AST Asterias Biotherapeutics Common Series A

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously announced, Asterias Biotherapeutics, Inc., a Delaware corporation (“Asterias”), entered into an Agreement and Plan of Merger on November 7, 2018 (the “Merger Agreement”) with BioTime, Inc., a California corporation (“BioTime”), and Patrick Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of BioTime (“Merger Sub”). Asterias’ stockholders adopted the Merger Agreement at a special meeting of stockholders held on March 7, 2019 (the “Special Meeting”). Pursuant to the terms of the Merger Agreement, on March 8, 2019, following the filing of a Certificate of Merger with the Secretary of the State of Delaware, Merger Sub merged with and into Asterias, and the separate corporate existence of Merger Sub thereupon ceased with Asterias continuing as the surviving corporation and a wholly-owned subsidiary of BioTime (the “Merger”).

Pursuant to the terms of the Merger Agreement, upon completion of the Merger, each share of common stock, par value $0.0001 per share, of Asterias (an “Asterias Share”) issued and outstanding immediately prior to the effective time of the Merger (other than shares held by BioTime, Merger Sub, any subsidiary of BioTime or Asterias, or held by Asterias as treasury shares) was converted into the right to receive 0.71 fully paid and non-assessable shares of common stock of BioTime, no par value per share (a “BioTime Share”). No fractional BioTime Shares were issued in the Merger, and Asterias’ stockholders will receive cash in lieu of any fractional shares.

Further, at the effective time of the Merger, outstanding awards of Asterias restricted stock units issued under an Asterias equity plan (“Asterias RSUs”) were cancelled and converted into the right to receive 0.71 BioTime Shares for each Asterias Share underlying such Asterias RSUs. In addition, each outstanding and unexercised option award to acquire Asterias Shares granted under an Asterias equity plan was cancelled for no consideration.

The issuance of BioTime Shares in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to BioTime’s registration statement on Form S-4 (File No. 333-229141) filed with the Securities and Exchange Commission (the “SEC”) on January 4, 2019, as amended on January 14, 2019. The registration statement contains additional information about the Merger, including information concerning the interests of directors, executive officers and affiliates of Asterias and BioTime in the Merger. BioTime Shares are listed on the NYSE American stock exchange (“NYSE American”) under the symbol “BTX.” BioTime filed with NYSE American a notification form for the listing of additional shares with respect to the BioTime Shares to be issued to the holders of Asterias capital stock in the Merger so that these shares are listed on NYSE American.

The foregoing description of the Merger and the Merger Agreement, and transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is set forth as Annex A to the Joint Proxy Statement/Prospectus filed with the SEC on February 4, 2019 and first mailed to Asterias shareholders on or about February 6, 2019, and is incorporated by reference herein.