Document and Entity Information - shares |
9 Months Ended | |
|---|---|---|
Sep. 30, 2019 |
Nov. 08, 2019 |
|
| Document And Entity Information | ||
| Entity Registrant Name | Lineage Cell Therapeutics, Inc. | |
| Entity Central Index Key | 0000876343 | |
| Document Type | 10-Q | |
| Document Period End Date | Sep. 30, 2019 | |
| Amendment Flag | false | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Current Reporting Status | Yes | |
| Entity Interactive Data Current | Yes | |
| Entity Filer Category | Accelerated Filer | |
| Entity Small Business Flag | true | |
| Entity Emerging Growth Company | false | |
| Entity Ex Transition Period | false | |
| Entity Shell Company | false | |
| Entity Common Stock, Shares Outstanding | 149,794,177 | |
| Document Fiscal Period Focus | Q3 | |
| Document Fiscal Year Focus | 2019 |
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- Definition Boolean flag that is true when the XBRL content amends previously-filed or accepted submission. No definition available.
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- Definition End date of current fiscal year in the format --MM-DD. No definition available.
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- Definition Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY. No definition available.
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- Definition This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006. No definition available.
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- Definition The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD. No definition available.
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- Definition The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'. No definition available.
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- Definition A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument. No definition available.
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- Definition Indicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition Indicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Indicates that the company is a Smaller Reporting Company (SRC). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Aggregated carrying amounts of obligations as of the balance sheet date Liability classified warrants and other long-term liabilities. No definition available.
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- Definition Amount due from customers or clients for goods or services that have been delivered or sold in the normal course of business within one year or the normal operating cycle, if longer, net of allowance for doubtful accounts, and the amounts due under the terms of governmental, corporate, or foundation grants. No definition available.
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- Definition Amount, after allowance for credit loss, of accounts and financing receivables, classified as current. Includes, but is not limited to, notes and loan receivable. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Sum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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- References No definition available.
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| X | ||||||||||
- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition For a classified balance sheet, the cumulative difference between the rental income or payments required by a lease agreement and the rental income or expense recognized on a straight-line basis, or other systematic and rational basis more representative of the time pattern in which use or benefit is granted or derived from the leased property, expected to be recognized in income or expense, by the lessor or lessee, respectively, more than one year after the balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable, classified as noncurrent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences, with jurisdictional netting and classified as noncurrent. Reference 1: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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| X | ||||||||||
- Definition Carrying value of amounts transferred to third parties for security purposes that are expected to be returned or applied towards payment after one year or beyond the operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount of receivables due from an entity that is affiliated with the reporting entity by means of direct or indirect ownership, due within 1 year (or 1 business cycle). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date. which are usually due after one year (or one business cycle). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition This item represents the carrying amount on the entity's balance sheet of its investment in common stock of an equity method investee. This is not an indicator of the fair value of the investment, rather it is the initial cost adjusted for the entity's share of earnings and losses of the investee, adjusted for any distributions (dividends) and other than temporary impairment (OTTI) losses recognized. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Present value of lessee's discounted obligation for lease payments from finance lease, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Present value of lessee's discounted obligation for lease payments from finance lease, classified as noncurrent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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- References No definition available.
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| X | ||||||||||
- Definition Amount of investment in marketable security, classified as current. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which is directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent (that is, noncontrolling interest, previously referred to as minority interest). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Sum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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- Details
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- Details
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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares |
Sep. 30, 2019 |
Dec. 31, 2018 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred stock, no par value | ||
| Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
| Preferred stock, shares issued | ||
| Preferred stock, shares outstanding | ||
| Common stock, no par value | ||
| Common stock, shares authorized | 250,000,000 | 250,000,000 |
| Common stock, shares issued | 149,790,000 | 127,136,000 |
| Common stock, shares outstanding | 149,790,000 | 127,136,000 |
| X | ||||||||||
- Definition Face amount per share of no-par value common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Face amount per share of no-par value preferred stock nonredeemable or redeemable solely at the option of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- References No definition available.
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Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2019 |
Sep. 30, 2018 |
Sep. 30, 2019 |
Sep. 30, 2018 |
|
| REVENUES: | ||||
| Grant revenue | $ 350 | $ 718 | $ 1,628 | $ 2,985 |
| Royalties from product sales and license fees | 164 | 85 | 390 | 312 |
| Subscription and advertisement revenues | 119 | 691 | ||
| Sale of research products and services | 53 | 60 | 256 | 242 |
| Total revenues | 567 | 982 | 2,274 | 4,230 |
| Cost of sales | (114) | (35) | (289) | (250) |
| Gross profit | 453 | 947 | 1,985 | 3,980 |
| OPERATING EXPENSES: | ||||
| Research and development | 4,266 | 4,882 | 14,462 | 17,175 |
| Acquired in-process research and development | 800 | |||
| General and administrative | 4,609 | 6,422 | 19,527 | 17,585 |
| Total operating expenses | 8,875 | 11,304 | 33,989 | 35,560 |
| Loss from operations | (8,422) | (10,357) | (32,004) | (31,580) |
| OTHER INCOME/(EXPENSES): | ||||
| Interest income, net | 399 | 174 | 1,278 | 278 |
| Gain on sale of marketable equity securities | 2,055 | 2,055 | ||
| Gain on sale of AgeX shares and deconsolidation of AgeX | 78,511 | 78,511 | ||
| Unrealized (loss) gain on marketable equity securities | (4,458) | 23 | (3,134) | 635 |
| Unrealized gain on warrant liability | 79 | 21 | 350 | 372 |
| Other income (expense), net | 582 | (7) | 2,270 | (1,021) |
| Total other (expense) income, net | (9,084) | 76,901 | 18,110 | 29,780 |
| (LOSS)/INCOME BEFORE INCOME TAXES | (17,506) | 66,544 | (13,894) | (1,800) |
| Deferred income tax benefit | 991 | 6,623 | ||
| NET (LOSS)/INCOME | (16,515) | 66,544 | (7,271) | (1,800) |
| Net loss attributable to noncontrolling interest | 10 | 181 | 44 | 762 |
| NET (LOSS)/INCOME ATTRIBUTABLE TO LINEAGE CELL THERAPEUTICS, INC. | $ (16,505) | $ 66,725 | $ (7,227) | $ (1,038) |
| NET (LOSS)/INCOME PER COMMON SHARE: | ||||
| BASIC | $ (0.11) | $ 0.53 | $ (0.05) | $ (0.01) |
| DILUTED | $ (0.11) | $ 0.53 | $ (0.05) | $ (0.01) |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: | ||||
| BASIC | 149,659,000 | 126,878,000 | 144,097,000 | 126,872,000 |
| DILUTED | 149,659,000 | 126,973,000 | 144,097,000 | 126,872,000 |
| OncoCyte Corporation [Member] | ||||
| OTHER INCOME/(EXPENSES): | ||||
| Gain on sale of equity method investment | $ 546 | $ 546 | ||
| Unrealized (loss) gain on equity method investment | (8,287) | (734) | 8,001 | (31,550) |
| Ascendance Biotechnology, Inc [Member] | ||||
| OTHER INCOME/(EXPENSES): | ||||
| Gain on sale of equity method investment | 3,215 | |||
| Asterias Biotherapeutics [Member] | ||||
| OTHER INCOME/(EXPENSES): | ||||
| Unrealized (loss) gain on equity method investment | $ (1,087) | $ 6,744 | $ (20,660) | |
| X | ||||||||||
- Definition Acquired in-process research and development. No definition available.
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| X | ||||||||||
- Definition Unrealized (gain) loss on equity method investment. No definition available.
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| X | ||||||||||
- Definition Gain on sale and deconsolidation. No definition available.
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| X | ||||||||||
- Definition Grant revenue. No definition available.
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| X | ||||||||||
- Definition Royalties from product sales and license fees. No definition available.
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| X | ||||||||||
- Definition Sale of research products and services. No definition available.
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| X | ||||||||||
- Definition Revenue from the sale of subscriptions of advertising time (such as television and radio) or space (newspaper or magazine pages). May also include advertising, marketing and promotional services rendered during the reporting period. No definition available.
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| X | ||||||||||
- Definition Unrealized gain on warrant liability. No definition available.
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| X | ||||||||||
- Definition The aggregate cost of goods produced and sold and services rendered during the reporting period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Amount of gain (loss) on sale or disposal of an equity method investment. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The net amount of nonoperating interest income (expense). No definition available.
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| X | ||||||||||
- Definition Amount of unrealized and realized gain (loss) on investment in marketable security, including other-than-temporary impairment (OTTI). No definition available.
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| X | ||||||||||
- Definition Amount of unrealized gain (loss) on investment in marketable security. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount of Net Income (Loss) attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense. No definition available.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The net result for the period of deducting operating expenses from operating revenues. No definition available.
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| X | ||||||||||
- Definition Amount of income (expense) related to nonoperating activities, classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Condensed Consolidated Statements of Comprehensive Income/(Loss) (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2019 |
Sep. 30, 2018 |
Sep. 30, 2019 |
Sep. 30, 2018 |
|
| Income Statement [Abstract] | ||||
| NET (LOSS)/INCOME | $ (16,515) | $ 66,544 | $ (7,271) | $ (1,800) |
| Other comprehensive income (loss), net of tax: | ||||
| Foreign currency translation adjustment, net of tax | (564) | 92 | (1,783) | 1,051 |
| COMPREHENSIVE (LOSS)/INCOME | (17,079) | 66,636 | (9,054) | (749) |
| Less: Comprehensive loss attributable to noncontrolling interest | 10 | 181 | 44 | 762 |
| COMPREHENSIVE (LOSS)/INCOME ATTRIBUTABLE TO LINEAGE CELL THERAPEUTICS, INC. COMMON SHAREHOLDERS | $ (17,069) | $ 66,817 | $ (9,010) | $ 13 |
| X | ||||||||||
- Definition Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount after tax, before reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2019 |
Sep. 30, 2018 |
Sep. 30, 2019 |
Sep. 30, 2018 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
| Net loss attributable to Lineage Cell Therapeutics, Inc. | $ (16,505) | $ 66,725 | $ (7,227) | $ (1,038) |
| Net loss allocable to noncontrolling interest | (10) | (181) | (44) | (762) |
| Adjustments to reconcile net loss attributable to Lineage Cell Therapeutics, Inc. to net cash used in operating activities: | ||||
| Gain on sale of investments in OncoCyte, AgeX and Hadasit | (2,601) | |||
| Gain on sale of AgeX shares and deconsolidation of AgeX | (78,511) | (78,511) | ||
| Acquired in-process research and development | 800 | |||
| Unrealized loss (gain) on marketable equity securities | 4,458 | (23) | 3,134 | (635) |
| Deferred income tax benefit | (991) | (6,623) | ||
| Depreciation expense, including amortization of leasehold improvements | 253 | 254 | 766 | 814 |
| Amortization of right-of-use asset | 59 | |||
| Amortization of intangible assets | 1,500 | 1,715 | ||
| Stock-based compensation | 759 | 1,310 | 2,961 | 3,397 |
| Change in unrealized gain on warrant liability | (349) | |||
| Foreign currency remeasurement and other (gain) loss | (1,911) | 788 | ||
| Changes in operating assets and liabilities: | ||||
| Accounts and grants receivable, net | 634 | 107 | ||
| Accrued interest receivable | (1,134) | |||
| Receivables from affiliates, net of payables | 1,948 | 486 | ||
| Prepaid expenses and other current assets | (136) | (708) | ||
| Accounts payable and accrued liabilities | (2,788) | (314) | ||
| Deferred revenue and other liabilities | 132 | (204) | ||
| Net cash used in operating activities | (26,424) | (25,070) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
| Cash and cash equivalents acquired in the Asterias Merger | 3,117 | |||
| Purchase of equipment and other assets | (433) | (399) | ||
| Security deposit paid and other | (2) | (8) | ||
| Deconsolidation of cash and cash equivalents of AgeX | (9,704) | |||
| Proceeds from the sale of equity method investment in Ascendance | 3,215 | |||
| Purchase of in-process research and development | (1,872) | |||
| Net cash provided by investing activities | 16,237 | 2,032 | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
| Common shares received and retired for employee taxes paid | (101) | (26) | ||
| Reimbursement from landlord on tenant improvements | 750 | |||
| Net proceeds from sale of common shares | 103 | |||
| Proceeds from sale of common shares of subsidiary | 5,000 | |||
| Proceeds from sale of subsidiary warrants | (40) | 1,000 | ||
| Repayment of financing lease liabilities | (20) | (155) | ||
| Repayment of principal portion of promissory notes | (70) | (101) | ||
| Payment to repurchase subsidiary shares | (38) | |||
| Net cash provided by financing activities | 622 | 5,680 | ||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 128 | (40) | ||
| NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (9,437) | (17,398) | ||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH: At beginning of the period | 24,399 | 37,685 | ||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH: At end of the period | 14,962 | 20,287 | 14,962 | 20,287 |
| OncoCyte Corporation [Member] | ||||
| Adjustments to reconcile net loss attributable to Lineage Cell Therapeutics, Inc. to net cash used in operating activities: | ||||
| Unrealized (gain) loss on equity method investment | 8,287 | 734 | (8,001) | 31,550 |
| Gain on sale of equity method investment | (546) | (546) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
| Proceeds from the sale of investment | 10,738 | |||
| Asterias Biotherapeutics [Member] | ||||
| Adjustments to reconcile net loss attributable to Lineage Cell Therapeutics, Inc. to net cash used in operating activities: | ||||
| Unrealized (gain) loss on equity method investment | 1,087 | (6,744) | 20,660 | |
| Ascendance Biotechnology, Inc [Member] | ||||
| Adjustments to reconcile net loss attributable to Lineage Cell Therapeutics, Inc. to net cash used in operating activities: | ||||
| Gain on sale of equity method investment | (3,215) | |||
| AgeX Therapeutics, Inc. [Member] | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
| Proceeds from the sale of investment | 1,586 | |||
| Hadasit Bio-Holdings Ltd. [Member] | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
| Proceeds from the sale of investment | 1,231 | |||
| Juvenescence Limited [Member] | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
| Proceeds from the sale of investment | $ 10,800 | |||
| X | ||||||||||
- Definition Change in unrealized gain on warrant liability. No definition available.
|
| X | ||||||||||
- Definition Common shares received and retired for employee taxes paid. No definition available.
|
| X | ||||||||||
- Definition Unrealized (gain) loss on equity method investment. No definition available.
|
| X | ||||||||||
- Definition Amount of foreign currency remeasurement realized and unrealized (gain) loss recognized and other in the income statement. No definition available.
|
| X | ||||||||||
- Definition Gain on sale and deconsolidation. No definition available.
|
| X | ||||||||||
- Definition Payment to repurchase subsidiary shares. No definition available.
|
| X | ||||||||||
- Definition Payments for Proceeds from sale of subsidiary warrants. No definition available.
|
| X | ||||||||||
- Definition Reimbursement from landlord on tenant improvements. No definition available.
|
| X | ||||||||||
- Definition Repayment of financing lease liabilities. No definition available.
|
| X | ||||||||||
- Definition Security deposit paid and other. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash inflow associated with the acquisition of business during the period (for example, cash that was held by the acquired business). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including, but not limited to, disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Reduction in cash due to no longer including the former subsidiary's cash in the consolidated entity's cash. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) from effect of exchange rate changes on cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; held in foreign currencies; including, but not limited to, disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of gain (loss) on sale or disposal of an equity method investment. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of amortization expense attributable to right-of-use asset from finance lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The difference between the carrying value and the sale price of an investment. A gain would be recognized when the sale price of the investment is greater than the carrying value of the investment. This element refers to the Gain included in earnings and not to the cash proceeds of the sale. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition The increase (decrease) during the reporting period in receivables to be collected from an entity that is controlling, under the control of, or within the same control group as the reporting entity by means of direct or indirect ownership. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The increase (decrease) during the reporting period in the amount due from borrowers for interest payments. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) in obligation to transfer good or service to customer for which consideration has been received or is receivable. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of increase (decrease) in prepaid expenses, and assets classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of unrealized gain (loss) on investment in marketable security. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of Net Income (Loss) attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The cash outflows from the purchase of net carrying value allocated to in-process research and development costs and materials acquired in a business combination. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash inflow from the additional capital contribution to the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of cash inflow from a noncontrolling interest. Includes, but is not limited to, purchase of additional shares or other increase in noncontrolling interest ownership. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash inflow associated with the sale of equity method investments, which are investments in joint ventures and entities in which the entity has an equity ownership interest normally of 20 to 50 percent and exercises significant influence. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash inflow from the sale of investment projects held by an entity in hopes of getting a future return or interest from it. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash outflow during the period from the repayment of aggregate short-term and long-term debt. Excludes payment of capital lease obligations. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition The amount of purchased research and development assets that are acquired in a business combination have no alternative future use and are therefore written off in the period of acquisition. No definition available.
|
| X | ||||||||||
- Definition Amount of noncash expense for share-based payment arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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Organization and Business Overview |
9 Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2019 | ||||||||||||||||
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||||||
| Organization and Business Overview |
1. Organization and Business Overview
Lineage is a clinical-stage biotechnology company developing novel cell therapies for unmet medical needs. Our current focus is on therapies for degenerative retinal diseases, neurological conditions associated with demyelination, and aiding the body in detecting and combating cancer. Lineage’s programs are based on its proprietary cell-based therapy platform and associated development and manufacturing capabilities. With this platform, Lineage develops and manufactures specialized, terminally-differentiated human cells from its pluripotent and progenitor cell starting materials. These differentiated cells are developed either to replace or support cells that are dysfunctional or absent due to degenerative disease or traumatic injury, or administered as a means of helping the body mount an effective immune response to cancer.
Lineage has three cell therapy programs in clinical development:
Lineage also has cell/drug delivery programs that are based upon its proprietary HyStem® cell and drug delivery matrix technology. HyStem was designed to support the formulation, transfer, retention, and engraftment of cellular therapies. Renevia® is a proprietary 3-D scaffold designed to support adipose tissue transplants. In a European pivotal clinical trial in patients with HIV-associated facial lipoatrophy, the primary endpoint of change in hemifacial volume at 6 months in treated patients compared to patients in the delayed treatment arm as measured by three-dimensional photographic volumetric assessment was met. In 2018, we submitted a design dossier for EU market clearance (CE Mark) for the use of Renevia as a device to aid in transferring a patient’s own adipose tissue to treat certain forms of facial lipoatrophy, or fat loss. Lineage was granted a CE Mark for Renevia in September 2019 and is currently working to identify a commercialization partner in Europe.
Lineage is also enabling early-stage programs in other new technologies through its own research programs.
Asterias Merger
On November 7, 2018, Lineage, Asterias and Patrick Merger Sub, Inc., a wholly owned subsidiary of Lineage, entered into an Agreement and Plan of Merger (the “Merger Agreement”) whereby Lineage agreed to acquire all of the outstanding common stock of Asterias in a stock-for-stock transaction (the “Asterias Merger”).
On March 7, 2019, the shareholders of each of Lineage and Asterias approved the Merger Agreement. Prior to the Asterias Merger, Lineage owned approximately 38% of Asterias’ issued and outstanding common stock and accounted for Asterias as an equity method investment.
On March 8, 2019, the Asterias Merger closed with Asterias surviving as a wholly owned subsidiary of Lineage. The former stockholders of Asterias (other than Lineage) received 0.71 common shares of Lineage for every share of Asterias common stock they owned. Lineage issued 24,695,898 common shares, including 58,085 shares issued in respect of restricted stock units issued by Asterias that immediately vested in connection with the closing of the Asterias Merger. The aggregate dollar value of such shares, based on the closing price of Lineage common shares on March 8, 2019, was $32.4 million. Lineage also assumed warrants to purchase shares of Asterias common stock.
The Asterias Merger has been accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, which requires, among other things, that the assets and liabilities assumed be recognized at their fair values as of the acquisition date.
See Note 3 for a full discussion of the Asterias Merger.
Investment in OncoCyte
Lineage has significant equity holdings in OncoCyte Corporation (“OncoCyte”), a publicly traded company, which Lineage founded and, in the past, was a majority-owned consolidated subsidiary until February 17, 2017. The deconsolidation of OncoCyte is sometimes referred to as the “OncoCyte Deconsolidation” in this Report. OncoCyte (NYSE American: OCX) is developing confirmatory diagnostic tests for lung cancer utilizing novel liquid biopsy technology. As of September 30, 2019, Lineage owned 8.4 million shares of OncoCyte common stock, or 16% of its outstanding shares (see Note 4). |
| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of Presentation, Liquidity and Summary of Significant Accounting Policies |
2. Basis of Presentation, Liquidity and Summary of Significant Accounting Policies
The unaudited condensed consolidated interim financial statements presented herein, and discussed below, have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. In accordance with those rules and regulations certain information and footnote disclosures normally included in comprehensive consolidated financial statements have been condensed or omitted. The condensed consolidated balance sheet as of December 31, 2018 was derived from the audited consolidated financial statements at that date, but does not include all the information and footnotes required by GAAP. These condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Lineage’s Annual Report on Form 10-K for the year ended December 31, 2018.
The accompanying condensed consolidated interim financial statements, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of Lineage’s financial condition and results of operations. The condensed consolidated results of operations are not necessarily indicative of the results to be expected for any other interim period or for the entire year.
Principles of consolidation
Lineage’s condensed consolidated interim financial statements include the accounts of its subsidiaries. The following table reflects Lineage’s ownership, directly or through one or more subsidiaries, of the outstanding shares of its operating subsidiaries as of September 30, 2019.
For the three and nine months ended September 30, 2018, Lineage’s unaudited consolidated results include AgeX’s consolidated results for the period through August 30, 2018. As a result of the AgeX Deconsolidation, beginning on August 30, 2018 (a) AgeX’s consolidated financial statements and consolidated results are no longer a part of Lineage’s condensed consolidated interim financial statements and results, and (b) the fair value of AgeX common stock held by Lineage is now reflected on Lineage’s condensed consolidated balance sheet and the changes in the fair value of those shares during the applicable reporting period are reflected as gains or losses in Lineage’s condensed consolidated statements of operations included in other income and expenses, net.
All material intercompany accounts and transactions have been eliminated in consolidation. As of September 30, 2019, Lineage consolidated its direct and indirect wholly owned or majority-owned subsidiaries because Lineage has the ability to control their operating and financial decisions and policies through its ownership, and the noncontrolling interest is reflected as a separate element of shareholders’ equity on Lineage’s consolidated balance sheets.
Liquidity
Since inception, Lineage has incurred significant operating losses and has funded its operations primarily through the issuance of equity securities, sale of common stock of AgeX, a former subsidiary, receipt of research grants, royalties from product sales, license revenues and sales of research products. Additionally, Lineage raised $10.7 million in sales of a portion of its OncoCyte holdings, $1.6 million in sales of a portion of its AgeX holdings and $1.2 million in sales of a portion of its Hadasit Bio-Holdings Ltd. (“HBL”) holdings in the third quarter of 2019. At September 30, 2019, Lineage had an accumulated deficit of approximately $268.9 million, working capital of $55.4 million and shareholders’ equity of $115.5 million. Lineage has evaluated its projected cash flows and believes that its $35.7 million of cash, cash equivalents and marketable equity securities, including its positions in OncoCyte, AgeX and HBL, at September 30, 2019, provide sufficient cash, cash equivalents, and liquidity to carry out Lineage’s current planned operations through at least twelve months from the issuance date of the consolidated financial statements included herein. If Lineage needs near term working capital or liquidity to supplement its cash and cash equivalents for its operations, Lineage may sell some, or all, of its marketable equity securities, as necessary.
If the promissory note issued by Juvenescence in favor of Lineage discussed in Note 5 is converted into equity securities of Juvenescence prior to its maturity date, the Juvenescence equity securities may be marketable securities that Lineage may use to supplement its liquidity, as needed. If such promissory note is not converted, it is payable in cash, plus accrued interest, at maturity on August 30, 2020.
On March 8, 2019, with the consummation of the Asterias Merger, Asterias became Lineage’s wholly owned subsidiary. Lineage began consolidating Asterias’ operations and results with its operations and results beginning on March 8, 2019 (see Note 3). As Lineage integrates Asterias’ operations into its own, Lineage has made extensive reductions in headcount and reduced non-clinical related spend, in each case, as compared to Asterias’ operations before the Asterias Merger.
Lineage’s projected cash flows are subject to various risks and uncertainties, and the unavailability or inadequacy of financing to meet future capital needs could force Lineage to modify, curtail, delay, or suspend some or all aspects of its planned operations. Lineage’s determination as to when it will seek new financing and the amount of financing that it will need will be based on Lineage’s evaluation of the progress it makes in its research and development programs, any changes to the scope and focus of those programs, any changes in grant funding for certain of those programs, and projection of future costs, revenues, and rates of expenditure. Lineage may be required to delay, postpone, or cancel clinical trials or limit the number of clinical trial sites, unless it is able to obtain adequate financing. In addition, Lineage has incurred and expects to continue incurring significant costs in connection with the acquisition of Asterias and with integrating its operations. Lineage may incur additional costs to maintain employee morale and to retain key employees. Lineage cannot assure that adequate financing will be available on favorable terms, if at all. Sales of additional equity securities by Lineage or its subsidiaries and affiliates could result in the dilution of the interests of current shareholders.
Business Combinations
Lineage accounts for business combinations, such as the Asterias Merger completed in March 2019, in accordance with ASC Topic 805, which requires the purchase price to be measured at fair value. When the purchase consideration consists entirely of shares of Lineage’s common stock, Lineage calculates the purchase price by determining the fair value, as of the acquisition date, of shares issued in connection with the closing of the acquisition. Lineage recognizes estimated fair values of the tangible assets and intangible assets acquired, including in-process research and development (“IPR&D”), and liabilities assumed as of the acquisition date, and records as goodwill any amount of the fair value of the tangible and intangible assets acquired and liabilities assumed in excess of the purchase price.
Marketable Equity Securities
Lineage accounts for the shares it holds in OncoCyte, AgeX and HBL as marketable equity securities in accordance with ASC 320-10-25, Investments – Debt and Equity Securities, as amended by Accounting Standards Update (“ASU”) 2016-01, Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, further discussed below.
The OncoCyte and AgeX shares have readily determinable fair values quoted on the NYSE American under trading symbols “OCX” and “AGE”. The HBL shares have a readily determinable fair value quoted on the Tel Aviv Stock Exchange (“TASE”) under trading symbol “HDST” where share prices are denominated in New Israeli Shekels (NIS). Accordingly, the marketable equity securities are considered level 1 assets as defined by ASC 820. These securities are held principally to meet future working capital needs. These securities are measured at fair value and reported as current assets on the consolidated balance sheets based on the closing trading price of the security as of the date being presented.
Prior to September 11, 2019, Lineage accounted for its OncoCyte shares held at fair value, using the equity method of accounting. On September 11, 2019, Lineage’s ownership percentage decreased from 24% to 16% when it sold 4.0 million shares of OncoCyte common stock. Accordingly, as the ownership percentage is less than 20%, Lineage is no longer considered to exercise significant influence over OncoCyte and is now accounting for its OncoCyte holdings as marketable equity securities.
Prior to the Asterias Merger completed on March 8, 2019 discussed in Note 3, Lineage accounted for its Asterias shares held at fair value, using the equity method of accounting.
Revenue Recognition
During the first quarter of 2018, Lineage adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) ASU 2014-09, Revenues from Contracts with Customers (Topic 606), which created a single, principle-based revenue recognition model that supersedes and replaces nearly all existing U.S. GAAP revenue recognition guidance. Lineage adopted ASU 2014-09 using the modified retrospective transition method applied to those contracts which were not completed as of the adoption date. Results for reporting periods beginning on January 1, 2018 and thereafter are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with Lineage’s historical revenue recognition accounting under Topic 605.
Lineage recognizes revenue in a manner that depicts the transfer of control of a product or a service to a customer and reflects the amount of the consideration it is entitled to receive in exchange for such product or service. In doing so, Lineage follows a five-step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) the customer obtains control of the product or service. Lineage considers the terms of a contract and all relevant facts and circumstances when applying the revenue recognition standard. Lineage applies the revenue recognition standard, including the use of any practical expedients, consistently to contracts with similar characteristics and in similar circumstances.
Lineage’s largest source of revenue is currently related to government grants. In applying the provisions of ASU 2014-09, Lineage has determined that government grants are out of the scope of ASU 2014-09 because the government entities do not meet the definition of a “customer”, as defined by ASU 2014-09, as there is not considered to be a transfer of control of good or services to the government entities funding the grant. Lineage has, and will continue to, account for grants received to perform research and development services in accordance with ASC 730-20, Research and Development Arrangements, which requires an assessment, at the inception of the grant, of whether the grant is a liability or a contract to perform research and development services for others. If Lineage or a subsidiary receiving the grant is obligated to repay the grant funds to the grantor regardless of the outcome of the research and development activities, then Lineage is required to estimate and recognize that liability. Alternatively, if Lineage or a subsidiary receiving the grant is not required to repay, or if it is required to repay the grant funds only if the research and development activities are successful, then the grant agreement is accounted for as a contract to perform research and development services for others, in which case, grant revenue is recognized when the related research and development expenses are incurred (see Note 15).
Deferred grant revenues represent grant funds received from the governmental funding agencies for which the allowable expenses have not yet been incurred as of the balance sheet date reported. As of September 30, 2019, deferred grant revenue was $182,000.
Basic and diluted net income (loss) per share attributable to common shareholders
Basic earnings per share is calculated by dividing net income or loss attributable to Lineage common shareholders by the weighted average number of common shares outstanding, net of unvested restricted stock or restricted stock units, subject to repurchase by Lineage, if any, during the period. Diluted earnings per share is calculated by dividing the net income or loss attributable to Lineage common shareholders by the weighted average number of common shares outstanding, adjusted for the effects of potentially dilutive common shares issuable under outstanding stock options and warrants, using the treasury-stock method, convertible preferred stock, if any, using the if-converted method, and treasury stock held by subsidiaries, if any.
For the three and nine months ended September 30, 2019, and for the nine months ended September 30, 2018, Lineage reported a net loss attributable to common shareholders, and therefore, all potentially dilutive common stock was considered antidilutive for those periods. For the three months ended September 30, 2018, Lineage reported net income attributable to common shareholders, and therefore, performed an analysis of common share equivalents to determine their impact on diluted net income, and determined that none of the common share equivalents were dilutive.
The following weighted average common share equivalents were excluded from the computation of diluted net income (loss) per common share for the periods presented because including them would have been antidilutive (in thousands):
Lease accounting and impact of adoption of the new lease standard
On January 1, 2019, Lineage adopted ASU 2016-02, Leases (Topic 842, “ASC 842”) and its subsequent amendments affecting Lineage: (i) ASU 2018-10, Codification Improvements to Topic 842, Leases, and (ii) ASU 2018-11, Leases (Topic 842): Targeted improvements, using the modified retrospective method (see Note 15).
Lineage management determines if an arrangement is a lease at inception. Leases are classified as either financing or operating, with classification affecting the pattern of expense recognition in the consolidated statements of operations. When determining whether a lease is a finance lease or an operating lease, ASC 842 does not specifically define criteria to determine “major part of remaining economic life of the underlying asset” and “substantially all of the fair value of the underlying asset.” For lease classification determination, Lineage continues to use (i) greater to or equal to 75% to determine whether the lease term is a major part of the remaining economic life of the underlying asset and (ii) greater to or equal to 90% to determine whether the present value of the sum of lease payments is substantially all of the fair value of the underlying asset. Under the available practical expedients, Lineage accounts for the lease and non-lease components as a single lease component. Lineage recognizes right-of-use (“ROU”) assets and lease liabilities for leases with terms greater than twelve months in the condensed consolidated balance sheet.
ROU assets represent Lineage’s right to use an underlying asset during the lease term and lease liabilities represent Lineage’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of Lineage’s leases do not provide an implicit rate, Lineage uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lineage uses the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lineage’s lease terms may include options to extend or terminate the lease when it is reasonably certain that Lineage will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Operating leases are included as right-of-use assets in property and equipment (see Note 7), and ROU lease liabilities, current and long-term, in the condensed consolidated balance sheets. Financing leases are included in property and equipment, and in financing lease liabilities, current and long-term, in Lineage’s condensed consolidated balance sheets.
In connection with the adoption on ASC 842 on January 1, 2019, Lineage derecognized net book value of leasehold improvements and corresponding lease liabilities of $1.9 million and $2.0 million, respectively, which was the carrying value of certain operating leases as of December 31, 2018, included in property and equipment and lease liabilities, respectively, recorded pursuant to build to suit lease accounting under the previous ASC 840 lease standard. The derecognition of these amounts from the superseded ASC 840 lease standard was offset by a cumulative effect adjustment of $0.1 million as a reduction of Lineage’s accumulated deficit on January 1, 2019. These build to suit leases were primarily related to the Alameda and the Cell Cure Leases described in Note 15. ASC 842 requires build to suit leases recognized on Lineage’s consolidated balance sheets as of December 31, 2018 to be derecognized upon the adoption of the new lease standard and be recognized in accordance with the new standard on January 1, 2019.
The adoption of ASC 842 had a material impact in Lineage’s consolidated balance sheets, with the most significant impact resulting from the recognition of ROU assets and lease liabilities for operating leases with remaining terms greater than twelve months on the adoption date (see Note 15). Lineage’s accounting for financing leases (previously referred to as “capital leases”) remained substantially unchanged.
Other recently adopted accounting pronouncements
Adoption of ASU 2016-18, Statement of Cash Flows (Topic 230) - On January 1, 2018, Lineage adopted ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents and restricted cash, and that restricted cash be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the condensed consolidated statements of cash flows. The adoption of ASU 2016-18 did not have a material effect on Lineage’s condensed consolidated financial statements. However, prior period restricted cash balances included in prepaid expenses and other current assets, and in deposits and other long-term assets, on the condensed consolidated balance sheets was added to the beginning-of-period and end-of-period total consolidated cash and cash equivalents in the condensed consolidated statements of cash flows to conform to the current presentation shown below.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheet dates that comprise the total of the same such amounts shown in the condensed consolidated statements of cash flows for all periods presented herein and effected by the adoption of ASU 2016-18 (in thousands):
Adoption of ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting - In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for non-employee share-based payment transactions. The new standard expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018 (including interim periods within that fiscal year). Lineage adopted ASU 2018-07 on January 1, 2019. As Lineage does not have a significant number of nonemployee share-based awards, the application of the new standard did not have a material impact on its consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted - The recently issued accounting pronouncements applicable to Lineage that are not yet effective should be read in conjunction with the recently issued accounting pronouncements, as applicable and disclosed in Lineage’s Annual Report on Form 10-K for the year ended December 31, 2018.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which modifies certain disclosure requirements for reporting fair value measurements. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. Lineage will adopt this standard on January 1, 2020 and does not believe adoption of the guidance will have a significant impact on its consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This standard is currently effective for interim and annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted for annual periods beginning after December 15, 2018. In October 2019, the FASB affirmed a proposed ASU deferring the effective date of ASU 2016-13 for all entities except public companies that are not smaller reporting companies to fiscal years beginning after December 15, 2022, including interim periods within those years. This proposed ASU has not been finalized as of the date of this report. When finalized, Lineage plans to adopt ASU 2016-13 effective January 1, 2023. Lineage has not yet completed its assessment of the impact of the new standard on its consolidated financial statements. |
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Asterias Merger |
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| Asterias Merger |
3. Asterias Merger
On March 8, 2019, the Asterias Merger closed with Asterias surviving as a wholly owned subsidiary of Lineage. The former stockholders of Asterias (other than Lineage) received 0.71 common shares of Lineage (the “Merger Consideration”) for every share of Asterias common stock they owned (the “Merger Exchange Ratio”). Lineage issued 24,695,898 common shares, including 58,085 shares issued in respect of restricted stock units issued by Asterias that immediately vested in connection with the closing of the Asterias Merger. The fair value of such shares, based on the closing price of Lineage common shares on March 8, 2019, was $32.4 million.
In connection with the closing of the Asterias Merger, Lineage assumed outstanding warrants to purchase shares of Asterias common stock, as further discussed below and in Note 11, and assumed sponsorship of the Asterias 2013 Equity Incentive Plan (see Note 12). All stock options to purchase shares of Asterias common stock outstanding immediately prior to the closing of the Asterias Merger were canceled at the closing for no consideration.
As of September 30, 2019, the assets and liabilities of Asterias have been included in the condensed consolidated balance sheet of Lineage. The results of operations of Asterias from March 8, 2019 through September 30, 2019 have been included in the condensed consolidated statement of operations of Lineage for the nine months ended September 30, 2019.
Calculation of the purchase price
The calculation of the purchase price for the Asterias Merger and the Merger Consideration transferred on March 8, 2019 was as follows (in thousands, except for share and per share amounts):
Estimated purchase price allocation
Lineage allocated the acquisition consideration to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The fair value of the acquired tangible and identifiable intangible assets were determined based on inputs that are unobservable and significant to the overall fair value measurement. It is also based on estimates and assumptions made by management at the time of the acquisition. As such, this was classified as Level 3 fair value hierarchy measurements and disclosures.
The Merger Consideration allocation below is preliminary and as additional information becomes available, Lineage may further revise the preliminary acquisition consideration allocation. Lineage expects to finalize the acquisition consideration allocation by the end of 2019. Any such revisions or changes may be material.
The following table sets forth a preliminary allocation of the purchase price to Asterias’ tangible and identifiable intangible assets acquired and liabilities assumed on the closing of the Asterias Merger, with the excess recorded as goodwill (in thousands):
The valuation of identifiable intangible assets and their estimated useful lives are as follows (in thousands, except for useful life):
The following is a discussion of the valuation methods used to determine the fair value of Asterias’ significant assets and liabilities in connection with the Asterias Merger:
Acquired In-Process Research and Development (“ IPR&D”) and Deferred Income Tax Liability - The fair value of identifiable acquired in-process research and development intangible assets consisting of $31.7 million pertaining to the OPC1 program that is currently in a Phase 1/2a clinical trial for spinal cord injuries (“SCI”), which has been partially funded by the California Institute for Regenerative Medicine and $14.8 million pertaining to the VAC2 program, which is a non-patient-specific (“off-the-shelf”) cancer immunotherapy derived from pluripotent stem cells for which a clinical trial in non-small cell lung cancer is being funded and sponsored by Cancer Research UK. The identification of these intangible assets are based on consideration of historical experience and a market participant’s view further discussed below; collectively, OPC1 and the VAC2 are referred to as the “AST-Clinical Programs”. These intangible assets are valued primarily through the use of a probability weighted discounted cash flow method under the income approach further discussed below. Lineage considered the VAC1 program, an autologous product candidate, manufactured from cells that come from the patient, and due to significant risks, substantial costs and limited opportunities in its current state associated with the VAC1 program, Lineage management considered this program to have de minimis value.
Lineage determined that the estimated aggregate fair value of the AST-Clinical programs was $46.5 million as of the acquisition date using a probability weighted discounted cash flow method for each respective program. This approach estimates the probability of the AST-Clinical Programs achieving successful completion of remaining clinical trials and related approvals into the valuation technique.
To calculate fair value of the AST-Clinical programs under the discounted cash flow method, Lineage used probability-weighted, projected cash flows discounted at a rate considered appropriate given the significant inherent risks associated with cell therapy development by clinical-stage companies. Cash flows were calculated based on estimated projections of revenues and expenses related to each respective program. Cash flows were assumed to extend through a seven-year market exclusivity period for the OPC1 program from the date of market launch. Revenues from commercialization of the AST-Clinical Programs were based on estimated market potential for the indication of each program. The resultant cash flows were then discounted to present value using a weighted-average cost of capital for companies with profiles substantially similar to that of Lineage, which Lineage believes represents the rate that market participants would use to value the assets. Lineage compensated for the phase of development of the program by applying a probability factor to its estimation of the expected future cash flows. The projected cash flows were based on significant assumptions, including the indications in which Lineage will pursue development of the AST-Clinical programs, the time and resources needed to complete the development and regulatory approval, estimates of revenue and operating profit related to the program considering its stage of development, the life of the potential commercialized product, market penetration and competition, and risks associated with achieving commercialization, including delay or failure to obtain regulatory approvals to conduct clinical studies, failure of clinical studies, delay or failure to obtain required market clearances, and intellectual property litigation.
These IPR&D assets are indefinite-lived intangible assets until the completion or abandonment of the associated research and development (“R&D”) efforts. Once the R&D efforts are completed or abandoned, the IPR&D will either be amortized over the asset life as a finite-lived intangible asset or be impaired, respectively, in accordance with ASC 350, Intangibles - Goodwill and Other. In accordance with ASC 350, goodwill and acquired IPR&D are determined to have indefinite lives and, therefore, are not amortized. Instead, they are tested for impairment at least annually and between annual tests if Lineage becomes aware of an event or a change in circumstances that would indicate the asset may be impaired.
Because the IPR&D (prior to completion or abandonment of the R&D) is considered an indefinite-lived asset for accounting purposes, the fair value of the IPR&D on the acquisition date creates a deferred income tax liability (“DTL”) in accordance with ASC 740, Income Taxes (see Note 13). This DTL is computed using the fair value of the IPR&D assets on the acquisition date multiplied by Lineage’s federal and state income tax rates. While this DTL would reverse on impairment or sale or commencement of amortization of the related intangible assets, those events are not anticipated under ASC 740 for purposes of predicting reversal of a temporary difference to support the realization of deferred tax assets, except for certain deferred tax assets and credit carryforwards that are also indefinite in nature as of the closing of the Asterias Merger, which may be considered for reversal under ASC 740 as further discussed in Note 13.
Royalty contracts - Asterias has certain royalty revenues for “research only use” culture media for pre-clinical research applications under certain, specific patent families under contracts which preclude the customers to sell for commercial use or for clinical trials. These royalty cash flows are generated under certain specific patent families which Asterias previously acquired from Geron Corporation (“Geron”). Asterias pays Geron a royalty for all royalty revenues received from these contracts. Because these patents are a subset of the clinical programs discussed above, are expected to continue to generate revenues for Asterias and are not to be used in the OPC1 or the VAC2 programs, these patents are considered to be separate long-lived intangible assets under ASC 805. These intangible assets are also valued primarily through the use of the discounted cash flow method under the income approach, and will be amortized over their useful life, estimated to be 5 years. The discounted cash flow method estimated the amount of net royalty income that can be expected under the contracts in future years. The amounts were based on observed historical trends in the growth of these revenue streams, and were estimated to terminate in approximately five years, when the key patents under these contracts will begin to expire. The resulting cash flows were discounted to the valuation date based on a rate of return that recognizes a lower level of risk associated with these assets as compared to the AST-Clinical programs discussed above.
Deferred license revenue - In September 2018, Asterias and Novo Nordisk A/S (“Novo Nordisk”) entered into an option for Novo Nordisk or its designated U.S. affiliate to license, on a non-exclusive basis, certain intellectual property related to culturing pluripotent stem cells, such as hES cells, in suspension. Under the terms of the option, Asterias received a one-time upfront payment of $1.0 million, in exchange for a 24-month period option to negotiate a non-exclusive license during which time Asterias has agreed to not grant any exclusive licenses inconsistent with the Novo Nordisk option. This option is considered a performance obligation as it provides Novo Nordisk with a material right that it would not receive without entering into the contract.
For business combination purposes under ASC 805, the fair value of this performance obligation to Lineage, from a market participant perspective, is the estimated costs Lineage may incur, plus a normal profit margin for the level of effort required to perform under the contract after the acquisition date, assuming Novo Nordisk exercised its option, including, but not limited to, negotiation costs, legal fees, arbitration, if any, and other related costs. Management has estimated those costs, plus a normal profit margin, to be approximately $200,000 in the estimated purchase price allocation.
Liability classified warrants - On May 13, 2016, in connection with a common stock offering, Asterias issued warrants to purchase 2,959,559 shares of Asterias common stock (the “Asterias Warrants”) with an exercise price of $4.37 per share that expire in five years from the issuance date, or May 13, 2021. As of the closing of the Asterias Merger, there were 2,813,159 Asterias Warrants outstanding. The Asterias Warrants contain certain provisions in the event of a Fundamental Transaction, as defined in the warrant agreement governing the Asterias Warrants (“Warrant Agreement”), that Asterias or any successor entity will be required to purchase, at a holder’s option, exercisable at any time concurrently with or within thirty days after the consummation of the fundamental transaction, the Asterias Warrants for cash in an amount equal to the calculated value of the unexercised portion of such holder’s warrants, determined in accordance with the Black-Scholes option pricing model with significant inputs as specified in the Warrant Agreement. The Asterias Merger was a Fundamental Transaction for purposes of the Asterias Warrants.
The fair value of the Asterias Warrants was determined by using Black-Scholes option pricing models which take into consideration the probability of the fundamental transaction, which for purposes of the above valuation was assumed to be at 100% and net cash settlement occurring, using the contractual remaining term of the warrants. In applying these models, these inputs included key assumptions including the per share closing price of Lineage common shares on March 8, 2019, volatility computed in accordance with the provisions of the Warrant Agreement and, to a large extent, assumptions based on discussions with a majority of the holders of the Asterias Warrants since the closing of the Asterias Merger to settle the Asterias Warrants in cash or in common shares of Lineage. Based on such discussions, Lineage believes the fair value of the Asterias Warrants as of the closing of the Asterias Merger is not subject to change significantly, however, to the extent any Asterias Warrants that were not settled in cash or in Lineage common shares discussed below, were automatically converted to Lineage warrants 30 days after the closing of the Asterias Merger. In April 2019, Asterias Warrants representing approximately $372,000 in fair value were settled: $332,000 in fair value was settled in exchange for 251,835 common shares of Lineage, and $40,000 in fair value was settled in exchange for cash. The Asterias Warrants settled in exchange for common shares of Lineage were held by Broadwood Partners, L.P., an Asterias and Lineage shareholder. The Asterias Warrants settled in exchange for cash were held by other parties. The remaining Asterias Warrants (representing approximately $495,000 in fair value as of March 31, 2019) were converted into warrants to purchase common shares of Lineage using the Merger Exchange Ratio (the “Lineage Warrants”).
As of September 30, 2019, the total number of common shares of Lineage subject to warrants that were assumed by Lineage in connection with the Asterias Merger was 1,089,900, with similar terms and conditions retained under the Lineage Warrants as per the original Warrant Agreements. The Lineage Warrants have an exercise price of $6.15 per warrant share and expire on May 13, 2021. Lineage is accounting for the outstanding Lineage Warrants as a liability at fair value, with subsequent changes to the fair value of the Lineage Warrants at each reporting period thereafter included in the consolidated statement of operations (see Note 11).
Fair value of Lineage common shares held by Asterias - As of March 8, 2019, Asterias held 2,621,811 common shares of Lineage as marketable securities on its standalone financial statements. The fair value of those shares acquired by Lineage from Asterias is determined based on the $1.31 per share closing price of Lineage common shares on March 8, 2019. Although treasury shares are not considered an asset and were retired upon Lineage’s acquisition of Asterias, the fair value of those shares is a part of the purchase price allocation shown in the tables above. These Lineage shares were retired at the completion of the Asterias Merger.
Goodwill - Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. Goodwill is not amortized but is tested for impairment at least annually, or more frequently if circumstances indicate potential impairment.
Depending on the structure of a particular acquisition, goodwill and identifiable intangible assets may not be deductible for tax purposes. Goodwill recorded in the Asterias Merger is not expected to be deductible for tax purposes (see Note 13).
During the three and nine months ended September 30, 2019, Lineage incurred $30,000 and $4.4 million, respectively, in acquisition related costs which were recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations.
Prior to the Asterias Merger being consummated in March 2019, Lineage elected to account for its 21.7 million shares of Asterias common stock at fair value using the equity method of accounting. The fair value of the Asterias shares was approximately $20.2 million as of March 8, 2019, the closing date of the Asterias Merger, based on $0.93 per share, which was calculated by multiplying (a) $1.31, the closing price of Lineage common shares on such date by (b) the Merger Exchange Ratio. The fair value of the Asterias shares was approximately $13.5 million as of December 31, 2018, based on the closing price of Asterias common stock of $0.62 per share on such date. Accordingly, Lineage recorded an unrealized gain of $6.7 million for the nine months ended September 30, 2019, representing the change in fair value of Asterias common stock from December 31, 2018 to March 8, 2019. For the nine months ended September 30, 2018, Lineage recorded an unrealized loss of $20.7 million on the Asterias shares due to the decrease in Asterias’ stock price from December 31, 2017 to September 30, 2018 from $2.25 per share to $1.30 per share. All share prices were determined based on the closing price of Lineage or Asterias common stock on the NYSE American on the applicable dates.
Asterias Merger Related Litigation - See Note 15 Commitments and Contingencies for discussion regarding litigation related to the Asterias Merger. |
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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Accounting for Common Stock of OncoCyte, at Fair Value |
9 Months Ended |
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Sep. 30, 2019 | |
| Accounting For Common Stock Of Oncocyte At Fair Value | |
| Accounting for Common Stock of OncoCyte, at Fair Value |
4. Accounting for Common Stock of OncoCyte, at Fair Value
Lineage elected to account for its shares of OncoCyte common stock at fair value using the equity method of accounting beginning on February 17, 2017, the date of the OncoCyte Deconsolidation, through September 11, 2019. Lineage sold 2.25 million shares of OncoCyte common stock for net proceeds of $4.2 million in July 2019. Accordingly, Lineage’s ownership in OncoCyte was reduced from 28% to 24%. Lineage sold an additional 4.0 million shares of OncoCyte common stock for net proceeds of $6.5 million on September 11, 2019. Lineage’s ownership in OncoCyte was further reduced to 16% at this time. Effective September 11, 2019, Lineage began accounting for its shares of OncoCyte common stock as marketable equity securities. The calculation of fair value is the same under the equity method and as a marketable equity security.
As of September 30, 2019, Lineage owned 8.4 million shares of OncoCyte common stock. These shares had a fair value of $17.7 million, based on the closing price of OncoCyte of $2.10 per share on September 30, 2019. As of December 31, 2018, Lineage had 14.7 million shares of OncoCyte common stock. These shares had a fair value of $20.3 million, based on the closing price of OncoCyte of $1.38 per share on December 31, 2018.
For the three months ended September 30, 2019, Lineage recorded a realized gain of $0.6 million due to sales of OncoCyte shares in the period. Lineage also recorded an unrealized loss of $8.7 million due to the decrease in OncoCyte’s stock price from $2.49 per share at June 30, 2019 to $2.10 per share at September 30, 2019. $8.3 million of the unrealized loss was recorded as an unrealized loss on an equity method investment as it was prior to September 11, 2019; the remaining $0.4 million was recorded as an unrealized loss on marketable equity securities. For the three months ended September 30, 2018, Lineage recorded an unrealized loss of $0.7 million due to the decrease in OncoCyte’s stock price from $2.55 per share at June 30, 2018 to $2.50 per share at September 30, 2018.
For the nine months ended September 30, 2019, Lineage recorded a realized gain of $0.6 million due to sales of OncoCyte shares in the period. Lineage also recorded an unrealized gain of $7.6 million due to the increase in OncoCyte’s stock price from $1.38 per share at December 31, 2018 to $2.10 per share at September 30, 2019. $8.0 million of the unrealized gain was recorded as an unrealized gain on an equity method investment as it was prior to September 11, 2019; the unrealized loss of $0.4 million was recorded as an unrealized loss on marketable equity securities. For the nine months ended September 30, 2018, Lineage recorded an unrealized loss of $31.6 million due to the decrease in OncoCyte’s stock price from $4.65 per share at December 31, 2017 to $2.50 per share at September 30, 2018.
All share prices are determined based on the closing price of OncoCyte common stock on the NYSE American on the applicable dates, or the last day of trading of the applicable quarter, if the last day of a quarter fell on a weekend. |
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- Definition Accounting for Common Stock of Fair Value [Text Block] No definition available.
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Sale of Significant Ownership Interest in AgeX to Juvenescence Limited |
9 Months Ended |
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Sep. 30, 2019 | |
| Sale Of Significant Ownership Interest In Agex To Juvenescence Limited | |
| Sale of Significant Ownership Interest in AgeX to Juvenescence Limited |
5. Sale of Significant Ownership Interest in AgeX to Juvenescence Limited
On August 30, 2018, Lineage entered into a Stock Purchase Agreement with Juvenescence Limited and AgeX, pursuant to which Lineage sold 14.4 million shares of common stock of AgeX to Juvenescence for $3.00 per share, or an aggregate purchase price of $43.2 million (the “Purchase Price”). Juvenescence paid $10.8 million of the Purchase Price at closing, issued an unsecured convertible promissory note dated August 30, 2018 in favor of Lineage for $21.6 million (the “Promissory Note”), and paid $10.8 million on November 2, 2018. The Stock Purchase Agreement contains customary representations, warranties and indemnities from Lineage relating to the business of AgeX, including an indemnity cap of $4.3 million, which is subject to certain exceptions. The transactions contemplated by the Stock Purchase Agreement are referred to as the Juvenescence Transaction in this Report.
The Promissory Note bears interest at 7% per annum, with principal and accrued interest payable at maturity on August 30, 2020. The Promissory Note cannot be prepaid prior to maturity or conversion. On the maturity date, if a “Qualified Financing” (as defined below) has not occurred, Lineage will have the right, but not the obligation, to convert the principal balance of the Promissory Note and accrued interest then due into Series A preferred shares of Juvenescence at a conversion price of $15.60. Upon the occurrence of a Qualified Financing on or before the maturity date, the principal balance of the Promissory Note and accrued interest will automatically convert into a number of shares of the class of equity securities of Juvenescence sold in the Qualified Financing, at the price per share at which the Juvenescence securities are sold in the Qualified Financing; and, if AgeX common stock is listed on a national securities exchange in the U.S., the number of shares of the class of equity securities issuable upon conversion may be increased depending on the market price of AgeX common stock. A Qualified Financing is generally defined as an underwritten initial public offering of Juvenescence equity securities in which gross proceeds are not less than $50.0 million. The Promissory Note is not transferable, except in connection with a change of control of Lineage.
For the three and nine months ended September 30, 2019, Lineage recognized $378,000 and $1,134,000, respectively, in interest income on the Promissory Note. As of September 30, 2019, the principal and accrued interest balance of the Promissory Note was $23.2 million.
Shareholder Agreement
Lineage and Juvenescence entered into a Shareholder Agreement, dated August 30, 2018, setting forth the governance, approval and voting rights of the parties with respect to their holdings of AgeX common stock, including rights of representation on AgeX’s board of directors, approval rights, preemptive rights, rights of first refusal and co-sale and drag-along and tag-along rights for so long as either Lineage or Juvenescence continue to own at least 15% of the outstanding shares of AgeX common stock. Under the Shareholder Agreement, Juvenescence and Lineage each had the right to designate two persons to a six-member AgeX board of directors, with the remaining two individuals to be independent of Juvenescence and Lineage. Following Juvenescence’s payment of $10.8 million on November 2, 2018 under the Stock Purchase Agreement, Juvenescence had the right to designate an additional member of the AgeX board of directors. As of October 31, 2019, Juvenescence has not exercised such right. Immediately following the AgeX Distribution on November 28, 2018 (see Note 6), Lineage owned 1.7 million shares of AgeX common stock, representing 4.8% of AgeX’s then issued and outstanding shares of common stock. Accordingly, in accordance with the Shareholder Agreement, as of November 28, 2018, Lineage had no right to designate any member to the AgeX board of directors.
In connection with the Juvenescence Transaction, the termination provision of the Shared Facilities Agreement (see Note 10) entitling AgeX or Lineage to terminate the agreement upon six months advance written notice was amended. Pursuant to the amendment, following the AgeX Deconsolidation on August 30, 2018 (see Note 6), each party retained the right to terminate the Shared Facilities Agreement at any time by giving the other party six months advance written notice, provided that Lineage could not do so prior to September 1, 2020.
Shared services with AgeX were terminated on July 31, 2019 with respect to the use of Lineage’s office and laboratory facilities and September 30, 2019 with respect to all other remaining shared services. |
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- Definition Sale of Significant Ownership Interest [Text Block] No definition available.
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Deconsolidation and Distribution of AgeX |
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Sep. 30, 2019 | |
| Number of Equity Method Investments | |
| Deconsolidation and Distribution of AgeX |
6. Deconsolidation and Distribution of AgeX
Deconsolidation of AgeX
On August 30, 2018, Lineage sold 14.4 million shares of the common stock of AgeX to Juvenescence (see Note 5). Immediately before that sale, Lineage and Juvenescence owned 80.4% and 5.6%, respectively, of AgeX’s outstanding common stock. Immediately following that sale, Lineage and Juvenescence owned 40.2% and 45.8%, respectively, of AgeX’s outstanding common stock. As a result, on August 30, 2018, AgeX was no longer a subsidiary of Lineage and, as of that date, Lineage experienced a “loss of control” of AgeX, as defined by GAAP. Loss of control is deemed to have occurred when, among other things, a parent company owns less than a majority of the outstanding common stock of a subsidiary, lacks a controlling financial interest in the subsidiary, and is unable to unilaterally control the subsidiary through other means such as having, or being able to obtain, the power to elect a majority of the subsidiary’s board of directors based solely on contractual rights or ownership of shares representing a majority of the voting power of the subsidiary’s voting securities. All of these loss-of-control factors were present with respect to Lineage’s ownership interest in AgeX as of August 30, 2018. Accordingly, Lineage deconsolidated AgeX’s consolidated financial statements and consolidated results from Lineage’s unaudited condensed consolidated financial statements and consolidated results effective on August 30, 2018, in accordance with ASC, 810-10-40-4(c).
In connection with the Juvenescence Transaction discussed in Note 5 and the AgeX Deconsolidation on August 30, 2018, in accordance with ASC 810-10-40-5, Lineage recorded a gain on deconsolidation of $78.5 million, which includes a financial reporting gain on the sale of the AgeX shares of $39.2 million, during the year ended December 31, 2018, included in other income and expenses, net, in the consolidated statements of operations.
Distribution of AgeX Shares
On November 28, 2018, Lineage distributed 12.7 million shares of AgeX common stock owned by Lineage to holders of Lineage common shares, on a pro rata basis, in the ratio of one share of AgeX common stock for every 10 common shares of Lineage owned. The AgeX Distribution was accounted for at fair value as a dividend-in-kind in the aggregate amount of $34.4 million, which was determined by multiplying (a) the 12.7 million shares distributed to Lineage shareholders by (b) $2.71, the closing price of AgeX common stock on the NYSE American on November 29, 2018, the first trading day of AgeX common stock.
Because Lineage has an accumulated deficit in its consolidated shareholders’ equity, the entire fair value of the AgeX Distribution was charged against common stock equity included in the consolidated statements of changes in shareholders’ equity for the year ended December 31, 2018.
Immediately following the AgeX Distribution, Lineage owned 1.7 million shares of AgeX common stock. During the three months ended September 30, 2019, Lineage sold a total of 651,839 shares of AgeX common stock for net proceeds of approximately $1.6 million. As of September 30, 2019, Lineage owns 1.1 million shares of AgeX common stock, which represents approximately 2.8% of AgeX’s outstanding common stock as of September 30, 2019 and which shares Lineage holds as marketable equity securities. |
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- References No definition available.
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- Definition Deconsolidation [Text Block] No definition available.
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Property and Equipment, Net |
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| Property and Equipment, Net |
7. Property and Equipment, Net
At September 30, 2019 and December 31, 2018, property and equipment was comprised of the following (in thousands):
Property and equipment at both September 30, 2019 and December 31, 2018 includes $146,000 in financing leases. Depreciation and amortization expense amounted to $253,000 and $254,000 for the three months ended September 30, 2019 and 2018, and $766,000 and $814,000 for the nine months ended September 30, 2019 and 2018, respectively. During the three months ended September 30, 2019, Lineage sold equipment with a net book value of $156,000 and recognized a gain of $159,000, which is included in research and development expenses on the statement of operations.
Construction in progress
Construction in progress of $1.3 million as of December 31, 2018 entirely relates to the leasehold improvements made at Cell Cure’s leased facilities in Jerusalem, Israel, primarily financed by the landlord. The leasehold improvements were substantially completed in December 2018 and the assets placed in service in January 2019 (see adoption of ASC 842 impact discussed in Notes 2 and 15). |
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- References No definition available.
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- Definition The entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Goodwill and Intangible Assets, Net |
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| Goodwill and Intangible Assets, Net |
8. Goodwill and Intangible Assets, Net
At September 30, 2019 and December 31, 2018, goodwill and intangible assets, net consisted of the following (in thousands):
Lineage recognized in research and development expenses $0.5 million and $0.6 million of amortization expense in the three months ended September 30, 2019 and 2018, respectively, and $1.4 million and $1.8 million in the nine months ended September 30, 2019 and 2018, respectively. |
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- References No definition available.
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- Definition The entire disclosure for goodwill and intangible assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Accounts Payable and Accrued Liabilities |
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| Accounts Payable and Accrued Liabilities |
9. Accounts Payable and Accrued Liabilities
At September 30, 2019 and December 31, 2018, accounts payable and accrued liabilities consisted of the following (in thousands):
In connection with the Asterias Merger, several Asterias employees were terminated as of the Asterias Merger date. Three of these employees had employment agreements with Asterias which entitled them to change in control and separation payments in the aggregate of $2.0 million, which such conditions were met on the Asterias Merger date. Accordingly, $2.0 million was accrued and recorded in general and administrative expenses on the merger date and paid in April 2019.
Additionally, Lineage entered into a plan of termination with substantially all other previous employees of Asterias with potential separation payments in the aggregate of $0.5 million. Termination dates for these individuals ranged from May 31, 2019 to June 28, 2019. These employees were required to provide services related to the transition and be an employee of the combined company as of their date of termination in order to receive separation benefits. Since the employees were required to render future services after the merger date, Lineage recorded the aggregate liability ratably over their respective service periods from the Asterias Merger date through the above termination dates, in accordance with ASC 420, Exit or Disposal Cost Obligations. All payments were completed by July 31, 2019.
In connection with the planned relocation of Lineage’s corporate headquarters to Carlsbad, California, discussed in Note 15, Lineage entered into a plan of termination with certain Lineage employees with potential separation payments in the aggregate of $0.7 million. Termination dates for these individuals range from August 9, 2019 to September 30, 2019. These employees had to provide services related to the transition of services and activities in connection with the relocation and be an employee of Lineage as of their date of termination in order to receive separation benefits. Lineage recorded the aggregate liability ratably over their respective service periods from June through the above termination dates, in accordance with ASC 420. As of September 30, 2019, a total of $0.2 million of separation payments had been made, and the remaining $0.5 million was accrued for payments expected to be made in the fourth quarter of 2019. |
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- Definition The entire disclosure for accounts payable and accrued liabilities at the end of the reporting period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Related Party Transactions |
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| Related Party Transactions |
10. Related Party Transactions
Shared Facilities and Service Agreements with Affiliates
The receivables from affiliates shown on the condensed consolidated balance sheet as of December 31, 2018, primarily represent amounts owed to Lineage by OncoCyte and AgeX under separate Shared Facilities and Service Agreements (each a “Shared Facilities Agreement”), with amounts owed by OncoCyte comprising most of that amount. These outstanding amounts were paid in full in the first quarter of 2019. Under the terms of the Shared Facilities Agreements, Lineage allowed OncoCyte and AgeX to use Lineage’s premises and equipment located at Lineage’s headquarters in Alameda, California for the purpose of conducting business. Lineage also provided accounting, billing, bookkeeping, payroll, treasury, payment of accounts payable, and other similar administrative services to OncoCyte and AgeX. The Shared Facilities Agreements also allowed Lineage to provide the services of attorneys, accountants, and other professionals who may provide professional services to Lineage. Lineage also provided OncoCyte and AgeX with the services of laboratory and research personnel, including Lineage employees and contractors, for the performance of research and development work for OncoCyte and AgeX at the premises. Shared services with AgeX were terminated on July 31, 2019 with respect to the use of Lineage’s office and laboratory facilities and September 30, 2019 with respect to all other remaining shared services. Shared services with OncoCyte were terminated on September 30, 2019, except for the use of Lineage’s office and laboratory facilities, which remains in place.
Lineage charged AgeX a “Use Fee” for services provided and for use of Lineage facilities, equipment, and supplies. For each billing period, Lineage prorated and allocated to OncoCyte and AgeX costs incurred, including costs for services of Lineage employees and use of equipment, insurance, leased space, professional services, software licenses, supplies and utilities. The allocation of costs depended on key cost drivers, including actual documented use, square footage of facilities used, time spent, costs incurred by Lineage for OncoCyte and AgeX, or upon proportionate usage by Lineage, OncoCyte and AgeX, as reasonably estimated by Lineage. Lineage, at its discretion, had the right to charge OncoCyte and AgeX a 5% markup on such allocated costs. The allocated cost of Lineage employees and contractors who provided services was based upon the number of hours or estimated percentage of efforts of such personnel devoted to the performance of services.
The Use Fee was determined and invoiced to OncoCyte and AgeX on a regular basis, generally monthly or quarterly. Each invoice was payable in full within 30 days after receipt. Any invoice, or portion thereof, not paid in full when due bore interest at the rate of 15% per annum until paid, unless the failure to make a payment was due to any inaction or delay in making a payment by Lineage. Through September 30, 2019, Lineage did not charge OncoCyte or AgeX any interest.
In addition to the Use Fee, OncoCyte and AgeX reimbursed Lineage for any out of pocket costs incurred by Lineage for the purchase of office supplies, laboratory supplies, and other goods and materials and services for the account or use of OncoCyte or AgeX. Lineage was not obligated to purchase or acquire any office supplies or other goods and materials or any services for OncoCyte or AgeX, and if any such supplies, goods, materials or services were obtained, Lineage could arrange for the suppliers to invoice OncoCyte or AgeX directly.
In the aggregate, Lineage charged Use Fees to OncoCyte and AgeX as follows (in thousands):
The Use Fees charged to OncoCyte and AgeX shown above are not reflected in revenues, but instead Lineage’s general and administrative expenses and research and development expenses are shown net of those charges in the condensed consolidated statements of operations.
Lineage accounts for receivables from affiliates, net of payables to affiliates, if any, for similar shared services and other transactions Lineage’s consolidated subsidiaries may enter into with nonconsolidated affiliates. Lineage and the affiliates record those receivables and payables on a net basis since Lineage and the affiliates intend to exercise a right of offset of the receivable and the payable and to settle the balances net by having the party that owes the other party pay the net balance owed.
Transactions with Ascendance Biotechnology, Inc.
On March 21, 2018, AgeX and Ascendance Biotechnology, Inc. (“Ascendance”), an equity method investee of AgeX and former equity method investee of Lineage, entered into an Asset Purchase Agreement (the “Asset Agreement”) in which AgeX purchased for $800,000 in cash certain assets consisting primarily of in-process research and development assets related to stem cell derived cardiomyocytes (heart muscle cells) to be developed by AgeX. The transaction was considered an asset acquisition rather than a business combination in accordance with ASC 805. Accordingly, the $800,000 purchase price was expensed on the acquisition date as acquired in-process research and development as those assets have no alternative future use. Also, on March 21, 2018, Lineage received $0.2 million from Ascendance as settlement of its accounts receivable from Ascendance.
Disposition of ownership interest in Ascendance
On March 23, 2018, Ascendance was acquired by a third party in a merger through which AgeX received approximately $3.2 million in cash for its shares of Ascendance common stock. AgeX recognized a $3.2 million gain on the sale of its equity method investment in Ascendance, which is included in other income and expenses, net, for the nine months ended September 30, 2018.
Other related party transactions
In February 2018, Alfred D. Kingsley, the Chairman of our board of directors and a former officer and director of AgeX, purchased AgeX stock purchase warrants entitling him to purchase 248,600 shares of AgeX common stock at an exercise price of $2.50 per share. AgeX received $124,300, or $0.50 per warrant, from Mr. Kingsley. The warrants were sold to Mr. Kingsley on the same terms as other warrants were sold by AgeX to other unaffiliated investors.
Lineage currently pays $5,050 per month for the use of approximately 900 square feet of office space in New York City, which is made available to Lineage on a month-by-month basis by one of its directors at an amount that approximates his cost (see Note 15).
In April 2019, Lineage issued 251,835 common shares of Lineage to Broadwood Partners, L.P., an Asterias and Lineage shareholder, in exchange for the settlement of Asterias Warrants in connection with the Asterias Merger (see Note 3).
In connection with the putative shareholder class action lawsuit filed in February 2019 challenging the Asterias Merger (see Note 15), Lineage has agreed to pay for the legal defense of Neal Bradsher, director, and Broadwood Partners, L.P., a shareholder of Lineage, and Broadwood Capital, Inc., which manages Broadwood Partners, L.P., all of which were named in the lawsuit. Through September 30, 2019, Lineage has incurred a total of $170,000 in legal expenses on behalf of the director, shareholder and the manager of the shareholder.
As part of financing transactions, Broadwood Partners, L.P. purchased 1,000,000 shares and 2,000,000 shares of OncoCyte common stock from Lineage in July 2019 and September 2019, respectively. |
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Shareholders' Equity |
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| Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shareholders' Equity |
11. Shareholders’ Equity
Preferred Shares
Lineage is authorized to issue 2,000,000 preferred shares. The preferred shares may be issued in one or more series as our board of directors may determine by resolution. Our board of directors is authorized to fix the number of shares of any series of preferred shares and to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed on the preferred shares as a class, or upon any wholly unissued series of any preferred shares. Our board of directors may, by resolution, increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series of preferred shares subsequent to the issue of shares of that series. There are no preferred shares issued and outstanding.
Common Shares
At September 30, 2019, Lineage was authorized to issue 250,000,000 common shares, no par value. As of September 30, 2019, and December 31, 2018, Lineage had 149,790,387 and 127,135,774 issued and outstanding common shares, respectively.
In April 2017, Lineage entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., as sales agent (“Cantor Fitzgerald”), pursuant to which Lineage may offer and sell, from time to time, through Cantor Fitzgerald, common shares of Lineage having an aggregate offering price of up to $25,000,000. Lineage is not obligated to sell any shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, Cantor Fitzgerald will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of the NYSE American, to sell the shares from time to time based upon Lineage’s instructions, including any price, time or size limits specified by Lineage. Under the Sales Agreement, Cantor Fitzgerald may sell the shares by any method deemed to be an “at-the-market” offering as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or by any other method permitted by law, including in privately negotiated transactions. Cantor Fitzgerald’s obligations to sell the shares under the Sales Agreement are subject to satisfaction of certain conditions, including the continued effectiveness of Lineage’s Registration Statement on Form S-3, which became effective on May 5, 2017. As of September 30, 2019, $24.1 million remained available for sale through the Sales Agreement.
Lineage agreed to pay Cantor Fitzgerald a commission of 3.0% of the aggregate gross proceeds from each sale of shares, reimburse legal fees and disbursements and provide Cantor Fitzgerald with customary indemnification and contribution rights. The Sales Agreement may be terminated by Cantor Fitzgerald or Lineage at any time upon notice to the other party, or by Cantor Fitzgerald at any time in certain circumstances, including the occurrence of a material and adverse change in Lineage’s business or financial condition that makes it impractical or inadvisable to market the shares or to enforce contracts for the sale of the shares.
Reconciliation of Changes in Shareholders’ Equity
The following table documents the changes in shareholders’ equity for the three and nine months ended September 30, 2019 (unaudited and in thousands):
The following table documents the changes in shareholders’ equity for the three and nine months ended September 30, 2018 (unaudited and in thousands):
Warrants
Lineage (previously Asterias) Warrants - Liability Classified
In March 2019, in connection with the closing of the Asterias Merger, Lineage assumed outstanding Asterias Warrants. As of September 30, 2019, the total number of common shares of Lineage subject to warrants that were assumed by Lineage in connection with the Asterias Merger was 1,089,900, which were converted to Lineage Warrants 30 days after the closing of the Asterias Merger, with similar terms and conditions retained under the Lineage Warrants as per the original Warrant Agreements. The Lineage Warrants have an exercise price of $6.15 per warrant share and expire on May 13, 2021. Lineage is accounting for the outstanding Lineage Warrants as a liability at fair value, with subsequent changes to the fair value of the Lineage Warrants at each reporting period thereafter included in the consolidated statement of operations (see Note 3).
For the three and nine months ended months ended September 30, 2019, Lineage recorded an unrealized gain of $38,000 and $245,000, respectively, due to the decline in the fair value of the Lineage Warrants from the Asterias Merger date through September 30, 2019. As of September 30, 2019, the fair value of the Lineage Warrants was $251,000 included in long-term liabilities on the condensed consolidated balance sheets.
Cell Cure Warrants - Liability Classified
Cell Cure has two sets of issued warrants. Warrants to purchase 24,566 Cell Cure ordinary shares at an exercise price of $40.5359 were issued to HBL in July 2017. These warrants expire in July 2022. Warrants to purchase 13,738 Cell Cure ordinary shares at exercise prices ranging from $32.02 to $40.00 per share have been issued to consultants. These warrants expire in October 2020 and January 2024.
ASC 815 requires freestanding financial instruments, such as warrants, with exercise prices denominated in currencies other than the functional currency of the issuer to be accounted for as liabilities at fair value, with all subsequent changes in fair value after the issuance date to be recorded as gains or losses in the consolidated statements of operations.
As of September 30, 2019 and December 31, 2018, the total value of all warrants issued by Cell Cure was $0.3 million and $0.4 million, respectively. Such warrants are classified as long-term liabilities on the condensed consolidated balance sheets. |
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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Stock-Based Awards |
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| Stock-Based Awards |
12. Stock-Based Awards
Equity Incentive Plan Awards
Effective November 8, 2019, Lineage adopted an amendment changing the name of the BioTime, Inc. 2012 Equity Incentive 2012 Plan to the Lineage Cell Therapeutics, Inc. 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 provides for the grant of stock options, restricted stock, restricted stock units and stock appreciation rights. As of September 30, 2019, a maximum of 24,000,000 common shares were available for grant under the 2012 Plan.
A summary of Lineage’s 2012 Plan activity and other stock option awards granted outside of the 2012 Plan related information is as follows (in thousands, except per share amounts):
At the effective time of the Asterias Merger, Lineage assumed sponsorship of the Asterias 2013 Equity Incentive Plan (the “Asterias Equity Plan”), with references to Asterias and Asterias common stock therein to be deemed references to Lineage and Lineage common shares. There were 7,309,184 shares available under the Asterias Equity Plan immediately before the closing of the Asterias Merger, which became 5,189,520 shares immediately following the Asterias Merger. The shares available under the Asterias Equity Plan will be for awards granted to those former Asterias employees who continued as Lineage employees upon consummation of the Asterias Merger. A summary of activity under the Asterias Equity Plan from the closing date of the Asterias Merger through September 30, 2019 is as follows (in thousands, except per share amounts):
Stock-based compensation expense
The fair value of each option award is estimated on the date of grant using a Black-Scholes option pricing model applying the weighted-average assumptions noted in the following table:
Operating expenses include stock-based compensation expense as follows (in thousands):
The expense related to 84,940 shares of Asterias restricted stock unit awards that immediately vested on the closing of the Asterias Merger and converted into the right to receive common shares of Lineage based on the Merger Exchange Ratio, resulting in 60,304 common shares of Lineage issued on March 8, 2019, was included in stock-based compensation expense for the nine months ended September 30, 2019. The expense was not included as part of the purchase price of the Asterias Merger because these awards were principally attributable to post-combination services. |
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- Definition The entire disclosure for share-based payment arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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Income Taxes |
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Sep. 30, 2019 | |
| Income Tax Disclosure [Abstract] | |
| Income Taxes |
13. Income Taxes
The provision for income taxes for interim periods is generally determined using an estimated annual effective tax rate as prescribed by ASC 740-270, Income Taxes, Interim Reporting. The effective tax rate may be subject to fluctuations during the year as new information is obtained, which may affect the assumptions used to estimate the annual effective tax rate, including factors such as valuation allowances and changes in valuation allowances against deferred tax assets, the recognition or de-recognition of tax benefits related to uncertain tax positions, if any, and changes in or the interpretation of tax laws in jurisdictions where Lineage conducts business. ASC 740-270 also states that if an entity is unable to reliably estimate some or a part of its ordinary income or loss, the income tax provision or benefit applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.
For items that Lineage cannot reliably estimate on an annual basis (principally unrealized gains or losses generated by changes in the market prices of the OncoCyte, and AgeX shares of common stock Lineage holds, and prior to March 8, 2019, Asterias shares Lineage held), Lineage uses the actual year to date effective tax rate rather than an estimated annual effective tax rate to determine the tax effect of each item, including the use of all available net operating losses and other credits or deferred tax assets.
Although the OncoCyte Deconsolidation was not a taxable transaction to Lineage and did not create a current income tax payment obligation to Lineage, the market value of the shares of OncoCyte common stock Lineage holds creates a deferred tax liability to Lineage based on the closing prices of the shares, less Lineage’s tax basis in the shares. The deferred tax liability generated by the OncoCyte shares that Lineage holds as of September 30, 2019, is a source of future taxable income to Lineage, as prescribed by ASC 740-10-30-17, that will more likely than not result in the realization of its deferred tax assets to the extent of the deferred tax liability. This deferred tax liability is determined based on the closing prices of the OncoCyte shares as of September 30, 2019. Due to the inherent unpredictability of future prices of those shares, Lineage cannot reliably estimate or project those deferred tax liabilities on an annual basis. Therefore, the deferred tax liability pertaining to OncoCyte shares, determined based on the actual closing prices on the last stock market trading day of the applicable accounting period, and the related impacts to the valuation allowance and deferred tax asset changes, are recorded in the accounting period in which they occur.
Prior to the Asterias Merger discussed in Note 3, the Asterias shares of common stock Lineage held generated similar deferred tax liabilities to Lineage as the OncoCyte shares discussed above. As of the Asterias Merger date and due to Asterias becoming a wholly owned subsidiary of Lineage, the Asterias deferred tax liabilities were eliminated with a corresponding adjustment to Lineage’s valuation allowance, resulting in no tax provision or benefit from this adjustment.
On March 23, 2018, Ascendance was acquired by a third party in a merger through which AgeX received approximately $3.2 million in cash for its shares of Ascendance common stock. For financial reporting purposes, AgeX recognized a $3.2 million gain as a sale of its equity method investment in Ascendance. The sale was a taxable transaction to AgeX generating a taxable gain of approximately $2.2 million. Lineage had sufficient losses from operations to offset the entire gain resulting in no income taxes due.
The income tax consequences of the AgeX Deconsolidation are discussed below.
The Juvenescence Transaction discussed in Note 5 was a taxable event for Lineage that resulted in a gross taxable gain of approximately $29.4 million, which Lineage fully offset with available net operating losses (“NOL”) and NOL carryforwards, resulting in no net income taxes due. Although the AgeX Deconsolidation on August 30, 2018 was not a taxable transaction to Lineage and did not result in a current tax payment obligation, the unrealized financial reporting gain (see Note 6) on the AgeX Deconsolidation generated a deferred tax liability in accordance with ASC 740, primarily representing Lineage’s difference between book and tax basis of AgeX common stock on the AgeX Deconsolidation date. This deferred tax liability was fully offset by a corresponding release of Lineage’s valuation allowance on deferred tax assets, resulting in no income tax provision or benefit from the AgeX Deconsolidation. The deferred tax liabilities on Lineage’s investments in OncoCyte, Asterias and AgeX are considered to be sources of taxable income as prescribed by ASC 740-10-30-17 that will more likely than not result in the realization of its deferred tax assets to the extent of those deferred tax liabilities, thereby reducing the need for a valuation allowance.
The distribution of AgeX shares of common stock to Lineage shareholders (see Note 6) on November 28, 2018 was a taxable event for Lineage that resulted in a gross taxable gain of approximately $26.4 million, which was fully offset by NOL carryforwards, resulting in no income taxes due.
In connection with the Asterias Merger, a deferred tax liability of $13.0 million was recorded as part of the acquisition accounting (see Note 3). The deferred tax liability (“DTL”) is related to fair value adjustments for the assets and liabilities acquired in the Asterias Merger, principally consisting of IPR&D. This estimate of deferred taxes was determined based on the excess of the estimated fair values of the acquired assets and liabilities over the tax basis of the assets and liabilities acquired. The statutory tax rate was applied, as appropriate, to the adjustment based on the jurisdiction in which the adjustment is expected to occur. This estimate of deferred income tax liabilities is preliminary and is subject to change based upon Lineage’s final determination of the fair value of assets acquired and liabilities assumed. Because the IPR&D (prior to completion or abandonment of the R&D) is considered an indefinite-lived asset for accounting purposes, the fair value of the IPR&D on the acquisition date creates a deferred income tax liability in accordance with ASC 740. This DTL is computed using the fair value of the IPR&D assets on the acquisition date multiplied by Lineage’s respective federal and state income tax rates. While this DTL would reverse on impairment or sale or commencement of amortization of the related intangible assets, those events are not anticipated under ASC 740 for purposes of predicting reversal of a temporary difference to support the realization of deferred tax assets, except for certain deferred tax assets and credit carryforwards that are also indefinite in nature as of the Asterias Merger date, which may be considered for reversal under ASC 740 as further discussed below.
A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. For federal and state income tax purposes, as a result of the deconsolidation of AgeX, Asterias and OncoCyte and the deferred tax liabilities generated from the market values of AgeX, Asterias and OncoCyte shares from the respective deconsolidation dates, including the changes to those deferred tax liabilities due to changes in the AgeX, Asterias and OncoCyte stock prices, Lineage’s deferred tax assets exceeded its deferred tax liabilities as of December 31, 2018. As a result, Lineage established a full valuation allowance as of December 31, 2018 due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets.
For the three and nine months ended September 30, 2019, Lineage reversed a portion of its valuation allowance. The partial reversal of the historical valuation allowance is related to Lineage’s deferred tax assets and credit carryforwards and is due to the acquired taxable temporary differences, primarily consisting of the acquired IPR&D discussed above and in Notes 3 and 8. ASC 740 allows for deferred tax assets and credit carryforwards, that are both available and indefinite in nature, to be used against similar deferred tax liabilities as a source of income to support the realization of those deferred tax assets and credit carryforwards. Any benefit recognized from such a reversal of the valuation allowance is recorded outside of the acquisition accounting. Accordingly, the $1.0 million and $6.6 million valuation allowance release and the corresponding tax benefits were primarily related to state research and development credits, including current year federal net operating losses generated for the three and nine months ended September 30, 2019, respectively, both of which are available and indefinite in nature.
Lineage did not record any provision or benefit for income taxes for the three and nine months ended September 30, 2018 as Lineage had a full valuation allowance for the periods presented. |
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- Definition The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Supplemental Cash Flow Information |
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| Supplemental Cash Flow Information |
14. Supplemental Cash Flow Information
Non-cash investing and financing transactions presented separately from the condensed consolidated statements of cash flows for the nine months ended September 30, 2019 and 2018 are as follows (in thousands):
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- Definition The entire disclosure for supplemental cash flow activities, including cash, noncash, and part noncash transactions, for the period. Noncash is defined as information about all investing and financing activities of an enterprise during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Commitments and Contingencies |
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| Commitments and Contingencies |
15. Commitments and Contingencies
Alameda Lease
In December 2015, Lineage entered into a lease for approximately 30,795 square feet of rentable space in two buildings located in an office park in Alameda, California (the “Alameda Lease”). The term of the Alameda Lease commenced effective February 1, 2016 and expires on January 31, 2023, unless Lineage exercises its option to renew the lease for an additional five years.
Base rent under the Alameda Lease beginning on February 1, 2019 is $70,521 per month and will increase by approximately 3% annually on every February 1 thereafter during the lease term.
Prior to the adoption of ASC 842 on January 1, 2019 (see Note 2), the lease payments allocated to the lease liability for leasehold improvements reimbursed by the landlord were amortized as debt service on that liability using the effective interest method over the lease term.
See Note 2 for discussion of the impact of adoption of ASC 842 on January 1, 2019, and below for the ROU assets and liabilities recorded in connection with the adoption of ASC 842 as of, and during the nine months ended September 30, 2019 for the Alameda Lease.
In addition to base rent, Lineage will pay a pro rata portion of increases in certain expenses, including real property taxes, utilities (to the extent not separately metered to the leased space) and the landlord’s operating expenses, over the amounts of those expenses incurred by the landlord. As security for the performance of its obligations under the Alameda Lease, Lineage provided the landlord with a security deposit of approximately $424,000, which was reduced to $78,000 on January 24, 2019 in accordance with the terms of the lease. The security deposit amount is considered restricted cash and $78,000 is included in deposits and other long-term assets as of September 30, 2019 (see Note 2).
Carlsbad Lease
In May 2019, Lineage entered into a lease for approximately 8,841 square feet of rentable space in an office park in Carlsbad, California (the “Carlsbad Lease”). The term of the Carlsbad Lease commenced on August 1, 2019 and expires on October 31, 2022.
Base rent under the Carlsbad Lease beginning on August 1, 2019 is $17,850 per month and will increase by 3% annually on every August 1 thereafter during the lease term. Base rent for the first twenty-four months of the lease is based upon a deemed rentable area of 7,000 square feet. Base rent is abated for months two through five of the lease.
In addition to base rent, Lineage will pay a pro rata portion of increases in certain expenses, including real property taxes, utilities (to the extent not separately metered to the leased space) and the landlord’s operating expenses, over the amounts of those expenses incurred by the landlord. As security for the performance of its obligations under the Carlsbad Lease, Lineage provided the landlord with a security deposit of approximately $17,850.
New York Leased Office Space
Lineage currently pays $5,050 per month for the use of approximately 900 square feet of office space in New York City, which is made available to Lineage for use in conducting meetings and other business affairs, on a month-by-month basis, by one of its directors at an amount that approximates his cost. This lease was not in the scope of ASC 842 because it is a month to month lease (see Note 2).
Cell Cure Lease
Cell Cure leases 728.5 square meters (approximately 7,842 square feet) of office and laboratory space in Jerusalem, Israel under a lease that expires December 31, 2020, with two options to extend the lease for 5 years each. Base monthly rent is NIS 37,882 (approximately US $11,000 per month using the December 31, 2018 exchange rate). In addition to base rent, Cell Cure pays a pro rata share of real property taxes and certain costs related to the operation and maintenance of the building in which the leased premises are located.
On January 28, 2018, Cell Cure entered into another lease agreement for an additional 934 square meters (approximately 10,054 square feet) of office space in the same facility in Jerusalem, Israel under a lease that expires on December 31, 2025, with two options to extend the lease for 5 years each (the “January 2018 Lease”). The January 2018 Lease commenced on April 1, 2018 and included a leasehold improvement construction allowance of up to NIS 4,000,000 (approximately up to $1.1 million using the December 31, 2018 exchange rate) from the landlord. The leasehold improvements were completed in December 2018 and the entire allowance was used. Beginning on January 1, 2019, combined base rent and construction allowance payments for the January 2018 Lease are NIS 93,827 per month (approximately $26,000 per month).
Prior to the adoption of ASC 842 on January 1, 2019, Cell Cure was considered the owner of the tenant improvements under construction under ASC 840-40-55 as Cell Cure, among other things, had the primary obligation to pay for construction costs and Cell Cure retains exclusive use of the leased facilities for its office, research and cGMP manufacturing facility requirements after construction was completed (“build to suit” lease). In accordance with the ASC 840 guidance, amounts expended by Cell Cure for construction was reported as construction in progress, and the proceeds received from the landlord, if any, are reported as a lease liability. As of December 31, 2018, approximately $1.1 million under the January 2018 Lease was incurred and recorded as leasehold improvement construction in progress (see Note 7), with a corresponding amount included in long term lease liability representing the full amount utilized from the landlord’s leasehold improvement construction allowance. By March 2019, the landlord paid the complete leasehold improvement construction allowance and the property was placed in service.
See Note 2 for discussion of the impact of adoption of ASC 842 on January 1, 2019, and below for the ROU assets and liabilities recorded in connection with the adoption of ASC 842 as of, and during the nine months ended September 30, 2019 for the Cell Cure and January 2018 Leases above (the “Cell Cure Leases”).
In December 2018, Cell Cure made a $388,000 deposit required under the January 2018 Lease, which amount is included in deposits and other long-term assets on the consolidated balance sheet as of December 31, 2018, to be held as restricted cash during the term of the January 2018 Lease.
Adoption of ASC 842
The below tables provide the amounts recorded in connection with the adoption of ASC 842 as of, and during the nine months ended September 30, 2019, for Lineage’s operating and financing leases, as applicable.
Supplemental cash flow information related to leases was as follows (in thousands):
Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount rate):
Future minimum lease commitments are as follows (in thousands):
Research and Option Agreement
On January 5, 2019, Lineage and Orbit Biomedical Limited (“Orbit”) entered into a Research and Option Agreement (the “Orbit Agreement”) for an exclusive partnership to assess Orbit’s vitrectomy-free subretinal injection device as a means of delivering OpRegen in Lineage’s ongoing Phase I/IIa clinical trial. The term of the Orbit Agreement is for one year unless certain research activities and related data specified in the Orbit Agreement is obtained sooner. The access fees payable by Lineage to Orbit for its technology and the injection device are $2.5 million in the aggregate, of which $1.25 million was paid in January 2019 upon execution of the Orbit Agreement and the remaining $1.25 million payment which was due on the earlier of (i) six months from the Orbit Agreement date or, (ii) upon completion of certain collaborative research activities using the Orbit technology for the OpRegen Phase I/IIa clinical trial, as specified in the Orbit Agreement. In addition to the access fees, Lineage reimburses Orbit for costs of consumables, training services, travel costs and other out of pocket expenses incurred by Orbit for performing services under the Orbit Agreement. Lineage has exclusive rights to the Orbit technology and its injection device for the treatment of dry-AMD during the term of the Orbit Agreement and may extend the term for an additional three months by paying Orbit a cash fee of $500,000. In July 2019, Lineage completed the collaborative research activities referred to above and the second $1.25 million payment was made in August 2019. For the three and nine months ended September 30, 2019, Lineage amortized $0.6 million and $1.9 million of the Orbit fees included in research and development expenses.
Litigation
Lineage is subject to various claims and contingencies in the ordinary course of its business, including those related to litigation, business transactions, employee-related matters, and others. When Lineage is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, Lineage will record a liability for the loss. If the loss is not probable or the amount of the loss cannot be reasonably estimated, Lineage will disclose the claim if the likelihood of a potential loss is reasonably possible and the amount involved could be material. Lineage is not aware of any claims likely to have a material adverse effect on its financial condition or results of operations.
On February 19, 2019, a putative shareholder class action lawsuit was filed (captioned Lampe v. Asterias Biotherapeutics, Inc. et al., Case No. RG19007391) in the Superior Court of the State of California, County of Alameda challenging the Asterias Merger. On March 1, 2019, Asterias made certain amendments and supplements to its public disclosures regarding the Asterias Merger (the “Supplemental Disclosures”). On May 3, 2019, an amended class action complaint (the “Amended Complaint”) was filed. The Amended Complaint named Lineage, Patrick Merger Sub, Inc., the Asterias board of directors, one member of Lineage’s board of directors, and certain stockholders of both Lineage and Asterias. The action was brought by two purported stockholders of Asterias, on behalf of a putative class of Asterias stockholders, and asserted breach of fiduciary duty and aiding and abetting claims under Delaware law. The Amended Complaint alleged, among other things, that the process leading up to the Asterias Merger was conflicted and inadequate, and that the proxy statement filed by Asterias with the Commission omitted certain material information, which allegedly rendered the information disclosed materially misleading. The Amended Complaint sought, among other things, that a class be certified, the recovery of monetary damages, and attorneys’ fees and costs.
On June 3, 2019, defendants filed demurrers to the Amended Complaint. On August 13, 2019, the parties submitted a stipulation to the court seeking dismissal of the action with prejudice as to the named Plaintiffs and without prejudice as to the unnamed putative class members, and disclosing to the court the parties’ agreement to resolve, for $200,000, Plaintiffs’ claim for an award of attorneys’ fees and expenses in connection with the purported benefit conferred on Asterias stockholders by the Supplemental Disclosures. The court granted the stipulation and dismissed the action August 14, 2019. Lineage continues to believe that the claims and allegations in the action lack merit, but believed that it was in Lineage’s shareholders’ best interest for the action to be dismissed and to resolve the fee claim in a timely manner without additional costly litigation expenses.
On October 14, 2019, another putative class action lawsuit was filed challenging the Asterias Merger. This action (captioned Ross v. Lineage Cell Therapeutics, Inc., et al., C.A. No. 2019-0822) was filed in Delaware Chancery Court and names Lineage, the Asterias board of directors, one member of Lineage’s board of directors, and certain stockholders of both Lineage and Asterias as defendants. The action was brought by a purported stockholder of Asterias, on behalf of a putative class of Asterias stockholders, and asserts breach of fiduciary duty and aiding and abetting claims under Delaware law. The complaint alleges, among other things, that the process leading up to the Asterias Merger was conflicted, that the Asterias Merger consideration was inadequate, and that the proxy statement filed by Asterias with the Commission omitted certain material information, which allegedly rendered the information disclosed materially misleading. The complaint seeks, among other things, that a class be certified, the recovery of monetary damages, and attorneys’ fees and costs.
Lineage believes the allegations in the action lack merit and intends to vigorously defend the claims asserted. It is impossible at this time to assess whether the outcome of this proceeding will have a material adverse effect on Lineage’s consolidated results of operations, cash flows or financial position. Therefore, in accordance with ASC 450, Contingencies, Lineage has not recorded any accrual for a contingent liability associated with this legal proceeding based on its belief that a liability, while possible, is not probable nor estimable, and any range of potential contingent liability amounts cannot be reasonably estimated at this time. Lineage records legal expenses as incurred.
Employment contracts
Lineage has entered into employment agreements with certain executive officers. Under the provisions of the agreements, Lineage may be required to incur severance obligations for matters relating to changes in control, as defined in the agreements, and involuntary terminations.
Indemnification
In the normal course of business, Lineage may provide indemnifications of varying scope under Lineage’s agreements with other companies or consultants, typically Lineage’s clinical research organizations, investigators, clinical sites, suppliers and others. Pursuant to these agreements, Lineage will generally agree to indemnify, hold harmless, and reimburse the indemnified parties for losses and expenses suffered or incurred by the indemnified parties arising from claims of third parties in connection with the use or testing of Lineage’s products and services. Indemnification provisions could also cover third party infringement claims with respect to patent rights, copyrights, or other intellectual property pertaining to Lineage products and services. The term of these indemnification agreements will generally continue in effect after the termination or expiration of the particular research, development, services, or license agreement to which they relate. The potential future payments Lineage could be required to make under these indemnification agreements will generally not be subject to any specified maximum amount. Historically, Lineage has not been subject to any claims or demands for indemnification. Lineage also maintains various liability insurance policies that provide Lineage with insurance against claims or demands for indemnification in specified circumstances. As a result, Lineage believes the fair value of these indemnification agreements is minimal. Accordingly, Lineage has not recorded any liabilities for these agreements as of September 30, 2019 and December 31, 2018.
Royalty obligations and license fees
Lineage and its subsidiaries or affiliates are parties to certain licensing agreements with research institutions, universities and other parties for the rights to use those licenses and other intellectual property in conducting research and development activities. These licensing agreements provide for the payment of royalties by Lineage or the applicable party to the agreement on future product sales, if any. In addition, in order to maintain these licenses and other rights during the product development, Lineage or the applicable party to the contract must comply with various conditions including the payment of patent related costs and annual minimum maintenance fees. Annual minimum maintenance fees are approximately $135,000 to $150,000 per year. The research and development risk for these products is significant. License fees and related expenses under these agreements were immaterial for the periods presented in the condensed consolidated interim financial statements provided herein.
Grants
Under the terms of the grant agreement between Cell Cure and Israel Innovation Authority (“IIA”) (formerly the Office of the Chief Scientist of Israel) of the Ministry of Economy and Industry, for the development of OpRegen, Cell Cure will be required to pay royalties on future product sales, if any, up to the amounts received from the IIA, plus interest indexed to LIBOR. Cell Cure’s research and product development activities under the grant are subject to substantial risks and uncertainties and performed on a best efforts basis. As a result, Cell Cure is not required to make any payments under the grant agreement unless it successfully commercializes OpRegen. Accordingly, pursuant to ASC 730-20, the grant is considered a contract to perform research and development services for others and grant revenue is recognized as the related research and development expenses are incurred (see Note 2).
Israeli law pertaining to such government grants contain various conditions, including substantial penalties and restrictions on the transfer of intellectual property, or the manufacture, or both, of products developed under the grant outside of Israel, as defined by the IIA. |
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- References No definition available.
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- Definition The entire disclosure for commitments and contingencies. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Subsequent Events |
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| Subsequent Events [Abstract] | |
| Subsequent Events |
16. Subsequent Events
On October 14, 2019, a putative shareholder class action lawsuit was filed (captioned Ross v. Lineage Cell Therapeutics, Inc., et al. C.A. No. 2019-0822) in Delaware Chancery Court. See Note 15.
On November 10, 2019, Lineage sold 400,000 HBL shares for net proceeds of $0.5 million. After the transaction, Lineage holds 495,317 HBL shares. |
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- References No definition available.
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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Policies) |
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| Principles of Consolidation |
Principles of consolidation
Lineage’s condensed consolidated interim financial statements include the accounts of its subsidiaries. The following table reflects Lineage’s ownership, directly or through one or more subsidiaries, of the outstanding shares of its operating subsidiaries as of September 30, 2019.
For the three and nine months ended September 30, 2018, Lineage’s unaudited consolidated results include AgeX’s consolidated results for the period through August 30, 2018. As a result of the AgeX Deconsolidation, beginning on August 30, 2018 (a) AgeX’s consolidated financial statements and consolidated results are no longer a part of Lineage’s condensed consolidated interim financial statements and results, and (b) the fair value of AgeX common stock held by Lineage is now reflected on Lineage’s condensed consolidated balance sheet and the changes in the fair value of those shares during the applicable reporting period are reflected as gains or losses in Lineage’s condensed consolidated statements of operations included in other income and expenses, net.
All material intercompany accounts and transactions have been eliminated in consolidation. As of September 30, 2019, Lineage consolidated its direct and indirect wholly owned or majority-owned subsidiaries because Lineage has the ability to control their operating and financial decisions and policies through its ownership, and the noncontrolling interest is reflected as a separate element of shareholders’ equity on Lineage’s consolidated balance sheets. |
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| Liquidity |
Liquidity
Since inception, Lineage has incurred significant operating losses and has funded its operations primarily through the issuance of equity securities, sale of common stock of AgeX, a former subsidiary, receipt of research grants, royalties from product sales, license revenues and sales of research products. Additionally, Lineage raised $10.7 million in sales of a portion of its OncoCyte holdings, $1.6 million in sales of a portion of its AgeX holdings and $1.2 million in sales of a portion of its Hadasit Bio-Holdings Ltd. (“HBL”) holdings in the third quarter of 2019. At September 30, 2019, Lineage had an accumulated deficit of approximately $268.9 million, working capital of $55.4 million and shareholders’ equity of $115.5 million. Lineage has evaluated its projected cash flows and believes that its $35.7 million of cash, cash equivalents and marketable equity securities, including its positions in OncoCyte, AgeX and HBL, at September 30, 2019, provide sufficient cash, cash equivalents, and liquidity to carry out Lineage’s current planned operations through at least twelve months from the issuance date of the consolidated financial statements included herein. If Lineage needs near term working capital or liquidity to supplement its cash and cash equivalents for its operations, Lineage may sell some, or all, of its marketable equity securities, as necessary.
If the promissory note issued by Juvenescence in favor of Lineage discussed in Note 5 is converted into equity securities of Juvenescence prior to its maturity date, the Juvenescence equity securities may be marketable securities that Lineage may use to supplement its liquidity, as needed. If such promissory note is not converted, it is payable in cash, plus accrued interest, at maturity on August 30, 2020.
On March 8, 2019, with the consummation of the Asterias Merger, Asterias became Lineage’s wholly owned subsidiary. Lineage began consolidating Asterias’ operations and results with its operations and results beginning on March 8, 2019 (see Note 3). As Lineage integrates Asterias’ operations into its own, Lineage has made extensive reductions in headcount and reduced non-clinical related spend, in each case, as compared to Asterias’ operations before the Asterias Merger.
Lineage’s projected cash flows are subject to various risks and uncertainties, and the unavailability or inadequacy of financing to meet future capital needs could force Lineage to modify, curtail, delay, or suspend some or all aspects of its planned operations. Lineage’s determination as to when it will seek new financing and the amount of financing that it will need will be based on Lineage’s evaluation of the progress it makes in its research and development programs, any changes to the scope and focus of those programs, any changes in grant funding for certain of those programs, and projection of future costs, revenues, and rates of expenditure. Lineage may be required to delay, postpone, or cancel clinical trials or limit the number of clinical trial sites, unless it is able to obtain adequate financing. In addition, Lineage has incurred and expects to continue incurring significant costs in connection with the acquisition of Asterias and with integrating its operations. Lineage may incur additional costs to maintain employee morale and to retain key employees. Lineage cannot assure that adequate financing will be available on favorable terms, if at all. Sales of additional equity securities by Lineage or its subsidiaries and affiliates could result in the dilution of the interests of current shareholders. |
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| Business Combinations |
Business Combinations
Lineage accounts for business combinations, such as the Asterias Merger completed in March 2019, in accordance with ASC Topic 805, which requires the purchase price to be measured at fair value. When the purchase consideration consists entirely of shares of Lineage’s common stock, Lineage calculates the purchase price by determining the fair value, as of the acquisition date, of shares issued in connection with the closing of the acquisition. Lineage recognizes estimated fair values of the tangible assets and intangible assets acquired, including in-process research and development (“IPR&D”), and liabilities assumed as of the acquisition date, and records as goodwill any amount of the fair value of the tangible and intangible assets acquired and liabilities assumed in excess of the purchase price. |
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| Marketable Equity Securities |
Marketable Equity Securities
Lineage accounts for the shares it holds in OncoCyte, AgeX and HBL as marketable equity securities in accordance with ASC 320-10-25, Investments – Debt and Equity Securities, as amended by Accounting Standards Update (“ASU”) 2016-01, Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, further discussed below.
The OncoCyte and AgeX shares have readily determinable fair values quoted on the NYSE American under trading symbols “OCX” and “AGE”. The HBL shares have a readily determinable fair value quoted on the Tel Aviv Stock Exchange (“TASE”) under trading symbol “HDST” where share prices are denominated in New Israeli Shekels (NIS). Accordingly, the marketable equity securities are considered level 1 assets as defined by ASC 820. These securities are held principally to meet future working capital needs. These securities are measured at fair value and reported as current assets on the consolidated balance sheets based on the closing trading price of the security as of the date being presented.
Prior to September 11, 2019, Lineage accounted for its OncoCyte shares held at fair value, using the equity method of accounting. On September 11, 2019, Lineage’s ownership percentage decreased from 24% to 16% when it sold 4.0 million shares of OncoCyte common stock. Accordingly, as the ownership percentage is less than 20%, Lineage is no longer considered to exercise significant influence over OncoCyte and is now accounting for its OncoCyte holdings as marketable equity securities.
Prior to the Asterias Merger completed on March 8, 2019 discussed in Note 3, Lineage accounted for its Asterias shares held at fair value, using the equity method of accounting. |
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| Revenue Recognition |
Revenue Recognition
During the first quarter of 2018, Lineage adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) ASU 2014-09, Revenues from Contracts with Customers (Topic 606), which created a single, principle-based revenue recognition model that supersedes and replaces nearly all existing U.S. GAAP revenue recognition guidance. Lineage adopted ASU 2014-09 using the modified retrospective transition method applied to those contracts which were not completed as of the adoption date. Results for reporting periods beginning on January 1, 2018 and thereafter are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with Lineage’s historical revenue recognition accounting under Topic 605.
Lineage recognizes revenue in a manner that depicts the transfer of control of a product or a service to a customer and reflects the amount of the consideration it is entitled to receive in exchange for such product or service. In doing so, Lineage follows a five-step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) the customer obtains control of the product or service. Lineage considers the terms of a contract and all relevant facts and circumstances when applying the revenue recognition standard. Lineage applies the revenue recognition standard, including the use of any practical expedients, consistently to contracts with similar characteristics and in similar circumstances.
Lineage’s largest source of revenue is currently related to government grants. In applying the provisions of ASU 2014-09, Lineage has determined that government grants are out of the scope of ASU 2014-09 because the government entities do not meet the definition of a “customer”, as defined by ASU 2014-09, as there is not considered to be a transfer of control of good or services to the government entities funding the grant. Lineage has, and will continue to, account for grants received to perform research and development services in accordance with ASC 730-20, Research and Development Arrangements, which requires an assessment, at the inception of the grant, of whether the grant is a liability or a contract to perform research and development services for others. If Lineage or a subsidiary receiving the grant is obligated to repay the grant funds to the grantor regardless of the outcome of the research and development activities, then Lineage is required to estimate and recognize that liability. Alternatively, if Lineage or a subsidiary receiving the grant is not required to repay, or if it is required to repay the grant funds only if the research and development activities are successful, then the grant agreement is accounted for as a contract to perform research and development services for others, in which case, grant revenue is recognized when the related research and development expenses are incurred (see Note 15).
Deferred grant revenues represent grant funds received from the governmental funding agencies for which the allowable expenses have not yet been incurred as of the balance sheet date reported. As of September 30, 2019, deferred grant revenue was $182,000. |
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| Basic and Diluted Net Income (Loss) Per Share Attributable to Common Shareholders |
Basic and diluted net income (loss) per share attributable to common shareholders
Basic earnings per share is calculated by dividing net income or loss attributable to Lineage common shareholders by the weighted average number of common shares outstanding, net of unvested restricted stock or restricted stock units, subject to repurchase by Lineage, if any, during the period. Diluted earnings per share is calculated by dividing the net income or loss attributable to Lineage common shareholders by the weighted average number of common shares outstanding, adjusted for the effects of potentially dilutive common shares issuable under outstanding stock options and warrants, using the treasury-stock method, convertible preferred stock, if any, using the if-converted method, and treasury stock held by subsidiaries, if any.
For the three and nine months ended September 30, 2019, and for the nine months ended September 30, 2018, Lineage reported a net loss attributable to common shareholders, and therefore, all potentially dilutive common stock was considered antidilutive for those periods. For the three months ended September 30, 2018, Lineage reported net income attributable to common shareholders, and therefore, performed an analysis of common share equivalents to determine their impact on diluted net income, and determined that none of the common share equivalents were dilutive.
The following weighted average common share equivalents were excluded from the computation of diluted net income (loss) per common share for the periods presented because including them would have been antidilutive (in thousands):
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| Lease Accounting and Impact of Adoption of the New Lease Standard |
Lease accounting and impact of adoption of the new lease standard
On January 1, 2019, Lineage adopted ASU 2016-02, Leases (Topic 842, “ASC 842”) and its subsequent amendments affecting Lineage: (i) ASU 2018-10, Codification Improvements to Topic 842, Leases, and (ii) ASU 2018-11, Leases (Topic 842): Targeted improvements, using the modified retrospective method (see Note 15).
Lineage management determines if an arrangement is a lease at inception. Leases are classified as either financing or operating, with classification affecting the pattern of expense recognition in the consolidated statements of operations. When determining whether a lease is a finance lease or an operating lease, ASC 842 does not specifically define criteria to determine “major part of remaining economic life of the underlying asset” and “substantially all of the fair value of the underlying asset.” For lease classification determination, Lineage continues to use (i) greater to or equal to 75% to determine whether the lease term is a major part of the remaining economic life of the underlying asset and (ii) greater to or equal to 90% to determine whether the present value of the sum of lease payments is substantially all of the fair value of the underlying asset. Under the available practical expedients, Lineage accounts for the lease and non-lease components as a single lease component. Lineage recognizes right-of-use (“ROU”) assets and lease liabilities for leases with terms greater than twelve months in the condensed consolidated balance sheet.
ROU assets represent Lineage’s right to use an underlying asset during the lease term and lease liabilities represent Lineage’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of Lineage’s leases do not provide an implicit rate, Lineage uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lineage uses the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lineage’s lease terms may include options to extend or terminate the lease when it is reasonably certain that Lineage will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Operating leases are included as right-of-use assets in property and equipment (see Note 7), and ROU lease liabilities, current and long-term, in the condensed consolidated balance sheets. Financing leases are included in property and equipment, and in financing lease liabilities, current and long-term, in Lineage’s condensed consolidated balance sheets.
In connection with the adoption on ASC 842 on January 1, 2019, Lineage derecognized net book value of leasehold improvements and corresponding lease liabilities of $1.9 million and $2.0 million, respectively, which was the carrying value of certain operating leases as of December 31, 2018, included in property and equipment and lease liabilities, respectively, recorded pursuant to build to suit lease accounting under the previous ASC 840 lease standard. The derecognition of these amounts from the superseded ASC 840 lease standard was offset by a cumulative effect adjustment of $0.1 million as a reduction of Lineage’s accumulated deficit on January 1, 2019. These build to suit leases were primarily related to the Alameda and the Cell Cure Leases described in Note 15. ASC 842 requires build to suit leases recognized on Lineage’s consolidated balance sheets as of December 31, 2018 to be derecognized upon the adoption of the new lease standard and be recognized in accordance with the new standard on January 1, 2019.
The adoption of ASC 842 had a material impact in Lineage’s consolidated balance sheets, with the most significant impact resulting from the recognition of ROU assets and lease liabilities for operating leases with remaining terms greater than twelve months on the adoption date (see Note 15). Lineage’s accounting for financing leases (previously referred to as “capital leases”) remained substantially unchanged. |
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| Other Recently Adopted Accounting Pronouncements |
Other recently adopted accounting pronouncements
Adoption of ASU 2016-18, Statement of Cash Flows (Topic 230) - On January 1, 2018, Lineage adopted ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents and restricted cash, and that restricted cash be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the condensed consolidated statements of cash flows. The adoption of ASU 2016-18 did not have a material effect on Lineage’s condensed consolidated financial statements. However, prior period restricted cash balances included in prepaid expenses and other current assets, and in deposits and other long-term assets, on the condensed consolidated balance sheets was added to the beginning-of-period and end-of-period total consolidated cash and cash equivalents in the condensed consolidated statements of cash flows to conform to the current presentation shown below.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheet dates that comprise the total of the same such amounts shown in the condensed consolidated statements of cash flows for all periods presented herein and effected by the adoption of ASU 2016-18 (in thousands):
Adoption of ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting - In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for non-employee share-based payment transactions. The new standard expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018 (including interim periods within that fiscal year). Lineage adopted ASU 2018-07 on January 1, 2019. As Lineage does not have a significant number of nonemployee share-based awards, the application of the new standard did not have a material impact on its consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted - The recently issued accounting pronouncements applicable to Lineage that are not yet effective should be read in conjunction with the recently issued accounting pronouncements, as applicable and disclosed in Lineage’s Annual Report on Form 10-K for the year ended December 31, 2018.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which modifies certain disclosure requirements for reporting fair value measurements. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. Lineage will adopt this standard on January 1, 2020 and does not believe adoption of the guidance will have a significant impact on its consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This standard is currently effective for interim and annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted for annual periods beginning after December 15, 2018. In October 2019, the FASB affirmed a proposed ASU deferring the effective date of ASU 2016-13 for all entities except public companies that are not smaller reporting companies to fiscal years beginning after December 15, 2022, including interim periods within those years. This proposed ASU has not been finalized as of the date of this report. When finalized, Lineage plans to adopt ASU 2016-13 effective January 1, 2023. Lineage has not yet completed its assessment of the impact of the new standard on its consolidated financial statements. |
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- Definition Liquidity [Policy Text Block] No definition available.
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- References No definition available.
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- Definition Disclosure of accounting policy for completed business combinations (purchase method, acquisition method or combination of entities under common control). This accounting policy may include a general discussion of the purchase method or acquisition method of accounting (including for example, the treatment accorded contingent consideration, the identification of assets and liabilities, the purchase price allocation process, how the fair values of acquired assets and liabilities are determined) and the entity's specific application thereof. An entity that acquires another entity in a leveraged buyout transaction generally discloses the accounting policy followed by the acquiring entity in determining the basis used to value its interest in the acquired entity, and the rationale for that accounting policy. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for leasing arrangement entered into by lessee. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Disclosure of accounting policy for investment classified as marketable security. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact. No definition available.
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- Definition Disclosure of accounting policy for revenue from contract with customer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Tables) |
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| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Biotime's Ownership of Outstanding Shares of Its Subsidiaries |
The following table reflects Lineage’s ownership, directly or through one or more subsidiaries, of the outstanding shares of its operating subsidiaries as of September 30, 2019.
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| Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share |
The following weighted average common share equivalents were excluded from the computation of diluted net income (loss) per common share for the periods presented because including them would have been antidilutive (in thousands):
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| Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash |
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheet dates that comprise the total of the same such amounts shown in the condensed consolidated statements of cash flows for all periods presented herein and effected by the adoption of ASU 2016-18 (in thousands):
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- References No definition available.
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- Definition The tabular disclosure of the effects of any changes in a parent's ownership interest in a subsidiary on the equity attributable to the parent if the ownership interests in a subsidiary changes during the period. The changes represented by this element did not result in the deconsolidation of the subsidiary. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Tabular disclosure of securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by antidilutive securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Tabular disclosure of cash and cash equivalents restricted as to withdrawal or usage. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Asterias Merger (Tables) |
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| Business Combinations [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Merger Consideration Transferred |
The calculation of the purchase price for the Asterias Merger and the Merger Consideration transferred on March 8, 2019 was as follows (in thousands, except for share and per share amounts):
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| Schedule of Identifiable Tangible and Intangible Assets Acquired and Liabilities Assumed |
The following table sets forth a preliminary allocation of the purchase price to Asterias’ tangible and identifiable intangible assets acquired and liabilities assumed on the closing of the Asterias Merger, with the excess recorded as goodwill (in thousands):
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| Schedule of Valuation of Identifiable Intangible Assets and Their Estimated Useful Lives |
The valuation of identifiable intangible assets and their estimated useful lives are as follows (in thousands, except for useful life):
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- References No definition available.
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- Definition Tabular disclosure of contingent payment arrangements including the terms that will result in payment and the accounting treatment that will be followed if such contingencies occur, including the potential impact on earnings per share if contingencies are to be settled in common stock of the entity. The description also may include the period over which amounts are expected to be paid, and changes in the amount since the previous reporting period. This also includes contingent options and commitments. No definition available.
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- Definition Tabular disclosure of finite-lived intangible assets acquired as part of a business combination or through an asset purchase, by major class and in total, including the value of the asset acquired, any significant residual value (the expected value of the asset at the end of its useful life) and the weighted-average amortization period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Property and Equipment, Net (Tables) |
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| Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Property and Equipment, Net |
At September 30, 2019 and December 31, 2018, property and equipment was comprised of the following (in thousands):
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- References No definition available.
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- Definition Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Goodwill and Intangible Assets, Net (Tables) |
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| Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Goodwill and Intangible Assets, Net |
At September 30, 2019 and December 31, 2018, goodwill and intangible assets, net consisted of the following (in thousands):
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- References No definition available.
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- Definition Tabular disclosure of goodwill and intangible assets, which may be broken down by segment or major class. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Accounts Payable and Accrued Liabilities (Tables) |
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| Payables and Accruals [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Accounts Payable and Accrued Liabilities |
At September 30, 2019 and December 31, 2018, accounts payable and accrued liabilities consisted of the following (in thousands):
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- References No definition available.
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- Definition Tabular disclosure of the (a) carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business (accounts payable); (b) other payables; and (c) accrued liabilities. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). An alternative caption includes accrued expenses. No definition available.
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Related Party Transactions (Tables) |
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| Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Related Party Transactions |
In the aggregate, Lineage charged Use Fees to OncoCyte and AgeX as follows (in thousands):
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| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Tabular disclosure of related party transactions. Examples of related party transactions include, but are not limited to, transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners and (d) affiliates. No definition available.
|
Shareholders' Equity (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Reconciliation of Changes in Shareholders' Equity |
The following table documents the changes in shareholders’ equity for the three and nine months ended September 30, 2019 (unaudited and in thousands):
The following table documents the changes in shareholders’ equity for the three and nine months ended September 30, 2018 (unaudited and in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Tabular disclosure of changes in the separate accounts comprising stockholders' equity (in addition to retained earnings) and of the changes in the number of shares of equity securities during at least the most recent annual fiscal period and any subsequent interim period presented is required to make the financial statements sufficiently informative if both financial position and results of operations are presented. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
Stock-Based Awards (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options |
The fair value of each option award is estimated on the date of grant using a Black-Scholes option pricing model applying the weighted-average assumptions noted in the following table:
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| Schedule of Stock Based Compensation Expense |
Operating expenses include stock-based compensation expense as follows (in thousands):
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| 2012 Equity Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity |
A summary of Lineage’s 2012 Plan activity and other stock option awards granted outside of the 2012 Plan related information is as follows (in thousands, except per share amounts):
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| Asterias 2013 Equity Incentive Plan [Member] | Asterias Biotherapeutics, Inc. [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity |
A summary of activity under the Asterias Equity Plan from the closing date of the Asterias Merger through September 30, 2019 is as follows (in thousands, except per share amounts):
|
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| X | ||||||||||
- Definition Tabular disclosure of cost recognized for award under share-based payment arrangement by plan. Includes, but is not limited to, related tax benefit. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Tabular disclosure of employee stock purchase plan activity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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Supplemental Cash Flow Information (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Supplemental Cash Flow Elements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Condensed Consolidated Statements of Cash Flows |
Non-cash investing and financing transactions presented separately from the condensed consolidated statements of cash flows for the nine months ended September 30, 2019 and 2018 are as follows (in thousands):
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| X | ||||||||||
- Definition Tabular disclosure of condensed cash flow statement, including, but not limited to, cash flow statements of consolidated entities and consolidation eliminations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- References No definition available.
|
Commitments and Contingencies (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Supplemental Cash Flow Information Related to Leases |
Supplemental cash flow information related to leases was as follows (in thousands):
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| Schedule of Supplemental Balance Sheet Information Related to Leases |
Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount rate):
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| Schedule of Future Minimum Lease Commitments |
Future minimum lease commitments are as follows (in thousands):
|
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| X | ||||||||||
- Definition Schedule of supplemental balance sheet information related to leases [Table Text Block] No definition available.
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| X | ||||||||||
- Definition Schedule of Supplemental Cash Flow Information Related to Leases [Table Text Block] No definition available.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of undiscounted cash flows of lessee's operating lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to operating lease liability recognized in statement of financial position. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Organization and Business Overview (Details Narrative) $ in Thousands |
9 Months Ended | |||
|---|---|---|---|---|
|
Mar. 08, 2019
USD ($)
shares
|
Sep. 30, 2019
Program
shares
|
Mar. 07, 2019 |
Nov. 28, 2018
shares
|
|
| Number of cell therapy programs | Program | 3 | |||
| Parent Company [Member] | Common Stock [Member] | ||||
| Number of shares owned | 1,100,000 | 1,700,000 | ||
| Parent Company [Member] | Common Stock [Member] | OncoCyte Corporation [Member] | ||||
| Ownership percentage | 16.00% | |||
| Number of shares owned | 8,400,000 | |||
| Merger Consideration [Member] | Parent Company [Member] | ||||
| Stock-for-stock transaction | 24,695,898 | |||
| Aggregate merger consideration amount | $ | $ 32,400 | |||
| Merger Consideration [Member] | Asterias [Member] | ||||
| Stock-for-stock transaction | 0.71 | |||
| Merger Consideration [Member] | Asterias [Member] | Restricted Stock [Member] | ||||
| Stock-for-stock transaction | 58,085 | |||
| Merger Agreement [Member] | ||||
| Ownership percentage | 38.00% |
| X | ||||||||||
- Definition Number of cell therapy programs. No definition available.
|
| X | ||||||||||
- Definition Number of shares owned. No definition available.
|
| X | ||||||||||
- Definition Value of equity interests (such as common shares, preferred shares, or partnership interest) issued or issuable to acquire the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares of equity interests issued or issuable to acquire entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands |
1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 11, 2019 |
Jan. 02, 2019 |
Jul. 31, 2019 |
Sep. 30, 2019 |
Mar. 31, 2019 |
Jun. 30, 2018 |
Mar. 31, 2018 |
Sep. 30, 2019 |
Sep. 10, 2019 |
Jun. 30, 2019 |
Dec. 31, 2018 |
Sep. 30, 2018 |
Dec. 31, 2017 |
|
| Proceeds from sale of equity | |||||||||||||
| Accumulated deficit | $ (268,940) | (268,940) | $ (261,856) | ||||||||||
| Working capital | 55,400 | 55,400 | |||||||||||
| Shareholders' equity | 115,519 | $ 161,236 | $ 104,751 | $ 102,455 | 115,519 | $ 131,759 | 92,246 | $ 169,558 | $ 164,263 | ||||
| Cash and cash equivalents and marketable securities | 35,700 | $ 35,700 | |||||||||||
| Debt instrument maturity date | Aug. 30, 2020 | ||||||||||||
| Ownership percentage, description | On September 11, 2019, Lineage's ownership percentage decreased from 24% to 16% when it sold 4.0 million shares of OncoCyte common stock. Accordingly, as the ownership percentage is less than 20%, Lineage is no longer considered to exercise significant influence over OncoCyte and is now accounting for its OncoCyte holdings as marketable equity securities. | ||||||||||||
| Deferred grant revenue | 182 | $ 182 | $ 42 | ||||||||||
| Lease payment rate, description | For lease classification determination, Lineage continues to use (i) greater to or equal to 75% to determine whether the lease term is a major part of the remaining economic life of the underlying asset and (ii) greater to or equal to 90% to determine whether the present value of the sum of lease payments is substantially all of the fair value of the underlying asset. | ||||||||||||
| Value of leasehold improvements | $ 1,900 | ||||||||||||
| Operating lease liabilities | 2,000 | $ 5,193 | $ 5,193 | ||||||||||
| Cumulative effect adjustment | $ 100 | $ 143 | $ 1 | $ 101 | |||||||||
| OncoCyte Corporation [Member] | |||||||||||||
| Ownership percentage | 16.00% | 24.00% | 24.00% | 24.00% | |||||||||
| Number of stock sold | 4,000,000 | 2,250,000 | |||||||||||
| Ownership percentage, description | Lineage's ownership in OncoCyte was reduced from 28% to 24%. | ||||||||||||
| OncoCyte [Member] | |||||||||||||
| Proceeds from sale of equity | $ 10,700 | ||||||||||||
| AgeX Holdings [Member] | |||||||||||||
| Proceeds from sale of equity | 1,600 | ||||||||||||
| Hadasit Bio-Holdings, Ltd [Member] | |||||||||||||
| Proceeds from sale of equity | $ 1,200 | ||||||||||||
| X | ||||||||||
- Definition Ownership percentage, description. No definition available.
|
| X | ||||||||||
- Definition Working capital. No definition available.
|
| X | ||||||||||
- Definition Cash includes currency on hand as well as demand deposits with banks or financial institutions. It also includes other kinds of accounts that have the general characteristics of demand deposits in that the customer may deposit additional funds at any time and effectively may withdraw funds at any time without prior notice or penalty. Cash equivalents, excluding items classified as marketable securities, include short-term, highly liquid Investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months. Short-term investments, exclusive of cash equivalents, generally consist of marketable securities intended to be sold within one year (or the normal operating cycle if longer) and may include trading securities, available-for-sale securities, or held-to-maturity securities (if maturing within one year), as applicable. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of the cumulative effect on retained earnings net of related income tax effect. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Date when the debt instrument is scheduled to be fully repaid, in CCYY-MM-DD format. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount before accumulated depreciation of additions or improvements to assets held under a lease arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Description of assumptions and judgments used by lessee to determine discount rate for operating lease. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition The cash inflow from the issuance of common stock, preferred stock, treasury stock, stock options, and other types of equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The number of shares issued or sold by the subsidiary or equity method investee per stock transaction. No definition available.
|
| X | ||||||||||
- Definition Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
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Basis of Presentation, Liquidity and Summary of Significant Accounting Policies - Schedule of Biotime's Ownership of Outstanding Shares of its Subsidiaries (Details) |
Sep. 30, 2019 |
|||
|---|---|---|---|---|
| Asterias Biotherapeutics, Inc. [Member] | United States [Member] | ||||
| Noncontrolling Interest [Line Items] | ||||
| Lineage Ownership | 100.00% | |||
| Cell Cure Neurosciences, Ltd. [Member] | Israel | ||||
| Noncontrolling Interest [Line Items] | ||||
| Lineage Ownership | 99.00% | [1] | ||
| ES Cell International Pte, Ltd. [Member] | Singapore | ||||
| Noncontrolling Interest [Line Items] | ||||
| Lineage Ownership | 100.00% | |||
| OrthoCyte Corporation [Member] | United States [Member] | ||||
| Noncontrolling Interest [Line Items] | ||||
| Lineage Ownership | 99.80% | |||
| ||||
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Definition The parent entity's interest in net assets of the subsidiary, expressed as a percentage. No definition available.
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares |
3 Months Ended | 9 Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2019 |
Sep. 30, 2018 |
Sep. 30, 2019 |
Sep. 30, 2018 |
||||||
| Stock Options [Member] | |||||||||
| Antidilutive securities excluded from computation of earnings per share, amount | 15,941,000 | 9,742,000 | 15,332,000 | 9,301,000 | |||||
| Warrants [Member] | |||||||||
| Antidilutive securities excluded from computation of earnings per share, amount | [1] | 8,795,000 | 9,138,000 | ||||||
| Lineage Warrants [Member] | |||||||||
| Antidilutive securities excluded from computation of earnings per share, amount | [2] | 1,090,000 | 975,000 | ||||||
| Restricted Stock Units [Member] | |||||||||
| Antidilutive securities excluded from computation of earnings per share, amount | 236,000 | 83,000 | 277,000 | 286,000 | |||||
| |||||||||
| X | ||||||||||
- Definition Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
|
Basis of Presentation, Liquidity and Summary of Significant Accounting Policie - Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands |
Sep. 30, 2019 |
Dec. 31, 2018 |
Sep. 30, 2018 |
Dec. 31, 2017 |
|---|---|---|---|---|
| Accounting Policies [Abstract] | ||||
| Cash and cash equivalents | $ 14,366 | $ 23,587 | $ 19,467 | $ 36,838 |
| Restricted cash included in prepaid expenses and other current assets | 346 | 424 | ||
| Restricted cash included in deposits and other long-term assets | 596 | 466 | 396 | 847 |
| Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows | $ 14,962 | $ 24,399 | $ 20,287 | $ 37,685 |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including, but not limited to, disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of current assets that are pledged or subject to withdrawal restrictions, classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of noncurrent assets that are pledged or subject to withdrawal restrictions, classified as other. No definition available.
|
Asterias Merger (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands |
1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2019 |
Mar. 08, 2019 |
Apr. 30, 2019 |
Sep. 30, 2018 |
Sep. 30, 2019 |
Sep. 30, 2019 |
Sep. 30, 2018 |
Jun. 30, 2019 |
Dec. 31, 2018 |
May 13, 2016 |
|
| Closing price of common stock | $ 117,157 | $ 117,157 | $ 93,840 | |||||||
| Number of warrants issued to purchase of common stock | 2,813,159 | |||||||||
| Fair value of warrants | $ 372 | |||||||||
| Common stock held in investment | 2,621,811 | |||||||||
| Share price, per share | $ 1.31 | $ 0.62 | ||||||||
| Fair value of equity method investment, shares | 21,700,000 | |||||||||
| Fair value of equity method investment, value | $ 20,200 | $ 13,500 | ||||||||
| Fair value calculation, description | The fair value of the Asterias shares was approximately $20.2 million as of March 8, 2019, the closing date of the Asterias Merger, based on $0.93 per share, which was calculated by multiplying (a) $1.31, the closing price of Lineage common shares on such date by (b) the Merger Exchange Ratio. | |||||||||
| General and Administrative [Member] | ||||||||||
| Acquisition related costs | $ 30 | $ 4,400 | ||||||||
| Common Stock [Member] | ||||||||||
| Number of warrants issued to purchase of common stock | 2,959,559 | |||||||||
| Exercise price | $ 4.37 | |||||||||
| Warrant term | 5 years | |||||||||
| Warrant expiration date | May 13, 2021 | |||||||||
| Lineage Warrants [Member] | ||||||||||
| Number of warrants issued to purchase of common stock | 1,089,900 | 1,089,900 | ||||||||
| Exercise price | $ 6.15 | $ 6.15 | ||||||||
| Warrant expiration date | May 13, 2021 | May 13, 2021 | ||||||||
| Fair value of warrants | $ 495 | |||||||||
| AST Clinical Program [Member] | ||||||||||
| Identifiable intangible asset acquired | $ 46,500 | |||||||||
| Royalty Contracts [Member] | ||||||||||
| Useful life of asset | 5 years | |||||||||
| In Process Research and Development [Member] | ||||||||||
| Identifiable intangible asset acquired | 31,700 | |||||||||
| Regenerative Medicine [Member] | ||||||||||
| Identifiable intangible asset acquired | $ 14,800 | |||||||||
| December 31, 2018 to March 8, 2019 [Member] | ||||||||||
| Unrealized loss | $ 6,700 | |||||||||
| December 31, 2017 to September 30, 2018 [Member] | ||||||||||
| Unrealized loss | $ 20,700 | |||||||||
| December 31, 2017 to September 30, 2018 [Member] | Maximum [Member] | ||||||||||
| Share price, per share | $ 2.25 | $ 2.25 | ||||||||
| December 31, 2017 to September 30, 2018 [Member] | Minimum [Member] | ||||||||||
| Share price, per share | $ 1.30 | $ 1.30 | ||||||||
| Parent Company [Member] | ||||||||||
| Fair value of warrants | $ 332 | |||||||||
| Exchange of shares | 251,835 | |||||||||
| Exchange for cash | $ 40 | |||||||||
| Asterias [Member] | ||||||||||
| Upfront payment received | $ 1,000 | |||||||||
| Estimated purchase price | $ 200 | |||||||||
| Merger Consideration [Member] | Parent Company [Member] | ||||||||||
| Stock-for-stock transaction | 24,695,898 | |||||||||
| Closing price of common stock | $ 32,400 | |||||||||
| Merger Consideration [Member] | Asterias [Member] | ||||||||||
| Stock-for-stock transaction | 0.71 | |||||||||
| Merger Consideration [Member] | Asterias [Member] | Restricted Stock [Member] | ||||||||||
| Stock-for-stock transaction | 58,085 | |||||||||
| X | ||||||||||
- Definition Common stock held in investment. No definition available.
|
| X | ||||||||||
- Definition Exchange for cash. No definition available.
|
| X | ||||||||||
- Definition Exchange of shares. No definition available.
|
| X | ||||||||||
- Definition Fair value calculation, description. No definition available.
|
| X | ||||||||||
- Definition Fair value of Equity method investment, shares. No definition available.
|
| X | ||||||||||
- Definition Upfront payment received. No definition available.
|
| X | ||||||||||
- Definition Number of shares of equity interests issued or issuable to acquire entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The net effect on income before taxes of the amortization and accretion of premiums, discounts and intangible assets in the year of acquisition, when the assets of the acquired institution exceed 10 percent of the consolidated assets at the end of the most recent period. No definition available.
|
| X | ||||||||||
- Definition This element represents acquisition-related costs incurred to effect a business combination which costs have been expensed during the period. Such costs include finder's fees; advisory, legal, accounting, valuation, and other professional or consulting fees; general administrative costs, including the costs of maintaining an internal acquisitions department; and may include costs of registering and issuing debt and equity securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Exercise price per share or per unit of warrants or rights outstanding. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition This element represents the aggregate cost of investments accounted for under the equity method of accounting. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of expense (income) related to adjustment to fair value of warrant liability. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
- Definition Amount of increase in assets, excluding financial assets, lacking physical substance with a definite life, from an acquisition. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Price of a single share of a number of saleable stocks of a company. No definition available.
|
| X | ||||||||||
- Definition Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The net change in the difference between the fair value and the carrying value, or in the comparative fair values, of investments, not including unrealized gains or losses on securities separately or otherwise categorized as trading, available-for-sale, or held-to-maturity, held at each balance sheet date and included in earnings for the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Expiration date of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in CCYY-MM-DD format. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Period between issuance and expiration of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
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| X | ||||||||||
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| X | ||||||||||
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| X | ||||||||||
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| X | ||||||||||
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| X | ||||||||||
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| X | ||||||||||
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| X | ||||||||||
- Details
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| X | ||||||||||
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
|
Asterias Merger - Schedule of Merger Consideration Transferred (Details) - Asterias Biotherapeutics, Inc. [Member] $ / shares in Units, $ in Thousands |
Mar. 08, 2019
USD ($)
$ / shares
shares
|
|||||||
|---|---|---|---|---|---|---|---|---|
| Outstanding Asterias common stock | 56,530,902 | [1] | ||||||
| Exchange ratio | 0.710 | |||||||
| Lineage common shares issuable | 40,136,672 | |||||||
| Per share price of Lineage common shares | $ / shares | $ 1.31 | |||||||
| Purchase price | $ | $ 52,580 | |||||||
| Shareholders Other than Lineage [Member] | ||||||||
| Outstanding Asterias common stock | 34,783,333 | [1] | ||||||
| Exchange ratio | 0.710 | |||||||
| Lineage common shares issuable | 24,695,898 | [2] | ||||||
| Per share price of Lineage common shares | $ / shares | $ 1.31 | |||||||
| Purchase price | $ | $ 32,353 | |||||||
| Parent Company [Member] | ||||||||
| Outstanding Asterias common stock | 21,747,569 | |||||||
| Exchange ratio | 0.710 | |||||||
| Lineage common shares issuable | 15,440,774 | [3] | ||||||
| Per share price of Lineage common shares | $ / shares | $ 1.31 | |||||||
| Purchase price | $ | $ 20,227 | [3] | ||||||
| ||||||||
| X | ||||||||||
- Definition Exchange ratio. No definition available.
|
| X | ||||||||||
- Definition Number of shares of equity interests issued or issuable to acquire entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of consideration transferred, consisting of acquisition-date fair value of assets transferred by the acquirer, liabilities incurred by the acquirer, and equity interest issued by the acquirer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Per share or per unit amount of equity securities issued. No definition available.
|
| X | ||||||||||
- Definition Number of shares issued which are neither cancelled nor held in the treasury. No definition available.
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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Asterias Merger - Schedule of Merger Consideration Transferred (Details) (Parenthetical) - Asterias Biotherapeutics, Inc. [Member] |
Mar. 08, 2019
shares
|
|---|---|
| Parent Company [Member] | |
| Number of shares issued | 58,085 |
| Ownership interest | 38.00% |
| Restricted Stock [Member] | |
| Numbe of restricted stock vested | 81,810 |
| X | ||||||||||
- Definition The percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The number of equity-based payment instruments, excluding stock (or unit) options, that vested during the reporting period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
|
Asterias Merger - Schedule of Identifiable Tangible and Intangible Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands |
9 Months Ended | |||
|---|---|---|---|---|
Sep. 30, 2019 |
Dec. 31, 2018 |
|||
| Estimated goodwill (c-a-b) | [1] | $ 12,977 | ||
| Asterias Biotherapeutics, Inc. [Member] | ||||
| Cash and cash equivalents | 3,117 | |||
| Prepaid expenses and other assets, current and noncurrent | 660 | |||
| Machinery and equipment | 369 | |||
| Long-lived intangible assets - royalty contracts | 650 | |||
| Acquired in-process research and development ("IPR&D") | 46,540 | |||
| Total assets acquired | 51,336 | |||
| Accrued liabilities and accounts payable | 1,136 | |||
| Liability classified warrants | 867 | |||
| Deferred license revenue | 200 | |||
| Long-term deferred income tax liability | 12,965 | |||
| Total liabilities assumed | 15,168 | |||
| Net assets acquired, excluding goodwill (a) | 36,168 | |||
| Fair value of Lineage common shares held by Asterias (b) | 3,435 | |||
| Total purchase price (c) | 52,580 | |||
| Estimated goodwill (c-a-b) | $ 12,977 | |||
| ||||
| X | ||||||||||
- Definition Amount of liability classified warrants due within one year or within the normal operating cycle, if longer, assumed at the acquisition date. No definition available.
|
| X | ||||||||||
- Definition The amount of long-lived intangible assets - royalty contract recognized as of the acquisition date. No definition available.
|
| X | ||||||||||
- Definition Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed acquired at the acquisition date. No definition available.
|
| X | ||||||||||
- Definition Amount of consideration transferred, consisting of acquisition-date fair value of assets transferred by the acquirer, liabilities incurred by the acquirer, and equity interest issued by the acquirer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of equity interests of the acquirer, including instruments or interests issued or issuable in consideration for the business combination. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of assets acquired at the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions, acquired at the acquisition date. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of liabilities incurred for goods and services received that are used in an entity's business and related party payables, assumed at the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of deferred revenue expected to be recognized as such within one year or the normal operating cycle, if longer, assumed at the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of deferred tax liability attributable to taxable temporary differences assumed at the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The amount of identifiable intangible assets recognized as of the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of liabilities assumed at the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount recognized as of the acquisition date for the identifiable assets acquired in excess of (less than) the aggregate liabilities assumed. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The amount of property, plant, and equipment recognized as of the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
Asterias Merger - Schedule of Valuation of Identifiable Intangible Assets and Their Estimated Useful Lives (Details) - Asterias Biotherapeutics, Inc. [Member] $ in Thousands |
9 Months Ended |
|---|---|
|
Sep. 30, 2019
USD ($)
| |
| Preliminary Estimated Asset Fair Value | $ 47,190 |
| In Process Research and Development [Member] | |
| Preliminary Estimated Asset Fair Value | $ 46,540 |
| Useful Life (Years) | 0 years |
| Royalty Contracts [Member] | |
| Preliminary Estimated Asset Fair Value | $ 650 |
| Useful Life (Years) | 5 years |
| X | ||||||||||
- Definition Amount of intangible assets, excluding goodwill, acquired at the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Accounting for Common Stock of Oncocyte, at Fair Value (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands |
1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 11, 2019 |
Sep. 10, 2019 |
Jul. 31, 2019 |
Sep. 30, 2019 |
Sep. 30, 2018 |
Sep. 30, 2019 |
Sep. 30, 2018 |
Jun. 30, 2019 |
Mar. 08, 2019 |
Dec. 31, 2018 |
Jun. 30, 2018 |
Dec. 31, 2017 |
|
| Ownership percentage, description | On September 11, 2019, Lineage's ownership percentage decreased from 24% to 16% when it sold 4.0 million shares of OncoCyte common stock. Accordingly, as the ownership percentage is less than 20%, Lineage is no longer considered to exercise significant influence over OncoCyte and is now accounting for its OncoCyte holdings as marketable equity securities. | |||||||||||
| Closing price per share | $ 1.31 | $ 0.62 | ||||||||||
| Unrealized loss on marketable equity securities | $ (4,458) | $ 23 | $ (3,134) | $ 635 | ||||||||
| OncoCyte Corporation [Member] | ||||||||||||
| Number of stock sold | 4,000,000 | 2,250,000 | ||||||||||
| Number of stock sold, value | $ 6,500 | $ 4,200 | ||||||||||
| Ownership percentage | 16.00% | 24.00% | 24.00% | 24.00% | ||||||||
| Ownership percentage, description | Lineage's ownership in OncoCyte was reduced from 28% to 24%. | |||||||||||
| Number of shares owned | 8,400,000 | 8,400,000 | 14,700,000 | |||||||||
| Fair value on investment | $ 17,700 | $ 17,700 | $ 20,300 | |||||||||
| Closing price per share | $ 2.10 | $ 2.50 | $ 2.10 | $ 2.50 | $ 2.49 | $ 1.38 | $ 2.55 | $ 4.65 | ||||
| Realized gain on equity method investment | $ 546 | $ 546 | ||||||||||
| Unrealized loss on equity method investment | $ 8,300 | $ 8,700 | $ 700 | $ 31,600 | ||||||||
| Unrealized loss on marketable equity securities | 400 | |||||||||||
| Unrealized gain on equity method investment | $ 8,000 | $ 7,600 | ||||||||||
| X | ||||||||||
- Definition Ownership percentage, description. No definition available.
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| X | ||||||||||
- Definition Unrealized gain on equity method investment. No definition available.
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| X | ||||||||||
- Definition Unrealized loss on equity method investment. No definition available.
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| X | ||||||||||
- Definition The percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount of gain (loss) on sale or disposal of an equity method investment. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Fair value portion of investments accounted under the equity method. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Balance held at close of period in number of shares. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount of unrealized gain (loss) on investment in marketable security. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Cash received on stock transaction after deduction of issuance costs. No definition available.
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| X | ||||||||||
- Definition The number of shares issued or sold by the subsidiary or equity method investee per stock transaction. No definition available.
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| X | ||||||||||
- Definition Price of a single share of a number of saleable stocks of a company. No definition available.
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| X | ||||||||||
- Details
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Sale of Significant Ownership Interest in AgeX to Juvenescence Limited (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 9 Months Ended | |||
|---|---|---|---|---|---|
Nov. 02, 2018 |
Aug. 30, 2018 |
Sep. 30, 2019 |
Sep. 30, 2019 |
Nov. 28, 2018 |
|
| Debt instrument maturity date | Aug. 30, 2020 | ||||
| Parent Company [Member] | Common Stock [Member] | |||||
| Number of share sold | 651,839 | ||||
| Number of shares owned | 1,100,000 | 1,100,000 | 1,700,000 | ||
| Common stock shares issued and outstanding percentage | 4.80% | ||||
| Juvenescence Limited [Member] | |||||
| Number of share sold | 14,400,000 | ||||
| Stock Purchase Agreement [Member] | Juvenescence Limited [Member] | |||||
| Number of share sold | 14,400,000 | ||||
| Sale of stock price per share | $ 3.00 | ||||
| Purchase price of shares | $ 43,200 | ||||
| Purchase price amount paid | $ 10,800 | ||||
| Indemnity cap | 4,300 | ||||
| Proceeds from public offering | $ 50,000 | ||||
| Stock Purchase Agreement [Member] | Juvenescence Limited [Member] | Series A Preferred Share [Member] | |||||
| Debt conversion, price per share | $ 15.60 | ||||
| Stock Purchase Agreement [Member] | Juvenescence Limited [Member] | Promissory Note [Member] | |||||
| Purchase price amount paid | $ 21,600 | ||||
| Debt instrument interest rate | 7.00% | ||||
| Debt instrument maturity date | Aug. 30, 2020 | ||||
| Interest income debt | $ 378 | $ 1,134 | |||
| Promissory Note principal and accrued interest | $ 23,200 | $ 23,200 | |||
| Stock Purchase Agreement [Member] | Juvenescence Limited [Member] | Closing of Transaction [Member] | |||||
| Purchase price amount paid | $ 10,800 | ||||
| Shareholder Agreement [Member] | |||||
| Shareholder agreement description | Lineage and Juvenescence entered into a Shareholder Agreement, dated August 30, 2018, setting forth the governance, approval and voting rights of the parties with respect to their holdings of AgeX common stock, including rights of representation on AgeX's board of directors, approval rights, preemptive rights, rights of first refusal and co-sale and drag-along and tag-along rights for so long as either Lineage or Juvenescence continue to own at least 15% of the outstanding shares of AgeX common stock. |
| X | ||||||||||
- Definition Common stock shares issued and outstanding percentage. No definition available.
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| X | ||||||||||
- Definition Indemnity cap. No definition available.
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| X | ||||||||||
- Definition Interest income debt. No definition available.
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| X | ||||||||||
- Definition Number of shares owned. No definition available.
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| X | ||||||||||
- Definition Shareholder agreement description. No definition available.
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| X | ||||||||||
- Definition The price per share of the conversion feature embedded in the debt instrument. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Face (par) amount of debt instrument at time of issuance. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Date when the debt instrument is scheduled to be fully repaid, in CCYY-MM-DD format. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition The cash outflow to reacquire common stock during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The cash inflow associated with the amount received from entity's first offering of stock to the public. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount of consideration received by subsidiary or equity investee in exchange for shares of stock issued or sold. Includes amount of cash received, fair value of noncash assets received, and fair value of liabilities assumed by the investor. No definition available.
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| X | ||||||||||
- Definition The number of shares issued or sold by the subsidiary or equity method investee per stock transaction. No definition available.
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| X | ||||||||||
- Definition Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction. No definition available.
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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- Details
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- Details
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- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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Deconsolidation and Distribution of AgeX (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 9 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|---|
Nov. 28, 2018 |
Aug. 30, 2018 |
Sep. 30, 2019 |
Sep. 30, 2019 |
Dec. 31, 2018 |
Nov. 29, 2018 |
|
| Gain on sale of shares | ||||||
| AgeX Therapeutics, Inc. [Member] | ||||||
| Gain on deconsolidation | $ 78,500 | |||||
| Gain on sale of shares | $ 39,200 | |||||
| Parent Company [Member] | ||||||
| Percentage of ownership before transaction | 80.40% | |||||
| Percentage of ownership after transaction | 40.20% | |||||
| Parent Company [Member] | Common Stock [Member] | ||||||
| Number of share sold | 651,839 | |||||
| Number of shares owned | 1,700,000 | 1,100,000 | 1,100,000 | |||
| Number of share sold, value | $ 1,600 | |||||
| Percentage of outstanding common stock | 2.80% | |||||
| Parent Company [Member] | Prorata Basis [Member] | ||||||
| Common stock, ratio description | One share of AgeX common stock for every 10 common shares of Lineage owned. | |||||
| Parent Company [Member] | Prorata Basis [Member] | Common Stock [Member] | ||||||
| Common shares issued | 12,700,000 | |||||
| Dividend-in-kind | $ 34,400 | |||||
| Price per share | $ 2.71 | |||||
| Juvenescence Limited [Member] | ||||||
| Number of share sold | 14,400,000 | |||||
| Percentage of ownership before transaction | 5.60% | |||||
| Percentage of ownership after transaction | 45.80% |
| X | ||||||||||
- Definition Number of shares owned. No definition available.
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| X | ||||||||||
- Definition Percentage of outstanding common stock. No definition available.
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| X | ||||||||||
- Definition Description of basis for conversion of convertible common stock. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount of gain (loss) from deconsolidation of subsidiary and derecognition of group of assets constituting transfer of business or nonprofit activity, excluding conveyance of oil and gas mineral rights and transfer of good or service in contract with customer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount of paid and unpaid paid-in-kind dividends (PIK) declared for classes of stock, for example, but not limited to, common and preferred. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The cash inflow from the issuance of common stock, preferred stock, treasury stock, stock options, and other types of equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Cash received on stock transaction after deduction of issuance costs. No definition available.
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| X | ||||||||||
- Definition The number of shares issued or sold by the subsidiary or equity method investee per stock transaction. No definition available.
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| X | ||||||||||
- Definition Percentage of subsidiary's or equity investee's stock owned by parent company after stock transaction. No definition available.
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| X | ||||||||||
- Definition Percentage of subsidiary's or equity investee's stock owned by parent company before stock transaction. No definition available.
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| X | ||||||||||
- Definition Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction. No definition available.
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| X | ||||||||||
- Definition Number of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | |||
|---|---|---|---|---|---|
Sep. 30, 2019 |
Sep. 30, 2018 |
Sep. 30, 2019 |
Sep. 30, 2018 |
Dec. 31, 2018 |
|
| Financing leases related to property and equipment | $ 146 | $ 146 | $ 146 | ||
| Depreciation and amortization expense | 253 | $ 254 | 766 | $ 814 | |
| Proceeds from sale of equipment | 156 | ||||
| Gain on sale of equipment | 159 | ||||
| Construction in progress | 1,268 | ||||
| Cell Cure Neurosciences, Ltd. [Member] | |||||
| Construction in progress | $ 1,300 | ||||
| X | ||||||||||
- Definition financing leases related to property and equipment. No definition available.
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| X | ||||||||||
- Definition Amount of structure or a modification to a structure under construction. Includes recently completed structures or modifications to structures that have not been placed into service. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount of gain (loss) on sale or disposal of property, plant and equipment assets, including oil and gas property and timber property. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The cash inflow from the sale of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
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Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands |
Sep. 30, 2019 |
Dec. 31, 2018 |
||
|---|---|---|---|---|
| Property, Plant and Equipment [Line Items] | ||||
| Accumulated depreciation and amortization | $ (4,141) | $ (3,185) | ||
| Property and equipment, net | 8,844 | 4,567 | ||
| Construction in progress | 1,268 | |||
| Property, plant and equipment, net, and construction in progress | 8,844 | 5,835 | ||
| Equipment, Furniture and Fixtures [Member] | ||||
| Property, Plant and Equipment [Line Items] | ||||
| Property and equipment, gross | 4,397 | 3,842 | ||
| Leasehold Improvements [Member] | ||||
| Property, Plant and Equipment [Line Items] | ||||
| Property and equipment, gross | 2,848 | 3,910 | ||
| Right-of-Use Assets [Member] | ||||
| Property, Plant and Equipment [Line Items] | ||||
| Property and equipment, gross | [1] | $ 5,740 | ||
| ||||
| X | ||||||||||
- Definition Property plant and equipment excluding construction in progress. No definition available.
|
| X | ||||||||||
- Definition Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of structure or a modification to a structure under construction. Includes recently completed structures or modifications to structures that have not been placed into service. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
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| X | ||||||||||
- Definition Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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Goodwill and Intangible Assets, Net (Details Narrative) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2019 |
Sep. 30, 2018 |
Sep. 30, 2019 |
Sep. 30, 2018 |
|
| Research and Development [Member] | ||||
| Amortization expense | $ 500 | $ 600 | $ 1,400 | $ 1,800 |
| X | ||||||||||
- Definition The aggregate amount of recurring noncash expense charged against earnings in the period to allocate the cost of assets over their estimated remaining economic lives. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Details
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Goodwill and Intangible Assets, Net - Schedule of Goodwill and Intangible Assets, Net (Details) - USD ($) $ in Thousands |
Sep. 30, 2019 |
Dec. 31, 2018 |
|||||
|---|---|---|---|---|---|---|---|
| Goodwill | [1] | $ 12,977 | |||||
| Other | 10 | ||||||
| Total intangible assets | 66,143 | 19,020 | |||||
| Accumulated amortization | (17,397) | (15,895) | |||||
| Intangible assets, net | 48,746 | 3,125 | |||||
| IPR&D - OPC1 [Member] | |||||||
| Total intangible assets | [2] | 31,700 | |||||
| IPR&D - VAC2 [Member] | |||||||
| Total intangible assets | [2] | 14,840 | |||||
| Patents [Member] | |||||||
| Total intangible assets | 18,953 | 19,010 | |||||
| Royalty Contracts [Member] | |||||||
| Total intangible assets | [2] | $ 650 | |||||
| |||||||
| X | ||||||||||
- Definition Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount before accumulated amortization of finite-lived intangible assets classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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Accounts Payable and Accrued Liabilities (Details Narrative) - USD ($) $ in Thousands |
9 Months Ended | |
|---|---|---|
Sep. 30, 2019 |
Dec. 31, 2018 |
|
| Separation payments | $ 700 | |
| Accrued compensation | $ 1,926 | $ 2,456 |
| Description of termination plan | Termination dates for these individuals range from August 9, 2019 to September 30, 2019. | |
| Separation payments paid | $ 200 | |
| Accrued seperation payments | 500 | |
| Asterias Biotherapeutics, Inc. [Member] | ||
| Separation payments | $ 500 | |
| Description of termination plan | Termination dates for these individuals ranged from May 31, 2019 to June 28, 2019. | |
| Asterias Biotherapeutics, Inc. [Member] | General and Administrative [Member] | ||
| Accrued compensation | $ 2,000 | |
| Asterias Biotherapeutics, Inc. [Member] | Three Employees Member [Member] | ||
| Separation payments | $ 2,000 |
| X | ||||||||||
- Definition Accrued Seperation payments. No definition available.
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| X | ||||||||||
- Definition Description of termination plan. No definition available.
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| X | ||||||||||
- Definition Separation payments paid. No definition available.
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| X | ||||||||||
- Definition Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount of expenses for special or contractual termination benefits provided to current employees involuntarily terminated under a benefit arrangement associated exit or disposal activities pursuant to an authorized plan. Excludes expenses related to one-time termination benefits, a discontinued operation or an asset retirement obligation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands |
Sep. 30, 2019 |
Dec. 31, 2018 |
||
|---|---|---|---|---|
| Payables and Accruals [Abstract] | ||||
| Accounts payable | [1] | $ 2,009 | $ 2,359 | |
| Accrued compensation | 1,926 | 2,456 | ||
| Accrued liabilities | 904 | 1,639 | ||
| Other current liabilities | 3 | 9 | ||
| Total | $ 4,842 | $ 6,463 | ||
| ||||
| X | ||||||||||
- Definition Sum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount of expenses incurred but not yet paid classified as other, due within one year or the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- References No definition available.
|
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) (Parenthetical) - USD ($) $ in Thousands |
Sep. 30, 2019 |
Dec. 31, 2018 |
|---|---|---|
| Accounts Payable [Member] | ||
| Transaction costs | $ 100 | $ 100 |
| X | ||||||||||
- Definition Amount of direct costs of the business combination including legal, accounting, and other costs incurred to consummate the business acquisition. No definition available.
|
| X | ||||||||||
- Details
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Related Party Transactions (Details Narrative) |
1 Months Ended | 9 Months Ended | ||||||
|---|---|---|---|---|---|---|---|---|
|
Mar. 23, 2018
USD ($)
|
Mar. 21, 2018
USD ($)
|
Sep. 30, 2019
ft²
shares
|
Jul. 31, 2019
shares
|
Apr. 30, 2019
shares
|
Sep. 30, 2019
USD ($)
ft²
|
Sep. 30, 2018
USD ($)
|
Feb. 28, 2018
USD ($)
$ / shares
shares
|
|
| Purchase of in process research and development | $ 1,872,000 | |||||||
| Proceeds from issuance of common stock | 103,000 | |||||||
| Office Space in New York City [Member] | ||||||||
| Rent per month | $ 5,050 | |||||||
| Area of office space square feet | ft² | 900 | 900 | ||||||
| AgeX and Ascendance Biotechnology, Inc [Member] | ||||||||
| Purchase of in process research and development | $ 800,000 | |||||||
| Ascendance Biotechnology, Inc [Member] | ||||||||
| Accounts receivable | $ 200,000 | |||||||
| AgeX Therapeutics, Inc. [Member] | ||||||||
| Proceeds from issuance of common stock | $ 3,200,000 | |||||||
| Realized gain on equity method investment | $ 3,200,000 | $ 3,200,000 | ||||||
| Warrants to purchase of shares | shares | 248,600 | |||||||
| Warrant exercise price share | $ / shares | $ 2.50 | |||||||
| AgeX Therapeutics, Inc. [Member] | Alfred D. Kingsley [Member] | ||||||||
| Warrant exercise price share | $ / shares | $ 0.50 | |||||||
| Warrants value | $ 124,300 | |||||||
| Broadwood Partners, L.P [Member] | ||||||||
| Shares issued for settlement of warrants in connection with merger | shares | 251,835 | |||||||
| Number of shares issued | shares | 2,000,000 | 1,000,000 | ||||||
| Broadwood Partners, L.P [Member] | Neal Bradsher [Member] | ||||||||
| Legal expenses | $ 170,000 | |||||||
| OncoCyte Corporation and AgeX Therapeutics Inc [Member] | ||||||||
| Markup rate on allocated costs | 5.00% | |||||||
| Term of payment | 30 days | |||||||
| Interest rate charged on unpaid and overdue invoices | 15.00% | |||||||
| X | ||||||||||
- Definition Represents the percentage of interest charged on invoices not paid when due. No definition available.
|
| X | ||||||||||
- Definition The percentage markup of the fee for the services and usage of facilities, equipment, and supplies aforementioned which shall be paid by the entity under Shared Facilities Agreement. No definition available.
|
| X | ||||||||||
- Definition Shares issued for settlement of warrants in connection with merger. No definition available.
|
| X | ||||||||||
- Definition Represents the maximum number of days upon the receipt of an invoice within which the invoice must be paid, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
- Definition For an unclassified balance sheet, amount of receivables arising from transactions with related parties. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Area of a real estate property. No definition available.
|
| X | ||||||||||
- Definition Exercise price per share or per unit of warrants or rights outstanding. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of securities into which each warrant or right may be converted. For example, but not limited to, each warrant may be converted into two shares. No definition available.
|
| X | ||||||||||
- Definition Amount of gain (loss) on sale or disposal of an equity method investment. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition The amount of expense provided in the period for legal costs incurred on or before the balance sheet date pertaining to resolved, pending or threatened litigation, including arbitration and mediation proceedings. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Cash payments to lessor's for use of assets under operating leases. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash outflows from the purchase of net carrying value allocated to in-process research and development costs and materials acquired in a business combination. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash inflow from the additional capital contribution to the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Value of outstanding derivative securities that permit the holder the right to purchase securities (usually equity) from the issuer at a specified price. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2019 |
Sep. 30, 2018 |
Sep. 30, 2019 |
Sep. 30, 2018 |
|
| Total use fees | $ 537 | $ 542 | $ 1,932 | $ 1,325 |
| Research and Development [Member] | ||||
| Total use fees | 301 | 355 | 1,285 | 792 |
| General and Administrative [Member] | ||||
| Total use fees | $ 236 | $ 187 | $ 647 | $ 533 |
| X | ||||||||||
- Definition Amount of cash outflow for fees classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Shareholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 9 Months Ended | ||||
|---|---|---|---|---|---|---|
Sep. 30, 2019 |
Sep. 30, 2019 |
Dec. 31, 2018 |
Jul. 31, 2017 |
Apr. 30, 2017 |
May 13, 2016 |
|
| Preferred shares, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||
| Preferred shares, shares issued | ||||||
| Preferred shares, shares outstanding | ||||||
| Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | |||
| Common stock, no par value | ||||||
| Common stock, issued | 149,790,000 | 149,790,000 | 127,136,000 | |||
| Common stock, outstanding | 149,790,000 | 149,790,000 | 127,136,000 | |||
| Warrants issued to purchase ordinary shares | 2,813,159 | |||||
| Cell Cure Warrants [Member] | Consultants [Member] | ||||||
| Warrants issued to purchase ordinary shares | 13,738 | 13,738 | ||||
| Warrants expiring period, description | Expire in October 2020 and January 2024 | |||||
| Hadasit Bio-Holdings, Ltd [Member] | ||||||
| Warrants issued to purchase ordinary shares | 24,566 | |||||
| Warrants exercise price per share | $ 40.5359 | |||||
| Warrant expiration date | Jul. 31, 2022 | |||||
| Long-term Liabilities [Member] | Cell Cure [Member] | ||||||
| Fair value of warrant | $ 300 | $ 300 | $ 400 | |||
| Asterias Biotherapeutics, Inc. [Member] | ||||||
| Warrants issued to purchase ordinary shares | 1,089,900 | 1,089,900 | ||||
| Warrants exercisable term | 30 days | |||||
| Warrants exercise price per share | $ 6.15 | $ 6.15 | ||||
| Warrant expiration date | May 13, 2021 | May 13, 2021 | ||||
| Unrealized gain on warrants | $ 38 | $ 245 | ||||
| Asterias Biotherapeutics, Inc. [Member] | Long-term Liabilities [Member] | ||||||
| Fair value of warrant | $ 251 | $ 251 | ||||
| Maximum [Member] | Cell Cure Warrants [Member] | Consultants [Member] | ||||||
| Warrants exercise price per share | $ 40.00 | $ 40.00 | ||||
| Minimum [Member] | Cell Cure Warrants [Member] | Consultants [Member] | ||||||
| Warrants exercise price per share | $ 32.02 | $ 32.02 | ||||
| Cantor Fitzgerald & Co [Member] | ||||||
| Percentage of commission payable | 3.00% | |||||
| Cantor Fitzgerald & Co [Member] | Sales Agreement [Member] | ||||||
| Share value available for sale | $ 24,100 | $ 24,100 | ||||
| Cantor Fitzgerald & Co [Member] | Maximum [Member] | Sales Agreement [Member] | ||||||
| Aggregate offering price | $ 25,000 |
| X | ||||||||||
- Definition Maximum aggregate offering price of shares under sales agreement. No definition available.
|
| X | ||||||||||
- Definition Refers to term of warrants to exercise, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
- Definition Refers to a commission payable to the seller as a percentage of gross proceeds from the sale of shares of the entity. No definition available.
|
| X | ||||||||||
- Definition Unrealized gain loss on warrants. No definition available.
|
| X | ||||||||||
- Definition Warrants expiring period, description. No definition available.
|
| X | ||||||||||
- Definition Amount of equity securities categorized neither as held-to-maturity nor as trading. No definition available.
|
| X | ||||||||||
- Definition Exercise price per share or per unit of warrants or rights outstanding. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Face amount per share of no-par value common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Value of outstanding derivative securities that permit the holder the right to purchase securities (usually equity) from the issuer at a specified price. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Expiration date of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in CCYY-MM-DD format. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Shareholders' Equity - Schedule of Reconciliation of Changes in Shareholders' Equity (Details) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|---|
Jan. 02, 2019 |
Sep. 30, 2019 |
Jun. 30, 2019 |
Mar. 31, 2019 |
Sep. 30, 2018 |
Jun. 30, 2018 |
Mar. 31, 2018 |
Sep. 30, 2019 |
Sep. 30, 2018 |
|
| Beginning balance | $ 92,246 | $ 131,759 | $ 161,236 | $ 92,246 | $ 104,751 | $ 102,455 | $ 164,263 | $ 92,246 | $ 164,263 |
| Shares issued in connection with the Asterias Merger | 32,353 | ||||||||
| Shares retired in connection with the Asterias Merger | (3,435) | ||||||||
| Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes | (23) | (2) | (75) | (13) | (5) | (7) | |||
| Stock-based compensation | 759 | 762 | 1,361 | 1,272 | 825 | 809 | |||
| Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services | 79 | ||||||||
| Cumulative-effect adjustment for adoption of Accounting Standard Codification | 100 | 143 | 1 | 101 | |||||
| Foreign currency translation adjustments/loss | (564) | (487) | (732) | 92 | 884 | 75 | (1,783) | 1,051 | |
| Shares issued for settlement of Lineage warrants | 302 | ||||||||
| Stock-based compensation in subsidiaries | 38 | 278 | 175 | ||||||
| Sale of subsidiary warrants in AgeX | 737 | ||||||||
| Sale of subsidiary shares in AgeX | 5,000 | ||||||||
| Subsidiary financing transactions with noncontrolling interests - AgeX | |||||||||
| Subsidiary financing and other transactions with noncontrolling interests - Cell Cure | 2 | (41) | |||||||
| Shares issued through ATM | 103 | ||||||||
| Deconsolidation of AgeX | (3,631) | ||||||||
| Sales subsidiary shares and warrants and other transactions - AgeX | 503 | ||||||||
| NET INCOME/(LOSS) | (16,515) | (30,052) | 39,296 | 66,544 | (4,646) | (63,698) | (7,271) | (1,800) | |
| Ending balance | 115,519 | 131,759 | 161,236 | 169,558 | 104,751 | 102,455 | 115,519 | 169,558 | |
| Preferred Shares [Member] | |||||||||
| Beginning balance | |||||||||
| Beginning balance, shares | |||||||||
| Shares issued in connection with the Asterias Merger | |||||||||
| Shares issued in connection with the Asterias Merger, shares | |||||||||
| Shares retired in connection with the Asterias Merger | |||||||||
| Shares retired in connection with the Asterias Merger, shares | |||||||||
| Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes | |||||||||
| Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes, shares | |||||||||
| Stock-based compensation | |||||||||
| Stock-based compensation, shares | |||||||||
| Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services | |||||||||
| Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services, shares | |||||||||
| Cumulative-effect adjustment for adoption of Accounting Standard Codification | |||||||||
| Foreign currency translation adjustments/loss | |||||||||
| Shares issued for settlement of Lineage warrants | |||||||||
| Shares issued for settlement of Lineage warrants, shares | |||||||||
| Stock-based compensation in subsidiaries | |||||||||
| Sale of subsidiary warrants in AgeX | |||||||||
| Sale of subsidiary shares in AgeX | |||||||||
| Subsidiary financing transactions with noncontrolling interests - AgeX | |||||||||
| Subsidiary financing and other transactions with noncontrolling interests - Cell Cure | |||||||||
| Subsidiary financing and other transactions with noncontrolling interests - Cell Cure, shares | |||||||||
| Shares issued through ATM | |||||||||
| Shares issued through ATM, shares | |||||||||
| Deconsolidation of AgeX | |||||||||
| Deconsolidation of AgeX, shares | |||||||||
| Sales subsidiary shares and warrants and other transactions - AgeX | |||||||||
| Sales subsidiary shares and warrants and other transactions - AgeX, shares | |||||||||
| NET INCOME/(LOSS) | |||||||||
| Ending balance | |||||||||
| Ending balance, shares | |||||||||
| Common Shares [Member] | |||||||||
| Beginning balance | $ 354,270 | $ 385,615 | $ 384,553 | $ 354,270 | $ 383,529 | $ 379,186 | $ 378,487 | $ 354,270 | $ 378,487 |
| Beginning balance, shares | 127,136,000 | 149,643,000 | 149,388,000 | 127,136,000 | 126,874,000 | 126,869,000 | 126,866,000 | 127,136,000 | 126,866,000 |
| Shares issued in connection with the Asterias Merger | $ 32,353 | ||||||||
| Shares issued in connection with the Asterias Merger, shares | 24,696,000 | ||||||||
| Shares retired in connection with the Asterias Merger | $ (3,435) | ||||||||
| Shares retired in connection with the Asterias Merger, shares | (2,622,000) | ||||||||
| Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes | $ (23) | $ (2) | $ (75) | $ (13) | $ (5) | $ (7) | |||
| Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes, shares | 54,000 | 3,000 | 118,000 | 10,000 | 5,000 | 3,000 | |||
| Stock-based compensation | $ 759 | $ 762 | $ 1,361 | $ 1,272 | $ 825 | $ 809 | |||
| Stock-based compensation, shares | |||||||||
| Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services | $ 79 | ||||||||
| Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services, shares | 60,000 | ||||||||
| Cumulative-effect adjustment for adoption of Accounting Standard Codification | |||||||||
| Foreign currency translation adjustments/loss | |||||||||
| Shares issued for settlement of Lineage warrants | $ 302 | ||||||||
| Shares issued for settlement of Lineage warrants, shares | 252,000 | ||||||||
| Stock-based compensation in subsidiaries | |||||||||
| Sale of subsidiary warrants in AgeX | |||||||||
| Sale of subsidiary shares in AgeX | |||||||||
| Subsidiary financing transactions with noncontrolling interests - AgeX | 3,634 | $ (103) | |||||||
| Subsidiary financing transactions with noncontrolling interests - AgeX, shares | |||||||||
| Subsidiary financing and other transactions with noncontrolling interests - Cell Cure | $ 1,975 | (111) | |||||||
| Subsidiary financing and other transactions with noncontrolling interests - Cell Cure, shares | |||||||||
| Shares issued through ATM | $ 103 | ||||||||
| Shares issued through ATM, shares | 93,000 | ||||||||
| Deconsolidation of AgeX | $ (164) | ||||||||
| Deconsolidation of AgeX, shares | |||||||||
| Sales subsidiary shares and warrants and other transactions - AgeX | $ 259 | ||||||||
| Sales subsidiary shares and warrants and other transactions - AgeX, shares | |||||||||
| NET INCOME/(LOSS) | |||||||||
| Ending balance | $ 386,454 | $ 385,615 | $ 384,553 | $ 386,858 | $ 383,529 | $ 379,186 | $ 386,454 | $ 386,858 | |
| Ending balance, shares | 149,790,000 | 149,643,000 | 149,388,000 | 126,884,000 | 126,874,000 | 126,869,000 | 149,790,000 | 126,884,000 | |
| Accumulated Deficit [Member] | |||||||||
| Beginning balance | $ (261,856) | $ (252,435) | $ (222,403) | $ (261,856) | $ (283,630) | $ (279,416) | $ (216,297) | $ (261,856) | $ (216,297) |
| Shares issued in connection with the Asterias Merger | |||||||||
| Shares retired in connection with the Asterias Merger | |||||||||
| Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes | |||||||||
| Stock-based compensation | |||||||||
| Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services | |||||||||
| Cumulative-effect adjustment for adoption of Accounting Standard Codification | |||||||||
| Foreign currency translation adjustments/loss | |||||||||
| Shares issued for settlement of Lineage warrants | |||||||||
| Stock-based compensation in subsidiaries | |||||||||
| Sale of subsidiary warrants in AgeX | |||||||||
| Sale of subsidiary shares in AgeX | |||||||||
| Subsidiary financing transactions with noncontrolling interests - AgeX | |||||||||
| Subsidiary financing and other transactions with noncontrolling interests - Cell Cure | |||||||||
| Shares issued through ATM | |||||||||
| Deconsolidation of AgeX | |||||||||
| Sales subsidiary shares and warrants and other transactions - AgeX | |||||||||
| NET INCOME/(LOSS) | (16,505) | (30,032) | 39,310 | 66,725 | (4,215) | (63,548) | |||
| Ending balance | (268,940) | (252,435) | (222,403) | (216,905) | (283,630) | (279,416) | (268,940) | (216,905) | |
| Accumulated Deficit [Member] | Adoption of Leasing Standard [Member] | |||||||||
| Cumulative-effect adjustment for adoption of Accounting Standard Codification | 143 | ||||||||
| Accumulated Deficit [Member] | ASU 2016-01 [Member] | |||||||||
| Cumulative-effect adjustment for adoption of Accounting Standard Codification | 328 | ||||||||
| Accumulated Deficit [Member] | ASU 2014-09 [Member] | |||||||||
| Cumulative-effect adjustment for adoption of Accounting Standard Codification | 1 | 101 | |||||||
| Noncontrolling Interest/(Deficit) [Member] | |||||||||
| Beginning balance | (1,594) | (1,628) | (1,608) | (1,594) | 3,770 | 2,487 | 1,622 | (1,594) | 1,622 |
| Shares issued in connection with the Asterias Merger | |||||||||
| Shares retired in connection with the Asterias Merger | |||||||||
| Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes | |||||||||
| Stock-based compensation | |||||||||
| Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services | |||||||||
| Cumulative-effect adjustment for adoption of Accounting Standard Codification | |||||||||
| Foreign currency translation adjustments/loss | |||||||||
| Shares issued for settlement of Lineage warrants | |||||||||
| Stock-based compensation in subsidiaries | 38 | 278 | 175 | ||||||
| Sale of subsidiary warrants in AgeX | 737 | ||||||||
| Sale of subsidiary shares in AgeX | 5,000 | ||||||||
| Subsidiary financing transactions with noncontrolling interests - AgeX | (3,634) | 103 | |||||||
| Subsidiary financing and other transactions with noncontrolling interests - Cell Cure | (1,973) | 70 | |||||||
| Shares issued through ATM | |||||||||
| Deconsolidation of AgeX | (3,467) | ||||||||
| Sales subsidiary shares and warrants and other transactions - AgeX | 244 | ||||||||
| NET INCOME/(LOSS) | (10) | (20) | (14) | (181) | (431) | (150) | |||
| Ending balance | (1,638) | (1,628) | (1,608) | (1,569) | 3,770 | 2,487 | (1,638) | (1,569) | |
| Accumulated Other Comprehensive Income/(Loss) [Member] | |||||||||
| Beginning balance | $ 1,426 | 207 | 694 | 1,426 | 1,082 | 198 | 451 | 1,426 | 451 |
| Shares issued in connection with the Asterias Merger | |||||||||
| Shares retired in connection with the Asterias Merger | |||||||||
| Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes | |||||||||
| Stock-based compensation | |||||||||
| Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services | |||||||||
| Cumulative-effect adjustment for adoption of Accounting Standard Codification | |||||||||
| Foreign currency translation adjustments/loss | (564) | (487) | (732) | 92 | 884 | 75 | |||
| Shares issued for settlement of Lineage warrants | |||||||||
| Stock-based compensation in subsidiaries | |||||||||
| Sale of subsidiary warrants in AgeX | |||||||||
| Sale of subsidiary shares in AgeX | |||||||||
| Subsidiary financing transactions with noncontrolling interests - AgeX | |||||||||
| Subsidiary financing and other transactions with noncontrolling interests - Cell Cure | |||||||||
| Shares issued through ATM | |||||||||
| Deconsolidation of AgeX | |||||||||
| Sales subsidiary shares and warrants and other transactions - AgeX | |||||||||
| NET INCOME/(LOSS) | |||||||||
| Ending balance | $ (357) | $ 207 | $ 694 | $ 1,174 | $ 1,082 | 198 | $ (357) | $ 1,174 | |
| Accumulated Other Comprehensive Income/(Loss) [Member] | ASU 2016-01 [Member] | |||||||||
| Cumulative-effect adjustment for adoption of Accounting Standard Codification | $ (328) | ||||||||
| X | ||||||||||
- Definition Adjustments to non-controlling interests in sale of subsidiary shares. No definition available.
|
| X | ||||||||||
- Definition Adjustments to non-controlling interests in sale of subsidiary warrants. No definition available.
|
| X | ||||||||||
- Definition Stock-based compensation in subsidiaries. No definition available.
|
| X | ||||||||||
- Definition Deconsolidation of shares. No definition available.
|
| X | ||||||||||
- Definition Deconsolidation of shares, value. No definition available.
|
| X | ||||||||||
- Definition Sales subsidiary shares and warrants and other transactions. No definition available.
|
| X | ||||||||||
- Definition Sales subsidiary shares and warrants and other transactions, shares. No definition available.
|
| X | ||||||||||
- Definition Shares issued through ATM. No definition available.
|
| X | ||||||||||
- Definition Shares issued through ATM, shares. No definition available.
|
| X | ||||||||||
- Definition Shares issued for settlement of warrants, shares. No definition available.
|
| X | ||||||||||
- Definition Shares issued for settlement of warrants. No definition available.
|
| X | ||||||||||
- Definition Subsidiary financing and other transactions with noncontrolling interests. No definition available.
|
| X | ||||||||||
- Definition Subsidiary financing and other transactions with noncontrolling interests shares. No definition available.
|
| X | ||||||||||
- Definition Subsidiary financing transactions with noncontrolling interests. No definition available.
|
| X | ||||||||||
- Definition Subsidiary financing transactions with noncontrolling interests – AgeX, shares. No definition available.
|
| X | ||||||||||
- Definition Amount of the cumulative effect on retained earnings net of related income tax effect. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount after tax, before reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Number of shares issued which are neither cancelled nor held in the treasury. No definition available.
|
| X | ||||||||||
- Definition Number of shares of stock issued during the period pursuant to acquisitions. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Total number of shares issued during the period, including shares forfeited, as a result of Restricted Stock Awards. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares issued during the period related to Restricted Stock Awards, net of any shares forfeited. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number, after forfeiture, of shares or units issued under share-based payment arrangement. Excludes shares or units issued under employee stock ownership plan (ESOP). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Value of stock issued pursuant to acquisitions during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Aggregate value of stock related to Restricted Stock Awards issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Value of stock related to Restricted Stock Awards issued during the period, net of the stock value of such awards forfeited. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Value, after forfeiture, of shares issued under share-based payment arrangement. Excludes employee stock ownership plan (ESOP). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares that have been repurchased and retired during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Equity impact of the value of stock that has been repurchased and retired during the period. The excess of the purchase price over par value can be charged against retained earnings (once the excess is fully allocated to additional paid in capital). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Stock-Based Awards (Details Narrative) - shares |
9 Months Ended | |
|---|---|---|
Mar. 08, 2019 |
Sep. 30, 2019 |
|
| Asterias Biotherapeutics, Inc. [Member] | ||
| Share based compensation, shares | 84,940 | |
| Asterias Biotherapeutics, Inc. [Member] | RSU Award [Member] | ||
| Conversion of shares and common stock issued | 60,304 | |
| 2012 Equity Incentive Plan [Member] | Maximum [Member] | ||
| Number of shares available for grant | 24,000,000 | |
| Asterias 2013 Equity Incentive Plan [Member] | ||
| Number of shares available for grant | 7,309,184 | |
| Asterias 2013 Equity Incentive Plan [Member] | Asterias Biotherapeutics, Inc. [Member] | ||
| Number of shares available for grant | 5,189,520 |
| X | ||||||||||
- Definition The number of new shares issued in the conversion of stock in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The difference between the maximum number of shares (or other type of equity) authorized for issuance under the plan (including the effects of amendments and adjustments), and the sum of: 1) the number of shares (or other type of equity) already issued upon exercise of options or other equity-based awards under the plan; and 2) shares (or other type of equity) reserved for issuance on granting of outstanding awards, net of cancellations and forfeitures, if applicable. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares for which recognition of cost was accelerated for award under share-based payment arrangement. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Stock-Based Awards - Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity (Details) - $ / shares |
7 Months Ended | 9 Months Ended |
|---|---|---|
Sep. 30, 2019 |
Sep. 30, 2019 |
|
| Stock Option Plan of 2012 [Member] | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Shares Available for Grant, Beginning balance | 1,885,000 | |
| Shares Available for Grant, AgeX distribution adjustment | 117,000 | |
| Shares Available for Grant, Restricted stock units vested | ||
| Shares Available for Grant, Additional shares added to Plan | 8,000,000 | |
| Shares Available for Grant, Options granted | (3,526,000) | |
| Shares Available for Grant, Options exercised | ||
| Shares Available for Grant, Options expired/ forfeited/cancelled | 1,883,000 | |
| Shares Available for Grant, Ending balance | 8,359,000 | 8,359,000 |
| Number of Options Outstanding, Beginning balance | 13,867,000 | |
| Number of Options Outstanding, AgeX distribution adjustment | (2,000) | |
| Number of Options Outstanding, Restricted stock units vested | ||
| Number of Options Outstanding, Additional shares added to Plan | ||
| Number of Options Outstanding, Options granted | 3,526,000 | |
| Number of Options Outstanding, Options exercised | ||
| Number of Options Outstanding, Options expired/forfeited/cancelled | (1,883,000) | |
| Number of Options Outstanding, Ending balance | 15,508,000 | 15,508,000 |
| Number of Options Outstanding, Options exercisable | 9,872,000 | 9,872,000 |
| Number of RSUs Outstanding, Beginning balance | 402,000 | |
| Number of RSUs Outstanding, AgeX distribution adjustment | 3,000 | |
| Number of RSUs Outstanding, Restricted stock units vested | (218,000) | |
| Number of RSUs Outstanding, Additional shares added to Plan | ||
| Number of RSUs Outstanding, Options granted | ||
| Number of RSUs Outstanding, Options exercised | ||
| Number of RSUs Outstanding, Options expired/forfeited/cancelled | ||
| Number of RSUs Outstanding, Ending balance | 187,000 | 187,000 |
| Weighted Average Exercise Price of Options Outstanding, beginning balance | $ 2.44 | |
| Weighted Average Exercise Price of Options, AgeX distribution adjustment | ||
| Weighted Average Exercise Price of Options, Restricted stock units vested | ||
| Weighted Average Exercise Price of Options, Additional shares added to Plan | ||
| Weighted Average Exercise Price of Options, Options granted | 1.07 | |
| Weighted Average Exercise Price of Options, Options exercised | ||
| Weighted Average Exercise Price of Options, Options expired/forfeited/cancelled | 2.04 | |
| Weighted Average Exercise Price of Options, Outstanding end balance | $ 2.18 | 2.18 |
| Weighted Average Exercise Price of Options, Options exercisable | $ 2.55 | $ 2.55 |
| Asterias 2013 Equity Incentive Plan [Member] | Asterias Biotherapeutics, Inc. [Member] | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Shares Available for Grant, Beginning balance | 5,190,000 | |
| Shares Available for Grant, Options granted | (490,000) | |
| Shares Available for Grant, Options exercised | ||
| Shares Available for Grant, Options expired/ forfeited/cancelled | 140,000 | |
| Shares Available for Grant, Ending balance | 4,840,000 | 4,840,000 |
| Number of Options Outstanding, Beginning balance | ||
| Number of Options Outstanding, Options granted | 490,000 | |
| Number of Options Outstanding, Options exercised | ||
| Number of Options Outstanding, Options expired/forfeited/cancelled | (140,000) | |
| Number of Options Outstanding, Ending balance | 350,000 | 350,000 |
| Number of Options Outstanding, Options exercisable | ||
| Number of RSUs Outstanding, Beginning balance | ||
| Number of RSUs Outstanding, Options granted | ||
| Number of RSUs Outstanding, Options exercised | ||
| Number of RSUs Outstanding, Options expired/forfeited/cancelled | ||
| Number of RSUs Outstanding, Ending balance | ||
| Weighted Average Exercise Price of Options Outstanding, beginning balance | ||
| Weighted Average Exercise Price of Options, Options granted | 1.59 | |
| Weighted Average Exercise Price of Options, Options exercised | ||
| Weighted Average Exercise Price of Options, Options expired/forfeited/cancelled | 1.63 | |
| Weighted Average Exercise Price of Options, Outstanding end balance | 1.57 | $ 1.57 |
| Weighted Average Exercise Price of Options, Options exercisable |
| X | ||||||||||
- Definition Number of Options Outstanding, Adjustment due to the AgeX Distribution. No definition available.
|
| X | ||||||||||
- Definition Number of RSUs Outstanding, Additional shares. No definition available.
|
| X | ||||||||||
- Definition Number of RSUs Outstanding, Adjustment to restricted stock units due to the AgeX Distribution. No definition available.
|
| X | ||||||||||
- Definition Number of RSUs Outstanding, Restricted stock options exercised. No definition available.
|
| X | ||||||||||
- Definition Number of RSUs Outstanding, Restricted stock units forfeited/cancelled. No definition available.
|
| X | ||||||||||
- Definition Number of RSUs Outstanding, Restricted stock units granted. No definition available.
|
| X | ||||||||||
- Definition The number of available grants during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan). No definition available.
|
| X | ||||||||||
- Definition Number of RSUs Outstanding. No definition available.
|
| X | ||||||||||
- Definition Share based compensation arrangement by share based payment award options additional shares. No definition available.
|
| X | ||||||||||
- Definition Gross number of share options (or share units) granted during the period. No definition available.
|
| X | ||||||||||
- Definition Number of Options Outstanding, RSU vesting. No definition available.
|
| X | ||||||||||
- Definition Share based compensation arrangements by share based payment award options additional shares weighted average exercise price. No definition available.
|
| X | ||||||||||
- Definition Weighted Average Exercise Price of Options, RSUs. No definition available.
|
| X | ||||||||||
- Definition Share based compensation arrangement by share based payment award additional shares. No definition available.
|
| X | ||||||||||
- Definition Shares Available for Grant, Adjustment due to the AgeX Distribution. No definition available.
|
| X | ||||||||||
- Definition Weighted Average Exercise Price of Options, Adjustment due to the AgeX Distribution. No definition available.
|
| X | ||||||||||
- Definition The number of equity-based payment instruments, excluding stock (or unit) options, that vested during the reporting period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Definition The number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition For presentations that combine terminations, the number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan or that expired. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Weighted average price of options that were either forfeited or expired. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Gross number of share options (or share units) granted during the period. No definition available.
|
| X | ||||||||||
- Definition Number of options outstanding, including both vested and non-vested options. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Weighted average price at which option holders acquired shares when converting their stock options into shares. No definition available.
|
| X | ||||||||||
- Definition Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options. No definition available.
|
| X | ||||||||||
- Definition Number of non-vested options outstanding. No definition available.
|
| X | ||||||||||
- Definition Number of non-vested options forfeited. No definition available.
|
| X | ||||||||||
- Definition Number of options vested. No definition available.
|
| X | ||||||||||
- Definition Number of share options (or share units) exercised during the current period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Stock-Based Awards - Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options (Details) - 2012 Plan [Member] |
9 Months Ended | |
|---|---|---|
Sep. 30, 2019 |
Sep. 30, 2018 |
|
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Expected life (in years) | 6 years 4 days | 5 years 8 months 5 days |
| Risk-free interest rates | 2.20% | 2.80% |
| Volatility | 60.90% | 66.20% |
| Dividend yield | 0.00% | 0.00% |
| X | ||||||||||
- Definition The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The risk-free interest rate assumption that is used in valuing an option on its own shares. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Definition Expected term of award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
Stock-Based Awards - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2019 |
Sep. 30, 2018 |
Sep. 30, 2019 |
Sep. 30, 2018 |
|
| Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
| Total stock-based compensation expense | $ 759 | $ 1,310 | $ 2,961 | $ 3,397 |
| Research and Development [Member] | ||||
| Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
| Total stock-based compensation expense | 135 | 166 | 418 | 548 |
| General and Administrative [Member] | ||||
| Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
| Total stock-based compensation expense | $ 624 | $ 1,144 | $ 2,543 | $ 2,849 |
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Definition Amount of noncash expense for share-based payment arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Income Taxes (Details Narrative) - USD ($) |
3 Months Ended | 9 Months Ended | ||||
|---|---|---|---|---|---|---|
Nov. 28, 2018 |
Mar. 23, 2018 |
Sep. 30, 2019 |
Sep. 30, 2018 |
Sep. 30, 2019 |
Sep. 30, 2018 |
|
| Proceeds from issuance of common stock | $ 103,000 | |||||
| Valuation allowance | $ 1,000,000 | 6,600,000 | ||||
| Provision or benefit for income taxes | ||||||
| AgeX Therapeutics, Inc. [Member] | ||||||
| Proceeds from issuance of common stock | $ 3,200,000 | |||||
| Gain on sale of equity method investment | 3,200,000 | $ 3,200,000 | ||||
| Taxable gain | $ 26,400,000 | 2,200,000 | ||||
| Juvenescence Limited [Member] | ||||||
| Taxable gain | $ 29,400,000 | |||||
| Asterias Biotherapeutics, Inc. [Member] | ||||||
| Deferred tax liability | $ 13,000,000 | $ 13,000,000 | ||||
| X | ||||||||||
- Definition Taxable gain. No definition available.
|
| X | ||||||||||
- Definition Amount of deferred tax liability attributable to taxable temporary differences. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of gain (loss) on sale or disposal of an equity method investment. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The cash inflow from the additional capital contribution to the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) in the valuation allowance for a specified deferred tax asset. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Supplemental Cash Flow Information - Schedule of Condensed Consolidated Statements of Cash Flows (Details) - Asterias Biotherapeutics, Inc. [Member] - USD ($) $ in Thousands |
9 Months Ended | |
|---|---|---|
Sep. 30, 2019 |
Sep. 30, 2018 |
|
| Issuance of common shares for the Asterias Merger | $ 32,353 | |
| Assumption of liabilities in the Asterias Merger | 1,136 | |
| Assumptions of warrants in the Asterias Merger | 867 | |
| Issuance of common shares for settlement of Lineage Warrants | $ 332 | |
| X | ||||||||||
- Definition Assumption of liabilities in the Asterias Merger. No definition available.
|
| X | ||||||||||
- Definition Assumptions of warrants in the Asterias Merger. No definition available.
|
| X | ||||||||||
- Definition Issuance of common shares for settlement of warrants. No definition available.
|
| X | ||||||||||
- Definition The fair value of stock issued in noncash financing activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
Commitments and Contingencies (Details Narrative) |
1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Aug. 13, 2019
USD ($)
|
Jan. 28, 2019
USD ($)
|
Jan. 28, 2019
ILS (₪)
|
Jan. 05, 2019
USD ($)
|
Apr. 02, 2018
USD ($)
|
Apr. 02, 2018
ILS (₪)
|
Jan. 28, 2018
ft²
m²
|
Aug. 31, 2019
USD ($)
|
May 31, 2019
ft²
|
Jan. 31, 2019
USD ($)
|
Dec. 31, 2015
ft²
Subsidiary
|
Sep. 30, 2019
USD ($)
ft²
m²
|
Sep. 30, 2018
USD ($)
|
Sep. 30, 2019
USD ($)
ft²
m²
|
Sep. 30, 2018
USD ($)
|
Sep. 30, 2019
ILS (₪)
ft²
m²
|
Aug. 01, 2019
USD ($)
ft²
|
Feb. 01, 2019
USD ($)
|
Jan. 24, 2019
USD ($)
|
Dec. 31, 2018
USD ($)
|
|
| Operating Leased Assets [Line Items] | ||||||||||||||||||||
| Leasehold improvement construction in progress | $ 1,268,000 | |||||||||||||||||||
| Cash fee | 537,000 | $ 542,000 | 1,932,000 | $ 1,325,000 | ||||||||||||||||
| Access fees | $ 1,250,000 | |||||||||||||||||||
| Amortized upfront payment fee | 600,000 | 1,900,000 | ||||||||||||||||||
| Loss contingency, agreed-in-principle fee claim | $ 200,000 | |||||||||||||||||||
| Minimum [Member] | ||||||||||||||||||||
| Operating Leased Assets [Line Items] | ||||||||||||||||||||
| Minimum annual maintenance fees | 135,000 | |||||||||||||||||||
| Maximum [Member] | ||||||||||||||||||||
| Operating Leased Assets [Line Items] | ||||||||||||||||||||
| Minimum annual maintenance fees | 150,000 | |||||||||||||||||||
| Research and Option Agreement [Member] | Orbit Biomedical Limited [Member] | ||||||||||||||||||||
| Operating Leased Assets [Line Items] | ||||||||||||||||||||
| Access fees payable | $ 2,500,000 | $ 1,250,000 | 1,250,000 | |||||||||||||||||
| Collaborative research activities description | The access fees payable by Lineage to Orbit for its technology and the injection device are $2.5 million in the aggregate, of which $1.25 million was paid in January 2019 upon execution of the Orbit Agreement and the remaining $1.25 million payment is due on the earlier of (i) six months from the Orbit Agreement date or, (ii) upon completion of certain collaborative research activities using the Orbit technology for the OpRegen Phase I/IIa clinical trial, as specified in the Orbit Agreement. In addition to the access fees, Lineage will pay Orbit for costs of consumables, training services, travel costs and other out of pocket expenses incurred by Orbit for performing services under the Orbit Agreement. Lineage has exclusive rights to the Orbit technology and its injection device for the treatment of dry-AMD during the term of the Orbit Agreement and may extend the term for an additional three months by paying Orbit a cash fee of $500,000. | |||||||||||||||||||
| Cash fee | $ 500,000 | |||||||||||||||||||
| Cell Cure [Member] | ||||||||||||||||||||
| Operating Leased Assets [Line Items] | ||||||||||||||||||||
| Lease area | m² | 934 | |||||||||||||||||||
| Lease, renewal term | 5 years | |||||||||||||||||||
| Area of land | ft² | 10,054 | |||||||||||||||||||
| Base rent and construction allowance per month | $ 26,000 | |||||||||||||||||||
| Cell Cure [Member] | NIS [Member] | ||||||||||||||||||||
| Operating Leased Assets [Line Items] | ||||||||||||||||||||
| Base rent and construction allowance per month | ₪ | ₪ 93,827 | |||||||||||||||||||
| Office Space in New York City [Member] | ||||||||||||||||||||
| Operating Leased Assets [Line Items] | ||||||||||||||||||||
| Base rent | $ 5,050 | $ 5,050 | ||||||||||||||||||
| Area of land | ft² | 900 | 900 | 900 | |||||||||||||||||
| Alameda Lease [Member] | ||||||||||||||||||||
| Operating Leased Assets [Line Items] | ||||||||||||||||||||
| Lease area | ft² | 30,795 | 7,000 | ||||||||||||||||||
| Number of buildings for lease | Subsidiary | 2 | |||||||||||||||||||
| Lease commencement date | Feb. 01, 2016 | |||||||||||||||||||
| Lease expiration date | Jan. 31, 2023 | |||||||||||||||||||
| Lease, renewal term | 5 years | |||||||||||||||||||
| Base rent | $ 17,850 | $ 70,521 | ||||||||||||||||||
| Base rent increase rate | 3.00% | 3.00% | ||||||||||||||||||
| Security deposit | $ 78,000 | $ 78,000 | $ 17,850 | $ 424,000 | ||||||||||||||||
| Security deposit reduction in value | $ 78,000 | |||||||||||||||||||
| Carlsbad Lease [Member] | ||||||||||||||||||||
| Operating Leased Assets [Line Items] | ||||||||||||||||||||
| Lease area | ft² | 8,841 | |||||||||||||||||||
| Lease commencement date | Aug. 01, 2019 | |||||||||||||||||||
| Lease expiration date | Oct. 31, 2022 | |||||||||||||||||||
| Office and Laboratory Space, Jerusalem, Israel [Member] | ||||||||||||||||||||
| Operating Leased Assets [Line Items] | ||||||||||||||||||||
| Base rent | $ 11,000 | $ 11,000 | ||||||||||||||||||
| Construction allowances of leasehold improvements | $ 1,100,000 | |||||||||||||||||||
| Office and Laboratory Space, Jerusalem, Israel [Member] | NIS [Member] | ||||||||||||||||||||
| Operating Leased Assets [Line Items] | ||||||||||||||||||||
| Base rent | ₪ | ₪ 37,882 | |||||||||||||||||||
| Construction allowances of leasehold improvements | ₪ | ₪ 4,000,000 | |||||||||||||||||||
| Office and Laboratory Space, Jerusalem, Israel [Member] | Cell Cure [Member] | ||||||||||||||||||||
| Operating Leased Assets [Line Items] | ||||||||||||||||||||
| Lease area | m² | 728.5 | 728.5 | 728.5 | |||||||||||||||||
| Lease expiration date | Dec. 31, 2025 | Dec. 31, 2020 | ||||||||||||||||||
| Lease, renewal term | 5 years | 5 years | 5 years | |||||||||||||||||
| Area of land | ft² | 7,842 | 7,842 | 7,842 | |||||||||||||||||
| Lease option to extend, description | Lease that expires on December 31, 2025, with two options to extend the lease for 5 years each (the "January 2018 Lease"). | |||||||||||||||||||
| January 2018 Lease [Member] | ||||||||||||||||||||
| Operating Leased Assets [Line Items] | ||||||||||||||||||||
| Leasehold improvement construction in progress | 1,100,000 | |||||||||||||||||||
| Deposit | $ 388,000 | |||||||||||||||||||
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- Definition Access fees. No definition available.
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- Definition Access fees payable. No definition available.
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- Definition Amortized upfront payment fee. No definition available.
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- Definition Refers to the base monthly rent as per lease agreement. No definition available.
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- Definition Base rent and construction allowance per month. No definition available.
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- Definition This refer to base rent increase rate per year as per lease agreement. No definition available.
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- Definition Collaborative research activities description. No definition available.
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- Definition Date which lease or group of leases is set to commence, in CCYY-MM-DD format. No definition available.
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- Definition Minimum annual maintenance fees. No definition available.
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- Definition Refers to number of buildings in which rentable space is taken on lease. No definition available.
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- Definition Refers to value by which the security deposit has been reduced after first twenty-four months of lease term. No definition available.
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- Definition Area of land held. No definition available.
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- Definition Amount of structure or a modification to a structure under construction. Includes recently completed structures or modifications to structures that have not been placed into service. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The carrying amount of the asset transferred to a third party to serve as a deposit, which typically serves as security against failure by the transferor to perform under terms of an agreement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Area of land subject to a ground lease. No definition available.
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- Definition Date which lease or group of leases is set to expire, in CCYY-MM-DD format. No definition available.
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- Definition Description of terms and conditions of option to extend lessee's operating lease. Includes, but is not limited to, information about option recognized as part of right-of-use asset and lease liability. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Term of lessee's operating lease renewal, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of damages awarded to the plaintiff in the legal matter. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
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- Definition Amount of cash outflow for fees classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount capitalized of allowance for funds used during construction. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The amount of an asset, typically cash, provided to a counterparty to provide certain assurance of performance by the entity pursuant to the terms of a written or oral agreement, such as a lease. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Commitments and Contingencies - Schedule of Supplemental Cash Flow Information Related to Leases (Details) $ in Thousands |
9 Months Ended |
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Sep. 30, 2019
USD ($)
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| Commitments and Contingencies Disclosure [Abstract] | |
| Operating cash flows from operating leases | $ 1,026 |
| Operating cash flows from financing leases | 24 |
| Financing cash flows from financing leases | 20 |
| Right of use assets obtained in exchange for lease obligations: Operating leases | 89 |
| Right of use assets obtained in exchange for lease obligations: Financing leases |
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- Definition Operating cash flows from financing leases. No definition available.
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- References No definition available.
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- Definition Amount of cash outflow for principal payment on finance lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of cash outflow from operating lease, excluding payments to bring another asset to condition and location necessary for its intended use. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of increase in right-of-use asset obtained in exchange for finance lease liability. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Amount of increase in right-of-use asset obtained in exchange for operating lease liability. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Commitments and Contingencies - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands |
Sep. 30, 2019 |
Jan. 02, 2019 |
Dec. 31, 2018 |
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| Commitments and Contingencies Disclosure [Abstract] | |||
| Right-of-use assets, net | $ 4,950 | ||
| Right-of-use lease liabilities, current | 1,105 | ||
| Right-of-use lease liabilities, noncurrent | 4,087 | $ 1,854 | |
| Total operating lease liabilities | 5,193 | $ 2,000 | |
| Property and equipment, gross | 146 | ||
| Accumulated depreciation | (42) | ||
| Property and equipment, net | 104 | ||
| Current liabilities | 33 | ||
| Long-term liabilities | 87 | $ 104 | |
| Total finance lease liabilities | $ 120 | ||
| Weighted average remaining lease term Operating leases | 4 years 3 months 19 days | ||
| Weighted average remaining lease term Finance leases | 3 years 8 months 12 days | ||
| Weighted average discount rate Operating leases | 9.10% | ||
| Weighted average discount rate Finance leases | 10.00% |
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- Definition Accumulated depreciation. No definition available.
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- Definition Property and equipment, gross. No definition available.
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- Definition Property and equipment, net. No definition available.
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- Definition Finance leases liability current. No definition available.
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- References No definition available.
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- Definition Present value of lessee's discounted obligation for lease payments from finance lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Present value of lessee's discounted obligation for lease payments from finance lease, classified as noncurrent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Weighted average discount rate for finance lease calculated at point in time. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Weighted average remaining lease term for finance lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Present value of lessee's discounted obligation for lease payments from operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Present value of lessee's discounted obligation for lease payments from operating lease, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of lessee's right to use underlying asset under operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Weighted average discount rate for operating lease calculated at point in time. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Weighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Commitments and Contingencies - Schedule of Future Minimum Lease Commitments (Details) - USD ($) $ in Thousands |
Sep. 30, 2019 |
Jan. 02, 2019 |
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| Commitments and Contingencies Disclosure [Abstract] | ||
| 2019 | $ 339 | |
| 2020 | 1,589 | |
| 2021 | 1,528 | |
| 2022 | 1,508 | |
| 2023 | 397 | |
| Thereafter | 1,015 | |
| Total lease payments | 6,376 | |
| Less imputed interest | (1,183) | |
| Total | 5,193 | $ 2,000 |
| 2019 | 11 | |
| 2020 | 43 | |
| 2021 | 36 | |
| 2022 | 36 | |
| 2023 | 15 | |
| Thereafter | ||
| Total lease payments | 141 | |
| Less imputed interest | (21) | |
| Total | $ 120 |
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- References No definition available.
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- Definition Present value of lessee's discounted obligation for lease payments from finance lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of lessee's undiscounted obligation for lease payments for finance lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of lessee's undiscounted obligation for lease payments for finance lease, due after fifth fiscal year following latest fiscal year. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of lessee's undiscounted obligation for lease payments for finance lease, due in fifth fiscal year following latest fiscal year. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of lessee's undiscounted obligation for lease payments for finance lease, due in fourth fiscal year following latest fiscal year. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of lessee's undiscounted obligation for lease payments for finance lease, due in third fiscal year following latest fiscal year. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of lessee's undiscounted obligation for lease payments for finance lease, due in second fiscal year following latest fiscal year. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of lessee's undiscounted obligation for lease payments for finance lease, due in remainder of fiscal year following latest fiscal year ended. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for finance lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of lessee's undiscounted obligation for lease payments for operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of lessee's undiscounted obligation for lease payments for operating lease, due after fifth fiscal year following latest fiscal year. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of lessee's undiscounted obligation for lease payments for operating lease, due in fifth fiscal year following latest fiscal year. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of lessee's undiscounted obligation for lease payments for operating lease, due in fourth fiscal year following latest fiscal year. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of lessee's undiscounted obligation for lease payments for operating lease, due in third fiscal year following latest fiscal year. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of lessee's undiscounted obligation for lease payments for operating lease, due in second fiscal year following latest fiscal year. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of lessee's undiscounted obligation for lease payments for operating lease having an initial or remaining lease term in excess of one year due in remainder of fiscal year following latest fiscal year. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Present value of lessee's discounted obligation for lease payments from operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Subsequent Events (Details Narrative) - Subsequent Event [Member] - Hadasit Bio-Holdings, Ltd [Member] $ in Thousands |
Nov. 10, 2019
USD ($)
shares
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| Sale of stock, number of shares sold | 400,000 |
| Sale of stock, consideration received | $ | $ 500 |
| Number of shares held | 495,317 |
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- Definition Sale Of Stock, remaining number of shares held. No definition available.
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- Definition Cash received on stock transaction after deduction of issuance costs. No definition available.
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- Definition The number of shares issued or sold by the subsidiary or equity method investee per stock transaction. No definition available.
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