BIOTIME INC
10-Q, 1996-11-14
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

          |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1996

                                       OR

          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                       For the transition period from to

Commission file number 1-12830

                                  BioTime, Inc.
             (Exact name of registrant as specified in its charter)

                California                                   94-3127919
  (State or other jurisdiction of incorporation             (IRS Employer
               or organization)                           Identification No.)

                                935 Pardee Street
                           Berkeley, California 94710
                    (Address of principal executive offices)

                                 (510) 845-9535
              (Registrant's telephone number, including area code)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing  requirements for the past 90 days. Yes X No APPLICABLE ONLY TO CORPORATE
ISSUERS:


     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.  2,792,071 common shares, no
par value, as of November 8, 1996.





                                        1

<PAGE>



<TABLE>
                          PART 1--FINANCIAL INFORMATION

Item 1. Financial Statements

                                  BIOTIME, INC,
                          (A Development Stage Company)

                            CONDENSED BALANCE SHEETS
                                   (Unaudited)
<CAPTION>


                                                                                  September 30,        June 30,
      ASSETS                                                                           1996              1996
                                                                                  --------------    ---------------
<S>                                                                               <C>               <C>

CURRENT ASSETS
Cash and cash equivalents                                                         $    2,019,144     $    2,443,121
Research & development supplies on hand                                                  200,000            200,000
Prepaid expenses and other current assets (Note 2)                                       159,344            214,094
                                                                                  --------------    ---------------
Total current assets                                                                   2,378,488          2,857,21

EQUIPMENT, Net of accumulated depreciation of $108,343 and $98,219                        91,436            101,559
OTHER ASSETS (Note 2)                                                                     69,422              9,700
                                                                                  --------------    ---------------
TOTAL ASSETS                                                                      $    2,539,346     $    2,968,474
                                                                                  ==============    ===============


        LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES--Accounts payable                                             $      173,591    $       129,229
                                                                                  --------------    ---------------

COMMITMENTS
SHAREHOLDERS' EQUITY:
Preferred Shares, no par value, undesignated as to Series,
 authorized 1,000,000 shares; none outstanding
Common Shares, no par value, authorized 5,000,000 shares; issued
 and outstanding 2,782,071 and 2,756,521                                              11,079,441         10,834,575
Contributed Capital                                                                       93,972             93,972
Deficit accumulated during development stage                                          (8,807,658)        (8,089,302)
                                                                                  --------------    ---------------
Total shareholders' equity                                                             2,365,755          2,839,245
                                                                                  --------------    ---------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                        $    2,539,346     $    2,968,474
                                                                                  ==============    ===============
<FN>
See notes to condensed financial statements.
</FN>
</TABLE>
                                        2

<PAGE>



<TABLE>
                                                     BIOTIME, INC.
                                             (A Development Stage Company)

                                          CONDENSED STATEMENTS OF OPERATIONS
                                                      (Unaudited)

<CAPTION>

                                                         Three Months Ended               Period from Inception
                                                           September 30,                   (November 30, 1990)
                                                       1996             1995              to September 30, 1996
                                                 ------------------------------           ---------------------
<S>                                              <C>              <C>                          <C>
EXPENSES:
Research and development                         $   (432,166)    $   (248,212)                $   (5,205,194)
General and administrative                           (306,353)        (133,373)                    (4,327,128)
                                                 -------------     ------------                ---------------
Total expenses                                       (738,519)        (381,585)                    (9,532,322)
                                                 -------------     ------------                ---------------

INCOME:
Interest                                                19,843           42,798                        698,541
Other                                                      320            1,380                         50,954
                                                 -------------     ------------                ---------------
Total income                                            20,163           44,178                        749,495
                                                 -------------     ------------                ---------------

NET LOSS                                         $   (718,356)      $ (337,407)                $   (8,782,827)
                                                 =============     ============                ===============
NET LOSS PER SHARE                               $      ( .26)      $    ( .13)                $       ( 4.43)
                                                 =============     ============                ===============

NUMBER OF SHARES USED FOR
 CALCULATION OF NET LOSS
 PER SHARE                                           2,774,836        2,592,710                      1,983,151
                                                 =============     ============                ===============

<FN>
See notes to condensed financial statements.
</FN>
</TABLE>

                                        3

<PAGE>



<TABLE>
                                  BIOTIME, INC.
                          (A Development Stage Company)

                       STATEMENTS OF SHAREHOLDERS' EQUITY
<CAPTION>


                                    Series A Convertible                                                Deficit
                                      Preferred Shares           Common Shares                        Accumulated
                                    ---------------------   ----------------------                      During
                                    Number of                                        Contributed      Development
                                     Shares      Amount                   Amount       Capital           Stage
                                    ---------   ---------   ---------   ----------   -----------     --------------
<S>                                 <C>        <C>          <C>         <C>          <C>             <C>
BALANCE, November 30, 1990
 (date of inception)

NOVEMBER 1990
 Common shares issued for cash                               437,587     $    263

DECEMBER 1990:
 Common shares issued for
 stock of a separate entity at fair
 value                                                       350,070      137,400
 Contributed equipment at appraised
 value                                                                                  $ 16,425
 Contributed cash                                                                         77,547

MAY 1991:
 Common shares issued for cash
 less offering costs                                           33,725       54,463
 Common shares issued for stock
 of a separate entity at fair value                            33,340       60,000

JULY 1991:
 Common shares issued for
 services performed                                            10,000       18,000

AUGUST-DECEMBER 1991
 Preferred shares issued for
 cash less  offering costs of
$125,700                             120,000     474,300

MARCH 1992:
 Common shares issued for
 cash less offering costs of
 $1,015,873                                                  724,500    4,780,127
 Preferred shares converted
 into common shares                 (120,000)   (474,300)    120,000      474,300
 Dividends declared and paid
 on preferred shares                                                                                    (24,831)

MARCH  1994:
 Common shares issued for cash less
 offering  costs of  $865,826                                 935,200     3,927,074
NET LOSS SINCE INCEPTION                                                                              (3,721,389)
                                    ---------   ---------   ---------   ----------     ---------     -----------
BALANCE AT JUNE 30, 1994                          $  --     2,644,422   $ 9,451,627    $ 93,972      $(3,746,220)
<FN>
See notes to financial statements.                                                                        (Continued)
</FN>
</TABLE>
                                        4

<PAGE>



<TABLE>
                                  BIOTIME, INC.
                          (A Development Stage Company)

                       STATEMENTS OF SHAREHOLDERS' EQUITY
<CAPTION>


                                                                                                          Deficit
                                        Preferred Shares           Common Shares                        Accumulated
                                       --------------------  ------------------------                     During
                                       Number of              Number of                 Contributed     Development
                                        Shares     Amount       Shares       Amount      Capital           Stage
                                       ---------  ---------  ------------  ----------   ----------   ---------------
<S>                                    <C>        <C>        <C>           <C>           <C>          <C>
AUGUST 1994  - JUNE 1995
 Common shares repurchased
 with cash                                                       (84,600)   (190,029)

NET LOSS                                                                                                (2,377,747)
                                       ---------  ---------     ---------  ----------     --------     ------------
BALANCE AT JUNE 30, 1995                  --      $  --         2,559,822  $9,261,598    $  93,972   $  (6,123,967)

JULY - SEPTEMBER 1995
 Common shares repurchased
 with cash                                                        (6,200)     (12,693)
 
Common shares warrants and options
 granted for services                                                         356,000

APRIL - JUNE 1996
 Common shares issued for
 cash (exercise of options and warrants)                          165,507   1,162,370

 Common shares issued for cash
 (lapse of recission)                                              37,392      67,300

NET LOSS                                                                                                (1,965,335)
                                       ---------  ---------     ---------  ----------     ---------    ------------
BALANCE AT JUNE 30, 1996                  --      $   --        2,756,521  $10,834,575    $  93,972    $(8,089,302)

JULY - SEPTEMBER 1996
 Common shares issued for cash
 (exercise of options and warrants)                                25,550     159,866

Common shares warrants and options
granted for service (Note 2)                                                   85,000

NET LOSS                                                                                                  (718,356)
                                       ---------  ---------     ---------  -----------     --------     ------------
BALANCE AT SEPTEMBER 30, 1996             --      $   --        2,782,071  $11,079,441    $ 93,972     $(8,807,658)
                                       =========  =========     =========  ===========     ========     ============
<FN>
See notes to financial statements.                                                                                 (Concluded)
</FN>
</TABLE>
                                        5

<PAGE>



<TABLE>
                                  BIOTIME, INC.
                          (A Development Stage Company)

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<CAPTION>
                                                                  Three Months Ended            Period from Inception
                                                                    September 30,                (November 30, 1990)
                                                               1996               1995           to September 30, 1996
                                                           ---------------------------------      ---------------------
<S>                                                     <C>                    <C>                   <C>
OPERATING ACTIVITIES:
Net loss                                                $  (718,356)          $ (337,407)           $  (8,782,827)
Adjustments to reconcile net loss to net
 cash used in operating activities:
 Depreciation and amortization                               10,124                8,943                  124,742
 Cost of Services - options and warrants                     70,413                                       256,346
 Changes in operating assets and
  liabilities:
  Research and development supplies on hand                                                              (200,000)
  Prepaid expenses and other current
   assets                                                     9,615               11,906                  (16,411)
  Deposits                                                                                                 (9,700)
  Organizational costs                                                                                     (4,196)
  Accounts payable                                           44,362             (248,560)                 173,588
                                                        -----------            ----------             ------------
Net cash used in operating activities                      (583,842)            (565,118)              (8,458,459)
                                                        -----------            ----------             ------------

INVESTING ACTIVITIES:
Sale of investments                                                                                       197,400
Purchase of short-term investments                                                                     (9,946,203)
Redemption of short-term investments                                                                    9,934,000
Purchase of equipment and furniture                                                 (652)                (183,353)
                                                        -----------            ----------             -----------
Net cash used in investing activities                        --                     (652)                   1,844
                                                        -----------            ----------             -----------

FINANCING ACTIVITIES:
Issuance of preferred shares for cash                                                                     600,000
Preferred shares placement costs                                                                         (125,700)
Issuance of common shares for cash                                                                     10,710,926
Net proceeds from exercise of common share options
and warrants                                                159,865                                     1,322,235
Common shares placement costs                                                                          (1,881,699)
Contributed capital - cash                                                                                 77,547
Dividends paid on preferred shares                                                                        (24,831)
Repurchase Common Shares                                                         (14,420)                (202,719)
                                                        -----------            ----------             -----------
Net cash provided by (used in) financing activities         159,865              (14,420)              10,475,759
                                                        -----------            ----------             -----------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS                                                (423,977)            (580,190)               2,019,144

CASH: AND CASH EQUIVALENTS:
At beginning of period                                    2,443,121             3,440,896                  --
                                                        -----------            ----------             -----------
At end of period                                        $ 2,019,144           $ 2,860,706            $  2,019,144
                                                        ===========            ==========             ===========
<FN>
See notes to condensed financial statements.                                                              (Continued)
</FN>
</TABLE>
                                        6

<PAGE>



<TABLE>
                                  BIOTIME, INC.
                          (A Development Stage Company)

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<CAPTION>

                                                            Three Months Ended             Period from Inception
                                                               September 30,                (November 30, 1990
                                                            1996          1995             to September 30, 1996
                                                       --------------------------        ---------------------- 
<S>                                                    <C>               <C>                   <C>
NONCASH FINANCING AND
 INVESTING ACTIVITIES:
Receipt of contributed equipment                                                                 $    16,425
Issuance of common shares
  in exchange for shares of
  common stock of Cryomedical
  Sciences, Inc. in a stock-for-stock
  transaction                                                                                    $   197,400
Accrued public offering costs                                                                    $    54,458
Granting of options and warrants for services           $ 85,000                                 $    441,00

<FN>
See notes to condensed financial statements.                                                              (Concluded)
</FN>
</TABLE>
                                        7

<PAGE>



                                  BIOTIME, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

1.       GENERAL AND DEVELOPMENT STAGE ENTERPRISE

         General - BioTime,  Inc. (the Company) was organized  November 30, 1990
         as a California corporation.  The Company is a biomedical organization,
         currently in the  development  stage,  which is engaged in research and
         development of synthetic plasma expanders,  blood substitute solutions,
         and organ  preservation  solutions,  for use in surgery,  trauma  care,
         organ transplant procedures, and other areas of medicine.

         The  interim  consolidated  financial  statements  presented  have been
         prepared by  BioTime,  Inc.  (the  Company)  without  audit and, in the
         opinion of management,  reflect all adjustments  necessary  (consisting
         only of normal  recurring  adjustments) to present fairly the financial
         position,  results of  operations  and cash flows at September 30, 1996
         and for all  periods  presented.  The  results  of  operations  for any
         interim  period are not  necessarily  indicative  of results for a full
         year.

         The  consolidated  Balance Sheet as of June 30, 1996,  has been derived
         from the  consolidated  financial  statements that have been audited by
         the  Company's   independent  public   accountants.   The  consolidated
         financial  statments  and  notes  are  presented  as  permitted  by the
         Securities  and  Exchange   Commission  and  do  not  contain   certain
         information  included in the annual consolidated  financial  statements
         and  notes  of the  Company.  It is  suggested  that  the  accompanying
         condensed consolidated financial statements be read in conjunction with
         the audited  consolidated  financial  statements  and the notes thereto
         contained in the  Company's  Annual  Report on Form 10-K for the fiscal
         year  ended  June 30,  1996,  filed with the  Securities  and  Exchange
         Commission.

         The preparation of the Company's  consolidated  financial statements in
         conformity with generally accepted  accounting  principles  necessarily
         requires  management to make estimates and assumptions  that affect the
         reported amounts of assets and liabilities and disclosure of contingent
         assets and liabilities in the consolidated  balance sheet dates and the
         reported amounts of income and expenses for the periods presented.

         Development  Stage Enterprise - Since  inception,  the Company has been
         engaged in research and  development  activities in connection with the
         development of synthetic plasma expanders,  blood substitute  solutions
         and  organ  preservation   products.   The  Company  has  not  had  any
         significant  operating  revenues and has incurred  operating  losses of
         $8,782,827  from  inception  to  September  30,  1996.  The  successful
         completion  of  the   Company's   product   development   program  and,
         ultimately,  achieving  profitable  operations is dependent upon future
         events  including  maintaining  adequate  capital to finance its future
         development activities, obtaining

                                        8

<PAGE>



         regulatory  approvals for products that may be ultimately developed and
         achieving  a level of sales  adequate  to support  the  Company's  cost
         structure.

         While the Company  successfully  completed two public  offerings of its
         common shares and, at September 30, 1996,  had remaining  cash and cash
         equivalents of over  $2,000,000,  management  believes that  additional
         funds will be required  for the  successful  completion  of its product
         development activities.

2.       SHAREHOLDERS' EQUITY

         The Board of  Directors  of the Company  adopted the 1992 Stock  Option
         Plan  (the  "Plan")  in  September  1992,  which  was  approved  by the
         shareholders at the 1992 Annual Meeting of Shareholders, on December 1,
         1992.  Under the Plan,  as amended,  the Company has  reserved  400,000
         Common Shares for issuance under options  granted to eligible  persons.
         No options may be granted  under the Plan more than ten years after the
         date the Plan was  adopted  by the Board of  Directors,  and no options
         granted  under the Plan may be exercised  after the  expiration  of ten
         years from the date of grant.

         At September 30, 1996, options for the purchase of 220,000 shares under
         the Plan were held by employees,  officers,  directors,  members of the
         scientific  advisory  board and certain  consultants.  Such options are
         exercisable at prices  ranging from $1.99 to $18.00  beginning from one
         to two years  after the grant date and  expire  after five to ten years
         from the  grant  date.  Certain  options  require  the  achievement  of
         performance  criteria.  During the quarter  ended  September  30, 1996,
         options to  purchase a total of 16,500  common  shares  were  issued to
         consultants  at an  average  option  price of  $18.00  per  share.  The
         estimated fair value of the services totaled $25,000 and was recognized
         in the period. At September 30, 1996,  161,666 options were exercisable
         at prices  ranging  from $1.99 to  $18.00.  Options  for 70,000  common
         shares have been exercised as of September 30, 1996.

         In  September  1996,  the Company  entered  into an  agreement  with an
         individual  to act  as an  advisor  to the  Company.  In  exchange  for
         services,  as defined,  to be rendered by the advisor through September
         1999, the Company issued  warrants,  with five year terms,  to purchase
         40,000  common  shares at a price of $18.75  per  share.  Warrants  for
         25,000  common  shares  vest  and  are  exercisable  and   transferable
         immediately;  warrants  for the  remaining  15,000  common  shares vest
         ratably through September 1997 and become  exercisable and transferable
         as vesting occurs.  The estimated value of the services to be performed
         is $60,000 and that amount has been  capitalized and is being amortized
         over the term of the agreement.

         During  September  1995,  the Company  entered into an agreement with a
         firm  to  act as its  financial  advisor.  In  exchange  for  financial
         consulting services associated in part with a plan to secure additional
         capital,  the  Company  issued to the  financial  advisor  warrants  to
         purchase  100,000  common  shares at a price of $6 per  share,  and the
         Company  agreed  to issue  additional  warrants  to  purchase  up to an
         additional 200,000 common shares at a price equal to the greater

                                        9

<PAGE>



         of (a) 150% of the average market price of the common shares during the
         three  months  prior  to  grant  or (b) $6 per  share.  The  additional
         warrants were to be issued in equal quarterly  installments  over a two
         year period,  beginning October 15, 1995. The Company may terminate the
         financial  advisory agreement on 30 days notice, in which case the next
         warrant  issuance  would be  accelerated to the date on which notice of
         termination is given, but no additional warrants would be issued. As of
         September  30, 1996,  the total  number of warrants to purchase  Common
         Shares issued was 200,000;  150,000 of which will be  exercisable  at a
         price of $6 per share,  25,000 of which will be  exercisable at a price
         of $7.32 per share,  and 25,000 of which will be exercisable at a price
         of $30.04 per share.  As of October 15,  1996,  warrants to purchase an
         additional  25,000 shares were issued,  which will be  exercisable at a
         price of $29.33 per share.

         During the quarter  ended  September 30, 1996,  the Company  recognized
         $45,413 in amortization  expense for capitalized  service costs related
         to consulting agreements.


Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

         Since its  inception  in November  1990,  the Company has been  engaged
primarily  in  research  and  development  activities.  The  Company has not yet
generated  significant  operating  revenues,  and as of  September  30, 1996 the
Company had incurred a cumulative net loss of $8,782,827.

         Most of the  Company's  research  and  development  efforts  have  been
devoted to the development of Hextend(R) and  PentaLyte.TM  The Company filed an
IND with the FDA and received  permission to commence Phase III clinical  trials
of Hextend(R) in human patients.  These clinical trials began in October 1996 at
the Duke University Medical Center in Durham,  North Carolina and are proceeding
in accordance  with the  Company's  expectations.  Additional  studies are being
designed to assess the value of Hextend(R) in other surgical  applications.  The
costs of such clinical trials and other studies will be substantial, and it will
be necessary for the Company to obtain additional financing in order to complete
these studies.

         In  order to  commence  clinical  trials  of new  products,  it will be
necessary  for  the  Company  to  prepare  and  file  with  the FDA an IND or an
amendement to the present IND for  Hextend(R).  The cost of preparing  those IND
filings and conducting those clinical trials is not presently  determinable.  It
will

                                       10

<PAGE>



be necessary for the Company to obtain additional financing in order to complete
any clinical trials that may begin for its new products.

         The Company  plans to continue  to provide  funding for its  laboratory
testing  programs at selected  medical  schools and hospitals for the purpose of
developing  additional  uses of Hextend,(R)  PentaLyteTM and other new products,
but the amount of research  that will be  conducted at those  institutions  will
depend  upon the extent to which the Company  can raise  sufficient  capital for
research in addition to the funding  required  for the  clinical  testing of new
products. If funding for collaborative research at medical schools and hospitals
is curtailed,  the Company will have to rely on in-house  research,  using small
laboratory animals.

         To  address  its  anticipated  need  for  manufacturing  and  marketing
resources,  the Company is negotiating with pharmaceutical companies that, based
upon their current product lines and resources,  will be able to manufacture and
market the Company's products if and when the necessary regulatory approvals are
obtained.  The  acquisition of the Company's own  production  facilities and the
development of the Company's own marketing organization is also being considered
in the event that  production  and  marketing  arrangements  cannot be made with
established   pharmaceutical   companies   on  terms  that  the  Company   deems
advantageous.  Additional  capital  will be required in order for the Company to
acquire its own production facilities and marketing organization.

         Because the Company's research and development expenses, clinical trial
expenses, and production and marketing expenses will be charged against earnings
for financial reporting purposes, management expects that losses from operations
will continue to be incurred for the foreseeable future.


Results of Operations

Revenues

         From  inception  (November  30, 1990) through  September 30, 1996,  the
Company  generated  $749,495 of revenues,  comprised of $50,954 from the sale of
products and  services,  and  $698,541 in  interest.  For the three months ended
September 30, 1996, the Company  generated  $20,163 of revenues,  including $320
from the sale of microcannulas for research  purposes,  and $19,843 in interest.
For the three  months ended  September  30, 1995,  the Company  generated  total
revenues of $44,178,  comprised  of $1,380  from the sale of  microcannulas  for
research purposes,  and $42,798 in interest.  The decrease in interest income is
attributable  to the  decrease in cash and cash  equivalents  from 1995 to 1996.
Limited test marketing of the Company's  laboratory research equipment,  through
advertisements in trade publications, has resulted in sales of a small number of
microcannulas.  Although the Company may continue to test market its  laboratory
research equipment, and to promote its ability to perform research services, the
Company's  ability to generate  substantial  operating  revenue depends upon its
success in developing and marketing its blood substitute and organ  preservation
solutions and technology for medical use.


                                       11

<PAGE>



Operating Expenses

         From  inception  (November  30, 1990) through  September 30, 1996,  the
Company  incurred  $5,205,194 of research and  development  expenses,  including
salaries,  supplies and other expense items.  Research and development  expenses
increased  to $432,166  for the three months  ended  September  30,  1996,  from
$248,212 for the three months ended September 30, 1995. The increase in research
and  development  expenses is attributable to preparation and intiation of Phase
III human clinical trials of Hextend(R); and to an expense of $25,000 associated
with options to purchase the Company's  common shares granted to consultants for
services performed (See Note 2 to the accompanying financial statements).  It is
expected  that  research and  development  expenses will increase as the Company
continues clinical testing of Hextend(R) and commences clinical studies of other
products.

         From  inception  (November  30, 1990) through  September 30, 1996,  the
Company incurred $4,327,128 of general and administrative expenses.  General and
administrative  expenses  increased  to  $306,353  for the  three  months  ended
September 30, 1996, from $133,373 for the three months ended September 30, 1995.
This  increase is primarily  attributable  increased  personnel  costs and to an
amortization  expense of $45,413  associated with agreements the Company entered
into with certain financial advisors and consultants in exchange for warrants to
purchase the Company's common shares (See Note 2 to the  accompanying  financial
statements).

         The Company accounts for options and warrants granted to consultants in
conformity with Financial  Accounting Standards No. 123. During the period ended
September 30, 1996, the Company  recorded  total expenses of $70,413  related to
warrant and option  agreements with  consultants.  The Company believes that the
issuance of the options and warrants to  consultants  is beneficial as it allows
the  Company to reduce or  eliminate  the cash  compensation  payable to its FDA
regulatory  experts,  medical  experts,   business  and  financial  consultants.
Accordingly, the Company intends to continue this practice in the future.


Liquidity and Capital Resources

         Because of the developmental  nature of the Company's  business,  it is
unlikely that in the near future the Company will be able to generate internally
the funds necessary to carry on its planned operations. The Company expects that
its cash on hand will be sufficient to finance the Company's  operations for the
next 9 months. Since inception,  the Company has financed its operations through
the sale of equity securities.  Presently, the Company intends to seek financing
through additional public or private offerings of equity or debt securities.  In
addition,  the  Company is seeking  financing  from  pharmaceutical  and medical
device  companies  that may be  interested  in licensing or otherwise  acquiring
marketing rights to Hextend(R) and other BioTime products

         The future  availability  and terms of equity and debt  financings  and
collaborative  arrangements  with industry  partners  cannot be  predicted.  The
unavailability  or  inadequacy  of financing to meet future  capital needs could
force the Company to modify,  curtail,  delay or suspend  some or all aspects of
its planned operations.




                                       12

<PAGE>



Item 6.  Exhibits and Reports on Form 8-K


(a) Exhibits.

Exhibit
Numbers           Description

 3 (a)  Articles of Incorporation as Amended.+

   (c)  By-Laws, As Amended.#

 4 (a)  Specimen of Common Share Certificate.+

   (c)  Form of Underwriter's Warrant.#

   (d)  Form of Underwriter's Warrant.**

10 (a)  Lease Agreement dated July 1, 1994 between the Registrant and Robert
        and Norah Brower, relating to principal executive offices of the
        Registrant.*

10 (b)  Employment Agreement dated June 1, 1996 between the Company and
        Paul Segall.++

10 (c)  Employment Agreement dated June 1, 1996 between the Company and
        Hal Sternberg.++

10 (d)  Employment Agreement dated June 1, 1996 between the Company and
        Harold Waitz.++

10 (e)  Employment Agreement dated June 1, 1996 between the Company and 
        Judith Segall.++

10 (f)  Employment Agreement dated June 1, 1996 between the Company and 
        Victoria Bellport.++

10 (g)  Intellectual Property Agreement between the Company and Paul Segall.+

10 (h)  Intellectual Property Agreement between the Company and Hal Sternberg.+

10 (i)  Intellectual Property Agreement between the Company and Harold Waitz.+

10 (j)  Intellectual Property Agreement between the Company and Judith Segall.+

10 (k)  Intellectual Property Agreement between the Company and Victoria
        Bellport.+

                                       13

<PAGE>



10 (l)  Agreement between CMSI and BioTime Officers Releasing Employment 
        Agreements, Selling Shares, and Transferring Non-Exclusive License.+

10 (m)  Agreement for Trans Time, Inc. to Exchange CMSI Common Stock for
        BioTime, Inc. Common Shares.+

10 (n)  1992 Stock Option Plan, as amended.^

10 (o)  Employment Agreement dated April 1, 1994 between the Company and 
        Lawrence Cohen.*

10 (p)  Intellectual Property Agreement between the Company and 
        Lawrence Cohen.^

10 (q)  Severance Agreement, dated August 19, 1996 between the Company
        and Lawrence Cohen.++

23 (a)  Consent of Deloitte & Touche LLP++



+ Incorporated by reference to  Registration  Statement on Form S-1, File Number
33-44549 filed with the Securities and Exchange Commission on December 18, 1991,
and Amendment No. 1 and  Amendment No. 2 thereto filed with the  Securities  and
Exchange Commission on February 6, 1992 and March 7, 1992, respectively.

# Incorporated by reference to  Registration  Statement on Form S-1, File Number
33-48717 and  Post-Effective  Amendment No. 1 thereto filed with the  Securities
and Exchange Commission on June 22, 1992, and August 27, 1992, respectively.

^ Incorporated by reference to the Company's Form 10-K for the fiscal year ended
June 30, 1993.

** Incorporated by reference to Registration  Statement on Form S-1, File Number
33-73256 filed with the Securities and Exchange Commission on December 22, 1993,
and Amendment No.1 thereto filed with the Securities and Exchange  Commission on
February 24, 1994.

* Incorporated by reference to the Company's Form 10-K for the fiscal year ended
June 30, 1994.

++  Incorporated  by  reference to the  Company's  Form 10-K for the fiscal year
ended June 30, 1996.



(b)  The Company did not file any Reports on Form 8-K during the quarter ended
     September 30, 1996.

                                       14

<PAGE>


                                   SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                     BIOTIME, INC.

                                                    Paul E. Segall
Date: November 12, 1996                 ---------------------------------------

                                                    Paul E. Segall
                                                    Chief Executive Officer


                                                    Victoria Bellport
Date: November 12, 1996                  --------------------------------------

                                                    Victoria Bellport
                                                    Chief Financial Officer

                                       15


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