Lineage Cell Therapeutics Closes $50M Public Offering

TL;DR

Lineage Cell Therapeutics just raised $50M from a stock offering to fund their cell therapy pipeline.

AI Summary

Lineage Cell Therapeutics, Inc. announced on November 19, 2024, the closing of its previously announced underwritten public offering of common stock. The company sold approximately 14.7 million shares at a price of $3.40 per share, generating gross proceeds of approximately $50 million before deducting underwriting discounts and commissions and other offering expenses. This offering is expected to provide the company with additional capital to advance its pipeline.

Why It Matters

This capital infusion provides Lineage Cell Therapeutics with crucial funding to advance its promising cell therapy pipeline, potentially accelerating the development and commercialization of new treatments.

Risk Assessment

Risk Level: medium — Public offerings can dilute existing shareholders, and the success of the company's pipeline is still subject to clinical and regulatory risks.

Key Numbers

• $50 million — Gross Proceeds (Raised from public offering to fund pipeline development.)
• $3.40 — Price Per Share (Price at which shares were sold in the public offering.)
• 14.7 million — Shares Sold (Number of common shares sold in the public offering.)

Key Players & Entities

• Lineage Cell Therapeutics, Inc. (company) — Registrant
• November 19, 2024 (date) — Date of earliest event reported
• 14.7 million (dollar_amount) — Number of shares sold
• $3.40 (dollar_amount) — Price per share
• $50 million (dollar_amount) — Gross proceeds from offering

FAQ

Key Financial Figures

• $0.76 — shares at a combined purchase price of $0.76 per common share and accompanying commo
• $24 million — y. We expect to receive approximately $24 million in gross proceeds from the offering wit
• $6 million — titutional investors, and approximately $6 million in aggregate gross proceeds with respec
• $36 million — nvestment by Broadwood (excluding up to $36 million of aggregate gross proceeds we may rece
• $0.91 — ne common share at an exercise price of $0.91 per common share and will be exercisabl
• $0.95 — inwright will have an exercise price of $0.95 per share (the "placement agent warrant

Filing Documents

• lctx-20241119.htm (8-K) — 62KB
• lctx-ex4_1.htm (EX-4.1) — 148KB
• lctx-ex4_2.htm (EX-4.2) — 136KB
• lctx-ex4_3.htm (EX-4.3) — 148KB
• lctx-ex5_1.htm (EX-5.1) — 33KB
• lctx-ex10_1.htm (EX-10.1) — 306KB
• lctx-ex10_2.htm (EX-10.2) — 304KB
• lctx-ex99_1.htm (EX-99.1) — 23KB
• img133474293_0.jpg (GRAPHIC) — 8KB
• img176613450_0.jpg (GRAPHIC) — 40KB
• 0000950170-24-129402.txt ( ) — 1537KB
• lctx-20241119.xsd (EX-101.SCH) — 23KB
• lctx-20241119_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 19, 2024, Lineage Cell Therapeutics, Inc. ("we," "us," "our," or "Lineage") entered into securities purchase agreements (collectively, the "securities purchase agreements") with certain unaffiliated healthcare focused institutional investors and with Broadwood Partners, L.P. ("Broadwood"), an affiliate of Neal Bradsher, a member of our board of directors, relating to the purchase and sale in a registered direct offering of an aggregate of up to 39,473,688 of our common shares and accompanying common stock purchase warrants (the "common warrants") to purchase an aggregate of up to 39,473,688 of our common shares at a combined purchase price of $0.76 per common share and accompanying common warrant. The common shares and the common warrants are immediately separable and will be issued separately. We expect to receive approximately $24 million in gross proceeds from the offering with respect to the investments by the unaffiliated institutional investors, and approximately $6 million in aggregate gross proceeds with respect to the investment by Broadwood (excluding up to $36 million of aggregate gross proceeds we may receive in the future upon the cash exercise of the common warrants issued to such investors), before deducting placement agent fees and other offering expenses payable by us. The offering of the securities to the unaffiliated institutional investors is expected to close on or about November 21, 2024, subject to the satisfaction of customary closing conditions. The offering of the securities to the Broadwood is expected to close upon obtaining shareholder approval to satisfy applicable NYSE American listing requirements and to the satisfaction of customary closing conditions. We currently plan to use the net proceeds from the offering for working capital and general corporate purposes, including research and development expenses and capital expenditures. The securities purchase agreem

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 20, 2024, we issued a press release announcing the pricing of the registered direct offering described above, a copy of which is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and in the press release furnished as Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is not incorporated by reference into any of our filings under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.

01 Other Events

Item 8.01 Other Events. In connection with the filing of the Prospectus Supplement, we are filing a legal opinion of our counsel, Sheppard, Mullin, Richter & Hampton LLP regarding the validity of the issuance and sale of the common shares, common warrants, placement agent warrants, and the common shares issuable upon exercise of the common warrants and placement agent warrants, which opinion is attached as Exhibit 5.1 to this report.

Forward-Looking Statements

Forward-Looking Statements This report contains forward-looking statements, including, without limitation, statements relating to our expectations regarding the completion of the offering and satisfaction of customary closing conditions, including the completion of the sale and issuance of securities to Broadwood, the amount and use of proceeds from the offering, the exercise of the common warrants in cash prior to their expiration and the exercise of the common warrants upon the achievements of such milestone events or otherwise prior to their expiration. These forward-looking statements are based upon our current expectations. Actual results could differ materially from these forward-looking statements as a result of certain factors, including, without limitation, risks and uncertainties related to the satisfaction of the closing conditions to the offering and obtaining shareholder approval to satisfy applicable NYSE American listing requirements and other risks described in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2023, and our Quarterly Reports on Form 10-Q for the quarterly periods subsequent thereto and in the Prospectus Supplement. You are cautioned not to place undue reliance on any forward-looking statement, which speak only as of the date of this report. We undertake no duty to update any forward-looking statement except as required by applicable law.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Common Stock Purchase Warrant issued pursuant to the Securities Purchase Agreement dated November 19, 2024, between Lineage Cell Therapeutics, Inc. and the purchaser parties thereto 4.2 Form of Common Stock Purchase Warrant issued pursuant to the Securities Purchase Agreement dated November 19, 2024, between Lineage Cell Therapeutics, Inc. and Broadwood Partners, L.P. 4.3 Form of Placement Agent Warrant 5.1 Opinion of Sheppard, Mullin, Richter & Hampton LLP 10.1 Form of Securities Purchase Agreement dated November 19, 2024, between Lineage Cell Therapeutics, Inc. and the purchaser parties thereto 10.2 Form of Securities Purchase Agreement dated November 19, 2024, between Lineage Cell Therapeutics, Inc. and Broadwood Partners, L.P. 23.1 Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1) 99.1 Press release issued on November 20, 2024 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: November 20, 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