SEC Comment Letter for Lineage Cell Therapeutics, Inc. (LCTX) (CIK 0000876343) (LCTX) — Jul 26, 2013
Lineage Cell Therapeutics, Inc. (LCTX) (CIK 0000876343)
Date: July 26, 2013 · CIK: 0000876343 · Accession: 0000000000-13-041157
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-187710
Letter
July 26, 2013 Via E -Mail Robert W. Peabody Senior Vice President and Chief Financial Officer BioTime, Inc. 1301 Harbor Bay Parkway, Suite 100 Alameda, California 94502
Re: BioTime, Inc. Registration Statement on Form S-3 Filed April 3, 2013 File No. 333-187710
Dear Mr. Peabody :
We have limited our review of your registration statement to those issues we h ave addressed in our comments.
Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After revie wing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
1. Please revise the cover page and disclosure in your prospectus to clarify that all offerings by Asterias un der the registration statement are deemed primary “at -the market” offerings by BioTime, including the distribution of the Contribution Warrants to the holders of the Asterias Series A common stock. Accordingly, please revise your cover page and prospectus to remove all references to “resales” by Asterias.
2. Pleas e revise your registration statement to identify Geron as a selling security holder and include the disclosure required by Item 507 of Regulation S -K with respect to Geron.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Robert W. Peabody BioTime, Inc July 26, 2013 Page 2
Notwithstanding our comments, in the event you request acceleration of the effective date of the pending regi stration statement please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any actio n with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rules 460 and 461 regarding reques ts for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Amy Reischauer at (202) 551 -3792, Bryan Pitko at (202) 551 -3203 or me at (202) 551 -3715 with any other questions.
Sincerely,
/s/ Daniel Greenspan for
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July 26, 2013 Via E -Mail Robert W. Peabody Senior Vice President and Chief Financial Officer BioTime, Inc. 1301 Harbor Bay Parkway, Suite 100 Alameda, California 94502 Re: BioTime, Inc. Registration Statement on Form S-3 Filed April 3, 2013 File No. 333-187710 Dear Mr. Peabody : We have limited our review of your registration statement to those issues we h ave addressed in our comments. Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After revie wing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. 1. Please revise the cover page and disclosure in your prospectus to clarify that all offerings by Asterias un der the registration statement are deemed primary “at -the market” offerings by BioTime, including the distribution of the Contribution Warrants to the holders of the Asterias Series A common stock. Accordingly, please revise your cover page and prospectus to remove all references to “resales” by Asterias. 2. Pleas e revise your registration statement to identify Geron as a selling security holder and include the disclosure required by Item 507 of Regulation S -K with respect to Geron. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Robert W. Peabody BioTime, Inc July 26, 2013 Page 2 Notwithstanding our comments, in the event you request acceleration of the effective date of the pending regi stration statement please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any actio n with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding reques ts for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Amy Reischauer at (202) 551 -3792, Bryan Pitko at (202) 551 -3203 or me at (202) 551 -3715 with any other questions. Sincerely, /s/ Daniel Greenspan for Jeffrey P. Riedler Assistant Director cc: Via E -Mail Richard S. Soroko Thompson, Welch, Soroko & Gilbert LLP 3950 Civic Center Drive, Suite 300 San Rafael, CA 94903