UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 13, 2015

Asterias Biotherapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware
 
000-55046
 
46-1047971
 
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

230 Constitution Drive
Menlo Park, California 94025
(Address of principal executive offices)

(650) 433-2900
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

Executive Officer Compensation. On February 13, 2015, the Board of Directors (the "Board") of Asterias Biotherapeutics, Inc. (the "Company"), upon the recommendation of the Compensation Committee of the Board of Directors (the "Compensation Committee") authorized an increase in the annual salary for certain of the Company's named executive officers in the amounts set forth in the table below.

Employee
 
Current
Annual Salary
   
Increase
   
New Annual
Salary
 
Pedro Lichtinger
 
$
400,000
   
$
7,000
1 
 
$
407,000
 
Jane S. Lebkowski
 
$
275,000
   
$
5,500
   
$
280,500
 
Katharine Spink
 
$
250,000
   
$
5,000
   
$
255,000
 

1 Mr. Lichtinger's salary increase is pro rated based on a June 2014 hiring date.

The foregoing changes are effective retroactively as of January 1, 2015.

The Board also approved additional compensation for certain of its named executive officers, which included (i) bonus payments paid in the form of restricted stock units ("RSU's"), and (ii) options to purchase shares of the Company's Series A Common Stock, par value $0.0001 (the "Series A Shares"). The amount and nature of these grants is set forth in the table below.

Employee
 
2014 Bonus
   
Number of
RSU’s Granted
   
Number of
Options Granted
 
Pedro Lichtinger
 
$
93,333
     
23,932
     
200,000
 
Robert W. Peabody
 
$
15,000
     
3,846
     
50,000
 
Michael D. West
 
$
15,000
     
3,846
     
20,000
 
Jane S. Lebkowski
 
$
121,000
     
28,205
     
100,000
 
Katharine Spink
 
$
110,000
     
31,025
     
100,000
 

The options and RSU's were granted under the Company’s 2013 Equity Incentive Plan. The options are subject to time-based vesting in equal monthly installments over a four-year period beginning on the one month anniversary from the date of the grant, provided that the recipient remains employed with the Company through the vesting dates. The options are exercisable at an exercise price of $3.90 per share. On the date of grant the fair market value of the Series A Shares was $3.85, based on the closing price of the Series A Shares on the NYSE MKT, LLC on the date of grant.

Each RSU represents a contingent right to receive one share of the Company's Series A Shares. The RSU's are subject to time-based vesting in four equal quarterly payments beginning on June 30, 2015.
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
ASTERIAS BIOTHERAPEUTICS, INC.
 
 
Date: February 20, 2015
By:
/s/ Robert W. Peabody
Chief Financial Officer