UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 14, 2024 |
Lineage Cell Therapeutics, Inc.
(Exact name of Registrant as Specified in Its Charter)
California | 001-12830 | 94-3127919 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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2173 Salk Avenue, Suite 200 |
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Carlsbad, California |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (442) 287-8990 |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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Common shares |
| LCTX |
| NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On May 14, 2024, Lineage Cell Therapeutics, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) a prospectus supplement dated May 14, 2024 (the “Prospectus Supplement”) to the prospectus dated May 14, 2024 (the “Prospectus”) that forms a part of the Company’s shelf registration statement on Form S-3 (File No. 333-277758) filed by the Company with the SEC on March 7, 2024 and declared effective by the SEC on May 14, 2024 (the “Registration Statement”). The Prospectus Supplement relates to the offer and sale of the Company’s common shares, from time to time, having an aggregate offering price of up to $39,966,424 (the “ATM Shares”) through B. Riley Securities, Inc. (“B. Riley”) acting as sales agent, pursuant to that sales agreement dated March 22, 2024 entered into between the Company and B. Riley, as previously reported by the Company in its Current Report on Form 8-K filed with the SEC on March 22, 2024.The ATM Shares are being offered and sold pursuant to the Registration Statement, the Prospectus, and the Prospectus Supplement.
This report shall not constitute an offer to sell or the solicitation of an offer to buy the ATM Shares, nor shall there be any sale of the ATM Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
A copy of the opinion of Sheppard Mullin Richter & Hampton, LLP relating to the legality of the ATM Shares covered by the Prospectus Supplement is attached hereto as Exhibit 5.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit | Description | |
5.1 | ||
23.1 | Consent of Sheppard Mullin Richter & Hampton, LLP (included in Exhibit 5.1) | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Lineage Cell Therapeutics, Inc. |
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Date: | May 14, 2024 | By: | /s/ George A. Samuel III |
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| Name: Title: | George A. Samuel III |