Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 02, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
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 | 188,837,375 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 29,622 | $ 35,442 | |
Marketable securities | 8,874 | 50 | |
Accounts receivable, net | 235 | 745 | |
Prepaid expenses and other current assets | 1,659 | 2,204 | |
Total current assets | 40,390 | 38,441 | |
NONCURRENT ASSETS | |||
Property and equipment, net | 2,018 | 2,245 | |
Operating lease right-of-use assets | 2,584 | 2,522 | |
Deposits and other long-term assets | 598 | 577 | |
Goodwill | [1] | 10,672 | 10,672 |
Intangible assets, net | 46,540 | 46,562 | |
TOTAL ASSETS | 102,802 | 101,019 | |
CURRENT LIABILITIES | |||
Accounts payable and accrued liabilities | 5,018 | 6,270 | |
Operating lease liabilities, current portion | 1,069 | 830 | |
Finance lease liabilities, current portion | 46 | 52 | |
Deferred revenues, current portion | 9,142 | 10,808 | |
Total current liabilities | 15,275 | 17,960 | |
LONG-TERM LIABILITIES | |||
Deferred tax liability | 273 | 273 | |
Deferred revenues, net of current portion | 18,543 | 18,693 | |
Operating lease liabilities, net of current portion | 1,768 | 1,979 | |
Finance lease liabilities, net of current portion | 68 | 91 | |
TOTAL LIABILITIES | 35,927 | 38,996 | |
Commitments and contingencies (Note 13) | |||
SHAREHOLDERS' EQUITY | |||
Preferred shares, no par value, 2,000 shares authorized; none issued and outstanding as of June 30, 2024 and December 31, 2023 | |||
Common shares, no par value, 450,000 shares authorized as of June 30, 2024 and December 31, 2023; 188,824 and 174,987 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 467,928 | 451,343 | |
Accumulated other comprehensive loss | (2,470) | (3,068) | |
Accumulated deficit | (397,158) | (384,856) | |
Lineage's shareholders' equity | 68,300 | 63,419 | |
Noncontrolling deficit | (1,425) | (1,396) | |
Total shareholders’ equity | 66,875 | 62,023 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 102,802 | $ 101,019 | |
[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 (Commitments and Contingencies) for further discussion on the Asterias Merger. To date, we have not recognized any goodwill impairment. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 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 | 188,823,975 | 174,986,671 | ||
Common stock, shares outstanding | 188,823,975 | 174,986,671 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues [Abstract] | ||||
Total revenues | $ 1,408 | $ 3,225 | $ 2,852 | $ 5,611 |
OPERATING EXPENSES: | ||||
Cost of sales | 44 | 127 | 142 | 246 |
Research and development | 2,868 | 3,873 | 5,878 | 8,058 |
General and administrative | 4,363 | 4,249 | 9,360 | 8,973 |
Total operating expenses | 7,275 | 8,249 | 15,380 | 17,277 |
Loss from operations | (5,867) | (5,024) | (12,528) | (11,666) |
OTHER INCOME (EXPENSES): | ||||
Interest income | 463 | 382 | 925 | 792 |
Loss on marketable equity securities, net | (10) | (150) | (15) | (110) |
Foreign currency transaction loss, net | (378) | (497) | (732) | (969) |
Other income | 19 | 86 | 19 | 543 |
Total other income (expenses) | 94 | (179) | 197 | 256 |
Loss before net income tax benefit | (5,773) | (5,203) | (12,331) | (11,410) |
Provision for income tax benefit | 0 | 0 | 0 | 1,803 |
NET LOSS | (5,773) | (5,203) | (12,331) | (9,607) |
Net (income) loss attributable to noncontrolling interest | 13 | (26) | 29 | 6 |
NET LOSS ATTRIBUTABLE TO LINEAGE | $ (5,760) | $ (5,229) | $ (12,302) | $ (9,601) |
Net loss per common share attributable to Lineage, basic | $ (0.03) | $ (0.03) | $ (0.07) | $ (0.06) |
Net loss per common share attributable to Lineage, diluted | $ (0.03) | $ (0.03) | $ (0.07) | $ (0.06) |
Weighted-average common shares used to compute net loss per common share, basic | 188,813 | 170,592 | 185,861 | 170,361 |
Weighted-average common shares used to compute net loss per common share, diluted | 188,813 | 170,592 | 185,861 | 170,361 |
Collaboration Revenues [Member] | ||||
Revenues [Abstract] | ||||
Total revenues | $ 1,098 | $ 2,871 | $ 2,285 | $ 4,992 |
Royalties, License and Other Revenues [Member] | ||||
Revenues [Abstract] | ||||
Total revenues | $ 310 | $ 354 | $ 567 | $ 619 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
NET LOSS | $ (5,773) | $ (5,203) | $ (12,331) | $ (9,607) |
Other comprehensive loss, net of tax: | ||||
Foreign currency translation adjustment | 307 | 446 | 605 | 819 |
Unrealized gain (loss) on marketable debt securities | (6) | 50 | (7) | 141 |
COMPREHENSIVE LOSS | (5,472) | (4,707) | (11,733) | (8,647) |
Less: Comprehensive (income) loss attributable to noncontrolling interest | 13 | (26) | 29 | 6 |
COMPREHENSIVE LOSS ATTRIBUTABLE TO LINEAGE COMMON SHAREHOLDERS | $ (5,459) | $ (4,733) | $ (11,704) | $ (8,641) |
Condensed Consolidated Statem_3
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 ,Value | $ 5,841 | $ 5,841 | |||||||
Shares issued , shares | 4,237 | ||||||||
Financing related fees | (193) | $ (193) | |||||||
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 | 47 | $ 47 | |||||||
Shares issued upon exercise of stock options, shares | 56 | ||||||||
Stock-based compensation | 2,311 | $ 2,311 | |||||||
Unrealized gain(loss) on marketable debt securities | 141 | 141 | |||||||
Foreign currency translation adjustment | 819 | 819 | |||||||
NET LOSS | (9,607) | (9,601) | (6) | ||||||
Balance at Jun. 30, 2023 | 71,258 | $ 448,249 | (372,971) | (1,409) | (2,611) | ||||
Balance, shares at Jun. 30, 2023 | 174,439 | ||||||||
Balance at Mar. 31, 2023 | 69,015 | $ 441,299 | (367,742) | (1,435) | (3,107) | ||||
Balance, shares at Mar. 31, 2023 | 170,174 | ||||||||
Shares issued ,Value | 5,841 | $ 5,841 | |||||||
Shares issued , shares | 4,237 | ||||||||
Financing related fees | (193) | $ (193) | |||||||
Shares issued upon exercise of stock options | 22 | $ 22 | |||||||
Shares issued upon exercise of stock options, shares | 28 | ||||||||
Stock-based compensation | 1,280 | $ 1,280 | |||||||
Unrealized gain(loss) on marketable debt securities | 50 | 50 | |||||||
Foreign currency translation adjustment | 446 | 446 | |||||||
NET LOSS | (5,203) | (5,229) | 26 | ||||||
Balance at Jun. 30, 2023 | 71,258 | $ 448,249 | (372,971) | (1,409) | (2,611) | ||||
Balance, shares at Jun. 30, 2023 | 174,439 | ||||||||
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 | 70 | $ 14,000 | $ 70 | |||||
Shares issued , shares | 13,462 | 56 | |||||||
Financing related fees | (113) | $ (113) | |||||||
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 | 219 | $ 219 | |||||||
Shares issued upon exercise of stock options, shares | 274 | ||||||||
Stock-based compensation | 2,432 | $ 2,432 | |||||||
Unrealized gain(loss) on marketable debt securities | (7) | (7) | |||||||
Foreign currency translation adjustment | 605 | 605 | |||||||
NET LOSS | (12,331) | (12,302) | (29) | ||||||
Balance at Jun. 30, 2024 | 66,875 | $ 467,928 | (397,158) | (1,425) | (2,470) | ||||
Balance, shares at Jun. 30, 2024 | 188,824 | ||||||||
Balance at Mar. 31, 2024 | 70,990 | $ 466,571 | (391,398) | (1,412) | (2,771) | ||||
Balance, shares at Mar. 31, 2024 | 188,754 | ||||||||
Shares issued ,Value | $ 33 | $ 33 | |||||||
Shares issued , shares | 26 | ||||||||
Financing related fees | (1) | $ (1) | |||||||
Shares issued upon exercise of stock options | 56 | $ 56 | |||||||
Shares issued upon exercise of stock options, shares | 44 | ||||||||
Stock-based compensation | 1,269 | $ 1,269 | |||||||
Unrealized gain(loss) on marketable debt securities | (6) | (6) | |||||||
Foreign currency translation adjustment | 307 | 307 | |||||||
NET LOSS | (5,773) | (5,760) | (13) | ||||||
Balance at Jun. 30, 2024 | $ 66,875 | $ 467,928 | $ (397,158) | $ (1,425) | $ (2,470) | ||||
Balance, shares at Jun. 30, 2024 | 188,824 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss attributable to Lineage | $ (5,760,000) | $ (5,229,000) | $ (12,302,000) | $ (9,601,000) |
Net loss attributable to noncontrolling interest | (13,000) | 26,000 | (29,000) | (6,000) |
Adjustments to reconcile net loss attributable to Lineage Cell Therapeutics, Inc.to net cash used in operating activities: | ||||
Loss on marketable equity securities, net | 10,000 | 150,000 | 15,000 | 110,000 |
Accretion of income on marketable debt securities | (102,000) | (516,000) | ||
Depreciation and amortization expense | 142,000 | 138,000 | 295,000 | 276,000 |
Change in right-of-use assets and liabilities | (20,000) | 81,000 | ||
Amortization of intangible assets | 0 | 32,000 | 22,000 | 65,000 |
Stock-based compensation | 2,432,000 | 2,311,000 | ||
Deferred income tax benefit | 0 | (1,803,000) | ||
Foreign currency remeasurement and other loss | 767,000 | 1,011,000 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 508,000 | (147,000) | ||
Prepaid expenses and other current assets | 516,000 | (270,000) | ||
Accounts payable and accrued liabilities | (1,245,000) | (3,941,000) | ||
Deferred revenue | (1,816,000) | (5,080,000) | ||
Net cash used in operating activities | (10,959,000) | (17,510,000) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Proceeds from the sale of marketable equity securities | 18,000 | 0 | ||
Purchases of marketable debt securities | (8,761,000) | (12,635,000) | ||
Maturities of marketable debt securities | 0 | 47,664,000 | ||
Purchase of equipment | (88,000) | (444,000) | ||
Net cash (used in) provided by investing activities | (8,831,000) | 34,585,000 | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from employee options exercised | 219,000 | 80,000 | ||
Common shares received and retired for employee taxes paid | (23,000) | (37,000) | ||
Proceeds from sale of common shares | 14,070,000 | 5,789,000 | ||
Payments for offering costs | (113,000) | (174,000) | ||
Repayment of finance lease liabilities | (27,000) | (29,000) | ||
Net cash provided by financing activities | 14,126,000 | 5,629,000 | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (158,000) | (192,000) | ||
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (5,822,000) | 22,512,000 | ||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||||
At beginning of the period | 35,992,000 | 11,936,000 | ||
At end of the period | 30,170,000 | 34,448,000 | 30,170,000 | 34,448,000 |
SUPPLEMENTAL DISCLOSURES : | ||||
Cash paid for interest | 4,000 | 5,000 | ||
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND INVESTINGACTIVITIES: | ||||
Property and equipment expenditures in accounts payable | 58,000 | 93,000 | ||
Reconciliation of cash, cash equivalents and restricted cash, end of period: | ||||
Cash and cash equivalents | 29,622,000 | 33,886,000 | 29,622,000 | 33,886,000 |
Restricted cash included in deposits and other long-term assets (see Note 13 (Commitments and Contingencies)) | 548,000 | 562,000 | 548,000 | 562,000 |
Total cash, cash equivalents, and restricted cash | $ 30,170,000 | $ 34,448,000 | $ 30,170,000 | $ 34,448,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (5,760) | $ (5,229) | $ (12,302) | $ (9,601) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 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 |
Organization and Business Overv
Organization and Business Overview | 6 Months Ended |
Jun. 30, 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, formulation, delivery 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 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”). We plan to apply for additional funding from CIRM for continued clinical development of OPC1 for the treatment of SCI. In January 2024, we filed an Investigational New Drug (“IND”) amendment for OPC1 as it relates to our proposed DOSED ( D elivery of O ligodendrocyte Progenitor Cells for S pinal Cord Injury: E valuation of a Novel D evice) 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. As previously reported in March 2024, we 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 continue to focus on customary trial preparations and related activities to support opening our first clinical study site for the DOSED study and we intend to open our first clinical study site as soon as feasible following confirmation that the FDA has no further feedback or additional information requests relating to our IND amendment. 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 we plan to evaluate 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 being developed 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., which will be evaluated for differentiation into cell transplant product candidates for central nervous system 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 most of the product candidates described above, but in some cases may also include genetic modifications designed to enhance efficacy and/or safety profiles. 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. |
Basis of Presentation, Liquidit
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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 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 June 30, 2024: Subsidiary Field of Business Lineage 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 June 30, 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 June 30, 2024, we had $ 38.5 million of cash, cash equivalents and marketable securities. At June 30, 2024 and 2023, the Company had restricted cash of $ 0.1 million required to be set aside for its corporate credit card facility. Additionally, Cell Cure has restricted cash related to its lease. See Note 13 (Commitments and contingencies). 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 June 30, 2024, $ 39.97 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, royalty fees and patent maintenance fees. 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 June 30, 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 six months ended June 30, 2024. 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. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenues under collaborative agreements Upfront license fees (1) $ 1,098 $ 2,871 $ 2,285 $ 4,992 Total revenues under collaborative agreements 1,098 2,871 2,285 4,992 Royalties, license and other revenues (2) 310 354 567 619 Total revenue $ 1,408 $ 3,225 $ 2,852 $ 5,611 (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. T his revenue originated from the $ 50.0 million upfront payment under the Roche Agreement. (2) Included within royalties, license and other revenues recognized for the six months ended June 30, 2024 and 2023, was $ 30,000 and $ 87,000 , respectively, that 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 June 3 0, 2024 was $ 31.6 million, of which $ 27.7 million is reported as deferred revenues. The $ 31.6 million is primarily 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): June 30, 2024 December 31, 2023 Accounts receivable, net - beginning of the year (1) $ 676 $ 297 Accounts receivable, net - end of the period (1) $ 223 $ 676 Contract liabilities (1) Deferred revenues - beginning of the year $ 29,501 $ 37,146 Deferred revenues - end of the period $ 27,685 $ 29,501 (1) Excludes grants receivable which are outside the scope of ASU 2014-09. |
Marketable Securities
Marketable Securities | 6 Months Ended |
Jun. 30, 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): June 30, 2024 December 31, 2023 Marketable debt securities Included within cash and cash equivalents (1) $ 5,031 $ 8,856 Included within marketable securities $ 8,857 $ — Marketable equity securities Included within marketable securities $ 17 $ 50 (1) Cash equivalents have an original maturity of three months or less when purchased. Marketable Debt Securities The following table summarizes the available-for-sale debt securities classified within cash and cash equivalents and within marketable securities in the Company’s condensed consolidated balance sheet as of June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 Financial Assets: Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. Treasury securities $ 13,894 $ — $ ( 6 ) $ 13,888 Total $ 13,894 $ — $ ( 6 ) $ 13,888 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 June 30, 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. As of June 30, 2024, the amortized cost and estimated fair value of the Company’s available-for-sale debt securities by contractual maturity are shown below (in thousands): Available-for-sale debt securities maturing: Amortized Cost Estimated Fair Value In one year or less $ 13,894 $ 13,888 Total available-for-sale debt securities $ 13,894 $ 13,888 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 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 trading day of the applicable quarter. The following table represents the realized and unrealized (loss) gain on marketable equity securities for the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (Loss) gain on marketable equity securities, net $ ( 10 ) $ ( 150 ) $ ( 15 ) $ ( 110 ) Less: Loss recognized in earnings on marketable equity 4 — 4 — Unrealized (loss) gain recognized on marketable equity $ ( 6 ) $ ( 150 ) $ ( 11 ) $ ( 110 ) |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 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 June 30, 2024 and December 31, 2023, property and equipment, net was comprised of the following (in thousands): June 30, 2024 December 31, 2023 Equipment, furniture and fixtures $ 3,628 $ 3,614 Leasehold improvements 2,232 2,313 Right-of-use assets - finance lease 194 198 Accumulated depreciation and amortization ( 4,036 ) ( 3,880 ) Property and equipment, net $ 2,018 $ 2,245 Depreciation and amortization expense was $ 142,000 an d $ 138,000 fo r the three months ended June 30, 2024 and 2023, respectively, an d $ 295,000 and $ 276,000 for the six months ended June 30, 2024 and 2023, respectively. These amounts include amortization expense for right-of-use finance lease assets of $ 14,000 and $ 13,000 fo r the three months ended June 30, 2024 and 2023, respectively, and $ 28,000 and $ 23,000 for the si x months ended June 30, 2024 and 2023, respectively |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 6. Goodwill and Intangible Assets, Net At June 30, 2024 and December 31, 2023, goodwill and intangible assets, net consisted of the following (in thousands): June 30, 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 (Commitments 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) The acquired patents and acquired royalty contracts were fully amortized as of the end of the first quarter of 2024. Lineage amortizes its intangible assets over an estimated period of 5 to 10 years on a straight-line basis. Lineage recognized $ 0 and $ 32,000 in amortization expense of intangible assets during the three months ended June 30, 2024 and 2023, respectively, and $ 22,000 and $ 65,000 during the six months ended June 30, 2024 and 2023, respectively. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 7. Accounts Payable and Accrued Liabilities At June 30, 2024 and December 31, 2023, accounts payable and accrued liabilities consisted of the following (in thousands): June 30, 2024 December 31, 2023 Accounts payable $ 2,388 $ 2,050 Accrued compensation 2,216 3,123 Accrued liabilities 414 1,097 Total $ 5,018 $ 6,270 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 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 June 30, 2024 and December 31, 2023 (in thousands): Fair Value Measurements Using Balance at Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Assets: Money market fund (1) $ 17,853 $ 17,853 $ — $ — Marketable debt securities (1) 5,031 5,031 — — Marketable debt securities 8,857 8,857 — — Marketable equity securities (2) 17 17 — — Total assets measured at fair value $ 31,758 $ 31,758 $ — $ — Fair Value Measurements Using Balance at December 31, 2023 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Assets: Money market fund (1) $ 21,029 $ 21,029 $ — $ — Marketable debt securities (1) 8,856 8,856 — — Marketable equity securities (2) 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. (2) 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. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
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. From inception of the matter through July 2023, Lineage incurred approxim ately $ 626,000 in legal expenses on behalf of the foregoing parties, and since then Lineage has not incurred any additional expenses. 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 of our 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 our board of directors, purchased 6,730,770 common shares in the offering, and Don Bailey, a member of our board of directors, purchased 96,155 shares in the offering. |
Shareholders_ Equity
Shareholders’ Equity | 6 Months Ended |
Jun. 30, 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 June 30, 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 June 30, 2024 and December 31, 2023, there were 188,823,975 and 174,986,671 common shares issued and outstanding, respectively. At-The-Market Offering Program In May 2020, Lineage entered into a Controlled Equity Offering SM Sales Agreement (the “Prior Sales Agreement”) with Cantor Fitzgerald & Co., as sales agent, pursuant to which Lineage could 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 (“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 $ 40.00 million of common shares through the ATM program under the ATM Sales Agreement which was updated, amended and supplemented by a prospectus supplement filed with the SEC on May 14, 2024 in connection with the offer and sale of $ 39.97 million of common shares through the ATM program under the ATM Sales Agreement (the prospectus supplement filed in March 2024, as updated, amended and supplemented by the prospectus supplement filed in May 2024, the “2024 Prospectus Supplement”). Prior to its termination in March 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. During the three months ended March 31, 2024, Lineage sold 30,000 common shares under the Prior Prospectus Supplement at a weighted average price per share of $ 1.23 for gross proceeds of $ 37,000 and Lineage had no t sold any common shares under the 2024 Prospectus Supplement. During the three months ended June 30, 2024, Lineage sold 25,830 common shares under the 2024 Prospectus Supplement at a weighted average price per share of $ 1.30 for gross proceeds of $ 33,000 . As of June 30, 2024, $ 39.97 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. 333-277758), which was filed with the SEC on March 7, 2024 and declared effective on May 14, 2024. 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 ATM 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. |
Stock-Based Awards
Stock-Based Awards | 6 Months Ended |
Jun. 30, 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 June 30, 2024, there were 22,238,337 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 Weighted Weighted Aggregate Intrinsic Value Balance at December 31, 2023 10,824 $ 1.42 8.63 $ 4 Options granted 6,028 $ 1.12 Options exercised ( 20 ) $ 1.40 Options expired/forfeited/cancelled ( 542 ) $ 1.37 Balance at June 30, 2024 16,290 $ 1.31 8.65 $ 26 Options exercisable at June 30, 2024 4,528 $ 1.42 7.7 $ — Options exercisable and expected to vest 16,290 $ 1.31 8.65 $ 26 Number Weighted Balance at December 31, 2023 668 $ 1.11 RSUs forfeited ( 100 ) $ 0.21 RSUs vested ( 67 ) $ 1.50 Balance at June 30, 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 Weighted Balance at December 31, 2023 10,839 $ 1.83 Options exercised ( 254 ) $ 0.75 Options expired/forfeited/cancelled ( 496 ) $ 2.15 Balance at June 30, 2024 10,089 $ 1.84 Options exercisable at June 30, 2024 9,415 $ 1.80 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Research and development $ 160 $ 264 $ 304 $ 469 General and administrative 1,109 1,016 2,128 1,842 Total stock-based compensation expense $ 1,269 $ 1,280 $ 2,432 $ 2,311 As of June 30, 2024, total unrecognized compensation costs related to unvested stock options and unvested RSUs under all equity plans, was $ 10.5 million, which is expected to be recogniz ed as expense over a weighted average period of approximately 2.9 years for stock options and 1.6 years for RSUs. 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 any outstanding stock options, RSUs, warrants (using the treasury-stock method), or convertible preferred stock (using the if-converted method). For the three and six months ended June 30, 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 and Six Months Ended June 30, 2024 2023 Stock options 26,378 22,846 Restricted stock units 501 759 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 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 for research activities performed in the United States, it is not certain that this provision will be repealed or otherwise modified. If the requirement is not repealed or replaced, it will 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. For the three and six months ended June 30, 2024, no GILTI was included in the Company’s tax provision. For the three and six months ended June 30, 2023, Lineage incurred GILTI which was fully offset by net operating loss carryforwards. Lineage did not record a deferred tax benefit or provision expense for the three or six months ended June 30, 2024 or for the three months ended June 30, 2023. For the six months ended June 30, 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 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 June 30, 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 . In February 2024, Lineage extended the term of the sublease for 24 months through March 31, 2026 on similar terms. During the extension period, the base rent is $ 23,000 per month for the first twelve months and will increase to $ 23,500 for the remaining twelve months. 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 June 30, 2024. Cell Cure Lease As of June 30, 2024, Cell Cure leases approximately 2,096 square meters (approximately 22,600 square feet) of combined office and laboratory space in Jerusalem, Israel under a master lease, as amended, that expires December 31, 2027 . Cumulative base rent and construction allowance payments are approximately 165,000 Israeli New Shekels (‘ILS”) per month (approximately $ 44,000 as of June 30, 2024), excluding any future rent escalations, and includes options to extend the lease term for five years . The U.S. dollar value of the ILS denominated base rent and construction allowance payments fluctuates based upon currency exchange rates. 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, including parking usage fees. These pro-rata charges are expensed as incurred and excluded from the calculation of the ROU assets and lease liabilities. Cell Cure has security deposits denominated in ILS with the landlord for this master lease held as restricted cash during the term the lease. The U.S. dollars value of the ILS denominated security deposits fluctuates based upon currency exchange rates and was $ 448,000 as of June 30, 2024, which is included in deposits and other long-term assets on the condensed consolidated balance sheet. Supplemental Information – Leases Supplemental cash flow information related to leases is as follows (in thousands): Six Months Ended June 30, 2024 2023 Cash paid for amounts included in the measurement of Operating cash flows from operating leases $ 607 $ 538 Operating cash flows from finance leases $ 4 $ 5 Financing cash flows from finance leases $ 27 $ 29 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): June 30, 2024 December 31, 2023 Operating leases Right-of-use assets $ 2,584 $ 2,522 Right-of-use lease liabilities, current $ 1,069 $ 830 Right-of-use lease liabilities, noncurrent 1,768 1,979 Total operating lease liabilities $ 2,837 $ 2,809 Finance leases Right-of-use assets $ 194 $ 198 Accumulated amortization ( 93 ) ( 67 ) Right-of-use assets, net $ 101 $ 131 Right-of-use lease liabilities, current $ 46 $ 52 Right-of-use lease liabilities, noncurrent 68 91 Total finance lease liabilities $ 114 $ 143 Weighted average remaining lease term Operating leases 2.9 years 3.5 years Finance leases 2.7 years 3.0 years Weighted average discount rate Operating leases 6.3 % 6.5 % Finance leases 7.1 % 6.9 % Future minimum lease commitments are as follows as of June 30, 2024 (in thousands): Operating Leases Finance Leases Year Ending December 31, 2024 $ 579 $ 28 2025 1,156 51 2026 724 26 2027 671 20 Total lease payments 3,130 125 Less imputed interest ( 293 ) ( 11 ) Total $ 2,837 $ 114 Operating lease expense w as $ 0.3 million and $ 0.6 million fo r each of the three and six months ended June 30, 2024 and 2023, respectively. 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 obligation 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 June 30, 2024, Lineage has a remaining performance obligation of approximate ly $ 1.6 mil lion 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 June 30, 2024, the aggregate cap amount was approximately $ 94.3 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 all 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 (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 or royalty payment received in respect of IIA-funded programs. Royalties are payable to licensors or government entities based on a percentage of net sales of licensed products. As of June 30, 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 during the first quarter of 2023. 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 June 30, 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 and royalty payments are included within royalties, license and other revenues and cost of sales, respectively, in our condensed consolidated statements of operations. |
Basis of Presentation, Liquid_2
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | 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 June 30, 2024: Subsidiary Field of Business Lineage 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 June 30, 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 | Liquidity At June 30, 2024, we had $ 38.5 million of cash, cash equivalents and marketable securities. At June 30, 2024 and 2023, the Company had restricted cash of $ 0.1 million required to be set aside for its corporate credit card facility. Additionally, Cell Cure has restricted cash related to its lease. See Note 13 (Commitments and contingencies). 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 | 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 June 30, 2024, $ 39.97 million remained available for sale under our at-the-market offering program (“ATM”). See Note 10 (Shareholders’ Equity) for additional information. |
Additional Capital Requirements | 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, royalty fees and patent maintenance fees. 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 June 30, 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 | 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 six months ended June 30, 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. |
Basis of Presentation, Liquid_3
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Lineage's Ownership of Outstanding Shares of its Subsidiaries | Subsidiary Field of Business Lineage 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. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenues under collaborative agreements Upfront license fees (1) $ 1,098 $ 2,871 $ 2,285 $ 4,992 Total revenues under collaborative agreements 1,098 2,871 2,285 4,992 Royalties, license and other revenues (2) 310 354 567 619 Total revenue $ 1,408 $ 3,225 $ 2,852 $ 5,611 (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. T his revenue originated from the $ 50.0 million upfront payment under the Roche Agreement. (2) Included within royalties, license and other revenues recognized for the six months ended June 30, 2024 and 2023, was $ 30,000 and $ 87,000 , respectively, that was included within deferred revenues as contract liabilities as of January 1, 2024 and 2023, respectively. |
Schedule of Contract with Customer Contract Liability and Receivable | Accounts receivable, net, and deferred revenues (contract liabilities) from contracts with customers, including collaboration partners, consisted of the following (in thousands): June 30, 2024 December 31, 2023 Accounts receivable, net - beginning of the year (1) $ 676 $ 297 Accounts receivable, net - end of the period (1) $ 223 $ 676 Contract liabilities (1) Deferred revenues - beginning of the year $ 29,501 $ 37,146 Deferred revenues - end of the period $ 27,685 $ 29,501 (1) Excludes grants receivable which are outside the scope of ASU 2014-09. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 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): June 30, 2024 December 31, 2023 Marketable debt securities Included within cash and cash equivalents (1) $ 5,031 $ 8,856 Included within marketable securities $ 8,857 $ — Marketable equity securities Included within marketable securities $ 17 $ 50 (1) Cash equivalents have an original maturity of three months or less when purchased. |
Summary of Available for Sale Debt Securities | The following table summarizes the available-for-sale debt securities classified within cash and cash equivalents and within marketable securities in the Company’s condensed consolidated balance sheet as of June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 Financial Assets: Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. Treasury securities $ 13,894 $ — $ ( 6 ) $ 13,888 Total $ 13,894 $ — $ ( 6 ) $ 13,888 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 Amortized cost And Estimated fair Value | As of June 30, 2024, the amortized cost and estimated fair value of the Company’s available-for-sale debt securities by contractual maturity are shown below (in thousands): Available-for-sale debt securities maturing: Amortized Cost Estimated Fair Value In one year or less $ 13,894 $ 13,888 Total available-for-sale debt securities $ 13,894 $ 13,888 |
Schedule Of Marketable Equity Securities | The following table represents the realized and unrealized (loss) gain on marketable equity securities for the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (Loss) gain on marketable equity securities, net $ ( 10 ) $ ( 150 ) $ ( 15 ) $ ( 110 ) Less: Loss recognized in earnings on marketable equity 4 — 4 — Unrealized (loss) gain recognized on marketable equity $ ( 6 ) $ ( 150 ) $ ( 11 ) $ ( 110 ) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | At June 30, 2024 and December 31, 2023, property and equipment, net was comprised of the following (in thousands): June 30, 2024 December 31, 2023 Equipment, furniture and fixtures $ 3,628 $ 3,614 Leasehold improvements 2,232 2,313 Right-of-use assets - finance lease 194 198 Accumulated depreciation and amortization ( 4,036 ) ( 3,880 ) Property and equipment, net $ 2,018 $ 2,245 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets Net | At June 30, 2024 and December 31, 2023, goodwill and intangible assets, net consisted of the following (in thousands): June 30, 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 (Commitments 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) The acquired patents and acquired royalty contracts were fully amortized as of the end of the first quarter of 2024. Lineage amortizes its intangible assets over an estimated period of 5 to 10 years on a straight-line basis. Lineage recognized $ 0 and $ 32,000 in amortization expense of intangible assets during the three months ended June 30, 2024 and 2023, respectively, and $ 22,000 and $ 65,000 during the six months ended June 30, 2024 and 2023, respectively. |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | At June 30, 2024 and December 31, 2023, accounts payable and accrued liabilities consisted of the following (in thousands): June 30, 2024 December 31, 2023 Accounts payable $ 2,388 $ 2,050 Accrued compensation 2,216 3,123 Accrued liabilities 414 1,097 Total $ 5,018 $ 6,270 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2024 and December 31, 2023 (in thousands): Fair Value Measurements Using Balance at Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Assets: Money market fund (1) $ 17,853 $ 17,853 $ — $ — Marketable debt securities (1) 5,031 5,031 — — Marketable debt securities 8,857 8,857 — — Marketable equity securities (2) 17 17 — — Total assets measured at fair value $ 31,758 $ 31,758 $ — $ — Fair Value Measurements Using Balance at December 31, 2023 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Assets: Money market fund (1) $ 21,029 $ 21,029 $ — $ — Marketable debt securities (1) 8,856 8,856 — — Marketable equity securities (2) 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. (2) 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. |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Research and development $ 160 $ 264 $ 304 $ 469 General and administrative 1,109 1,016 2,128 1,842 Total stock-based compensation expense $ 1,269 $ 1,280 $ 2,432 $ 2,311 |
Schedule Of Computation Of Diluted Net Loss Per Common Share | 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 and Six Months Ended June 30, 2024 2023 Stock options 26,378 22,846 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 Weighted Weighted Aggregate Intrinsic Value Balance at December 31, 2023 10,824 $ 1.42 8.63 $ 4 Options granted 6,028 $ 1.12 Options exercised ( 20 ) $ 1.40 Options expired/forfeited/cancelled ( 542 ) $ 1.37 Balance at June 30, 2024 16,290 $ 1.31 8.65 $ 26 Options exercisable at June 30, 2024 4,528 $ 1.42 7.7 $ — Options exercisable and expected to vest 16,290 $ 1.31 8.65 $ 26 Number Weighted Balance at December 31, 2023 668 $ 1.11 RSUs forfeited ( 100 ) $ 0.21 RSUs vested ( 67 ) $ 1.50 Balance at June 30, 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 Weighted Balance at December 31, 2023 10,839 $ 1.83 Options exercised ( 254 ) $ 0.75 Options expired/forfeited/cancelled ( 496 ) $ 2.15 Balance at June 30, 2024 10,089 $ 1.84 Options exercisable at June 30, 2024 9,415 $ 1.80 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 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): Six Months Ended June 30, 2024 2023 Cash paid for amounts included in the measurement of Operating cash flows from operating leases $ 607 $ 538 Operating cash flows from finance leases $ 4 $ 5 Financing cash flows from finance leases $ 27 $ 29 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): June 30, 2024 December 31, 2023 Operating leases Right-of-use assets $ 2,584 $ 2,522 Right-of-use lease liabilities, current $ 1,069 $ 830 Right-of-use lease liabilities, noncurrent 1,768 1,979 Total operating lease liabilities $ 2,837 $ 2,809 Finance leases Right-of-use assets $ 194 $ 198 Accumulated amortization ( 93 ) ( 67 ) Right-of-use assets, net $ 101 $ 131 Right-of-use lease liabilities, current $ 46 $ 52 Right-of-use lease liabilities, noncurrent 68 91 Total finance lease liabilities $ 114 $ 143 Weighted average remaining lease term Operating leases 2.9 years 3.5 years Finance leases 2.7 years 3.0 years Weighted average discount rate Operating leases 6.3 % 6.5 % Finance leases 7.1 % 6.9 % |
Schedule of Future Minimum Lease Commitments | Future minimum lease commitments are as follows as of June 30, 2024 (in thousands): Operating Leases Finance Leases Year Ending December 31, 2024 $ 579 $ 28 2025 1,156 51 2026 724 26 2027 671 20 Total lease payments 3,130 125 Less imputed interest ( 293 ) ( 11 ) Total $ 2,837 $ 114 |
Organization and Business Ove_2
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 | $ 50 | $ 50 | |
Maximum milestone payments to be received upon performance conditions | $ 620 | $ 620 |
Basis of Presentation, Liquid_4
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies - Schedule of Lineage's Ownership of Outstanding Shares of its Subsidiaries (Details) | 6 Months Ended | |
Jun. 30, 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% | [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% | |
[1] Includes shares owned by Lineage and ES Cell International Pte. Ltd. |
Basis of Presentation, Liquid_5
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents and marketable securities | $ 38,500 | |
Amount reserved for future issuance | 39,970 | |
Corporate Credit Card Facility [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Restricted cash | $ 100 | $ 100 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregated Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Disaggregation of Revenue [Line Items] | |||||
Royalties, license and other revenues | [1] | $ 310 | $ 354 | $ 567 | $ 619 |
Total revenues under collaborative agreements | 1,098 | 2,871 | 2,285 | 4,992 | |
Total revenues | 1,408 | 3,225 | 2,852 | 5,611 | |
Upfront License Fees [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues under collaborative agreements | [2] | $ 1,098 | $ 2,871 | $ 2,285 | $ 4,992 |
[1] Included within royalties, license and other revenues recognized for the six months ended June 30, 2024 and 2023, was $ 30,000 and $ 87,000 , respectively, that was included within deferred revenues as contract liabilities as of January 1, 2024 and 2023, respectively. All of the upfront license fee revenue recognized each period was included within deferred revenue as contract liabilities at the beginning of the period. T his revenue originated from the $ 50.0 million upfront payment under the Roche Agreement. |
Revenue - Schedule of Contract
Revenue - Schedule of Contract with Customer Contract Liability and Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |||
Accounts receivable, net - beginning of the year | [1] | $ 676 | $ 297 |
Accounts receivable, net - end of the period | [1] | 223 | 676 |
Deferred revenues - beginning of the year | [1] | 29,501 | 37,146 |
Deferred revenues - end of the period | [1] | $ 27,685 | $ 29,501 |
[1] Excludes grants receivable which are outside the scope of ASU 2014-09. |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Dec. 17, 2021 | Jan. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Royalties, license and other revenues | [1] | $ 310,000 | $ 354,000 | $ 567,000 | $ 619,000 | |||
Accounting Standards Update 2014-09 [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Remaining performance obligations | 31,600,000 | 31,600,000 | ||||||
Expected convertion to revenue by 2026 | 31,600,000 | 31,600,000 | ||||||
Contract Liabilities [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Royalties, license and other revenues | 30,000 | $ 87,000 | ||||||
Roche Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Upfront payment | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | |||||
Roche Agreement [Member] | Upfront license fees [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Upfront payment | $ 50,000,000 | 50,000,000 | ||||||
Collaborative Arrangement [Member] | Accounting Standards Update 2014-09 [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Deferred revenues | $ 27,700,000 | $ 27,700,000 | ||||||
[1] Included within royalties, license and other revenues recognized for the six months ended June 30, 2024 and 2023, was $ 30,000 and $ 87,000 , respectively, that was included within deferred revenues as contract liabilities as of January 1, 2024 and 2023, respectively. |
Marketable Securities - Schedul
Marketable Securities - Schedule Of Fair Value Of Marketable Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | |
Marketable Securities [Line Items] | ||||
Included within cash and cash equivalents | $ 29,622 | $ 35,442 | $ 33,886 | |
Marketable Debt Securities [Member] | ||||
Marketable Securities [Line Items] | ||||
Included within cash and cash equivalents | [1] | 5,031 | 8,856 | |
Included within marketable securities | 8,857 | |||
Marketable Equity Securities [Member] | ||||
Marketable Securities [Line Items] | ||||
Included within marketable securities | $ 17 | $ 50 | ||
[1] Cash equivalents have an original maturity of three months or less when purchased. |
Marketable Securities - Summary
Marketable Securities - Summary of Available for Sale Debt Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Cash and Cash Equivalents [Line Items] | ||
Amortized cost | $ 13,894 | $ 8,855 |
Unrealized gains | 1 | |
Unrealized losses | (6) | |
Fair value | 13,888 | 8,856 |
US Treasury Securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized cost | 13,894 | 8,855 |
Unrealized gains | 1 | |
Unrealized losses | (6) | |
Fair value | $ 13,888 | $ 8,856 |
Marketable Debt Securities - Sc
Marketable Debt Securities - Schedule of Amortized cost And Estimated fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Cash and Cash Equivalents [Abstract] | ||
Amortized cost, In one year or less | $ 13,894 | |
Amortized cost, Total available-for-sale debt securities | 13,894 | $ 8,855 |
Estimated fair value, In one year or less | 13,888 | |
Estimated fair value, Total available-for-sale debt securities | $ 13,888 | $ 8,856 |
Marketable Securities - Sched_2
Marketable Securities - Schedule Of Marketable Equity Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | ||||
(Loss) gain on marketable equity securities, net | $ (10) | $ (150) | $ (15) | $ (110) |
Less: Loss recognized in earnings on marketable equity securities sold | 4 | 0 | 4 | 0 |
Unrealized (loss) gain recognized on marketable equity securities held at end of period, net | $ (6) | $ (150) | $ (11) | $ (110) |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation and amortization | $ (4,036) | $ (3,880) |
Property and equipment, net | 2,018 | 2,245 |
Equipment Furniture And Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,628 | 3,614 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,232 | 2,313 |
Right-of-use assets - Finance Lease [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 194 | $ 198 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 142,000 | $ 138,000 | $ 295,000 | $ 276,000 |
Amortization expense for right-of-use finance lease assets | $ 14,000 | $ 13,000 | $ 28,000 | $ 23,000 |
Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life of asset | 10 years | 10 years | ||
Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life of asset | 3 years | 3 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Schedule of Goodwill and Intangible Assets Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | [1] | $ 10,672 | $ 10,672 |
Total intangible assets | 66,143 | 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 | 31,700 |
IPR&D - VAC2 [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | [3] | 14,840 | 14,840 |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets subject to amortization | 18,953 | 18,953 | |
Royalty Contracts [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets subject to amortization | [4] | $ 650 | $ 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 (Commitments and Contingencies) for further discussion on the Asterias Merger. To date, we have not recognized any goodwill impairment. The acquired patents and acquired royalty contracts were fully amortized as of the end of the first quarter of 2024. 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. 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 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule of Goodwill and Intangible Assets Net (Details) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | |
IPR&D - VAC2 [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Fair value of intangible assets | [1] | $ 14,840 | $ 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] 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. |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 0 | $ 32,000 | $ 22,000 | $ 65,000 |
Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful life | 5 years | 5 years | ||
Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful life | 10 years | 10 years |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 2,388 | $ 2,050 |
Accrued compensation | 2,216 | 3,123 |
Accrued liabilities | 414 | 1,097 |
Total | $ 5,018 | $ 6,270 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | $ 31,758 | $ 29,935 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 31,758 | 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 | 17,853 | 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 | 17,853 | 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 | 8,857 | 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 | 8,857 | 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 Debt Securities [Member] | Cash and Cash Equivalents [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 5,031 | |
Marketable Debt Securities [Member] | Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 5,031 | |
Marketable Debt Securities [Member] | Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | ||
Marketable Debt Securities [Member] | Cash and Cash Equivalents [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 | 17 | 50 |
Marketable Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 17 | 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 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 54 Months Ended | |
Feb. 06, 2024 | Jul. 31, 2023 | |
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 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||||
Feb. 06, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | May 14, 2024 | Feb. 29, 2024 | 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 | 2,000,000 | ||||||||
Preferred stock, no par value | $ 0 | $ 0 | $ 0 | ||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||
Common stock, shares authorized | 450,000,000 | 450,000,000 | 450,000,000 | 450,000,000 | 250,000,000 | ||||||
Common stock, no par value | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Common stock, shares issued | 188,823,975 | 188,823,975 | 174,986,671 | ||||||||
Common stock, shares outstanding | 188,823,975 | 188,823,975 | 174,986,671 | ||||||||
Net proceeds from issuance of common stock | $ 14,070 | $ 5,789 | |||||||||
Equity securities available for sale | $ 39,970 | $ 39,970 | |||||||||
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 | ||||||||||
Weighted average price per share issuance of common stock | $ 1.23 | ||||||||||
Gross proceeds from issuance of common stock | $ 37,000 | ||||||||||
ATM Sales Agreement [Member] | B. Riley Securities, Inc. [Member] | |||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||
Percentage of commission payable | 3% | ||||||||||
ATM Sales Agreement [Member] | Parent Company [Member] | |||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||
Net proceeds | $ 40,000 | $ 39,970 | |||||||||
Sale of stock | 25,830 | 0 | |||||||||
Equity securities available for sale | $ 39,970 | $ 39,970 | |||||||||
Weighted average price per share issuance of common stock | $ 1.3 | ||||||||||
Gross proceeds from issuance of common stock | $ 33,000 |
Stock-Based Awards - Schedule o
Stock-Based Awards - Schedule of Share-based Compensation Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Grant Date Fair Value Per Share, Beginning balance | $ / shares | $ 1.11 | |
Weighted Average Grant Date Fair Value Per Share, RSUs forfeited | $ / shares | 0.21 | |
Weighted Average Grant Date Fair Value Per Share, RSUs Vested | $ / shares | 1.50 | |
Weighted Average Grant Date Fair Value Per Share, Ending balance | $ / shares | $ 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 | shares | 10,824 | |
Number of RSUs Outstanding, Beginning balance | shares | 668 | |
Weighted Average Exercise Price of Options Outstanding, Beginning balance | $ / shares | $ 1.42 | |
Number of Options Outstanding, Options granted | shares | 6,028 | |
Weighted Average Exercise Price of Options Outstanding, Options granted | $ / shares | $ 1.12 | |
Number of Options Outstanding, Options exercised | shares | (20) | |
Weighted Average Exercise Price of Options, Options exercised | $ / shares | $ 1.4 | |
Number of Options Outstanding, Options forfeited | shares | (542) | |
Weighted Average Exercise Price of Options Outstanding, Options expired/forfeited/cancelled | $ / shares | $ 1.37 | |
Number of RSUs Outstanding, RSUs forfeited | shares | (100) | |
Number of RSUs Outstanding, RSUs vested | shares | (67) | |
Number of Options Outstanding, Ending balance | shares | 16,290 | 10,824 |
Number of RSUs Outstanding, Ending balance | shares | 501 | 668 |
Weighted Average Exercise Price of Options Outstanding, Ending balance | $ / shares | $ 1.31 | $ 1.42 |
Number of Options exercisable | shares | 4,528 | |
Number of Options Exercisable and Expected to Vest | shares | 16,290 | |
Weighted Average Exercise Price of Options exercisable | $ / shares | $ 1.42 | |
Weighted Average Exercise Price of Options exercisable and expected to vest | $ / shares | $ 1.31 | |
Weighted Average Remaining Contractual Team (Years),Options Outstanding | 8 years 7 months 24 days | 8 years 7 months 17 days |
Weighted Average Remaining Contractual Team (Years),Options exercisable | 7 years 8 months 12 days | |
Weighted Average Remaining Contractual Team (Years), Options exercisable and expected to vest | 8 years 7 months 24 days | |
Aggregate Intrinsic Value, Options Outstanding | $ | $ 26 | $ 4 |
Aggregate Intrinsic Value, Options exercisable and expected to vest | $ | $ 26 | |
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 | shares | 10,839 | |
Weighted Average Exercise Price of Options Outstanding, Beginning balance | $ / shares | $ 1.83 | |
Number of Options Outstanding, Options exercised | shares | (254) | |
Weighted Average Exercise Price of Options, Options exercised | $ / shares | $ 0.75 | |
Number of Options Outstanding, Options forfeited | shares | (496) | |
Weighted Average Exercise Price of Options Outstanding, Options expired/forfeited/cancelled | $ / shares | $ 2.15 | |
Number of Options Outstanding, Ending balance | shares | 10,089 | 10,839 |
Weighted Average Exercise Price of Options Outstanding, Ending balance | $ / shares | $ 1.84 | $ 1.83 |
Number of Options exercisable | shares | 9,415 | |
Weighted Average Exercise Price of Options exercisable | $ / shares | $ 1.8 |
Stock-Based Awards - Schedule_2
Stock-Based Awards - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 1,269 | $ 1,280 | $ 2,432 | $ 2,311 |
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 160 | 264 | 304 | 469 |
General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 1,109 | $ 1,016 | $ 2,128 | $ 1,842 |
Stock-Based Awards - Schedule_3
Stock-Based Awards - Schedule Of Computation Of Diluted Net Loss Per Common Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Payment Arrangement, Option [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Antidilutive securities, shares | 26,378 | 22,846 | 26,378 | 22,846 |
Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Antidilutive securities, shares | 501 | 759 | 501 | 759 |
Stock-Based Awards - Additional
Stock-Based Awards - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended |
Sep. 30, 2023 | Jun. 30, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
unrecognized compensation costs | $ 10.5 | |
Weighted average period for recognition | 2 years 10 months 24 days | |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted average period for recognition | 1 year 7 months 6 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 | 22,238,337 | |
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 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |||
GILTI income | $ 0 | $ 0 | |
Deferred tax benefit | $ 0 | $ 1,803 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash flows from operating leases | $ 607 | $ 538 |
Operating cash flows from finance leases | 4 | 5 |
Financing cash flows from finance leases | 27 | 29 |
Operating leases | 597 | 0 |
Finance leases | $ 0 | $ 79 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Lessee, Lease, Description [Line Items] | ||
Right-of-use assets, net | $ 2,584 | $ 2,522 |
Right-of-use lease liabilities, current | 1,069 | 830 |
Right-of-use lease liabilities, noncurrent | 1,768 | 1,979 |
Total operating lease liabilities | 2,837 | 2,809 |
Finance leases, Right-of-use lease liabilities, current | 46 | 52 |
Finance leases, Right-of-use lease liabilities, noncurrent | 68 | 91 |
Total finance lease liabilities | $ 114 | $ 143 |
Weighted average remaining lease term | 2 years 10 months 24 days | 3 years 6 months |
Weighted average remaining lease term | 2 years 8 months 12 days | 3 years |
Weighted average discount rate | 6.30% | 6.50% |
Weighted average discount rate | 7.10% | 6.90% |
Operating Lease [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Right-of-use assets, net | $ 2,584 | $ 2,522 |
Finance leases [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Finance leases, Right-of-use assets | 194 | 198 |
Finance leases, Accumulated amortization | (93) | (67) |
Finance leases, Right-of-use assets, net | $ 101 | $ 131 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Lease Commitments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
Total | $ 2,837 | $ 2,809 |
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
Total | 114 | $ 143 |
Operating Lease [Member] | ||
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
2024 | 579 | |
2025 | 1,156 | |
2026 | 724 | |
2027 | 671 | |
Total lease payments | 3,130 | |
Less imputed interest | (293) | |
Total | 2,837 | |
Financing Leases [Member] | ||
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
2024 | 28 | |
2025 | 51 | |
2026 | 26 | |
2027 | 20 | |
Total lease payments | 125 | |
Less imputed interest | (11) | |
Total | $ 114 |
Commitments and Contingencies_4
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 24 Months Ended | ||||||||||||||||
Dec. 17, 2021 USD ($) | Feb. 29, 2024 | Feb. 28, 2023 USD ($) | Sep. 30, 2022 ft² | Jan. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 30, 2021 USD ($) | Aug. 31, 2021 USD ($) | Apr. 30, 2021 USD ($) | May 31, 2020 USD ($) | May 31, 2020 GBP (£) | May 31, 2019 USD ($) ft² | Jun. 30, 2024 USD ($) ft² m² | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2024 USD ($) ft² m² | Jun. 30, 2024 ILS (₪) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 17, 2017 | |
Loss Contingencies [Line Items] | ||||||||||||||||||||
Operating lease expense | $ 2,837,000 | $ 2,837,000 | $ 2,809,000 | |||||||||||||||||
Operating lease expense | 300,000 | $ 300,000 | 600,000 | $ 600,000 | ||||||||||||||||
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 | $ 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% | 50% | ||||||||||||||||||
Royalty payment percentage | 50% | |||||||||||||||||||
Aggregate cap amount | $ 94,300,000 | $ 94,300,000 | ||||||||||||||||||
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 | $ 1,600,000 | £ 1,250,000 | ||||||||||||||||||
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 | 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 | 23,000 | ||||||||||||||||||
Rent for remaining twelve months | 23,500 | $ 23,500 | ||||||||||||||||||
Sublease agreement option to extend | In February 2024, Lineage extended the term of the sublease for 24 months through March 31, 2026 on similar terms. | In February 2024, Lineage extended the term of 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 | $ 22,500 | ||||||||||||||||||
Cell Cure Leases [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Rentable area | ft² | 22,600 | 22,600 | ||||||||||||||||||
Lease expiration date | Dec. 31, 2027 | Dec. 31, 2027 | ||||||||||||||||||
Land subject to ground leases | m² | 2,096 | 2,096 | ||||||||||||||||||
Lessee operating lease renewal term description | options to extend the lease term for five years | options to extend the lease term for five years | ||||||||||||||||||
Base rent and construction allowance per month | $ 44,000 | ₪ 165,000 | ||||||||||||||||||
Deposit assets | $ 448,000 | $ 448,000 |