UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549

SCHEDULE 13D/A
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 20)


BioTime, Inc.
(Name of Issuer)


Common Shares
(Title of Class of Securities)


09066L105
(CUSIP Number)


Neal C. Bradsher
c/o Broadwood Capital, Inc.
724 Fifth Avenue, 9th Floor
New York, New York 10019
 
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)


October 8, 2014
(Date of Event Which Requires Filing of this Statement)



CUSIP No.
09066L105
 
 
 
 
 
 
1.
NAME OF REPORTING PERSONS
 
 
 
 
 
Broadwood Partners, L.P.
 
 
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
[_]
 
 
(b)
[X]
 
 
 
3.
SEC USE ONLY
 
 
 
 
 
 
 
 
 
 
4.
SOURCE OF FUNDS
 
 
 
 
 
WC
 
 
 
 
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
 
 
 
 
 
 
 
 
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 
 
 
 
7.
SOLE VOTING POWER
 
 
 
 
 
0
 
 
 
 
8.
SHARED VOTING POWER
 
 
 
 
 
17,882,785
 
 
 
 
9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 
 
 
 
10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
17,882,785
 
 
 
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
 
 
PERSON
 
 
 
 
 
17,882,785
 
 
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES
[_]
 
 
 
 
 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
21.5%
 
 
 
 
14.
TYPE OF REPORTING PERSON
 
 
 
 
 
PN
 
 
 
 


CUSIP No.
09066L105
 
 
 
 
 
 
1.
NAME OF REPORTING PERSONS
 
 
 
 
 
Broadwood Capital, Inc.
 
 
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
[_]
 
 
(b)
[X]
 
 
 
3.
SEC USE ONLY
 
 
 
 
 
 
 
 
 
 
4.
SOURCE OF FUNDS
 
 
 
 
 
AF
 
 
 
 
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
 
 
 
 
 
 
 
 
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
New York
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 
 
 
 
7.
SOLE VOTING POWER
 
 
 
 
 
0
 
 
 
 
8.
SHARED VOTING POWER
 
 
 
 
 
17,882,785
 
 
 
 
9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 
 
 
 
10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
17,882,785
 
 
 
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
 
 
PERSON
 
 
 
 
 
17,882,785
 
 
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES
[_]
 
 
 
 
 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
21.5%
 
 
 
 
14.
TYPE OF REPORTING PERSON
 
 
 
 
 
CO, IA
 
 
 
 
 
 
 
 
 
 


CUSIP No.
09066L105
 
 
 
 
 
 
1.
NAME OF REPORTING PERSONS
 
 
 
 
 
Neal C. Bradsher
 
 
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
[_]
 
 
(b)
[X]
 
 
 
3.
SEC USE ONLY
 
 
 
 
 
 
 
 
 
 
4.
SOURCE OF FUNDS
 
 
 
 
 
WC, AF, OO
 
 
 
 
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
 
 
 
 
 
 
 
 
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 
 
 
 
7.
SOLE VOTING POWER
 
 
 
 
 
162,908
 
 
 
 
8.
SHARED VOTING POWER
 
 
 
 
 
17,882,785
 
 
 
 
9.
SOLE DISPOSITIVE POWER
 
 
 
 
162,908
 
 
 
 
10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
17,882,785
 
 
 
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
 
 
PERSON
 
 
 
 
 
18,045,693
 
 
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES
[_]
 
 
 
 
 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
21.7%
 
 
 
 
14.
TYPE OF REPORTING PERSON
 
 
 
 
 
IN
 
 
 
 
 
 
 


CUSIP No.
09066L105
 
 
 
 
 
Item 1.
Security and Issuer.
 
 
 
 
 
BioTime, Inc., (the 'Issuer') Common Shares, no par value (the 'Shares')
 
     BioTime, Inc.
     1301 Harbor Bay Parkway
     Alameda, CA 94502
 

Item 2.
Identity and Background.
 
 
 
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON June 19, 2014.
 
 
 
 
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
 
 
 
 
As of the date hereof Broadwood Partners may be deemed to beneficially own 17,882,785 Shares.
As of the date hereof Broadwood Capital may be deemed to beneficially own 17,882,785 Shares.
As of the date hereof Neal C. Bradsher may be deemed to beneficially own 18,045,693 Shares.
No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.
 
 
 
 
 

Item 4.
Purpose of Transaction.
 
 
 
The Reporting Persons have acquired their Shares of the Issuer for investment.  The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth below, would relate to or would result in: (a) any extraordinary corporate transaction involving the Issuer; (b) any change in the present Board of Directors or management of the Issuer; (c) any material change in the present capitalization or dividend policy of the Issuer; (d) any material change in the operating policies or corporate structure of the Issuer; (e) any change in the Issuer's charter or by-laws; (f) the Shares of the Issuer ceasing to be authorized to be quoted in the NASDAQ inter-dealer quotation system; or (g) causing the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.
 
In addition, the Reporting Persons, however, reserve the right, at a later date, to effect one or more of such changes or transactions in the number of shares they may be deemed to beneficially own.
 
Mr. Bradsher serves on the Board of Directors of the Issuer.
 
The Reporting Persons have been and may continue to be in contact with members of the Issuer's management, the Issuer's Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to maximize shareholder value.
 
The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to management and the shareholders of the Issuer.
 
 
 
 
 
Item 5.
Interest in Securities of the Issuer.
 
 
 
 
 
(a, b)
As of the date hereof, Broadwood Partners may be deemed to be the beneficial owner of 17,882,785 Shares, constituting 21.5% of the Shares of the Issuer, based upon the 83,121,700* Shares deemed outstanding as of August 6, 2014.
 
 
 
 
 
 
 
Broadwood Partners has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 17,882,785 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 17,882,785 Shares.
 
Broadwood Partners specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
 
 
 
 
 
 
(a, b)
As of the date hereof, Broadwood Capital may be deemed to be the beneficial owner of 17,882,785 Shares, constituting 21.5% of the Shares of the Issuer, based upon the 83,121,700* Shares deemed outstanding as of August 6, 2014.
 
Broadwood Capital has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 17,882,785 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 17,882,785 Shares.
 
Broadwood Capital specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
 
 
 
 
 
 
(a, b)
As of the date hereof, Neal C. Bradsher may be deemed to be the beneficial owner of 18,045,693 Shares, constituting 21.7% of the Shares of the Issuer, based upon the 83,221,700** Shares deemed outstanding.
 
Neal C. Bradsher has the sole power to vote or direct the vote of 162,908 Shares; has the shared power to vote or direct the vote of 17,882,785 Shares; has sole power to dispose or direct the disposition of 162,908 Shares; and has shared power to dispose or direct the disposition of 17,882,785 Shares.
 
Neal C. Bradsher specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein.
 
 
 
 
 
 
(c)
On October 3, 2014, the Issuer entered into a stock purchase agreement (the "Stock Purchase Agreement") with Broadwood Partners pursuant to which Broadwood Partners agreed to purchase 4,040,523 shares of the Issuer's common stock at a price of $3.12 per share.   Pursuant to the terms of the Stock Purchase Agreement, the transaction closed on October 8, 2014.  A copy of the Form of Stock Purchase Agreement is attached as Exhibit 10.1 of the Issuer's Form 8-K filed on October 3, 2014.
 
 
 
 
 
 
(*)
The number of outstanding shares is based on the 73,690,302 shares the Issuer reported outstanding as of August 6, 2014, adjusted for the Issuer's registered direct offering of 9,431,398 shares on October 8, 2014.
 
 
 
 
 
 
(**)
The number of outstanding shares is based on the 73,690,302 shares the Issuer reported outstanding as of August 6, 2014, adjusted for the Issuer's registered direct offering of 9,431,398 shares on October 8, 2014 and options held by Neal C. Bradsher.
 

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect
 
 
to Securities of the Issuer.
 
 
 
 
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON June 19, 2014.
 

Item 7.
Material to be Filed as Exhibits.
 
 
 
 
Exhibit A
  
 
 
 
 
Joint Filing Agreement.
  
 
 
 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
BROADWOOD PARTNERS, L.P.
 
By:
Broadwood Capital, Inc.
 
 
 
By:
/s/ Neal C. Bradsher
 
Name:
Neal C. Bradsher
 
Title:
President
 
 
 
 
 
 
 
BROADWOOD CAPITAL, INC.*
 
 
 
 
 
By:
/s/ Neal C. Bradsher
 
Name:
Neal C. Bradsher
 
Title:
President
 
 
 
 
 
 
 
 
 
/s/ Neal C. Bradsher
 
NEAL C. BRADSHER*
 
 
 
October 8, 2014



* The Reporting Persons disclaim beneficial ownership over the securities reported herein except to the extent of the reporting persons' pecuniary interest therein.

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
Joint Filing Agreement
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of Common Shares, no par value of BioTime, Inc.
This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
Executed this 8th day of October, 2014.
 
BROADWOOD PARTNERS, L.P.
 
By:
Broadwood Capital, Inc.
 
 
 
By:
/s/ Neal C. Bradsher
 
Name:
Neal C. Bradsher
 
Title:
President
 
 
 
 
 
 
 
BROADWOOD CAPITAL, INC.*
 
 
 
 
 
By:
/s/ Neal C. Bradsher
 
Name:
Neal C. Bradsher
 
Title:
President
 
 
 
 
 
 
 
 
 
/s/ Neal C. Bradsher
 
NEAL C. BRADSHER*
 
 

* The Reporting Persons disclaim beneficial ownership over the securities reported herein except to the extent of the reporting persons' pecuniary interest therein.










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