SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
(Amendment 3)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Biotime Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Shares, no par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
09066L105
--------------------------------------------------------------------------------
(CUSIP Number)
Neal C. Bradsher
724 Fifth Avenue, 9th Floor
New York, New York 10019
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 29, 2005
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
----------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 09066L105
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Broadwood Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC, AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
3,112,229
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,112,229
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,112,229
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 09066L105
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Broadwood Capital, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC, AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
3,112,229
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,112,229
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,112,229
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 09066L105
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Neal C. Bradsher
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC, AF, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
42,908
8. SHARED VOTING POWER
3,112,229
9. SOLE DISPOSITIVE POWER
42,908
10. SHARED DISPOSITIVE POWER
3,112,229
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,155,137
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 09066L105
---------
--------------------------------------------------------------------------------
Item 1. Security and Issuer.
Biotime Inc., Common Shares, no par value (the "Shares")
Biotime Inc.
935 Pardee Street
Berkeley, California 94710
--------------------------------------------------------------------------------
Item 2. Identity and Background.
(a-c,f) This amendment to Schedule 13D is being filed by Broadwood Partners,
L.P. ("Broadwood Partners"), Broadwood Capital, Inc. ("Broadwood Capital"), the
general partner of Broadwood Partners and Neal C. Bradsher, the President of
Broadwood Capital (each of Broadwood Partners, Broadwood Capital and Neal C.
Bradsher may be referred to herein as a "Reporting Person" and collectively may
be referred to as "Reporting Persons").
Broadwood Partners is a Delaware limited partnership with its principal business
address at 724 Fifth Avenue, 9th Floor, New York, New York 10019. Broadwood
Capital is a New York corporation with its principal business address at 724
Fifth Avenue, 9th Floor, New York, New York 10019. Neal C. Bradsher is a United
States citizen whose principal business address is c/o Broadwood Capital, Inc.,
724 Fifth Avenue, 9th Floor, New York, New York 10019.
The Shares reported herein are held in the name of the Broadwood Partners and
Neal C. Bradsher.
(d) None of the Reporting Persons have, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a
judgement, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
--------------------------------------------------------------------------------
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof Broadwood Partners may be deemed to beneficially own
3,112,229 Shares.
As of the date hereof Broadwood Capital may be deemed to beneficially own
3,112,229 Shares.
As of the date hereof Neal C. Bradsher may be deemed to beneficially own
3,155,137 Shares.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
--------------------------------------------------------------------------------
Item 4. Purpose of Transaction.
The Reporting Persons have acquired their Shares of the Issuer for investment.
The Reporting Persons have no plans or proposals as of the date of this filing
which, other than as expressly set forth below, would relate to or would result
in: (a) any extraordinary corporate transaction involving the Issuer; (b) any
change in the present Board of Directors or management of the Issuer; (c) any
material change in the present capitalization or dividend policy of the Issuer;
(d) any material change in the operating policies or corporate structure of the
Issuer; (e) any change in the Issuer's charter or by-laws; (f) the Shares of the
Issuer ceasing to be authorized to be quoted in the NASDAQ inter-dealer
quotation system; or (g) causing the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934.
The Reporting Persons, however, reserve the right, at a later date, to effect
one or more of such changes or transactions in the number of share they may be
deemed to beneficially own.
The Reporting Persons have been and may continue to be in contact with members
of the Issuer's management, the Issuer's Board of Directors, other significant
shareholders and others regarding alternatives that the Issuer could employ to
maximize shareholder value.
The Reporting Persons further reserve the right to act in concert with any other
shareholders of the Issuer, or other persons, for a common purpose should it
determine to do so, and/or to recommend courses of action to management and the
shareholders of the Issuer.
--------------------------------------------------------------------------------
Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, Broadwood Partners may be deemed to be the
beneficial owner of 3,112,229 Shares, constituting 13.1% of the Shares of the
Issuer, based upon the 23,583,371* Shares deemed outstanding.
Broadwood Partners has the sole power to vote or direct the vote of 0
Shares; has the shared power to vote or direct the vote of 3,112,229 Shares; has
sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 3,112,229 Shares.
Broadwood Partners specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, Broadwood Capital may be deemed to be the
beneficial owner of 3,112,229 Shares, constituting 13.1% of the Shares of the
Issuer, based upon the 23,583,371* Shares deemed outstanding.
Broadwood Capital has the sole power to vote or direct the vote of 0
Shares; has the shared power to vote or direct the vote of 3,112,229 Shares; has
sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 3,112,229 Shares.
Broadwood Capital specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, Neal C. Bradsher may be deemed to be the
beneficial owner of 3,155,137 Shares, constituting 13.4% of the Shares of the
Issuer, based upon the 23,583,371* Shares deemed outstanding.
Neal C. Bradsher has the sole power to vote or direct the vote of 42,908
Shares; has the shared power to vote or direct the vote of 3,112,229 Shares; has
sole power to dispose or direct the disposition of 42,908 Shares; and has shared
power to dispose or direct the disposition of 3,112,229 Shares.
Neal C. Bradsher specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of his pecuniary interest therein.
(c) The trading dates, number of Shares purchased and sold and price per share
for all transactions in the Shares during the past 60 days by the Reporting
Persons are set forth in Exhibits B and C.
* The number of outstanding shares is based on the 17,871,450 shares the
Company reported outstanding as of October 27, 2005, adjusted for shares
subsequently issued by the Company and warrants held by the Reporting Persons.
--------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
As was disclosed in the Schedule 13D, amendment 2, filed by the Reporting
Persons, Broadwood Partners was a guarantor under the Standby Purchase Agreement
with the Company. Broadwood Partners purchased 908,830 Units pursuant to the
Standby Purchase Agreement and is no longer a guarantor pursuant to any
agreement with the Company.
--------------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer
--------------------------------------------------------------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Broadwood Partners, L.P.
By: Broadwood Capital, Inc.
By: Neal C. Bradsher, President
By: /s/ Neal C. Bradsher
--------------------------------------------------------------------------------
Broadwood Capital, Inc.
By: Neal C. Bradsher, President
By: /s/ Neal C. Bradsher
--------------------------------------------------------------------------------
/s/ Neal C. Bradsher
Neal C. Bradsher
--------------------------------------------------------------------------------
January 9, 2006
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this amendment to Schedule 13D dated January 9, 2006
relating to the Common Shares, no par value of Biotime Inc. shall be filed on
behalf of the undersigned.
Broadwood Partners, L.P.
By: Broadwood Capital, Inc.
By: Neal C. Bradsher, President
By: /s/ Neal C. Bradsher
--------------------------------------------------------------------------------
Broadwood Capital, Inc.
By: Neal C. Bradsher, President
By: /s/ Neal C. Bradsher
--------------------------------------------------------------------------------
/s/ Neal C. Bradsher
Neal C. Bradsher
--------------------------------------------------------------------------------
January 9, 2006
Exhibit B
TRANSACTIONS IN THE SHARES
--------------------------
Date of Number of Shares
Transaction Purchased/(Sold) Price of Shares
----------- ---------------- ---------------
12/29/05 908,830 (1)
TRANSACTIONS IN THE WARRANTS WHICH ARE EXERCISABLE INTO THE SHARES
------------------------------------------------------------------
TRANSACTIONS BY BROADWOOD PARTNERS
Date of Number of Warrants
Transaction Purchased/(Sold) Price of Warrants
----------- ---------------- -----------------
12/29/05 908,830 (1)
(1) The Reporting Persons purchased Units pursuant to a rights offering from the
Company. Each Unit consists of one new common share and one warrant to purchase
an additional common share. Each Unit cost $0.40.
22056.0001 #632386