Lineage Cell Therapeutics Announces First Closing of up to $66 Million Registered Direct Offering

In This Article:

$30 Million Upfront With Up to an Additional $36 Million of Aggregate Gross Proceeds Upon the Exercise in Full of Clinical Milestone-linked Common Warrants

CARLSBAD, Calif., November 21, 2024--(BUSINESS WIRE)--Lineage Cell Therapeutics, Inc. (NYSE American and TASE: LCTX), a clinical-stage biotechnology company developing allogeneic cell therapies for unmet medical needs, today announced the first closing of its previously announced registered direct offering for the purchase and sale of up to an aggregate of 39,473,688 of Lineage’s common shares and accompanying warrants (the "common warrants") to purchase an aggregate of up to 39,473,688 of Lineage’s common shares at a combined purchase price of $0.76 per common share and accompanying common warrant. Lineage issued an aggregate of 31,578,951 common shares and common warrants to purchase up to 31,578,951 common shares to certain healthcare focused institutional investors in the first closing. Each common warrant will be exercisable for one common share at an exercise price of $0.91 per common share and will be exercisable commencing six months following their date of issuance and will expire on the earlier of (a) the three-year anniversary of the initial exercise date, and (b) the 90th day following the date of the public disclosure of the intent to advance OpRegen® (also known as RG6501) into a multi-center phase 2 or 3 clinical trial which includes a control or comparator arm, or if the date of such public disclosure occurs prior to the initial exercise date of the common warrants, the 90th day following the initial exercise date.

H.C. Wainwright & Co. served as the exclusive placement agent for the offering.

The offering of the securities to Broadwood Partners, L.P. ("Broadwood"), an affiliate of Neal Bradsher, a member of Lineage’s board of directors, is expected to close upon obtaining shareholder approval to satisfy applicable NYSE American rules and to the satisfaction of customary closing conditions. The common warrants that may be issued to Broadwood pursuant to the definitive purchase agreement entered into between Lineage and Broadwood will not be exercisable until the later of (i) their date of issuance, which will be the date shareholder approval is obtained, and (ii) the six-month anniversary of the date of issuance of the common warrants to the unaffiliated institutional investors in the offering.

Lineage received $24 million in aggregate gross proceeds in the first closing of the offering, which was with respect to the investments by the unaffiliated institutional investors, and expects to receive approximately $6 million in additional gross proceeds from the offering with respect to the investment by Broadwood, in each case, before deducting the placement agent’s fees and other offering expenses payable by Lineage. The potential additional gross proceeds to Lineage from the common warrants, if fully exercised on a cash basis, will be approximately $36 million. No assurance can be given that Lineage will obtain the shareholder approval required to satisfy applicable NYSE American rules in order to sell the securities in the offering to Broadwood or that any of the common warrants will be exercised. Lineage currently plans to use the net proceeds from the offering for working capital and general corporate purposes, including research and development expenses and capital expenditures.