On February 5, 2015, Asterias Biotherapeutics, Inc. ("Asterias" or the "Company") entered into an Underwriting Agreement (the “Underwriting Agreement”) by and between the Company and MLV & Co. LLC (“MLV”), with respect to the sale by the Company of 384,615 shares (the “Public Offering Shares”) of the Company's Series A Common Stock, par value $0.0001 per share (“Common Stock”). The Public Offering Shares are being offered to the public at $3.90 per share.

 

The Public Offering Shares will be issued pursuant to a final prospectus supplement filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a takedown from the Company’s shelf registration statement on Form S-3 (File No. 333-200745), which became effective on January 22, 2015. The Company expects to close the offering on February 10, 2015, subject to the satisfaction of customary closing conditions as set forth in the Underwriting Agreement.

 

The Underwriting Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company, on the one hand, and MLV, on the other hand, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

 

The information contained in Item 3.02 below is incorporated herein.

 

On February 4, 2015, the Company entered into subscription agreements (the “Subscription Agreements”) dated February 4, 2015, with Broadwood Partners, L.P. (“Broadwood”), British & American Investment Trust PLC and Pedro Lichtinger, the Chief Executive Officer and a member of the Board of Directors of the Company (or an entity controlled by him). Pursuant to the Subscription Agreements, the Company will sell an aggregate of 1,025,640 shares (the “Private Placement Shares”) of Common Stock at a price of $3.90 per share, which is equal to the price of the concurrent public offering described in Item 1.01 above.  The offering and sale of the Private Placement Shares is made in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506 thereunder.  The form of Subscription Agreement is filed as Exhibit 99.1 hereto.

 

Broadwood is the largest shareholder of Asterias’ parent company BioTime, Inc., and one of BioTime Inc.’s directors, Neal C. Bradsher, is President, and one of Asterias’ directors, Richard T. LeBuhn, is Senior Vice President, of Broadwood Capital, Inc., the investment manager of Broadwood. British & American Investment Trust PLC is an affiliate of one of our current shareholders.

Item 9.01 - Financial Statements and Exhibits.