UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
ASTERIAS BIOTHERAPEUTICS, INC.
(Name of Issuer)
| Series A Common Stock, par value $0.0001 per share | 04624N 10 7 | |
| (Title of class of securities) | (CUSIP number) |
Brandi Roberts
Chief Financial Officer
BioTime, Inc.
1010 Atlantic Avenue
Suite 102
Alameda, California 94501
(510) 521-3390
(Name, address and telephone number of person authorized to receive notices and communications)
March 8, 2019
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: When filing this statement in paper format, six copies of this statement, including exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
| CUSIP No. 04624N 10 7 | 13D |
| 1 | NAME OF REPORTING PERSON: BioTime, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 94-3127919 | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: | (a) [ ] (b) [ ] | |||
| 3 | SEC USE ONLY | ||||
| 4 | SOURCE OF FUNDS: OO | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): | [ ] | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: California | ||||
NUMBER OF SHARES |
7 | SOLE VOTING POWER: 0 | |||
BENEFICIALLY OWNED BY |
8 | SHARED VOTING POWER: 0 | |||
EACH REPORTING |
9 | SOLE DISPOSITIVE POWER: 0 | |||
| PERSON WITH | 10 | SHARED DISPOSITIVE POWER: 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY | ||||
| REPORTING PERSON: 0 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | [ ] | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0% | ||||
| 14 | TYPE OF REPORTING PERSON: | CO | |||
This Amendment No. 8 (“Amendment No. 8”) amends and supplements the Statement on Schedule 13D, dated October 1, 2013, as amended by Amendment No.1, dated April 11, 2014, by Amendment No. 2, dated May 29, 2015, by Amendment No. 3, dated February 22, 2016, Amendment No. 4 dated March 3, 2016, Amendment No. 5 dated March 31, 2017, Amendment No. 6 dated November 14, 2017 and Amendment No. 7 dated November 7, 2018 (the “Schedule 13D”), relating to the Series A Shares of Asterias Biotherapeutics, Inc., a Delaware corporation (the “Company”), and is filed by and on behalf of BioTime, Inc. (the “Reporting Person”). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings previously ascribed to them in the previous filing of the Schedule 13D.
ITEM 1. SECURITY AND ISSUER
This Amendment No. 8 relates to the Series A Shares of the Company and is being filed pursuant to Rule 13d-1 under the Exchange Act. The address of the principal executive offices of the Company is 6300 Dumbarton Circle, Fremont, California 94555.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Amendment No. 8 is being filed on behalf of BioTime, Inc., a California corporation as the Reporting Person.
(b) The address of the principal office of the Reporting Person is BioTime, Inc., 1010 Atlantic Avenue, Suite 102, Alameda, California 94501.
(c) The Reporting Person is a biotechnology company focused on the emerging field of regenerative medicine.
(d) The Reporting Person has not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Person has not 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 was or is subject to a judgment, 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.
(f) The Reporting Person is organized under the laws of the state of California.
ITEM 4. PURPOSE OF TRANSACTION
The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented with the following information:
On November 7, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Reporting Person, and Patrick Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Reporting Person (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a wholly owned subsidiary of the Reporting Person. The Merger closed on March 8, 2019. The Reporting Person no longer beneficially owns any Series A Shares as the Series A Shares beneficially owned by the Reporting Person were cancelled and ceased to exist in connection with the Merger, with no consideration delivered in exchange therefor.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) The Reporting Person no longer beneficially owns any Series A Shares.
(c) Except as set forth herein or disclosed elsewhere in this Schedule 13D, there have been no transactions in the Series A Shares during the sixty days prior to the date hereof by the Reporting Person.
(d) Not applicable.
(e) On March 8, 2019, the Reporting Person ceased to be the beneficial owner of more than 5% of the Series A Shares.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information contained in this statement is true, complete and correct.
| Dated: March 11, 2019 | BIOTIME, INC. | |
| a California corporation | ||
| By: | /s/ Brandi Roberts | |
| Brandi Roberts | ||
| Chief Financial Officer | ||