. The adoption of ASC 842 had a material impact in BioTime’s consolidated balance sheets, with the most significant impact resulting from the recognition of ROU assets and lease liabilities for operating leases with remaining terms greater than twelve months on the adoption date (see Note 15). BioTime’s accounting for financing leases (previously referred to as “capital leases”) remained substantially unchanged. Other recently adopted accounting pronouncements Adoption of ASU 2016-18 Statement of Cash Flows (Topic 230) Statement of Cash Flows (Topic 230): Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheet dates that comprise the total of the same such amounts shown in the condensed consolidated statements of cash flows for all periods presented herein and effected by the adoption of ASU 2016-18 (in thousands): June 30, 2019 December 31, 2018 June 30, 2018 December 31, 2017 (unaudited) (unaudited) Cash and cash equivalents $ 8,210 $ 23,587 $ 27,207 $ 36,838 Restricted cash included in prepaid expenses and other current assets (see Note 15) - 346 346 - Restricted cash included in deposits and other long-term assets (see Note 15) 586 466 78 847 Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 8,796 $ 24,399 $ 27,631 $ 37,685 Adoption of ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting - Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Recently Issued Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Asterias Merger
Asterias Merger | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Asterias Merger | 3. Asterias Merger On March 8, 2019, the Asterias Merger closed with Asterias surviving as a wholly owned subsidiary of BioTime. The former stockholders of Asterias (other than BioTime) received 0.71 shares of BioTime common stock (the “Merger Consideration”) for every share of Asterias common stock they owned (the “Merger Exchange Ratio”). BioTime issued 24,695,898 shares of common stock, including 58,085 shares issued in respect of restricted stock units issued by Asterias that immediately vested in connection with the closing of the Asterias Merger. The fair value of such shares, based on the closing price of BioTime common stock on March 8, 2019, was $32.4 million. In connection with the closing of the Asterias Merger, BioTime assumed outstanding warrants to purchase shares of Asterias common stock, as further discussed below and in Note 11, and assumed sponsorship of the Asterias 2013 Equity Incentive Plan (see Note 12). All stock options to purchase shares of Asterias common stock outstanding immediately prior to the closing of the Asterias Merger were canceled at the closing for no consideration. As of June 30, 2019, the assets and liabilities of Asterias have been included in the condensed consolidated balance sheet of BioTime. The results of operations of Asterias from March 8, 2019 through June 30, 2019 have been included in the condensed consolidated statement of operations of BioTime for the six months ended June 30, 2019. Calculation of the purchase price The calculation of the purchase price for the Asterias Merger and the Merger Consideration transferred on March 8, 2019 was as follows (in thousands, except for share and per share amounts): BioTime Shareholders Total Outstanding Asterias common stock as of March 8, 2019 21,747,569 34,783,333 (1) 56,530,902 (1) Exchange ratio 0.710 0.710 0.710 BioTime common stock issuable 15,440,774 (2) 24,695,898 (3) 40,136,672 Per share price of BioTime common stock as of March 8, 2019 $ 1.31 $ 1.31 $ 1.31 Purchase price (in $000s) $ 20,227 (2) $ 32,353 $ 52,580 (1) Includes 81,810 shares of Asterias restricted stock unit awards that immediately vested on March 8, 2019 and converted into the right to receive shares of BioTime common stock based on the Merger Exchange Ratio, resulting in 58,085 shares of BioTime common stock issued on March 8, 2019 as part of the Merger Consideration. These restricted stock units were principally attributable to pre-combination services and included as part of the purchase price in accordance with ASC 805. See Note 12 for Asterias restricted stock units that vested on the closing of the Asterias Merger attributable to post-combination services that were recorded outside of the purchase price as an immediate charge to stock-based compensation expense. (2) Estimated fair value for BioTime’s previously held 38% ownership interest in Asterias common stock is part of the total purchase price of Asterias for purposes of the purchase price allocation under ASC 805 and for BioTime’s adjustment of its 38% interest to fair value at the effective date of the Asterias Merger and immediately preceding the consolidation of Asterias’ results with BioTime. No actual shares of BioTime common stock were issued to BioTime in connection with the Asterias Merger. (3) Net of a de minimis number of fractional shares which were paid in cash. Estimated purchase price allocation BioTime allocated the acquisition consideration to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The fair value of the acquired tangible and identifiable intangible assets were determined based on inputs that are unobservable and significant to the overall fair value measurement. It is also based on estimates and assumptions made by management at the time of the acquisition. As such, this was classified as Level 3 fair value hierarchy measurements and disclosures. The Merger Consideration allocation below is preliminary and as additional information becomes available, BioTime may further revise the preliminary acquisition consideration allocation. BioTime expects to finalize the acquisition consideration allocation by the end of 2019. Any such revisions or changes may be material. The following table sets forth a preliminary allocation of the purchase price to Asterias’ tangible and identifiable intangible assets acquired and liabilities assumed on the closing of the Asterias Merger, with the excess recorded as goodwill (in thousands): Assets acquired: Cash and cash equivalents $ 3,117 Prepaid expenses and other assets, current and noncurrent 660 Machinery and equipment 369 Long-lived intangible assets - royalty contracts 650 Acquired in-process research and development (“IPR&D”) 46,540 Total assets acquired 51,336 Liabilities assumed: Accrued liabilities and accounts payable 1,136 Liability classified warrants 867 Deferred license revenue 200 Long-term deferred income tax liability 12,965 Total liabilities assumed 15,168 Net assets acquired, excluding goodwill (a) 36,168 Fair value of BioTime common stock held by Asterias (b) 3,435 Total purchase price (c) 52,580 Estimated goodwill (c-a-b) $ 12,977 The valuation of identifiable intangible assets and their estimated useful lives are as follows (in thousands, except for useful life): Preliminary Estimated Asset Fair Value Useful Life (Years) (in thousands, except for useful life) In process research and development (“IPR&D”) $ 46,540 n/a Royalty contracts 650 5 $ 47,190 The following is a discussion of the valuation methods used to determine the fair value of Asterias’ significant assets and liabilities in connection with the Asterias Merger: Acquired In-Process Research and Development (“IPR&D”) and Deferred Income Tax Liability BioTime determined that the estimated aggregate fair value of the AST-Clinical programs was $46.5 million as of the acquisition date using a probability weighted discounted cash flow method for each respective program. This approach estimates the probability of the AST-Clinical Programs achieving successful completion of remaining clinical trials and related approvals into the valuation technique. To calculate fair value of the AST-Clinical programs under the discounted cash flow method, BioTime used probability-weighted, projected cash flows discounted at a rate considered appropriate given the significant inherent risks associated with cell therapy development by clinical-stage companies. Cash flows were calculated based on estimated projections of revenues and expenses related to each respective program. Cash flows were assumed to extend through a seven-year market exclusivity period for the AST-OPC1 program from the date of market launch. Revenues from commercialization of the AST-Clinical Programs were based on estimated market potential for the indication of each program. The resultant cash flows were then discounted to present value using a weighted-average cost of capital for companies with profiles substantially similar to that of BioTime, which BioTime believes represents the rate that market participants would use to value the assets. BioTime compensated for the phase of development of the program by applying a probability factor to its estimation of the expected future cash flows. The projected cash flows were based on significant assumptions, including the indications in which BioTime will pursue development of the AST-Clinical programs, the time and resources needed to complete the development and regulatory approval, estimates of revenue and operating profit related to the program considering its stage of development, the life of the potential commercialized product, market penetration and competition, and risks associated with achieving commercialization, including delay or failure to obtain regulatory approvals to conduct clinical studies, failure of clinical studies, delay or failure to obtain required market clearances, and intellectual property litigation. These IPR&D assets are indefinite-lived intangible assets until the completion or abandonment of the associated research and development (“R&D”) efforts. Once the R&D efforts are completed or abandoned, the IPR&D will either be amortized over the asset life as a finite-lived intangible asset or be impaired, respectively, in accordance with ASC 350, Intangibles - Goodwill and Other Because the IPR&D (prior to completion or abandonment of the R&D) is considered an indefinite-lived asset for accounting purposes, the fair value of the IPR&D on the acquisition date creates a deferred income tax liability (“DTL”) in accordance with ASC 740, Income Taxes Royalty contracts Deferred license revenue - For business combination purposes under ASC 805, the fair value of this performance obligation to BioTime, from a market participant perspective, is the estimated costs BioTime may incur, plus a normal profit margin for the level of effort required to perform under the contract after the acquisition date, assuming Novo Nordisk exercised its option, including, but not limited to, negotiation costs, legal fees, arbitration, if any, and other related costs. Management has estimated those costs, plus a normal profit margin, to be approximately $200,000 in the estimated purchase price allocation. Liability classified warrants - The fair value of the Asterias Warrants was determined by using Black-Scholes option pricing models which take into consideration the probability of the fundamental transaction, which for purposes of the above valuation was assumed to be at 100% and net cash settlement occurring, using the contractual remaining term of the warrants. In applying these models, these inputs included key assumptions including the per share closing price of BioTime common stock on March 8, 2019, volatility computed in accordance with the provisions of the Warrant Agreement and, to a large extent, assumptions based on discussions with a majority of the holders of the Asterias Warrants since the closing of the Asterias Merger to settle the Asterias Warrants in cash or in shares of BioTime common stock. Based on such discussions, BioTime believes the fair value of the Asterias Warrants as of the closing of the Asterias Merger is not subject to change significantly, however, to the extent any Asterias Warrants that were not settled in cash or in BioTime common stock discussed below, were automatically converted to BioTime warrants 30 days after the closing of the Asterias Merger. In April 2019, Asterias Warrants representing approximately $372,000 in fair value were settled: $332,000 in fair value was settled in exchange for 251,835 shares of BioTime common stock, and $40,000 in fair value was settled in exchange for cash. The Asterias Warrants settled in exchange for shares of BioTime common stock were held by Broadwood Partners, L.P., an Asterias and BioTime shareholder. The Asterias Warrants settled in exchange for cash were held by other parties. The remaining Asterias Warrants (representing approximately $495,000 in fair value as of March 31, 2019) were converted into warrants to purchase shares of BioTime common stock using the Merger Exchange Ratio (the “BioTime Warrants”). As of June 30, 2019, the total number of shares of BioTime common stock subject to warrants that were assumed by BioTime in connection with the Asterias Merger was 1,089,900, with similar terms and conditions retained under the BioTime Warrants as per the original Warrant Agreements. The BioTime Warrants have an exercise price of $6.15 per warrant share and expire on May 13, 2021. BioTime is accounting for the outstanding BioTime Warrants as a liability at fair value, with subsequent changes to the fair value of the BioTime Warrants at each reporting period thereafter included in the consolidated statement of operations (see Note 11). Fair value of BioTime common stock held by Asterias Goodwill - Depending on the structure of a particular acquisition, goodwill and identifiable intangible assets may not be deductible for tax purposes. Goodwill recorded in the Asterias Merger is not expected to be deductible for tax purposes (see Note 13). During the three and six months ended June 30, 2019, BioTime incurred $0.9 million and $4.4 million, respectively, in acquisition related costs which were recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations. Prior to the Asterias Merger being consummated in March 2019, BioTime elected to account for its 21.7 million shares of Asterias common stock at fair value using the equity method of accounting. The fair value of the Asterias shares was approximately $20.2 million as of March 8, 2019, the closing date of the Asterias Merger, based on $0.93 per share, which was calculated by multiplying (a) $1.31, the closing price of BioTime common stock on such date by (b) the Merger Exchange Ratio. The fair value of the Asterias shares was approximately $13.5 million as of December 31, 2018, based on the closing price of Asterias common stock of $0.62 per share on such date. Accordingly, BioTime recorded an unrealized gain of $6.7 million for the six months ended June 30, 2019, representing the change in fair value of Asterias common stock from December 31, 2018 to March 8, 2019. For the six months ended June 30, 2018, BioTime recorded an unrealized loss of $19.6 million on the Asterias shares due to the decrease in Asterias’ stock price from December 31, 2017 to June 30, 2018 from $2.25 per share to $1.35 per share. All share prices were determined based on the closing price of BioTime or Asterias common stock on the NYSE American on the applicable dates. Asterias Merger Related Litigation - |
Equity Method Accounting for Co
Equity Method Accounting for Common Stock of OncoCyte, at Fair Value | 6 Months Ended |
Jun. 30, 2019 | |
Deconsolidation Of Subsidiaries | |
Equity Method Accounting for Common Stock of OncoCyte, at Fair Value | 4. Equity Method Accounting for Common Stock of OncoCyte, at Fair Value BioTime elected to account for its 14.7 million shares of OncoCyte common stock at fair value using the equity method of accounting beginning on February 17, 2017, the date of the OncoCyte Deconsolidation. The OncoCyte shares had a fair value of $36.5 million as of June 30, 2019 and a fair value of $20.3 million as of December 31, 2018, based on the closing price of OncoCyte of $2.49 per share and $1.38 per share on those respective dates. For the three months ended June 30, 2019, BioTime recorded an unrealized loss of $21.4 million due to the decrease in OncoCyte’s stock price from $3.95 per share at March 31, 2019 to $2.49 per share at June 30, 2019. For the three months ended June 30, 2018, BioTime recorded an unrealized gain of $6.6 million due to the increase in OncoCyte’s stock price from $2.10 per share at March 31, 2018 to $2.55 per share at June 30, 2018. For the six months ended June 30, 2019, BioTime recorded an unrealized gain of $16.3 million due to the increase in OncoCyte’s stock price from $1.38 per share at December 31, 2018 to $2.49 per share at June 30, 2019. For the six months ended June 30, 2018, BioTime recorded an unrealized loss of $30.8 million due to the decrease in OncoCyte’s stock price from $4.65 per share at December 31, 2017 to $2.55 per share at June 30, 2018. All share prices are determined based on the closing price of OncoCyte common stock on the NYSE American on the applicable dates, or the last day of trading of the applicable quarter, if the last day of a quarter fell on a weekend. OncoCyte’s unaudited condensed results of operations for the periods presented are summarized below (in thousands): Three Months Ended June 30, (unaudited) Six Months Ended June 30, (unaudited) 2019 2018 2019 2018 Condensed Statement of Operations: Research and development expense $ 1,508 $ 2,322 $ 2,851 $ 3,784 General and administrative expense 3,636 1,335 6,085 3,122 Sales and marketing expense 318 569 523 1,227 Loss from operations (5,462 ) (4,226 ) (9,459 ) (8,133 ) Net loss $ (5,384 ) $ (4,505 ) $ (9,248 ) $ (8,284 ) |
Sale of Significant Ownership I
Sale of Significant Ownership Interest in AgeX to Juvenescence Limited | 6 Months Ended |
Jun. 30, 2019 | |
Sale Of Significant Ownership Interest In Agex To Juvenescence Limited | |
Sale of Significant Ownership Interest in AgeX to Juvenescence Limited | 5. Sale of Significant Ownership Interest in AgeX to Juvenescence Limited On August 30, 2018, BioTime entered into a Stock Purchase Agreement with Juvenescence Limited and AgeX, pursuant to which BioTime sold 14.4 million shares of common stock of AgeX to Juvenescence for $3.00 per share, or an aggregate purchase price of $43.2 million (the “Purchase Price”). Juvenescence paid $10.8 million of the Purchase Price at closing, issued an unsecured convertible promissory note dated August 30, 2018 in favor of BioTime for $21.6 million (the “Promissory Note”), and paid $10.8 million on November 2, 2018. The Stock Purchase Agreement contains customary representations, warranties and indemnities from BioTime relating to the business of AgeX, including an indemnity cap of $4.3 million, which is subject to certain exceptions. The transactions contemplated by the Stock Purchase Agreement are referred to as the Juvenescence Transaction in this Report. The Promissory Note bears interest at 7% per annum, with principal and accrued interest payable at maturity on August 30, 2020. The Promissory Note cannot be prepaid prior to maturity or conversion. On the maturity date, if a “Qualified Financing” (as defined below) has not occurred, BioTime will have the right, but not the obligation, to convert the principal balance of the Promissory Note and accrued interest then due into Series A preferred shares of Juvenescence at a conversion price of $15.60. Upon the occurrence of a Qualified Financing on or before the maturity date, the principal balance of the Promissory Note and accrued interest will automatically convert into a number of shares of the class of equity securities of Juvenescence sold in the Qualified Financing, at the price per share at which the Juvenescence securities are sold in the Qualified Financing; and, if AgeX common stock is listed on a national securities exchange in the U.S., the number of shares of the class of equity securities issuable upon conversion may be increased depending on the market price of AgeX common stock. A Qualified Financing is generally defined as an underwritten initial public offering of Juvenescence equity securities in which gross proceeds are not less than $50.0 million. The Promissory Note is not transferable, except in connection with a change of control of BioTime. For the three and six months ended June 30, 2019, BioTime recognized $378,000 and $756,000, respectively, in interest income on the Promissory Note. As of June 30, 2019, the principal and accrued interest balance of the Promissory Note was $22.9 million. Shareholder Agreement BioTime and Juvenescence entered into a Shareholder Agreement, dated August 30, 2018, setting forth the governance, approval and voting rights of the parties with respect to their holdings of AgeX common stock, including rights of representation on the AgeX Board of Directors, approval rights, preemptive rights, rights of first refusal and co-sale and drag-along and tag-along rights for so long as either BioTime or Juvenescence continue to own at least 15% of the outstanding shares of AgeX common stock. Under the Shareholder Agreement, Juvenescence and BioTime each had the right to designate two persons to a six-member AgeX Board of Directors, with the remaining two individuals to be independent of Juvenescence and BioTime. Following Juvenescence’s payment of $10.8 million on November 2, 2018 under the Stock Purchase Agreement, Juvenescence had the right to designate an additional member of the AgeX Board of Directors. As of July 30, 2019, Juvenescence has not exercised such right. Immediately following the AgeX Distribution on November 28, 2018 (see Note 6), BioTime owned 1.7 million shares of AgeX common stock, representing 4.8% of AgeX’s then issued and outstanding shares of common stock. Accordingly, in accordance with the Shareholder Agreement, as of November 28, 2018, BioTime had no right to designate any member to the AgeX Board of Directors. In connection with the Juvenescence Transaction, the termination provision of the Shared Facilities Agreement (see Note 10) entitling AgeX or BioTime to terminate the agreement upon six months advance written notice was amended. Pursuant to the amendment, following the deconsolidation of AgeX from BioTime’s consolidated financial statements on August 30, 2018 (see Notes 6 and 10), each party retains the right to terminate the Shared Facilities Agreement at any time by giving the other party six months advance written notice, but BioTime may not do so prior to September 1, 2020. On May 7, 2019, AgeX provided written notice that it will terminate its use of BioTime’s office and laboratory facilities as of July 31, 2019. On July 3, 2019, AgeX provided written notice that the remaining shared services would terminate as of September 30, 2019. |
Deconsolidation and Distributio
Deconsolidation and Distribution of AgeX | 6 Months Ended |
Jun. 30, 2019 | |
Number of Equity Method Investments | |
Deconsolidation and Distribution of AgeX | 6. Deconsolidation and Distribution of AgeX Deconsolidation of AgeX On August 30, 2018, BioTime sold 14.4 million shares of the common stock of AgeX to Juvenescence (see Note 5). Immediately before that sale, BioTime and Juvenescence owned 80.4% and 5.6%, respectively, of AgeX’s outstanding common stock. Immediately following that sale, BioTime and Juvenescence owned 40.2% and 45.8%, respectively, of AgeX’s outstanding common stock. As a result, on August 30, 2018, AgeX was no longer a subsidiary of BioTime and, as of that date, BioTime experienced a “loss of control” of AgeX, as defined by GAAP. Loss of control is deemed to have occurred when, among other things, a parent company owns less than a majority of the outstanding common stock of a subsidiary, lacks a controlling financial interest in the subsidiary, and is unable to unilaterally control the subsidiary through other means such as having, or being able to obtain, the power to elect a majority of the subsidiary’s Board of Directors based solely on contractual rights or ownership of shares representing a majority of the voting power of the subsidiary’s voting securities. All of these loss-of-control factors were present with respect to BioTime’s ownership interest in AgeX as of August 30, 2018. Accordingly, BioTime deconsolidated AgeX’s consolidated financial statements and consolidated results from BioTime’s unaudited condensed consolidated financial statements and consolidated results effective on August 30, 2018, in accordance with ASC, 810-10-40-4(c). In connection with the Juvenescence Transaction discussed in Note 5 and the AgeX Deconsolidation on August 30, 2018, in accordance with ASC 810-10-40-5, BioTime recorded a gain on deconsolidation of $78.5 million, which includes a financial reporting gain on the sale of the AgeX shares of $39.2 million, during the year ended December 31, 2018, included in other income and expenses, net, in the consolidated statements of operations. Distribution of AgeX Shares On November 28, 2018, BioTime distributed 12.7 million shares of AgeX common stock owned by BioTime to holders of BioTime common stock, on a pro rata basis, in the ratio of one share of AgeX common stock for every 10 shares of BioTime common stock owned. The AgeX Distribution was accounted for at fair value as a dividend-in-kind in the aggregate amount of $34.4 million, which was determined by multiplying (a) the 12.7 million shares distributed to BioTime shareholders by (b) $2.71, the closing price of AgeX common stock on the NYSE American on November 29, 2018, the first trading day of AgeX common stock. Because BioTime has an accumulated deficit in its consolidated shareholders’ equity, the entire fair value of the AgeX Distribution was charged against common stock equity included in the consolidated statements of changes in shareholders’ equity for the year ended December 31, 2018. Immediately following the AgeX Distribution, BioTime owned 1.7 million shares of AgeX common stock, all of which it still owns, and which represents approximately 4.6% of AgeX’s outstanding common stock as of June 30, 2019 and which shares BioTime holds as marketable equity securities. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 7. Property and Equipment, Net At June 30, 2019 and December 31, 2018, property and equipment was comprised of the following (in thousands): June 30, 2019 December 31, 2018 (unaudited) Equipment, furniture and fixtures $ 4,563 $ 3,842 Leasehold improvements 2,790 3,910 Right-of-use assets (1) 5,065 - Accumulated depreciation and amortization (3,698 ) (3,185 ) Property and equipment, net 8,720 4,567 Construction in progress - 1,268 Property and equipment, net, and construction in progress $ 8,720 $ 5,835 (1) BioTime adopted ASC 842 on January 1, 2019. For additional information on this standard and right-of-use assets and liabilities see Notes 2 and 15. Property and equipment at both June 30, 2019 and December 31, 2018 includes $146,000 in financing leases. Depreciation and amortization expense amounted to $244,000 and $279,000 for the three months ended June 30, 2019 and 2018, and $513,000 and $560,000 for the six months ended June 30, 2019 and 2018, respectively. Construction in progress Construction in progress of $1.3 million as of December 31, 2018 entirely relates to the leasehold improvements made at Cell Cure’s leased facilities in Jerusalem, Israel, primarily financed by the landlord. The leasehold improvements were substantially completed in December 2018 and the assets placed in service in January 2019 (see adoption of ASC 842 impact discussed in Notes 2 and 15). |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 8. Goodwill and Intangible Assets, Net At June 30, 2019 and December 31, 2018, goodwill and intangible assets, net consisted of the following (in thousands): June 30, 2019 December 31, 2018 (unaudited) Goodwill (1) $ 12,977 $ - Intangible assets: Acquired IPR&D - OPC1 (from the Asterias Merger) (2) $ 31,700 $ - Acquired IPR&D - VAC2 (from the Asterias Merger) (2) 14,840 - Intangible assets subject to amortization: Acquired patents 19,010 19,010 Acquired royalty contracts (2) 650 Other 10 10 Total intangible assets 66,210 19,020 Accumulated amortization (16,889 ) (15,895 ) Intangible assets, net $ 49,321 $ 3,125 (1) Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed in the Asterias Merger (see Note 3). (2) See Note 3 for information on the Asterias Merger which was consummated on March 8, 2019. BioTime recognized in research and development expenses $475,000 and $581,000 of amortization expense in the three months ended June 30, 2019 and 2018, and $949,000 and $1.2 million in the six months ended June 30, 2019 and 2018, respectively. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 9. Accounts Payable and Accrued Liabilities At June 30, 2019 and December 31, 2018, accounts payable and accrued liabilities consisted of the following (in thousands): June 30, 2019 December 31, 2018 (unaudited) Accounts payable (1) $ 2,778 $ 2,359 Accrued compensation (2) 1,970 2,456 Accrued liabilities (3) 2,035 1,639 Other current liabilities 76 9 Total $ 6,859 $ 6,463 (1) Includes $0.8 million of transaction costs related to the Asterias Merger (see Note 3) recorded outside of the business combination. (2) Includes $0.3 million of change of control and related transaction costs related to the Asterias Merger (see Note 3) recorded outside of the business combination. (3) Includes $0.3 million of transaction costs related to the Asterias Merger (see Note 3) recorded outside of the business combination. In connection with the Asterias Merger, several Asterias employees were terminated as of the Asterias Merger date. Three of these employees had employment agreements with Asterias which entitled them to change in control and separation payments in the aggregate of $2.0 million, which such conditions were met on the Asterias Merger date. Accordingly, $2.0 million was accrued and recorded in general and administrative expenses on the merger date and paid in April 2019. Additionally, BioTime entered into a plan of termination with substantially all other previous employees of Asterias with potential separation payments in the aggregate of $0.5 million. Termination dates for these individuals ranged from May 31, 2019 to June 28, 2019. These employees were required to provide services related to the transition and be an employee of the combined company as of their date of termination in order to receive separation benefits. Since the employees were required to render future services after the merger date, BioTime recorded the aggregate liability ratably over their respective service periods from the Asterias Merger date through the above termination dates, in accordance with ASC 420, Exit or Disposal Cost Obligations In connection with the planned relocation of BioTime’s corporate headquarters to Carlsbad, California, discussed in Note 15, in June 2019, BioTime entered into a plan of termination with certain BioTime employees with potential separation payments in the aggregate of $0.5 million. Termination dates for these individuals range from August 9, 2019 to September 30, 2019. These employees must provide services related to the transition of services and activities in connection with the relocation and be an employee of BioTime as of their date of termination in order to receive separation benefits. BioTime will record the aggregate liability ratably over their respective service periods from June through the above termination dates, in accordance with ASC 420. As of June 30, 2019, a total of $0.2 million was accrued for these BioTime employee separation payments which represents the portion of the payments earned through June 30, 2019. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions Shared Facilities and Service Agreements with Affiliates The receivables from affiliates shown on the condensed consolidated balance sheet as of December 31, 2018, primarily represent amounts owed to BioTime by OncoCyte and AgeX under separate Shared Facilities and Service Agreements (each a “Shared Facilities Agreement”), with amounts owed by OncoCyte comprising most of that amount. These outstanding amounts were paid in full in the first quarter of 2019. Under the terms of the Shared Facilities Agreements, BioTime allows OncoCyte and AgeX to use BioTime’s premises and equipment located at BioTime’s headquarters in Alameda, California for the purpose of conducting business. BioTime also provides accounting, billing, bookkeeping, payroll, treasury, payment of accounts payable, and other similar administrative services to OncoCyte and AgeX. BioTime may also provide the services of attorneys, accountants, and other professionals who may provide professional services to BioTime and its other subsidiaries. BioTime also has provided OncoCyte and AgeX with the services of laboratory and research personnel, including BioTime employees and contractors, for the performance of research and development work for OncoCyte and AgeX at the premises. BioTime charges OncoCyte and AgeX a “Use Fee” for services provided and for use of BioTime facilities, equipment, and supplies. For each billing period, BioTime prorates and allocates to OncoCyte and AgeX costs incurred, including costs for services of BioTime employees and use of equipment, insurance, leased space, professional services, software licenses, supplies and utilities. The allocation of costs depends on key cost drivers, including actual documented use, square footage of facilities used, time spent, costs incurred by BioTime for OncoCyte and AgeX, or upon proportionate usage by BioTime, OncoCyte and AgeX, as reasonably estimated by BioTime. BioTime, at its discretion, has the right to charge OncoCyte and AgeX a 5% markup on such allocated costs. The allocated cost of BioTime employees and contractors who provide services is based upon the number of hours or estimated percentage of efforts of such personnel devoted to the performance of services. The Use Fee is determined and invoiced to OncoCyte and AgeX on a regular basis, generally monthly or quarterly. Each invoice is payable in full within 30 days after receipt. Any invoice, or portion thereof, not paid in full when due will bear interest at the rate of 15% per annum until paid, unless the failure to make a payment is due to any inaction or delay in making a payment by BioTime. Through June 30, 2019, BioTime has not charged OncoCyte or AgeX any interest. In addition to the Use Fee, OncoCyte and AgeX reimburse BioTime for any out of pocket costs incurred by BioTime for the purchase of office supplies, laboratory supplies, and other goods and materials and services for the account or use of OncoCyte or AgeX. BioTime is not obligated to purchase or acquire any office supplies or other goods and materials or any services for OncoCyte or AgeX, and if any such supplies, goods, materials or services are obtained, BioTime may arrange for the suppliers to invoice OncoCyte or AgeX directly. The Shared Facilities Agreements remain in effect until a party gives the other party written notice that the Shared Facilities Agreement will terminate on December 31 of that year, or unless it is otherwise terminated under another provision of the agreement. In addition, BioTime and AgeX may each terminate their Shared Facilities Agreement prior to December 31 of the year by giving the other party written six months’ notice to terminate, but BioTime may not do so prior to September 1, 2020. On May 7, 2019, AgeX provided written notice that it will terminate its use of BioTime’s office and laboratory facilities as of July 31, 2019. On July 3, 2019, AgeX provided written notice that the remaining shared services would terminate as of September 30, 2019. On July 30, 2019, OncoCyte provided written notice that it planned to terminate shared services effective as of September 30, 2019, except for the use of shared facilities, which remains in force. In the aggregate, BioTime charged Use Fees to OncoCyte and AgeX as follows (in thousands): Three Months Ended Six Months Ended 2019 2018 2019 2018 Research and development $ 491 $ 217 $ 984 $ 437 General and administrative 179 175 411 346 Total use fees $ 670 $ 392 $ 1,395 $ 783 The Use Fees charged to OncoCyte and AgeX shown above are not reflected in revenues, but instead BioTime’s general and administrative expenses and research and development expenses are shown net of those charges in the condensed consolidated statements of operations. BioTime accounts for receivables from affiliates, net of payables to affiliates, if any, for similar shared services and other transactions BioTime’s consolidated subsidiaries may enter into with nonconsolidated affiliates. BioTime and the affiliates record those receivables and payables on a net basis since BioTime and the affiliates intend to exercise a right of offset of the receivable and the payable and to settle the balances net by having the party that owes the other party pay the net balance owed. Transactions with Ascendance Biotechnology, Inc. On March 21, 2018, AgeX and Ascendance Biotechnology, Inc. (“Ascendance”), an equity method investee of AgeX and former equity method investee of BioTime, entered into an Asset Purchase Agreement (the “Asset Agreement”) in which AgeX purchased for $800,000 in cash certain assets consisting primarily of in-process research and development assets related to stem cell derived cardiomyocytes (heart muscle cells) to be developed by AgeX. The transaction was considered an asset acquisition rather than a business combination in accordance with ASC 805. Accordingly, the $800,000 purchase price was expensed on the acquisition date as acquired in-process research and development as those assets have no alternative future use. Also, on March 21, 2018, BioTime received $0.2 million from Ascendance as settlement of its accounts receivable from Ascendance. Disposition of ownership interest in Ascendance On March 23, 2018, Ascendance was acquired by a third party in a merger through which AgeX received approximately $3.2 million in cash for its shares of Ascendance common stock. AgeX recognized a $3.2 million gain on the sale of its equity method investment in Ascendance, which is included in other income and expenses, net, for the six months ended June 30, 2018. Other related party transactions In February 2018, Alfred D. Kingsley, the Chairman of BioTime’s Board of Directors and a former officer and director of AgeX, purchased AgeX stock purchase warrants entitling him to purchase 248,600 shares of AgeX common stock at an exercise price of $2.50 per share. AgeX received $124,300, or $0.50 per warrant, from Mr. Kingsley. The warrants were sold to Mr. Kingsley on the same terms as other warrants were sold by AgeX to other unaffiliated investors. BioTime currently pays $5,050 per month for the use of approximately 900 square feet of office space in New York City, which is made available to BioTime on a month-by-month basis by one of its directors at an amount that approximates his cost (see Note 15). In April 2019, BioTime issued 251,835 shares of BioTime common stock to Broadwood Partners, L.P., an Asterias and BioTime shareholder, in exchange for the settlement of Asterias Warrants in connection with the Asterias Merger (see Note 3). In connection with the putative shareholder class action lawsuit filed in February 2019 challenging the Asterias Merger (see Note 15), BioTime has agreed to pay for the legal defense of Neal Bradsher, director, and Broadwood Partners, L.P., a shareholder of BioTime, and Broadwood Capital, Inc., which manages Broadwood Partners, L.P., all of which were named in the lawsuit. Through June 30, 2019, BioTime has incurred a total of $140,000 in legal expenses on behalf of the director, shareholder, and the manager of the shareholder. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | 11. Shareholders’ Equity Preferred Shares BioTime is authorized to issue 2,000,000 preferred shares. The preferred shares may be issued in one or more series as the board of directors may determine by resolution. The board of directors is authorized to fix the number of shares of any series of preferred shares and to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed on the preferred shares as a class, or upon any wholly unissued series of any preferred shares. The board of directors may, by resolution, increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series of preferred shares subsequent to the issue of shares of that series. There are no preferred shares issued and outstanding. Common Shares At June 30, 2019, BioTime was authorized to issue 250,000,000 common shares, no par value. As of June 30, 2019, and December 31, 2018, BioTime had 149,642,861 and 127,135,774 issued and outstanding common shares, respectively. In April 2017, BioTime entered into a Controlled Equity Offering SM BioTime agreed to pay Cantor Fitzgerald a commission of 3.0% of the aggregate gross proceeds from each sale of shares, reimburse legal fees and disbursements and provide Cantor Fitzgerald with customary indemnification and contribution rights. The Sales Agreement may be terminated by Cantor Fitzgerald or BioTime at any time upon notice to the other party, or by Cantor Fitzgerald at any time in certain circumstances, including the occurrence of a material and adverse change in BioTime’s business or financial condition that makes it impractical or inadvisable to market the shares or to enforce contracts for the sale of the shares. Reconciliation of Changes in Shareholders’ Equity The following table documents the changes in shareholders’ equity for the three and six months ended June 30, 2019 (unaudited and in thousands): Preferred Shares Common Shares Noncontrolling Accumulated Other Total Number of Shares Amount Number of Shares Amount Accumulated Deficit Interest/ (Deficit) Comprehensive Income Shareholders’ Equity BALANCE AT DECEMBER 31, 2018 - $ - 127,136 $ 354,270 $ (261,856 ) $ (1,594 ) $ 1,426 $ 92,246 Shares issued in connection with the Asterias Merger - - 24,696 32,353 - - - 32,353 Shares retired in connection with the Asterias Merger - - (2,622 ) (3,435 ) - - - (3,435 ) Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes - - 118 (75 ) - - - (75 ) Stock-based compensation - - - 1,361 - - - 1,361 Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services - - 60 79 - - - 79 Adjustment upon adoption of leasing standard - - - - 143 - - 143 Foreign currency translation loss - - - - - - (732 ) (732 ) NET INCOME/(LOSS) - - - - 39,310 (14 ) - 39,296 BALANCE AT MARCH 31, 2019 - $ - 149,388 $ 384,553 $ (222,403 ) $ (1,608 ) $ 694 $ 161,236 Shares issued for settlement of BioTime Warrants - - 252 302 - - - 302 Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes - - 3 (2 ) - - - (2 ) Stock-based compensation - - - 762 - - - 762 Foreign currency translation loss - - - - - - (487 ) (487 ) NET LOSS - - - - (30,032 ) (20 ) - (30,052 ) BALANCE AT JUNE 30, 2019 - $ - 149,643 $ 385,615 $ (252,435 ) $ (1,628 ) $ 207 $ 131,759 The following table documents the changes in shareholders’ equity for the three and six months ended June 30, 2018 (unaudited and in thousands): Preferred Shares Common Shares Noncontrolling Accumulated Other Total Number Amount Number of Shares Amount Accumulated Deficit Interest/ (Deficit) Comprehensive Income Shareholders’ Equity BALANCE AT DECEMBER 31, 2017 - $ - 126,866 $ 378,487 $ (216,297 ) $ 1,622 $ 451 $ 164,263 Cumulative-effect adjustment for adoption of ASU 2016-01 on January 1, 2018 - - - - 328 - (328 ) - Cumulative-effect adjustment for adoption of Accounting Standard Codification, Topic 606, on January 1, 2018 - - - - 101 - - 101 Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes - - 3 (7 ) - - - (7 ) Stock-based compensation - - - 809 - - - 809 Stock-based compensation in subsidiaries - - - - - 175 - 175 Sale of subsidiary warrants in AgeX - - - - - 737 - 737 Subsidiary financing transactions with noncontrolling interests - AgeX - - - (103 ) - 103 - - Foreign currency translation adjustments - - - - - - 75 75 NET LOSS - - - - (63,548 ) (150 ) - (63,698 ) BALANCE AT MARCH 31, 2018 - $ - 126,869 $ 379,186 $ (279,416 ) $ 2,487 $ 198 $ 102,455 Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes - - 5 (5 ) - - - (5 ) Stock-based compensation - - - 825 - - - 825 Stock-based compensation of subsidiaries - - - - - 278 - 278 Additional adjustment for ASC Topic 606 - - - - 1 - - 1 Sale of subsidiary shares in AgeX - - - - - 5,000 - 5,000 Subsidiary financing transactions with noncontrolling interests - AgeX - - - 3,634 - (3,634 ) - - Subsidiary financing and other transactions with noncontrolling interests – Cell Cure - - - (111 ) - 70 - (41 ) Foreign currency translation adjustments - - - - - - 884 884 NET LOSS - - - - (4,215 ) (431 ) - (4,646 ) BALANCE AT JUNE 30, 2018 126,874 383,529 $ (283,630 ) $ 3,770 $ 1,082 $ 104,751 Warrants BioTime (previously Asterias) Warrants - Liability Classified In March 2019, in connection with the closing of the Asterias Merger, BioTime assumed outstanding Asterias Warrants. As of June 30, 2019, the total number of shares of BioTime common stock subject to warrants that were assumed by BioTime in connection with the Asterias Merger was 1,089,900 (representing approximately $289,000 in fair value as of June 30, 2019), which were converted to BioTime Warrants 30 days after the closing of the Asterias Merger, with similar terms and conditions retained under the BioTime Warrants as per the original Warrant Agreements. The BioTime Warrants have an exercise price of $6.15 per warrant share and expire on May 13, 2021. BioTime is accounting for the outstanding BioTime Warrants as a liability at fair value, with subsequent changes to the fair value of the BioTime Warrants at each reporting period thereafter included in the consolidated statement of operations (see Note 3). For the three and six months ended months ended June 30, 2019, BioTime recorded an unrealized gain of $0.2 million due to the decline in the fair value of the BioTime Warrants from the Asterias Merger date through June 30, 2019. As of June 30, 2019, the fair value of the BioTime Warrants was $0.3 million included in long-term liabilities on the condensed consolidated balance sheets. Cell Cure Warrants - Liability Classified Cell Cure has two sets of issued warrants. Warrants to purchase 24,566 Cell Cure ordinary shares at an exercise price of $40.5359 were issued to Hadasit in July 2017. These warrants expire in July 2022. Warrants to purchase 13,738 Cell Cure ordinary shares at exercise prices ranging from $32.02 to $40.00 per share have been issued to consultants. These warrants expire in October 2020 and January 2024. ASC 815 requires freestanding financial instruments, such as warrants, with exercise prices denominated in currencies other than the functional currency of the issuer to be accounted for as liabilities at fair value, with all subsequent changes in fair value after the issuance date to be recorded as gains or losses in the consolidated statements of operations. As of June 30, 2019 and December 31, 2018, the total value of all warrants issued by Cell Cure was $0.3 million and $0.4 million, respectively. Such warrants are classified as long-term liabilities on the condensed consolidated balance sheets. |
Stock-Based Awards
Stock-Based Awards | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Awards | 12. Stock-Based Awards Equity Incentive Plan Awards BioTime adopted a 2012 Equity Incentive Plan (the “2012 Plan”) for the grant of stock options, restricted stock, restricted stock units and stock appreciation rights. As of June 30, 2019, a maximum of 16,000,000 common shares were available for grant; this amount was increased to 24,000,000 common shares on July 30, 2019 when shareholder approval was obtained. A summary of BioTime’s 2012 Plan activity and other stock option awards granted outside of the 2012 Plan related information is as follows (in thousands, except per share amounts): Shares Available for Grant Number of Options Outstanding Number of RSUs Outstanding Weighted Average Exercise Price December 31, 2018 1,885 13,867 402 $ 2.44 AgeX distribution adjustment 117 (2 ) 3 - Restricted stock units vested - - (135 ) - Options granted (2,337 ) 2,337 - 1.14 Options exercised - - - - Options expired/forfeited/cancelled 1,264 (1,264 ) - 2.09 June 30, 2019 929 14,938 270 $ 2.27 Options exercisable at June 30, 2019 9,213 $ 2.59 At the effective time of the Asterias Merger, BioTime assumed sponsorship of the Asterias 2013 Equity Incentive Plan (the “Asterias Equity Plan”), with references to Asterias and Asterias common stock therein to be deemed references to BioTime and BioTime common stock. There were 7,309,184 shares available under the Asterias Equity Plan immediately before the closing of the Asterias Merger, which became 5,189,520 shares immediately following the Asterias Merger. The shares available under the Asterias Equity Plan will be for awards granted to those former Asterias employees who continued as BioTime employees upon consummation of the Asterias Merger. A summary of activity under the Asterias Equity Plan from the closing date of the Asterias Merger through June 30, 2019 is as follows (in thousands, except per share amounts): Shares Available for Grant Number of Options Outstanding Number of RSUs Outstanding Weighted Average Exercise Price March 8, 2019 5,190 - - $ - Options granted (490 ) 490 - 1.59 Options exercised - - - - Options forfeited 105 (105 ) - 1.63 June 30, 2019 4,805 385 - 1.58 Options exercisable at June 30, 2019 - $ - Stock-based compensation expense The fair value of each option award is estimated on the date of grant using a Black-Scholes option pricing model applying the weighted-average assumptions noted in the following table: Six Months Ended June 30, (unaudited) 2019 2018 Expected life (in years) 6.06 5.87 Risk-free interest rates 2.5 % 2.6 % Volatility 60.2 % 56.1 % Dividend yield - % - % Operating expenses include stock-based compensation expense as follows (in thousands): Three Months Ended June 30, (unaudited) Six Months Ended June 30, (unaudited) 2019 2018 2019 2018 Research and development $ 161 $ 188 $ 283 $ 381 General and administrative 601 915 1,919 1,706 Total stock-based compensation expense $ 762 $ 1,103 $ 2,202 $ 2,087 The expense related to 84,940 shares of Asterias restricted stock unit awards that immediately vested on the closing of the Asterias Merger and converted into the right to receive shares of BioTime common stock based on the Merger Exchange Ratio, resulting in 60,304 shares of BioTime common stock issued on March 8, 2019, which were included in stock-based compensation expense for the six months ended June 30, 2019. The expense was not included as part of the purchase price of the Asterias Merger because these awards were principally attributable to post-combination services. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The provision for income taxes for interim periods is generally determined using an estimated annual effective tax rate as prescribed by ASC 740-270, Income Taxes, Interim Reporting For items that BioTime cannot reliably estimate on an annual basis (principally unrealized gains or losses generated by changes in the market prices of the OncoCyte, and AgeX shares of common stock BioTime holds, and prior to March 8, 2019, Asterias shares BioTime held), BioTime uses the actual year to date effective tax rate rather than an estimated annual effective tax rate to determine the tax effect of each item, including the use of all available net operating losses and other credits or deferred tax assets. Although the deconsolidation of OncoCyte was not a taxable transaction to BioTime and did not create a current income tax payment obligation to BioTime, the market value of the shares of OncoCyte common stock BioTime holds creates a deferred tax liability to BioTime based on the closing prices of the shares, less BioTime’s tax basis in the shares. The deferred tax liability generated by the OncoCyte shares that BioTime holds as of June 30, 2019, is a source of future taxable income to BioTime, as prescribed by ASC 740-10-30-17, that will more likely than not result in the realization of its deferred tax assets to the extent of the deferred tax liability. This deferred tax liability is determined based on the closing prices of the OncoCyte shares as of June 30, 2019. Due to the inherent unpredictability of future prices of those shares, BioTime cannot reliably estimate or project those deferred tax liabilities on an annual basis. Therefore, the deferred tax liability pertaining to OncoCyte shares, determined based on the actual closing prices on the last stock market trading day of the applicable accounting period, and the related impacts to the valuation allowance and deferred tax asset changes, are recorded in the accounting period in which they occur. Prior to the Asterias Merger discussed in Note 3, the Asterias shares of common stock BioTime held generated similar deferred tax liabilities to BioTime as the OncoCyte shares discussed above. As of the Asterias Merger date and due to Asterias becoming a wholly owned subsidiary of BioTime, the Asterias deferred tax liabilities were eliminated with a corresponding adjustment to BioTime’s valuation allowance, resulting in no tax provision or benefit from this adjustment. On March 23, 2018, Ascendance was acquired by a third party in a merger through which AgeX received approximately $3.2 million in cash for its shares of Ascendance common stock. For financial reporting purposes, AgeX recognized a $3.2 million gain as a sale of its equity method investment in Ascendance. The sale was a taxable transaction to AgeX generating a taxable gain of approximately $2.2 million. BioTime had sufficient losses from operations to offset the entire gain resulting in no income taxes due. The income tax consequences of the AgeX Deconsolidation are discussed below. The Juvenescence Transaction discussed in Note 5 was a taxable event for BioTime that resulted in a gross taxable gain of approximately $29.4 million, which BioTime fully offset with available net operating losses (“NOL”) and NOL carryforwards, resulting in no net income taxes due. Although the AgeX Deconsolidation on August 30, 2018 was not a taxable transaction to BioTime and did not result in a current tax payment obligation, the unrealized financial reporting gain (see Note 6) on the AgeX Deconsolidation generated a deferred tax liability in accordance with ASC 740, primarily representing BioTime’s difference between book and tax basis of AgeX common stock on the AgeX Deconsolidation date. This deferred tax liability was fully offset by a corresponding release of BioTime’s valuation allowance on deferred tax assets, resulting in no income tax provision or benefit from the AgeX Deconsolidation. The deferred tax liabilities on BioTime’s investments in OncoCyte, Asterias and AgeX are considered to be sources of taxable income as prescribed by ASC 740-10-30-17 that will more likely than not result in the realization of its deferred tax assets to the extent of those deferred tax liabilities, thereby reducing the need for a valuation allowance. The distribution of AgeX shares of common stock to BioTime shareholders (see Note 6) on November 28, 2018 was a taxable event for BioTime that resulted in a gross taxable gain of approximately $26.4 million, which was fully offset by NOL carryforwards, resulting in no income taxes due. In connection with the Asterias Merger, a deferred tax liability of $13.0 million was recorded as part of the acquisition accounting (see Note 3). The deferred tax liability (“DTL”) is related to fair value adjustments for the assets and liabilities acquired in the Asterias Merger, principally consisting of IPR&D. This estimate of deferred taxes was determined based on the excess of the estimated fair values of the acquired assets and liabilities over the tax basis of the assets and liabilities acquired. The statutory tax rate was applied, as appropriate, to the adjustment based on the jurisdiction in which the adjustment is expected to occur. This estimate of deferred income tax liabilities is preliminary and is subject to change based upon BioTime’s final determination of the fair value of assets acquired and liabilities assumed. Because the IPR&D (prior to completion or abandonment of the R&D) is considered an indefinite-lived asset for accounting purposes, the fair value of the IPR&D on the acquisition date creates a deferred income tax liability in accordance with ASC 740. This DTL is computed using the fair value of the IPR&D assets on the acquisition date multiplied by BioTime’s respective federal and state income tax rates. While this DTL would reverse on impairment or sale or commencement of amortization of the related intangible assets, those events are not anticipated under ASC 740 for purposes of predicting reversal of a temporary difference to support the realization of deferred tax assets, except for certain deferred tax assets and credit carryforwards that are also indefinite in nature as of the Asterias Merger date, which may be considered for reversal under ASC 740 as further discussed below. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. For federal and state income tax purposes, as a result of the deconsolidation of AgeX, Asterias and OncoCyte and the deferred tax liabilities generated from the market values of AgeX, Asterias and OncoCyte shares from the respective deconsolidation dates, including the changes to those deferred tax liabilities due to changes in the AgeX, Asterias and OncoCyte stock prices, BioTime’s deferred tax assets exceeded its deferred tax liabilities as of December 31, 2018. As a result, BioTime established a full valuation allowance as of December 31, 2018 due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets. For the three and six months ended June 30, 2019, BioTime reversed a portion of its valuation allowance. The partial reversal of the historical valuation allowance is related to BioTime’s deferred tax assets and credit carryforwards and is due to the acquired taxable temporary differences, primarily consisting of the acquired IPR&D discussed above and in Notes 3 and 8. ASC 740 allows for deferred tax assets and credit carryforwards, that are both available and indefinite in nature, to be used against similar deferred tax liabilities as a source of income to support the realization of those deferred tax assets and credit carryforwards. Any benefit recognized from such a reversal of the valuation allowance is recorded outside of the acquisition accounting. Accordingly, the $1.2 million and $5.6 million valuation allowance release and the corresponding tax benefits were primarily related to state research and development credits, including current year federal net operating losses generated for the three and six months ended June 30, 2019, respectively, both of which are available and indefinite in nature. BioTime did not record any provision or benefit for income taxes for the three and six months ended June 30, 2018 as BioTime had a full valuation allowance for the periods presented. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 14. Supplemental Cash Flow Information Non-cash investing and financing transactions presented separately from the condensed consolidated statements of cash flows for the six months ended June 30, 2019 and 2018 are as follows (in thousands): Six Months Ended June 30, (unaudited) 2019 2018 Supplemental disclosures of non-cash investing and financing activities: Issuance of common stock for the Asterias Merger (Note 3) $ 32,353 $ - Assumption of liabilities in the Asterias Merger (Note 3) 1,136 - Assumptions of warrants in the Asterias Merger (Note 3) 867 - |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Alameda Lease In December 2015, BioTime entered into a lease for approximately 30,795 square feet of rentable space in two buildings located in an office park in Alameda, California (the “Alameda Lease”). The term of the Alameda Lease commenced effective February 1, 2016 and expires on January 31, 2023, unless BioTime exercises its option to renew the lease for an additional five years. Base rent under the Alameda Lease beginning on February 1, 2019 is $70,521 per month and will increase by approximately 3% annually on every February 1 thereafter during the lease term. Prior to the adoption of ASC 842 on January 1, 2019 (see Note 2), the lease payments allocated to the lease liability for leasehold improvements reimbursed by the landlord were amortized as debt service on that liability using the effective interest method over the lease term. See Note 2 for discussion of the impact of adoption of ASC 842 on January 1, 2019, and below for the ROU assets and liabilities recorded in connection with the adoption of ASC 842 as of, and during the six months ended June 30, 2019 for the Alameda Lease. In addition to base rent, BioTime will pay a pro rata portion of increases in certain expenses, including real property taxes, utilities (to the extent not separately metered to the leased space) and the landlord’s operating expenses, over the amounts of those expenses incurred by the landlord. As security for the performance of its obligations under the Alameda Lease, BioTime provided the landlord with a security deposit of approximately $424,000, which was reduced to $78,000 on January 24, 2019 in accordance with the terms of the lease. The security deposit amount is considered restricted cash and $78,000 is included in deposits and other long-term assets as of June 30, 2019 (see Note 2). Carlsbad Lease In May 2019, BioTime entered into a lease for approximately 8,841 square feet of rentable space in an office park in Carlsbad, California (the “Carlsbad Lease”). The term of the Carlsbad Lease commenced on August 1, 2019 and expires on October 31, 2022. Base rent under the Carlsbad Lease beginning on August 1, 2019 is $17,850 per month and will increase by 3% annually on every August 1 thereafter during the lease term. Base rent for the first twenty-four months of the lease is based upon a deemed rentable area of 7,000 square feet. Base rent is abated for months two through five of the lease. In addition to base rent, BioTime will pay a pro rata portion of increases in certain expenses, including real property taxes, utilities (to the extent not separately metered to the leased space) and the landlord’s operating expenses, over the amounts of those expenses incurred by the landlord. As security for the performance of its obligations under the Alameda Lease, BioTime provided the landlord with a security deposit of approximately $17,850. New York Leased Office Space BioTime currently pays $5,050 per month for the use of approximately 900 square feet of office space in New York City, which is made available to BioTime for use in conducting meetings and other business affairs, on a month-by-month basis, by one of its directors at an amount that approximates his cost. This lease was not in the scope of ASC 842 because it is a month to month lease (see Note 2). Cell Cure Lease Cell Cure leases 728.5 square meters (approximately 7,842 square feet) of office and laboratory space in Jerusalem, Israel under a lease that expires December 31, 2020, with two options to extend the lease for 5 years each. Base monthly rent is NIS 37,882 (approximately US $11,000 per month using the December 31, 2018 exchange rate). In addition to base rent, Cell Cure pays a pro rata share of real property taxes and certain costs related to the operation and maintenance of the building in which the leased premises are located. On January 28, 2018, Cell Cure entered into another lease agreement for an additional 934 square meters (approximately 10,054 square feet) of office space in the same facility in Jerusalem, Israel under a lease that expires on December 31, 2025, with two options to extend the lease for 5 years each (the “January 2018 Lease”). The January 2018 Lease commenced on April 1, 2018 and included a leasehold improvement construction allowance of up to NIS 4,000,000 (approximately up to $1.1 million using the December 31, 2018 exchange rate) from the landlord. The leasehold improvements were completed in December 2018 and the entire allowance was used. Beginning on January 1, 2019, combined base rent and construction allowance payments for the January 2018 Lease are NIS 93,827 per month (approximately $26,000 per month). Prior to the adoption of ASC 842 on January 1, 2019, Cell Cure was considered the owner of the tenant improvements under construction under ASC 840-40-55 as Cell Cure, among other things, had the primary obligation to pay for construction costs and Cell Cure retains exclusive use of the leased facilities for its office, research and cGMP manufacturing facility requirements after construction was completed (“build to suit” lease). In accordance with the ASC 840 guidance, amounts expended by Cell Cure for construction was reported as construction in progress, and the proceeds received from the landlord, if any, are reported as a lease liability. As of December 31, 2018, approximately $1.1 million under the January 2018 Lease was incurred and recorded as leasehold improvement construction in progress (see Note 7), with a corresponding amount included in long term lease liability representing the full amount utilized from the landlord’s leasehold improvement construction allowance. By March 2019, the landlord paid the complete leasehold improvement construction allowance and the property was placed in service. See Note 2 discussion of the impact of adoption of ASC 842 on January 1, 2019, and below for the ROU assets and liabilities recorded in connection with the adoption of ASC 842 as of, and during the six months ended June 30, 2019 for the Cell Cure and January 2018 Leases above (the “Cell Cure Leases”). In December 2018, Cell Cure made a $388,000 deposit required under the January 2018 Lease, which amount is included in deposits and other long-term assets on the consolidated balance sheet as of December 31, 2018, to be held as restricted cash during the term of the January 2018 Lease. Adoption of ASC 842 The below tables provide the amounts recorded in connection with the adoption of ASC 842 as of, and during the six months ended June 30, 2019, for BioTime’s operating and financing leases, as applicable. Supplemental cash flow information related to leases was as follows (in thousands): Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 670 Operating cash flows from financing leases 17 Financing cash flows from financing leases 14 Right of use assets obtained in exchange for lease obligations: Operating leases 89 Financing leases - Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount rate): June 30, 2019 Operating leases Right-of-use assets, net $ 4,554 Right-of-use lease liabilities, current 923 Right-of-use lease liabilities, noncurrent 3,825 Total operating lease liabilities $ 4,748 Financing leases Property and equipment, gross $ 146 Accumulated depreciation (35 ) Property and equipment, net $ 111 Current liabilities 33 Long-term liabilities 93 Total finance lease liabilities $ 126 Weighted average remaining lease term Operating leases 4.7 years Finance leases 3.9 years Weighted average discount rate Operating leases 9.0 % Finance leases 10.0 % Future minimum lease commitments are as follows (in thousands): Operating Finance Year Ending December 31, 2019 $ 720 $ 22 2020 1,459 43 2021 1,365 36 2022 1,268 36 2023 393 15 Thereafter 1,015 - Total lease payments $ 6,220 $ 152 Less imputed interest (1,472 ) (26 ) Total $ 4,748 $ 126 Research and Option Agreement On January 5, 2019, BioTime and Orbit Biomedical Limited (“Orbit”) entered into a Research and Option Agreement (the “Orbit Agreement”) for an exclusive partnership to assess Orbit’s vitrectomy-free subretinal injection device as a means of delivering OpRegen in BioTime’s ongoing Phase I/IIa clinical trial. The term of the Orbit Agreement is for one year unless certain research activities and related data specified in the Orbit Agreement is obtained sooner. The access fees payable by BioTime to Orbit for its technology and the injection device are $2.5 million in the aggregate, of which $1.25 million was paid in January 2019 upon execution of the Orbit Agreement and the remaining $1.25 million payment is due on the earlier of (i) six months from the Orbit Agreement date or, (ii) upon completion of certain collaborative research activities using the Orbit technology for the OpRegen Phase I/IIa clinical trial, as specified in the Orbit Agreement. In addition to the access fees, BioTime will pay Orbit for costs of consumables, training services, travel costs and other out of pocket expenses incurred by Orbit for performing services under the Orbit Agreement. BioTime has exclusive rights to the Orbit technology and its injection device for the treatment of dry-AMD during the term of the Orbit Agreement and may extend the term for an additional three months by paying Orbit a cash fee of $500,000. For the three and six months ended June 30, 2019, BioTime amortized $0.6 million and $1.25 million of the upfront payment fee included in research and development expenses. As of June 30, 2019, BioTime had not incurred the remaining $1.25 million access fee. In July 2019, BioTime completed the collaborative research activities referred to above and the second $1.25 million payment will be made in August 2019. Litigation BioTime will be subject to various claims and contingencies in the ordinary course of its business, including those related to litigation, business transactions, employee-related matters, and others. When BioTime is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, BioTime will record a liability for the loss. If the loss is not probable or the amount of the loss cannot be reasonably estimated, BioTime will disclose the claim if the likelihood of a potential loss is reasonably possible and the amount involved could be material. BioTime is not aware of any claims likely to have a material adverse effect on its financial condition or results of operations. On February 19, 2019, a putative shareholder class action lawsuit was filed (captioned Lampe v. Asterias Biotherapeutics, Inc. et al On June 3, 2019, defendants filed demurrers to the Amended Complaint. Plaintiffs’ counsel subsequently indicated that, after reviewing the demurrers and analyzing certain documents produced by defendants, Plaintiffs wished to voluntarily dismiss the action with prejudice as to themselves, and without prejudice as to the unnamed putative class members. Plaintiffs’ counsel also indicated that, independent of their decision to voluntarily dismiss the action, Plaintiffs believe they have a claim for attorneys’ fees and expenses in connection with the purported benefit conferred on Asterias stockholders by the Supplemental Disclosures (the “Fee Claim”). On July 26, 2019, the parties entered into a stipulation to stay the briefing schedule on the demurrers and to take the hearing on the demurrers off calendar so that the parties could discuss the Fee Claim (the “Stipulation”). On July 29, 2019, the Court entered the Stipulation as an order, took the demurrer hearing off calendar, and set a case management conference for September 17, 2019. Thereafter, the parties began negotiating the Fee Claim and, on August 5, 2019, agreed in principle to resolve the Fee Claim for $200,000. The parties intend to submit a stipulation to the Court seeking dismissal of the action with prejudice as to the named Plaintiffs and without prejudice as to the unnamed putative class members, and seeking approval of the negotiated Fee Claim. BioTime continues to believe that the claims and allegations in the action lack merit, but believes that it is in BioTime’s shareholders’ best interest for the action to be dismissed and to resolve the Fee Claim in a timely manner without additional costly litigation expenses. Employment contracts BioTime has entered into employment agreements with certain executive officers. Under the provisions of the agreements, BioTime may be required to incur severance obligations for matters relating to changes in control, as defined in the agreements, and involuntary terminations. Indemnification In the normal course of business, BioTime may provide indemnifications of varying scope under BioTime’s agreements with other companies or consultants, typically BioTime’s clinical research organizations, investigators, clinical sites, suppliers and others. Pursuant to these agreements, BioTime will generally agree to indemnify, hold harmless, and reimburse the indemnified parties for losses and expenses suffered or incurred by the indemnified parties arising from claims of third parties in connection with the use or testing of BioTime’s products and services. Indemnification provisions could also cover third party infringement claims with respect to patent rights, copyrights, or other intellectual property pertaining to BioTime products and services. The term of these indemnification agreements will generally continue in effect after the termination or expiration of the particular research, development, services, or license agreement to which they relate. The potential future payments BioTime could be required to make under these indemnification agreements will generally not be subject to any specified maximum amount. Historically, BioTime has not been subject to any claims or demands for indemnification. BioTime also maintains various liability insurance policies that provide BioTime with insurance against claims or demands for indemnification in specified circumstances. As a result, BioTime believes the fair value of these indemnification agreements is minimal. Accordingly, BioTime has not recorded any liabilities for these agreements as of June 30, 2019 and December 31, 2018. Royalty obligations and license fees BioTime and its subsidiaries or affiliates are parties to certain licensing agreements with research institutions, universities and other parties for the rights to use those licenses and other intellectual property in conducting research and development activities. These licensing agreements provide for the payment of royalties by BioTime or the applicable party to the agreement on future product sales, if any. In addition, in order to maintain these licenses and other rights during the product development, BioTime or the applicable party to the contract must comply with various conditions including the payment of patent related costs and annual minimum maintenance fees. Annual minimum maintenance fees are approximately $135,000 to $150,000 per year. The research and development risk for these products is significant. License fees and related expenses under these agreements were immaterial for the periods presented in the condensed consolidated interim financial statements provided herein. Grants Under the terms of the grant agreement between Cell Cure and Israel Innovation Authority (“IIA”) (formerly the Office of the Chief Scientist of Israel) of the Ministry of Economy and Industry, for the development of OpRegen ® Israeli law pertaining to such government grants contain various conditions, including substantial penalties and restrictions on the transfer of intellectual property, or the manufacture, or both, of products developed under the grant outside of Israel, as defined by the IIA. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events In July 2019, BioTime sold 2,250,000 shares of common stock of OncoCyte for net proceeds of $4.2 million and recorded a realized loss on sale of $1.4 million, including commissions and fees. Following the completion of the sale, BioTime owns approximately 23.9% or 12.4 million shares of OncoCyte’s outstanding common stock. In July 2019, BioTime sold 647,397 shares of common stock of Hadasit for net proceeds of approximately $1.2 million and recorded a realized gain on sale of $0.3 million, including commissions and fees. Following the completion of the sale, BioTime owns approximately 8.1% or 0.9 million shares of Hadasit’s outstanding common stock. On July 30, 2019, BioTime conducted its annual shareholder meeting and received shareholder approval to increase the maximum common shares available for grant under the 2012 Equity Incentive Plan from 16,000,000 common shares to 24,000,000 common shares. |
Basis of Presentation, Liquid_2
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of consolidation BioTime’s condensed consolidated interim financial statements include the accounts of its subsidiaries. The following table reflects BioTime’s ownership, directly or through one or more subsidiaries, of the outstanding shares of its operating subsidiaries as of June 30, 2019. Subsidiary Field of Business BioTime Country Asterias BioTherapeutics, Inc. Cell therapy clinical development programs in spinal cord injury and oncology 100% USA Cell Cure Neurosciences Ltd. (“Cell Cure”) Products to treat age-related macular degeneration 99% (1) Israel ES Cell International Pte. Ltd. (“ESI”) Stem cell products for research, including clinical grade cell lines produced under cGMP 100% Singapore OrthoCyte Corporation (“OrthoCyte”) Developing bone grafting products for orthopedic diseases and injuries 99.8% USA (1) For the three and six months ended June 30, 2018, BioTime’s unaudited consolidated results include AgeX’s consolidated results for the full period presented. As a result of the AgeX Deconsolidation, beginning on August 30, 2018 (a) AgeX’s consolidated financial statements and consolidated results are no longer a part of BioTime’s condensed consolidated interim financial statements and results, and (b) the fair value of AgeX common stock held by BioTime is now reflected on BioTime’s condensed consolidated balance sheet and the changes in the fair value of those shares during the applicable reporting period are reflected as gains or losses in BioTime’s condensed consolidated statements of operations included in other income and expenses, net. All material intercompany accounts and transactions have been eliminated in consolidation. As of June 30, 2019, BioTime consolidated its direct and indirect wholly owned or majority-owned subsidiaries because BioTime has the ability to control their operating and financial decisions and policies through its ownership, and the noncontrolling interest is reflected as a separate element of shareholders’ equity on BioTime’s consolidated balance sheets. |
Liquidity | Liquidity Since inception, BioTime has incurred significant operating losses and has funded its operations primarily through the issuance of equity securities, sale of common stock of AgeX, a former subsidiary, receipt of research grants, royalties from product sales, license revenues and sales of research products. Additionally, BioTime raised $4.2 million in a sale of a portion of its OncoCyte holdings and $1.2 million in sales of a portion of its Hadasit Bio-Holdings Ltd. (“Hadasit”) holdings in July 2019 (see Note 16). At June 30, 2019, BioTime had an accumulated deficit of approximately $252.4 million, working capital of $12.6 million and shareholders’ equity of $131.8 million. BioTime has evaluated its projected cash flows and believes that its $16.7 million of cash, cash equivalents and marketable equity securities at June 30, 2019, plus the $4.2 million in net proceeds from the sale of OncoCyte shares of common stock in July 2019 and the value of its remaining equity investment in OncoCyte (which was approximately $21.7 million based on the closing price of OncoCyte common stock of $1.75 per share on August 6, 2019), provide sufficient cash, cash equivalents, and liquidity to carry out BioTime’s current planned operations through at least twelve months from the issuance date of the consolidated financial statements included herein. If BioTime needs near term working capital or liquidity to supplement its cash and cash equivalents for its operations, BioTime may sell some, or all, of its investments, as necessary. The AgeX Distribution was completed on November 28, 2018 when AgeX became a publicly traded company (see Note 6). BioTime continues to hold a minority interest in AgeX that may be a source of additional liquidity to BioTime as a marketable equity security. If the promissory note issued by Juvenescence in favor of BioTime discussed in Note 5 is converted into equity securities of Juvenescence prior to its maturity date, the Juvenescence equity securities may be marketable securities that BioTime may use to supplement its liquidity, as needed. If such promissory note is not converted, it is payable in cash, plus accrued interest, at maturity on August 30, 2020. On March 8, 2019, with the consummation of the Asterias Merger, Asterias became BioTime’s wholly owned subsidiary. BioTime began consolidating Asterias’ operations and results with its operations and results beginning on March 8, 2019 (see Note 3). As BioTime integrates Asterias’ operations into its own, BioTime expects to make extensive reductions in headcount and to reduce non-clinical related spend, in each case, as compared to Asterias’ operations before the Asterias Merger. BioTime’s projected cash flows are subject to various risks and uncertainties, and the unavailability or inadequacy of financing to meet future capital needs could force BioTime to modify, curtail, delay, or suspend some or all aspects of its planned operations. BioTime’s determination as to when it will seek new financing and the amount of financing that it will need will be based on BioTime’s evaluation of the progress it makes in its research and development programs, any changes to the scope and focus of those programs, any changes in grant funding for certain of those programs, and projection of future costs, revenues, and rates of expenditure. BioTime may be required to delay, postpone, or cancel clinical trials or limit the number of clinical trial sites, unless it is able to obtain adequate financing. In addition, BioTime has incurred and expects to continue incurring significant costs in connection with the acquisition of Asterias and with integrating its operations. BioTime may incur additional costs to maintain employee morale and to retain key employees. BioTime cannot assure that adequate financing will be available on favorable terms, if at all. Sales of additional equity securities by BioTime or its subsidiaries and affiliates could result in the dilution of the interests of current shareholders. |
Business Combinations | Business Combinations BioTime accounts for business combinations, such as the Asterias Merger completed in March 2019, in accordance with ASC Topic 805, which requires the purchase price to be measured at fair value. When the purchase consideration consists entirely of shares of BioTime’s common stock, BioTime calculates the purchase price by determining the fair value, as of the acquisition date, of shares issued in connection with the closing of the acquisition. BioTime recognizes estimated fair values of the tangible assets and intangible assets acquired, including in-process research and development (“IPR&D”), and liabilities assumed as of the acquisition date, and records as goodwill any amount of the fair value of the tangible and intangible assets acquired and liabilities assumed in excess of the purchase price. |
Equity Method Investments at Fair Value | Equity method investments at fair value BioTime uses the equity method of accounting when it has the ability to exercise significant influence, but not control, as determined in accordance with GAAP, over the operating and financial policies of a company. For equity method investments which BioTime has elected to measure at fair value, unrealized gains and losses are reported in the consolidated statements of operations in other income and expenses, net. As further discussed in Note 4, BioTime has elected to account for its OncoCyte shares at fair value using the equity method of accounting because beginning on February 17, 2017, the respective date on which BioTime deconsolidated OncoCyte, BioTime has not had control of OncoCyte, as defined by GAAP, but continues to exercise significant influence over this company. Under the fair value method, BioTime’s value in shares of common stock it holds in OncoCyte is marked to market at each balance sheet date using the closing price of OncoCyte common stock on the NYSE American multiplied by the number of shares of OncoCyte held by BioTime, with changes in the fair value of the OncoCyte shares included in other income and expenses, net, in the consolidated statements of operations. The OncoCyte shares are considered level 1 assets as defined by ASC 820, Fair Value Measurements and Disclosures Prior to the Asterias Merger completed on March 8, 2019 discussed in Note 3, BioTime accounted for its Asterias shares held at fair value, using the equity method of accounting. |
Revenue Recognition | Revenue Recognition During the first quarter of 2018, BioTime adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) ASU 2014-09, Revenues from Contracts with Customers (Topic 606) BioTime recognizes revenue in a manner that depicts the transfer of control of a product or a service to a customer and reflects the amount of the consideration it is entitled to receive in exchange for such product or service. In doing so, BioTime follows a five-step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) the customer obtains control of the product or service. BioTime considers the terms of a contract and all relevant facts and circumstances when applying the revenue recognition standard. BioTime applies the revenue recognition standard, including the use of any practical expedients, consistently to contracts with similar characteristics and in similar circumstances. BioTime’s largest source of revenue is currently related to government grants. In applying the provisions of ASU 2014-09, BioTime has determined that government grants are out of the scope of ASU 2014-09 because the government entities do not meet the definition of a “customer”, as defined by ASU 2014-09, as there is not considered to be a transfer of control of good or services to the government entities funding the grant. BioTime has, and will continue to, account for grants received to perform research and development services in accordance with ASC 730-20, Research and Development Arrangements Deferred grant revenues represent grant funds received from the governmental funding agencies for which the allowable expenses have not yet been incurred as of the balance sheet date reported. As of June 30, 2019, deferred grant revenue was immaterial. |
Basic and Diluted Net Income (Loss) Per Share Attributable to Common Shareholders | Basic and diluted net income (loss) per share attributable to common shareholders Basic earnings per share is calculated by dividing net income or loss attributable to BioTime common shareholders by the weighted average number of common shares outstanding, net of unvested restricted stock or restricted stock units, subject to repurchase by BioTime, if any, during the period. Diluted earnings per share is calculated by dividing the net income or loss attributable to BioTime common shareholders by the weighted average number of common shares outstanding, adjusted for the effects of potentially dilutive common shares issuable under outstanding stock options and warrants, using the treasury-stock method, convertible preferred stock, if any, using the if-converted method, and treasury stock held by subsidiaries, if any. For the three months ended June 30, 2019, and for the three and six months ended June 30, 2018, BioTime reported a net loss attributable to common shareholders, and therefore, all potentially dilutive common stock was considered antidilutive for those periods. For the six months ended June 30, 2019, BioTime reported net income attributable to common shareholders, and therefore, performed an analysis of common share equivalents to determine their impact on diluted net income, and determined that none of the common share equivalents were dilutive. The following weighted average common share equivalents were excluded from the computation of diluted net income (loss) per common share for the periods presented because including them would have been antidilutive (in thousands): Three Months Ended June 30, (unaudited) Six Months Ended June 30, (unaudited) 2019 2018 2019 2018 Stock options 15,374 8,990 15,103 8,990 Warrants (1) - 8,795 - 8,795 BioTime Warrants (2) 1,296 - 917 - Restricted stock units 271 535 275 535 (1) The warrants expired on October 1, 2018. (2) Although the BioTime Warrants are classified as liabilities, these warrants are considered for dilutive earnings per share calculations in accordance with ASC 260, Earnings Per Share |
Lease Accounting and Impact of Adoption of the New Lease Standard | Lease accounting and impact of adoption of the new lease standard On January 1, 2019, BioTime adopted ASU 2016-02, Leases Codification Improvements to Topic 842, Leases, Leases (Topic 842): Targeted improvements, BioTime management determines if an arrangement is a lease at inception. Leases are classified as either financing or operating, with classification affecting the pattern of expense recognition in the consolidated statements of operations. When determining whether a lease is a finance lease or an operating lease, ASC 842 does not specifically define criteria to determine “major part of remaining economic life of the underlying asset” and “substantially all of the fair value of the underlying asset.” For lease classification determination, BioTime continues to use (i) greater to or equal to 75% to determine whether the lease term is a major part of the remaining economic life of the underlying asset and (ii) greater to or equal to 90% to determine whether the present value of the sum of lease payments is substantially the fair value of the underlying asset. Under the available practical expedients, BioTime accounts for the lease and non-lease components as a single lease component. BioTime recognizes right-of-use (“ROU”) assets and lease liabilities for leases with terms greater than twelve months in the condensed consolidated balance sheet. ROU assets represent BioTime’s right to use an underlying asset during the lease term and lease liabilities represent BioTime’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of BioTime’s leases do not provide an implicit rate, BioTime uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. BioTime uses the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. BioTime’s lease terms may include options to extend or terminate the lease when it is reasonably certain that BioTime will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Operating leases are included as right-of-use assets in property and equipment (see Note 15), and ROU lease liabilities, current and long-term, in the condensed consolidated balance sheets. Financing leases are included in property and equipment, and in financing lease liabilities, current and long-term, in BioTime’s condensed consolidated balance sheets. In connection with the adoption on ASC 842 on January 1, 2019, BioTime derecognized net book value of leasehold improvements and corresponding lease liabilities of $1.9 million and $2.0 million, respectively, which was the carrying value of certain operating leases as of December 31, 2018, included in property and equipment and lease liabilities, respectively, recorded pursuant to build to suit lease accounting under the previous ASC 840 lease standard. The derecognition of these amounts from the superseded ASC 840 lease standard was offset by a cumulative effect adjustment of $0.1 million as a reduction of BioTime’s accumulated deficit on January 1, 2019. These build to suit leases were primarily related to the Alameda and the Cell Cure Leases described in Note 15. ASC 842 requires build to suit leases recognized on BioTime’s consolidated balance sheets as of December 31, 2018 to be derecognized upon the adoption of the new lease standard and be recognized in accordance with the new standard on January 1, 2019. The adoption of ASC 842 had a material impact in BioTime’s consolidated balance sheets, with the most significant impact resulting from the recognition of ROU assets and lease liabilities for operating leases with remaining terms greater than twelve months on the adoption date (see Note 15). BioTime’s accounting for financing leases (previously referred to as “capital leases”) remained substantially unchanged. |
Other Recently Adopted Accounting Pronouncements | Other recently adopted accounting pronouncements Adoption of ASU 2016-18 Statement of Cash Flows (Topic 230) Statement of Cash Flows (Topic 230): Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheet dates that comprise the total of the same such amounts shown in the condensed consolidated statements of cash flows for all periods presented herein and effected by the adoption of ASU 2016-18 (in thousands): June 30, 2019 December 31, 2018 June 30, 2018 December 31, 2017 (unaudited) (unaudited) Cash and cash equivalents $ 8,210 $ 23,587 $ 27,207 $ 36,838 Restricted cash included in prepaid expenses and other current assets (see Note 15) - 346 346 - Restricted cash included in deposits and other long-term assets (see Note 15) 586 466 78 847 Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 8,796 $ 24,399 $ 27,631 $ 37,685 Adoption of ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting - Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Recently Issued Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Basis of Presentation, Liquid_3
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Biotime's Ownership of Outstanding Shares of Its Subsidiaries | BioTime’s condensed consolidated interim financial statements include the accounts of its subsidiaries. The following table reflects BioTime’s ownership, directly or through one or more subsidiaries, of the outstanding shares of its operating subsidiaries as of June 30, 2019. Subsidiary Field of Business BioTime Country Asterias BioTherapeutics, Inc. Cell therapy clinical development programs in spinal cord injury and oncology 100% USA Cell Cure Neurosciences Ltd. (“Cell Cure”) Products to treat age-related macular degeneration 99% (1) Israel ES Cell International Pte. Ltd. (“ESI”) Stem cell products for research, including clinical grade cell lines produced under cGMP 100% Singapore OrthoCyte Corporation (“OrthoCyte”) Developing bone grafting products for orthopedic diseases and injuries 99.8% USA (1) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following weighted average common share equivalents were excluded from the computation of diluted net income (loss) per common share for the periods presented because including them would have been antidilutive (in thousands): Three Months Ended June 30, (unaudited) Six Months Ended June 30, (unaudited) 2019 2018 2019 2018 Stock options 15,374 8,990 15,103 8,990 Warrants (1) - 8,795 - 8,795 BioTime Warrants (2) 1,296 - 917 - Restricted stock units 271 535 275 535 (1) The warrants expired on October 1, 2018. (2) Although the BioTime Warrants are classified as liabilities, these warrants are considered for dilutive earnings per share calculations in accordance with ASC 260, Earnings Per Share |
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheet dates that comprise the total of the same such amounts shown in the condensed consolidated statements of cash flows for all periods presented herein and effected by the adoption of ASU 2016-18 (in thousands): June 30, 2019 December 31, 2018 June 30, 2018 December 31, 2017 (unaudited) (unaudited) Cash and cash equivalents $ 8,210 $ 23,587 $ 27,207 $ 36,838 Restricted cash included in prepaid expenses and other current assets (see Note 15) - 346 346 - Restricted cash included in deposits and other long-term assets (see Note 15) 586 466 78 847 Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 8,796 $ 24,399 $ 27,631 $ 37,685 |
Asterias Merger (Tables)
Asterias Merger (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Merger Consideration Transferred | The calculation of the purchase price for the Asterias Merger and the Merger Consideration transferred on March 8, 2019 was as follows (in thousands, except for share and per share amounts): BioTime Shareholders Total Outstanding Asterias common stock as of March 8, 2019 21,747,569 34,783,333 (1) 56,530,902 (1) Exchange ratio 0.710 0.710 0.710 BioTime common stock issuable 15,440,774 (2) 24,695,898 (3) 40,136,672 Per share price of BioTime common stock as of March 8, 2019 $ 1.31 $ 1.31 $ 1.31 Purchase price (in $000s) $ 20,227 (2) $ 32,353 $ 52,580 (1) Includes 81,810 shares of Asterias restricted stock unit awards that immediately vested on March 8, 2019 and converted into the right to receive shares of BioTime common stock based on the Merger Exchange Ratio, resulting in 58,085 shares of BioTime common stock issued on March 8, 2019 as part of the Merger Consideration. These restricted stock units were principally attributable to pre-combination services and included as part of the purchase price in accordance with ASC 805. See Note 12 for Asterias restricted stock units that vested on the closing of the Asterias Merger attributable to post-combination services that were recorded outside of the purchase price as an immediate charge to stock-based compensation expense. (2) Estimated fair value for BioTime’s previously held 38% ownership interest in Asterias common stock is part of the total purchase price of Asterias for purposes of the purchase price allocation under ASC 805 and for BioTime’s adjustment of its 38% interest to fair value at the effective date of the Asterias Merger and immediately preceding the consolidation of Asterias’ results with BioTime. No actual shares of BioTime common stock were issued to BioTime in connection with the Asterias Merger. (3) Net of a de minimis number of fractional shares which were paid in cash. |
Schedule of Identifiable Tangible and Intangible Assets Acquired and Liabilities Assumed | The following table sets forth a preliminary allocation of the purchase price to Asterias’ tangible and identifiable intangible assets acquired and liabilities assumed on the closing of the Asterias Merger, with the excess recorded as goodwill (in thousands): Assets acquired: Cash and cash equivalents $ 3,117 Prepaid expenses and other assets, current and noncurrent 660 Machinery and equipment 369 Long-lived intangible assets - royalty contracts 650 Acquired in-process research and development (“IPR&D”) 46,540 Total assets acquired 51,336 Liabilities assumed: Accrued liabilities and accounts payable 1,136 Liability classified warrants 867 Deferred license revenue 200 Long-term deferred income tax liability 12,965 Total liabilities assumed 15,168 Net assets acquired, excluding goodwill (a) 36,168 Fair value of BioTime common stock held by Asterias (b) 3,435 Total purchase price (c) 52,580 Estimated goodwill (c-a-b) $ 12,977 |
Schedule of Valuation of Identifiable Intangible Assets and Their Estimated Useful Lives | The valuation of identifiable intangible assets and their estimated useful lives are as follows (in thousands, except for useful life): Preliminary Estimated Asset Fair Value Useful Life (Years) (in thousands, except for useful life) In process research and development (“IPR&D”) $ 46,540 n/a Royalty contracts 650 5 $ 47,190 |
Equity Method Accounting for _2
Equity Method Accounting for Common Stock of Oncocyte, at Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
OncoCyte Corporation [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Schedule of Condensed Results of Operations and Balance Sheet Information | OncoCyte’s unaudited condensed results of operations for the periods presented are summarized below (in thousands): Three Months Ended June 30, (unaudited) Six Months Ended June 30, (unaudited) 2019 2018 2019 2018 Condensed Statement of Operations: Research and development expense $ 1,508 $ 2,322 $ 2,851 $ 3,784 General and administrative expense 3,636 1,335 6,085 3,122 Sales and marketing expense 318 569 523 1,227 Loss from operations (5,462 ) (4,226 ) (9,459 ) (8,133 ) Net loss $ (5,384 ) $ (4,505 ) $ (9,248 ) $ (8,284 ) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | At June 30, 2019 and December 31, 2018, property and equipment was comprised of the following (in thousands): June 30, 2019 December 31, 2018 (unaudited) Equipment, furniture and fixtures $ 4,563 $ 3,842 Leasehold improvements 2,790 3,910 Right-of-use assets (1) 5,065 - Accumulated depreciation and amortization (3,698 ) (3,185 ) Property and equipment, net 8,720 4,567 Construction in progress - 1,268 Property and equipment, net, and construction in progress $ 8,720 $ 5,835 (1) BioTime adopted ASC 842 on January 1, 2019. For additional information on this standard and right-of-use assets and liabilities see Notes 2 and 15. |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets, Net | At June 30, 2019 and December 31, 2018, goodwill and intangible assets, net consisted of the following (in thousands): June 30, 2019 December 31, 2018 (unaudited) Goodwill (1) $ 12,977 $ - Intangible assets: Acquired IPR&D - OPC1 (from the Asterias Merger) (2) $ 31,700 $ - Acquired IPR&D - VAC2 (from the Asterias Merger) (2) 14,840 - Intangible assets subject to amortization: Acquired patents 19,010 19,010 Acquired royalty contracts (2) 650 Other 10 10 Total intangible assets 66,210 19,020 Accumulated amortization (16,889 ) (15,895 ) Intangible assets, net $ 49,321 $ 3,125 (1) Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed in the Asterias Merger (see Note 3). (2) See Note 3 for information on the Asterias Merger which was consummated on March 8, 2019. |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | At June 30, 2019 and December 31, 2018, accounts payable and accrued liabilities consisted of the following (in thousands): June 30, 2019 December 31, 2018 (unaudited) Accounts payable (1) $ 2,778 $ 2,359 Accrued compensation (2) 1,970 2,456 Accrued liabilities (3) 2,035 1,639 Other current liabilities 76 9 Total $ 6,859 $ 6,463 (1) Includes $0.8 million of transaction costs related to the Asterias Merger (see Note 3) recorded outside of the business combination. (2) Includes $0.3 million of change of control and related transaction costs related to the Asterias Merger (see Note 3) recorded outside of the business combination. (3) Includes $0.3 million of transaction costs related to the Asterias Merger (see Note 3) recorded outside of the business combination. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | In the aggregate, BioTime charged Use Fees to OncoCyte and AgeX as follows (in thousands): Three Months Ended Six Months Ended 2019 2018 2019 2018 Research and development $ 491 $ 217 $ 984 $ 437 General and administrative 179 175 411 346 Total use fees $ 670 $ 392 $ 1,395 $ 783 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Schedule of Reconciliation of Changes in Shareholders' Equity | The following table documents the changes in shareholders’ equity for the three and six months ended June 30, 2019 (unaudited and in thousands): Preferred Shares Common Shares Noncontrolling Accumulated Other Total Number of Shares Amount Number of Shares Amount Accumulated Deficit Interest/ (Deficit) Comprehensive Income Shareholders’ Equity BALANCE AT DECEMBER 31, 2018 - $ - 127,136 $ 354,270 $ (261,856 ) $ (1,594 ) $ 1,426 $ 92,246 Shares issued in connection with the Asterias Merger - - 24,696 32,353 - - - 32,353 Shares retired in connection with the Asterias Merger - - (2,622 ) (3,435 ) - - - (3,435 ) Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes - - 118 (75 ) - - - (75 ) Stock-based compensation - - - 1,361 - - - 1,361 Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services - - 60 79 - - - 79 Adjustment upon adoption of leasing standard - - - - 143 - - 143 Foreign currency translation loss - - - - - - (732 ) (732 ) NET INCOME/(LOSS) - - - - 39,310 (14 ) - 39,296 BALANCE AT MARCH 31, 2019 - $ - 149,388 $ 384,553 $ (222,403 ) $ (1,608 ) $ 694 $ 161,236 Shares issued for settlement of BioTime Warrants - - 252 302 - - - 302 Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes - - 3 (2 ) - - - (2 ) Stock-based compensation - - - 762 - - - 762 Foreign currency translation loss - - - - - - (487 ) (487 ) NET LOSS - - - - (30,032 ) (20 ) - (30,052 ) BALANCE AT JUNE 30, 2019 - $ - 149,643 $ 385,615 $ (252,435 ) $ (1,628 ) $ 207 $ 131,759 The following table documents the changes in shareholders’ equity for the three and six months ended June 30, 2018 (unaudited and in thousands): Preferred Shares Common Shares Noncontrolling Accumulated Other Total Number Amount Number of Shares Amount Accumulated Deficit Interest/ (Deficit) Comprehensive Income Shareholders’ Equity BALANCE AT DECEMBER 31, 2017 - $ - 126,866 $ 378,487 $ (216,297 ) $ 1,622 $ 451 $ 164,263 Cumulative-effect adjustment for adoption of ASU 2016-01 on January 1, 2018 - - - - 328 - (328 ) - Cumulative-effect adjustment for adoption of Accounting Standard Codification, Topic 606, on January 1, 2018 - - - - 101 - - 101 Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes - - 3 (7 ) - - - (7 ) Stock-based compensation - - - 809 - - - 809 Stock-based compensation in subsidiaries - - - - - 175 - 175 Sale of subsidiary warrants in AgeX - - - - - 737 - 737 Subsidiary financing transactions with noncontrolling interests - AgeX - - - (103 ) - 103 - - Foreign currency translation adjustments - - - - - - 75 75 NET LOSS - - - - (63,548 ) (150 ) - (63,698 ) BALANCE AT MARCH 31, 2018 - $ - 126,869 $ 379,186 $ (279,416 ) $ 2,487 $ 198 $ 102,455 Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes - - 5 (5 ) - - - (5 ) Stock-based compensation - - - 825 - - - 825 Stock-based compensation of subsidiaries - - - - - 278 - 278 Additional adjustment for ASC Topic 606 - - - - 1 - - 1 Sale of subsidiary shares in AgeX - - - - - 5,000 - 5,000 Subsidiary financing transactions with noncontrolling interests - AgeX - - - 3,634 - (3,634 ) - - Subsidiary financing and other transactions with noncontrolling interests – Cell Cure - - - (111 ) - 70 - (41 ) Foreign currency translation adjustments - - - - - - 884 884 NET LOSS - - - - (4,215 ) (431 ) - (4,646 ) BALANCE AT JUNE 30, 2018 126,874 383,529 $ (283,630 ) $ 3,770 $ 1,082 $ 104,751 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options | The fair value of each option award is estimated on the date of grant using a Black-Scholes option pricing model applying the weighted-average assumptions noted in the following table: Six Months Ended June 30, (unaudited) 2019 2018 Expected life (in years) 6.06 5.87 Risk-free interest rates 2.5 % 2.6 % Volatility 60.2 % 56.1 % Dividend yield - % - % |
Schedule of Stock Based Compensation Expense | Operating expenses include stock-based compensation expense as follows (in thousands): Three Months Ended June 30, (unaudited) Six Months Ended June 30, (unaudited) 2019 2018 2019 2018 Research and development $ 161 $ 188 $ 283 $ 381 General and administrative 601 915 1,919 1,706 Total stock-based compensation expense $ 762 $ 1,103 $ 2,202 $ 2,087 |
2012 Equity Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity | A summary of BioTime’s 2012 Plan activity and other stock option awards granted outside of the 2012 Plan related information is as follows (in thousands, except per share amounts): Shares Available for Grant Number of Options Outstanding Number of RSUs Outstanding Weighted Average Exercise Price December 31, 2018 1,885 13,867 402 $ 2.44 AgeX distribution adjustment 117 (2 ) 3 - Restricted stock units vested - - (135 ) - Options granted (2,337 ) 2,337 - 1.14 Options exercised - - - - Options expired/forfeited/cancelled 1,264 (1,264 ) - 2.09 June 30, 2019 929 14,938 270 $ 2.27 Options exercisable at June 30, 2019 9,213 $ 2.59 |
Asterias 2013 Equity Incentive Plan [Member] | Asterias Biotherapeutics, Inc. [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity | A summary of activity under the Asterias Equity Plan from the closing date of the Asterias Merger through June 30, 2019 is as follows (in thousands, except per share amounts): Shares Available for Grant Number of Options Outstanding Number of RSUs Outstanding Weighted Average Exercise Price March 8, 2019 5,190 - - $ - Options granted (490 ) 490 - 1.59 Options exercised - - - - Options forfeited 105 (105 ) - 1.63 June 30, 2019 4,805 385 - 1.58 Options exercisable at June 30, 2019 - $ - |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Condensed Consolidated Statements of Cash Flows | Non-cash investing and financing transactions presented separately from the condensed consolidated statements of cash flows for the six months ended June 30, 2019 and 2018 are as follows (in thousands): Six Months Ended June 30, (unaudited) 2019 2018 Supplemental disclosures of non-cash investing and financing activities: Issuance of common stock for the Asterias Merger (Note 3) $ 32,353 $ - Assumption of liabilities in the Asterias Merger (Note 3) 1,136 - Assumptions of warrants in the Asterias Merger (Note 3) 867 - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows (in thousands): Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 670 Operating cash flows from financing leases 17 Financing cash flows from financing leases 14 Right of use assets obtained in exchange for lease obligations: Operating leases 89 Financing leases - |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount rate): June 30, 2019 Operating leases Right-of-use assets, net $ 4,554 Right-of-use lease liabilities, current 923 Right-of-use lease liabilities, noncurrent 3,825 Total operating lease liabilities $ 4,748 Financing leases Property and equipment, gross $ 146 Accumulated depreciation (35 ) Property and equipment, net $ 111 Current liabilities 33 Long-term liabilities 93 Total finance lease liabilities $ 126 Weighted average remaining lease term Operating leases 4.7 years Finance leases 3.9 years Weighted average discount rate Operating leases 9.0 % Finance leases 10.0 % |
Schedule of Future Minimum Lease Commitments | Future minimum lease commitments are as follows (in thousands): Operating Finance Year Ending December 31, 2019 $ 720 $ 22 2020 1,459 43 2021 1,365 36 2022 1,268 36 2023 393 15 Thereafter 1,015 - Total lease payments $ 6,220 $ 152 Less imputed interest (1,472 ) (26 ) Total $ 4,748 $ 126 |
Organization and Business Ove_2
Organization and Business Overview (Details Narrative) $ in Thousands | Mar. 08, 2019USD ($)shares | Mar. 08, 2019USD ($)shares | Jun. 30, 2019Programshares | Mar. 07, 2019 | Nov. 28, 2018shares |
Number of cell therapy programs | Program | 3 | ||||
Parent Company [Member] | Common Stock [Member] | |||||
Number of shares owned | 1,700,000 | ||||
Parent Company [Member] | Common Stock [Member] | OncoCyte Corporation [Member] | |||||
Ownership percentage | 28.00% | ||||
Number of shares owned | 14,700,000 | ||||
Merger Consideration [Member] | Parent Company [Member] | |||||
Stock-for-stock transaction | 24,695,898 | 24,695,898 | |||
Aggregate merger consideration amount | $ | $ 32,400 | $ 32,400 | |||
Merger Consideration [Member] | Asterias [Member] | |||||
Stock-for-stock transaction | 0.71 | 0.71 | |||
Merger Consideration [Member] | Asterias [Member] | Restricted Stock [Member] | |||||
Stock-for-stock transaction | 58,085 | 58,085 | |||
Merger Agreement [Member] | |||||
Ownership percentage | 38.00% |
Basis of Presentation, Liquid_4
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jan. 02, 2019 | Jul. 31, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Aug. 06, 2019 | Mar. 08, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Proceeds from sale of equity | ||||||||||
Accumulated deficit | (252,435) | $ (261,856) | ||||||||
Working capital | 12,600 | |||||||||
Shareholders' equity | $ 161,236 | $ 104,751 | $ 102,455 | 131,759 | $ 92,246 | $ 164,263 | ||||
Cash and cash equivalents and marketable securities | 16,700 | |||||||||
Common stock closing price per share | $ 1.31 | $ 0.62 | ||||||||
Common stock, value | $ 385,615 | $ 354,270 | ||||||||
Debt instrument maturity date | Aug. 30, 2020 | |||||||||
Lease payment rate, description | For lease classification determination, BioTime continues to use (i) greater to or equal to 75% to determine whether the lease term is a major part of the remaining economic life of the underlying asset and (ii) greater to or equal to 90% to determine whether the present value of the sum of lease payments is substantially the fair value of the underlying asset. | |||||||||
Value of leasehold improvements | $ 1,900 | |||||||||
Operating lease liabilities | 2,000 | $ 4,748 | ||||||||
Cumulative effect adjustment | $ 100 | $ 143 | $ 1 | $ 101 | ||||||
OncoCyte Corporation [Member] | ||||||||||
Equity investments | $ 36,539 | $ 20,250 | ||||||||
Common stock closing price per share | $ 3.95 | $ 2.55 | $ 2.10 | $ 2.49 | $ 1.38 | $ 4.65 | ||||
Subsequent Event [Member] | OncoCyte Corporation [Member] | ||||||||||
Equity investments | $ 21,700 | |||||||||
Common stock closing price per share | $ 1.75 | |||||||||
Subsequent Event [Member] | OncoCyte [Member] | ||||||||||
Proceeds from sale of equity | $ 4,200 | |||||||||
Subsequent Event [Member] | Hadasit [Member] | ||||||||||
Proceeds from sale of equity | $ 1,200 |
Basis of Presentation, Liquid_5
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies - Schedule of Biotime's Ownership of Outstanding Shares of its Subsidiaries (Details) | Jun. 30, 2019 | |
Asterias Biotherapeutics, Inc. [Member] | United States [Member] | ||
Noncontrolling Interest [Line Items] | ||
BioTime Ownership | 100.00% | |
Cell Cure Neurosciences, Ltd. [Member] | Israel | ||
Noncontrolling Interest [Line Items] | ||
BioTime Ownership | 99.00% | [1] |
ES Cell International Pte, Ltd. [Member] | Singapore | ||
Noncontrolling Interest [Line Items] | ||
BioTime Ownership | 100.00% | |
OrthoCyte Corporation [Member] | United States [Member] | ||
Noncontrolling Interest [Line Items] | ||
BioTime Ownership | 99.80% | |
[1] | Includes shares owned by BioTime and ESI. |
Basis of Presentation, Liquid_6
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Stock Options [Member] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 15,374,000 | 8,990,000 | 15,103,000 | 8,990,000 | |
Warrants [Member] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | [1] | 8,795,000 | 8,795,000 | ||
BioTime Warrants [Member] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | [2] | 1,296,000 | 917,000 | ||
Restricted Stock Units [Member] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 271,000 | 535,000 | 275,000 | 535,000 | |
[1] | The warrants expired on October 1, 2018. | ||||
[2] | Although the BioTime Warrants are classified as liabilities, these warrants are considered for dilutive earnings per share calculations in accordance with ASC 260, Earnings Per Share, and determined to be anti-dilutive for the period presented. |
Basis of Presentation, Liquid_7
Basis of Presentation, Liquidity and Summary of Significant Accounting Policie - Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 8,210 | $ 23,587 | $ 27,207 | $ 36,838 |
Restricted cash included in prepaid expenses and other current assets | 346 | 346 | ||
Restricted cash included in deposits and other long-term assets | 586 | 466 | 78 | 847 |
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows | $ 8,796 | $ 24,399 | $ 27,631 | $ 37,685 |
Asterias Merger (Details Narrat
Asterias Merger (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2019 | Mar. 08, 2019 | Mar. 08, 2019 | Apr. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | May 13, 2016 |
Closing price of common stock | $ 133,387 | $ 133,387 | $ 93,840 | |||||||
Number of warrants issued to purchase of common stock | 2,813,159 | |||||||||
Fair value of warrants | $ 372 | (271) | $ (351) | |||||||
Common stock held in investment | 2,621,811 | 2,621,811 | ||||||||
Share price, per share | $ 1.31 | $ 1.31 | $ 0.62 | |||||||
Fair value of equity method investment, shares | 21,700,000 | |||||||||
Fair value of equity method investment, value | $ 20,200 | $ 20,200 | $ 13,500 | |||||||
Fair value calculation, description | The fair value of the Asterias shares was approximately $20.2 million as of March 8, 2019, the closing date of the Asterias Merger, based on $0.93 per share, which was calculated by multiplying (a) $1.31, the closing price of BioTime common stock on such date by (b) the Merger Exchange Ratio. | |||||||||
General and Administrative [Member] | ||||||||||
Acquisition related costs | $ 900 | $ 4,400 | ||||||||
Common Stock [Member] | ||||||||||
Number of warrants issued to purchase of common stock | 2,959,559 | |||||||||
Exercise price | $ 4.37 | |||||||||
Warrant term | 5 years | |||||||||
Warrant expiration date | May 13, 2021 | |||||||||
BioTime Warrants [Member] | ||||||||||
Exercise price | $ 6.15 | $ 6.15 | ||||||||
Warrant expiration date | May 13, 2021 | May 13, 2021 | ||||||||
Fair value of warrants | $ 495 | |||||||||
AST Clinical Program [Member] | ||||||||||
Identifiable intangible asset acquired | $ 46,500 | |||||||||
Royalty Contracts [Member] | ||||||||||
Useful life of asset | 5 years | |||||||||
In Process Research and Development [Member] | ||||||||||
Identifiable intangible asset acquired | 31,700 | |||||||||
Regenerative Medicine [Member] | ||||||||||
Identifiable intangible asset acquired | $ 14,800 | |||||||||
December 31, 2018 to March 8, 2019 [Member] | ||||||||||
Unrealized loss | $ 6,700 | |||||||||
December 31, 2017 to June 30, 2018 [Member] | ||||||||||
Unrealized loss | $ 19,600 | |||||||||
December 31, 2017 to June 30, 2018 [Member] | Maximum [Member] | ||||||||||
Share price, per share | $ 2.25 | |||||||||
December 31, 2017 to June 30, 2018 [Member] | Minimum [Member] | ||||||||||
Share price, per share | $ 1.35 | |||||||||
Parent Company [Member] | ||||||||||
Number of warrants issued to purchase of common stock | 1,089,900 | 1,089,900 | ||||||||
Fair value of warrants | $ 332 | |||||||||
Exchange of shares | 251,835 | |||||||||
Exchange for cash | $ 40 | |||||||||
Asterias [Member] | ||||||||||
Upfront payment received | $ 1,000 | |||||||||
Estimated purchase price | $ 200 | |||||||||
Merger Consideration [Member] | Parent Company [Member] | ||||||||||
Stock-for-stock transaction | 24,695,898 | 24,695,898 | ||||||||
Closing price of common stock | $ 32,400 | $ 32,400 | ||||||||
Merger Consideration [Member] | Asterias [Member] | ||||||||||
Stock-for-stock transaction | 0.71 | 0.71 | ||||||||
Merger Consideration [Member] | Asterias [Member] | Restricted Stock [Member] | ||||||||||
Stock-for-stock transaction | 58,085 | 58,085 |
Asterias Merger - Schedule of M
Asterias Merger - Schedule of Merger Consideration Transferred (Details) - Asterias Biotherapeutics, Inc. [Member] $ / shares in Units, $ in Thousands | Mar. 08, 2019USD ($)$ / sharesshares | |
Outstanding Asterias common stock | 56,530,902 | [1] |
Exchange ratio | 0.710 | |
BioTime common stock issuable | 40,136,672 | |
Per share price of BioTime common stock | $ / shares | $ 1.31 | |
Purchase price | $ | $ 52,580 | |
Shareholders Other than BioTime [Member] | ||
Outstanding Asterias common stock | 34,783,333 | [1] |
Exchange ratio | 0.710 | |
BioTime common stock issuable | 24,695,898 | [2] |
Per share price of BioTime common stock | $ / shares | $ 1.31 | |
Purchase price | $ | $ 32,353 | |
Parent Company [Member] | ||
Outstanding Asterias common stock | 21,747,569 | |
Exchange ratio | 0.710 | |
BioTime common stock issuable | 15,440,774 | [3] |
Per share price of BioTime common stock | $ / shares | $ 1.31 | |
Purchase price | $ | $ 20,227 | [3] |
[1] | Includes 81,810 shares of Asterias restricted stock unit awards that immediately vested on March 8, 2019 and converted into the right to receive shares of BioTime common stock based on the Merger Exchange Ratio, resulting in 58,085 shares of BioTime common stock issued on March 8, 2019 as part of the Merger Consideration. These restricted stock units were principally attributable to pre-combination services and included as part of the purchase price in accordance with ASC 805. See Note 12 for Asterias restricted stock units that vested on the closing of the Asterias Merger attributable to post-combination services that were recorded outside of the purchase price as an immediate charge to stock-based compensation expense. | |
[2] | Net of a de minimis number of fractional shares which were paid in cash. | |
[3] | Estimated fair value for BioTime's previously held 38% ownership interest in Asterias common stock is part of the total purchase price of Asterias for purposes of the purchase price allocation under ASC 805 and for BioTime's adjustment of its 38% interest to fair value at the effective date of the Asterias Merger and immediately preceding the consolidation of Asterias' results with BioTime. No actual shares of BioTime common stock were issued to BioTime in connection with the Asterias Merger. |
Asterias Merger - Schedule of_2
Asterias Merger - Schedule of Merger Consideration Transferred (Details) (Parenthetical) - Asterias Biotherapeutics, Inc. [Member] | Mar. 08, 2019shares |
Parent Company [Member] | |
Number of shares issued | 58,085 |
Ownership interest | 38.00% |
Restricted Stock [Member] | |
Numbe of restricted stock vested | 81,810 |
Asterias Merger - Schedule of I
Asterias Merger - Schedule of Identifiable Tangible and Intangible Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2019 | Dec. 31, 2018 | ||
Estimated goodwill (c-a-b) | [1] | $ 12,977 | |
Asterias Biotherapeutics, Inc. [Member] | |||
Cash and cash equivalents | 3,117 | ||
Prepaid expenses and other assets, current and noncurrent | 660 | ||
Machinery and equipment | 369 | ||
Long-lived intangible assets - royalty contracts | 650 | ||
Acquired in-process research and development ("IPR&D") | 46,540 | ||
Total assets acquired | 51,336 | ||
Accrued liabilities and accounts payable | 1,136 | ||
Liability classified warrants | 867 | ||
Deferred license revenue | 200 | ||
Long-term deferred income tax liability | 12,965 | ||
Total liabilities assumed | 15,168 | ||
Net assets acquired, excluding goodwill (a) | 36,168 | ||
Fair value of BioTime common stock held by Asterias (b) | 3,435 | ||
Total purchase price (c) | 52,580 | ||
Estimated goodwill (c-a-b) | $ 12,977 | ||
[1] | Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed in the Asterias Merger (see Note 3). |
Asterias Merger - Schedule of V
Asterias Merger - Schedule of Valuation of Identifiable Intangible Assets and Their Estimated Useful Lives (Details) - Asterias Biotherapeutics, Inc. [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Preliminary Estimated Asset Fair Value | $ 47,190 |
In Process Research and Development [Member] | |
Preliminary Estimated Asset Fair Value | $ 46,540 |
Useful Life (Years) | 0 years |
Royalty Contracts [Member] | |
Preliminary Estimated Asset Fair Value | $ 650 |
Useful Life (Years) | 5 years |
Equity Method Accounting for _3
Equity Method Accounting for Common Stock of Oncocyte, at Fair Value (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | Mar. 08, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Feb. 17, 2017 | |
Closing price per share | $ 1.31 | $ 0.62 | ||||||||
OncoCyte Corporation [Member] | ||||||||||
Common stock at fair value | 14,700,000 | |||||||||
Fair value on investment | $ 36,500 | $ 36,500 | $ 20,300 | |||||||
Closing price per share | $ 2.49 | $ 2.55 | $ 2.49 | $ 2.55 | $ 3.95 | $ 1.38 | $ 2.10 | $ 4.65 | ||
Unrealized (gain) loss on equity method investment in at fair value | $ (21,425) | $ 6,603 | $ 16,288 | $ (30,816) |
Equity Method Accounting for _4
Equity Method Accounting for Common Stock of Oncocyte, at Fair Value - Schedule of Condensed Results of Operations and Balance sheet Information (Details) - OncoCyte Corporation [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Research and development expense | $ 1,508 | $ 2,322 | $ 2,851 | $ 3,784 |
General and administrative expense | 3,636 | 1,335 | 6,085 | 3,122 |
Sales and marketing expense | 318 | 569 | 523 | 1,227 |
Loss from operations | (5,462) | (4,226) | (9,459) | (8,133) |
Net loss | $ (5,384) | $ (4,505) | $ (9,248) | $ (8,284) |
Sale of Significant Ownership_2
Sale of Significant Ownership Interest in AgeX to Juvenescence Limited (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Nov. 02, 2018 | Aug. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2019 | Nov. 28, 2018 |
Debt instrument maturity date | Aug. 30, 2020 | ||||
Parent Company [Member] | Common Stock [Member] | |||||
Number of shares owned | 1,700,000 | ||||
Common stock shares issued and outstanding percentage | 4.80% | ||||
Juvenescence Limited [Member] | |||||
Number of share sold | 14,400,000 | ||||
Stock Purchase Agreement [Member] | Juvenescence Limited [Member] | |||||
Number of share sold | 14,400,000 | ||||
Sale of stock price per share | $ 3 | ||||
Purchase price of shares | $ 43,200 | ||||
Purchase price amount paid | $ 10,800 | ||||
Indemnity cap | $ 4,300 | ||||
Debt instrument interest rate | 7.00% | ||||
Proceeds from public offering | $ 50,000 | ||||
Stock Purchase Agreement [Member] | Juvenescence Limited [Member] | Series A Preferred Share [Member] | |||||
Debt conversion, price per share | $ 15.60 | ||||
Stock Purchase Agreement [Member] | Juvenescence Limited [Member] | Promissory Note [Member] | |||||
Purchase price amount paid | $ 21,600 | ||||
Debt instrument interest rate | 7.00% | ||||
Debt instrument maturity date | Aug. 30, 2020 | ||||
Interest income debt | $ 378 | $ 756 | |||
Promissory Note principal and accrued interest | $ 22,900 | $ 22,900 | |||
Stock Purchase Agreement [Member] | Juvenescence Limited [Member] | Closing of Transaction [Member] | |||||
Purchase price amount paid | $ 10,800 | ||||
Shareholder Agreement [Member] | |||||
Shareholder agreement description | BioTime and Juvenescence entered into a Shareholder Agreement, dated August 30, 2018, setting forth the governance, approval and voting rights of the parties with respect to their holdings of AgeX common stock, including rights of representation on the AgeX Board of Directors, approval rights, preemptive rights, rights of first refusal and co-sale and drag-along and tag-along rights for so long as either BioTime or Juvenescence continue to own at least 15% of the outstanding shares of AgeX common stock. |
Deconsolidation and Distribut_2
Deconsolidation and Distribution of AgeX (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Nov. 28, 2018 | Aug. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Nov. 29, 2018 |
Gain on sale of shares | |||||
AgeX Therapeutics, Inc. [Member] | |||||
Gain on deconsolidation | $ 78,500 | ||||
Gain on sale of shares | $ 39,200 | ||||
Parent Company [Member] | |||||
Percentage of ownership before transaction | 80.40% | ||||
Percentage of ownership after transaction | 40.20% | ||||
Parent Company [Member] | Common Stock [Member] | |||||
Number of shares owned | 1,700,000 | ||||
Percentage of outstanding common stock | 4.60% | ||||
Parent Company [Member] | Prorata Basis [Member] | |||||
Common stock, ratio description | one share of AgeX common stock for every 10 shares of BioTime common stock owned. | ||||
Parent Company [Member] | Prorata Basis [Member] | Common Stock [Member] | |||||
Common shares issued | 12,700,000 | ||||
Dividend-in-kind | $ 34,400 | ||||
Price per share | $ 2.71 | ||||
Juvenescence Limited [Member] | |||||
Number of share sold | 14,400,000 | ||||
Percentage of ownership before transaction | 5.60% | ||||
Percentage of ownership after transaction | 45.80% |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Financing leases related to property and equipment | $ 146 | $ 146 | $ 146 | ||
Depreciation and amortization expense | 244 | $ 279 | 513 | $ 560 | |
Construction in progress | 1,268 | ||||
Cell Cure Neurosciences, Ltd. [Member] | |||||
Construction in progress | $ 1,300 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Accumulated depreciation and amortization | $ (3,698) | $ (3,185) | |
Property and equipment, net | 8,720 | 4,567 | |
Construction in progress | 1,268 | ||
Property, plant and equipment, net, and construction in progress | 8,720 | 5,835 | |
Equipment, Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 4,563 | 3,842 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,790 | 3,910 | |
Right-of-Use Assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | $ 5,065 | |
[1] | BioTime adopted ASC 842 on January 1, 2019. For additional information on this standard and right-of-use assets and liabilities see Notes 2 and 15. |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Research and Development [Member] | ||||
Amortization expense | $ 475 | $ 581 | $ 949 | $ 1,200 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule of Goodwill and Intangible Assets, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | |
Goodwill | [1] | $ 12,977 | |
Other | 10 | 10 | |
Total intangible assets | 66,210 | 19,020 | |
Accumulated amortization | (16,889) | (15,895) | |
Intangible assets, net | 49,321 | 3,125 | |
IPR&D - OPC1 [Member] | |||
Total intangible assets | [2] | 31,700 | |
IPR&D - VAC2 [Member] | |||
Total intangible assets | [2] | 14,840 | |
Patents [Member] | |||
Total intangible assets | 19,010 | 19,010 | |
Royalty Contracts [Member] | |||
Total intangible assets | [2] | $ 650 | |
[1] | Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed in the Asterias Merger (see Note 3). | ||
[2] | See Note 3 for information on the Asterias Merger which was consummated on March 8, 2019. |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2019 | Dec. 31, 2018 | ||
Separation payments | $ 500 | ||
Accrued compensation | [1] | $ 1,970 | $ 2,456 |
Description of termination plan | Termination dates for these individuals range from August 9, 2019 to September 30, 2019. | ||
Accrued Seperation payments | $ 200 | ||
Asterias Biotherapeutics, Inc. [Member] | |||
Separation payments | $ 500 | ||
Description of termination plan | Termination dates for these individuals ranged from May 31, 2019 to June 28, 2019. | ||
Accrued Seperation payments | $ 300 | ||
Asterias Biotherapeutics, Inc. [Member] | General and Administrative [Member] | |||
Accrued compensation | 2,000 | ||
Asterias Biotherapeutics, Inc. [Member] | Three Employees Member [Member] | |||
Separation payments | $ 2,000 | ||
[1] | Includes $0.3 million of change of control and related transaction costs related to the Asterias Merger (see Note 3) recorded outside of the business combination. |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |||
Accounts payable | [1] | $ 2,778 | $ 2,359 |
Accrued compensation | [2] | 1,970 | 2,456 |
Accrued liabilities | [3] | 2,035 | 1,639 |
Other current liabilities | 76 | 9 | |
Total | $ 6,859 | $ 6,463 | |
[1] | Includes $0.8 million of transaction costs related to the Asterias Merger (see Note 3) recorded outside of the business combination. | ||
[2] | Includes $0.3 million of change of control and related transaction costs related to the Asterias Merger (see Note 3) recorded outside of the business combination. | ||
[3] | Includes $0.3 million of transaction costs related to the Asterias Merger (see Note 3) recorded outside of the business combination. |
Accounts Payable and Accrued _5
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Accounts Payable [Member] | ||
Transaction costs | $ 800 | $ 800 |
Accrued Compensation [Member] | ||
Transaction costs | 300 | 300 |
Accrued Liabilities [Member] | ||
Transaction costs | $ 300 | $ 300 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Mar. 23, 2018USD ($) | Mar. 21, 2018USD ($) | Apr. 30, 2019shares | Jun. 30, 2019USD ($)ft² | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)ft² | Jun. 30, 2018USD ($) | Feb. 28, 2018USD ($)$ / sharesshares |
Purchase of in process research and development | $ 800,000 | |||||||
Gain on sale of equity method investment | 3,215,000 | |||||||
Office Space in New York City [Member] | ||||||||
Rent per month | $ 5,050 | |||||||
Area of office space square feet | ft² | 900 | 900 | ||||||
AgeX and Ascendance Biotechnology, Inc [Member] | ||||||||
Purchase of in process research and development | $ 800,000 | |||||||
Ascendance Biotechnology, Inc [Member] | ||||||||
Accounts receivable | $ 200,000 | |||||||
AgeX Therapeutics, Inc. [Member] | ||||||||
Proceeds from issuance of common stock | $ 3,200,000 | |||||||
Gain on sale of equity method investment | $ 3,200,000 | $ 3,200,000 | ||||||
Warrants to purchase of shares | shares | 248,600 | |||||||
Warrant exercise price share | $ / shares | $ 2.50 | |||||||
AgeX Therapeutics, Inc. [Member] | Alfred D. Kingsley [Member] | ||||||||
Warrant exercise price share | $ / shares | $ 0.50 | |||||||
Warrants value | $ 124,300 | |||||||
Broadwood Partners, L.P [Member] | ||||||||
Shares issued for settlement of warrants in connection with merger | shares | 251,835 | |||||||
Broadwood Partners, L.P [Member] | Neal Bradsher [Member] | ||||||||
Legal expenses | $ 140,000 | |||||||
OncoCyte Corporation and AgeX Therapeutics Inc [Member] | ||||||||
Markup rate on allocated costs | 5.00% | |||||||
Term of payment | 30 days | |||||||
Interest rate charged on unpaid and overdue invoices | 15.00% |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Total use fees | $ 670 | $ 392 | $ 1,395 | $ 783 |
Research and Development [Member] | ||||
Total use fees | 491 | 217 | 984 | 437 |
General and Administrative [Member] | ||||
Total use fees | $ 179 | $ 175 | $ 411 | $ 346 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Jul. 31, 2017 | Apr. 30, 2017 | May 13, 2016 | |
Preferred shares, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||
Preferred shares, shares issued | ||||||
Preferred shares, shares outstanding | ||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | |||
Common stock, no par value | ||||||
Common stock, issued | 149,643,000 | 149,643,000 | 127,136,000 | |||
Common stock, outstanding | 149,643,000 | 149,643,000 | 127,136,000 | |||
Warrants issued to purchase ordinary shares | 2,813,159 | |||||
Cell Cure Warrants [Member] | Consultants [Member] | ||||||
Warrants issued to purchase ordinary shares | 13,738 | 13,738 | ||||
Warrants expiring period, description | expire in October 2020 and January 2024 | |||||
Hadasit Bio-Holdings, Ltd [Member] | ||||||
Warrants issued to purchase ordinary shares | 24,566 | |||||
Warrants exercise price per share | $ 40.5359 | |||||
Warrant expiration date | Jul. 31, 2022 | |||||
Long-term Liabilities [Member] | Cell Cure [Member] | ||||||
Fair value of warrant | $ 300 | $ 300 | $ 400 | |||
Asterias Biotherapeutics, Inc. [Member] | ||||||
Warrants issued to purchase ordinary shares | 1,089,900 | 1,089,900 | ||||
Fair value of warrant | $ 289 | $ 289 | ||||
Warrants exercisable term | 30 days | |||||
Warrants exercise price per share | $ 6.15 | $ 6.15 | ||||
Warrant expiration date | May 13, 2021 | May 13, 2021 | ||||
Unrealized gain on warrants | $ 200 | $ 200 | ||||
Asterias Biotherapeutics, Inc. [Member] | Long-term Liabilities [Member] | ||||||
Fair value of warrant | $ 300 | $ 300 | ||||
Maximum [Member] | Cell Cure Warrants [Member] | Consultants [Member] | ||||||
Warrants exercise price per share | $ 40 | $ 40 | ||||
Minimum [Member] | Cell Cure Warrants [Member] | Consultants [Member] | ||||||
Warrants exercise price per share | $ 32.02 | $ 32.02 | ||||
Cantor Fitzgerald & Co [Member] | ||||||
Percentage of commission payable | 3.00% | |||||
Cantor Fitzgerald & Co [Member] | Sales Agreement [Member] | ||||||
Share value available for sale | $ 24,200 | $ 24,200 | ||||
Cantor Fitzgerald & Co [Member] | Maximum [Member] | Sales Agreement [Member] | ||||||
Aggregate offering price | $ 25,000 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Reconciliation of Changes in Shareholders' Equity (Details) - USD ($) $ in Thousands | Jan. 02, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Beginning balance | $ 92,246 | $ 161,236 | $ 92,246 | $ 102,455 | $ 164,263 | $ 92,246 | $ 164,263 |
Shares issued in connection with the Asterias Merger | 32,353 | ||||||
Shares retired in connection with the Asterias Merger | (3,435) | ||||||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes | (2) | (75) | (6) | (7) | |||
Stock-based compensation | 762 | 1,361 | 825 | 809 | |||
Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services | 79 | ||||||
Cumulative-effect adjustment for adoption of Accounting Standard Codification | 100 | 143 | 1 | 101 | |||
Foreign currency translation adjustments/loss | (487) | (732) | 884 | 75 | (1,219) | 959 | |
Shares issued for settlement of BioTime warrants | 302 | ||||||
Stock-based compensation in subsidiaries | 278 | 175 | |||||
Sale of subsidiary warrants in AgeX | 737 | ||||||
Sale of subsidiary shares in AgeX | 5,000 | ||||||
Subsidiary financing transactions with noncontrolling interests - AgeX | |||||||
Subsidiary financing and other transactions with noncontrolling interests - Cell Cure | (40) | ||||||
NET INCOME/(LOSS) | (30,052) | 39,296 | (4,646) | (63,698) | 9,244 | (68,344) | |
Ending balance | 131,759 | 161,236 | 104,751 | 102,455 | 131,759 | 104,751 | |
Preferred Shares [Member] | |||||||
Beginning balance | |||||||
Beginning balance, shares | |||||||
Shares issued in connection with the Asterias Merger | |||||||
Shares issued in connection with the Asterias Merger, shares | |||||||
Shares retired in connection with the Asterias Merger | |||||||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes | |||||||
Stock-based compensation | |||||||
Stock-based compensation, shares | |||||||
Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services | |||||||
Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services, shares | |||||||
Cumulative-effect adjustment for adoption of Accounting Standard Codification | |||||||
Foreign currency translation adjustments/loss | |||||||
Stock-based compensation in subsidiaries | |||||||
Sale of subsidiary warrants in AgeX | |||||||
Subsidiary financing transactions with noncontrolling interests - AgeX | |||||||
NET INCOME/(LOSS) | |||||||
Ending balance | |||||||
Ending balance, shares | |||||||
Common Shares [Member] | |||||||
Beginning balance | $ 354,270 | $ 384,553 | $ 354,270 | $ 379,186 | $ 378,487 | $ 354,270 | $ 378,487 |
Beginning balance, shares | 127,136,000 | 149,388,000 | 127,136,000 | 126,869,000 | 126,866,000 | 127,136,000 | 126,866,000 |
Shares issued in connection with the Asterias Merger | $ 32,353 | ||||||
Shares issued in connection with the Asterias Merger, shares | 24,696,000 | ||||||
Shares retired in connection with the Asterias Merger | $ (3,435) | ||||||
Shares retired in connection with the Asterias Merger, shares | (2,622,000) | ||||||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes | $ (2) | $ (75) | $ (6) | $ (7) | |||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes, shares | 3,000 | 118,000 | 5,000 | 3,000 | |||
Stock-based compensation | $ 762 | $ 1,361 | $ 825 | $ 809 | |||
Stock-based compensation, shares | |||||||
Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services | $ 79 | ||||||
Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services, shares | 60,000 | ||||||
Cumulative-effect adjustment for adoption of Accounting Standard Codification | |||||||
Foreign currency translation adjustments/loss | |||||||
Shares issued for settlement of BioTime warrants | $ 302 | ||||||
Shares issued for settlement of BioTime warrants, shares | 252,000 | ||||||
Stock-based compensation in subsidiaries | |||||||
Sale of subsidiary warrants in AgeX | |||||||
Subsidiary financing transactions with noncontrolling interests - AgeX | $ 3,634 | $ (103) | |||||
Subsidiary financing transactions with noncontrolling interests - AgeX, shares | |||||||
Subsidiary financing and other transactions with noncontrolling interests - Cell Cure | (111) | ||||||
NET INCOME/(LOSS) | |||||||
Ending balance | $ 385,615 | $ 384,553 | $ 383,529 | $ 379,186 | $ 385,615 | $ 383,529 | |
Ending balance, shares | 149,643,000 | 149,388,000 | 126,874,000 | 126,869,000 | 149,643,000 | 126,874,000 | |
Accumulated Deficit [Member] | |||||||
Beginning balance | $ (261,856) | $ (222,403) | $ (261,856) | $ (279,416) | $ (216,297) | $ (261,856) | $ (216,297) |
Shares issued in connection with the Asterias Merger | |||||||
Shares retired in connection with the Asterias Merger | |||||||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes | |||||||
Stock-based compensation | |||||||
Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services | |||||||
Cumulative-effect adjustment for adoption of Accounting Standard Codification | |||||||
Foreign currency translation adjustments/loss | |||||||
Stock-based compensation in subsidiaries | |||||||
Sale of subsidiary warrants in AgeX | |||||||
Subsidiary financing transactions with noncontrolling interests - AgeX | |||||||
NET INCOME/(LOSS) | (30,032) | 39,310 | (4,215) | (63,548) | |||
Ending balance | (252,435) | (222,403) | (283,630) | (279,416) | (252,435) | (283,630) | |
Accumulated Deficit [Member] | Adoption of Leasing Standard [Member] | |||||||
Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services | |||||||
Cumulative-effect adjustment for adoption of Accounting Standard Codification | 143 | ||||||
Accumulated Deficit [Member] | ASU 2016-01 [Member] | |||||||
Cumulative-effect adjustment for adoption of Accounting Standard Codification | 328 | ||||||
Accumulated Deficit [Member] | ASU 2014-09 [Member] | |||||||
Cumulative-effect adjustment for adoption of Accounting Standard Codification | 1 | 101 | |||||
Noncontrolling Interest/(Deficit) [Member] | |||||||
Beginning balance | (1,594) | (1,608) | (1,594) | 2,487 | 1,622 | (1,594) | 1,622 |
Shares issued in connection with the Asterias Merger | |||||||
Shares retired in connection with the Asterias Merger | |||||||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes | |||||||
Stock-based compensation | |||||||
Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services | |||||||
Cumulative-effect adjustment for adoption of Accounting Standard Codification | |||||||
Foreign currency translation adjustments/loss | |||||||
Stock-based compensation in subsidiaries | 278 | 175 | |||||
Sale of subsidiary warrants in AgeX | 737 | ||||||
Sale of subsidiary shares in AgeX | 5,000 | ||||||
Subsidiary financing transactions with noncontrolling interests - AgeX | (3,634) | 103 | |||||
Subsidiary financing and other transactions with noncontrolling interests - Cell Cure | 71 | ||||||
NET INCOME/(LOSS) | (20) | (14) | (431) | (150) | |||
Ending balance | (1,628) | (1,608) | 3,770 | 2,487 | (1,628) | 3,770 | |
Accumulated Other Comprehensive Income/(Loss) [Member] | |||||||
Beginning balance | $ 1,426 | 694 | 1,426 | 198 | 451 | 1,426 | 451 |
Shares issued in connection with the Asterias Merger | |||||||
Shares retired in connection with the Asterias Merger | |||||||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes | |||||||
Stock-based compensation | |||||||
Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services | |||||||
Cumulative-effect adjustment for adoption of Accounting Standard Codification | |||||||
Foreign currency translation adjustments/loss | (487) | (732) | 884 | 75 | |||
Stock-based compensation in subsidiaries | |||||||
Sale of subsidiary warrants in AgeX | |||||||
Subsidiary financing transactions with noncontrolling interests - AgeX | |||||||
NET INCOME/(LOSS) | |||||||
Ending balance | $ 207 | $ 694 | $ 1,082 | 198 | $ 207 | $ 1,082 | |
Accumulated Other Comprehensive Income/(Loss) [Member] | ASU 2016-01 [Member] | |||||||
Cumulative-effect adjustment for adoption of Accounting Standard Codification | $ (328) |
Stock-Based Awards (Details Nar
Stock-Based Awards (Details Narrative) - shares | Mar. 08, 2019 | Jun. 30, 2019 | Jul. 30, 2019 |
Asterias Biotherapeutics, Inc. [Member] | |||
Share based compensation, shares | 84,940 | ||
Asterias Biotherapeutics, Inc. [Member] | RSU Award [Member] | |||
Conversion of shares and common stock issued | 60,304 | ||
2012 Equity Incentive Plan [Member] | Maximum [Member] | |||
Number of shares available for grant | 16,000,000 | ||
2012 Equity Incentive Plan [Member] | Maximum [Member] | Subsequent Event [Member] | |||
Number of shares available for grant | 24,000,000 | ||
Asterias 2013 Equity Incentive Plan [Member] | |||
Number of shares available for grant | 7,309,184 | ||
Asterias 2013 Equity Incentive Plan [Member] | Asterias Biotherapeutics, Inc. [Member] | |||
Number of shares available for grant | 5,189,520 |
Stock-Based Awards - Schedule o
Stock-Based Awards - Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity (Details) - $ / shares | 4 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Stock Option Plan of 2012 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Available for Grant, Beginning balance | 1,885,000 | |
Shares Available for Grant, AgeX distribution adjustment | 117,000 | |
Shares Available for Grant, Restricted stock units vested | ||
Shares Available for Grant, Options granted | (2,337,000) | |
Shares Available for Grant, Options exercised | ||
Shares Available for Grant, Options expired/ forfeited/cancelled | 1,264,000 | |
Shares Available for Grant, Ending balance | 929,000 | 929,000 |
Number of Options Outstanding, Beginning balance | 13,867,000 | |
Number of Options Outstanding, AgeX distribution adjustment | (2,000) | |
Number of Options Outstanding, Restricted stock units vested | ||
Number of Options Outstanding, Options granted | 2,337,000 | |
Number of Options Outstanding, Options exercised | ||
Number of Options Outstanding, Options expired/forfeited/cancelled | (1,264,000) | |
Number of Options Outstanding, Ending balance | 14,938,000 | 14,938,000 |
Number of Options Outstanding, Options exercisable | 9,213,000 | 9,213,000 |
Number of RSUs Outstanding, Beginning balance | 402,000 | |
Number of RSUs Outstanding, AgeX distribution adjustment | 3,000 | |
Number of RSUs Outstanding, Restricted stock units vested | (135,000) | |
Number of RSUs Outstanding, Options granted | ||
Number of RSUs Outstanding, Options exercised | ||
Number of RSUs Outstanding, Options expired/forfeited/cancelled | ||
Number of RSUs Outstanding, Ending balance | 270,000 | 270,000 |
Weighted Average Exercise Price of Options Outstanding, beginning balance | $ 2.44 | |
Weighted Average Exercise Price of Options, AgeX distribution adjustment | ||
Weighted Average Exercise Price of Options, Restricted stock units vested | ||
Weighted Average Exercise Price of Options, Options granted | 1.14 | |
Weighted Average Exercise Price of Options, Options exercised | ||
Weighted Average Exercise Price of Options, Options expired/forfeited/cancelled | 2.09 | |
Weighted Average Exercise Price of Options, Outstanding end balance | $ 2.27 | 2.27 |
Weighted Average Exercise Price of Options, Options exercisable | $ 2.59 | $ 2.59 |
Asterias 2013 Equity Incentive Plan [Member] | Asterias Biotherapeutics, Inc. [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Available for Grant, Beginning balance | 5,190,000 | |
Shares Available for Grant, Options granted | (490,000) | |
Shares Available for Grant, Options exercised | ||
Shares Available for Grant, Options expired/ forfeited/cancelled | 105,000 | |
Shares Available for Grant, Ending balance | 4,805,000 | 4,805,000 |
Number of Options Outstanding, Beginning balance | ||
Number of Options Outstanding, Options granted | 490,000 | |
Number of Options Outstanding, Options exercised | ||
Number of Options Outstanding, Options expired/forfeited/cancelled | (105,000) | |
Number of Options Outstanding, Ending balance | 385,000 | 385,000 |
Number of Options Outstanding, Options exercisable | ||
Number of RSUs Outstanding, Beginning balance | ||
Number of RSUs Outstanding, Options granted | ||
Number of RSUs Outstanding, Options exercised | ||
Number of RSUs Outstanding, Options expired/forfeited/cancelled | ||
Number of RSUs Outstanding, Ending balance | ||
Weighted Average Exercise Price of Options Outstanding, beginning balance | ||
Weighted Average Exercise Price of Options, Options granted | 1.59 | |
Weighted Average Exercise Price of Options, Options exercised | ||
Weighted Average Exercise Price of Options, Options expired/forfeited/cancelled | 1.63 | |
Weighted Average Exercise Price of Options, Outstanding end balance | 1.58 | $ 1.58 |
Weighted Average Exercise Price of Options, Options exercisable |
Stock-Based Awards - Schedule_2
Stock-Based Awards - Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options (Details) - 2012 Plan [Member] | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years) | 6 years 22 days | 5 years 10 months 14 days |
Risk-free interest rates | 2.50% | 2.60% |
Volatility | 60.20% | 56.10% |
Dividend yield | 0.00% | 0.00% |
Stock-Based Awards - Schedule_3
Stock-Based Awards - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 762 | $ 1,103 | $ 2,202 | $ 2,087 |
Research and Development [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 161 | 188 | 283 | 381 |
General and Administrative [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 601 | $ 915 | $ 1,919 | $ 1,706 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Nov. 28, 2018 | Mar. 23, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Gain on sale of equity method investment | $ 3,215,000 | |||||
Valuation allowance | 1,200,000 | 5,600,000 | ||||
Provision or benefit for income taxes | ||||||
AgeX Therapeutics, Inc. [Member] | ||||||
Proceeds from issuance of common stock | $ 3,200,000 | |||||
Gain on sale of equity method investment | 3,200,000 | $ 3,200,000 | ||||
Taxable gain | $ 26,400,000 | 2,200,000 | ||||
Juvenescence Limited [Member] | ||||||
Taxable gain | $ 29,400,000 | |||||
Asterias Biotherapeutics, Inc. [Member] | ||||||
Deferred tax liability | $ 13,000,000 | $ 13,000,000 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Condensed Consolidated Statements of Cash Flows (Details) - Asterias Biotherapeutics, Inc. [Member] - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Issuance of common stock for the Asterias Merger | $ 32,353 | |
Assumption of liabilities in the Asterias Merger | 1,136 | |
Assumptions of warrants in the Asterias Merger | $ 867 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Aug. 05, 2019USD ($) | Jan. 28, 2019USD ($) | Jan. 28, 2019ILS (₪) | Jan. 05, 2019USD ($) | Apr. 02, 2018USD ($) | Apr. 02, 2018ILS (₪) | Jan. 28, 2018ft²m² | Jul. 31, 2019USD ($) | May 31, 2019ft² | Jan. 31, 2019USD ($) | Dec. 31, 2015ft²Subsidiary | Jun. 30, 2019USD ($)ft²m² | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)ft²m² | Jun. 30, 2018USD ($) | Aug. 01, 2019USD ($)ft² | Jun. 30, 2019ILS (₪)ft²m² | Feb. 01, 2019USD ($) | Jan. 24, 2019USD ($) | Dec. 31, 2018USD ($) |
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Leasehold improvement construction in progress | $ 1,268,000 | |||||||||||||||||||
Cash fee | 670,000 | $ 392,000 | 1,395,000 | $ 783,000 | ||||||||||||||||
Amortized upfront payment fee | 600,000 | 1,250,000 | ||||||||||||||||||
Access fees | 1,250,000 | |||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Minimum annual maintenance fees | 135,000 | |||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Minimum annual maintenance fees | 150,000 | |||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Loss contingency, agreed-in-principle fee claim | $ 200,000 | |||||||||||||||||||
Research and Option Agreement [Member] | Orbit Biomedical Limited [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Access fees payable | $ 2,500,000 | $ 1,250,000 | ||||||||||||||||||
Collaborative research activities description | The access fees payable by BioTime to Orbit for its technology and the injection device are $2.5 million in the aggregate, of which $1.25 million was paid in January 2019 upon execution of the Orbit Agreement and the remaining $1.25 million payment is due on the earlier of (i) six months from the Orbit Agreement date or, (ii) upon completion of certain collaborative research activities using the Orbit technology for the OpRegen Phase I/IIa clinical trial, as specified in the Orbit Agreement. In addition to the access fees, BioTime will pay Orbit for costs of consumables, training services, travel costs and other out of pocket expenses incurred by Orbit for performing services under the Orbit Agreement. BioTime has exclusive rights to the Orbit technology and its injection device for the treatment of dry-AMD during the term of the Orbit Agreement and may extend the term for an additional three months by paying Orbit a cash fee of $500,000. | |||||||||||||||||||
Cash fee | $ 500,000 | |||||||||||||||||||
Research and Option Agreement [Member] | Orbit Biomedical Limited [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Access fees payable | $ 1,250,000 | |||||||||||||||||||
Cell Cure [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Lease area | m² | 934 | |||||||||||||||||||
Lease, renewal term | 5 years | |||||||||||||||||||
Area of land | ft² | 10,054 | |||||||||||||||||||
Base rent and construction allowance per month | $ 26,000 | |||||||||||||||||||
Cell Cure [Member] | NIS [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Base rent and construction allowance per month | ₪ | ₪ 93,827 | |||||||||||||||||||
Office Space in New York City [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Base rent | $ 5,050 | $ 5,050 | ||||||||||||||||||
Area of land | ft² | 900 | 900 | 900 | |||||||||||||||||
Alameda Lease [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Lease area | ft² | 30,795 | 7,000 | ||||||||||||||||||
Number of buildings for lease | Subsidiary | 2 | |||||||||||||||||||
Lease commencement date | Feb. 1, 2016 | |||||||||||||||||||
Lease expiration date | Jan. 31, 2023 | |||||||||||||||||||
Lease, renewal term | 5 years | |||||||||||||||||||
Base rent | $ 17,850 | $ 70,521 | ||||||||||||||||||
Base rent increase rate | 3.00% | 3.00% | ||||||||||||||||||
Security deposit | $ 78,000 | $ 78,000 | $ 17,850 | $ 424,000 | ||||||||||||||||
Security deposit reduction in value | $ 78,000 | |||||||||||||||||||
Carlsbad Lease [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Lease area | ft² | 8,841 | |||||||||||||||||||
Lease commencement date | Aug. 1, 2019 | |||||||||||||||||||
Lease expiration date | Oct. 31, 2022 | |||||||||||||||||||
Office and Laboratory Space, Jerusalem, Israel [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Base rent | $ 11,000 | $ 11,000 | ||||||||||||||||||
Construction allowances of leasehold improvements | $ 1,100,000 | |||||||||||||||||||
Office and Laboratory Space, Jerusalem, Israel [Member] | NIS [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Base rent | ₪ | ₪ 37,882 | |||||||||||||||||||
Construction allowances of leasehold improvements | ₪ | ₪ 4,000,000 | |||||||||||||||||||
Office and Laboratory Space, Jerusalem, Israel [Member] | Cell Cure [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Lease area | m² | 728.5 | 728.5 | 728.5 | |||||||||||||||||
Lease expiration date | Dec. 31, 2025 | Dec. 31, 2020 | ||||||||||||||||||
Lease, renewal term | 5 years | 5 years | 5 years | |||||||||||||||||
Area of land | ft² | 7,842 | 7,842 | 7,842 | |||||||||||||||||
Lease option to extend, description | Lease that expires on December 31, 2025, with two options to extend the lease for 5 years each (the "January 2018 Lease"). | |||||||||||||||||||
January 2018 Lease [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Leasehold improvement construction in progress | 1,100,000 | |||||||||||||||||||
Deposit | $ 388,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Supplemental Cash Flow Information Related to Leases (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating cash flows from operating leases | $ 670 |
Operating cash flows from financing leases | 17 |
Financing cash flows from financing leases | 14 |
Right of use assets obtained in exchange for lease obligations: Operating leases | 89 |
Right of use assets obtained in exchange for lease obligations: Financing leases |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | |||
Right-of-use assets, net | $ 4,554 | ||
Right-of-use lease liabilities, current | 923 | ||
Right-of-use lease liabilities, noncurrent | 3,825 | $ 1,854 | |
Total operating lease liabilities | 4,748 | $ 2,000 | |
Property and equipment, gross | 146 | ||
Accumulated depreciation | (35) | ||
Property and equipment, net | 111 | ||
Current liabilities | 956 | 237 | |
Long-term liabilities | 93 | $ 104 | |
Total finance lease liabilities | $ 126 | ||
Weighted average remaining lease term Operating leases | 4 years 8 months 12 days | ||
Weighted average remaining lease term Finance leases | 3 years 10 months 25 days | ||
Weighted average discount rate Operating leases | 9.00% | ||
Weighted average discount rate Finance leases | 10.00% |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Future Minimum Lease Commitments (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 02, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
2019 | $ 720 | |
2020 | 1,459 | |
2021 | 1,365 | |
2022 | 1,268 | |
2023 | 393 | |
Thereafter | 1,015 | |
Total lease payments | 6,220 | |
Less imputed interest | (1,472) | |
Total | 4,748 | $ 2,000 |
2019 | 22 | |
2020 | 43 | |
2021 | 36 | |
2022 | 36 | |
2023 | 15 | |
Thereafter | ||
Total lease payments | 152 | |
Less imputed interest | (26) | |
Total | $ 126 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jul. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jul. 30, 2019 | Dec. 31, 2018 | |
Net proceeds from sale of equity | |||||||
Gain (loss) realized on sale of equity | $ 3,215 | ||||||
Common stock, outstanding | 149,643,000 | 149,643,000 | 127,136,000 | ||||
2012 Equity Incentive Plan [Member] | Maximum [Member] | |||||||
Number of shares available for grant | 16,000,000 | 16,000,000 | |||||
Subsequent Event [Member] | 2012 Equity Incentive Plan [Member] | Maximum [Member] | |||||||
Number of shares available for grant | 24,000,000 | ||||||
Subsequent Event [Member] | OncoCyte [Member] | |||||||
Number of share sold | 2,250,000 | ||||||
Net proceeds from sale of equity | $ 4,200 | ||||||
Gain (loss) realized on sale of equity | $ (1,400) | ||||||
Percentage of equity ownership | 23.90% | ||||||
Common stock, outstanding | 12,400,000 | ||||||
Subsequent Event [Member] | Hadasit [Member] | |||||||
Number of share sold | 647,397 | ||||||
Net proceeds from sale of equity | $ 1,200 | ||||||
Gain (loss) realized on sale of equity | $ 300 | ||||||
Percentage of equity ownership | 8.10% | ||||||
Common stock, outstanding | 900,000 |