Lineage Cell Therapeutics Files 8-K

TL;DR

Lineage Cell Therapeutics filed an 8-K on June 13th, reporting corporate changes and shareholder votes.

AI Summary

Lineage Cell Therapeutics, Inc. filed an 8-K on June 13, 2024, reporting on events that occurred on June 11, 2024. The filing indicates changes to the company's articles of incorporation or bylaws, submission of matters to a vote of security holders, and financial statements and exhibits. No specific financial figures or details of the votes were provided in this initial filing.

Why It Matters

This 8-K filing signals important corporate actions and potential changes for Lineage Cell Therapeutics, Inc., which could impact its governance and financial reporting.

Risk Assessment

Risk Level: low — The filing is a standard corporate disclosure and does not immediately indicate significant financial distress or major negative events.

Key Players & Entities

• Lineage Cell Therapeutics, Inc. (company) — Registrant
• June 11, 2024 (date) — Date of earliest event reported
• June 13, 2024 (date) — Date of Report
• California (location) — State of Incorporation
• 2173 Salk Avenue, Suite 200, Carlsbad, California 92008 (address) — Principal Executive Offices

FAQ

Filing Documents

• lctx-20240613.htm (8-K) — 73KB
• lctx-ex3_1a.htm (EX-3.1(A)) — 245KB
• lctx-ex3_1b.htm (EX-3.1(B)) — 387KB
• 0000950170-24-073072.txt ( ) — 913KB
• lctx-20240613.xsd (EX-101.SCH) — 24KB
• lctx-20240613_htm.xml (XML) — 5KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 11, 2024, the Board of Directors (the "Board") of the Lineage Cell Therapeutics, Inc. (the "Company"), amended and restated the Company's bylaws (as so amended and restated, the "Amended Bylaws"), effective as of such date. Among other things, the amendments effected by the Amended Bylaws: (i) update or add provisions to reflect or conform to current provisions of the California Corporations Code (the "Code"), including provisions relating to (a) Board and shareholder meetings conducted by electronic transmission, (b) meetings of the Board during an emergency (as such term is defined in Section 207 of the Code) and related procedural matters related thereto, and (c) the issuance of shares in book-entry form and lost certificates evidencing the Company's shares; (ii) update the advance notice procedures for shareholder nominations of directors and submission of shareholder proposals (other than proposals to be included in the Company's proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) made in connection with meetings of shareholders, including by (a) adding a requirement that a shareholder seeking to nominate director(s) at a meeting of shareholders deliver to the Company reasonable evidence that it complied with the requirements of Rule 14a-19 of the Exchange Act, (b) clarifying that if a shareholder fails to comply with all of the requirements of Rule 14a-19, then its director nominees will be ineligible for election at the meeting, (c) prohibiting a shareholder from nominating a greater number of persons for election to the board of directors than are subject to election at the shareholder meeting; and (d) updating certain provisions relating to the information shareholders must submit and the timing thereof in connection with shareholder proposals and director nominations; (iii) add a provision relating to

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On June 11, 2024, the Company held its annual meeting of shareholders (the "Annual Meeting"), which involved the election of directors of the Company and two other matters voted upon by the Company's shareholders. The matters voted upon at the Annual Meeting are described in detail in the Company's definitive proxy statement for the Annual Meeting, filed with the U.S. Securities and Exchange Commission on April 29, 2024 (the "Proxy Statement"). Below is a brief description of each such matter and the final voting results, including the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable. Voting results are, when applicable, reported by rounding fractional share voting down to the nearest whole number. 1. Shareholders elected the nine nominees named below to the Board to hold office until the Company's 2025 annual meeting of shareholders and until their respective successors are duly elected and qualified by the following votes: Nominee Votes For Votes Withheld Broker Non-Votes Michael H. Mulroy 90,809,616 1,454,073 39,856,522 Dipti Amin 90,605,789 1,657,900 39,856,522 Deborah Andrews 90,481,681 1,782,008 39,856,522 Don M. Bailey 89,860,655 2,403,034 39,856,522 Neal C. Bradsher 90,181,941 2,080,755 39,857,515 Brian M. Culley 90,475,144 1,788,545 39,856,522 Anula Jayasuriya 89,952,809 2,310,880 39,856,522 Angus C. Russell 90,523,578 1,740,111 39,856,522 2. Shareholders ratified the appointment of WithumSmith+Brown, PC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 by the following votes: Votes For Votes Against Abstentions Broker Non-Votes 128,607,948 2,400,322 1,111,941 — 3. Shareholders approved, on an advisory basis, the compensation paid to the Compan

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1(a) Second Amended and Restated Bylaws of Lineage Cell Therapeutics, Inc. 3.1(b) Second Amended and Restated Bylaws of Lineage Cell Therapeutics, Inc. (marked to show changes against prior version). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 13, 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