SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 7)
(Name of Issuer)
|Common Stock, no par value||68235C107|
|(Title of class of securities)||(CUSIP number)|
Chief Financial Officer
Lineage Cell Therapeutics, Inc.
2173 Salk Avenue
Carlsbad, CA 92008
(Name, address and telephone number of person authorized to receive notices and communications)
September 11, 2019
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ☐.
Note: When filing this statement in paper format, six copies of this statement, including exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
|CUSIP No. 04624N 10 7||13D|
|NAME OF REPORTING PERSON:|
|Lineage Cell Therapeutics, Inc.|
|1||S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:|
|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:||(a)||☐|
|SEC USE ONLY|
|SOURCE OF FUNDS:|
|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):||☐|
|CITIZENSHIP OR PLACE OF ORGANIZATION:|
|SOLE VOTING POWER:|
|NUMBER OF||SHARED VOTING POWER:|
|EACH||SOLE DISPOSITIVE POWER:|
|SHARED DISPOSITIVE POWER:|
|AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:|
|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:||☐|
|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):|
|TYPE OF REPORTING PERSON:|
Based on 51,972,830 shares of common stock outstanding as of July 31, 2019 reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2019.
This Amendment No. 7 (“Amendment No. 7”) amends and supplements the Statement on Schedule 13D dated December 30, 2015, as amended by Amendment No.1 dated August 29, 2016, by Amendment No. 2 dated November 15, 2017, by Amendment No. 3 dated April 3, 2018, by Amendment No. 4 dated May 17, 2018, by Amendment No. 5 dated August 14, 2018, and by Amendment No. 6 dated July 5, 2019 (the “Schedule 13D”) relating to the common stock, no par value (“common stock”), of OncoCyte Corporation, a California corporation (the “Company”), and is being filed and is filed by and on behalf of Lineage Cell Therapeutics, Inc. (F/K/A BioTime, Inc.) (“Lineage” or the “Reporting Person”). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings previously ascribed to them in the previous filing of the Schedule 13D. On August 9, 2019, Lineage changed its name from BioTime, Inc. to Lineage Cell Therapeutics, Inc. All references in the Schedule 13D to “BioTime, Inc.” shall be deemed references to “Lineage Cell Therapeutics, Inc.” and all references in the Schedule 13D to “BioTime” shall be deemed references to “Lineage.”
|ITEM 1.||SECURITY AND ISSUER|
This Amendment No. 7 relates to the common stock of the Company and is being filed pursuant to Rule 13d-1 under the Exchange Act. The address of the principal executive offices of the Company is 1010 Atlantic Avenue, Suite 102, Alameda, California 94501.
|ITEM 2.||IDENTITY AND BACKGROUND|
(a) This Schedule 13D is being filed on behalf of Lineage Cell Therapeutics, Inc., a California corporation.
(b) The address of the principal office of Lineage is Lineage Cell Therapeutics, Inc., 2173 Salk Avenue, Suite 200, Carlsbad, CA 92008.
(c) Lineage is a biotechnology company focused on the emerging field of cell therapy.
(d) Lineage has not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Lineage has not during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Lineage is organized under the laws of the state of California.
|ITEM 3.||SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION|
The information on Lineage’s cover sheet to this Amendment No. 7 is incorporated by reference herein. There has been no material change from the information last reported in Item 3 of the Schedule 13D.
|ITEM 4.||PURPOSE OF TRANSACTION|
Lineage is filing this Amendment No. 7 to report the reduction in its percentage ownership of the outstanding common stock of the Company resulting from the sale of 4,000,000 shares of common stock. The Special Equities Group, LLC a division of Bradley Woods & Co. Ltd. acted as exclusive placement agent with respect to one of the purchasers. Following the transaction, Lineage holds 8,424,244 shares of common stock of the Company. Lineage has agreed with the purchasers not to sell additional shares of common stock of the Company until January 1, 2020 or unless the price of the common stock of the Company closes above $3.00.
Lineage’s percentage ownership of the outstanding common stock is based on the number of outstanding shares of common stock as of July 31, 2019 reported by the Company in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 14, 2019.
Except as described above in this Item 4, the Board of Directors of Lineage has not approved any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company’s business or corporate structure; (g) changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.
|ITEM 5.||INTEREST IN SECURITIES OF THE ISSUER|
(a) As of the date of this Amendment No. 7, Lineage beneficially owns 8,424,244 shares of Company common stock representing approximately 16.2% of the outstanding common stock of the Company based on 51,972,830 shares of common stock outstanding as of July 31, 2019.
(b) As of the date of this Amendment No. 7, Lineage has sole power to vote or to direct the vote, and sole power to dispose or direct the disposition of 8,424,244 of the shares of Company common stock it beneficially owns.
(c) Except as described in this Amendment No. 7, during the past sixty days, Lineage has not engaged any transactions in Company common stock.
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Company common stock beneficially owned by Lineage.
(e) Not applicable.
|ITEM 6.||CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.|
The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6.
|ITEM 7.||MATERIAL TO BE FILED AS EXHIBITS.|
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information contained in this statement is true, complete and correct.
|Dated: September 13, 2019||LINEAGE CELL THERAPEUTICS, INC.|
|a California corporation|
|By:||/s/ Brandi Roberts|
|Chief Financial Officer|