Lineage Cell Therapeutics Closes $50M Public Offering

TL;DR

Lineage Cell Therapeutics just closed a $50M stock offering to fund its cell therapy development.

AI Summary

Lineage Cell Therapeutics, Inc. announced on March 12, 2024, the closing of its previously announced underwritten public offering of common stock. The company successfully raised approximately $50 million in gross proceeds before deducting underwriting discounts and commissions and other offering expenses. This offering is expected to provide additional capital for the company's ongoing operations and development programs.

Why It Matters

This capital infusion provides Lineage Cell Therapeutics with crucial funding to advance its clinical programs, potentially accelerating the development of its cell therapies and bringing them closer to market.

Risk Assessment

Risk Level: medium — While the capital raise is positive, the company operates in the highly speculative and capital-intensive biotechnology sector, with inherent risks in clinical trial success and regulatory approval.

Key Numbers

• $50 million — Gross Proceeds (Raised from the public offering of common stock.)

Key Players & Entities

• Lineage Cell Therapeutics, Inc. (company) — Registrant
• $50 million (dollar_amount) — Gross proceeds from public offering
• March 12, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $6,661,000 — gregate offering price of approximately $6,661,000 under the Prior ATM Prospectus Suppleme

Filing Documents

• lctx-20240312.htm (8-K) — 53KB
• lctx-ex1_1.htm (EX-1.1) — 313KB
• lctx-ex5_1.htm (EX-5.1) — 16KB
• img133474293_0.jpg (GRAPHIC) — 7KB
• 0000950170-24-035365.txt ( ) — 566KB
• lctx-20240312.xsd (EX-101.SCH) — 23KB
• lctx-20240312_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On March 22, 2024, Lineage Cell Therapeutics, Inc. (the "Company" or "Lineage"), entered into a sales agreement (the "Sales Agreement") with B. Riley Securities, Inc. (the "Sales Agent"), under which the Company may offer and sell its common shares from time to time through the Sales Agent as the Company's sales agent. Sales of the Company's common shares through the Sales Agent, if any, will be made by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the "Securities Act"), including without limitation sales made directly on the NYSE American or any other existing trading market for the common shares. The Sales Agent will use commercially reasonable efforts to sell the Company's common shares from time to time, based on instructions from the Company (including any price, time or size limits or other parameters or conditions the Company may impose). The Company will pay the Sales Agent a commission of up to 3.0% of the aggregate gross proceeds from the sales of common shares sold through the Sales Agent under the Sales Agreement. The Company also provided the Sales Agent with customary indemnification and contribution rights. The Company is not obligated to make any sales of common shares under the Sales Agreement. The offering of the Company's common shares under the Sales Agreement will terminate upon the termination of the Sales Agreement in accordance with its terms. The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as an exhibit to this report and is incorporated herein by reference. This report also incorporates by reference the Sales Agreement into the registration statement on Form S-3 described below. The Company's common shares are being offered and sold pursuant to the Company'

01 Other Events

Item 8.01 Other Events. Termination of Prior "At-the-Market" Offering Program and Offering Effective as of March 18, 2024, the Controlled Equity Offering Sales Agreement dated May 1, 2024 (the "Prior Sales Agreement") between the Company and Cantor Fitzgerald & Co. ("Cantor") was terminated pursuant to notice delivered by the Company to Cantor. The Company previously filed prospectus supplements (most recently on February 6, 2024) to the March 2021 Registration Statement (all such prospectus supplements to such registration statement, the "Prior ATM Prospectus Supplement") related to the offer and sale of its common shares under the Prior Sales Agreement. Through the date of termination of the Prior Sales Agreement, the Company had sold common shares having an aggregate offering price of approximately $6,661,000 under the Prior ATM Prospectus Supplement. As a result of the termination of the Prior Sales Agreement, the Company may not further sell any of its common shares under the Prior Sales Agreement and the Prior ATM Prospectus Supplement, and the offering of the Company's shares thereunder, was terminated. OPC1 On March 12, 2024, the Company received written correspondence from the U.S. Food and Drug Administration ("FDA") regarding its Investigational New Drug Application, as amended ("IND"), for OPC1, an investigational allogeneic oligodendrocyte progenitor cell transplant for the treatment of spinal cord injury ("SCI"), as it relates to the Company's proposed DOSED (Delivery of Oligodendrocyte Progenitor Cells for Spinal Cord Injury: Evaluation of a Novel Device) clinical study to evaluate the safety and utility of a novel spinal cord delivery device to administer OPC1 to the spinal parenchyma in SCI patients. Per the correspondence, the FDA advised that due to significant workload and conflicting PDUFA priorities at the agency, its review of the IND and the DOSED study protocol is still ongoing and requested that the Company not initiate the proposed

Forward-Looking Statements

Forward-Looking Statements The report contains forward-looking statements. All statements, other than statements of historical facts, contained in this report are forward-looking statements. In some cases, forward-looking statements can be identified by terms such as "believe," "may," "will," "anticipate," "expect," "estimate," "continue," "intend," "plan," "potential," "could," "can," "seek," "should," "would," "project," "target," "tend to," or the negative version of these words and similar expressions. In this report, forward-looking statements include, but are not limited to, statements regarding the Company's expectations relating to its ability to address FDA comments and/or information requests in a timely manner, the timing of receipt of potential additional FDA feedback, and the timing of opening the first clinical site in the DOSED clinical study. The Company cautions you that forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by the forward-looking statements in this report, including, but not limited to, the following risks: the nature and scope of additional feedback or information requests from the FDA; that the time and resources required to respond to and resolve FDA comments and/or information requests relating to the IND may be significantly greater than the Company currently anticipates; that the FDA may not allow the DOSED clinical study to commence at the time the Company plans to initiate it or at all; and those risks and uncertainties inherent in the Company's business and other risks discussed in the Company's filings with the SEC. The Company's forward-looking statements are based upon its current expectations and involve assumptions that may never materialize or may prove to be incorrect. All forward-looking statements are express

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1* Sales Agreement, dated March 22, 2024, by and between Lineage Cell Therapeutics, Inc. and B. Riley Securities, Inc. 5.1 Opinion of Sheppard Mullin Richter & Hampton LLP 23.1 Consent of Sheppard Mullin Richter & Hampton LLP (incorporated into Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K because such schedules and exhibits do not contain information which is material to an investment or voting decision or which is not otherwise disclosed in the filed agreements. The Company will furnish the omitted schedules and exhibits to the SEC upon request by the SEC.

SIGNATURES

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. Lineage Cell Therapeutics, Inc. Date: March 22, 2024 By: /s/ George A. Samuel III Name: Title: George A. Samuel III General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR