Private health insurance company policies may deny coverage or limit the amount they will reimburse OncoCyte for the performance of its diagnostic tests

Patients who are not covered by Medicare will generally rely on health insurance provided by private health insurance companies. If OncoCyte is considered a “non-contracted provider” by a third-party payer, that payer may not reimburse patients for diagnostic tests performed by OncoCyte or doctors within the payer’s network of covered physicians may not use its services to perform diagnostic tests for their patients. As a result, OncoCyte may need to enter into contracts with health insurance companies or other private payers to provide diagnostic tests to their insured patients at specified rates of reimbursement which may be lower than the rates OncoCyte might otherwise collect.

Risks Pertaining to Our Common Shares

Ownership of our common shares will entail certain risks associated with the volatility of prices for our common shares and the fact that we do not pay dividends on our common shares.

Because we are engaged in the development of pharmaceutical and stem cell therapy products and cancer diagnostic tests, the price of our common shares may rise and fall rapidly

The market price of our common shares, like that of the shares of many biotechnology companies, has been highly volatile.

The price of our common shares may rise rapidly in response to certain events, such as the commencement of clinical trials of an experimental new therapy or diagnostic test, even though the outcome of those trials and the likelihood of ultimate FDA approval of a therapeutic product remain uncertain.

Similarly, prices of our common shares may fall rapidly in response to certain events such as unfavorable results of clinical trials or a delay or failure to obtain FDA approval.

The failure of our earnings to meet analysts’ expectations could result in a significant rapid decline in the market price of our common shares.

Current economic and stock market conditions may adversely affect the price of our common shares

The stock market has been experiencing extreme price and volume fluctuations which have affected the market price of the equity securities without regard to the operating performance of the issuing companies. Broad market fluctuations, as well as general economic and political conditions, may adversely affect the market price of our common shares.

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Because we do not pay dividends, our common shares may not be a suitable investment for anyone who needs to earn dividend income

We do not pay cash dividends on our common shares. For the foreseeable future, we anticipate that any earnings generated in our business will be used to finance the growth of our business and will not be paid out as dividends to holders of our common shares. This means that our common shares may not be a suitable investment for anyone who needs to earn income from their investments.

Securities analysts may not initiate coverage or continue to cover our common shares and this may have a negative impact on the market price of our common shares

The trading market for our common shares will depend, in part, on the research and reports that securities analysts publish about our business and our common shares. We do not have any control over these analysts. There is no guarantee that securities analysts will cover our common shares. If securities analysts do not cover our common shares, the lack of research coverage may adversely affect the market price of those shares. If securities analysts do cover our common shares, they could issue reports or recommendations that are unfavorable to the price of our common shares, and they could downgrade a previously favorable report or recommendation, and in either case our share prices could decline as a result of the report. If one or more of these analysts does not initiate coverage, ceases to cover our common shares or fails to publish regular reports on our business, we could lose visibility in the financial markets, which could cause our share prices or trading volume to decline.

Investors in our common stock may experience dilution of their ownership interests because of the future issuance of additional common shares and preferred shares by us and our subsidiaries

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present shareholders. We are currently authorized to issue an aggregate of 127,000,000 shares of capital stock consisting of 125,000,000 common shares and 2,000,000 “blank check” preferred shares. As of December 31, 2015, there were 94,894,152 common shares outstanding of which 4,472,586 were held by our subsidiaries, 5,194,313 common shares reserved for issuance upon the exercise of outstanding options under our employee stock option plans; and 9,190,782 shares reserved for issuance upon the exercise of common share purchase warrants, including the publicly traded warrants.

The operation of some of our subsidiaries has been financed in part through the sale of capital stock in those subsidiaries to private investors. Sales of additional subsidiary shares could reduce our ownership interest in the subsidiaries, and correspondingly dilute our shareholder’s ownership interests in our consolidated enterprise. Our subsidiaries also have their own stock option plans and the exercise of subsidiary stock options or the sale of restricted stock under those plans would also reduce our ownership interest in the subsidiaries, with a resulting dilutive effect on the ownership interest of our shareholders in our consolidated enterprise.

We and our subsidiaries may issue additional common shares or other securities that are convertible into or exercisable for common shares in order to raise additional capital, or in connection with hiring or retaining employees or consultants, or in connection with future acquisitions of licenses to technology or rights to acquire products, or in connection with future business acquisitions, or for other business purposes. The future issuance of any such additional common shares or other securities may create downward pressure on the trading price of our common shares.

We may also issue preferred shares having rights, preferences, and privileges senior to the rights of our common shares with respect to dividends, rights to share in distributions of our assets if we liquidate our company, or voting rights. Any preferred shares may also be convertible into common shares on terms that would be dilutive to holders of common shares. Our subsidiaries may also issue their own preferred shares with a similar dilutive impact on our ownership of the subsidiaries.

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The market price of our common shares could be impacted by prices at which we sell shares in our subsidiaries

The operation of some our subsidiaries has been financed in part through the sale of capital stock in those subsidiaries, and our subsidiaries may sell shares of their capital stock in the future for financing purposes. The prices at which our subsidiaries may sell shares of their capital stock could impact the value of our company as a whole and could impact the price at which our common shares trade in the market. A sale of capital stock of one of our subsidiaries at a price that the market perceives as low could adversely impact the market price of our common shares. Even if our subsidiaries sell their capital stock at prices that reflect arm’s length negotiation with investors, there is no assurance that those prices will reflect a true fair market value or that the ascribed value of the subsidiaries based on those share prices will be fully reflected in the market value of our common shares.

USE OF PROCEEDS

All of the proceeds of from the sale of our common shares by the selling security holder through this prospectus will belong to the selling security holder and not to us.

MARKET FOR OUR COMMON EQUITY

Our common shares are traded on the NYSE MKT and the TASE under the ticker symbol BTX. The following table sets forth the range of high and low closing prices for our common shares for the fiscal years ended December 31, 2015 and 2014, as reported by the NYSE MKT.

Quarter Ended	High		Low
March 31, 2013	$	4.99	$	3.20
June 30, 2013	$	4.82	$	3.39
September 30, 2013	$	4.29	$	3.64
December 31, 2013	$	4.12	$	3.28
March 31, 2014	$	4.13	$	3.11
June 30, 2014	$	3.29	$	2.29
September 30, 2014	$	3.79	$	2.35
December 31, 2014	$	3.78	$	2.95
March 31, 2015	$	5.46	$	3.81
June 30, 2015	$	5.88	$	3.51
September 30, 2015	$	3.71	$	2.53
December 31, 2015	$	4.38	$	3.19

As of November 30, 2015, there were 14,596 holders of the common shares based on the share position listing.

Dividend Policy

We have never paid cash dividends on our common shares and do not anticipate paying cash dividends in the foreseeable future on our common shares, but intend to retain our capital resources for reinvestment in our business. Any future determination to pay cash dividends will be at the discretion of our Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements and other factors as the Board of Directors deems relevant.

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DESCRIPTION OF SECURITIES

Common Shares

Our Articles of Incorporation currently authorize the issuance of up to 125,000,000 common shares, no par value, of which 94,894,152 shares were outstanding at January 13, 2016 including 4,472,586 shares held by our subsidiaries.

As of November 30, 2015, there were 14,596 holders of our common shares based on the share position listing. Each holder of record is entitled to one vote for each outstanding common share owned by him on every matter properly submitted to the shareholders for their vote.

Subject to the dividend rights of holders of any of the preferred shares that may be issued from time to time, holders of common shares are entitled to any dividend declared by the Board of Directors out of funds legally available for that purpose. We have not paid any cash dividends on our common shares, and it is unlikely that any cash dividends will be declared or paid on any common shares in the foreseeable future. Instead, we plan to retain our cash for use in financing our future operations and growth.

Subject to the prior payment of the liquidation preference to holders of any preferred shares that may be issued, holders of common shares are entitled to receive on a pro rata basis all of our remaining assets available for distribution to the holders of common shares in the event of the liquidation, dissolution, or winding up of our operations. Holders of common shares do not have any preemptive rights to become subscribers or purchasers of additional shares of any class of our capital stock.

Transfer Agent

The transfer agent and registrar for the common shares is American Stock Transfer and Trust Company, 6201 15th Avenue, Brooklyn, New York 11219.

Preferred Shares

Our Articles of Incorporation currently authorize the issuance of up to 2,000,000 preferred shares, no par value. We may issue preferred shares in one or more series, at any time, with such rights, preferences, privileges and restrictions as the Board of Directors may determine, all without further action of our shareholders. Any series of preferred shares which may be authorized by the Board of Directors in the future may be senior to and have greater rights and preferences than the common shares. There are no preferred shares presently outstanding and we have no present plan, arrangement, or commitment to issue any preferred shares. As long as our common shares are listed on the TASE, we intend to comply with their listing rule which prohibits a company from issuing preferred shares while its common shares are listed on that stock exchange.

PLAN OF DISTRIBUTION

The common shares offered by this prospectus are being registered for sale for the account of the holder of those securities. The security holder for whose account common shares are being registered through this prospectus is sometimes referred to in this prospectus as “selling security holder,” and information about the selling security holder and the common shares that it may sell through this prospectus is discussed in this section. The selling security holder may elect to sell some or all of its common shares in reliance upon Rule 144 under the Securities Act, rather than through this prospectus and the registration statement of which this prospectus is a part.

Line of Credit Shares

During 2006, 2007, 2008, and 2009 we issued common shares to the selling shareholder and certain other investors who loaned money to us under line of credit agreements, and in August 2009 we retired the line of credit indebtedness primarily through an exchange of common shares for line of credit promissory notes. This prospectus includes the 868,444 shares issued to the selling shareholder in connection with the line of credit loans, including shares issued in connection with the funding of line of credit loans and shares issued to retire those loans.

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2009 Private Placement

During May and July 2009, we sold 2,200,000 common shares and 2,200,000 warrants to the selling security holder for $4,000,000. We agreed to register those shares for sale under the Securities Act and the 2,200,000 shares are included in this prospectus. Broadwood Partners, L.P. exercised those warrants during May 2010 and the shares issued to them upon the exercise of those warrants were included in a prior registration statement under the Securities Act.

Plan of Distribution

Sale of Shares by the Selling Security Holder

The selling security holder has advised us that it may hold its common shares for investment purposes, or may sell its common shares from time to time by any method that is deemed to be an “at- the- market” equity offering as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through the NYSE MKT or any other existing trading market for the common shares in the U.S. or to or through a market maker, at prices related to the prevailing market price, or through block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction, or in privately negotiated transactions, or through one more of the foregoing transactions.

The selling security holder will bear all broker-dealer commissions payable in connection with the sale of the common shares. Broker-dealers who acquire common shares from the selling security holder as principals may resell the common shares from time to time in transactions on the NYSE MKT, or may resell the common shares in negotiated transactions at negotiated prices, and may receive usual and customary commissions from the purchasers of the shares.

The selling security holder and any broker-dealers who participate in the sale of common shares may be deemed to be “underwriters” as defined in the Securities Act. Any commissions paid or any discounts or concessions allowed to any broker-dealers in connection with the sale of the common shares and any profits received on the resale of any common shares purchased by broker-dealers as principals, may be deemed to be underwriting discounts and commissions under the Securities Act. Under the terms of the applicable Registration Rights Agreements, we have agreed to indemnify the selling security holder against certain liabilities related to the sale of the common shares through this prospectus, including certain liabilities arising under the Securities Act.

The selling security holder has advised us that during the time that it may be engaged in a distribution of its common shares the selling security holder will (a) not engage in any stabilization activity in connection with our securities, (b) cause to be furnished to each broker through whom their common shares may be offered the number of copies of this prospectus required by the broker, and (c) not bid for or purchase any of our securities, or attempt to induce any person to do so, other than as permitted under the Exchange Act.

The following table shows the number of our common shares beneficially owned by the selling security holder prior to this offering, the maximum number of common shares that may be sold by the selling security holder through this prospectus, and the amount and percentage of the outstanding common shares that will be owned by the selling security holder if the selling security holder sells all of the shares registered for its account:

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Name

Owned

Before

Offering

Offered

Shares Owned

After Offering

Percentage of

Outstanding

Common

Owned After

Offering

Broadwood Partners, L.P.

21,864,396

⁽¹⁾

3,068,444

18,795,952

(1) Does not include shares beneficially owned by Neal C. Bradsher or shares that he may acquire upon the exercise of stock options. Mr. Bradsher is the President of the General Partner of Broadwood Partners, L.P. and is a member of our Board of Directors

LEGAL MATTERS

The legality of the issuance of the common shares offered hereby is being passed upon for us by Thompson, Welch, Soroko & Gilbert LLP, San Francisco and San Rafael, California.

EXPERTS

The financial statements incorporated in this prospectus by reference from our Annual Report on Form 10-K for the year ended December 31, 2014 have been audited by OUM & Co. LLP, an independent registered public accounting firm, to the extent and for the periods set forth in their report incorporated herein by reference, and are incorporated herein in reliance upon the report given upon the authority of said firm as experts in accounting and auditing.

The financial statements incorporated in this prospectus by reference from our Annual Report on Form 10-K for the years ended December 31, 2013 and 2012 have been audited by Rothstein Kass, an independent public accounting firm, to the extent and for the periods set forth in their report incorporated herein by reference, and are incorporated herein in reliance upon the report given upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus supplement constitutes a part of a registration statement on Form S-3 filed under the Securities Act. As permitted by the SEC's rules, this prospectus supplement, which forms a part of the registration statement, does not contain all the information that is included in the registration statement. You will find additional information about us in the registration statement. Any statements made in this prospectus supplement concerning legal documents are not necessarily complete and you should read the documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding of the document or matter.

We are subject to the informational requirements of the Exchange Act, and in accordance therewith file quarterly, annual, and current reports and proxy statements and other information with the SEC. You may read and copy any materials we file with SEC at the SEC’s Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the site is http://www.sec.gov.

We make available free of charge on or through our Internet website www.biotimeinc.com our Annual Report on Form 10–K, Quarterly Reports on Form 10–Q, Current Reports on Form 8–K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file the material with, or furnish it to, the SEC.

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INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to disclose important information to you by referring you to those other documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We filed a registration statement on Form S-3 under the Securities Act with the SEC with respect to the securities being offered pursuant to this prospectus. This prospectus omits certain information contained in the registration statement, as permitted by the SEC. You should refer to the registration statement, including the exhibits, for further information about us and the securities being offered pursuant to this prospectus. Statements in this prospectus regarding the provisions of certain documents filed with, or incorporated by reference in, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies of all or any part of the registration statement, including the documents incorporated by reference or the exhibits, may be obtained upon payment of the prescribed rates at the offices of the SEC listed below in “Where You Can Find More Information.” The documents we are incorporating by reference are:

our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on March 11, 2015, as amended by Amendment No. 1 thereto filed with the SEC on April 29, 2015;

our Quarterly Report on Form 10-Q for the three month period ended March 31, 2015 filed with the SEC on May 8, 2015;

our Quarterly Report on Form 10-Q for the three and six month periods ended June 30, 2015 filed with the SEC on August 11, 2015;

our Quarterly Report on Form 10-Q for the three and nine month periods ended September 30, 2015 filed with the SEC on November 9, 2015;

our Current Reports on Form 8-K filed with the SEC on February 6, February 17, March 12, April 20, May 13, May 14, July 2, July 15, August 20, September 4, September 14, September 25, September 28, September 30, October 2, and October 7, October 15, October 19, November 16, November 24, December 1, December 11, December 15, December 30, December 31, 2015, and January 12, 2016 (not including any information furnished under Items 2.02 or 7.01 of Form 8-K, including the related exhibits, which information is not incorporated by reference herein);

the description of our common shares contained in our registration statement on Form 8-A (File No. 001-12830) filed with SEC on October 26, 2009, including any amendment or report filed for the purpose of updating such description;

our definitive proxy solicitation materials filed with the SEC on June 11, 2015; and

all of the filings pursuant to the Securities Exchange Act of 1934, as amended, after the date of the filing of the original registration statement and prior to the effectiveness of the registration statement.

In addition, all documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act before the date our offering is terminated or completed are deemed to be incorporated by reference into, and to be a part of, this prospectus supplement.

We will furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference, including exhibits to these documents. You should direct any requests for documents to BioTime, Inc., Attention: Secretary, 1301 Harbor Bay Parkway, Alameda, California 94502, (510) 521-3390.

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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14.

Other Expenses of Issuance and Distribution

The following sets forth the costs and expenses payable by us in connection with the distribution of the securities being registered. We have estimated all amounts except the SEC registration fee.

SEC registration fee	$	819
Printing and duplicating expenses		5,000
Legal fees and expenses (other than blue sky)		10,000
Accounting fees and expenses		20,000
Miscellaneous		5,000
Total:	$	40,819

ITEM 15.

Indemnification of Directors and Officers

Section 317 of the California Corporations Code permits indemnification of directors, officers, employees and other agents of corporations under certain conditions and subject to certain limitations. In addition, Section 204(a)(10) of the California Corporations Code permits a corporation to provide, in its articles of incorporation, that directors shall not have liability to the corporation or its shareholders for monetary damages for breach of fiduciary duty, subject to certain prescribed exceptions. Article Four of the Articles of Incorporation of the Registrant contains provisions for the indemnification of directors, officers, employees and other agents within the limitations permitted by Section 317 and for the limitation on the personal liability of directors permitted by Section 204(b)(10), subject to the exceptions required thereby.

ITEM 16.

Exhibits

Exhibit Numbers	Description
4.1	Specimen of common share certificate. (1)

5.1	Opinion of Thompson, Welch, Soroko & Gilbert LLP *

23.1	Consent of Rothstein Kass, independent public accounting firm. *

23.2	Consent of OUM & Co., LLP, independent registered public accounting firm. *

23.3	Consent of Thompson, Welch, Soroko & Gilbert LLP (included in Exhibit 5.1). *

(1)

Incorporated by reference to Registration Statement on Form S-1, File Number 33-44549 filed with the Securities and Exchange Commission on December 18, 1991, and Amendment No. 1 and Amendment No. 2 thereto filed with the Securities and Exchange Commission on February 6, 1992 and March 7, 1992, respectively.

*	Filed herewith.

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ITEM 17.

Undertakings

The undersigned undertakes:

(1) To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in this Registration Statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

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(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by final adjudication of such issue.

The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alameda, State of California on January 14, 2016.

	BIOTIME, INC.

	By:	s/Michael D. West
		Michael D. West,
		Co-Chief Executive Officer

	By:	s/Aditya Mohanty
		Aditya Mohanty,
		Co-Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated:

Signature	Title	Date

s/Michael D. West	Co-Chief Executive Officer and Director	January 14, 2016
MICHAEL D. WEST	(Co-Principal Executive Officer)

s/Aditya Mohanty	Co-Chief Executive Officer	January 14, 2016
ADITYA MOHANTY	(Co-Principal Executive Officer)

s/Russell Skibsted	Chief Financial Officer	January 14, 2016
RUSSELL SKIBSTED	(Principal Financial and Accounting Officer)

s/Deborah Andrews	Director	January 14, 2016
DEBORAH ANDREWS

s/Neal C. Bradsher	Director	January 14, 2016
NEAL C. BRADSHER

s/Stephen L. Cartt	Director	January 14, 2016
STEPHEN L. CARTT

s/Stephen C. Farrell	Director	January 14, 2016
STEPHEN C. FARRELL

s/Alfred D. Kingsley	Director	January 14, 2016
ALFRED D. KINGSLEY

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s/Michael H. Mulroy	Director	January 14, 2016
MICHAEL H. MULROY

s/Angus Russell	Director	January 14, 2016
ANGUS RUSSELL

s/David Schlachet	Director	January 14, 2016
DAVID SCHLACHET

s/Judith Segall	Director	January 14, 2016
JUDITH SEGALL

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California		94-3127919
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Large accelerated filer ☐		Accelerated filer ☒
Non-accelerated filer ☐	(Do not check if a smaller reporting company)	Smaller reporting company ☐

Title of Each Class of Securities to be Registered	Amount to be Registered(1)		Proposed Maximum Offering Price Per Unit(2)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee(2)

Common Shares (no par value)		3,068,444		2.65	$	8,131,376.60	$	818.83
TOTALS:							$	818.83

Therapeutic Area	Program or Product	Status	Development Company
Cervical Spinal Cord Injury	AST-OPC1: Glial Cells	Phase I/IIa dose escalation trial underway in cervical spinal cord injury. $14.3 million grant from California Institute for Regenerative Medicine to provide matching funds for AST-OPC1 clinical trial and process development.	Asterias
Non-Small Cell Lung Cancer	AST-VAC2 Allogeneic Dendritic Cells Loaded with Telomerase antigen	Proof of concept established in multiple in vitro systems. Agreement by Cancer Research UK to conduct Phase I/IIa clinical trial of AST-VAC2 in subjects with non-small cell lung cancer. Manufacturing process being developed for transfer to Cancer Research UK for clinical trials.	Asterias
Age Related Macular Degeneration (AMD)	OpRegen^® and OpRegen^®-Plus	Phase I/IIa clinical trial underway to determine safety and effective dose for OpRegen^® in patients with geographic atrophy stage of dry AMD. The trial will enroll at least 15 patients. We expect this phase to take several months and then will follow each patient for a minimum of 12 months.	Cell Cure Neurosciences
Bone Repair	Bone repair using embryonic-derived progenitor cells (Spinal fusion, trauma and cranial maxillo-facial)	Initiated in vitro optimization of bone differentiation and induction using progenitor cells.	OrthoCyte
Age Related Vascular Disease, including Cardiovascular Disorders	Therapeutic products for age related vascular disease, including cardiovascular disorders utilizing proprietary ReCyte™ technology and human pluripotent stem cell derived cells.	Evaluating progenitor stem cell-based and cell-derived therapeutics. Conducting ongoing collaboration with researchers at Cornell Weill Medical College for derivation and preclinical testing of endothelial progenitor cells for the treatment of age-related vascular disease.	ReCyte Therapeutics

Nearer-Term Commercial Opportunities	Program or Product	Status	Development Company
HIV-related Lipoatrophy	Renevia™ (the trade name for HyStem^® used in lipotransfer)	Conducting a pivotal trial for Renevia™ in Europe to show effectiveness of Renevia™ in lipotransfer for patients suffering from HIV related lipoatrophy of the face. Completed first human clinical safety trial for Renevia™ Results confirmed that Renevia™ was safe in humans at the proposed dosage concentration for this particular use.	BioTime
Diagnostic Tests for Lung Cancer, Bladder Cancer; and Breast Cancer	Laboratory Diagnostic Tests	Completion by collaborators at The Wistar Institute of a large, multi-site study involving 600 patients evaluating a blood-based lung cancer diagnostic test; Completion of enrollment in the initial clinical study, which involved 100 patients, of a urine-based bladder cancer diagnostic test conducted in collaboration with investigators in the Department of Pathology, Division of Cytopathology, at a leading medical institution with an international reputation for excellence and discovery; Expansion of the clinical development of a urine-based bladder cancer diagnostic test by initiating a multi-site clinical trial which will involve up to 1,200 patient samples obtained from at least four large urology clinics located throughout the United States; and Expansion of the clinical development of a blood-based breast cancer diagnostic test through collaboration with Abcodia, a UK-based company focusing on the early detection of cancer that has exclusive commercial access to a unique longitudinal biobank of over 5,000,000 serum samples collected through the UK Collaborative Trial for Ovarian Cancer Screening	OncoCyte
Cellular micro-patterning drug and chemical screening products and technologies	HepatoPac^® and HepatoMune^® micro-patterned liver products	Marketing proprietary bioengineered micro-liver platforms for use in drug-development and safety-testing of products in the pharmaceutical and chemical industries Plans to develop new products for use in product development in the biopharmaceutical, diagnostic, cosmetics, environmental, and food industries, including products developed using ESI technology and PureStem^® progenitor cell lines	Ascendance

1301 Harbor Bay Parkway, Suite 100		Russell Skibsted
Alameda, California 94502		Chief Financial Officer
(510) 521-3390		BioTime, Inc.
		1301 Harbor Bay Parkway, Suite 100
		Alameda, California 94502
		(510) 521-3390

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Office)		(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

About This Prospectus	3
Forward-Looking Statements	3
Information About The Company	4
Risk Factors	8
Use of Proceeds	26
Description of Capital Stock	27
Plan of Distribution	27
Legal Matters	29
Experts	29
Where You Can Find More Information	29
Incorporation of Certain Information by Reference	30

Common Shares Offered:	3,068,444 outstanding BioTime common shares are being offered by the selling security holder.

Common Shares Outstanding:	90,421,566 shares as of January 13, 2016 excluding shares held by BioTime subsidiaries.

Trading Symbol:	BTX (NYSE MKT and TASE)

	FACSIMILE
RICHARD S. SOROKO	(415) 262-1212
	E-mail: richard@TWSGLAW.com

	SAN RAFAEL OFFICE

	Very truly yours,

	s/Thompson, Welch, Soroko & Gilbert LLP

	Thompson, Welch, Soroko & Gilbert LLP

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Marketing On-Line Searchable Data Bases	GeneCards^®	A database of human genes that provides concise genomic, transcriptomic, genetic, proteomic, functional and disease related information, on all known and predicted human genes.	LifeMap Sciences
	MalaCards™	A database of human diseases that is based on the GeneCards^® platform and contains computerized “cards” classifying information relating to a wide array of human diseases.
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