0000950170-24-056998 | 10-Q | XBRL Viewer | Lineage Cell Therapeutics INC

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	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		$ 0
Common stock, shares authorized	450,000,000	450,000,000	450,000,000	250,000,000
Common stock, shares issued	188,753,536	174,986,671
Common stock, shares outstanding	188,753,536	174,986,671

Property and Equipment, Net

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

5. Property and Equipment, Net

Property and equipment, including finance leases, are 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. Finance lease right-of-use assets are amortized over the lease term. Leasehold improvements are amortized over the shorter of the useful life or the lease term .

At March 31, 2024 and December 31, 2023, property and equipment, net was comprised of the following (in thousands):


	March 31, 2024			December 31, 2023
Equipment, furniture and fixtures	$	3,598		$	3,614
Leasehold improvements		2,280			2,313
Right-of-use assets - finance lease		197			198
Accumulated depreciation and amortization		(3,971	)		(3,880	)
Property and equipment, net	$	2,104		$	2,245

Depreciation and amortization expense was $153,000 and $138,000 for the three months ended March 31, 2024 and 2023, respectively. These amounts include amortization expense for right-of-use finance lease assets of $14,000 and $10,000 for the three months ended March 31, 2024 and 2023, respectively

Commitments and Contingencies - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Operating cash flows from operating leases	$ 302	$ 315
Operating cash flows from finance leases	2	2
Financing cash flows from finance leases	13	13
Operating leases	597	0
Finance leases	$ 0	$ 79

Shareholders’ Equity	3 Months Ended
Mar. 31, 2024
Equity [Abstract]
Shareholders' Equity	10. 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 March 31, 2024 and December 31, 2023, 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, our shareholders approved an increase in the number of authorized common shares, no par value, from 250,000,000 to 450,000,000. As of March 31, 2024 and December 31, 2023, there were 188,753,536 and 174,986,671 common shares issued and outstanding, respectively. At-The-Market Offering Program In May 2020, Lineage entered into a Controlled Equity OfferingSM Sales Agreement (the “Prior Sales Agreement”) with Cantor Fitzgerald & Co., as sales agent, pursuant to which Lineage may sell its common shares from time to time through an ATM program. 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 through the ATM program under the Prior Sales Agreement, which 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 “Prior Prospectus Supplement”). In March 2024, Lineage terminated the Prior Sales Agreement and entered into a sales agreement (the “ATM Sales Agreement”) with B. Riley Securities, Inc., as sales agent (the “Sales Agent”), under which Lineage may offer and sell its common shares from time to time through an ATM program. In March 2024, Lineage filed a prospectus supplement with the SEC in connection with the offer and sale of $40.0 million of common shares through the ATM program under the ATM Sales Agreement (the “2024 Prospectus Supplement”). As of March 31, 2024, Lineage had sold 4,912,803 common shares under the Prior Prospectus Supplement at a weighted average price per share of $1.41 for gross proceeds of $6.9 million and Lineage had not sold any common shares under the 2024 Prospectus Supplement. During the three months ended March 31, 2024, 30,000 common shares were sold under the Prior Prospectus Supplement for gross proceeds of approximately $37,000 and net proceeds of $36,000. As of March 31, 2024, $40 million remained available for sale under the 2024 Prospectus Supplement. The shares offered under the 2024 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 Sales Agent a commission of up to 3.0% of the aggregate gross proceeds from the sale of shares under the Sales Agreement, reimburse its legal fees and disbursements, and provide Sales Agent with customary indemnification and contribution rights. The Sales Agreement may be terminated by Sales Agent or Lineage at any time upon notice to the other party, or by Sales Agent 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.

Shareholders’ Equity

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Shareholders' Equity

10. 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 March 31, 2024 and December 31, 2023, 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, our shareholders approved an increase in the number of authorized common shares, no par value, from 250,000,000 to 450,000,000. As of March 31, 2024 and December 31, 2023, there were 188,753,536 and 174,986,671 common shares issued and outstanding, respectively.

At-The-Market Offering Program

In May 2020, Lineage entered into a Controlled Equity OfferingSM Sales Agreement (the “Prior Sales Agreement”) with Cantor Fitzgerald & Co., as sales agent, pursuant to which Lineage may sell its common shares from time to time through an ATM program.

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 through the ATM program under the Prior Sales Agreement, which 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 “Prior Prospectus Supplement”).

In March 2024, Lineage terminated the Prior Sales Agreement and entered into a sales agreement (the “ATM Sales Agreement”) with B. Riley Securities, Inc., as sales agent (the “Sales Agent”), under which Lineage may offer and sell its common shares from time to time through an ATM program.

In March 2024, Lineage filed a prospectus supplement with the SEC in connection with the offer and sale of $40.0 million of common shares through the ATM program under the ATM Sales Agreement (the “2024 Prospectus Supplement”).

As of March 31, 2024, Lineage had sold 4,912,803 common shares under the Prior Prospectus Supplement at a weighted average price per share of $1.41 for gross proceeds of $6.9 million and Lineage had not sold any common shares under the 2024 Prospectus Supplement. During the three months ended March 31, 2024, 30,000 common shares were sold under the Prior Prospectus Supplement for gross proceeds of approximately $37,000 and net proceeds of $36,000. As of March 31, 2024, $40 million remained available for sale under the 2024 Prospectus Supplement.

The shares offered under the 2024 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 Sales Agent a commission of up to 3.0% of the aggregate gross proceeds from the sale of shares under the Sales Agreement, reimburse its legal fees and disbursements, and provide Sales Agent with customary indemnification and contribution rights. The Sales Agreement may be terminated by Sales Agent or Lineage at any time upon notice to the other party, or by Sales Agent 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.

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+ Details

Stock-Based Awards - Schedule Of Computation Of Diluted Net Loss Per Common Share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Antidilutive securities, shares	26,388	23,312
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Antidilutive securities, shares	501	759

- 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

Commitments and Contingencies - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Lessee, Lease, Description [Line Items]
Right-of-use assets, net	$ 2,855	$ 2,522
Right-of-use lease liabilities, current	1,052	830
Right-of-use lease liabilities, noncurrent	2,074	1,979
Total operating lease liabilities	3,126	2,809
Finance leases, Right-of-use lease liabilities, current	49	52
Finance leases, Right-of-use lease liabilities, noncurrent	79	91
Total finance lease liabilities	$ 128	$ 143
Weighted average remaining lease term	3 years 1 month 6 days	3 years 6 months
Weighted average remaining lease term	2 years 9 months 18 days	3 years
Weighted average discount rate	6.30%	6.50%
Weighted average discount rate	7.00%	6.90%
Operating Lease [Member]
Lessee, Lease, Description [Line Items]
Right-of-use assets, net	$ 2,855	$ 2,522
Finance leases [Member]
Lessee, Lease, Description [Line Items]
Finance leases, Right-of-use assets	197	198
Finance leases, Accumulated amortization	(81)	(67)
Finance leases, Right-of-use assets, net	$ 116	$ 131

Goodwill and Intangible Assets, Net (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill and Intangible Assets Net

At March 31, 2024 and December 31, 2023, goodwill and intangible assets, net consisted of the following (in thousands):


	March 31, 2024			December 31, 2023
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)		(19,603	)		(19,581	)
Intangible assets, net	$	46,540		$	46,562

(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 13 (Commitment and Contingencies) for further discussion on the Asterias Merger. To date, we have not recognized any goodwill impairment.

(2)

Asterias had two in-process research and development ("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.

(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 March 31, 2024, the acquired patents and acquired royalty contracts were fully amortized.

Lineage amortizes its intangible assets over an estimated period of 5 to 10 years on a straight-line basis. Lineage recognized approximately $22,000 and $33,000 in amortization expense of intangible assets during the three months ended March 31, 2024 and 2023, respectively.

Commitments and Contingencies - Schedule of Future Minimum Lease Commitments (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
Total	$ 3,126	$ 2,809
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
Total	128	$ 143
Operating Lease [Member]
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
2024	882
2025	1,171
2026	734
2027	681
Total lease payments	3,468
Less imputed interest	(342)
Total	3,126
Financing Leases [Member]
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
2024	45
2025	51
2026	26
2027	20
Total lease payments	142
Less imputed interest	(14)
Total	$ 128

Basis of Presentation, Liquidity and Summary of Significant Accounting Policies - Schedule of Lineage's Ownership of Outstanding Shares of its Subsidiaries (Details)

3 Months Ended

Mar. 31, 2024

Cell Cure Neurosciences Ltd [Member]

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

Field of business description

Manufacturing of Lineage’s product candidates

Ownership percentage by parent

94.00%

^[1]

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

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2024

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):


	Three Months Ended March 31,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	302	$	315
Operating cash flows from finance leases	$	2	$	2
Financing cash flows from finance leases	$	13	$	13

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	597	$	—
Finance leases	$	—	$	79

Schedule of Supplemental Balance Sheet Information Related to Leases

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


	March 31, 2024			December 31, 2023
Operating leases
Right-of-use assets	$	2,855		$	2,522

Right-of-use lease liabilities, current	$	1,052		$	830
Right-of-use lease liabilities, noncurrent		2,074			1,979
Total operating lease liabilities	$	3,126		$	2,809

Finance leases
Right-of-use assets	$	197		$	198
Accumulated amortization		(81	)		(67	)
Right-of-use assets, net	$	116		$	131

Right-of-use lease liabilities, current	$	49		$	52
Right-of-use lease liabilities, noncurrent		79			91
Total finance lease liabilities	$	128		$	143

Weighted average remaining lease term
Operating leases	3.1 years			3.5 years
Finance leases	2.8 years			3.0 years

Weighted average discount rate
Operating leases		6.3	%		6.5	%
Finance leases		7.0	%		6.9	%

Schedule of Future Minimum Lease Commitments

Future minimum lease commitments are as follows as of March 31, 2024 (in thousands):


	Operating Leases			Finance Leases
Year Ending December 31,
2024	$	882		$	45
2025		1,171			51
2026		734			26
2027		681			20
Total lease payments		3,468			142
Less imputed interest		(342	)		(14	)
Total	$	3,126		$	128

Operating lease expense was $0.3 million for each of the three months ended March 31, 2024 and 2023.

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

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

9. 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 13 (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. Since inception of matter through March 31, 2024, Lineage has incurred approximately $626,000 in legal expenses on behalf of the foregoing parties.

On February 6, 2024, we entered into a stock purchase agreement with certain investors relating to the purchase and sale in a registered direct offering of an aggregate of 13,461,540 common shares. The offering price was $1.04 per common share. The offering closed on February 8, 2024. 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 Bailey, a member of our board of directors, purchased approximately 96,155 shares in the offering.

- 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
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+ Details

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues [Abstract]
Total revenues	$ 1,444	$ 2,386
OPERATING EXPENSES:
Cost of sales	98	119
Research and development	3,010	4,185
General and administrative	4,997	4,724
Total operating expenses	8,105	9,028
Loss from operations	(6,661)	(6,642)
OTHER INCOME (EXPENSES):
Interest income, net	462	410
(Loss) gain on marketable equity securities, net	(5)	40
Foreign currency transaction gain/(loss), net	(354)	(472)
Other income	0	457
Total other income (expenses), net	103	435
Loss before net income tax benefit	(6,558)	(6,207)
Provision for income tax benefit	0	1,803
NET LOSS	(6,558)	(4,404)
Net loss attributable to noncontrolling interest	16	32
NET LOSS ATTRIBUTABLE TO LINEAGE CELL THERAPEUTICS, INC.	$ (6,542)	$ (4,372)
Net loss per common share attributable to Lineage
Basic	$ (0.04)	$ (0.03)
Diluted	$ (0.04)	$ (0.03)
Weighted-average common shares used to compute basic and diluted net loss per common share
Basic	182,909	170,127
Diluted	182,909	170,127
Collaboration Revenues [Member]
Revenues [Abstract]
Total revenues	$ 1,187	$ 2,121
Royalties, License and Other Revenues [Member]
Revenues [Abstract]
Total revenues	$ 257	$ 265

Marketable Securities - Additional Information (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Investments, Debt and Equity Securities [Abstract]
Investment owned, at fair value	$ 45,000	$ 50,000

- Definition

Fair value of investment in security owned.

+ References

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+ Details

Stock-Based Awards - Schedule of Share-based Compensation Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted Average Grant Date Fair Value Per Share, Beginning balance	$ 1.11
Weighted Average Grant Date Fair Value Per Share, RSUs forfeited	0.21
Weighted Average Grant Date Fair Value Per Share, RSUs Vested	1.50
Weighted Average Grant Date Fair Value Per Share, Ending balance	$ 1.24	$ 1.11
2021 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options Outstanding, Beginning balance	10,824
Number of RSUs Outstanding, Beginning balance	668
Weighted Average Exercise Price of Options Outstanding, Beginning balance	$ 1.42
Number of Options Outstanding, Options granted	5,378
Weighted Average Exercise Price of Options Outstanding, Options granted	$ 1.13
Number of Options Outstanding, Options forfeited	(343)
Weighted Average Exercise Price of Options Outstanding, Options expired/forfeited/cancelled	$ 1.35
Number of RSUs Outstanding, RSUs forfeited	(100)
Number of RSUs Outstanding, RSUs vested	(67)
Number of Options Outstanding, Ending balance	15,859	10,824
Number of RSUs Outstanding, Ending balance	501	668
Weighted Average Exercise Price of Options Outstanding, Ending balance	$ 1.33	$ 1.42
Number of Options exercisable	4,059
Number of Options Exercisable and Expected to Vest	15,859
Weighted Average Exercise Price of Options exercisable	$ 1.42
Weighted Average Exercise Price of Options exercisable and expected to vest	$ 1.33
Weighted Average Remaining Contractual Team (Years),Options Outstanding	8 years 9 months 18 days	8 years 7 months 17 days
Weighted Average Remaining Contractual Team (Years),Options exercisable	7 years 8 months 23 days
Weighted Average Remaining Contractual Team (Years), Options exercisable and expected to vest	8 years 9 months 18 days
Aggregate Intrinsic Value, Options Outstanding	$ 2,494	$ 4
Aggregate Intrinsic Value, Options exercisable	266
Aggregate Intrinsic Value, Options exercisable and expected to vest	$ 2,494
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	10,839
Weighted Average Exercise Price of Options Outstanding, Beginning balance	$ 1.83
Number of Options Outstanding, Options exercised	(230)
Weighted Average Exercise Price of Options, Options exercised	$ 0.71
Number of Options Outstanding, Options forfeited	(80)
Weighted Average Exercise Price of Options Outstanding, Options expired/forfeited/cancelled	$ 2.4
Number of Options Outstanding, Ending balance	10,529	10,839
Weighted Average Exercise Price of Options Outstanding, Ending balance	$ 1.85	$ 1.83
Number of Options exercisable	9,650
Weighted Average Exercise Price of Options exercisable	$ 1.79

Goodwill and Intangible Assets, Net

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

6. Goodwill and Intangible Assets, Net

At March 31, 2024 and December 31, 2023, goodwill and intangible assets, net consisted of the following (in thousands):


	March 31, 2024			December 31, 2023
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)		(19,603	)		(19,581	)
Intangible assets, net	$	46,540		$	46,562

(1)

(2)

(3)

(4)

As of March 31, 2024, the acquired patents and acquired royalty contracts were fully amortized.

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

Mar. 31, 2024

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Accounts receivable, net - beginning of the period

^[1]

$ 676

$ 297

Accounts receivable, net - end of the period

^[1]

676

Deferred revenues - beginning of the period

^[1],[2]

29,501

37,146

Deferred revenues - end of the period

^[1],[2]

$ 28,283

$ 29,501

[1]	Excludes amounts outside the scope of ASU 2014-09.
[2]	As of March 31, 2024 and December 31, 2023, $10.1 million and $10.8 million, respectively, was recorded within current deferred revenues with the remainder included within long-term deferred revenue on the consolidated balance sheet.

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss attributable to Lineage	$ (6,542,000)	$ (4,372,000)
Net loss attributable to noncontrolling interest	(16,000)	(32,000)
Adjustments to reconcile net loss attributable to Lineage Cell Therapeutics, Inc.to net cash used in operating activities:
Loss (gain) on marketable equity securities, net	5,000	(40,000)
Accretion of income on marketable debt securities	0	(326,000)
Depreciation and amortization expense	153,000	138,000
Change in right-of-use assets and liabilities	(10,000)	0
Amortization of intangible assets	22,000	33,000
Stock-based compensation	1,163,000	1,031,000
Deferred income tax benefit	0	(1,803,000)
Foreign currency remeasurement and other loss	371,000	465,000
Changes in operating assets and liabilities:
Accounts receivable	668,000	95,000
Prepaid expenses and other current assets	195,000	(847,000)
Accounts payable and accrued liabilities	(574,000)	(3,463,000)
Deferred revenue	(1,218,000)	(2,121,000)
Net cash used in operating activities	(5,783,000)	(11,242,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable debt securities	0	(7,718,000)
Maturities of marketable debt securities	0	23,332,000
Purchase of equipment	(38,000)	(188,000)
Net cash (used in) provided by investing activities	(38,000)	15,426,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from employee options exercised	132,000	51,000
Common shares received and retired for employee taxes paid	(23,000)	(37,000)
Proceeds from sale of common shares	14,037,000	0
Payments for offering costs	(112,000)	0
Repayment of finance lease liabilities	(13,000)	(13,000)
Net cash provided by financing activities	14,021,000	1,000
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(70,000)	(100,000)
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	8,130,000	4,085,000
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
At beginning of the period	35,992,000	11,936,000
At end of the period	44,122,000	16,021,000
SUPPLEMENTAL DISCLOSURES :
Cash paid for interest	2,000	2,000
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND INVESTINGACTIVITIES:
Property and equipment expenditures in accounts payable	3,000	153,000
Receivable from exercise of stock options	31,000	6,000
Reconciliation of cash, cash equivalents and restricted cash, end of period:
Cash and cash equivalents	43,576,000	15,451,000
Restricted cash included in deposits and other long-term assets (see Note 13 (Commitments and Contingencies))	546,000	570,000
Total cash, cash equivalents, and restricted cash	$ 44,122,000	$ 16,021,000

Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 22,000	$ 33,000
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

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

13. 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 condensed consolidated balance sheet as of March 31, 2024.

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 right-of-use (“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 expired 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 deposits and other long-term assets on the condensed consolidated balance sheet as of March 31, 2024.

In February 2024, Lineage and the landlord executed an agreement to extend the sublease for 24 months through March 31, 2026 on similar terms. The base rent is $23,000 per month for the first twelve months and will increase to $23,500 for the remaining twelve months.

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 39,776 New Israeli Shekel (“NIS”) (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 $446,000 as of March 31, 2024, which is included in deposits and other long-term assets on the condensed 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):


	Three Months Ended March 31,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	302	$	315
Operating cash flows from finance leases	$	2	$	2
Financing cash flows from finance leases	$	13	$	13

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	597	$	—
Finance leases	$	—	$	79

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


	March 31, 2024			December 31, 2023
Operating leases
Right-of-use assets	$	2,855		$	2,522

Right-of-use lease liabilities, current	$	1,052		$	830
Right-of-use lease liabilities, noncurrent		2,074			1,979
Total operating lease liabilities	$	3,126		$	2,809

Finance leases
Right-of-use assets	$	197		$	198
Accumulated amortization		(81	)		(67	)
Right-of-use assets, net	$	116		$	131

Right-of-use lease liabilities, current	$	49		$	52
Right-of-use lease liabilities, noncurrent		79			91
Total finance lease liabilities	$	128		$	143

Weighted average remaining lease term
Operating leases	3.1 years			3.5 years
Finance leases	2.8 years			3.0 years

Weighted average discount rate
Operating leases		6.3	%		6.5	%
Finance leases		7.0	%		6.9	%

Future minimum lease commitments are as follows as of March 31, 2024 (in thousands):


	Operating Leases			Finance Leases
Year Ending December 31,
2024	$	882		$	45
2025		1,171			51
2026		734			26
2027		681			20
Total lease payments		3,468			142
Less imputed interest		(342	)		(14	)
Total	$	3,126		$	128

Operating lease expense was $0.3 million for each of the three months ended March 31, 2024 and 2023.

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 Immunomic Therapeutics, Inc. (“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 March 31, 2024, 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 March 31, 2024, the aggregate cap amount was approximately $93.8 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 March 31, 2024, we have not included these commitments on our condensed 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. The Court held a hearing on the motion on March 14, 2024 at which the Court proposed, and the parties agreed, to retain a third-party valuation firm to assess the fairness of the valuation that was performed in support of the Intercompany Agreement. 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 March 31, 2024 or December 31, 2023.

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 are included within royalties, license and other revenues in our condensed consolidated statements of operations. Royalty revenues and royalty payments are included within royalties, license and other revenues and cost of sales, respectively, in our condensed consolidated statements of operations.

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

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

The fair values of such assets were as follows as of March 31, 2024 and December 31, 2023 (in thousands):


			Fair Value Measurements Using
	Balance at March 31, 2024		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)	$	37,446	$	37,446	$	—	$	—
Marketable debt securities (1)		—		—		—		—
Marketable equity securities		45		45		—		—
Total assets measured at fair value	$	37,491	$	37,491	$	—	$	—


			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	$	—	$	—

(1)

Included in cash and cash equivalents in the accompanying condensed 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 March 31, 2024.

Stock-Based Awards

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Awards

11. 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, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units ("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 March 31, 2024, there were 22,273,132 shares available for grant under the 2021 Plan.

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, 2023		10,824		$	1.42		8.63	$	4
Options granted		5,378		$	1.13
Options expired/forfeited/cancelled		(343	)	$	1.35
Balance at March 31, 2024		15,859		$	1.33		8.80	$	2,494
Options exercisable at March 31, 2024		4,059		$	1.42		7.73	$	266
Options exercisable and expected to vest at March 31, 2024		15,859		$	1.33		8.80	$	2,494


	Number of RSUs Outstanding			Weighted Average Grant Date Fair Value per Share
Balance at December 31, 2023		668		$	1.11
RSUs forfeited		(100	)	$	0.21
RSUs vested		(67	)	$	1.50
Balance at March 31, 2024		501		$	1.24

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)
Balance at December 31, 2023		10,839		$	1.83
Options exercised		(230	)	$	0.71
Options expired/forfeited/cancelled		(80	)	$	2.40
Balance at March 31, 2024		10,529		$	1.85
Options exercisable at March 31, 2024		9,650		$	1.79

Stock-Based Compensation Expense

Operating expenses within the condensed consolidated statements of operations include stock-based compensation expense as follows (in thousands):


	Three Months Ended March 31,
	2024		2023
Research and development	$	144	$	205
General and administrative		1,019		826
Total stock-based compensation expense	$	1,163	$	1,031

As of March 31, 2024, total unrecognized compensation costs related to unvested stock options and unvested RSUs under all equity plans (including the 2018 inducement option), were $11.4 million, which is expected to be recognized as expense over a weighted average period of approximately 2.9 years.

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 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 three months ended March 31, 2024 and 2023, 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):


	Three Months Ended March 31,
	2024		2023
Stock options		26,388		23,312
Restricted stock units		501		759

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
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

Accounts Payable and Accrued Liabilities

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities

7. Accounts Payable and Accrued Liabilities

At March 31, 2024 and December 31, 2023, accounts payable and accrued liabilities consisted of the following (in thousands):


	March 31, 2024		December 31, 2023
Accounts payable	$	2,211	$	2,050
Accrued compensation		2,481		3,123
Accrued liabilities		991		1,097
Total	$	5,683	$	6,270

Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Principles of Consolidation

The accompanying unaudited condensed consolidated interim financial statements include the accounts of our subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. The following table sets out Lineage’s ownership, directly or indirectly, of the outstanding shares of its subsidiaries as of March 31, 2024:


Subsidiary	Field of Business	Lineage Ownership	Country
Cell Cure Neurosciences Ltd.	Manufacturing of Lineage’s product candidates	94%(1)	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.

As of March 31, 2024, 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 condensed consolidated balance sheets.

Liquidity

At March 31, 2024, we had $43.6 million of cash, cash equivalents and marketable securities. Based on our current operating plan, we believe that our cash, cash equivalents and marketable securities, together with our projected cash flows, will be sufficient to enable us to carry out our planned operations through at least twelve months from the issuance date of the accompanying condensed consolidated interim 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 March 31, 2024, $40.0 million remained available for sale under our at-the-market offering program (“ATM”). See Note 10 (Shareholders’ Equity) for additional information.

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 13 (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 March 31, 2024, we have not included these commitments on our condensed 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.

Significant Accounting Policies

We describe our significant accounting policies in Note 2 to the consolidated financial statements in Item 8 of the 2023 10-K. There have been no changes to our significant accounting policies during the three months ended March 31, 2024.

Recently Adopted Accounting Pronouncements

Recently Issued and Recently Adopted Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“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 condensed consolidated interim financial statements or related financial statement disclosures.

Stock-Based Awards - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Sep. 30, 2023	Mar. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
unrecognized compensation costs		$ 11.4
Weighted average period for recognition		2 years 10 months 24 days
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		22,273,132
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

- 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

Revenue

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue

3. Revenue

Our disaggregated revenues were as follows for the periods presented (in thousands):


	Three Months Ended March 31,
	2024		2023
Revenues under collaborative agreements
Upfront license fees (1)	$	1,187	$	2,121
Total revenues under collaborative agreements		1,187		2,121

Royalties, license and other revenues (2)		257		265

Total revenue	$	1,444	$	2,386

(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)

Included within royalties, license and other revenues recognized each period, $30,000 and $0 was included within deferred revenues as contract liabilities as of January 1, 2024 and 2023, 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 deferred revenue 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 Accounting Standards Update (“ASU”) 2014-09 – Revenue from Contracts with Customers (Topic 606), the aggregate amount of the transaction price allocated to remaining performance obligations as of March 31, 2024 was $30.0 million, of which $28.3 million is reported as deferred revenues. The $30.0 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):


	March 31, 2024		December 31, 2023
Accounts receivable, net - beginning of the period (1)	$	676	$	297
Accounts receivable, net - end of the period (1)	$	77	$	676

Contract liabilities (1)(2)
Deferred revenues - beginning of the period	$	29,501	$	37,146
Deferred revenues - end of the period	$	28,283	$	29,501

(1)

Excludes amounts outside the scope of ASU 2014-09.

(2)

As of March 31, 2024 and December 31, 2023, $10.1 million and $10.8 million, respectively, was recorded within current deferred revenues with the remainder included within long-term deferred revenue on the consolidated balance sheet.

- 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
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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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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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//606/tableOfContent

+ Details

Property and Equipment, Net - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense	$ 153,000	$ 138,000
Amortization expense for right-of-use finance lease assets	$ 14,000	$ 10,000
Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life of asset	10 years
Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life of asset	3 years

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024
Income Tax Disclosure [Abstract]
GILTI income	$ 0		$ 0
Deferred tax benefit	$ 0	$ 1,803,000

Revenue - Additional Information (Details) - USD ($)

1 Months Ended

3 Months Ended

Jan. 01, 2024

Jan. 01, 2023

Dec. 17, 2021

Jan. 31, 2022

Dec. 31, 2021

Mar. 31, 2024

Mar. 31, 2023

Dec. 31, 2023

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Deferred revenue to be recognized

$ 10,100,000

$ 10,800,000

Royalties, license and other revenues

^[1]

257,000

$ 265,000

Accounting Standards Update 2014-09 [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Remaining performance obligations

30,000,000

Expected convertion to revenue by 2026

30,000,000

Contract Liabilities [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Royalties, license and other revenues

$ 30,000

$ 0

Roche Agreement [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Upfront payment

$ 50,000,000

Roche Agreement [Member] | Upfront license fees [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Upfront payment

$ 50,000,000

Collaborative Arrangement [Member] | Accounting Standards Update 2014-09 [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Deferred revenues

$ 28,300,000

[1]	Included within royalties, license and other revenues recognized each period, $30,000 and $0 was included within deferred revenues as contract liabilities as of January 1, 2024 and 2023, respectively.

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

Mar. 31, 2024

Dec. 31, 2023

IPR&D - VAC2 [Member]

Indefinite-Lived Intangible Assets [Line Items]

Fair value of intangible assets

^[1]

$ 14,840

In Process Research and Development [Member]

Indefinite-Lived Intangible Assets [Line Items]

Fair value of intangible assets

46,500

IPR&D - OPC1 [Member]

Indefinite-Lived Intangible Assets [Line Items]

Fair value of intangible assets

$ 31,700

[1]

Accounts Payable and Accrued Liabilities (Tables)

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Liabilities

At March 31, 2024 and December 31, 2023, accounts payable and accrued liabilities consisted of the following (in thousands):


	March 31, 2024		December 31, 2023
Accounts payable	$	2,211	$	2,050
Accrued compensation		2,481		3,123
Accrued liabilities		991		1,097
Total	$	5,683	$	6,270

Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [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)	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.

Income Taxes

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

12. Income Taxes

The provision for income taxes for interim periods is generally determined using an estimated annual effective tax rate as prescribed by ASC 740-270, Income Taxes, Interim Reporting. The effective tax rate may be subject to fluctuations during the year as new information is obtained, which may affect the assumptions used to estimate the annual effective tax rate, including factors such as valuation allowances and changes in valuation allowances against deferred tax assets, the recognition or de-recognition of tax benefits related to uncertain tax positions, if any, and changes in or the interpretation of tax laws in jurisdictions where Lineage conducts business. ASC 740-270 also states that if an entity is unable to reliably estimate some or a part of its ordinary income or loss, the income tax provision or benefit applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported. For items that Lineage cannot reliably estimate on an annual basis, Lineage uses the actual year to date effective tax rate rather than an estimated annual effective tax rate to determine the tax effect of each item, including the use of all available net operating losses and other credits or deferred tax assets.

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.

For the tax years beginning on or after January 1, 2022, the Tax Cuts and Jobs Act of 2017 (“TCJA”) eliminated 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 or defer this capitalization and amortization requirement, it is not certain that this provision will be repealed or otherwise modified. If the requirement is not repealed or replaced, it will decrease our tax deduction for research and development expenses in future years.

The 2017 Tax Act subjects a U.S. stockholder to Global Intangible Low-Taxed Income (“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. Lineage incurred GILTI income during the years 2021 and 2022. For the three and nine months ended March 31, 2024, no GILTI income was included in the Company’s tax provision.

Lineage did not record a deferred tax benefit or provision expense for the three months ended March 31, 2024. For the three months ended March 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.

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Marketable Securities

3 Months Ended

Mar. 31, 2024

Cash and Cash Equivalents [Abstract]

Marketable Securities

4. Marketable Securities

The following table summarizes the fair value of marketable securities held by the Company and their location in the Company’s condensed consolidated balance sheet (in thousands):


	March 31, 2024		December 31, 2023
Marketable debt securities
Included within cash and cash equivalents (1)	$	—	$	8,856
Included within marketable securities	$	—	$	—
Marketable equity securities
Included within marketable securities	$	45	$	50

(1)

Cash equivalents have an original maturity of three months or less when purchased. The Company did not own any marketable debt securities as of March 31, 2024.

Marketable Debt Securities

The following table summarizes the available-for-sale debt securities classified within cash and cash equivalents in the Company’s condensed consolidated balance sheet as of December 31, 2023 (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

The Company has not recognized an allowance for credit losses on any securities in an unrealized loss position as of March 31, 2024 or December 31, 2023. The Company believes that the individual unrealized losses represent temporary declines resulting from changes in interest rates, and we intend to hold these marketable debt securities to their maturity.

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 common stock of OncoCyte Corporation ("OCX") and of Hadasit Bio-Holdings Ltd. (“HBL”). All share prices are determined based on the closing price of OCX 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 March 31, 2024, and December 31, 2023 the combined fair value of these shares was $45,000 and $50,000, respectively.

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


	Three Months Ended March 31,
	2024			2023
(Loss) gain on marketable equity securities, net	$	(5	)	$	40
Less: Loss recognized in earnings on marketable equity securities sold		—			—
Unrealized (loss) gain recognized on marketable equity securities held at end of period, net	$	(5	)	$	40

Marketable Securities - Schedule Of Marketable Equity Securities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Investments, Debt and Equity Securities [Abstract]
Loss on marketable equity securities, net	$ (5)	$ 40
Less: Loss recognized in earnings on marketable equity securities sold
Unrealized loss recognized on marketable equity securities held at end of period, net	$ (5)	$ 40

Organization and Business Overview - Additional Information (Details) - USD ($) $ in Millions		1 Months Ended		24 Months Ended
	Dec. 17, 2021	Jan. 31, 2022	Dec. 31, 2021	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Amount of grants received				$ 14.3
Roche Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment	$ 50.0	$ 50.0	$ 50.0
Maximum milestone payments to be received upon performance conditions		$ 620.0	$ 620.0

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (6,542)	$ (4,372)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
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+ Details

Basis of Presentation, Liquidity and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation, Liquidity and Summary of Significant Accounting Policies

2. Basis of Presentation, Liquidity and Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated interim financial statements were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. In accordance with those rules and regulations, certain information and footnote disclosures normally included in comprehensive consolidated financial statements have been condensed or omitted. The condensed consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by GAAP. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the 2023 10-K.

The accompanying unaudited condensed consolidated interim financial statements, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of our financial condition and results of operations. The condensed consolidated results of operations are not necessarily indicative of the results to be expected for any other interim period or for the entire year. Certain prior period amounts in the condensed consolidated interim financial statements and accompanying notes have been reclassified to conform to the current period presentation. The reclassification of these items had no impact on net loss, net loss per share, financial position or cash flows in the current or prior periods. Specifically, our reclassifications are (i) operating lease right-of-use assets are now presented separately from property and equipment, net, on the condensed consolidated balance sheets, (ii) cost of sales are now included in operating expenses on the condensed consolidated statements of operations, and (iii) foreign currency transaction gains (losses) are now presented separately from other income (expenses) on the condensed consolidated statements of operations.

Principles of Consolidation


Subsidiary	Field of Business	Lineage Ownership	Country
Cell Cure Neurosciences Ltd.	Manufacturing of Lineage’s product candidates	94%(1)	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.

Liquidity

Capital Resources

As of March 31, 2024, $40.0 million remained available for sale under our at-the-market offering program (“ATM”). See Note 10 (Shareholders’ Equity) for additional information.

Additional Capital Requirements

Significant Accounting Policies

Recently Issued and Recently Adopted Accounting Pronouncements

Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Direct financing	ATM	Common Stock [Member]	Common Stock [Member] Direct financing	Common Stock [Member] ATM	Retained Earnings [Member]	Noncontrolling Interest [Member]	AOCI Attributable to Parent [Member]
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 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	25			$ 25
Shares issued upon exercise of stock options, shares				28
Stock-based compensation	1,031			$ 1,031
Unrealized gain(loss) on marketable debt securities	91								91
Foreign currency translation adjustment	373								373
NET LOSS	(4,404)						(4,372)	(32)
Balance at Mar. 31, 2023	69,015			$ 441,299			(367,742)	(1,435)	(3,107)
Balance, shares at Mar. 31, 2023				170,174
Balance at Dec. 31, 2023	62,023			$ 451,343			(384,856)	(1,396)	(3,068)
Balance, shares at Dec. 31, 2023				174,987
Shares issued ,Value		$ 14,000	$ 37		$ 14,000	$ 37
Shares issued , shares					13,462	30
Financing related fees	(112)			$ (112)
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes	(23)			$ (23)
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes, shares				45
Shares issued upon exercise of stock options	163			$ 163
Shares issued upon exercise of stock options, shares				230
Stock-based compensation	1,163			$ 1,163
Unrealized gain(loss) on marketable debt securities	(1)								(1)
Foreign currency translation adjustment	298								298
NET LOSS	(6,558)						(6,542)	(16)
Balance at Mar. 31, 2024	$ 70,990			$ 466,571			$ (391,398)	$ (1,412)	$ (2,771)
Balance, shares at Mar. 31, 2024				188,754

Marketable Securities (Tables)

3 Months Ended

Mar. 31, 2024

Cash and Cash Equivalents [Abstract]

Schedule Of Fair Value Of Marketable Securities

The following table summarizes the fair value of marketable securities held by the Company and their location in the Company’s condensed consolidated balance sheet (in thousands):


	March 31, 2024		December 31, 2023
Marketable debt securities
Included within cash and cash equivalents (1)	$	—	$	8,856
Included within marketable securities	$	—	$	—
Marketable equity securities
Included within marketable securities	$	45	$	50

(1)

Cash equivalents have an original maturity of three months or less when purchased. The Company did not own any marketable debt securities as of March 31, 2024.

Summary of Available for Sale Debt Securities


	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

Schedule Of Marketable Equity Securities

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


	Three Months Ended March 31,
	2024			2023
(Loss) gain on marketable equity securities, net	$	(5	)	$	40
Less: Loss recognized in earnings on marketable equity securities sold		—			—
Unrealized (loss) gain recognized on marketable equity securities held at end of period, net	$	(5	)	$	40

- 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).

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+ Details

Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

At March 31, 2024 and December 31, 2023, property and equipment, net was comprised of the following (in thousands):


	March 31, 2024			December 31, 2023
Equipment, furniture and fixtures	$	3,598		$	3,614
Leasehold improvements		2,280			2,313
Right-of-use assets - finance lease		197			198
Accumulated depreciation and amortization		(3,971	)		(3,880	)
Property and equipment, net	$	2,104		$	2,245

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

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Disaggregation of Revenue [Line Items]

Royalties, license and other revenues

^[1]

$ 257

$ 265

Total revenues under collaborative agreements

1,187

2,121

Total revenues

1,444

2,386

Upfront License Fees [Member]

Disaggregation of Revenue [Line Items]

Total revenues under collaborative agreements

^[2]

$ 1,187

$ 2,121

[1]	Included within royalties, license and other revenues recognized each period, $30,000 and $0 was included within deferred revenues as contract liabilities as of January 1, 2024 and 2023, 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.

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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

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

+ Details

- 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 Securities - Schedule Of Fair Value Of Marketable Securities (Details) - USD ($)
$ in Thousands

Mar. 31, 2024

Dec. 31, 2023

Mar. 31, 2023

Marketable Securities [Line Items]

Included within cash and cash equivalents

$ 43,576

$ 35,442

$ 15,451

Marketable Debt Securities [Member]

Marketable Securities [Line Items]

Included within cash and cash equivalents

^[1]

8,856

Marketable Equity Securities [Member]

Marketable Securities [Line Items]

Included within marketable securities

$ 45

$ 50

[1]	Cash equivalents have an original maturity of three months or less when purchased. The Company did not own any marketable debt securities as of March 31, 2024.

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
NET LOSS	$ (6,558)	$ (4,404)
Other comprehensive loss, net of tax:
Foreign currency translation adjustment	298	373
Unrealized gain (loss) on marketable debt securities	(1)	91
COMPREHENSIVE LOSS	(6,261)	(3,940)
Less: Comprehensive loss attributable to noncontrolling interest	16	32
COMPREHENSIVE LOSS ATTRIBUTABLE TO LINEAGE COMMON SHAREHOLDERS	$ (6,245)	$ (3,908)

- 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.

+ References

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+ Details

Stock-Based Awards (Tables)

3 Months Ended

Mar. 31, 2024

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

Schedule of Stock Based Compensation Expense

Operating expenses within the condensed consolidated statements of operations include stock-based compensation expense as follows (in thousands):


	Three Months Ended March 31,
	2024		2023
Research and development	$	144	$	205
General and administrative		1,019		826
Total stock-based compensation expense	$	1,163	$	1,031

Schedule Of Computation Of Diluted Net Loss Per Common Share


	Three Months Ended March 31,
	2024		2023
Stock options		26,388		23,312
Restricted stock units		501		759

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, 2023		10,824		$	1.42		8.63	$	4
Options granted		5,378		$	1.13
Options expired/forfeited/cancelled		(343	)	$	1.35
Balance at March 31, 2024		15,859		$	1.33		8.80	$	2,494
Options exercisable at March 31, 2024		4,059		$	1.42		7.73	$	266
Options exercisable and expected to vest at March 31, 2024		15,859		$	1.33		8.80	$	2,494


	Number of RSUs Outstanding			Weighted Average Grant Date Fair Value per Share
Balance at December 31, 2023		668		$	1.11
RSUs forfeited		(100	)	$	0.21
RSUs vested		(67	)	$	1.50
Balance at March 31, 2024		501		$	1.24

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)
Balance at December 31, 2023		10,839		$	1.83
Options exercised		(230	)	$	0.71
Options expired/forfeited/cancelled		(80	)	$	2.40
Balance at March 31, 2024		10,529		$	1.85
Options exercisable at March 31, 2024		9,650		$	1.79

- 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

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

8. 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 in accordance with 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 that are unobservable. Unobservable inputs are those in which little or no market data exists, reflect those that a market participant would use, and are therefore determined using estimates and assumptions developed by the Company, .

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 and marketable securities at fair value on a recurring basis. The fair values of such assets were as follows as of March 31, 2024 and December 31, 2023 (in thousands):


			Fair Value Measurements Using
	Balance at March 31, 2024		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)	$	37,446	$	37,446	$	—	$	—
Marketable debt securities (1)		—		—		—		—
Marketable equity securities		45		45		—		—
Total assets measured at fair value	$	37,491	$	37,491	$	—	$	—


			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	$	—	$	—

(1)

Lineage’s marketable equity securities include the shares of stock of OCX and HBL. Both securities have readily determinable fair values quoted on the NASDAQ or TASE (Level 1). These securities are measured at fair value and reported as current assets on the accompanying condensed 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

Commitments and Contingencies - Additional Information (Details)					1 Months Ended														3 Months Ended		24 Months Ended
	Nov. 01, 2022 USD ($)	Nov. 01, 2022 ILS (₪)	Aug. 01, 2022 USD ($)	Dec. 17, 2021 USD ($)	Feb. 29, 2024	Feb. 28, 2023 USD ($)	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 ($) m² ft²	Jan. 31, 2018 ILS (₪) m² ft²	Mar. 31, 2024 USD ($) m² ft²	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Mar. 31, 2024 ILS (₪) m² ft²	Aug. 01, 2022 ILS (₪)	Nov. 30, 2021 ILS (₪) m² ft²	Dec. 17, 2017
Loss Contingencies [Line Items]
Operating lease expense																			$ 3,126,000		$ 2,809,000
Operating lease expense																			300,000	$ 300,000
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
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 and Royalty payment											24.10%
Upfront payment received											$ 12,100,000
Grants awarded percentage																			50.00%			50.00%
Royalty payment percentage																									50.00%
Aggregate cap amount																			$ 93,800,000
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, 2026		Mar. 31, 2024
Lease commencement date							Oct. 01, 2022
Rent for first twelve months																			23,000
Rent for remaining twelve months																			$ 23,500
Sublease agreement option to extend																			In February 2024, Lineage and the landlord executed an agreement to extend the sublease for 24 months through March 31, 2026 on similar terms.
Carlsbad Sub Lease [Member] \| Deposits and Other Long-Term 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																			$ 446,000
Payments for rent	$ 3,951	₪ 12,494
Lease modification			$ 700,000
Additional right of use asset and lease liability			$ 200,000

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Accumulated depreciation and amortization	$ (3,971)	$ (3,880)
Property and equipment, net	2,104	2,245
Equipment Furniture And Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,598	3,614
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,280	2,313
Right-of-use assets - Finance Lease [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 197	$ 198

Organization and Business Overview

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Business Overview

1. Organization and Business Overview

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. On May 7 2024, we entered into a service agreement with Genentech pursuant to which we will provide supplemental clinical, technical, training, manufacturing, and procurement services to support the ongoing advancement and optimization of the OpRegen program.

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 are 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 January 2024 we filed an Investigational New Drug (“IND”) amendment for OPC1 as it relates to our proposed 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 have received written correspondence from the FDA, advising us that due to significant workload and conflicting PDUFA priorities at the agency, its review of our IND amendment and the DOSED study protocol is still ongoing. We have also received information requests from the FDA, all of which we are responding to in a timely manner, and such information request have not involved any commitments to perform additional activities that would delay commencement of the DOSED study. We intend to continue to work closely with the FDA to respond to any additional information requests and/or feedback. In parallel, we continue to focus on customary trial preparations and related activities to support opening our first clinical study site for the DOSED study in the second quarter of 2024.

Our 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 Roche, 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 described 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 strategic transactions, such as our business development approach to our VAC dendritic cell therapy platform.

Revenue (Tables)

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregated Revenues

Our disaggregated revenues were as follows for the periods presented (in thousands):


	Three Months Ended March 31,
	2024		2023
Revenues under collaborative agreements
Upfront license fees (1)	$	1,187	$	2,121
Total revenues under collaborative agreements		1,187		2,121

Royalties, license and other revenues (2)		257		265

Total revenue	$	1,444	$	2,386

(1)

(2)

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):


	March 31, 2024		December 31, 2023
Accounts receivable, net - beginning of the period (1)	$	676	$	297
Accounts receivable, net - end of the period (1)	$	77	$	676

Contract liabilities (1)(2)
Deferred revenues - beginning of the period	$	29,501	$	37,146
Deferred revenues - end of the period	$	28,283	$	29,501

(1)

Excludes amounts outside the scope of ASU 2014-09.

(2)

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 03, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
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 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 Common Stock, Shares Outstanding		188,798,145

Related Party Transactions - Additional Information (Details) - USD ($)		62 Months Ended
	Feb. 06, 2024	Mar. 31, 2024
Parent Company [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
offering price	$ 1.04
Sale of stock	13,461,540
Neal Bradsher [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Sale of stock	6,730,770
Neal Bradsher [Member] \| Broadwood Partners, L.P [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Legal expenses		$ 626,000
Don M. Bailey [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Sale of stock	96,155

Stock-Based Awards - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 1,163	$ 1,031
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	144	205
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 1,019	$ 826

Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accounts payable	$ 2,211	$ 2,050
Accrued compensation	2,481	3,123
Accrued liabilities	991	1,097
Total	$ 5,683	$ 6,270

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

Mar. 31, 2024

Dec. 31, 2023

Finite-Lived Intangible Assets [Line Items]

Goodwill

^[1]

$ 10,672

Total intangible assets

66,143

Accumulated amortization

^[2]

(19,603)

(19,581)

Intangible assets, net

46,540

46,562

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 13 (Commitment and Contingencies) for further discussion on the Asterias Merger. To date, we have not recognized any goodwill impairment.
[2]	As of March 31, 2024, the acquired patents and acquired royalty contracts were fully amortized.
[3]	Asterias had two in-process research and development ("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

Basis of Presentation, Liquidity and Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions	Mar. 31, 2024 USD ($)
Accounting Policies [Abstract]
Cash and cash equivalents and marketable securities	$ 43.6
Amount reserved for future issuance	$ 40.0

Shareholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Feb. 06, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	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		450,000,000	450,000,000	250,000,000
Common stock, no par value		$ 0		$ 0		$ 0
Common stock, shares issued		188,753,536		174,986,671
Common stock, shares outstanding		188,753,536		174,986,671
Net proceeds from issuance of common stock		$ 14,037	$ 0
Equity securities available for sale		$ 40,000
Parent Company [Member]
Subsidiary or Equity Method Investee [Line Items]
Sale of stock	13,461,540
Prior Sales Agreement [Member] \| Parent Company [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock, shares issued		4,912,803
Net proceeds							$ 64,100
Sale of stock		30,000
Weighted average price per share		$ 1.41
Gross proceeds		$ 6,900
Net proceeds from issuance of common stock		36,000
Gross proceeds from issuance of common stock		37,000
ATM Sales Agreement [Member] \| Parent Company [Member]
Subsidiary or Equity Method Investee [Line Items]
Net proceeds		$ 40,000
Sale of stock		0
Equity securities available for sale		$ 40,000
2017 Sales Agreement [Member] \| Cantor Fitzgerald and Co Member [Member]
Subsidiary or Equity Method Investee [Line Items]
Percentage of commission payable		3.00%

Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands

Mar. 31, 2024

Dec. 31, 2023

CURRENT ASSETS

Cash and cash equivalents

$ 43,576

$ 35,442

Marketable securities

Accounts receivable, net

745

Prepaid expenses and other current assets

2,018

2,204

Total current assets

45,716

38,441

NONCURRENT ASSETS

Property and equipment, net

2,104

2,245

Operating lease right-of-use assets

2,855

2,522

Deposits and other long-term assets

596

577

Goodwill

^[1]

10,672

Intangible assets, net

46,540

46,562

TOTAL ASSETS

108,483

101,019

CURRENT LIABILITIES

Accounts payable and accrued liabilities

5,683

6,270

Operating lease liabilities, current portion

1,052

830

Finance lease liabilities, current portion

Deferred revenues, current portion

10,106

10,808

Total current liabilities

16,890

17,960

LONG-TERM LIABILITIES

Deferred tax liability

273

Deferred revenues, net of current portion

18,177

18,693

Operating lease liabilities, net of current portion

2,074

1,979

Finance lease liabilities, net of current portion

TOTAL LIABILITIES

37,493

38,996

Commitments and contingencies (Note 13)

SHAREHOLDERS' EQUITY

Preferred shares, no par value, 2,000 shares authorized; none issued and outstanding as of March 31, 2024 and December 31, 2023

Common shares, no par value, 450,000 shares authorized as of March 31, 2024 and December 31, 2023; 188,754 and 174,987 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

466,571

451,343

Accumulated other comprehensive loss

(2,771)

(3,068)

Accumulated deficit

(391,398)

(384,856)

Lineage's shareholders' equity

72,402

63,419

Noncontrolling deficit

(1,412)

(1,396)

Total shareholders’ equity

70,990

62,023

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$ 108,483

$ 101,019

[1]

Fair Value Measurements - Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets	$ 37,491	$ 29,935
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets	37,491	29,935
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets
Money Market Funds [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets	37,446	21,029
Money Market Funds [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets	37,446	21,029
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	0	8,856
Marketable Debt Securities [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets	0	8,856
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	45	50
Marketable Equity Securities [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets	45	50
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