Lineage Cell Therapeutics Files 8-K

TL;DR

Lineage Cell Therapeutics filed an 8-K on Jan 27, 2025, covering votes, Reg FD, and other events.

AI Summary

Lineage Cell Therapeutics, Inc. filed an 8-K on January 27, 2025, reporting on matters submitted to a vote of security holders, Regulation FD disclosures, and other events. The filing also includes financial statements and exhibits. The company, formerly known as BIOTIME INC, is incorporated in California and headquartered in Carlsbad.

Why It Matters

This 8-K filing provides updates on corporate actions and disclosures for Lineage Cell Therapeutics, Inc., which could impact investors' understanding of the company's governance and financial status.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain significant new risks.

Key Numbers

• 001-12830 — SEC File Number (Identifies the company's filing history with the SEC.)
• 94-3127919 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Lineage Cell Therapeutics, Inc. (company) — Registrant
• BIOTIME INC (company) — Former company name
• January 27, 2025 (date) — Date of earliest event reported
• California (location) — State of Incorporation
• Carlsbad (location) — City of Principal Executive Offices

FAQ

Key Financial Figures

• $0.76 — shares, at a combined purchase price of $0.76 per common share and accompanying warra
• $0.91 — ne common share at an exercise price of $0.91 per common share commencing on May 21,
• $6 million — ated by reference herein. We received $6 million in gross proceeds at the closing, befor
• $24 million — ing expenses payable by us. We received $24 million in gross proceeds at the first closing
• $36 million — 024 and may receive up to an additional $36 million of gross proceeds upon the exercise in
• $0.95 — , except they have an exercise price of $0.95 per common share. The securities desc

Filing Documents

• lctx-20250127.htm (8-K) — 62KB
• lctx-ex4_1.htm (EX-4.1) — 144KB
• lctx-ex99_1.htm (EX-99.1) — 21KB
• img176613450_0.jpg (GRAPHIC) — 40KB
• 0000950170-25-009227.txt ( ) — 392KB
• lctx-20250127.xsd (EX-101.SCH) — 23KB
• lctx-20250127_htm.xml (XML) — 4KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On January 27, 2025, Lineage Cell Therapeutics, Inc. (the "Company," "we," "us," or "our"), held a special meeting of shareholders. The matters voted upon at the meeting are described in detail in our definitive proxy statement for the meeting, filed with the U.S. Securities and Exchange Commission (the "SEC") on December 9, 2024. 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 approved, for purposes of complying with NYSE American LLC listing standards and requirements, the issuance of our common shares and common warrants pursuant to the terms of the securities purchase agreement, dated November 19, 2024, between us and Broadwood Partners, L.P., and our common shares issuable upon exercise of such common warrants. Votes For Votes Against Abstentions Broker Non-Votes 114,132,309 6,732,082 362,083 0 2. Shareholders approved the adjournment of the meeting, if necessary or advisable, to solicit additional proxies in favor of proposal 1 if there were not sufficient votes to approve such proposal at the time of the meeting or any adjournment or postponement thereof. Votes For Votes Against Abstentions Broker Non-Votes 112,392,014 8,458,712 375,748 0

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 27, 2025, we issued a press release announcing the closing of the offering described in Item 8.01 of this report, 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. Following receipt of stockholder approval of proposal 1 described in Item 5.07 of this report, we closed the second tranche of the registered direct offering announced on November 20, 2024. In connection with such closing, we issued 7,894,737 common shares and an accompanying warrant to purchase an aggregate of up to 7,894,737 common shares, at a combined purchase price of $0.76 per common share and accompanying warrant, to Broadwood Partners, L.P., an affiliate of Neal Bradsher, a member of our board of directors. Such warrant will be exercisable for one common share at an exercise price of $0.91 per common share commencing on May 21, 2025 and will expire on the earlier of (a) May 21, 2028, and (b) the 90th day following the date of the public disclosure of the intent to advance OpRegen (also known as RG6501) into a multi-center phase 2 or 3 clinical trial which includes a control or comparator arm, or if the date of such public disclosure occurs prior to May 21, 2025, the 90th day following May 21, 2025. The foregoing description of the warrant does not purport to be complete and is qualified in its entirety by the full text thereof, a copy of which is attached as an exhibit 4.1 to this report and incorporated by reference herein. We received $6 million in gross proceeds at the closing, before deducting placement agent's fees and other offering expenses payable by us. We received $24 million in gross proceeds at the first closing of the offering in November 2024 and may receive up to an additional $36 million of gross proceeds upon the exercise in full on a cash basis of the warrants issued in the offering. No assurance can be given that any of the warrants issued in the offering will be exercised on a cash basis, or at all. 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. We also issued warrants to H.C.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Warrant issued to Broadwood Partners, L.P. on January 27, 2025 99.1 Press release issued on January 27, 2025 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: January 27, 2025 By: /s/ George A. Samuel III Name: Title: George A. Samuel III General Counsel and Corporate Secretary

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