0000950170-24-027988 | 10-K | XBRL Viewer | Lineage Cell Therapeutics INC

Stock-Based Awards (Tables)

12 Months Ended

Dec. 31, 2023

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:


	Year ended December 31,
	2023			2022
Expected life (in years)		6.20			6.21
Risk-free interest rates		4.2	%		2.4	%
Volatility		74.7	%		73.7	%
Dividend yield		—			—

Schedule of Stock Based Compensation Expense

Operating expenses include stock-based compensation expense as follows (in thousands):


	Year ended December 31,
	2023		2022
Research and development	$	794	$	747
General and administrative		3,846		3,540
Total stock-based compensation expense	$	4,640	$	4,287

2021 Equity Incentive Plan [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of Share-based Compensation Activity

A summary of activity under the 2021 Plan is as follows (in thousands, except per share amounts):


	Number of Options Outstanding (in thousands)			Weighted Average Exercise Price (per share)		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Balance at December 31, 2022		6,001		$	1.40		8.58	$	—
Options granted		5,758		$	1.45
Options expired/forfeited/cancelled		(935	)	$	1.43
Balance at December 31, 2023		10,824		$	1.42		8.63	$	4
Options exercisable at December 31, 2023		2,593		$	1.41		7.75	$	—
Options exercisable and expected to vest at December 31, 2023		10,824		$	1.42		8.63	$	4


	Number of RSUs Outstanding			Weighted Average Grant Date Fair Value per Share
Balance at December 31, 2022		939		$	1.09
RSUs forfeited		(191	)	$	0.85
RSUs vested		(80	)	$	1.50
Balance at December 31, 2023		668		$	1.11

2012 Equity Incentive Plan and 2018 Inducement Option [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of Share-based Compensation Activity

A summary of activity of the 2012 Plan, and the 2018 inducement option (which was issued to a Lineage executive outside of all equity plans), is as follows (in thousands, except per share amounts):


	Number of Options Outstanding (in thousands)			Weighted Average Exercise Price (per share)		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Balance at December 31, 2022		12,172		$	1.83		5.69	$	1,364
Options exercised		(66	)	$	0.84
Options expired/forfeited/cancelled		(1,267	)	$	1.83
Balance at December 31, 2023		10,839		$	1.83		5.30	$	1,047
Options exercisable at December 31, 2023		9,591		$	1.78		5.05	$	984
Options exercisable and expected to vest at December 31, 2023		10,839		$	1.83		5.30	$	1,047

- 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.

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+ Details

Segment Information - Additional Information (Details)	12 Months Ended
Segment Information - Additional Information (Details)	Dec. 31, 2023 Segment
Segment Reporting [Abstract]
Number of operating segments	1

Stock-Based Awards - Schedule of Share-based Compensation Activity (Details) (Parenthetical)	12 Months Ended
	Dec. 31, 2023 shares
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of restricted stock units, granted	0

- 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.

+ References

+ Details

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
NET LOSS	$ (21,479)	$ (26,353)
Other comprehensive loss, net of tax:
Foreign currency translation adjustment	353	1,790
Unrealized gain (loss) on marketable debt securities	150	(150)
COMPREHENSIVE LOSS	(20,976)	(24,713)
Less: Comprehensive (income) loss attributable to noncontrolling interest	(7)	80
COMPREHENSIVE LOSS ATTRIBUTABLE TO LINEAGE COMMON SHAREHOLDERS	$ (20,983)	$ (24,633)

- 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.

+ References + Details

- 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.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-2

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Reference 39: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Marketable Equity Securities

12 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Marketable Equity Securities

5. Marketable Equity Securities

Marketable equity securities are reported at fair value with unrealized gains and losses related to mark-to-market adjustments included in income. Lineage’s marketable equity securities consist of the shares of stock of OncoCyte Corporation and Hadasit Bio-Holdings Ltd (“HBL”). All share prices are determined based on the closing price of OncoCyte and HBL common stock on the last day of the applicable quarter, or the last trading day of the applicable quarter, if the last day of a quarter fell on a day that was not a trading day.

As of December 31, 2023, Lineage owned approximately 7,500 shares of OncoCyte common stock, which had a fair value of $19,000 based on the closing price of OncoCyte common stock of $2.50 per share on that date. As of December 31, 2022, Lineage owned approximately 56,000 shares of OncoCyte common stock, which had a fair value of $0.4 million based on the closing price of OncoCyte common stock of $6.42 per share on that date. The fair market value of the HBL shares was $31,000 and $62,000 as of December 31, 2023 and 2022.

The following table represents the realized and unrealized loss on marketable equity securities (in thousands):


	Year Ended December 31,
	2023			2022
Loss on marketable equity securities, net	$	(176	)	$	(2,194	)
Less: Loss recognized in earnings on marketable equity securities sold		23			-
Unrealized loss recognized on marketable equity securities held at end of period, net	$	(153	)	$	(2,194	)

Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Retirement Benefits [Abstract]
Safe harbour contribution, maximum contribution percentage	5.00%	5.00%
Expenses related to safe harbor contribution	$ 0.2	$ 0.2

Commitments and Contingencies - Schedule of Future Minimum Lease Commitments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
Total	$ 2,809	$ 3,776
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
Total	143	$ 120
Operating Lease [Member]
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
2024	953
2025	882
2026	644
2027	683
Total lease payments	3,162
Less imputed interest	(353)
Total	2,809
Financing Leases [Member]
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
2024	62
2025	51
2026	26
2027	20
Total lease payments	159
Less imputed interest	(16)
Total	$ 143

Revenue (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregated Revenues

Our disaggregated revenues were as follows (in thousands):


	Year Ended December 31,
	2023		2022
Revenues under collaborative agreements
Upfront license fees (1)	$	7,588	$	13,367
Total revenues under collaborative agreements		7,588		13,367

Royalties, license and other revenues (2)		1,357		1,336

Total revenue	$	8,945	$	14,703

(1)

All of the upfront license fee revenue recognized each period was included within deferred revenue as contract liabilities at the beginning of the period. This revenue originated from the $50.0 million upfront payment under the Roche Agreement.

(2)

Of the royalties, license and other revenues recognized each period, $87,000 and $0 was included within deferred revenues as contract liabilities as of January 1, 2023 and 2022, respectively.

Schedule of Contract with Customer Contract Liability and Receivable

Accounts receivable, net, and deferred revenues (contract liabilities) from contracts with customers, including collaboration partners, consisted of the following (in thousands):


	December 31, 2023		December 31, 2022
Accounts receivable, net - beginning of the period (1)	$	297	$	50,640
Accounts receivable, net - end of the period (1)	$	676	$	297

Contract liabilities (1)(2)
Deferred revenues - beginning of the period	$	37,146	$	50,500
Deferred revenues - end of the period	$	29,501	$	37,146

(1)

Excludes amounts outside the scope of ASU 2014-09 - Revenue from Contracts with Customers (Topic 606).

(2)

As of December 31, 2023 and 2022, $10.8 million and $9.4 million, respectively, was recorded within current deferred revenues with the remainder included within long-term deferred revenue on the consolidated balance sheet.

Schedule of Collaboration Agreements

The following table presents amounts under our collaboration agreements included in the transaction price (i.e., cumulative amounts triggered or probable) as of December 31, 2023 (in thousands):


	Upfront(1)		Development(2)		Reimbursements(3)		Total
Collaboration partner and agreement date:
ITI (April 2021)(4)	$	500	$	500	$	2,220	$	3,220
Roche (December 2021)(5)		50,000		—		—		50,000
Total amounts under our collaboration agreements included in the transaction price	$	50,500	$	500	$	2,220	$	53,220

(1)

Upfront license fees.

(2)

Event-based development and regulatory milestones amounts.

(3)

Reimbursements and costs-sharing payments.

(4)

Regarding the accounting treatment for the collaborative agreement, the license and related development deliverables were determined to be highly interdependent and interrelated and have been combined as one performance obligation. Delivery is determined to be over time and revenue will be recognized utilizing an input method of costs incurred over total estimated costs in the work plan. The regulatory milestones are variable considerations that are fully constrained until the uncertainty of each milestone has been resolved. Sales-based milestones and royalties are variable considerations that will not be included in the transaction price until the related commercialization and sales have occurred. The cost reimbursements are considered variable consideration and are included in the transaction price. Revenues related to the cost reimbursements are presented gross on the consolidated statement of operations instead of a reduction to the costs being reimbursed. We currently estimate the unsatisfied performance obligations within the contract to be completed during the year ending December 31, 2024.

(5)

Regarding the accounting treatment for the collaborative agreement, the license, technology transfer and related clinical deliverables were determined to be highly interdependent and interrelated and have been combined as one performance obligation. Delivery is determined to be over time and revenue will be recognized utilizing an input method of costs incurred over total estimated costs to complete the performance obligation. A material customer option for additional goods and services was included in the transaction price, and $12.0 million of the transaction price was allocated to the second performance obligation. The option will be recognized when the customer exercises the option or when this option expires. Regulatory and development milestones are variable considerations that are fully constrained until the uncertainty of each milestone has been resolved. Sales-based milestones and royalties are variable considerations that will not be included in the transaction price until the related commercialization milestones and sales targets have occurred. We currently estimate the unsatisfied performance obligations within the contract to be completed by December 31, 2026.

Marketable Equity Securities - Additional Information (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
OncoCyte Corporation [Member]
Investment owned balance, shares	7,500	56,000
Investment owned, at fair value	$ 19,000	$ 400,000
Share price per share	$ 2.5	$ 6.42
HBL
Investment owned, at fair value	$ 31,000	$ 62,000

- Definition

Fair value of investment in security owned.

+ References

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+ Details

Schedule of Lineage’s Ownership of Outstanding Shares of its Subsidiaries (Details)

12 Months Ended

Dec. 31, 2022

Dec. 31, 2023

Jul. 31, 2022

Cell Cure Neurosciences Ltd [Member]

Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]

Field of business description

^[1],[2]

Manufacturing of Lineage’s product candidates

Ownership percentage by parent

94.00%

^[1],[2]

94.00%

Es CellInternational Pte Ltd [Member]

Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]

Field of business description

Research and clinical grade cell lines

Ownership percentage by parent

100.00%

[1]	In July 2022, Hadasit Bio-Holdings Ltd. exercised warrants to purchase 21,999 ordinary shares of Cell Cure Neurosciences Ltd. ("Cell Cure"). Lineage’s ownership percentage of Cell Cure decreased to approximately 94% as a result of the warrant exercise. As of December 31, 2023, our ownership percentage of Cell Cure was approximately 94%.
[2]	Includes shares owned by Lineage and ES Cell International Pte. Ltd.

Revenue - Schedule of Contract with Customer Contract Liability and Receivable (Details) - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

Accounts receivable, net - beginning of the period

^[1]

$ 297

$ 50,640

Accounts receivable, net - end of the period

^[1]

676

297

Deferred revenues - beginning of the period

^[1],[2]

37,146

50,500

Deferred revenues - end of the period

^[1],[2]

$ 29,501

$ 37,146

[1]	Excludes amounts outside the scope of ASU 2014-09 - Revenue from Contracts with Customers (Topic 606).
[2]	As of December 31, 2023 and 2022, $10.8 million and $9.4 million, respectively, was recorded within current deferred revenues with the remainder included within long-term deferred revenue on the consolidated balance sheet.

Selected Quarterly Financial Information - Schedule of Selected Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Quarterly Financial Information Disclosure [Abstract]
Revenues	$ 2,088	$ 1,246	$ 3,225	$ 2,386	$ 1,915	$ 2,998	$ 4,553	$ 5,237	$ 8,945	$ 14,703
Operating expenses	8,194	7,782	8,122	8,909	8,452	8,014	8,572	11,457	33,007	36,495
Loss from operations	(6,362)	(6,705)	(5,024)	(6,642)	(6,639)	(5,251)	(4,234)	(6,396)	(24,733)	(22,520)
Net loss attributable to Lineage Cell Therapeutics, Inc.	$ (4,775)	$ (7,110)	$ (5,229)	$ (4,372)	$ (6,354)	$ (6,069)	$ (6,763)	$ (7,087)	$ (21,486)	$ (26,273)
Basic net loss per share	$ (0.03)	$ (0.04)	$ (0.03)	$ (0.03)	$ (0.03)	$ (0.04)	$ (0.04)	$ (0.04)	$ (0.12)	$ (0.15)
Diluted net loss per share	$ (0.03)	$ (0.04)	$ (0.03)	$ (0.03)	$ (0.03)	$ (0.04)	$ (0.04)	$ (0.04)	$ (0.12)	$ (0.15)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

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+ Details

- 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.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

+ Details

Marketable Debt Securities - Additional Information (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Line Items]
Marketable securities	$ 0.1	$ 46.0
Cash equivalents [Member]
Cash and Cash Equivalents [Line Items]
Marketable securities	$ 8.9

Stock-Based Awards - Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected life (in years)	6 years 2 months 12 days	6 years 2 months 15 days
Risk-free interest rates	4.20%	2.40%
Volatility	74.70%	73.70%
Dividend yield	0.00%	0.00%

- 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.

+ References

+ Details

Accounts Payable and Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Liabilities

At December 31, 2023 and 2022, accounts payable and accrued liabilities consist of the following (in thousands):


	December 31, 2023		December 31, 2022
Accounts payable	$	2,050	$	2,393
Accrued compensation		3,123		2,382
Accrued liabilities		1,097		3,833
Total	$	6,270	$	8,608

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Accumulated depreciation and amortization	$ (7,238)	$ (5,850)
Property and equipment, net	4,767	5,673
Equipment Furniture And Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,614	3,264
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,313	2,150
Right-of-use assets - Operating Lease [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	5,880	5,988
Right-of-use assets - Finance Lease [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 198	$ 121

Marketable Debt Securities - Schedule of Amortized cost And Estimated fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Abstract]
Amortized cost, In one year or less	$ 8,855
Estimated fair value, In one year or less	8,856
Amortized cost, Total available-for-sale debt securities	8,855	$ 46,247
Estimated fair value, Total available-for-sale debt securities	$ 8,856	$ 46,097

Revenue - Schedule of Collaboration Agreements (Details) (Paranthetical) - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Transaction price

^[1],[2]

$ 29,501

$ 37,146

$ 50,500

Collaborative Arrangement [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Transaction price

$ 53,220

Collaborative Arrangement [Member] | Second Performance Obligation [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Transaction price

$ 12,000

[1]	As of December 31, 2023 and 2022, $10.8 million and $9.4 million, respectively, was recorded within current deferred revenues with the remainder included within long-term deferred revenue on the consolidated balance sheet.
[2]	Excludes amounts outside the scope of ASU 2014-09 - Revenue from Contracts with Customers (Topic 606).

Property and Equipment, Net

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

6. Property and Equipment, Net

At December 31, 2023 and 2022, property and equipment, net was comprised of the following (in thousands):


	December 31, 2023			December 31, 2022
Equipment, furniture and fixtures	$	3,614		$	3,264
Leasehold improvements		2,313			2,150
Right-of-use assets - Operating Lease		5,880			5,988
Right-of-use assets - Finance Lease		198			121
Accumulated depreciation and amortization		(7,238	)		(5,850	)
Property and equipment, net	$	4,767		$	5,673

Depreciation and amortization expense amounted to $562,000 and $582,000 for the years ended December 31, 2023 and 2022, respectively. Additionally, amortization expense for right-of-use finance lease assets amounted to $50,000 and $14,000 for the years ended December 31, 2023 and 2022, respectively.

Organization, Basis of Presentation and Liquidity - Additional Information (Details) - USD ($) $ in Thousands			1 Months Ended		12 Months Ended
	Feb. 08, 2024	Dec. 17, 2021	Jan. 31, 2022	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Amount of grants received					$ 14,300
Cash and cash equivalents and marketable securities					35,500
Marketable Securities					100	$ 46,000
Proceeds from issuance of common stock					6,625	$ 148
Sales Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from issuance of common stock					6,400
Parent Company [Member] \| Sales Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Amount reserved for future issuance					57,200
Proceeds from issuance of common stock					6,900
Subsequent Event
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from issuance of common stock	$ 13,800
Roche Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment		$ 50,000	$ 50,000	$ 50,000	$ 50,000
Maximum milestone payments to be received upon performance conditions			$ 620,000	$ 620,000

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

13. Income Taxes

For the year ended December 31, 2023, Lineage recorded a $1.8 million deferred tax benefit, due to the ability to offset certain deferred tax assets against the deferred tax liability associated with IPR&D, and the related release of the valuation allowance. It was determined that a portion of the deferred tax liability related to the indefinite lived assets may be realized prior to the expiration of certain pre 2018 net operating losses. For the year ended December 31, 2022, Lineage did not record a tax provision or deferred tax benefit.

For the year ended December 31, 2022, Lineage recorded a withholding tax of $0.5 million on interest expense deemed paid to Lineage from Cell Cure on the purchase of intellectual property pursuant to the U.S. Israeli tax treaty. There was no comparable tax expense for the year ended December 31, 2023.

The domestic and foreign breakout of loss before net income tax benefit was as follows:


	Year Ended December 31,
	2023			2022
Domestic	$	(23,402	)	$	(22,961	)
Foreign		120			(2,851	)
Loss before net income tax benefit	$	(23,282	)	$	(25,812	)

Income taxes differed from the amounts computed by applying the indicated current U.S. federal income tax rate to pretax losses from operations as a result of the following:


	Year Ended December 31,
	2023			2022
Computed tax benefit at federal statutory rate		21	%		21	%
Research and development and other credits		(1	)%		3	%
Withholding tax		—	%		(2	)%
Permanent differences		(1	)%		(2	)%
Change in valuation allowance		(12	)%		(28	)%
State tax benefit		2	%		7	%
GILTI inclusion		(1	)%		(1	)%
Income tax benefit (expense)		8	%		(2	)%

The primary components of the deferred tax assets and liabilities at December 31, 2023 and 2022 were as follows (in thousands):


Deferred tax assets/(liabilities):	December 31, 2023			December 31, 2022
Net operating loss carryforwards	$	63,461		$	58,816
Research and development and other credits		8,890			10,463
Patents and licenses		1,606			1,500
Stock-based compensation		3,117			2,308
Operating lease liability		240			—
Capitalized research expense		6,217			3,066
Other		1,707			2,555
Total deferred tax assets		85,238			78,708
Valuation allowance		(80,513	)		(78,209	)
Deferred tax assets, net of valuation allowance		4,725			499

Operating lease ROU assets		(221	)		(4	)
Intangibles		(4,771	)		(2,464	)
Marketable securities at fair value		(6	)		(107	)
Total deferred tax liabilities		(4,998	)		(2,575	)

Net deferred tax liabilities	$	(273	)	$	(2,076	)

Lineage has established an accrual for uncertain tax positions related to its U.S. research and development credits. As of December 31, 2023 and 2022, there was no accrued interest related to uncertain tax positions. Lineage does not believe it is reasonably possible that its unrecognized tax benefits will significantly change in the next twelve months. A reconciliation of beginning and ending balances for unrecognized tax benefits is as follows (in thousands):


	Year Ended December 31,
	2023		2022
Balance at the beginning of the period	$	—	$	—
Additions for tax positions related to the current year		354		—
Additions for tax positions related to prior years		2,609		—
Reductions for tax positions related to prior years		—		—
Reductions related to settlements		—		—
Reductions related to a lapse of statute		—		—
Balance at the end of the period	$	2,963	$	—

Under ASC 740, a valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. 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, including foreign net operating losses generated by its subsidiaries.

As of December 31, 2023 and 2022, Lineage had gross federal net operating loss carryforwards, of approximately $163.1 million and $150.6 million, respectively. The pre-2018 federal net operating loss carryforwards expire in varying amounts between 2030 and 2037. The post-2017 federal net operating loss carryforwards can be carried forward indefinitely and can only offset 80 percent of taxable income. As of December 31, 2023 and 2022, Lineage’s foreign subsidiaries had net operating loss carryforwards of approximately $64.8 and $66.6 million, respectively, which carryforward indefinitely.

As of December 31, 2023 and 2022, Lineage has net operating losses of $188.8 million and $160.2 million, respectively for state tax purposes. The California net operating losses expire in varying amounts between 2030 and 2043.

As of December 31, 2023 and 2022, Lineage had research tax credit carryforwards for federal tax purposes of $4.3 million and $4.5 million, respectively. These tax credits reflect the amounts for Lineage and its’ domestic subsidiaries. For federal purposes, the credits generated each year have a carryforward period of 20 years. The federal tax credits expire in varying amounts between 2023 and 2043.

As of December 31, 2023 and 2022, Lineage had research tax credit carryforwards for California tax purposes of $4.6 million and $6.0 million, respectively. These tax credits reflect the amounts for Lineage and its’ domestic subsidiaries. The state tax credits have no expiration period.

On December 17, 2021, Lineage and its subsidiary, Cell Cure, entered into a Collaboration and License Agreement with Roche, wherein Lineage granted to Roche exclusive worldwide rights to develop and commercialize RPE cell therapies. Under the agreement Roche paid Lineage a $50.0 million upfront payment, which was received in January of 2022. See Note 14 (Commitments and Contingencies) for additional information.

For the tax years beginning on or after January 1, 2022, the Tax Cuts and Jobs Act of 2017 (“TCJA”) eliminates the option to currently deduct research and development expenses and requires taxpayers to capitalize and amortize them over five years for research activities performed in the United States and 15 years for research activities performed outside the United States pursuant to IRC Section 174. Although Congress is considering legislation that would repeal and defer this capitalization and amortization requirement for research activities performed in the United States, it is not certain that this provision will be repealed or otherwise modified. If the requirement is not repealed or replaced, it will continue to defer our tax deduction for research and development expense in future years.

During December 2021, in an intercompany transaction, Lineage acquired the economic rights to Cell Cure’s interest in certain intellectual property. This transaction generated a gain to Cell Cure of $31.7 million which was fully offset by net operating loss carryforwards in Israel. For book and California income tax purposes, this transaction eliminates in consolidation. For federal income tax purposes, the activities of our foreign subsidiaries are not included in the consolidated tax return. However, under the regulations related to global intangible low-taxed income (“GILTI”), the profits of our foreign subsidiaries may be included, see further discussion below.

The 2017 Tax Act subjects a U.S. stockholder to GILTI earned by certain foreign subsidiaries. In general, GILTI is the excess of a U.S. stockholder’s total net foreign income over a deemed return on tangible assets. The provision further allows a deduction of 50% of GILTI, however this deduction is limited to the company’s pre-GILTI U.S. income. For the years ended December 31, 2023 and 2022, Lineage’s combined foreign entities generated a profit arising from intercompany transactions. As a result, there was an inclusion of $1.1 million and $1.7 million for GILTI purposes for 2023 and 2022, respectively. The resulting net income for federal income tax purposes was fully offset by their federal net operating loss carryforwards.

Other Income Tax Matters

Internal Revenue Code Section 382 places a limitation (“Section 382 Limitation”) on the amount of taxable income that can be offset by NOL carryforwards after a change in control (generally greater than 50% change in ownership within a three-year period) of a loss corporation. California has similar rules. Generally, after a change in control, a loss corporation cannot deduct NOL carryforwards in excess of the Section 382 Limitation. Due to these

“change in ownership” provisions, utilization of the NOL and tax credit carryforwards may be subject to an annual limitation regarding their utilization against taxable income in future periods.

Lineage files a U.S. federal income tax return as well as a California combined and foreign income tax returns. In general, Lineage is no longer subject to tax examination by major taxing authorities for years before 2019. Although the statute is closed for purposes of assessing additional income and tax in these years, the taxing authorities may still make adjustments to the NOL and credit carryforwards used in open years. Therefore, the statute should be considered open as it relates to the NOL and credit carryforwards used in open years.

Lineage may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. Based on Lineage’s assessment, no liabilities for uncertain tax positions should be recorded as of December 31, 2023 and 2022. Lineage’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Lineage’s practice is to recognize interest and penalties related to income tax matters in tax expense. As of December 31, 2023 and 2022, Lineage has no accrued interest and penalties.

- 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.

+ References

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+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (4,775)	$ (7,110)	$ (5,229)	$ (4,372)	$ (6,354)	$ (6,069)	$ (6,763)	$ (7,087)	$ (21,486)	$ (26,273)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Revenue - Schedule of Contract with Customer Contract Liability and Receivable (Parenthetical) (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Current deferred revenue	$ 10.8	$ 9.4

Marketable Equity Securities (Tables)

12 Months Ended

Dec. 31, 2023

Investments, Debt and Equity Securities [Abstract]

Schedule Of Marketable Equity Securities

The following table represents the realized and unrealized loss on marketable equity securities (in thousands):


	Year Ended December 31,
	2023			2022
Loss on marketable equity securities, net	$	(176	)	$	(2,194	)
Less: Loss recognized in earnings on marketable equity securities sold		23			-
Unrealized loss recognized on marketable equity securities held at end of period, net	$	(153	)	$	(2,194	)

Stock-Based Awards - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 4,640	$ 4,287
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	794	747
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 3,846	$ 3,540

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Significant Accounting Policies

2. Significant Accounting Policies

Revenue recognition - Lineage recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) ASU 2014-09, Revenues from Contracts with Customers (Topic 606), and 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.

Marketable Debt Securities - Lineage accounts for its holdings of U.S. Treasury securities in accordance with Accounting Standards Codification (“ASC”) 320-10-50, Debt Securities. Marketable debt securities purchased with an original maturity of three months or less have been classified as cash equivalents. All marketable debt securities purchased with an original maturity of more than three months have been classified as “available-for-sale” and are carried at estimated fair value. Unrealized gains and losses are excluded from earnings and are included in other comprehensive income or loss and reported as a separate component of stockholders’ equity or deficit until realized. Realized gains or losses on available-for-sale debt securities are included in other income (expense), net. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion, together with interest on securities, are included in interest income on the Company’s consolidated statement of operations. The cost of securities sold is based on the specific-identification method. In accordance with the Company’s investment policy, management invests in debt securities with high credit quality, including U.S. government securities.

Lineage's investments are accounted for as available-for-sale securities and are carried at fair value on the consolidated balance sheets. Any unrealized losses attributable to current expected credit loss (“CECL”) would be recorded through an allowance for credit losses, limited to the amount by which the fair value is below amortized cost, with the offsetting amount recorded in other income or expense in the consolidated statement of operations and comprehensive loss. To date, no such credit losses have occurred or have been recorded. Unrealized losses not attributable to an expected credit loss and unrealized gains on investments are recorded in other comprehensive income (loss) on the consolidated statements of operations and comprehensive loss. Realized gains and losses, if any, on investments classified as available-for-sale securities are included in other income or expense. The amortized cost of investments classified as available-for-sale debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are included in interest See Note 4 (Marketable Debt Securities) for additional information.

Marketable equity securities - Lineage accounts for the shares it holds in OncoCyte 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.

OncoCyte shares have readily determinable fair values quoted on the NYSE American under trading symbol “OCX”. The HBL shares have a readily determinable fair value quoted on the Tel Aviv Stock Exchange (“TASE”) under the trading symbol “HDST” where share prices are denominated in New Israeli Shekels (NIS).

Royalties from product sales and license fees - For agreements that include sales-based royalties, including commercial milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, Lineage recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

Lineage estimates and recognizes royalty revenues based on all available information, including estimates provided by the customer or licensee from which Lineage obtains such estimates directly for each reporting period. Actual revenues ultimately received may differ from those estimates recorded and are adjusted in the period when information on actuals is available to Lineage.

Collaborative agreements - In December 2021, Lineage entered into the Roche Agreement for the development and commercialization of OpRegen. Under the terms of the Roche Agreement, Roche agreed to pay Lineage a $50.0 million upfront payment and Lineage is eligible to receive up to an additional $620.0 million in developmental, regulatory and commercialization milestone payments. Lineage is also eligible to receive tiered double-digit percentage royalties on net sales of OpRegen. See Note 14 (Commitments and Contingencies) for additional information regarding this agreement.

In April 2021, Lineage entered a worldwide license and collaboration agreement with Immunomic Therapeutics, Inc.("ITI") for the development and commercialization of an allogeneic version of an immunomic oncology target utilizing the VAC platform. Under the terms of this agreement, Lineage is entitled to upfront licensing fees totaling up to $2.0 million, $1.0 million of which was received in 2021, and up to $67.0 million in development and commercial milestones across multiple indications. Lineage also will be eligible to receive royalties up to 10% on net sales of future products. See Note 14 (Commitments and Contingencies) for additional information regarding this agreement.

As of December 31, 2023, deferred revenue on the consolidated balance sheet, related to the collaboration agreements with each of Roche and ITI, was $28.7 million and $0.8 million, respectively. For the twelve months ended December 31, 2023, we recognized $7.6 million of revenue on the consolidated statement of operations, related to the Roche Agreement. See Note 3 (Revenue) for additional information.

We review collaborative agreements to determine if the accounting treatment falls under Accounting Standards Codification, Topic 606, Revenue from Contracts with Customers (“ASC 606”), or Accounting Standards Codification Topic 808, Collaborative Arrangements (“ASC 808”). For agreements that may be within the scope of ASC 808, we may analogize to ASC 606 for some aspects of the agreements. If elements of the collaboration reflect a vendor-customer relationship, then those elements are within the scope ASC 606. The classification of transactions under our arrangements is determined based on the nature and contractual terms of the arrangement along with the nature of the operations of the participants.

The terms of our collaborative agreements typically include one or more of the following: (i) upfront fees; (ii) milestone payments related to achievement of development or commercial milestones; (iii) royalties on net sales of licensed products; and (iv) reimbursement of cost-sharing of research and development (“R&D”) expenses. Each of these payments eventually result in collaboration revenues. When a portion of non-refundable upfront fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative agreement, they are recorded as deferred revenue and recognized as collaboration revenue when (or as) the underlying performance obligation is satisfied.

To identify the performance obligations within the collaboration agreements, we first identify all the promises in the contract (i.e., explicit and implicit), which may include a customer option to acquire additional goods or services for free or at a discount. We exclude any immaterial promises from the assessment of identifying performance obligations. When an option is identified as providing a customer with a material right, the option is identified as a performance obligation. A portion of the transaction price is then allocated to the option and recognized when (or as) the future goods or services related to the option are provided, or when the option expires.

As part of the accounting treatment for these agreements, we must develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated among the performance obligations. The following items are estimated in the calculation of the stand-alone selling price: forecasted revenues and development costs, development timelines, discount rates and probabilities of technical and regulatory success. We evaluate each performance obligation to determine if they can be satisfied at a point in time or over time, and we measure the services delivered to our collaboration partners each reporting period, which is based on the progress of the related program. If necessary, we adjust the measure of performance and related revenue recognition. Any such adjustments are recorded on a cumulative catch-up basis which would affect revenue and net income (loss) in the period of adjustment. In addition,

variable considerations (e.g., milestone payments) must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price.

Upfront fees - If a license to our intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, we recognize collaboration revenues from the transaction price allocated to the license when the license is transferred to the licensee, and the licensee is able to use and benefit from the license. When the license is determined to be non-distinct, we utilize judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time, and, if over time, the appropriate method of measuring progress for purposes of recognizing collaboration revenue from the allocated transaction price. For example, when we receive upfront fees for the performance of research and development services, or when research and development services are not considered to be distinct from a license, we recognize collaboration revenue for those units of account over time using a measure of progress. We evaluate the measure of progress at each reporting period and, if necessary, adjust the measure of performance and related revenue as a change in estimate.

Milestone payments - At the inception of each collaboration agreement that includes milestone payments (variable consideration), we evaluate whether the milestones are considered probable of being reached and estimate the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within our or the collaboration partner’s control, such as non-operational developmental and regulatory approvals, are generally not considered probable of being achieved until those approvals are received. At the end of each reporting period, we re-evaluate the probability of achievement of milestones that are within our or the collaboration partner’s control, such as operational developmental milestones and any related constraint, and if necessary, adjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenues and net income (loss) in the period of adjustment. Revisions to our estimate of the transaction price may also result in negative collaboration revenues and net income (loss) in the period of adjustment.

Royalties - For collaboration agreements that include sales-based royalties, including commercial milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

Reimbursement, cost-sharing payments - Under certain collaborative agreements, we will receive reimbursement for a portion of our R&D expenses. Such reimbursements are reviewed for gross versus net reporting considerations and reflected either as a reduction of R&D expense or as reimbursement revenue in our consolidated statements of operations.

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 stock options and restricted stock units ("RSUs"), 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, restricted stock awards 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 years ended December 31, 2023 and 2022, respectively, Lineage reported a net loss attributable to common shareholders, and therefore, all potentially dilutive common shares were considered antidilutive for those periods.

The following common share equivalents were excluded from the computation of diluted net loss per common share for the periods presented because including them would have been antidilutive (in thousands):


	Year ended December 31,
	2023		2022
Stock options		21,663		18,173
Restricted stock units		668		939

Accounts receivable, net – Net accounts receivables amounted to $0.7 million and $0.3 million as of December 31, 2023 and 2022, respectively. Net trade receivables include an allowance for doubtful accounts of approximately $0.1 million as of December 31, 2023 and 2022, for those amounts deemed uncollectible by Lineage. Lineage establishes an allowance for doubtful accounts based on the evaluation of the collectability of its receivables on a variety of factors, including the length of time receivables are past due, significant events that may impair the customer’s ability to pay, such as a bankruptcy filing or deterioration in the customers operating results or financial position, and historical experience. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. The net balance in accounts receivable is primarily comprised of royalty-based revenue, and therefore Lineage has applied the CECL considerations to this specific balance. Lineage has deemed the risk of customer default within its royalty-based revenues to be low, as the receivable amounts: i) are based on estimates and/or reports directly communicated by its royalty-related sublicensees, and ii) have not historically been impacted by macro-economic uncertainties (i.e., interest rates, inflation, GDP growth) as it relates to collectability. As such, a credit loss allowance per the provisions of CECL is not determined to be necessary.

Leases - We account for leases in accordance with ASC 842, Leases. We determine 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. Under the available practical expedients for the adoption of ASC 842, we account for the lease and non-lease components as a single lease component. We recognize right-of-use (“ROU”) assets and lease liabilities for leases with terms greater than twelve months in the consolidated balance sheet. ROU assets represent our right to use an underlying asset during the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating and finance 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 our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The operating and finance lease ROU assets also includes any lease payments made and excludes lease incentives. Our lease terms used to determine operating and finance lease ROU assets and liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Lease expense for finance lease payments is recognized as amortization of ROU assets and related interest. Operating and finance leases are included as assets in property and equipment; finance and lease liabilities are included in the current and long-term liabilities in the consolidated balance sheets.

Goodwill and IPR&D – 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 tested for impairment in accordance with ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. In-process research and development (“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’s estimated 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 we become aware of an event or a change in circumstances that would indicate the asset may be impaired.

Going concern assessment – Lineage assesses going concern uncertainty for its consolidated financial statements to determine if Lineage has sufficient cash and cash equivalents on hand and working capital to operate for a period of at least one year from the date the consolidated financial statements are issued or are available to be issued, which is referred to as the “look-forward period” as defined by FASB’s ASU No. 2014-15. As part of this assessment, based on conditions that are known and reasonably knowable to Lineage, Lineage will consider various scenarios,

forecasts, projections, and estimates, and Lineage will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, and its ability to delay or curtail those expenditures or programs, if necessary, among other factors. Based on this assessment, as necessary or applicable, Lineage makes certain assumptions concerning its ability to curtail or delay research and development programs and expenditures within the look-forward period in accordance with ASU No. 2014-15.

Cash and cash equivalents – Lineage considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2023 and 2022, Lineage had $21.0 million and $4.1 million in money market funds, respectively, considered to be cash equivalents. Additionally, as of December 31 2023, Lineage had $8.9 million in marketable debt securities, classified as cash equivalents due to their original maturity of three months or less at the time of purchase.

Restricted cash – At December 31, 2023 and 2022, the Company had restricted cash of $0.1 million required to be set aside for its corporate credit card facility. Additionally, Cell Cure has restricted cash related to its office lease. See Note 14 (Commitments and contingencies).

Concentrations of credit risk and significant sources of supply – Financial instruments that potentially subject Lineage to significant concentrations of credit risk consist primarily of cash, cash equivalents and marketable debt securities. Lineage limits the amount of credit exposure of cash balances by maintaining its accounts in high credit quality financial institutions. Cash equivalent deposits with financial institutions may occasionally exceed the limits of insurance on bank deposits; however, Lineage has not experienced any losses on such accounts. Lineage mitigates its credit exposure on marketable debt securities by investing in short term U.S. Treasuries securities.

Lineage relies on single-source, third-party suppliers for a few key components of our product candidates. If these single-source, third-party suppliers are unable to continue providing a key component, the initiation or progress of any clinical studies of its product candidates may be impeded.

Property and equipment, net – Property and equipment is stated at cost, net of accumulated depreciation and amortization. The cost of property and equipment is depreciated or amortized using the straight-line method over the estimated useful life of the asset, ranging from 3 to 10 years. Leasehold improvements are amortized over the shorter of the useful life or the lease term. See Note 6 (Property and Equipment, Net) for additional information.

Long-lived intangible assets – Long-lived intangible assets, consisting primarily of acquired patents, patent applications, and licenses to use certain patents are stated at acquired cost, less accumulated amortization. Amortization expense is computed using the straight-line method over the estimated useful lives of the assets, generally over 5 to 10 years.

Impairment of long-lived assets – Long-lived assets, including property and equipment and long-lived intangible assets, are reviewed annually for impairment and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment indicator is present, Lineage evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the estimated fair value of the assets. The Company did not recognize any impairment losses for the years ended December 31, 2023 and 2022.

Transactions with noncontrolling interests of subsidiaries - Lineage accounts for a change in ownership interests in its subsidiaries that does not result in a change of control of the subsidiary by Lineage under the provisions of ASC 810-10-45-23, Consolidation – Other Presentation Matters, which prescribes the accounting for changes in ownership interest that do not result in a change in control of the subsidiary, as defined by GAAP, before and after the transaction. Under this guidance, changes in a controlling shareholder’s ownership interest that do not result in a change of control, as defined by GAAP, in the subsidiary are accounted for as equity transactions. Thus, if the controlling shareholder retains control, no gain or loss is recognized in the statements of operations of the controlling shareholder. Similarly, the controlling shareholder will not record any additional acquisition adjustments to reflect its subsequent purchases of additional shares in the subsidiary if there is no change of control. Only a proportional and immediate transfer of carrying value between the controlling and the noncontrolling shareholders occurs based on the respective ownership percentages.

Research and development expenses - Research and development expenses consist of costs incurred for company-sponsored, collaborative and contracted research and development activities. These costs include direct expenses and indirect research-related overhead expenses including compensation and related benefits, stock-based compensation, consulting fees, research and laboratory fees, rent of research facilities, amortization of intangible assets, and license fees paid to third parties to acquire patents or licenses to use patents and other technology. Research and development expenses which have an alternative future use will be capitalized as intangible assets, and research and development costs with no future benefit or alternative use will be expensed as incurred. Research and development expenses incurred and reimbursed by grants from third parties approximate the grant income recognized in the consolidated statements of operations. Royalties and sublicensing fees are recorded as research and development expenses, unless these costs are associated with royalties from product sales, which we classify as cost of sales on our consolidated statements of operations. We expect our total research and development expenses to fluctuate each reporting period based on several factors including (i) the stage of development for each cell therapy program, (ii) the availability of resources to work on each program, and (iii) the timing of contractual obligations.

General and administrative expenses - General and administrative expenses consist of employee and director compensation and related benefits, including stock-based compensation, for executive and corporate personnel, professional and consulting fees, and allocated overhead such as facilities rent and equipment rent and maintenance, insurance costs allocated to general and administrative expenses, costs of patent applications, prosecution and maintenance, stock exchange related costs, depreciation expense, marketing costs, legal and accounting costs, and other miscellaneous expenses.

Foreign currency translation adjustments and other comprehensive income or loss - In countries in which Lineage operates where the functional currency is other than the U.S. dollar, assets and liabilities are translated using published exchange rates in effect at the consolidated balance sheet date. Revenues and expenses and cash flows are translated using an approximate weighted average exchange rate for the period. Resulting foreign currency translation adjustments are recorded as other comprehensive income or loss, net of tax, in the consolidated statements of comprehensive income or loss and included as a component of accumulated other comprehensive income or loss on the consolidated balance sheets. Foreign currency translation adjustments are primarily attributable to Cell Cure and ESI, Lineage’s consolidated foreign subsidiaries. For the years ended December 31, 2023 and 2022, the total comprehensive loss includes gains from foreign currency translation adjustments, of $0.4 million and $1.8 million, respectively, net of an insignificant amount of tax. As of December 31, 2023 and 2022, we had cumulative translation adjustments of $2.7 million and $3.1 million, respectively, net of an insignificant amount of tax.

Foreign currency transaction gains and losses - For transactions denominated in other than the functional currency of Lineage or its subsidiaries, Lineage recognizes transaction gains and losses in the consolidated statements of operations and classifies the gain or loss based on the nature of the item that generated it. The majority of Lineage’s foreign currency transaction gains and losses are generated by Cell Cure’s intercompany debt owed to Lineage, which is U.S. dollar-denominated, while Cell Cure’s functional currency is the Israeli New Shekel (“ILS”). At each balance sheet date, Lineage remeasures the intercompany debt using the current exchange rate at that date pursuant to ASC 830, Foreign Currency Matters. These foreign currency remeasurement gains and losses are included in other expenses, net. For the years ended December 31, 2023 and 2022, other expenses, net includes foreign currency transaction losses of $0.5 million and $2.0 million, respectively.

Income taxes - Lineage accounts for income taxes in accordance with ASC 740, Income Taxes, which prescribe the use of the asset and liability method, whereby deferred tax asset or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect. Valuation allowances are established when necessary to reduce deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will not be realized. ASC 740 guidance also prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For benefits to be recognized, a tax position must be more-likely-than-not sustainable upon examination by taxing authorities. Lineage files a U.S. federal income tax return as well as California combined and foreign income tax returns. Lineage’s judgments regarding future taxable income may change over time due to changes in market conditions, changes in tax laws, tax planning strategies or other factors. If Lineage assumptions, and consequently the estimates, change in the future with respect to Lineage’s own deferred tax assets and liabilities, the valuation allowance may be increased or decreased, which may have a material impact on Lineage’s consolidated financial statements. Lineage recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense; however, no amounts were accrued for the payment of interest and penalties as of December 31, 2023 and 2022. We provided a reserve

against our federal and California research and development credits generated. The carryforward amounts for these credits have been reported net of these reserves. Accordingly, no accrued interest and penalties related to unrecognized tax benefits have been recorded as of December 31, 2023 and 2022.

On December 22, 2017, the United States enacted major federal tax reform legislation, Public Law No. 115-97, commonly referred to as the 2017 Tax Cuts and Jobs Act (“2017 Tax Act”), which enacted a broad range of changes to the Internal Revenue Code. Beginning in 2018, the 2017 Tax Act subjects a U.S. stockholder to tax on Global Intangible Low Tax Income (“GILTI”) earned by certain foreign subsidiaries. In general, GILTI is the excess of a U.S. shareholder’s total net foreign income over a deemed return on tangible assets. The provision further allows a deduction of 50% of GILTI, however this deduction is limited to the Company’s pre-GILTI U.S. income. See Note 13 (Income Taxes) for additional information.

Current interpretations under ASC 740 state that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense. We have elected to account for GILTI as a current period expense when incurred.

Stock-based compensation - Lineage follows accounting standards governing share-based payments in accordance with ASC 718, Compensation – Stock Compensation, which require the measurement and recognition of compensation expense for all share-based payment awards made to directors and employees based on estimated fair values.

The Company recognizes share-based compensation for equity awards granted to employees, officers and directors as an expense on the consolidated statements of operations. Share-based compensation is recognized over the requisite service period of the individual awards using the straight-line attribution method, which generally equals the vesting period. Employees and officers’ stock options primarily have a ten-year life and generally vest 25% on the first anniversary of the grant and in 1/36th equal installments on each monthly anniversary thereafter, such that options are fully vested on the four-year anniversary of the date of grant. The exercisability and vesting periods of options granted to directors vary. Restricted stock units subject to time-based vesting generally vest in four equal annual installments beginning on the first anniversary of the grant date. Restricted stock units subject to performance-based vesting will vest in connection with the achievement of certain development milestones (see Note 12 (Stock-Based Awards) for additional details).

For employee and director stock options, we utilize the Black-Scholes option pricing model for valuing share-based payment awards. Lineage’s determination of fair value of share-based payment awards on the date of grant using that option-pricing model is affected by the price of Lineage’s common shares as well as by assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to: (i) the expected stock price volatility over the term of the awards, based upon our historical volatility; (ii) the expected term of options granted, which is derived using the simplified method, which is an average of the contractual term of the option and its vesting period, as we do not have sufficient historical exercise data upon which to estimate the expected term; and (iii) the risk-free rate, which is based on the U.S. Treasury yield in effect at the time of grant for U.S. Treasury notes with maturities similar to the expected term of the awards. Stock option forfeitures are accounted for as they occur.

For RSUs subject to service and/or performance vesting conditions, the grant-date fair value is established based on the closing price of Lineage’s common shares on such date. Stock-based compensation expense for RSUs subject to only service conditions is recognized on a straight-line basis over the service period. Stock-based compensation expense for RSUs with both service and performance conditions is recognized on a graded basis only if it is probable that the performance condition will be achieved. Lineage accounts for forfeitures of RSUs as they occur in determining stock-based compensation expense. For RSUs subject to a market condition, the grant-date fair value is estimated using a Monte Carlo valuation model. The model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment. Lineage recognizes stock-based compensation expense for RSUs subject to market-based vesting conditions regardless of whether it becomes probable that the vesting conditions will be achieved, and stock-based compensation expense for such RSUs is not reversed if vesting does not actually occur.

Although the fair value of employee stock options and RSUs are determined in accordance with FASB guidance, changes in the assumptions can materially affect the estimated value and therefore the amount of compensation expense recognized in the consolidated financial statements.

Recently Adopted Accounting Pronouncements -

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. ASU 2016-13 is effective for Lineage beginning January 1, 2023 and its adoption did not have a significant effect on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company has evaluated recently issued accounting pronouncements and does not believe any will have a material impact on the Company’s consolidated financial statements or related financial statement disclosures.

Enterprise-Wide Disclosures

12 Months Ended

Dec. 31, 2023

Enterprise-wide Disclosures

Enterprise-Wide Disclosures

17. Enterprise-Wide Disclosures

Geographic Area Information

For the years ended December 31, 2023 and 2022 none of our revenue was generated outside of the United States.

The composition of Lineage’s long-lived assets, consisting of plant and equipment, net, between those in the United States and in foreign countries, as of December 31, 2023 and 2022, is set forth below (in thousands):


	Year Ended December 31,
	2023		2022
United States	$	827	$	1,384
Foreign (1)		3,940		4,289
Total	$	4,767	$	5,673

(1)

Assets in foreign countries principally include laboratory equipment and leasehold improvements in Israel.

Major Sources of Revenues

The following table presents Lineage’s consolidated revenues disaggregated by source (in thousands, except percentages).


	Year Ended December 31,				Percent of Total
	2023		2022		2023			2022
REVENUES:
Collaboration revenues	$	7,588	$	13,367		84.8	%		90.9	%
Royalties, license and other revenues		1,357		1,336		15.2	%		9.1	%
Total revenues	$	8,945	$	14,703		100	%		100	%

Marketable Debt Securities (Tables)

12 Months Ended

Dec. 31, 2023

Cash and Cash Equivalents [Abstract]

Summary of Available for Sale Debt Securities

The following table is a summary of available-for-sale debt securities classified within cash and cash equivalents or marketable securities in the Company’s consolidated balance sheet as of December 31, 2023 and 2022 (in thousands):


	December 31, 2023
Financial Assets:	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
U.S. Treasury securities	$	8,855	$	1	$	-	$	8,856
Total	$	8,855	$	1	$	-	$	8,856


	December 31, 2022
Financial Assets:	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
U.S. Treasury securities	$	46,247	$	2	$	(152	)	$	46,097
Total	$	46,247	$	2	$	(152	)	$	46,097

Schedule of Amortized cost And Estimated fair Value

As of December 31, 2023, the amortized cost and estimated fair value of the Company’s available-for-sale debt securities by contractual maturity are shown below (in thousands):


Available-for-sale debt securities maturing:	Amortized Cost		Estimated Fair Value
In one year or less	$	8,855	$	8,856
Total available-for-sale debt securities	$	8,855	$	8,856

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
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-Section 50
-Paragraph 2
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-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 63,461	$ 58,816
Research and development and other credits	8,890	10,463
Patents and licenses	1,606	1,500
Stock-based compensation	3,117	2,308
Operating lease liability	240
Capitalized research expense	6,217	3,066
Other	1,707	2,555
Total deferred tax assets	85,238	78,708
Valuation allowance	(80,513)	(78,209)
Deferred tax assets, net of valuation allowance	4,725	499
Operating lease ROU assets	(221)	(4)
Intangibles	(4,771)	(2,464)
Marketable securities at fair value	(6)	(107)
Total deferred tax liabilities	(4,998)	(2,575)
Net deferred tax liabilities	$ (273)	$ (2,076)

Selected Quarterly Financial Information (Tables)

12 Months Ended

Dec. 31, 2023

Quarterly Financial Information Disclosure [Abstract]

Schedule of Selected Quarterly Financial Information


	First			Second			Third			Fourth
Year Ended December 31, 2023	Quarter			Quarter			Quarter			Quarter
Revenues	$	2,386		$	3,225		$	1,246		$	2,088
Operating expenses		8,909			8,122			7,782			8,194
Loss from operations		(6,642	)		(5,024	)		(6,705	)		(6,362	)
Net loss attributable to Lineage		(4,372	)		(5,229	)		(7,110	)		(4,775	)

Basic and diluted net loss per share	$	(0.03	)	$	(0.03	)	$	(0.04	)	$	(0.03	)

Year Ended December 31, 2022
Revenues	$	5,237		$	4,553		$	2,998		$	1,915
Operating expenses		11,457			8,572			8,014			8,452
Loss from operations		(6,396	)		(4,234	)		(5,251	)		(6,639	)
Net loss attributable to Lineage		(7,087	)		(6,763	)		(6,069	)		(6,354	)

Basic and diluted net loss per share	$	(0.04	)	$	(0.04	)	$	(0.04	)	$	(0.03	)

Accounts Payable and Accrued Liabilities

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities

8. Accounts Payable and Accrued Liabilities

At December 31, 2023 and 2022, accounts payable and accrued liabilities consist of the following (in thousands):


	December 31, 2023		December 31, 2022
Accounts payable	$	2,050	$	2,393
Accrued compensation		3,123		2,382
Accrued liabilities		1,097		3,833
Total	$	6,270	$	8,608

Enterprise-Wide Disclosures - Schedule of Geographic Area Information (Details) - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

Revenues from External Customers and Long-Lived Assets [Line Items]

Total

$ 4,767

$ 5,673

UNITED STATES [Member]

Revenues from External Customers and Long-Lived Assets [Line Items]

Total

827

1,384

Foreign [Member]

Revenues from External Customers and Long-Lived Assets [Line Items]

Total

^[1]

$ 3,940

$ 4,289

[1]	Assets in foreign countries principally include laboratory equipment and leasehold improvements in Israel.

Enterprise-Wide Disclosures (Tables)

12 Months Ended

Dec. 31, 2023

Enterprise-wide Disclosures

Schedule of Composition of Lineage's Long-Lived Assets


	Year Ended December 31,
	2023		2022
United States	$	827	$	1,384
Foreign (1)		3,940		4,289
Total	$	4,767	$	5,673

(1)

Assets in foreign countries principally include laboratory equipment and leasehold improvements in Israel.

Schedule of Revenues Disaggregated by Source

The following table presents Lineage’s consolidated revenues disaggregated by source (in thousands, except percentages).


	Year Ended December 31,				Percent of Total
	2023		2022		2023			2022
REVENUES:
Collaboration revenues	$	7,588	$	13,367		84.8	%		90.9	%
Royalties, license and other revenues		1,357		1,336		15.2	%		9.1	%
Total revenues	$	8,945	$	14,703		100	%		100	%

Marketable Equity Securities - Schedule Of Marketable Equity Securities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Investments, Debt and Equity Securities [Abstract]
Loss on marketable equity securities, net	$ (176)	$ (2,194)
Less: Loss recognized in earnings on marketable equity securities sold	23
Unrealized loss recognized on marketable equity securities held at end of period, net	$ (153)	$ (2,194)

Stock-Based Awards - Additional Information (Details) - USD ($)			1 Months Ended	12 Months Ended
	Mar. 10, 2022	Feb. 11, 2022	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
unrecognized compensation costs				$ 8,600,000
Weighted average period for recognition				2 years 6 months
Total intrinsic value of options exercised				$ 38,000	$ 367,000
Fair value of the options vested				$ 3,947,000	$ 4,122,000
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of restricted stock units, granted				0
2021 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Increase in shares authorized for issuance			19,500,000
Number of shares available for grant				27,078,144
Number of restricted stock units, forfeited				191,000
Weighted average grant-date fair value per share of options granted				$ 1	$ 0.93
2021 Equity Incentive Plan [Member] \| Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average grant-date fair value per share of RSUs granted					$ 1.12
2021 Equity Incentive Plan [Member] \| Employees [Member] \| Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of restricted stock units, granted		694,424
2021 Equity Incentive Plan [Member] \| Chief Executive Officer [Member] \| Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of restricted stock units, granted	300,000
2021 Equity Incentive Plan [Member] \| Chief Executive Officer [Member] \| Restricted Stock Units (RSUs) [Member] \| RSUs Vest On or Prior to March 9, 2023 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of restricted stock units, forfeited	100,000
2021 Equity Incentive Plan [Member] \| Chief Executive Officer [Member] \| Restricted Stock Units (RSUs) [Member] \| RSUs Vest On or Prior to Each of Second and Third anniversaries of Such Date [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of restricted stock units to be vested	100,000
2021 Equity Incentive Plan [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized for issuance				34,500,000

Consolidated Balance Sheets - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

CURRENT ASSETS

Cash and cash equivalents

$ 35,442

$ 11,355

Marketable securities

46,520

Accounts receivable, net (Note 3)

745

297

Prepaid expenses and other current assets

2,204

1,828

Total current assets

38,441

60,000

NONCURRENT ASSETS

Property and equipment, net (Notes 6 and 14)

4,767

5,673

Deposits and other long-term assets

577

627

Goodwill

^[1]

10,672

Intangible assets, net

46,562

46,692

TOTAL ASSETS

101,019

123,664

CURRENT LIABILITIES

Accounts payable and accrued liabilities

6,270

8,608

Operating lease liabilities, current portion (Note 14)

830

916

Finance lease liabilities, current portion (Note 14)

Deferred revenues, current portion (Note 3)

10,808

9,421

Total current liabilities

17,960

18,981

LONG-TERM LIABILITIES

Deferred tax liability (Note 13)

273

2,076

Deferred revenues, net of current portion (Note 3)

18,693

27,725

Operating lease liabilities, net of current portion (Note 14)

1,979

2,860

Finance lease liabilities, net of current portion (Note 14)

Other long-term liabilities

TOTAL LIABILITIES

38,996

51,728

Commitments and contingencies (Note 14)

SHAREHOLDERS' EQUITY

Preferred shares, no par value, 2,000 shares authorized; none issued and outstanding as of December 31, 2023 and 2022

Common shares, no par value, 450,000 and 250,000 shares authorized as of December 31, 2023 and 2022, respectively; 174,987 and 170,093 shares issued and outstanding as of December 31, 2023 and 2022, respectively

451,343

440,280

Accumulated other comprehensive loss

(3,068)

(3,571)

Accumulated deficit

(384,856)

(363,370)

Lineage's shareholders' equity

63,419

73,339

Noncontrolling deficit

(1,396)

(1,403)

Total shareholders’ equity

62,023

71,936

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$ 101,019

$ 123,664

[1]

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed in the Asterias Merger, see Note 14 (Commitment and Contingencies) for further discussion on the Asterias Merger. To date, we have not recognized any goodwill impairment.

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

9. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value (ASC 820-10-50), Fair Value Measurements and Disclosures:

•

Level 1 – Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

•

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3 – Inputs to the valuation methodology are unobservable; that reflect management’s own assumptions about the assumptions market participants would make and significant to the fair value.

We have not transferred any instruments between the three levels of the fair value hierarchy.

The carrying value of cash, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximate their respective fair values due to their relative short maturities. We measure our cash equivalents, marketable securities and our liability classified warrants at fair value on a recurring basis. The fair values of such assets and liabilities were as follows as of December 31, 2023 and 2022 (in thousands):


			Fair Value Measurements Using
	Balance at December 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Money market fund (1)	$	21,029	$	21,029	$	—	$	—
Marketable debt securities (1)		8,856		8,856		—		—
Marketable equity securities		50		50		—		—
Total assets measured at fair value	$	29,935	$	29,935	$	—	$	—


			Fair Value Measurements Using
	Balance at December 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Money market fund (1)	$	4,102	$	4,102	$	—	$	—
Marketable debt securities		46,097		46,097		—		—
Marketable equity securities		423		423		—		—
Total assets measured at fair value	$	50,622	$	50,622	$	—	$	—
Liabilities:
Warrants to purchase Cell Cure ordinary shares (2)	$	2	$	—	$	—	$	2
Total liabilities measured at fair value	$	2	$	—	$	—	$	2

(1)

Included in cash and cash equivalents in the accompanying consolidated balance sheet. Marketable debt securities purchased with an original maturity of three months or less have been classified as cash equivalents. There were no marketable debt securities classified as cash equivalents at December 31, 2022.

(2)

In determining fair value of the liability classified warrants, Lineage utilizes a Black-Scholes pricing model that maximizes the use of observable inputs and minimizes the use of unobservable inputs to the extent possible, and also considers counterparty credit risk in its assessment of fair value. The significant unobservable inputs used in the fair value measurement of the Company’s Level 3 Cell Cure warrant liabilities are volatility and share value. A significant increase or decrease in these Level 3 inputs could result in a significantly higher or lower fair value measurements.

Lineage’s marketable equity securities includes the shares of stock of OncoCyte and HBL. Both securities have readily determinable fair values quoted on the NYSE American or TASE (Level 1). These securities are measured at fair value and reported as current assets on the accompanying consolidated balance sheets based on the closing trading price of the security as of the date being presented.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands		1 Months Ended		12 Months Ended
	Dec. 17, 2021	Jan. 31, 2022	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Income tax expense				$ (1,803)	$ 541
Deferred tax assets, operating loss carryforwards, domestic				163,100	150,600
Deferred tax benefit				1,803	0
Measurement period adjustment income tax expense benefit				1,100	1,700
Roche Agreement [Member]
Operating Loss Carryforwards [Line Items]
Upfront payment	$ 50,000	$ 50,000	$ 50,000	50,000
California [Member]
Operating Loss Carryforwards [Line Items]
Tax credit carryforward amount				$ 4,600	6,000
Cell Cure Neurosciences Ltd [Member]
Operating Loss Carryforwards [Line Items]
Gain on transaction						$ 31,700
Maximum [Member] \| California [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforward expiration year				2043
Minimum [Member] \| California [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforward expiration year				2030
Pre-2018 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards expiration discription				The pre-2018 federal net operating loss carryforwards expire in varying amounts between 2030 and 2037.
Pre-2018 [Member] \| Maximum [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforward expiration year				2037
Pre-2018 [Member] \| Minimum [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforward expiration year				2030
Post-2017 [Member]
Operating Loss Carryforwards [Line Items]
Federal net operating loss carryforwards offset percent of taxable income				80.00%
Foreign Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards				$ 64,800	66,600
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards				188,800	160,200
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Tax credit carryforward amount				$ 4,300	$ 4,500
Tax credit carryforward limitations on use				the credits generated each year have a carryforward period of 20 years
Net operating loss carryforwards expiration discription				between 2023 and 2043

Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accounts payable	$ 2,050	$ 2,393
Accrued compensation	3,123	2,382
Accrued liabilities	1,097	3,833
Total	$ 6,270	$ 8,608

Enterprise-Wide Disclosures - Schedule of Revenues Disaggregated by Source (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Total revenues	$ 8,945	$ 14,703
Revenue Benchmark [Member] \| Revenue from Rights Concentration Risk [Member]
Total revenues, percentage	100.00%	100.00%
Collaboration Revenues [Member]
Total revenues	$ 7,588	$ 13,367
Collaboration Revenues [Member] \| Revenue Benchmark [Member] \| Revenue from Rights Concentration Risk [Member]
Total revenues, percentage	84.80%	90.90%
Royalties, license and other revenues [Member]
Total revenues	$ 1,357	$ 1,336
Royalties, license and other revenues [Member] \| Revenue Benchmark [Member] \| Revenue from Rights Concentration Risk [Member]
Total revenues, percentage	15.20%	9.10%

- Definition

Amount, excluding 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 32
-Subparagraph (b)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 40
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Paragraph 22
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Segment Information

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Segment Information

16. Segment Information

Lineage’s executive management team, as a group, represents the entity’s chief operating decision makers. Lineage’s executive management team views Lineage’s operations as one segment that includes the research and development of therapeutic products for retinal diseases, neurological diseases and disorders and oncology. As a result, the financial information disclosed materially represents all the financial information related to Lineage’s sole operating segment.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Consolidated Statements of Changes in Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	AOCI Attributable to Parent [Member]
Balance at Dec. 31, 2021	$ 90,898	$ 434,529	$ (337,097)	$ (1,323)	$ (5,211)
Balance, shares at Dec. 31, 2021		169,477
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes	(17)	$ (17)
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes, shares		20
Shares issued upon exercise of stock options	490	$ 490
Shares issued upon exercise of stock options, shares		596
Subsidiary warrant exercise, net	991	$ 991
Stock-based compensation	4,287	4,287
Unrealized gain (loss) on marketable debt securities	(150)				(150)
Foreign currency translation gain	1,790				1,790
NET LOSS	(26,353)		(26,273)	(80)
Balance at Dec. 31, 2022	71,936	$ 440,280	(363,370)	(1,403)	(3,571)
Balance, shares at Dec. 31, 2022		170,093
Shares issued through ATM	6,625	$ 6,625
Shares issued through ATM, shares		4,775
Financing related fees	(221)	$ (221)
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes	(37)	$ (37)
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes, shares		53
Shares issued upon exercise of stock options	56	$ 56
Shares issued upon exercise of stock options, shares		66
Stock-based compensation	4,640	$ 4,640
Unrealized gain (loss) on marketable debt securities	150				150
Foreign currency translation gain	353				353
NET LOSS	(21,479)		(21,486)	7
Balance at Dec. 31, 2023	$ 62,023	$ 451,343	$ (384,856)	$ (1,396)	$ (3,068)
Balance, shares at Dec. 31, 2023		174,987

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenues [Abstract]
Total revenues	$ 8,945	$ 14,703
Cost of sales	(671)	(728)
Gross profit	8,274	13,975
OPERATING EXPENSES:
Research and development	15,705	13,987
General and administrative	17,302	22,508
Total operating expenses	33,007	36,495
Loss from operations	(24,733)	(22,520)
OTHER INCOME (EXPENSES):
Interest income, net	1,629	829
Loss on marketable equity securities, net	(176)	(2,194)
Gain on revaluation of warrant liability	2	225
Other expenses, net	(4)	(2,152)
Total other income (expenses), net	1,451	(3,292)
Loss before net income tax benefit	(23,282)	(25,812)
Provision for income tax benefit (expense)	1,803	(541)
Net loss	(21,479)	(26,353)
Net (income) loss attributable to noncontrolling interest	(7)	80
NET LOSS ATTRIBUTABLE TO LINEAGE CELL THERAPEUTICS, INC.	$ (21,486)	$ (26,273)
NET LOSS ATTRIBUTABLE TO LINEAGE
Basic	$ (0.12)	$ (0.15)
Diluted	$ (0.12)	$ (0.15)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic	172,663	169,792
Diluted	172,663	169,792
Collaboration Revenues [Member]
Revenues [Abstract]
Total revenues	$ 7,588	$ 13,367
Royalties, License and Other Revenues [Member]
Revenues [Abstract]
Total revenues	$ 1,357	$ 1,336

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

At December 31, 2023 and 2022, property and equipment, net was comprised of the following (in thousands):


	December 31, 2023			December 31, 2022
Equipment, furniture and fixtures	$	3,614		$	3,264
Leasehold improvements		2,313			2,150
Right-of-use assets - Operating Lease		5,880			5,988
Right-of-use assets - Finance Lease		198			121
Accumulated depreciation and amortization		(7,238	)		(5,850	)
Property and equipment, net	$	4,767		$	5,673

Stock-Based Awards

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Awards

12. Stock-Based Awards

Equity Incentive Plan Awards

In September 2021, our shareholders approved the Lineage Cell Therapeutics, Inc. 2021 Equity Incentive Plan and in September 2023, our shareholders approved an amendment to increase the number of common shares that may be issued thereunder by 19,500,000 (as amended to date, the “2021 Plan”). The 2021 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, RSUs, and other stock awards. All of our employees (including those of our affiliates), non-employee directors and consultants are eligible to participate in the 2021 Plan.

Subject to adjustment for certain changes in our capitalization, the aggregate number of our common shares that may be issued under the 2021 Plan will not exceed the sum of (i) 34,500,000 shares and (ii) the number of shares subject to awards granted under the Lineage Cell Therapeutics Inc. 2012 Equity Incentive Plan (the “2012 Plan”) that were outstanding when the 2021 Plan became effective and are not issued because such awards expire or otherwise

terminate. As a result of the approval of the 2021 Plan by our shareholders, no additional awards will be granted under the 2012 Plan. As of December 31, 2023, there were 27,078,144 shares available for grant under the 2021 Plan.

On February 11, 2022, Lineage granted 694,424 RSUs to certain employees, including the Company’s executive officers, to further align management with the achievement of certain development milestones under the Roche Agreement. For each RSU, half of the common shares subject to the RSU will vest in four equal annual installments beginning on the first anniversary of the grant date. The other half of the common shares will vest in connection with the achievement of certain development milestones set forth in the Roche Agreement. Additionally, on March 10, 2022, Lineage granted 300,000 RSUs to its Chief Executive Officer. 100,000 of these RSUs were forfeited on March 9, 2023, and 100,000 will vest on or prior to each of the second and third anniversaries of such date, in each case upon the achievement of certain per share performance targets, calculated based on the trailing 20-day volume weighted average price of the Company’s common shares as of the date of determination. If such per share performance targets are not achieved by the applicable vesting date, then such RSUs will be forfeited.

A summary of activity under the 2021 Plan is as follows (in thousands, except per share amounts):


	Number of Options Outstanding (in thousands)			Weighted Average Exercise Price (per share)		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Balance at December 31, 2022		6,001		$	1.40		8.58	$	—
Options granted		5,758		$	1.45
Options expired/forfeited/cancelled		(935	)	$	1.43
Balance at December 31, 2023		10,824		$	1.42		8.63	$	4
Options exercisable at December 31, 2023		2,593		$	1.41		7.75	$	—
Options exercisable and expected to vest at December 31, 2023		10,824		$	1.42		8.63	$	4


	Number of RSUs Outstanding			Weighted Average Grant Date Fair Value per Share
Balance at December 31, 2022		939		$	1.09
RSUs forfeited		(191	)	$	0.85
RSUs vested		(80	)	$	1.50
Balance at December 31, 2023		668		$	1.11

A summary of activity of the 2012 Plan, and the 2018 inducement option (which was issued to a Lineage executive outside of all equity plans), is as follows (in thousands, except per share amounts):


	Number of Options Outstanding (in thousands)			Weighted Average Exercise Price (per share)		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Balance at December 31, 2022		12,172		$	1.83		5.69	$	1,364
Options exercised		(66	)	$	0.84
Options expired/forfeited/cancelled		(1,267	)	$	1.83
Balance at December 31, 2023		10,839		$	1.83		5.30	$	1,047
Options exercisable at December 31, 2023		9,591		$	1.78		5.05	$	984
Options exercisable and expected to vest at December 31, 2023		10,839		$	1.83		5.30	$	1,047

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:


	Year ended December 31,
	2023			2022
Expected life (in years)		6.20			6.21
Risk-free interest rates		4.2	%		2.4	%
Volatility		74.7	%		73.7	%
Dividend yield		—			—

Operating expenses include stock-based compensation expense as follows (in thousands):


	Year ended December 31,
	2023		2022
Research and development	$	794	$	747
General and administrative		3,846		3,540
Total stock-based compensation expense	$	4,640	$	4,287

As of December 31, 2023, total unrecognized compensation costs related to unvested stock options and unvested RSUs under all equity plans (including the 2018 inducement option), were $8.6 million, which is expected to be recognized as expense over a weighted average period of approximately 2.5 years. For the years ended December 31, 2023 and 2022, the weighted average grant-date fair value per share of options granted during the year under the 2021 Plan was $1.00 and $0.93, respectively. For the year ended December 31, 2022, the weighted average grant-date fair value per share of RSUs granted during the year under the 2021 Plan was $1.12. No RSUs were granted in the year ended December 31, 2023. The total intrinsic value of options exercised during the years ended December 31, 2023 and 2022 was $38,000 and $367,000, respectively. The fair value of the options vested during the years ended December 31, 2023 and 2022 was $3,947,000 and $4,122,000, respectively.

Related Party Transactions - Additional Information (Details) - USD ($)	47 Months Ended	59 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Neal Bradsher [Member] \| Broadwood Partners, L.P [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Legal expenses	$ 620,000	$ 626,000

Organization, Basis of Presentation and Liquidity

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Basis of Presentation and Liquidity

1. Organization, Basis of Presentation and Liquidity

We are a clinical-stage biotechnology company developing novel allogeneic, or "off-the-shelf," cell therapies to address unmet medical needs. Our programs are based on our proprietary cell-based technology platform and associated development and manufacturing capabilities. From this platform, we design, develop, manufacture, and test specialized human cells with anatomical and physiological functions similar or identical to cells found naturally in the human body. The cells we manufacture are created by applying directed differentiation protocols to established, well-characterized, and self-renewing pluripotent cell lines. These protocols generate cells with characteristics associated with specific and desired developmental lineages. Cells derived from such lineages which are relevant to the underlying condition are transplanted into patients in an effort to (a) replace or support cells that are absent or dysfunctional due to degenerative disease, aging, or traumatic injury, and (b) restore or augment the patient's functional activity.

Our business strategy is to efficiently leverage our technology platform and our development, formulation, delivery, and manufacturing capabilities to advance our programs internally or in conjunction with strategic partners to further enhance their value and probability of success.

A significant area of focus is a collaboration we entered into with F. Hoffmann-La Roche Ltd and Genentech, Inc., a member of the Roche Group (collectively or individually, “Roche” or “Genentech”), under which our lead cell therapy program known as OpRegen®, is being developed for the treatment of ocular disorders, including geographic atrophy (“GA”) secondary to age-related macular degeneration (“AMD”). OpRegen (also known as RG6501) is a suspension of human allogeneic retinal pigmented epithelial (“RPE”) cells and is currently being evaluated in a Phase 2a multicenter clinical trial in patients with GA secondary to AMD. OpRegen subretinal delivery has the potential to counteract RPE cell loss in areas of GA lesions by supporting retinal cell health and improving retinal structure and function. Under the terms of the Collaboration and License Agreement we entered into with Roche in December 2021 (the “Roche Agreement”), we received a $50.0 million upfront payment in January 2022 and are eligible to receive up to an additional $620.0 million in developmental, regulatory, and commercialization milestone payments. We also are eligible to receive tiered double-digit percentage royalties on net sales of OpRegen in the U.S. and other major markets.

Our most advanced unpartnered product candidate is OPC1, an allogeneic oligodendrocyte progenitor cell therapy designed to improve recovery following a spinal cord injury (“SCI”). OPC1 has been tested in two clinical trials to date; a five patient Phase 1 clinical trial in acute thoracic SCI, where all subjects were followed for at least 10 years, and a 25 patient Phase 1/2a multicenter clinical trial in subacute cervical SCI, where all subjects were evaluated for at least two years. Results from both studies have been published in the Journal of Neurosurgery Spine. OPC1 clinical development has been supported in part by a $14.3 million grant from the California Institute for Regenerative Medicine (“CIRM”). In February 2024, we announced the clearance by the FDA of our Investigational New Drug ("IND") amendment for OPC1. Pursuant to the IND amendment, we have initiated activities to open our first clinical site in the DOSED (Delivery of Oligodendrocyte Progenitor Cells for Spinal Cord Injury: Evaluation of a Novel Device) clinical study, to evaluate the safety and utility of a novel spinal cord delivery device to administer OPC1 to the spinal parenchyma in subacute and chronic SCI patients. We expect the initial clinical site opening to occur in the second quarter of 2024.

Our neuroscience focused pipeline of allogeneic, or “off-the-shelf”, cell therapy programs currently includes:

•

RG6501 (OpRegen), an allogeneic RPE cell replacement therapy currently in a Phase 2a multicenter, open-label, single arm clinical trial, being conducted by Genentech, for the treatment of GA secondary to AMD, also known as atrophic or dry AMD.

•

OPC1, an allogeneic oligodendrocyte progenitor cell therapy which will be evaluated in the DOSED clinical study to test the safety and utility of a novel spinal cord delivery device in both subacute and chronic spinal cord injuries and continues to be evaluated in long-term follow-up from a Phase 1/2a multicenter clinical trial for subacute cervical spinal cord injuries.

•

ANP1, an allogeneic auditory neuron progenitor cell transplant currently in preclinical development for the treatment of debilitating hearing loss.

•

PNC1, an allogeneic photoreceptor cell transplant currently in preclinical development for the treatment of vision loss due to photoreceptor dysfunction or damage.

•

RND1, a novel hypoimmune induced pluripotent stem cell (“iPSC”) line being developed in collaboration with Eterna Therapeutics Inc. (“Eterna”), which will be evaluated for differentiation into cell transplant product candidates for central nervous system ("CNS") diseases and other neurology indications.

Other Programs

We have additional undisclosed product candidates being considered for development, and we may consider others, which cover a range of therapeutic areas and unmet medical needs. Generally, these product candidates are based on the same platform technology and employ a similar guided cell differentiation and transplant approach as the product candidates detailed above, but in some cases may also include genetic modifications designed to enhance efficacy and/or safety profiles.

Our efforts to broaden the application of our cell therapy platform and support long-term growth include a strategic collaboration we entered into with Eterna. This reflects a portion of our corporate strategy to capitalize on our process development capabilities by combining them with cell engineering and/or editing technologies, to create novel cell therapies with potentially superior product profiles compared to currently marketed therapies, if any.

In addition to seeking to create value for shareholders by developing product candidates and advancing those candidates through clinical development, we also may seek to create value from our non-core intellectual property or related technologies and capabilities, through licensing collaborations and/or other strategic transactions, such as our business development approach to our VAC dendritic cell therapy platform.

Use of estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period with consideration given to materiality. Significant estimates and assumptions which are subject to significant judgment include those related to revenue recognition under collaborative agreements, research and development costs, impairment of long-lived intangible assets, deferred income taxes and tax reserves, and assumptions used to value stock-based awards or other equity instruments. Actual results could differ materially from those estimates.

Principles of consolidation

Lineage’s consolidated 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 December 31, 2023.


Subsidiary	Field of Business	Lineage Ownership	Country
Cell Cure Neurosciences Ltd .	Manufacturing of Lineage’s product candidates	94%(1)(2)	Israel
ES Cell International Pte. Ltd.	Research and clinical grade cell lines	100%	Singapore

(1)

Includes shares owned by Lineage and ES Cell International Pte. Ltd.

(2)

In July 2022, Hadasit Bio-Holdings Ltd. exercised warrants to purchase 21,999 ordinary shares of Cell Cure Neurosciences Ltd. ("Cell Cure"). Lineage’s ownership percentage of Cell Cure decreased to approximately 94% as a result of the warrant exercise. As of December 31, 2023, our ownership percentage of Cell Cure was approximately 94%.

All material intercompany accounts and transactions have been eliminated in consolidation. As of December 31, 2023, 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

On December 31, 2023, we had $35.5 million of cash, cash equivalents and marketable securities. Based on our current operating plan, we believe that our cash, cash equivalents and marketable securities, combined with the $13.8 million net raised in February 2024 through a registered direct offering (See Note 19 - Subsequent Events), will be sufficient to enable us to carry out our planned operations through at least twelve months from the issuance date of our consolidated financial statements.

Capital Resources

Since inception, we have incurred significant operating losses and have funded our operations primarily through the issuance of equity securities, the sale of common stock of our former subsidiaries, OncoCyte Corporation and AgeX Therapeutics, Inc., receipt of proceeds from research grants, revenues from collaborations, royalties from product sales and sales of research products and services.

As of December 31, 2023, $57.2 million remained available for sale under our at the market offering program ("ATM"). See Note 11 (Shareholders’ Equity) for additional information.

As of December 31, 2023, we had $0.1 million of marketable securities. We may use our marketable securities for liquidity as necessary and as market conditions allow. The market value of our marketable securities may not represent the amount that could be realized in a sale of such securities due to various market and regulatory factors, including trading volume, prevailing market conditions and prices at the time of any sale and subsequent sales of securities by the entities. In addition, the value of our marketable securities may be significantly and adversely impacted by deteriorating global economic conditions and the recent disruptions to and volatility in the credit and financial markets in the United States and worldwide resulting from the recent pandemics, including the COVID-19 pandemic, geopolitical conflicts, political and economic instability, rising inflation and interest rates, and other macroeconomic factors.

Additional Capital Requirements

Our financial obligations primarily consist of obligations to licensors under license agreements, obligations related to grants received from government entities, including the Israel Innovation Authority (“IIA”), obligations under contracts with vendors who provide research services and purchase commitments with suppliers.

Our obligations to licensors under license agreements and our obligations related to grants received from government entities require us to make future payments, such as sublicense fees, milestone payments, redemption fees, royalties and patent maintenance costs. Sublicense fees are payable to licensors or government entities when we sublicense the applicable intellectual property to third parties; the fees are based on a percentage of the license-related revenue we receive from sublicensees. Milestone payments, including those related to the Roche Agreement, are due to licensors or government entities upon achievement of commercial, development and regulatory milestones. Redemption fees due to the IIA under the Innovation Law are due upon receipt of milestone payments and royalties received under the Roche Agreement. See Note 14 (Commitment and Contingencies) for additional information. Royalties, including those related to royalties we may receive under the Roche Agreement, are payable to licensors or government entities based on a percentage of net sales of licensed products. Patent maintenance costs are payable to licensors as reimbursement for the cost of maintaining license patents. Due to the contingent nature of the payments, the amounts and timing of payments to licensors under our in-license agreements are uncertain and may fluctuate significantly from period to period. As of December 31, 2023, we have not included these commitments on our consolidated balance sheet because the achievement of events that would trigger our payment obligations and the timing thereof are not fixed and determinable.

In the normal course of business, we enter into services agreements with contract research organizations, contract manufacturing organizations and other third parties. Generally, these agreements provide for termination upon notice, with specified amounts due upon termination based on the timing of termination and the terms of the agreement. The amounts and timing of payments under these agreements are uncertain and contingent upon the initiation and completion of the services to be provided.

Commitments and Contingencies - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Operating cash flows from operating leases	$ 1,129	$ 1,047
Operating cash flows from finance leases	10	3
Financing cash flows from finance leases	54	32
Operating leases		2,286
Finance leases	$ 79	$ 90

Goodwill and Intangible Assets, Net - Schedule of Goodwill and Intangible Assets Net (Details) (Parenthetical) - USD ($)

Dec. 31, 2023

Dec. 31, 2022

Indefinite-Lived Intangible Assets [Line Items]

Unamortized balance of acquired royalty contracts

$ 22,000

IPR&D - VAC2 [Member]

Indefinite-Lived Intangible Assets [Line Items]

Fair value of intangible assets

^[1]

14,840,000

$ 14,840,000

In Process Research and Development [Member]

Indefinite-Lived Intangible Assets [Line Items]

Fair value of intangible assets

46,500,000

IPR&D - OPC1 [Member]

Indefinite-Lived Intangible Assets [Line Items]

Fair value of intangible assets

$ 31,700,000

[1]

Asterias had two IPR&D intangible assets that were valued at $46.5 million as part of the purchase price allocation that was performed in connection with the Asterias Merger. The fair value of these assets at the acquisition date consisted of $31.7 million pertaining to the OPC1 program and $14.8 million pertaining to the VAC platform.

Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions

10. Related Party Transactions

In connection with the putative shareholder class action lawsuits filed in February 2019 and October 2019 challenging the Asterias Merger (see Note 14 (Commitments and Contingencies)), Lineage agreed to pay the expenses for the legal defense of Neal Bradsher, a member of the Lineage board of directors, Broadwood Partners, L.P., a shareholder of Lineage, and Broadwood Capital, Inc., which serves as the general partner of Broadwood Partners, L.P., all of whom were named defendants in the lawsuits, prior to being dismissed. As of December 31, 2023, and 2022, Lineage had incurred a cumulative total of approximately $626,000 and $620,000, respectively, in legal expenses on behalf of the foregoing parties.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Employee Benefit Plan

12 Months Ended

Dec. 31, 2023

Retirement Benefits [Abstract]

Employee Benefit Plan

15. Employee Benefit Plan

We have a defined contribution 401(k) plan for all employees. Under the terms of the plan, employees may make voluntary contributions as a percentage or defined amount of compensation. We provide a safe harbor contribution of up to 5.0% of the employee’s compensation, not to exceed eligible limits, and subject to employee participation. For each of the years ended December 31, 2023 and 2022, we incurred approximately $0.2 million in expenses related to the safe harbor contribution.

Schedule of Lineage's Ownership of Outstanding Shares of its Subsidiaries (Details) (Parenthetical) - shares

Dec. 31, 2023

Dec. 31, 2022

^[1],[2]

Jul. 31, 2022

Cell Cure Neurosciences Ltd [Member]

Ownership percentage

94.00%

Hadasit Bio-Holdings Ltd. [Member]

Class of warrant or right, number of securities called by warrants or rights

21,999

[1]	In July 2022, Hadasit Bio-Holdings Ltd. exercised warrants to purchase 21,999 ordinary shares of Cell Cure Neurosciences Ltd. ("Cell Cure"). Lineage’s ownership percentage of Cell Cure decreased to approximately 94% as a result of the warrant exercise. As of December 31, 2023, our ownership percentage of Cell Cure was approximately 94%.
[2]	Includes shares owned by Lineage and ES Cell International Pte. Ltd.

Property and Equipment, Net - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 562,000	$ 582,000
Amortization expense for right-of-use finance lease assets	$ 50,000	$ 14,000

Goodwill and Intangible Assets, Net

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

7. Goodwill and Intangible Assets, Net

At December 31, 2023 and 2022, goodwill and intangible assets, net consisted of the following (in thousands):


	December 31, 2023			December 31, 2022
Goodwill (1)	$	10,672		$	10,672

Intangible assets:
Acquired IPR&D – OPC1 (from the Asterias Merger) (2)	$	31,700		$	31,700
Acquired IPR&D – VAC (from the Asterias Merger) (2)		14,840			14,840
Intangible assets subject to amortization:
Acquired patents		18,953			18,953
Acquired royalty contracts (3)		650			650
Total intangible assets		66,143			66,143
Accumulated amortization (4)		(19,581	)		(19,451	)
Intangible assets, net	$	46,562		$	46,692

(1)

(2)

(3)

Asterias had royalty cash flows under patent families it acquired from Geron Corporation. Such patent families are expected to continue to generate revenue, are not used in the OPC1 or the VAC platform, and are considered to be separate long-lived intangible assets under ASC Topic 805, Business Combinations.

(4)

As of December 31, 2023 the acquired patents were fully amortized and the acquired royalty contracts had a remaining unamortized balance of $22,000, which will be amortized during 2024.

Lineage recognized approximately $0.1 in amortization expense of intangible assets during each of the years ended December 31, 2023 and 2022.

Income Taxes - Schedule of Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Computed tax benefit at federal statutory rate	21.00%	21.00%
Research and development and other credits	(1.00%)	3.00%
Withholding tax	0.00%	(2.00%)
Permanent differences	(1.00%)	(2.00%)
Change in valuation allowance	(12.00%)	(28.00%)
State tax benefit	2.00%	7.00%
GILTI inclusion	(1.00%)	(1.00%)
Income tax benefit (expense)	8.00%	(2.00%)

Marketable Debt Securities - Summary of Available for Sale Debt Securities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Line Items]
Amortized cost	$ 8,855	$ 46,247
Unrealized gains	1	2
Unrealized losses		(152)
Fair value	8,856	46,097
US Treasury Securities [Member]
Cash and Cash Equivalents [Line Items]
Amortized cost	8,855	46,247
Unrealized gains	1	2
Unrealized losses		(152)
Fair value	$ 8,856	$ 46,097

Shareholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2023	Dec. 31, 2021
Subsidiary or Equity Method Investee [Line Items]
Preferred stock, shares authorized		2,000,000	2,000,000
Preferred stock, no par value		$ 0	$ 0
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Common stock, shares authorized		450,000,000	250,000,000	450,000,000
Common stock, no par value		$ 0	$ 0
Common stock, shares issued		174,986,671	170,093,114
Common stock, shares outstanding		174,986,671	170,093,114
Proceeds from issuance of common stock		$ 6,625	$ 148
Proceeds from warrant exercise		0	$ 991
Sales Agreement [Member]
Subsidiary or Equity Method Investee [Line Items]
Proceeds from issuance of common stock		6,400
Gross proceeds from issuance of common stock		$ 6,600
Sales Agreement [Member] \| Parent Company [Member]
Subsidiary or Equity Method Investee [Line Items]
Net proceeds	$ 25,000				$ 64,100
Common stock unsold	$ 14,100
Sale of stock		4,882,803
Weighted average price per share		$ 1.41
Proceeds from issuance of common stock		$ 6,900
Equity securities available for sale		$ 57,200
2017 Sales Agreement [Member] \| Cantor Fitzgerald and Co Member [Member]
Subsidiary or Equity Method Investee [Line Items]
Percentage of commission payable		3.00%
December 2022 Prospectus Supplement [Member]
Subsidiary or Equity Method Investee [Line Items]
Sale of stock		4,774,603	0

Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Income Tax Disclosure [Abstract]
Additions for tax positions related to the current year	$ 354
Additions for tax positions related to prior years	2,609
Balance at the end of the period	$ 2,963

Goodwill and Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill and Intangible Assets Net

At December 31, 2023 and 2022, goodwill and intangible assets, net consisted of the following (in thousands):


	December 31, 2023			December 31, 2022
Goodwill (1)	$	10,672		$	10,672

Intangible assets:
Acquired IPR&D – OPC1 (from the Asterias Merger) (2)	$	31,700		$	31,700
Acquired IPR&D – VAC (from the Asterias Merger) (2)		14,840			14,840
Intangible assets subject to amortization:
Acquired patents		18,953			18,953
Acquired royalty contracts (3)		650			650
Total intangible assets		66,143			66,143
Accumulated amortization (4)		(19,581	)		(19,451	)
Intangible assets, net	$	46,562		$	46,692

(1)

(2)

(3)

(4)

As of December 31, 2023 the acquired patents were fully amortized and the acquired royalty contracts had a remaining unamortized balance of $22,000, which will be amortized during 2024.

Revenue - Additional Information (Details) - USD ($) $ in Millions		1 Months Ended		12 Months Ended
	Dec. 17, 2021	Jan. 31, 2022	Dec. 31, 2021	Dec. 31, 2023
Accounting Standards Update 2014-09 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Remaining performance obligations				$ 31.1
Expected convertion to revenue by 2026				31.1
Roche Collaboration Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deferred revenues				28.7
Roche Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment	$ 50.0	$ 50.0	$ 50.0	50.0
Collaborative Arrangement [Member] \| Accounting Standards Update 2014-09 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deferred revenues				$ 29.5

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

14. Commitments and Contingencies

Real Property Leases

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 lease was amended in December 2022 and the term was extended for a period of thirty-seven months (the “Extended Term”) commencing on March 1, 2023 (the “Extended Term Commencement Date”). The lease expires on March 31, 2026, and rent was abated for months two through four of the Extended Term. The monthly base rent was $24,666 through the Extended Term Commencement Date, after which it increased to $25,197. As security for the performance of its obligations under the lease, Lineage provided the landlord a security deposit of $17,850, which is included in deposits and other long-term assets on the consolidated balance sheet as of December 31, 2023.

In addition to base rent, Lineage pays 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. These pro-rata charges are expensed as incurred and excluded from the calculation of the ROU assets and lease liabilities.

Carlsbad Sublease

In September 2022, Lineage entered into a sublease for approximately 4,500 square feet of rentable industrial space in Carlsbad, California for a term that commenced on October 1, 2022 and expires on March 31, 2024. As security for the performance of its obligations under the sublease, Lineage provided the landlord with a security deposit of $22,500, which is included in prepaid expense and other current assets on the consolidated balance sheet as of December 31, 2023. Base rent is $22,500 per month until the lease expires. In February 2024, Lineage and the landlord executed an agreement to extend the duration of the term of the sublease for an additional 24 months on similar terms.

Cell Cure Leases

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, 2027, with an option to extend the lease for five years. Base monthly rent is NIS 39,776 (approximately $12,200 per month). 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. These pro-rata charges are expensed as incurred and excluded from the calculation of the ROU assets and lease liabilities.

In January 2018, Cell Cure entered into a lease for an additional 934 square meters (approximately 10,054 square feet) of office space in the same facility that expires on December 31, 2027, with an option to extend the lease for five years. Base rent and construction allowance payments are NIS 93,827 per month (approximately $26,000 per month). Cell Cure has a security deposit denominated in NIS with the landlord held as restricted cash during the term of its facility lease. The value of this security deposit in U.S. dollars fluctuates based upon currency exchange rates and was $450,000 as of December 31, 2023, which is included in deposits and other long-term assets on the consolidated balance sheet.

In November 2021, Cell Cure entered into a lease for an additional 133 square meters (approximately 1,432 square feet) of office space in the same facility that commenced on December 1, 2021, and expires on December 31, 2027, with an option to extend the lease for five years. The base monthly rent was NIS 11,880 (approximately US $3,757) through October 31, 2022 and increased to NIS 12,494 (approximately US $3,951) on November 1, 2022.

In August 2022, Cell Cure entered into a lease for 300 square meters (approximately 3,229 square feet) of office and laboratory space in Jerusalem, Israel that expires December 31, 2027, with an option to extend the lease for five years. Base monthly rent is 16,350 NIS (approximately $4,800 per month). When executing this lease, Cell Cure modified the expiration dates and options terms for the leases identified above to align with this lease. The adjustment to the right-of-use asset and lease liability to reflect the lease modification for the 2-year extension was $0.7 million, while the additional right-of-use asset and lease liability recorded for the new lease was $0.2 million.

Supplemental Information – Leases

Supplemental cash flow information related to leases is as follows (in thousands):


	Year Ended December 31,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,129	$	1,047
Operating cash flows from finance leases	$	10	$	3
Financing cash flows from finance leases	$	54	$	32

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	—	$	2,286
Finance leases	$	79	$	90

Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount rate):


	December 31, 2023			December 31, 2022
Operating leases
Right-of-use assets	$	5,880		$	5,988
Accumulated amortization		(3,358	)		(2,471	)
Right-of-use assets, net	$	2,522		$	3,517

Right-of-use lease liabilities, current	$	830		$	916
Right-of-use lease liabilities, noncurrent		1,979			2,860
Total operating lease liabilities	$	2,809		$	3,776

Finance leases
Right-of-use assets	$	198		$	121
Accumulated amortization		(67	)		(16	)
Right-of-use assets, net	$	131		$	105

Right-of-use lease liabilities, current	$	52		$	29
Right-of-use lease liabilities, noncurrent		91			84
Other current liabilities		—			7
Total finance lease liabilities	$	143		$	120

Weighted average remaining lease term
Operating leases	3.5 years			4.3 years
Finance leases	3.0 years			4.1 years

Weighted average discount rate
Operating leases		6.5	%		6.3	%
Finance leases		6.9	%		6.9	%

Future minimum lease commitments are as follows as of December 31, 2023 (in thousands):


	Operating Leases			Finance Leases
Year Ending December 31,
2024	$	953		$	62
2025		882			51
2026		644			26
2027		683			20
Total lease payments		3,162			159
Less imputed interest		(353	)		(16	)
Total	$	2,809		$	143

Collaborations

Roche Agreement

In December 2021, Lineage entered into the Roche Agreement, wherein Lineage granted to Roche exclusive worldwide rights to develop and commercialize RPE cell therapies, including Lineage’s proprietary cell therapy known as OpRegen, for the treatment of ocular disorders, including GA secondary to AMD.

Under the terms of the Roche Agreement, Roche paid Lineage a $50.0 million upfront payment and Lineage is eligible to receive up to an additional $620.0 million in developmental, regulatory and commercialization milestone payments. Lineage also is eligible for tiered double-digit percentage royalties on net sales of OpRegen in the U.S. and other major markets. All regulatory and commercial milestone payments and royalty payments are subject to the

existence of certain intellectual property rights that cover OpRegen at the time such payments would otherwise become due, and the royalty payments on net sales of OpRegen are subject to financial offsets based on the existence of competing products. Roche assumed responsibility for further clinical development and commercialization of OpRegen. Lineage is responsible for completing activities related to the ongoing clinical study, for which enrollment is complete, and performing certain manufacturing and process development activities.

Unless earlier terminated by either party, the Roche Agreement will expire on a product-by-product and country-by-country basis upon the expiration of all of Roche’s payment obligations under the agreement. Roche may terminate the agreement in its entirety, or on a product-by-product or country-by-country basis, at any time with advance written notice. Either party may terminate the agreement in its entirety with written notice for the other party’s material breach if such party fails to cure the breach or upon certain insolvency events involving the other party.

In January 2022, Lineage received the $50.0 million upfront payment from Roche. Subsequently, Lineage, via Cell Cure, paid $12.1 million to the IIA, and $8.9 million to Hadasit Medical Research Services and Development Ltd. (“Hadasit”). Such payments were made in accordance with obligations under the Innovation Law (as discussed below) and under the terms of Cell Cure’s agreements with Hadasit (as discussed below). The payment to Hadasit was reduced by $1.9 million in accordance with the provisions of such agreements discussed below that reduce the sublicensing fee payable to Hadasit for costs related to Lineage’s performance obligations under the Roche Agreement. To the extent such costs are not incurred within five years after the execution of the Roche Agreement, Cell Cure will be required to pay Hadasit 21.5% of the amount of costs not incurred.

ITI Collaboration Agreement

In April 2021, Lineage entered into a collaborative agreement with ITI whereby Lineage agreed to perform up to approximately $2.2 million worth of certain research, development, manufacturing, and oversight activities related to the development of an allogeneic VAC-CMV product candidate. ITI will reimburse Lineage for these costs and full-time employee costs for the manufacturing of the VAC-CMV product candidate. As of December 31, 2023, Lineage has a remaining performance obligation of approximately $1.6 million for the aforementioned activities. Upon execution of the agreement in April 2021, $0.5 million was paid by ITI to Lineage. Upon delivery of research-grade VAC-CMV product generated by Lineage, ITI paid an additional $0.5 million in August 2021. ITI is currently evaluating its next step under the agreement.

Agreements with Hadasit and IIA

The OpRegen program was supported in part with licenses to technology obtained from Hadasit, the technology transfer company of Hadassah Medical Center, and through a series of research grants from the IIA, an independent agency created to address the needs of global innovation ecosystems. A subset of the intellectual property underlying OpRegen was originally generated at Hadassah Medical Center and licensed to Cell Cure for further development.

Under the Encouragement of Research, Development and Technological Innovation in the Industry Law 5744, and the regulations, guidelines, rules, procedures and benefit tracks thereunder (collectively, the “Innovation Law”), annual research and development programs that meet specified criteria and were approved by a committee of the IIA were eligible for grants. The grants awarded were typically up to 50% of the project’s expenditures, as determined by the IIA committee and subject to the benefit track under which the grant was awarded.

The terms of the grants under the Innovation Law generally require that the products developed as part of the programs under which the grants were given be manufactured in Israel. The know-how developed thereunder may not be transferred outside of Israel unless prior written approval is received from the IIA. Transfer of IIA-funded know-how outside of Israel is subject to approval and payment of a redemption fee to the IIA calculated according to formulas provided under the Innovation Law. In November 2021, the IIA research committee approved an application made by Cell Cure with respect to the grant of an exclusive license and transfer of the technological know-how for OpRegen to Roche. Under the provisions for the redemption fee, Lineage paid the IIA approximately 24.1% of the upfront payment it received under the Roche Agreement, or $12.1 million, and is obligated to pay the IIA approximately 24.1% of any milestone and royalty payments which may be received under the Roche Agreement, up to an aggregate cap on all payments, such cap growing over time via interest accrual until paid in full. As of December 31, 2023, the aggregate cap amount was approximately $93.2 million.

Pursuant to the Second Amended and Restated License Agreement, dated June 15, 2017, between Cell Cure and Hadasit, and a certain letter agreement entered into on December 17, 2021, Cell Cure paid a sublicensing fee to Hadasit of $8.9 million or 21.5% of the $50.0 million upfront payment under the Roche Agreement (subject to certain reductions), and Cell Cure is obligated to pay Hadasit (i) a maximum of 21.5% of any milestone payments Lineage receives under the Roche Agreement (subject to certain reductions, including for costs related to Lineage’s performance obligations under the Roche Agreement) and of any milestone payments, and (ii) up to 50% of all royalty payments (subject to a maximum payment of 5% of net sales of products), Lineage receives under the Roche Agreement. The letter agreement generally terminates upon the termination of the Roche Agreement.

Second Amendment to Clinical Trial and Option Agreement and License Agreement with Cancer Research UK

In May 2020, Lineage and Asterias entered into a Second Amendment to the Clinical Trial and Option Agreement (the “Second CTOA Amendment”) with CRUK and Cancer Research Technology (“CRT”). The Second CTOA Amendment amended the initial agreement and the first amendment to the Clinical Trial and Option Agreement, each of which is dated September 8, 2014, between Asterias, CRUK and CRT. Pursuant to the Second CTOA Amendment, Lineage assumed all obligations of Asterias and exercised early its option to acquire data generated in the Phase 1 clinical trial of VAC2 in non-small cell lung cancer being conducted by CRUK.

Lineage and CRT effectuated the option by simultaneously entering into a license agreement (the “CRT License Agreement”) pursuant to which Lineage paid a signature fee of £1,250,000 (approximately $1.6 million based upon exchange rates in effect when the fee was paid). For the primary licensed product for the first indication, the CRT License Agreement provides for milestone fees of up to £8,000,000 based upon initiation of a Phase 3 clinical trial and the filing for regulatory approval and up to £22,500,000 in sales-based milestones payments. Additional milestone fees and sales-based milestone payments would be payable for other products or indications, and mid-single-digit royalty payments are payable on sales of commercial products.

Either party may terminate the CRT License Agreement for the uncured material breach of the other party. CRT may terminate the CRT License Agreement in the case of Lineage’s insolvency or if Lineage ceases all development and commercialization of all products under the CRT License Agreement.

Other Contingent Obligations

We have obligations under license agreements and grants received from government entities to make future payments to third parties, which become due and payable on the achievement of certain development, regulatory and commercial milestones or on the sublicense of our rights to another party. These commitments include sublicense fees, milestone payments, redemption fees and royalties. Sublicense fees are payable to licensors or government entities when we sublicense underlying intellectual property to third parties; the fees are based on a percentage of the license-related revenue we receive from sublicensees. Milestone payments are due to licensors or government entities upon the future achievement of certain development and regulatory milestones. Redemption fees due to the IIA under the Innovation Law are due upon receipt of any milestone and royalties received under the Roche Agreement. Royalties are payable to licensors or government entities based on a percentage of net sales of licensed products. As of December 31, 2023, we have not included these commitments on our consolidated balance sheet because the achievement and timing of these events are not fixed and determinable.

Litigation – General

From time to time, we are subject to legal proceedings and claims in the ordinary course of business. While management presently believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, cash flows, or overall trends in results of operations, legal proceedings are subject to inherent uncertainties, and unfavorable rulings or outcomes could occur that have individually or in aggregate, a material adverse effect on our business, financial condition or operating results. We are not currently subject to any pending material litigation, other than ordinary routine litigation incidental to our business.

Asterias Merger

In November 2018, Lineage, Asterias Biotherapeutics, Inc. (“Asterias”), and Patrick Merger Sub, Inc., a wholly owned subsidiary of Lineage, entered into an Agreement and Plan of Merger pursuant to which Lineage agreed to acquire all of the outstanding common stock of Asterias in a stock-for-stock transaction (the “Asterias Merger”). The

Asterias Merger closed in March 2019. In October 2019, a putative class action lawsuit was filed against the company and certain other named defendants challenging the Asterias Merger.

In February 2023, the court approved a Stipulation and Agreement of Compromise and Settlement pursuant to which, Lineage and certain insurers of the defendants paid $10.65 million (the “Settlement Amount”) into a fund created for the benefit of the purported class and in consideration for the full and final release, settlement and discharge of all claims. Approximately $7.12 million of the Settlement Amount was funded by certain insurers and approximately $3.53 million was paid by Lineage.

Lineage and all defendants have denied, and continue to deny, the claims alleged in the lawsuit and the settlement does not reflect or constitute any admission, concession, presumption, proof, evidence or finding of any liability, fault, wrongdoing or injury or damages, or of any wrongful conduct, acts or omissions on the part any defendant.

Premvia Litigation Settlement

In July 2019, the Company, along with other named defendants, was sued in the Superior Court of the State of California in a matter captioned Gonzalez v. Aronowitz, M.D., et al. The plaintiff asserted medical negligence and product liability causes of action relating to the 2017 and 2018 use in a clinical trial of a product candidate, Premvia, that the Company is no longer developing and has no plans to pursue, and that is not related to the cell therapy candidates the Company currently is developing. In February 2023, the Company and the other defendants each entered into settlement agreements with the plaintiff pursuant to which the defendants without admitting any liability, which the defendants expressly denied, each agreed to pay specified amounts to the plaintiff in exchange for a full settlement and release and discharge of claims. The Company’s insurance covered the full amount paid by the Company excluding the $25,000 insurance deductible.

HBL Books and Records Request

On April 17, 2023, Cell Cure received a motion for disclosure of documents pursuant to Section 198A of the Israeli Companies Law 5759-1999. The motion was filed in the district court in Tel Aviv-Yafo (the “Court”) by HBL Hadasit Bio-Holdings Ltd. (“HBL”), currently an approximately 5% shareholder of Cell Cure. According to the motion, the requested production of documents is intended to allow HBL to examine the possibility of pursuing a derivative action related to, among other things, the validity of an intercompany Collaboration and License Agreement (the “Intercompany Agreement”) entered into between Lineage and Cell Cure pursuant to which Cell Cure conveyed certain rights and other assets to Lineage, and Lineage agreed to undertake certain liabilities and obligations of Cell Cure relating to the OpRegen® program. In its motion, HBL alleges, among other things, that Lineage, in its capacity as Cell Cure’s controlling shareholder, and members of Cell Cure’s board of directors caused damage to Cell Cure because the Intercompany Agreement was an interested party transaction that was not fairly priced and exploits Cell Cure’s resources for the benefit of Lineage. The motion seeks an order to compel Cell Cure to disclose and deliver to HBL the documents described in the motion, such additional, cumulative, or alternative relief as the court deems appropriate, and reimbursement of HBL’s expenses, including attorneys’ fees. Cell Cure filed an opposition to the motion on July 9, 2023. The Court set a hearing date for the motion of March 14, 2024. 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 employment agreements with all of its 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 agree to indemnify and reimburse other parties, typically Lineage’s clinical research organizations, investigators, clinical sites, and suppliers, 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 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 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. Generally, Lineage has not been subject to any material claims or demands for indemnification. Lineage maintains liability insurance policies that limit its financial exposure under the indemnification agreements. Accordingly, Lineage has not recorded any liabilities for these agreements as of December 31, 2023 or 2022.

Royalty Obligations and License Fees

We have licensing agreements with research institutions, universities and other parties providing us with certain rights to use intellectual property in conducting research and development activities in exchange for the payment of royalties on future product sales, if any. In addition, in order to maintain these licenses and other rights, we must comply with various conditions including the payment of patent related costs and annual minimum maintenance fees.

As part of the Asterias Merger, Lineage acquired royalty revenues for cash flows generated under patent families that Asterias acquired from Geron Corporation. Lineage continues to make royalty payments to Geron from royalties generated from these patents. Royalty revenues and royalty payments are included within royalties, license and other revenues and cost of sales, respectively, in our consolidated statements of operations.

Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Feb. 08, 2024	Dec. 31, 2023	Dec. 31, 2022	Feb. 06, 2024
Subsequent Event [Line Items]
Proceeds from issuance of common stock		$ 6,625	$ 148
Subsequent Event [Member]
Subsequent Event [Line Items]
Amount reserved for future issuance				$ 40,000
Proceeds from issuance of common stock	$ 13,800
Subsequent Event [Member] \| Parent Company [Member]
Subsequent Event [Line Items]
Sale of stock	13,461,540
offering price	$ 1.04
Subsequent Event [Member] \| Neal Bradsher [Member]
Subsequent Event [Line Items]
Sale of stock	6,730,770
Subsequent Event [Member] \| Don M. Bailey [Member]
Subsequent Event [Line Items]
Sale of stock	96,155

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, no par value	$ 0		$ 0
Preferred stock, shares authorized	2,000,000		2,000,000
Preferred stock, shares issued	0		0
Preferred stock, shares outstanding	0		0
Common stock, no par value	$ 0		$ 0
Common stock, shares authorized	450,000,000	450,000,000	250,000,000
Common stock, shares issued	174,986,671		170,093,114
Common stock, shares outstanding	174,986,671		170,093,114

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2023	Mar. 01, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Financial Statement Error Correction [Flag]	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-12830
Entity Registrant Name	Lineage Cell Therapeutics, Inc.
Entity Central Index Key	0000876343
Entity Tax Identification Number	94-3127919
Entity Incorporation, State or Country Code	CA
Entity Address, Address Line One	2173 Salk Avenue
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Carlsbad
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92008
City Area Code	442
Local Phone Number	287-8990
Title of 12(b) Security	Common shares
Trading Symbol	LCTX
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 185.6
Entity Common Stock, Shares Outstanding		188,533,536
Documents Incorporated by Reference	Portions of the registrant’s definitive proxy statement relating to its 2024 annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.
ICFR Auditor Attestation Flag	false
Auditor Name	WithumSmith+Brown, PC
Auditor Location	San Francisco, California
Auditor Firm ID	100

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis

We measure our cash equivalents, marketable securities and our liability classified warrants at fair value on a recurring basis. The fair values of such assets and liabilities were as follows as of December 31, 2023 and 2022 (in thousands):


			Fair Value Measurements Using
	Balance at December 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Money market fund (1)	$	21,029	$	21,029	$	—	$	—
Marketable debt securities (1)		8,856		8,856		—		—
Marketable equity securities		50		50		—		—
Total assets measured at fair value	$	29,935	$	29,935	$	—	$	—


			Fair Value Measurements Using
	Balance at December 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Money market fund (1)	$	4,102	$	4,102	$	—	$	—
Marketable debt securities		46,097		46,097		—		—
Marketable equity securities		423		423		—		—
Total assets measured at fair value	$	50,622	$	50,622	$	—	$	—
Liabilities:
Warrants to purchase Cell Cure ordinary shares (2)	$	2	$	—	$	—	$	2
Total liabilities measured at fair value	$	2	$	—	$	—	$	2

(1)

(2)

Commitments and Contingencies - Additional Information (Details)					1 Months Ended													12 Months Ended
	Nov. 01, 2022 USD ($)	Nov. 01, 2022 ILS (₪)	Aug. 01, 2022 USD ($)	Dec. 17, 2021 USD ($)	Feb. 28, 2023 USD ($)	Sep. 30, 2022 ft²	Aug. 31, 2022 USD ($) m² ft²	Jan. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Nov. 30, 2021 USD ($) m² ft²	Aug. 31, 2021 USD ($)	Apr. 30, 2021 USD ($)	May 31, 2020 GBP (£)	May 31, 2020 USD ($)	May 31, 2019 USD ($) ft²	Jan. 31, 2018 USD ($) m² ft²	Jan. 31, 2018 ILS (₪) m² ft²	Dec. 31, 2023 USD ($) m² ft²	Dec. 31, 2023 ILS (₪) m² ft²	Dec. 31, 2022 USD ($)	Aug. 01, 2022 ILS (₪)	Nov. 30, 2021 ILS (₪) m² ft²	Dec. 17, 2017
Loss Contingencies [Line Items]
Deposit assets																		$ 100,000		$ 100,000
Upfront payment																		14,300,000
Insurance deductable					$ 25,000
Roche Agreement [Member]
Loss Contingencies [Line Items]
Upfront payment				$ 50,000,000				$ 50,000,000	$ 50,000,000									50,000,000
Maximum milestone payments to be received upon performance conditions								620,000,000	$ 620,000,000
Roche Agreement [Member] \| Israel Innovation Authority [Member]
Loss Contingencies [Line Items]
Loss contingency accrual, payments								12,100,000
Roche Agreement [Member] \| Hadasit Medical Research Services and Development Ltd [Member]
Loss Contingencies [Line Items]
Loss contingency accrual, payments								8,900,000
Contingency withheld amount								$ 1,900,000
Pay costs percentage								21.50%
ITI Collaboration Agreement [Member]
Loss Contingencies [Line Items]
Upfront payment											$ 500,000	$ 500,000
Budgetary commitment amount												$ 2,200,000
Purchase obligation																		$ 1,600,000
Agreements With Hadasit and IIA [Member]
Loss Contingencies [Line Items]
Upfront payment percentage										24.10%
Upfront payment received										$ 12,100,000
Grants awarded percentage																		50.00%	50.00%
Royalty payment percentage										24.10%												24.10%	50.00%
Aggregate cap amount																		$ 93,200,000
Sublicensing fee				$ 8,900,000
Sublicensing fee percentage				21.50%
Maximum percentage of milestone payments				21.50%
License Agreement [Member]
Loss Contingencies [Line Items]
Agreed signature fee amount													£ 1,250,000	$ 1,600,000
License Agreement [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Clinical regulatory milestone \| £													8,000,000
Sales related milestones \| £													£ 22,500,000
Settlement Agreement [Member]
Loss Contingencies [Line Items]
Litigation settlement amount					10,650,000
Settlement Agreement [Member] \| Insurers [Member]
Loss Contingencies [Line Items]
Litigation settlement amount					7,120,000
Settlement Agreement [Member] \| Parent Company [Member]
Loss Contingencies [Line Items]
Litigation settlement amount					$ 3,530,000
Carlsbad Lease [Member]
Loss Contingencies [Line Items]
Rentable area \| ft²															8,841
Lease expiration date															Mar. 31, 2026
Base monthly rent															$ 24,666
Increased rent amount															$ 25,197
Security deposit																		17,850
Lease commencement date															Mar. 01, 2023
Carlsbad Sub Lease [Member]
Loss Contingencies [Line Items]
Rentable area \| ft²						4,500
Lease expiration date						Mar. 31, 2024
Base monthly rent																		$ 22,500
Lease commencement date						Oct. 01, 2022
Sublease agreement option to extend																		In February 2024, Lineage and the landlord executed an agreement to extend the duration of the term of the sublease for an additional 24 months on similar terms.
Carlsbad Sub Lease [Member] \| Prepaid Expenses and Other Current Assets [Member]
Loss Contingencies [Line Items]
Security deposit																		$ 22,500
Cell Cure Leases [Member]
Loss Contingencies [Line Items]
Rentable area \| ft²							3,229			1,432						10,054	10,054	7,842	7,842			1,432
Lease expiration date							Dec. 31, 2027			Dec. 31, 2027						Dec. 31, 2027	Dec. 31, 2027	Dec. 31, 2027
Base monthly rent							$ 4,800			$ 3,757								$ 12,200	₪ 39,776		₪ 16,350	₪ 11,880
Land subject to ground leases \| m²							300			133						934	934	728.5	728.5			133
Lessee operating lease renewal term description							option to extend the lease for five years			option to extend the lease for five years						option to extend the lease for five years	option to extend the lease for five years	option to extend the lease for five years
Base rent and construction allowance per month																$ 26,000	₪ 93,827
Deposit assets																		$ 450,000
Payments for rent	$ 3,951	₪ 12,494
Lease modification			$ 700,000
Additional right of use asset and lease liability			$ 200,000

Marketable Debt Securities

12 Months Ended

Dec. 31, 2023

Cash and Cash Equivalents [Abstract]

Marketable Debt Securities

4. Marketable Debt Securities

As of December 31, 2023, Lineage had $8.9 million in marketable debt securities classified in the consolidated balance sheet within cash equivalents, as they had an original maturity of three months or less when purchased. As of December 31, 2022, Lineage had $46.0 million in marketable debt securities which had an original maturity of more than three months when purchased, and therefore are not classified as cash equivalents on the consolidated balance sheet.


	December 31, 2023
Financial Assets:	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
U.S. Treasury securities	$	8,855	$	1	$	-	$	8,856
Total	$	8,855	$	1	$	-	$	8,856


	December 31, 2022
Financial Assets:	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
U.S. Treasury securities	$	46,247	$	2	$	(152	)	$	46,097
Total	$	46,247	$	2	$	(152	)	$	46,097

The Company has not recognized an allowance for credit losses on any securities in an unrealized loss position as of December 31, 2023 and 2022. We believe that the individual unrealized losses represent temporary declines resulting from changes in interest rates, and we intend to hold these marketable securities to their maturity. The Company currently does not intend to sell these securities prior to maturity and does not consider these investments to be other-than-temporarily impaired at December 31, 2023.

As of December 31, 2023, the amortized cost and estimated fair value of the Company’s available-for-sale debt securities by contractual maturity are shown below (in thousands):


Available-for-sale debt securities maturing:	Amortized Cost		Estimated Fair Value
In one year or less	$	8,855	$	8,856
Total available-for-sale debt securities	$	8,855	$	8,856

Revenue - Schedule of Collaboration Agreements (Details) - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Disaggregation of Revenue [Line Items]

Total transaction price

^[1],[2]

$ 29,501

$ 37,146

$ 50,500

Collaborative Arrangement [Member]

Disaggregation of Revenue [Line Items]

Total transaction price

53,220

Collaborative Arrangement [Member] | Upfront [Member]

Disaggregation of Revenue [Line Items]

Total transaction price

^[3]

50,500

Collaborative Arrangement [Member] | Development [Member]

Disaggregation of Revenue [Line Items]

Total transaction price

^[4]

500

Collaborative Arrangement [Member] | Reimbursements [Member]

Disaggregation of Revenue [Line Items]

Total transaction price

^[5]

2,220

Immunomic Therapeutics [Member] | Collaborative Arrangement [Member]

Disaggregation of Revenue [Line Items]

Total transaction price

^[6]

3,220

Immunomic Therapeutics [Member] | Collaborative Arrangement [Member] | Upfront [Member]

Disaggregation of Revenue [Line Items]

Total transaction price

^[3],[6]

500

Immunomic Therapeutics [Member] | Collaborative Arrangement [Member] | Development [Member]

Disaggregation of Revenue [Line Items]

Total transaction price

^[4],[6]

500

Immunomic Therapeutics [Member] | Collaborative Arrangement [Member] | Reimbursements [Member]

Disaggregation of Revenue [Line Items]

Total transaction price

^[5],[6]

2,220

Roche [Member] | Collaborative Arrangement [Member]

Disaggregation of Revenue [Line Items]

Total transaction price

^[7]

50,000

Roche [Member] | Collaborative Arrangement [Member] | Upfront [Member]

Disaggregation of Revenue [Line Items]

Total transaction price

^[3],[7]

50,000

Roche [Member] | Collaborative Arrangement [Member] | Development [Member]

Disaggregation of Revenue [Line Items]

Total transaction price

^[4],[7]

Roche [Member] | Collaborative Arrangement [Member] | Reimbursements [Member]

Disaggregation of Revenue [Line Items]

Total transaction price

^[5],[7]

[1]	As of December 31, 2023 and 2022, $10.8 million and $9.4 million, respectively, was recorded within current deferred revenues with the remainder included within long-term deferred revenue on the consolidated balance sheet.
[2]	Excludes amounts outside the scope of ASU 2014-09 - Revenue from Contracts with Customers (Topic 606).
[3]	Upfront license fees.
[4]	Event-based development and regulatory milestones amounts.
[5]	Reimbursements and costs-sharing payments.
[6]	Regarding the accounting treatment for the collaborative agreement, the license and related development deliverables were determined to be highly interdependent and interrelated and have been combined as one performance obligation. Delivery is determined to be over time and revenue will be recognized utilizing an input method of costs incurred over total estimated costs in the work plan. The regulatory milestones are variable considerations that are fully constrained until the uncertainty of each milestone has been resolved. Sales-based milestones and royalties are variable considerations that will not be included in the transaction price until the related commercialization and sales have occurred. The cost reimbursements are considered variable consideration and are included in the transaction price. Revenues related to the cost reimbursements are presented gross on the consolidated statement of operations instead of a reduction to the costs being reimbursed. We currently estimate the unsatisfied performance obligations within the contract to be completed during the year ending December 31, 2024.
[7]	Regarding the accounting treatment for the collaborative agreement, the license, technology transfer and related clinical deliverables were determined to be highly interdependent and interrelated and have been combined as one performance obligation. Delivery is determined to be over time and revenue will be recognized utilizing an input method of costs incurred over total estimated costs to complete the performance obligation. A material customer option for additional goods and services was included in the transaction price, and $12.0 million of the transaction price was allocated to the second performance obligation. The option will be recognized when the customer exercises the option or when this option expires. Regulatory and development milestones are variable considerations that are fully constrained until the uncertainty of each milestone has been resolved. Sales-based milestones and royalties are variable considerations that will not be included in the transaction price until the related commercialization milestones and sales targets have occurred. We currently estimate the unsatisfied performance obligations within the contract to be completed by December 31, 2026.

- 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.

+ References + Details

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

19. Subsequent Events

On February 8, 2024, Lineage completed a registered direct offering of 13,461,540 of its common shares at a price of $1.04 per share. An existing significant shareholder, Broadwood Partners, L.P., which is affiliated with Neal Bradsher, a member of Lineage's board of directors, purchased 6,730,770 common shares in the offering, and Don M. Bailey, a member of Lineage's board of directors purchased 96,155 common shares in the offering. Net proceeds to Lineage from the offering were approximately $13.8 million.

On February 6, 2024, Lineage filed a prospectus supplement to update and amend the ATM Prospectus Supplement to reduce the dollar amount of common shares Lineage may sell in its at-the-market offering program. Accordingly, from and after February 6, 2024, Lineage may offer and sell from time-to-time common shares having an aggregate offering price of up to $40.0 million in its at-the-market offering program.

Commitments and Contingencies - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Right-of-use lease liabilities, current	$ 830	$ 916
Right-of-use lease liabilities, noncurrent	1,979	2,860
Total operating lease liabilities	2,809	3,776
Finance leases, Right-of-use lease liabilities, current	52	29
Finance leases, Right-of-use lease liabilities, noncurrent	91	84
Other current liabilities		7
Total finance lease liabilities	$ 143	$ 120
Weighted average remaining lease term	3 years 6 months	4 years 3 months 18 days
Weighted average remaining lease term	3 years	4 years 1 month 6 days
Weighted average discount rate	6.50%	6.30%
Weighted average discount rate	6.90%	6.90%
Operating Lease [Member]
Lessee, Lease, Description [Line Items]
Right-of-use assets	$ 5,880	$ 5,988
Accumulated amortization	(3,358)	(2,471)
Right-of-use assets, net	2,522	3,517
Finance leases [Member]
Lessee, Lease, Description [Line Items]
Finance leases, Right-of-use assets	198	121
Finance leases, Accumulated amortization	(67)	(16)
Finance leases, Right-of-use assets, net	$ 131	$ 105

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss attributable to Lineage Cell Therapeutics, Inc.	$ (21,486,000)	$ (26,273,000)
Net income (loss) allocable to noncontrolling interest	7,000	(80,000)
Adjustments to reconcile net loss attributable to Lineage Cell Therapeutics, Inc. to net cash (used in) provided by operating activities:
Loss on marketable equity securities, net	176,000	2,194,000
Accretion of income on marketable debt securities	(679,000)	(501,000)
Depreciation expense, including amortization of leasehold improvements	562,000	582,000
Change in right-of-use assets and liabilities	91,000	(35,000)
Amortization of intangible assets	130,000	145,000
Stock-based compensation	4,640,000	4,287,000
Gain on revaluation of warrant liability	(2,000)	(225,000)
Deferred income tax benefit	(1,803,000)	0
Foreign currency remeasurement and other loss	602,000	2,272,000
Gain on sale of assets	0	(11,000)
Changes in operating assets and liabilities:
Accounts receivable, net (Note 3)	(446,000)	50,314,000
Prepaid expenses and other current assets	(418,000)	446,000
Accounts payable and accrued liabilities (Note 7)	(2,295,000)	(18,702,000)
Deferred revenue (Note 3)	(7,645,000)	(13,354,000)
Net cash (used in) provided by operating activities	(28,566,000)	1,059,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of marketable equity securities	196,000	0
Purchases of marketable debt securities	(16,403,000)	(53,412,000)
Maturities of marketable debt securities	63,330,000	7,666,000
Purchase of equipment	(674,000)	(413,000)
Net cash provided by (used in) investing activities	46,449,000	(46,159,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from employee options exercised	88,000	648,000
Common shares received and retired for employee taxes paid	(37,000)	(17,000)
Proceeds from exercise of subsidiary warrants, net	0	991,000
Proceeds from sale of common shares	6,625,000	148,000
Payments for offering costs	(199,000)	(106,000)
Repayment of finance lease liabilities	(54,000)	(32,000)
Net cash provided by financing activities	6,423,000	1,632,000
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(250,000)	(873,000)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	24,056,000	(44,341,000)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
At beginning of the period	11,936,000	56,277,000
At end of the period	35,992,000	11,936,000
SUPPLEMENTAL DISCLOSURES
Cash paid for interest	10,000	13,000
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND INVESTINGACTIVITIES:
Property and equipment expenditures in accounts payable	8,000	28,000
Amortization of financing costs	22,000
Receivable from exercise of stock options		32,000
Reconciliation of cash, cash equivalents and restricted cash, end of period:
Cash and cash equivalents	35,442,000	11,355,000
Restricted cash included in deposits and other long-term assets (see Note 14 (Commitments and Contingencies))	550,000	581,000
Total cash, cash equivalents, and restricted cash	$ 35,992,000	$ 11,936,000

Revenue

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue

3. Revenue

Our disaggregated revenues were as follows (in thousands):


	Year Ended December 31,
	2023		2022
Revenues under collaborative agreements
Upfront license fees (1)	$	7,588	$	13,367
Total revenues under collaborative agreements		7,588		13,367

Royalties, license and other revenues (2)		1,357		1,336

Total revenue	$	8,945	$	14,703

(1)

(2)

Of the royalties, license and other revenues recognized each period, $87,000 and $0 was included within deferred revenues as contract liabilities as of January 1, 2023 and 2022, respectively.

We are recognizing the $50.0 million upfront payment under the Roche Agreement utilizing an input method of costs incurred over total estimated costs to be incurred. At each reporting period, we update our total estimated collaboration costs, and any resulting adjustments are recorded on a cumulative basis which would affect revenue and net income (loss) in the period of adjustment. We believe the input methodology represents the most appropriate measure of progress towards satisfaction of the identified performance obligations.

For contracts with customers including collaboration partners which are within the scope of ASU 2014-09 – Revenue from Contracts with Customers (Topic 606), the aggregate amount of the transaction price allocated to remaining performance obligations as of December 31, 2023 was $31.1 million, of which $29.5 million has been collected and is reported as deferred revenues. The $31.1 million is expected to be converted to revenue by December 2026.

Accounts receivable, net, and deferred revenues (contract liabilities) from contracts with customers, including collaboration partners, consisted of the following (in thousands):


	December 31, 2023		December 31, 2022
Accounts receivable, net - beginning of the period (1)	$	297	$	50,640
Accounts receivable, net - end of the period (1)	$	676	$	297

Contract liabilities (1)(2)
Deferred revenues - beginning of the period	$	37,146	$	50,500
Deferred revenues - end of the period	$	29,501	$	37,146

(1)

Excludes amounts outside the scope of ASU 2014-09 - Revenue from Contracts with Customers (Topic 606).

(2)

The following table presents amounts under our collaboration agreements included in the transaction price (i.e., cumulative amounts triggered or probable) as of December 31, 2023 (in thousands):


	Upfront(1)		Development(2)		Reimbursements(3)		Total
Collaboration partner and agreement date:
ITI (April 2021)(4)	$	500	$	500	$	2,220	$	3,220
Roche (December 2021)(5)		50,000		—		—		50,000
Total amounts under our collaboration agreements included in the transaction price	$	50,500	$	500	$	2,220	$	53,220

(1)

Upfront license fees.

(2)

Event-based development and regulatory milestones amounts.

(3)

Reimbursements and costs-sharing payments.

(4)

(5)

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Selected Quarterly Financial Information

12 Months Ended

Dec. 31, 2023

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Information [Text Block]

18. Selected Quarterly Financial Information (UNAUDITED) (in thousands, except per share data)

Lineage has derived this data from the unaudited consolidated interim financial statements that, in Lineage’s opinion, have been prepared on substantially the same basis as the audited consolidated financial statements contained herein and include all normal recurring adjustments necessary for a fair presentation of the financial information for the periods presented. These unaudited consolidated quarterly results should be read in conjunction with the consolidated financial statements and notes thereto included herein. The consolidated operating results in any quarter are not necessarily indicative of the consolidated results that may be expected for any future period.


	First			Second			Third			Fourth
Year Ended December 31, 2023	Quarter			Quarter			Quarter			Quarter
Revenues	$	2,386		$	3,225		$	1,246		$	2,088
Operating expenses		8,909			8,122			7,782			8,194
Loss from operations		(6,642	)		(5,024	)		(6,705	)		(6,362	)
Net loss attributable to Lineage		(4,372	)		(5,229	)		(7,110	)		(4,775	)

Basic and diluted net loss per share	$	(0.03	)	$	(0.03	)	$	(0.04	)	$	(0.03	)

Year Ended December 31, 2022
Revenues	$	5,237		$	4,553		$	2,998		$	1,915
Operating expenses		11,457			8,572			8,014			8,452
Loss from operations		(6,396	)		(4,234	)		(5,251	)		(6,639	)
Net loss attributable to Lineage		(7,087	)		(6,763	)		(6,069	)		(6,354	)

Basic and diluted net loss per share	$	(0.04	)	$	(0.04	)	$	(0.04	)	$	(0.03	)

Quarterly and year-to-date computations of net loss per share amounts are calculated using the respective period weighted average shares outstanding. Therefore, the sum of the per share amounts for the quarters may not agree with the per share amounts for the year.

Stock-Based Awards - Schedule of Share-based Compensation Activity (Details) - USD ($) $ / shares in Units, shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted Average Grant Date Fair Value Per Share, Beginning balance	$ 1.09
Weighted Average Grant Date Fair Value Per Share, RSUs forfeited	0.85
Weighted Average Grant Date Fair Value Per Share, RSUs Vested	1.5
Weighted Average Grant Date Fair Value Per Share, Ending balance	$ 1.11	$ 1.09
Number of Options Exercisable and Expected to Vest	10,824
Weighted Average Exercise Price of Options exercisable and expected to vest	$ 1.42
2021 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options Outstanding, Beginning balance	6,001
Number of RSUs Outstanding, Beginning balance	939
Weighted Average Exercise Price of Options Outstanding, Beginning balance	$ 1.4
Number of Options Outstanding, Options granted	5,758
Weighted Average Exercise Price of Options Outstanding, Options granted	$ 1.45
Number of Options Outstanding, Options forfeited	(935)
Weighted Average Exercise Price of Options Outstanding, Options expired/forfeited/cancelled	$ 1.43
Number of RSUs Outstanding, RSUs forfeited	(191)
Number of RSUs Outstanding, RSUs vested	(80)
Number of Options Outstanding, Ending balance	10,824	6,001
Number of RSUs Outstanding, Ending balance	668	939
Weighted Average Exercise Price of Options Outstanding, Ending balance	$ 1.42	$ 1.4
Number of Options exercisable	2,593
Weighted Average Exercise Price of Options exercisable	$ 1.41
Weighted Average Remaining Contractual Team (Years),Options Outstanding	8 years 7 months 17 days	8 years 6 months 29 days
Weighted Average Remaining Contractual Team (Years),Options exercisable	7 years 9 months
Weighted Average Remaining Contractual Team (Years), Options exercisable and expected to vest	8 years 7 months 17 days
Aggregate Intrinsic Value, Options Outstanding	$ 4
Aggregate Intrinsic Value, Options exercisable and expected to vest	$ 4
2012 Equity Incentive Plan and 2018 Inducement Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options Outstanding, Beginning balance	12,172
Weighted Average Exercise Price of Options Outstanding, Beginning balance	$ 1.83
Number of Options Outstanding, Options exercised	(66)
Weighted Average Exercise Price of Options, Options exercised	$ 0.84
Number of Options Outstanding, Options forfeited	(1,267)
Weighted Average Exercise Price of Options Outstanding, Options expired/forfeited/cancelled	$ 1.83
Number of Options Outstanding, Ending balance	10,839	12,172
Weighted Average Exercise Price of Options Outstanding, Ending balance	$ 1.83	$ 1.83
Number of Options exercisable	9,591
Number of Options Exercisable and Expected to Vest	10,839
Weighted Average Exercise Price of Options exercisable	$ 1.78
Weighted Average Exercise Price of Options exercisable and expected to vest	$ 1.83
Weighted Average Remaining Contractual Team (Years),Options Outstanding	5 years 3 months 18 days	5 years 8 months 8 days
Weighted Average Remaining Contractual Team (Years),Options exercisable	5 years 18 days
Weighted Average Remaining Contractual Team (Years), Options exercisable and expected to vest	5 years 3 months 18 days
Aggregate Intrinsic Value, Options Outstanding	$ 1,047,000	$ 1,364,000
Aggregate Intrinsic Value, Options exercisable	984,000
Aggregate Intrinsic Value, Options exercisable and expected to vest	$ 1,047,000

Goodwill and Intangible Assets, Net - Schedule of Goodwill and Intangible Assets Net (Details) - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

Finite-Lived Intangible Assets [Line Items]

Goodwill

^[1]

$ 10,672

Total intangible assets

66,143

Accumulated amortization

^[2]

(19,581)

(19,451)

Intangible assets, net

46,562

46,692

IPR&D - OPC1 [Member]

Finite-Lived Intangible Assets [Line Items]

Intangible assets

^[3]

31,700

IPR&D - VAC2 [Member]

Finite-Lived Intangible Assets [Line Items]

Intangible assets

^[3]

14,840

Patents [Member]

Finite-Lived Intangible Assets [Line Items]

Intangible assets subject to amortization

18,953

Royalty Contracts [Member]

Finite-Lived Intangible Assets [Line Items]

Intangible assets subject to amortization

^[4]

$ 650

[1]	Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed in the Asterias Merger, see Note 14 (Commitment and Contingencies) for further discussion on the Asterias Merger. To date, we have not recognized any goodwill impairment.
[2]	As of December 31, 2023 the acquired patents were fully amortized and the acquired royalty contracts had a remaining unamortized balance of $22,000,
[3]	Asterias had two IPR&D intangible assets that were valued at $46.5 million as part of the purchase price allocation that was performed in connection with the Asterias Merger. The fair value of these assets at the acquisition date consisted of $31.7 million pertaining to the OPC1 program and $14.8 million pertaining to the VAC platform.
[4]	Asterias had royalty cash flows under patent families it acquired from Geron Corporation. Such patent families are expected to continue to generate revenue, are not used in the OPC1 or the VAC platform, and are considered to be separate long-lived intangible assets under ASC Topic 805, Business Combinations.

Significant Accounting Policies - Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	21,663	18,173
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	668	939

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenue Recognition

Royalties from Product Sales and License Fees

Collaborative Agreements

variable considerations (e.g., milestone payments) must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price.

Basic and Diluted Net Income (Loss) per Share Attributable to Common Shareholders


	Year ended December 31,
	2023		2022
Stock options		21,663		18,173
Restricted stock units		668		939

Accounts and Grants Receivable, Net

Leases

Goodwill and IPR&D

Going Concern Assessment

Cash and Cash Equivalents

Restricted Cash

Concentrations of Credit Risk and Significant Sources of Supply

Property and Equipment, Net

Long-lived Intangible Assets

Impairment of Long-lived Assets

Transactions with Noncontrolling Interests of Subsidiaries

Research and Development Expenses

General and Administrative Expenses

Foreign Currency Translation Adjustments, Other Comprehensive Income or Loss and Foreign Currency Transaction Gains and Losses

Income Taxes

Stock-based Compensation

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements -

Recently Issued Accounting Pronouncements

Debt Securities [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Marketable Securities

Equity Securities [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Marketable Securities

Shareholders’ Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Shareholders' Equity

11. Shareholders’ Equity

Preferred Shares

Lineage is authorized to issue 2,000,000 preferred shares, no par value. The preferred shares may be issued in one or more series as the Lineage board of directors may determine by resolution. The Lineage 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. The Lineage 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. As of December 31, 2023 and 2022, there were no preferred shares issued or outstanding.

Common Shares

At December 31, 2022, Lineage was authorized to issue 250,000,000 common shares, no par value. In September 2023, Lineage's shareholders approved an increase in the number of authorized common shares, no par value, from 250,000,000 to 450,000,000. As of December 31, 2023 and December 31, 2022, there were 174,986,671 and 170,093,114 common shares issued and outstanding, respectively.

At The Market Offering Program

In May 2020, 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 sell its common shares from time to time through an ATM program under the Sales Agreement.

In March 2021, Lineage filed a prospectus supplement with the SEC in connection with the offer and sale of $25.0 million of common shares through the ATM program under the Sales Agreement (“March 2021 Prospectus Supplement”).

In December 2021, Lineage filed a prospectus supplement with the SEC in connection with the offer and sale of up to $64.1 million of common shares (which included $14.1 million of its common shares which then remained unsold under the March 2021 Prospectus Supplement) through the ATM program under the Sales Agreement. Following the filing of the prospectus supplement in December 2021, no further sales were made or will be made under the March 2021 Prospectus Supplement. The prospectus supplement filed in December 2021 was updated, amended and supplemented by a prospectus supplement filed with the SEC on May 18, 2023 (the prospectus supplement filed in December 2021, as updated, amended and supplemented by the prospectus supplement filed in May 2023, the “ATM Prospectus Supplement”).

As of December 31, 2023, Lineage had sold 4,882,803 common shares under the ATM Prospectus Supplement at a weighted average price per share of $1.41 for gross proceeds of $6.9 million. As of December 31, 2023, $57.2 million remained available for sale under the ATM Prospectus Supplement. During the year ended December 31, 2023, 4,774,603 shares were sold under the ATM Prospectus Supplement for gross proceeds of $6.6 million and net proceeds of $6.4 million. There were no such sales during 2022.

The shares offered under the ATM Prospectus Supplement are registered pursuant to Lineage’s effective shelf registration statement on Form S-3 (File No. 333-254167), which was filed with the SEC on March 5, 2021 and declared effective on March 19, 2021.

Lineage agreed to pay Cantor Fitzgerald a commission of 3.0% of the aggregate gross proceeds from the sale of shares under the Sales Agreement, reimburse its 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.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Topic 505
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Significant Accounting Policies - Additional Information (Details)		1 Months Ended			12 Months Ended
	Dec. 17, 2021 USD ($)	Jan. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Apr. 30, 2021 USD ($)	Dec. 31, 2023 USD ($) Installment	Dec. 31, 2022 USD ($)
Agreements Abstract
Accounts receivables amounted					$ 745,000	$ 297,000
Allowance for doubtful accounts					100,000	100,000
Money market funds, at carrying value					21,000,000	4,100,000
Impairment losses					0	0
Comprehensive loss foreign currency translation adjustments, net of tax					353,000	1,790,000
Cumulative translation adjustments					2,700,000	3,100,000
Other expenses, net					(4,000)	(2,152,000)
Foreign currency transaction losses					500,000	2,000,000
Marketable securities					100,000	46,000,000
Restricted cash					100,000	100,000
Accrued interest and Penalties					$ 0	$ 0
Employees and officers'stock options
Agreements Abstract
Share-based compensation stock option vesting percentage					25.00%
Stock option Life					10 years
Option vested period					4 years
Restricted Stock Units [Member]
Agreements Abstract
Number of equal annual installments \| Installment					4
Cash equivalents [Member]
Agreements Abstract
Marketable securities					$ 8,900,000
ASU 2016-13
Agreements Abstract
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]					false
Accounting Standards Adoption					true
Effective Date					Jan. 01, 2023
Maximum [Member]
Agreements Abstract
Property, plant and equipment, useful life					10 years
Finite-lived intangible asset, useful life					10 years
Minimum [Member]
Agreements Abstract
Property, plant and equipment, useful life					3 years
Finite-lived intangible asset, useful life					5 years
Roche Agreement [Member]
Agreements Abstract
Upfront payment	$ 50,000,000	$ 50,000,000	$ 50,000,000		$ 50,000,000
Maximum milestone payments to be received upon performance conditions		$ 620,000,000	$ 620,000,000
Collaborative Arrangement [Member] \| Immunomic Therapeutics Inc [Member]
Agreements Abstract
Upfront licensing fees				$ 1,000,000
Collaborative Arrangement [Member] \| Immunomic Therapeutics Inc [Member] \| Maximum [Member]
Agreements Abstract
Upfront licensing fees				$ 2,000,000
Royalty percentage				10.00%
Collaborative Arrangement [Member] \| Development And Commercial Milestones Across Multiple Indications [Member] \| Immunomic Therapeutics Inc [Member] \| Maximum [Member]
Agreements Abstract
Upfront licensing fees				$ 67,000,000
Roche Collaboration Agreement [Member]
Agreements Abstract
Deferred revenue					28,700,000
Deferred revenue, revenue recognized					7,600,000
Unfulfilled Collaboration [Member]
Agreements Abstract
Deferred revenue					$ 800,000

Revenue - Schedule of Disaggregated Revenues (Parenthetical) (Details) - USD ($)

1 Months Ended

12 Months Ended

Jan. 01, 2023

Jan. 01, 2022

Dec. 17, 2021

Jan. 31, 2022

Dec. 31, 2021

Dec. 31, 2023

Dec. 31, 2022

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Royalties, license and other revenues

^[1]

$ 1,357,000

$ 1,336,000

Contract Liabilities [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Royalties, license and other revenues

$ 87,000

$ 0

Roche Agreement [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Upfront payment

$ 50,000,000

50,000,000

Roche Agreement [Member] | Upfront License Fees [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Upfront payment

$ 50,000,000

[1]	Of the royalties, license and other revenues recognized each period, $87,000 and $0 was included within deferred revenues as contract liabilities as of January 1, 2023 and 2022, respectively.

Organization, Basis of Presentation and Liquidity (Tables)

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Lineage's Ownership of Outstanding Shares of its Subsidiaries


Subsidiary	Field of Business	Lineage Ownership	Country
Cell Cure Neurosciences Ltd .	Manufacturing of Lineage’s product candidates	94%(1)(2)	Israel
ES Cell International Pte. Ltd.	Research and clinical grade cell lines	100%	Singapore

(1)

Includes shares owned by Lineage and ES Cell International Pte. Ltd.

(2)

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Supplemental Cash Flow Information Related to Leases

Supplemental cash flow information related to leases is as follows (in thousands):


	Year Ended December 31,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,129	$	1,047
Operating cash flows from finance leases	$	10	$	3
Financing cash flows from finance leases	$	54	$	32

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	—	$	2,286
Finance leases	$	79	$	90

Schedule of Supplemental Balance Sheet Information Related to Leases


	December 31, 2023			December 31, 2022
Operating leases
Right-of-use assets	$	5,880		$	5,988
Accumulated amortization		(3,358	)		(2,471	)
Right-of-use assets, net	$	2,522		$	3,517

Right-of-use lease liabilities, current	$	830		$	916
Right-of-use lease liabilities, noncurrent		1,979			2,860
Total operating lease liabilities	$	2,809		$	3,776

Finance leases
Right-of-use assets	$	198		$	121
Accumulated amortization		(67	)		(16	)
Right-of-use assets, net	$	131		$	105

Right-of-use lease liabilities, current	$	52		$	29
Right-of-use lease liabilities, noncurrent		91			84
Other current liabilities		—			7
Total finance lease liabilities	$	143		$	120

Weighted average remaining lease term
Operating leases	3.5 years			4.3 years
Finance leases	3.0 years			4.1 years

Weighted average discount rate
Operating leases		6.5	%		6.3	%
Finance leases		6.9	%		6.9	%

Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]

Future minimum lease commitments are as follows as of December 31, 2023 (in thousands):


	Operating Leases			Finance Leases
Year Ending December 31,
2024	$	953		$	62
2025		882			51
2026		644			26
2027		683			20
Total lease payments		3,162			159
Less imputed interest		(353	)		(16	)
Total	$	2,809		$	143

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share


	Year ended December 31,
	2023		2022
Stock options		21,663		18,173
Restricted stock units		668		939

Revenue - Schedule of Disaggregated Revenues (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Dec. 31, 2023

Sep. 30, 2023

Jun. 30, 2023

Mar. 31, 2023

Dec. 31, 2022

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Dec. 31, 2023

Dec. 31, 2022

Disaggregation of Revenue [Line Items]

Royalties, license and other revenues

^[1]

$ 1,357

$ 1,336

Total revenues under collaborative agreements

7,588

13,367

Total revenues

$ 2,088

$ 1,246

$ 3,225

$ 2,386

$ 1,915

$ 2,998

$ 4,553

$ 5,237

8,945

14,703

Upfront License Fees [Member]

Disaggregation of Revenue [Line Items]

Total revenues under collaborative agreements

^[2]

$ 7,588

$ 13,367

[1]	Of the royalties, license and other revenues recognized each period, $87,000 and $0 was included within deferred revenues as contract liabilities as of January 1, 2023 and 2022, respectively.
[2]	All of the upfront license fee revenue recognized each period was included within deferred revenue as contract liabilities at the beginning of the period. This revenue originated from the $50.0 million upfront payment under the Roche Agreement.

- 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.

+ References + Details

- 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.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

The domestic and foreign breakout of loss before net income tax benefit was as follows:


	Year Ended December 31,
	2023			2022
Domestic	$	(23,402	)	$	(22,961	)
Foreign		120			(2,851	)
Loss before net income tax benefit	$	(23,282	)	$	(25,812	)

Schedule of Income Tax Rate Reconciliation

Income taxes differed from the amounts computed by applying the indicated current U.S. federal income tax rate to pretax losses from operations as a result of the following:


	Year Ended December 31,
	2023			2022
Computed tax benefit at federal statutory rate		21	%		21	%
Research and development and other credits		(1	)%		3	%
Withholding tax		—	%		(2	)%
Permanent differences		(1	)%		(2	)%
Change in valuation allowance		(12	)%		(28	)%
State tax benefit		2	%		7	%
GILTI inclusion		(1	)%		(1	)%
Income tax benefit (expense)		8	%		(2	)%

Schedule of Components of Deferred Tax Assets and Liabilities

The primary components of the deferred tax assets and liabilities at December 31, 2023 and 2022 were as follows (in thousands):


Deferred tax assets/(liabilities):	December 31, 2023			December 31, 2022
Net operating loss carryforwards	$	63,461		$	58,816
Research and development and other credits		8,890			10,463
Patents and licenses		1,606			1,500
Stock-based compensation		3,117			2,308
Operating lease liability		240			—
Capitalized research expense		6,217			3,066
Other		1,707			2,555
Total deferred tax assets		85,238			78,708
Valuation allowance		(80,513	)		(78,209	)
Deferred tax assets, net of valuation allowance		4,725			499

Operating lease ROU assets		(221	)		(4	)
Intangibles		(4,771	)		(2,464	)
Marketable securities at fair value		(6	)		(107	)
Total deferred tax liabilities		(4,998	)		(2,575	)

Net deferred tax liabilities	$	(273	)	$	(2,076	)

Schedule of Unrecognized Tax Benefits Roll Forward

A reconciliation of beginning and ending balances for unrecognized tax benefits is as follows (in thousands):


	Year Ended December 31,
	2023		2022
Balance at the beginning of the period	$	—	$	—
Additions for tax positions related to the current year		354		—
Additions for tax positions related to prior years		2,609		—
Reductions for tax positions related to prior years		—		—
Reductions related to settlements		—		—
Reductions related to a lapse of statute		—		—
Balance at the end of the period	$	2,963	$	—

Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 130	$ 145
Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	5 years
Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	10 years

Income Taxes - Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Loss before net income tax benefit	$ (23,282)	$ (25,812)
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Loss before net income tax benefit	(23,402)	(22,961)
Foreign Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Loss before net income tax benefit	$ 120	$ (2,851)

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 25
-Paragraph 1
-SubTopic 20
-Topic 940
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481913/940-20-25-1

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Fair Value Measurements - Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets	$ 29,935	$ 50,622
Liabilities		2
Cell Cure Warrants [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities		2
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets	29,935	50,622
Liabilities
Fair Value, Inputs, Level 1 [Member] \| Cell Cure Warrants [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets
Liabilities
Fair Value, Inputs, Level 2 [Member] \| Cell Cure Warrants [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets
Liabilities		2
Fair Value, Inputs, Level 3 [Member] \| Cell Cure Warrants [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities		2
Money Market Funds [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets	21,029	4,102
Money Market Funds [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets	21,029	4,102
Money Market Funds [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets
Money Market Funds [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets
Marketable Debt Securities [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets	8,856	46,097
Marketable Debt Securities [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets	8,856	46,097
Marketable Debt Securities [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets
Marketable Debt Securities [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets
Marketable Equity Securities [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets	50	423
Marketable Equity Securities [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets	50	423
Marketable Equity Securities [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets
Marketable Equity Securities [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets