Cover
Cover - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 04, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2021 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2021 | |||
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 stock | |||
Trading Symbol | LCTX | |||
Security Exchange Name | NYSE | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 356.8 | |||
Entity Common Stock, Shares Outstanding | 169,709,292 | |||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement relating to its 2022 annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. | |||
ICFR Auditor Attestation Flag | false | |||
Auditor Name | WithumSmith+Brown, PC | OUM & CO. LLP | ||
Auditor Location | San Francisco, California | San Francisco, California | ||
Auditor Firm ID | 100 | 252 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 55,742 | $ 32,585 | |
Marketable equity securities | 2,616 | 8,977 | |
Accounts and grants receivable, net (Note 3) | 50,840 | 4 | |
Prepaid expenses and other current assets | 2,351 | 2,433 | |
Total current assets | 111,549 | 43,999 | |
NONCURRENT ASSETS | |||
Property and equipment, net (Notes 6 and 14) | 4,872 | 5,630 | |
Deposits and other long-term assets | 630 | 616 | |
Goodwill | [1] | 10,672 | 10,672 |
Intangible assets, net | 46,822 | 47,032 | |
TOTAL ASSETS | 174,545 | 107,949 | |
CURRENT LIABILITIES | |||
Accounts payable and accrued liabilities | 27,969 | 6,813 | |
Lease liabilities, current portion (Note 14) | 801 | 746 | |
Financing lease, current portion (Note 14) | 30 | 16 | |
Deferred revenues (Note 3) | 18,119 | 193 | |
Liability classified warrants, current portion | 197 | 1 | |
Total current liabilities | 47,116 | 7,769 | |
LONG-TERM LIABILITIES | |||
Deferred tax liability | 2,076 | 2,076 | |
Deferred revenues, net of current portion (Note 3) | 32,454 | ||
Lease liability, net of current portion (Note 14) | 1,941 | 2,514 | |
Financing lease, net of current portion | 30 | 26 | |
Liability classified warrants and other long-term liabilities | 30 | 437 | |
TOTAL LIABILITIES | 83,647 | 12,822 | |
SHAREHOLDERS’ EQUITY | |||
Preferred shares, no par value, authorized 2,000 shares; none issued and outstanding as of December 31, 2021 and 2020, respectively | |||
Common shares, no par value, authorized 250,000 shares; 169,477 and 153,096 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 434,529 | 393,944 | |
Accumulated other comprehensive loss | (5,211) | (3,667) | |
Accumulated deficit | (337,097) | (294,078) | |
Lineage Cell Therapeutics, Inc. shareholders’ equity | 92,221 | 96,199 | |
Noncontrolling (deficit) | (1,323) | (1,072) | |
Total shareholders’ equity | 90,898 | 95,127 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 174,545 | $ 107,949 | |
[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. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares $ / shares in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, no par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, no par value | $ 0 | $ 0 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 169,477,347 | 153,095,883 |
Common stock, shares outstanding | 169,477,347 | 153,095,883 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUES: | ||
Royalties | $ 2,776 | $ 773 |
Collaboration revenues | 1,120 | |
Grant revenues | 445 | 1,053 |
Total revenues | 4,341 | 1,826 |
Cost of sales | (1,426) | (385) |
Gross profit | 2,915 | 1,441 |
OPERATING EXPENSES: | ||
Research and development | 33,914 | 12,317 |
General and administrative | 18,212 | 15,571 |
Total operating expenses | 52,126 | 27,888 |
Loss from operations | (49,211) | (26,447) |
OTHER INCOME, NET: | ||
Interest income, net | 2 | 1,039 |
Gain on sale of marketable securities | 6,024 | 4,560 |
Unrealized loss on marketable equity securities | (2,299) | (3,782) |
Gain on extinguishment of debt | 523 | |
Unrealized gain (loss) on warrant liability | 205 | (174) |
Other income, net | 1,486 | 2,880 |
Total other income, net | 5,941 | 4,523 |
LOSS BEFORE INCOME TAXES | (43,270) | (21,924) |
Income tax benefit | 1,239 | |
NET LOSS | (43,270) | (20,685) |
Net loss attributable to noncontrolling interest | 251 | 36 |
NET LOSS ATTRIBUTABLE TO LINEAGE | $ (43,019) | $ (20,649) |
NET LOSS PER COMMON SHARE: | ||
BASIC AND DILUTED | $ (0.26) | $ (0.14) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: | ||
BASIC AND DILUTED | 164,502 | 150,044 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
NET LOSS | $ (43,270) | $ (20,685) |
Other comprehensive loss, net of tax: | ||
Foreign currency translation adjustments, net of tax | (1,544) | (2,986) |
COMPREHENSIVE LOSS | (44,814) | (23,671) |
Less: comprehensive loss attributable to noncontrolling interest | 251 | 36 |
COMPREHENSIVE LOSS ATTRIBUTABLE TO LINEAGE COMMON SHAREHOLDERS | $ (44,563) | $ (23,635) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 387,062 | $ (273,422) | $ (1,712) | $ (681) | $ 111,247 | |
Balance, shares at Dec. 31, 2019 | 149,804 | |||||
Shares issued through ATM | $ 5,404 | 5,404 | ||||
Shares issued through ATM, shares | 3,095 | |||||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes | $ (27) | (27) | ||||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes, shares | 47 | |||||
Shares issued for services | $ 119 | 119 | ||||
Shares issued for services, shares | 150 | |||||
Stock-based compensation | $ 2,227 | 2,227 | ||||
Financing related fees | (209) | (209) | ||||
Dissolution of BioTime Asia | (676) | (7) | 676 | (7) | ||
Hadasit non-cash warrant exercise | 44 | 44 | ||||
Foreign currency translation gain (loss) | (2,986) | (2,986) | ||||
NET LOSS | (20,649) | (36) | (20,685) | |||
Ending balance, value at Dec. 31, 2020 | $ 393,944 | (294,078) | (1,072) | (3,667) | 95,127 | |
Balance, shares at Dec. 31, 2020 | 153,096,000 | |||||
Shares issued through ATM | $ 29,817 | 29,817 | ||||
Shares issued through ATM, shares | 11,923 | |||||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes | $ (54) | (54) | ||||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes, shares | 40 | |||||
Shares issued for services | $ 202 | 202 | ||||
Shares issued for services, shares | 78 | |||||
Stock-based compensation | $ 3,519 | 3,519 | ||||
Shares issued upon exercise of stock options | $ 7,429 | 7,429 | ||||
Shares issued upon exercise of stock options, shares | 4,320 | |||||
Financing related fees | $ (330) | (330) | ||||
Shares issued upon exercise of stock options | $ 2 | 2 | ||||
Shares issued upon exercise of stock options, shares | 20 | |||||
Foreign currency translation gain (loss) | (1,544) | (1,544) | ||||
NET LOSS | (43,019) | (251) | (43,270) | |||
Ending balance, value at Dec. 31, 2021 | $ 434,529 | $ (337,097) | $ (1,323) | $ (5,211) | $ 90,898 | |
Balance, shares at Dec. 31, 2021 | 169,477,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss attributable to Lineage | $ (43,019) | $ (20,649) |
Net loss attributable to noncontrolling interest | (251) | (36) |
Adjustments to reconcile net loss attributable to Lineage to net cash used in operating activities: | ||
Gain on sale of marketable equity securities | (6,024) | (4,560) |
Unrealized loss on marketable equity securities | 2,299 | 3,782 |
Deferred tax benefit | (1,239) | |
Depreciation expense, including amortization of leasehold improvements | 663 | 823 |
Amortization of right-of-use assets | 14 | 72 |
Amortization of intangible assets | 210 | 1,216 |
Stock-based compensation | 3,519 | 2,227 |
Common stock issued for services | 202 | 119 |
Change in unrealized (gain) loss on warrant liability | (205) | 174 |
Write-off of security deposit | 150 | |
Amortization of deferred license fee | (200) | |
Foreign currency remeasurement and other (gain) | (1,566) | (2,957) |
Loss (gain) on sale of assets | 24 | (20) |
Realized loss on warrant exercise | 44 | |
Gain on extinguishment of debt | (523) | |
Changes in operating assets and liabilities: | ||
Accounts and grants receivable | (857) | 287 |
Accrued interest receivable | (1,008) | |
Receivables from affiliates, net of payables | 7 | |
Prepaid expenses and other current assets | (72) | 1,575 |
Accounts payable and accrued liabilities | 21,645 | 308 |
Deferred revenue and other liabilities | 380 | 132 |
Net cash used in operating activities | (23,561) | (19,753) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of OncoCyte common shares | 10,064 | 10,941 |
Proceeds from the sale of AgeX common shares | 1,290 | |
Proceeds from the sale of HBL common shares | 21 | 830 |
Purchase of property and equipment | (354) | (64) |
Proceeds from sale of assets | 14 | 23 |
Security deposit paid and other | 18 | |
Net cash provided by investing activities | 9,745 | 13,038 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from employee options exercised | 7,240 | |
Proceeds from payment of Juvenescence promissory note | 24,624 | |
Common shares received and retired for employee taxes paid | (54) | (27) |
Proceeds from sale of common shares | 30,865 | 5,127 |
Payments for offering costs | (1,101) | (356) |
Repayment of financing lease liabilities | (20) | (26) |
Proceeds from Paycheck Protection Program (“PPP”) Loan (Note 8) | 523 | |
Net cash provided by financing activities | 36,930 | 29,865 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (20) | (63) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 23,094 | 23,087 |
At beginning of year | 33,183 | 10,096 |
At end of year | 56,277 | 33,183 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during year for interest | 13 | 20 |
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Receivable from sale of common shares in at the market offering | 147 | 269 |
Receivable from exercise of stock options | $ 189 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Liquidity | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Basis of Presentation and Liquidity | 1. Organization, Basis of Presentation and Liquidity Lineage Cell Therapeutics, Inc. (“Lineage,” “we,” “us,” or “our”) is a clinical-stage biotechnology company developing novel cell therapies to address unmet medical needs. Our programs are based on our proprietary cell-based technology and associated development and manufacturing capabilities. From this platform, we design, develop, and manufacture specialized human cells with anatomical and physiological functions which are similar or identical to cells found naturally in the human body. These cells which we manufacture are created by developmental differentiation protocols applied to established and well-characterized, pluripotent, and self-renewing cell lines. These functional cells are transplanted into patients to either replace or support cells that are dysfunctional or absent due to degenerative disease or traumatic injury, or are administered as a means of helping the body mount a more robust and effective immune response to cancer or infectious diseases. Our strategy is to efficiently leverage our technology platform and manufacturing capabilities to develop and advance our programs internally or in conjunction with strategic partners to further enhance their value. As one example, on December 17, 2021, we entered into a Collaboration and License Agreement with F. Hoffmann-La Roche Ltd and Genentech, Inc., a member of the Roche Group (collectively, “Roche”), wherein Lineage granted to Roche exclusive worldwide rights to develop and commercialize retinal pigment epithelium cell therapies, including its proprietary cell therapy known as OpRegen®, for the treatment of ocular disorders, including advanced dry age-related macular degeneration with geographic atrophy. Roche has paid Lineage a $ 50.0 620.0 Currently, Lineage is working with Roche in support of the dry age-related macular degeneration (OpRegen) program and is clinically testing therapies to treat spinal cord injuries and non-small cell lung cancer, as well as conducting research and preclinical development activities intended to advance our pipeline into other therapeutic indications and target tissues or organs. Product Candidates & Other Programs We have several allogeneic, or “off-the-shelf,” cell therapy programs in development: ● OpRegen ® ● OPC1 ● VAC ● Other. have other product candidates in preclinical development covering a range of therapeutic areas and target tissues or organs. Generally, these candidates are based on the same pluripotent platform technology and employ a similar guided cell differentiation and transplant approach as our current clinical-stage products. In addition to seeking to create value for shareholders by developing product candidates and other technologies through our clinical development programs, we also seek to create value from our technologies through partnering and strategic transactions. We founded two companies that later became publicly traded companies: OncoCyte Corporation (“OncoCyte”) and AgeX Therapeutics, Inc. (“AgeX”). We continue to hold common stock in OncoCyte as of December 31, 2021. During the year ended December 31, 2021, we received approximately $ 10.1 24.6 Asterias Merger On November 7, 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 (the “Merger Agreement”) whereby Lineage agreed to acquire all of the outstanding common stock of Asterias in a stock-for-stock transaction (the “Asterias Merger”). On March 7, 2019, the shareholders of each of Lineage and Asterias approved the Merger Agreement. Prior to the Asterias Merger, Lineage owned approximately 38 On March 8, 2019, the Asterias Merger closed with Asterias surviving as a wholly owned subsidiary of Lineage. The former stockholders of Asterias (other than Lineage) received 0.71 24,695,898 58,085 32.4 52.6 The Asterias Merger was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations Use of estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period with consideration given to materiality. Significant estimates and assumptions which are subject to significant judgment include those related to going concern assessment of consolidated financial statements, useful lives associated with long-lived assets, including evaluation of asset impairment, allowances for uncollectible accounts receivables, loss contingencies, deferred income taxes and tax reserves, including valuation allowances related to deferred income taxes, and assumptions used to value stock-based awards, debt or other equity instruments. Actual results could differ materially from those estimates. Principles of consolidation Lineage’s consolidated financial statements include the accounts of its subsidiaries. The following table reflects Lineage’s ownership, directly or through one or more subsidiaries, of the outstanding shares of its operating subsidiaries as of December 31, 2021. Schedule of Lineage’s Ownership of Outstanding Shares of its Subsidiaries Subsidiary Field of Business Lineage Ownership Country Asterias BioTherapeutics, Inc. (1) Cell based therapeutics to treat neurological conditions and cancer 100 % USA Cell Cure Neurosciences Ltd (“Cell Cure”) Manufacturing of Lineage’s cell replacement platform technology 99 % (2) Israel ES Cell International Pte. Ltd. (“ESI”) (3) Research and clinical grade cell lines 100 % Singapore OrthoCyte Corporation (“OrthoCyte”) Research in orthopedic diseases and injuries 99.8 % USA (1) Asterias was acquired by Lineage in March 2019. (2) Includes shares owned by Lineage and ESI. (3) The operating activities and fields of business listed under these subsidiaries are conducted primarily by Lineage as the parent company. All material intercompany accounts and transactions have been eliminated in consolidation. As of December 31, 2021, Lineage consolidated its direct and indirect wholly owned or majority-owned subsidiaries because Lineage has the ability to control their operating and financial decisions and policies through its ownership, and the noncontrolling interest is reflected as a separate element of shareholders’ equity on Lineage’s consolidated balance sheets. Liquidity Lineage has incurred significant operating losses and in recent years has funded its operations primarily through sale of common stock of AgeX and OncoCyte, both former subsidiaries, sale of common stock of Hadasit Bio-Holdings Ltd (“HBL”), receipt of research grants, royalties from product sales, license revenues, sales of research products and issuance of equity securities. On May 1, 2020, Lineage entered into a Controlled Equity Offering SM 25.0 On March 5, 2021, Lineage filed a prospectus supplement with the SEC in connection with the offer and sale of an additional $ 25.0 50.0 14.1 64.1 64.1 (File No. 333-237975), as filed with the SEC on May 1, 2020 and declared effective on May 8, 2020 (the “May 2020 Registration Statement”), and Lineage’s effective shelf registration statement on Form S-3 (File No. 333-254167), which was filed with the SEC on March 5, 2021 and declared effective on March 19, 2021. As of December 31, 2021, under the Sales Agreement, Lineage had issued 14,908,735 2.41 35.9 108,200 2.55 0.3 0.2 63.9 As of December 31, 2021, Lineage had an accumulated deficit of approximately $ 337.1 64.4 90.9 58.4 In January 2022, Lineage received a $ 50.0 12.1 8.9 Lineage’s projected cash flows are subject to various risks and uncertainties, and the unavailability or inadequacy of financing to meet future capital needs could force Lineage to modify, curtail, delay, or suspend some or all aspects of its planned operations. Lineage’s determination as to when it will seek new financing and the amount of financing that it will need will be based on Lineage’s evaluation of the progress it makes in its research and development programs, any changes to the scope and focus of those programs, any changes in grant funding for certain of those programs, and projection of future costs, revenues, and rates of expenditure. Lineage’s ability to raise additional funds may be adversely impacted by deteriorating global economic conditions and the disruptions to and volatility in the credit and financial markets in the United States and worldwide resulting from the ongoing COVID-19 pandemic. Lineage may be required to delay, postpone, or cancel clinical trials or limit the number of clinical trial sites, unless it is able to obtain adequate financing. Lineage cannot assure that adequate financing will be available on favorable terms, if at all. Sales of additional equity securities by Lineage or its subsidiaries and affiliates could result in the dilution of the interests of current shareholders. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Marketable equity securities - Lineage accounts for the shares it holds in OncoCyte and HBL as marketable equity securities in accordance with ASC 320-10-25, Investments – Debt and Equity Securities Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, OncoCyte shares have readily determinable fair values quoted on the NYSE American under trading symbol “OCX”. The HBL shares have a readily determinable fair value quoted on the Tel Aviv Stock Exchange (“TASE”) under the trading symbol “HDST” where share prices are denominated in New Israeli Shekels (NIS). Revenue recognition , Revenues from Contracts with Customers (Topic 606) In applying the provisions of ASU 2014-09, Lineage has determined that government grants are out of the scope of ASU 2014-09 because the government entities do not meet the definition of a “customer,” as defined by ASU 2014-09, as there is not considered to be a transfer of control of goods or services to the government entities funding the grant. In the absence of applicable guidance under U.S. GAAP, the Company’s policy is to recognize grant revenue when the related costs are incurred and the right to payment is realized. Costs incurred are recorded in research and development and general and administrative expenses on the accompanying statements of operations . Royalties from product sales and license fees - For agreements that include sales-based royalties, including commercial milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, Lineage recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Lineage estimates and recognizes royalty revenues based on all available information, including estimates provided by the customer or licensee from which Lineage obtains such estimates directly for each reporting period. Actual revenues ultimately received may differ from those estimates recorded and are adjusted in the period when information to actuals is available to Lineage. Collaborative agreements - On April 16, 2021, Lineage entered a worldwide license and collaboration agreement with ITI for the development and commercialization of the VAC platform. Under the terms of this agreement, Lineage is entitled to upfront licensing fees totaling $ 2.0 million paid over the first year, and up to $ 67.0 million in development and commercial milestones across multiple indications. Lineage will also be eligible to receive royalties up to 10 % on net sales of future products. On December 17, 2021, we entered into an exclusive worldwide collaboration and license agreement with Roche, for the development and commercialization of OpRegen. Roche paid a $ 50.0 million upfront payment and we are eligible to receive up to $ 620.0 million in additional development, approval, and sales milestone payments, in addition to tiered double-digit royalties. We review collaborative agreements to determine if the accounting treatment falls under Accounting Standards Codification, Topic 606 , Revenue from Contracts with Customers , Topic 808, Collaborative Arrangements The terms of our collaborative agreements typically include one or more of the following: (i) upfront fees; (ii) milestone payments related to achievement of development or commercial goals; (iii) royalties on net sales of licensed products; and (iv) reimbursement of cost-sharing of research and development (“R&D”) expenses. Each of these payments eventually result in collaboration revenues. When a portion of non-refundable upfront fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as deferred revenue and recognized as collaboration revenue when (or as) the underlying performance obligation is satisfied. To identify the performance obligations within the collaboration agreements, we first identify all the promises in the contract (i.e. explicit and implicit), which may include a customer option to acquire additional goods or services for free or at a discount. We exclude any immaterial promises from the assessment of identifying performance obligations. When an option is identified as providing a customer with a material right, the option is identified as a performance obligation. A portion of the transaction price is then allocated to the option and recognized when (or as) the future goods or services related to the option are provided, or when the option expires. As part of the accounting treatment for these agreements, we must develop estimates and assumptions that require judgement to determine the underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated among the performance obligations. The following items are estimated in the calculation of the stand-alone selling price: forecasted revenues and development costs, development timelines, discount rates and probabilities of technical and regulatory success. We evaluate each performance obligation to determine if they can be satisfied at a point in time or over time, and we measure the services delivered to our collaboration partners each reporting period, which is based on the progress of the related program. If necessary, we adjust the measure of performance and related revenue recognition. Any such adjustments are recorded on a cumulative catch-up basis which would affect revenue and net income (loss) in the period of adjustment. In addition, variable consideration (e.g., milestone payments) must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. Upfront fees - Milestone payments - Royalties - Reimbursement, cost-sharing payments - As of December 31, 2021, we recorded $ 49.7 million and $ 0.8 million of deferred revenue on the consolidated balance sheet, related to the Roche and ITI collaboration agreements. For the year ended December 31, 2021, we recognized $ 0.3 million and $ 0.8 million of revenue on the statement of operations, related to the Roche and ITI collaboration agreements, respectively. 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 unvested restricted stock or restricted stock units, subject to repurchase by Lineage, if any, during the period. Diluted earnings per share is calculated by dividing the net income or loss attributable to Lineage common shareholders by the weighted average number of common shares outstanding, adjusted for the effects of potentially dilutive common shares issuable under outstanding stock options and warrants, using the treasury-stock method, convertible preferred stock, if any, using the if-converted method, and treasury stock held by subsidiaries, if any. For the years ended December 31, 2021 and 2020, respectively, Lineage reported a net loss attributable to common shareholders, and therefore, all potentially dilutive common shares were considered antidilutive for those periods. The following common share equivalents were excluded from the computation of diluted net income (loss) per common share for the periods presented because including them would have been antidilutive (in thousands): Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Years Ended December 31, 2021 2020 Stock options 14,883 16,215 Lineage Warrants - 1,090 Restricted stock units (1) 31 93 (1) On February 11, 2022, the Board of Directors of Lineage, approved restricted stock unit awards for an aggregate of 694,424 Restricted cash - In accordance with ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheet dates that comprise the total of the same such amounts shown in the consolidated statements of cash flows for all periods presented herein (in thousands): Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash December 31, 2021 December 31, 2020 Cash and cash equivalents $ 55,742 $ 32,585 Restricted cash included in deposits and other long-term assets (see Note 14) 535 520 Restricted cash included in prepaid expenses and other current assets (see Note 14) - 78 Total cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows $ 56,277 $ 33,183 Accounts and grants receivable, net 50,640,000 and $ 4,000 and grants receivable amounted to $ 200,000 and $ 61,000 as of December 31, 2021 and 2020, respectively. Net trade receivables include an allowance for doubtful accounts of approximately $ 74,000 and $ 44,000 as of December 31, 2021 and 2020, respectively, for those amounts deemed uncollectible by Lineage. Lineage establishes an allowance for doubtful accounts based on the evaluation of the collectability of its receivables on a variety of factors, including the length of time receivables are past due, significant events that may impair the customer’s ability to pay, such as a bankruptcy filing or deterioration in the customers operating results or financial position, and historical experience. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. Leases Leases Goodwill and IPR&D Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Intangibles – Goodwill and Other Going concern assessment Cash and cash equivalents 52.3 28.8 Concentrations of credit risk and significant sources of supply Lineage relies on single-source, third-party suppliers for a few key components of our product candidates. If these single-source, third-party suppliers are unable to continue providing a key component, the initiation or progress of any clinical studies of its product candidates may be impeded. Property and equipment, net 3 10 Long-lived intangible assets 5 10 Impairment of long-lived assets Accounting for warrants Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock Transactions with noncontrolling interests of subsidiaries 810-10-45-23, Consolidation Other Presentation Matters, Research and development expenses General and administrative expenses Foreign currency translation adjustments and other comprehensive income or loss 1.5 3.0 Foreign currency transaction gains and losses Foreign Currency Matters. Income taxes Income Taxes On December 22, 2017, the United States enacted major federal tax reform legislation, Public Law No. 115-97, commonly referred to as the 2017 Tax Cuts and Jobs Act (“2017 Tax Act”), which enacted a broad range of changes to the Internal Revenue Code. Beginning in 2018, the 2017 Tax Act subjects a U.S. stockholder to tax on Global Intangible Low Tax Income (“GILTI”) earned by certain foreign subsidiaries. In general, GILTI is the excess of a U.S. shareholder’s total net foreign income over a deemed return on tangible assets. The provision further allows a deduction of 50% of GILTI, however this deduction is limited to the Company’s pre-GILTI U.S. income. For the year ended December 31, 2020, our foreign subsidiaries operated at a loss, as a result there was no income inclusion. For the year ended December 31, 2021, Lineage’s foreign subsidiaries generated income arising from an intercompany transaction. As a result, there was in inclusion of $ 15.0 Current interpretations under ASC 740 state that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense. We have elected to account for GILTI as a current period expense when incurred. On January 1, 2021, Lineage adopted ASU 2019-12, Simplifying the Accounting for Income Taxes Stock-based compensation Compensation – Stock Compensation Although the fair value of employee stock options is determined in accordance with FASB guidance, changes in the assumptions can materially affect the estimated value and therefore the amount of compensation expense recognized in the consolidated financial statements. Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment simplifies the accounting for goodwill impairments by eliminating the requirement to compare the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test referenced in ASC 350, Intangibles - Goodwill and Other Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue Our disaggregated revenues were as follows (in thousands): Schedule of Disaggregated Revenues Year Ended December 31, 2021 2020 Royalties $ 2,776 $ 773 Grant revenues Israel Innovation Authority (“IIA”) $ 445 $ 666 National Institutes of Health (“NIH”) - 387 Total grant revenues 445 1,053 Revenues under collaborative agreements Upfront license fees 452 - Event-based development milestones 123 - Reimbursements, cost-sharing payments 545 - Total revenues under collaborative agreements 1,120 - Total revenue $ 4,341 $ 1,826 During the year ended December 31, 2021 we recognized $ 4.3 1.1 0.1 0.1 Accounts receivable and other receivable, net, and deferred revenues (contract liabilities) from contracts with customers, including collaboration partners, consisted of the following (in thousands): Schedule of Contract With Customer Asset and Liability December 31, 2021 December 31, 2020 (unaudited) Accounts receivable and other receivable, net (1 )(2) $ 50,640 $ 242 Deferred revenues (1) (2) 50,500 - (1) Increase in accounts receivable due to accrual of $ 50.0 (2) Excludes government grants as Lineage has determined government grants are outside the scope of ASU 2014-09 - Revenue from Contracts with Customers (Topic 606). As of December 31, 2021, the amounts in the transaction price of our contracts with customers, including collaboration partners, and allocated good and services not yet provided were $ 52.1 million, of which $ 0.8 million has been collected and is reported as deferred revenues, $ 49.7 million was accrued to deferred revenues, and $ 1.7 million relates to unfulfilled commitments. The unfulfilled commitments are estimated to be delivered by the end of the fourth quarter of 2022. Of the total deferred revenues of $ 50.5 million, approximately $ 18.0 million is expected to be recognized within the next 12 months. The following table presents amounts under our collaboration agreements included in the transaction price (i.e., cumulative amounts triggered or probable) as of December 31, 2021 (in thousands): Schedule of Collaboration Agreements Upfront (1) Development (2) Reimbursements (3) Total Collaboration partner and agreement date: ITI (April 2021) (4) $ 500 $ 500 $ 2,220 $ 3,220 Roche (December 2021) (5) 50,000 - - 50,000 Total amounts under our collaboration agreements included in the transaction price $ 50,500 $ 500 $ 2,220 $ 53,220 (1) Upfront license fees. (2) Event-based development and regulatory milestones amounts. (3) Reimbursements and costs-sharing payments. (4) Regarding the accounting treatment for the collaborative agreement, the license and related development deliverables were determined to be highly interdependent and interrelated and have been combined as one performance obligation. Delivery is determined to be over time and revenue will be recognized utilizing an input method of costs incurred over total estimated costs in the work plan. The regulatory milestones are variable consideration that are fully constrained until the uncertainty of each milestone has been resolved. Sales-based milestones and royalties are variable consideration that will not be included in the transaction price until the related commercialization and sales have occurred. The cost reimbursements are considered variable consideration and are included in the transaction price. Revenues related to the cost reimbursements are presented gross on the consolidated statement of operations instead of a reduction to the costs being reimbursed. We currently estimate the unsatisfied performance obligations within the contract to be completed by December 31, 2022. (5) Regarding the accounting treatment for the collaborative agreement, the license, technology transfer and related clinical deliverables were determined to be highly interdependent and interrelated and have been combined as one performance obligation. Delivery is determined to be over time and revenue will be recognized utilizing an input method of costs incurred over total estimated costs to complete the performance obligation. A material customer option for additional goods and services was included in the transaction price, and $ 12.0 |
Marketable Equity Securities
Marketable Equity Securities | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Equity Securities | 4. Marketable Equity Securities As of December 31, 2021, Lineage owned approximately 1.1 2.4 2.17 3.6 8.7 2.39 For the year ended December 31, 2021, Lineage recorded a realized gain of $ 6.0 2.2 3.1 2.5 All share prices are determined based on the closing price of OncoCyte common stock on the NYSE American on the applicable dates, or the last day of trading of the applicable quarter, if the last day of a quarter fell on a weekend. We account for the shares we hold in HBL as marketable equity securities as of December 31, 2021. These securities were carried at fair market value on our consolidated balance sheets, and the accounting transactions for the year ended December 31, 2021 were not material. For the year ended December 31, 2021, we did not hold any marketable securities related to AgeX. For the year ended December 31, 2020, Lineage recorded realized gains of $ 0.8 million, due to sales of AgeX shares in the period. For the year ended December 31, 2020, we recorded unrealized losses of $ 1.3 million, respectively, due to changes in fair market value of AgeX’s common stock price during the period. |
Sale of Significant Ownership I
Sale of Significant Ownership Interest in AgeX to Juvenescence Limited | 12 Months Ended |
Dec. 31, 2021 | |
Sale Of Significant Ownership Interest In Agex To Juvenescence Limited | |
Sale of Significant Ownership Interest in AgeX to Juvenescence Limited | 5. Sale of Significant Ownership Interest in AgeX to Juvenescence Limited On August 30, 2018, Lineage entered into a Stock Purchase Agreement with Juvenescence and AgeX, pursuant to which Lineage sold 14.4 3.00 43.2 10.8 21.6 10.8 4.3 The Promissory Note bore interest at 7 August 28, 2020 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net At December 31, 2021 and 2020, property and equipment, net were comprised of the following (in thousands): Schedule of Property and Equipment, Net December 31, 2021 2020 Equipment, furniture and fixtures $ 3,472 $ 3,628 Leasehold improvements 2,539 2,472 Right-of-use assets 4,163 3,845 Accumulated depreciation and amortization (5,302 ) (4,315 ) Property and equipment, net $ 4,872 $ 5,630 Property and equipment at December 31, 2021 and December 31, 2020 includes $ 79,000 1.4 Depreciation and amortization expense amounted to $ 663,000 823,000 30,000 9,000 5,000 29,000 During the year ended December 31, 2020, Lineage sold equipment with a net book value of $ 32,000 9,000 156,000 104,000 72,000 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 7. Goodwill and Intangible Assets, Net At December 31, 2021 and 2020, goodwill and intangible assets, net consisted of the following: (in thousands): Schedule of Goodwill and Intangible Assets, Net December 31, 2021 2020 Goodwill (1) $ 10,672 $ 10,672 Intangible assets: Acquired IPR&D – OPC1 (from the Asterias Merger) (2) $ 31,700 $ 31,700 Acquired IPR&D – VAC2 (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) (19,321 ) (19,111 ) Intangible assets, net $ 46,822 $ 47,032 (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. (2) Asterias had two IPR&D intangible assets that were valued at $ 46.5 31.7 14.8 (3) Asterias had royalty cash flows under certain specific patent families that Asterias previously acquired from Geron Corporation (“Geron”). The Geron patents are expected to continue to generate revenue and are not used in the OPC1 or the VAC platform, these patents are considered to be separate long-lived intangible assets under ASC 805. (4) As of December 31, 2021 the acquired patents were fully amortized and the acquired royalty contracts had a remaining unamortized balance of $ 282,000 Lineage amortizes its intangible assets over an estimated period of 5 10 0.2 1.2 Amortization of intangible assets for periods subsequent to December 31, 2021 is as follows (in thousands): Schedule of Intangible Assets Future Amortization Expense Year Ended December 31, Amortization Expense 2022 $ 130 2023 130 2024 22 Total $ 282 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 8. Accounts Payable and Accrued Liabilities At December 31, 2021 and 2020, accounts payable and accrued liabilities consist of the following (in thousands): Schedule of Accounts Payable and Accrued Liabilities 2021 2020 December 31, 2021 2020 Accounts payable $ 3,543 $ 2,611 Accrued compensation 2,162 1,959 Accrued liabilities (1) 22,086 1,711 PPP loan payable - 523 Other current liabilities 178 9 Total $ 27,969 $ 6,813 (1) Includes $ 21.0 . PPP Loan Payable In April 2020, Lineage received a loan for $ 523,000 40 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value (ASC 820-10-50), Fair Value Measurements and Disclosures ● Level 1 – Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Inputs to the valuation methodology are unobservable; that reflect management’s own assumptions about the assumptions market participants would make and significant to the fair value. We measure cash, cash equivalents, marketable securities and our liability classified warrants at fair value on a recurring basis. The fair values of such assets were as follows for December 31, 2021 and 2020 (in thousands): Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis Fair Value Measurements Using Balance at Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Significant (Level 3) Assets: Cash and cash equivalents $ 55,742 $ 55,742 $ - $ - Marketable securities 2,616 2,616 - - Liabilities: Lineage Warrants - - - - Cell Cure Warrants 227 - - 227 Fair Value Measurements Using Balance at Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other (Level 2) Significant Assets: Cash and cash equivalents $ 32,585 $ 32,585 $ - $ - Marketable securities 8,977 8,977 - - Liabilities: Lineage Warrants 1 - - 1 Cell Cure Warrants 437 - - 437 We have not transferred any instruments between the three levels of the fair value hierarchy. In determining fair value, Lineage utilizes a Black-Scholes pricing model that maximizes the use of observable inputs and minimize the use of unobservable inputs to the extent possible, and also considers counterparty credit risk in its assessment of fair value. The significant unobservable inputs used in the fair value measurement of the Company’s Level 3 Cell Cure warrant liabilities are volatility and share value. A significant increase or decrease in these Level 3 inputs could result in a significantly higher or lower fair value measurements. The following table sets forth the establishment of the Company’s Level 3 liabilities, as well as a summary of the changes in the fair value and other adjustments: Schedule of Changes In Fair Value (Dollars in thousands) Cell Cure Warrants Lineage Warrants Total Balance as of December 31, 2020 $ 437 $ 1 $ 438 Change in fair value and other adjustments (210 ) - (210 ) Expiration of warrants - (1 ) (1 ) Balance as of December 31, 2021 $ 227 $ - $ 227 Marketable equity securities include our positions in OncoCyte, and HBL. Both of these securities have readily determinable fair values quoted on the NYSE American or TASE stock exchanges. These securities are measured at fair value and reported as current assets on the consolidated balance sheets based on the closing trading price of the security as of the date being presented. The fair value of Lineage’s assets and liabilities, which qualify as financial instruments under FASB guidance regarding disclosures about fair value of financial instruments, approximate the carrying amounts presented in the accompanying consolidated balance sheets. The carrying amounts of accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities approximate fair values because of the short-term nature of these items. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions Lineage incurred costs of $ 5,050 per month for the use of approximately 900 square feet of office space in New York City, which was made available to Lineage on a month-by-month basis by one of its directors at an amount that approximates his cost (see Note 14). In March 2021 , Lineage terminated without penalty its leasing term related to the New York City office lease. In connection with the putative shareholder class action lawsuits filed in February 2019 and October 2019 challenging the Asterias Merger (see Note 14), Lineage has agreed to pay for the legal defense of Neal Bradsher, director, Broadwood Partners, L.P., a shareholder of Lineage, and Broadwood Capital, Inc., which manages Broadwood Partners, L.P., all of which were named in the lawsuits. Through December 31, 2021, Lineage has incurred a total of $ 593,782 As part of financing transactions in which there were multiple other purchasers, Broadwood Partners, L.P. purchased 623,090 |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Shareholders’ Equity | 11. Shareholders’ Equity Preferred Shares Lineage is authorized to issue 2,000,000 Common Shares At December 31, 2021, Lineage was authorized to issue 250,000,000 169,477,347 153,095,883 During the years ended December 31, 2021 and 2020, Lineage issued 40,000 47,000 At-the-Market (“ATM”) Offering On May 1, 2020, Lineage entered into the Sales Agreement, pursuant to which Lineage may offer and sell, from time to time, through Cantor Fitzgerald, common shares of Lineage (“ATM Shares”) having an aggregate offering price of up to $ 25.0 On March 5, 2021, Lineage filed a prospectus supplement with the SEC in connection with the offer and sale of an additional $ 25.0 50.0 14.1 64.1 May 2020 Registration Statement, and Lineage’s effective shelf registration statement on Form S-3 (File No. 333-254167), which was filed with the SEC on March 5, 2021 and declared effective on March 19, 2021. As of December 31, 2021, under the Sales Agreement, Lineage had issued 14,908,735 2.41 35.9 108,200 2.55 0.3 0.2 63.9 Lineage agreed to pay Cantor Fitzgerald a commission of 3.0 Warrants Lineage (previously Asterias) Warrants – Liability Classified In March 2019, in connection with the closing of the Asterias Merger, Lineage assumed outstanding Asterias Warrants. The total number of common shares of Lineage subject to warrants that were assumed by Lineage in connection with the Asterias Merger was 1,089,900 , which were converted to Lineage Warrants 30 days after the closing of the Asterias Merger, with similar terms and conditions retained under the Lineage Warrants as per the original Warrant Agreements. The Lineage Warrants had an exercise price of $ 6.15 per warrant share and expired on May 13, 2021 . Cell Cure Warrants – Liability Classified Cell Cure has two sets of issued warrants (the “Cell Cure Warrants”). Warrants to purchase 24,566 40.5359 July 2022 13,738 32.02 40.00 11,738 44,000 2,000 40.00 ASC 815 requires freestanding financial instruments, such as warrants, with exercise prices denominated in currencies other than the functional currency of the issuer to be accounted for as liabilities at fair value, with all subsequent changes in fair value after the issuance date to be recorded as gains or losses in the consolidated statements of operations. Because the exercise price of the Cell Cure Warrants is U.S. dollar-denominated and settlement is not expected to occur in the next twelve months, Cell Cure classified the Cell Cure Warrants as a long-term liability in accordance with ASC 815. The fair value of the Cell Cure Warrants at the time of issuance was determined by using the Black-Scholes option pricing model using the respective contractual term of the warrants. In applying this model, the fair value is determined by applying Level 3 inputs, as defined by ASC 820; these inputs are based on certain key assumptions including the fair value of the Cell Cure ordinary shares, adjusted for lack of marketability, as appropriate, and the expected stock price volatility over the term of the Cell Cure Warrants. The fair value of the Cell Cure ordinary shares is determined by Cell Cure’s Board of Directors, which may engage a valuation specialist to assist it in estimating the fair value, or may use recent transactions in Cell Cure shares, if any, as a reasonable approximation of fair value, or may apply other reasonable methods to determining the fair value, including a discount for lack of marketability. In connection with the cashless exercise in October 2020, Cell Cure had an independent third-party update the fair value of the Cell Cure shares. Lineage determines the stock price volatility using historical prices of comparable public company common stock for a period equal to the remaining term of the Cell Cure Warrants. The Cell Cure Warrants are revalued each reporting period using the same methodology described above, with changes in fair value included as gains or losses in other income and expenses, net, in the consolidated statements of operations. For the years ended December 31, 2021 and 2020, Lineage recorded a noncash gain of $ 0.2 0.2 0.2 0.4 |
Stock-Based Awards
Stock-Based Awards | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Awards | 12. Stock-Based Awards Equity Incentive Plan Award On September 13, 2021, the shareholders of Lineage approved the 2021 Equity Incentive Plan (the “2021 Plan”), and the plan became effective. The 2021 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units awards (“RSUs”), and other stock awards. All of our employees (including 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) 15,000,000 16,382,385 On February 11, 2022, the Board of Directors at Lineage, approved restricted stock unit awards for an aggregate amount of 694,424 1.50 A summary of Lineage’s 2012 Plan activity and other stock option awards granted outside of the 2012 Plan related information is as follows (in thousands, except per share amounts): Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity Number of Options Outstanding Number of RSUs Outstanding Weighted Average Exercise Price December 31, 2019 14,710 166 $ 2.17 Options granted 5,256 - 0.71 Options forfeited (4,101 ) - 2.61 Restricted stock units vested - (73 ) - December 31, 2020 15,865 93 $ 1.57 Options granted 6,245 - 2.50 Options exercises (4,321 ) - 1.72 Options forfeited (3,146 ) - 1.99 Restricted units vested - (62 ) - December 31, 2021 14,643 31 $ 1.84 Options exercisable at December 31, 2021 6,391 $ 1.68 As of December 31, 2021, options outstanding and options exercisable under the 2012 Plan have a weighted-average remaining contractual term of 7.3 5.3 9.6 5.2 In connection with the vested RSUs during the year ended December 31, 2021, Lineage paid $ 54,000 21,000 0.1 In connection with the vested RSUs during the year ended December 31, 2020, Lineage paid $ 27,000 26,000 0.1 A summary of activity under the Asterias Equity Plan from the closing date of the Asterias Merger through December 31, 2021 is as follows (in thousands, except per share amounts): Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity Number of Options Outstanding Number of RSUs Outstanding Weighted Average Exercise Price December 31, 2019 350 - $ 1.57 Options granted - - - Options forfeited - - - December 31, 2020 350 - $ 1.57 Options granted - - - Options forfeited (109 ) - 1.57 December 31, 2021 241 - $ 1.57 Options exercisable at December 31, 2021 241 $ 1.57 As of December 31, 2021, options outstanding and options exercisable under the Asterias Equity Plan both have a weighted-average remaining contractual term of 0.3 212,000 212,000 Stock-based compensation expense The fair value of each option award is estimated on the date of grant using a Black-Scholes option pricing model applying the weighted-average assumptions noted in the following table: Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options Year Ended December 31, 2021 2020 Expected life (in years) 6.2 6.2 Risk-free interest rates 1.0 % 0.8 % Volatility 73.2 % 67.7 % Dividend yield - % - % The weighted-average estimated fair value of stock options granted under the 2012 Plan and other stock option awards granted outside of the 2012 Plan, during the years ended December 31, 2021 and 2020 was $ 1.62 0.43 Operating expenses include stock-based compensation expense as follows (in thousands): Schedule of Stock Based Compensation Expense 2021 2020 Year Ended December 31, 2021 2020 Research and development $ 833 $ 464 General and administrative 2,686 1,763 Total stock-based compensation expense $ 3,519 $ 2,227 As of December 31, 2021, total unrecognized compensation costs related to unvested stock options under Lineage’s 2012 Plan and the Asterias Equity Plan was $ 8.5 2.5 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes For the year ended December 31, 2021, Lineage did no t record a tax provision or deferred tax benefit. 1.2 The domestic and foreign breakout of loss before net income tax benefit was as follows: Schedule of Income before Income Tax, Domestic and Foreign 2021 2020 December 31, 2021 2020 Domestic $ (16,998 ) (17,500 ) Foreign (26,272 ) (4,424 ) Loss before net income tax benefit $ (43,270 ) (21,924 ) Income taxes differed from the amounts computed by applying the indicated current U.S. federal income tax rate to pretax losses from operations as a result of the following: Schedule of Income Tax Rate Reconciliation 2021 2020 Year Ended December 31, 2021 2020 Computed tax benefit at federal statutory rate 21 % 21 % Research and development and other credits 1 % 1 % Permanent differences (1 )% - % Change in valuation allowance (16 )% (17 )% State tax benefit 8 % 3 % GILTI inclusion (12 )% - % Foreign rate differential and other (1 )% (2 )% Income tax benefit - % 6 % The primary components of the deferred tax assets and liabilities at December 31, 2021 and 2020 were as follows (in thousands): Schedule of Components of Deferred Tax Assets and Liabilities Deferred tax assets/(liabilities): 2021 2020 December 31, Deferred tax assets/(liabilities): 2021 2020 Net operating loss carryforwards $ 68,766 $ 63,941 Research and development and other credits 9,466 8,878 Patents and licenses 1,403 1,178 Stock options 1,717 2,131 Operating lease liability 134 242 Other 1,608 1,523 Total deferred tax assets 83,094 77,893 Valuation allowance (70,967 ) (64,069 ) Deferred assets, net of valuation allowance 12,127 13,824 Operating lease ROU assets (115 ) (215 ) Intangibles (13,299 ) (13,226 ) Equity method investments and marketable securities at fair value (789 ) (2,459 ) Total deferred tax liabilities (14,203 ) (15,900 ) Net deferred tax liabilities $ (2,076 ) $ (2,076 ) 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. During the year ended December 31, 2021, Lineage had taxable income and therefore did not generate any indefinite lived deferred tax assets as tax provision benefit. As new indefinite lived deferred tax assets are generated, we will continue to book provision benefits until the deferred tax liability position is exhausted, barring any new developments. As of December 31, 2021, Lineage has gross net operating loss carryforwards of approximately $ 155.6 million for federal purposes. As of December 31, 2021, Lineage’s foreign subsidiaries have net operating loss carryforwards of approximately $ 60.2 million which carryforward indefinitely. As of December 31, 2021, Lineage has net operating losses of $ 151.8 million for state tax purposes. As of December 31, 2021, Lineage has research tax credit carryforwards for federal and state tax purposes of $ 3.7 million and $ 5.8 million, respectively. These tax credits reflect the amounts for Lineage, Asterias and OrthoCyte as of December 31, 2021. For federal purposes, the credits generated each year have a carryforward period of 20 years . The federal tax credits expire in varying amounts between 2021 and 2041 , while the state tax credits have no expiration period. On August 5, 2020, Lineage began the liquidation of its foreign subsidiary BioTime Asia. At the time of the liquidation, BioTime Asia had an intercompany payable due to Lineage. For book purposes, the corresponding balances eliminate in consolidation. For federal purposes, the activities of their foreign subsidiaries are not included in the consolidated tax return. Accordingly, the payable was written off for tax purposes by Lineage, creating a $ 3.6 On December 17, 2021, Lineage and its subsidiary, Cell Cure, entered into a Collaboration and License Agreement with Roche, wherein Lineage granted to Roche exclusive worldwide rights to develop and commercialize RPE cell therapies. Under the agreement Roche will pay Lineage a $ 50.0 During December 2021, in an intercompany transaction, Lineage acquired the economic rights to Cell Cure’s interest in certain intellectual property. This transaction generated a gain to Cell Cure of $ 31.7 million which was fully offset by net operating loss carryforwards in Israel. For book and California income tax purposes, this transaction eliminates in consolidation. For federal income tax purposes, the activities of our foreign subsidiaries are not included in the consolidated tax return. However, under the provisions of GILTI the profits of our foreign subsidiaries may be included, see further discussion below. Beginning in 2018, the 2017 Tax Act subjects a U.S. stockholder to GILTI earned by certain foreign subsidiaries. In general, GILTI is the excess of a U.S. shareholder’s total net foreign income over a deemed return on tangible assets. The provision further allows a deduction of 50 % of GILTI, however this deduction is limited to the company’s pre-GILTI U.S. income. For the year ended December 31, 2020, our foreign subsidiaries generated losses, as a result there was no inclusion. For the year ended December 31, 2021, Lineage’s combined foreign entities generated a profit arising from intercompany transactions. As a result, there was an inclusion of $ 24.8 million for GILTI purposes for 2021. The resulting net income for federal income tax purposes was fully offset by their federal net operating loss carryforwards. Other Transactions and Related Impact on Income Taxes The market value of the respective shares Lineage holds in OncoCyte and Asterias (through the merger date of March 8, 2019) creates a deferred tax liability to Lineage based on the closing price of the security, less the tax basis of the security Lineage has in such shares. The deferred tax liability generated by shares that Lineage holds as of December 31, 2021 and 2020, is a source of future taxable income to Lineage, as prescribed by ASC 740-10-30-17, that will more likely than not result in the realization of its deferred tax assets to the extent of those deferred tax liabilities. This deferred tax liability is determined based on the closing price of those securities as of December 31, 2021 and 2020. Other Income Tax Matters Internal Revenue Code Section 382 places a limitation (“Section 382 Limitation”) on the amount of taxable income that can be offset by NOL carryforwards after a change in control (generally greater than 50 Lineage files a U.S. federal income tax return as well as various state and foreign income tax returns. In general, Lineage is no longer subject to tax examination by major taxing authorities for years before 2016. Although the statute is closed for purposes of assessing additional income and tax in these years, the taxing authorities may still make adjustments to the NOL and credit carryforwards used in open years. Therefore, the statute should be considered open as it relates to the NOL and credit carryforwards used in open years. Lineage may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. Based on Lineage’s assessment, no liabilities for uncertain tax positions should be recorded as of December 31, 2021 and 2020. Lineage’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Lineage’s practice is to recognize interest and penalties related to income tax matters in tax expense. As of December 31, 2021 and 2020, Lineage has no accrued interest and penalties. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Carlsbad Lease In May 2019, Lineage entered into a lease for approximately 8,841 August 1, 2019 Base rent under the Carlsbad Lease, beginning on August 1, 2021, is $ 23,959 3 August 1, 2022 7,000 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. As security for the performance of its obligations under the Carlsbad Lease, Lineage provided the landlord with a security deposit of $ 17,850 Alameda Leases and Alameda Sublease In December 2015, Lineage entered into leases of office and laboratory space located in two buildings 22,303 8,492 72,676 3 In addition to base rent, Lineage paid 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. 424,000 78,000 In April 2020, Lineage entered into a sublease with Industrial Microbes, Inc. (“Industrial Microbes”) for the use of 10,000 was $ 28,000 3 On September 11, 2020, Lineage entered into a Lease Termination Agreement with the landlord terminating the Alameda Leases effective as of August 31, 2020 for the 1020 Atlantic Premises and September 30, 2020 for the 1010 Atlantic Premises. In consideration for the termination of the leases, Lineage paid a termination fee of $ 130,000 Lineage paid a separate termination fee of $ 30,000 56,000 119,000 Lineage continues to occupy approximately 2,432 The term of the Alameda Sublease is from October 1, 2020 January 31, 2023 14,592 3 16,000 Based on the smaller footprint, and after taking into consideration the fees disclosed above, Lineage has reduced its contractual obligations by approximately $ 780,000 New York Leased Office Space Lineage incurred costs of $ 5,050 900 Cell Cure Leases Cell Cure leases 728.5 7,842 December 31, 2025 option to extend the lease for five years 39,776 12,200 On January 28, 2018, Cell Cure entered into another lease agreement for an additional 934 10,054 December 31, 2025 two five-year extension options 4,000,000 1.1 93,827 26,000 420,000 On November 30, 2021, Cell Cure entered into a lease agreement for an additional 133 1,432 December 31, 2025 one five year and one approximate three-year extension options 11,880 3,757 12,494 3,951 Adoption of ASC 842 The below tables provide the amounts recorded in connection with the adoption of ASC 842 as of, and for the years ended December 31, 2021 and 2020, for Lineage’s operating and financing leases, as applicable. Supplemental cash flow information related to leases was as follows (in thousands): Schedule of Supplemental Cash Flow Information Related to Leases 2021 2020 Year Ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 935 $ 1,356 Operating cash flows from financing leases 13 20 Financing cash flows from financing leases 20 26 Right-of-use assets obtained in exchange for lease obligations: Operating leases 213 1,047 Financing leases 39 - Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount rate): Schedule of Supplemental Balance Sheet Information Related to Leases 2021 2020 December 31, 2021 2020 Operating leases Right-of-use assets, net $ 2,372 $ 2,916 Right-of-use lease liabilities, current $ 801 $ 746 Right-of-use lease liabilities, noncurrent 1,941 2,514 Total operating lease liabilities $ 2,742 $ 3,260 Financing leases Right-of-use assets, net $ 36 $ - Property and equipment, gross $ 79 $ 79 Accumulated depreciation (79 ) (65 ) Property and equipment, net $ - $ 14 Lease liabilities, current $ 13 $ - Lease liabilities, noncurrent 23 - Total finance lease liabilities $ 36 $ - Other current liabilities $ 17 $ 16 Long-term liabilities 7 26 Total finance lease liabilities $ 24 $ 42 Weighted average remaining lease term Operating leases 3.5 4.2 Finance leases 2.2 2.4 Weighted average discount rate Operating leases 7.7 % 8.0 % Finance leases 5.7 % 10.0 % Future minimum lease commitments are as follows (in thousands): Schedule of Future Minimum Lease Commitments Operating Leases Finance Leases Year Ending December 31, 2022 $ 1,042 $ 33 2023 583 22 2024 551 10 2025 532 - 2026 447 - Total lease payments $ 3,155 $ 65 Less imputed interest (413 ) (5 ) Total $ 2,742 $ 60 Roche Collaboration Agreement On December 17, 2021, Lineage and its subsidiary, Cell Cure, entered into the Roche Agreement, wherein Lineage granted to Roche exclusive worldwide rights to develop and commercialize RPE cell therapies, including its proprietary cell therapy known as OpRegen. Roche paid Lineage a $ 50.0 620.0 The OpRegen program has been supported in part with contributions made by Hadasit, the technology transfer company of Hadassah Medical Center, and the IIA, an independent agency created to address the needs of global innovation ecosystems. A significant portion of early development on the OpRegen program occurred at Cell Cure. Cell Cure was established by the Hadassah Medical Center, where the intellectual property underlying the differentiation and manufacture of RPE cells originated. In addition, significant monetary support for the OpRegen program was provided by the IIA through a series of separate research grants, beginning in 2007. 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 which were eligible for grants. The grants awarded were typically up to 50 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 the relevant formulas provided under the Innovation Law. In November 2021, an application made by Cell Cure to the research committee of the IIA, was approved granting an exclusive license and transfer of the technological know-how for OpRegen to Roche. Under the provisions for the redemption fee, Lineage is obligated to pay the IIA a portion of the upfront, milestone, and royalty payments which may be received under the Agreement. Lineage is obligated to pay approximately 24.3 102.7 In addition, pursuant to the Second Amended and Restated License Agreement, dated June 15, 2017, between Cell Cure and Hadasit, as amended, and a certain letter agreement entered into on December 17, 2021, by and between Cell Cure and Hadasit, Cell Cure is obligated to pay to Hadasit a sublicensing fee of 21.5% of the upfront payment (subject to certain reductions) and any milestone payments, and up to 50% of all royalty payments (subject to a maximum payment of 5% of net sales of products) In January 2022, Lineage received the $ 50.0 million upfront payment from Roche. Lineage made a subsequent payment of $ 12.1 million to the IIA, pursuant to Lineage’s obligations under the Innovation Law. Additionally, Lineage made a subsequent payment of $ 8.9 million to Hadasit, pursuant to Lineage’s obligations under the Second Amended and Restated License Agreement. Lineage reduced the Hadasit payment by $ 1.9 million, due to a $ 8.6 million budgetary commitment under the Agreement. Lineage is required to pay Hadasit 21.5% of any portion of the commitment not incurred within five years after the execution of the Agreement . Both the IIA and Hadasit payments were accrued as research and development expenses incurred, upon the execution of the Agreement within the company’s year-end consolidated statement of operations. Unless earlier terminated by either party, the 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. Either party also may terminate the Agreement in its entirety upon certain insolvency events involving the other party. ITI Collaboration Agreement Under our collaborative agreement with ITI we agreed to perform certain research, development, manufacturing, and oversight activities related to a VAC-CMV product up to a budgeted amount of approximately $ 2.2 Second Amendment to Clinical Trial and Option Agreement and License Agreement with Cancer Research UK On May 6, 2020, Lineage and its wholly owned subsidiary Asterias entered into a Second Amendment to Clinical Trial and Option Agreement (the “CTOA Amendment”) with Cancer Research UK (“CRUK”) and Cancer Research Technology Limited (“CRT”), which amends the Clinical Trial and Option Agreement entered into between Asterias, CRUK and CRT dated September 8, 2014, as amended September 8, 2014. Pursuant to the 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. CRUK will continue conducting the VAC2 study. Lineage and CRT effectuated the option by simultaneously entering into a license agreement (the “License Agreement”) pursuant to which Lineage agreed to pay the previously agreed signature fee of £ 1,250,000 1.6 500,000 500,000 250,000 8,000,000 22,500,000 Either party may terminate the License Agreement for the uncured material breach of the other party. CRT may terminate the License Agreement in the case of Lineage’s insolvency or if Lineage ceases all development and commercialization of all products under the License Agreement. Research and Option Agreement On January 5, 2019, Lineage and Orbit Biomedical Limited (“Orbit”) entered into a Research and Option Agreement, which was assigned by Orbit to Gyroscope Therapeutics Limited (“Gyroscope”) and amended on May 7, 2019, January 30, 2020, May 1, 2020 and September 4, 2020 (the “Gyroscope Agreement”). As amended, the Gyroscope Agreement provided Lineage access to Gyroscope’s vitrectomy-free subretinal injection device (the “Orbit Device”) as a means of delivering OpRegen in Lineage’s ongoing Phase 1/2a clinical trial through the earlier of: (i) December 1, 2020; or (ii) or treatment of three additional patients with the Orbit Device between September 4, 2020 and December 1, 2020 (the “Access Period”). Following the Access Period, Lineage also had an exclusive right to negotiate a definitive agreement to distribute and sell the Orbit Device for the subretinal delivery of RPE cells for the treatment of dry AMD (the “Option Period”), which was initially set to expire in February 2021. Pursuant to the terms of the Gyroscope Agreement, Lineage paid access fees totaling $ 2.5 1.25 1.25 2.5 0.5 0.2 0.3 0.5 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. Except as described below, we are not currently subject to any pending material litigation, other than ordinary routine litigation incidental to our business, as described above. On October 14, 2019, a putative class action lawsuit was filed challenging the Asterias Merger. This action (captioned Ross v. Lineage Cell Therapeutics, Inc., et al. Lineage believes the allegations in the action lack merit and intends to vigorously defend the claims asserted. 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, Employment Contracts Lineage has entered into employment agreements with certain 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 provide indemnifications of varying scope under Lineage’s agreements with other companies or consultants, typically Lineage’s clinical research organizations, investigators, clinical sites, suppliers and others. Pursuant to these agreements, Lineage will generally agree to indemnify, hold harmless, and reimburse the indemnified parties 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 provisions 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 will 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. Historically, Lineage has not been subject to any claims or demands for indemnification. Lineage also maintains various liability insurance policies that limit Lineage’s financial exposure. As a result, Lineage believes the fair value of these indemnification agreements is minimal. Accordingly, Lineage has not recorded any liabilities for these agreements as of December 31, 2021 and 2020. Royalty obligations and license fees Lineage and its subsidiaries or affiliates are parties to certain licensing agreements with research institutions, universities and other parties for the rights to use those licenses and other intellectual property in conducting research and development activities. These licensing agreements provide for the payment of royalties by Lineage or the applicable party to the agreement on future product sales, if any. In addition, in order to maintain these licenses and other rights during the product development, Lineage or the applicable party to the contract must comply with various conditions including the payment of patent related costs and annual minimum maintenance fees. Annual minimum maintenance fees are expected to be approximately $ 30,000 60,000 As part of the Asterias Merger, Lineage acquired certain royalty revenues for cash flows that were generated under certain specific patent families that Asterias previously acquired from Geron. Asterias paid Geron a royalty for all royalty revenues received from these contracts. Lineage continues to make royalty payments to Geron for royalties generated from these patents. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 15. Employee Benefit Plan We have a defined contribution 401(k) plan for all employees. Under the terms of the plan, employees may make voluntary contributions as a percentage or defined amount of compensation. We provide a safe harbor contribution of up to 5.0 164,000 149,000 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 16. Segment Information Lineage’s executive management team, as a group, represents the entity’s chief operating decision makers. Lineage’s executive management team views Lineage’s operations as one |
Enterprise-Wide Disclosures
Enterprise-Wide Disclosures | 12 Months Ended |
Dec. 31, 2021 | |
Enterprise-wide Disclosures | |
Enterprise-Wide Disclosures | 17. Enterprise-Wide Disclosures Geographic Area Information The following table presents consolidated revenues, including license fees, royalties, grant income, and other revenues, disaggregated by geography, based on the billing addresses of customers, or in the case of grant revenues based on where the governmental entities that fund the grant are located (in thousands). Schedule of Geographic Area Information Geographic Area 2021 2020 Year Ended December 31, Geographic Area 2021 2020 United States $ 3,895 $ 1,160 Foreign (1) 446 666 Total revenues $ 4,341 $ 1,826 (1) Foreign revenues are primarily generated from grants in Israel. The composition of Lineage’s long-lived assets, consisting of plant and equipment, net, between those in the United States and in foreign countries, as of December 31, 2021 and 2020, is set forth below (in thousands): 2021 2020 December 31, 2021 2020 Domestic $ 548 $ 1,035 Foreign (1) 4,324 4,595 Total $ 4,872 $ 5,630 (1) Assets in foreign countries principally include laboratory equipment and leasehold improvements in Israel. Major Sources of Revenues The following table presents Lineage’s consolidated revenues disaggregated by source (in thousands). Schedule of Revenues Disaggregated by Source 2021 2020 Year Ended December 31, 2021 2020 REVENUES: Royalties $ 2,776 $ 773 Collaboration revenues 1,120 - Grant revenues 445 1,053 Total revenues $ 4,341 $ 1,826 Prepaid expenses and other current assets at December 31, 2021 includes $ 0.1 0.2 The following table shows Lineage’s major sources of revenues, as a percentage of total revenues, that were recognized during the years ended December 31, 2021 and 2020: Schedule of Sources of Revenues Sources of Revenues 2021 2020 Year Ended December 31, Sources of Revenues 2021 2020 Royalties 63.9 % 42.3 % Collaboration revenues 25.8 % - % Grant revenues 10.3 % 57.7 % |
Selected Quarterly Financial In
Selected Quarterly Financial Information | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Information | 18. Selected Quarterly Financial Information Lineage has derived this data from the unaudited consolidated interim financial statements that, in Lineage’ s opinion, have been prepared on substantially the same basis as the audited consolidated financial statements contained herein and include all normal recurring adjustments necessary for a fair presentation of the financial information for the periods presented. These unaudited consolidated quarterly results should be read in conjunction with the consolidated financial statements and notes thereto included herein. The consolidated operating results in any quarter are not necessarily indicative of the consolidated results that may be expected for any future period. Schedule of Selected Quarterly Financial Information Year Ended December 31, 2021 First Quarter Second Quarter Third Quarter Fourth Quarter Revenues, net $ 391 512 2,270 1,168 Operating expenses 7,329 7,467 8,128 29,202 Loss from operations (7,050 ) (7,080 ) (6,843 ) (28,238 ) Net loss attributable to Lineage (1,416 ) (4,788 ) (7,823 ) (28,992 ) Basic net income (loss) per share $ (0.01 ) $ (0.03 ) $ (0.05 ) $ (0.17 ) Year Ended December 31, 2020 Revenues, net $ 514 386 571 355 Operating expenses 7,858 6,713 7,194 6,123 Loss from operations (7,438 ) (6,402 ) (6,725 ) (5,882 ) Net income (loss) attributable to Lineage (8,399 ) (6,522 ) (7,760 ) 2,032 Basic net income (loss) per share $ (0.06 ) $ (0.04 ) $ (0.05 ) $ 0.01 Quarterly and year-to-date computations of net income (loss) per share amounts are calculated using the respective period weighted average shares outstanding. Therefore, the sum of the per share amounts for the quarters may not agree with the per share amounts for the year. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events Receipt of Roche Upfront Payment In January 2022, Lineage received a $ 50.0 12.1 8.9 1.9 8.6 Lineage is required to pay Hadasit 21.5% of any portion of the commitment not incurred within five years after the execution of the Roche Agreement Restricted Stock Unit Awards On February 11, 2022, the Board of Directors at Lineage, approved restricted stock unit awards for an aggregate amount of 694,424 1.50 16,382,385 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Marketable equity securities | Marketable equity securities - Lineage accounts for the shares it holds in OncoCyte and HBL as marketable equity securities in accordance with ASC 320-10-25, Investments – Debt and Equity Securities Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, OncoCyte shares have readily determinable fair values quoted on the NYSE American under trading symbol “OCX”. The HBL shares have a readily determinable fair value quoted on the Tel Aviv Stock Exchange (“TASE”) under the trading symbol “HDST” where share prices are denominated in New Israeli Shekels (NIS). |
Revenue recognition | Revenue recognition , Revenues from Contracts with Customers (Topic 606) In applying the provisions of ASU 2014-09, Lineage has determined that government grants are out of the scope of ASU 2014-09 because the government entities do not meet the definition of a “customer,” as defined by ASU 2014-09, as there is not considered to be a transfer of control of goods or services to the government entities funding the grant. In the absence of applicable guidance under U.S. GAAP, the Company’s policy is to recognize grant revenue when the related costs are incurred and the right to payment is realized. Costs incurred are recorded in research and development and general and administrative expenses on the accompanying statements of operations . |
Royalties from product sales and license fees | Royalties from product sales and license fees - For agreements that include sales-based royalties, including commercial milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, Lineage recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Lineage estimates and recognizes royalty revenues based on all available information, including estimates provided by the customer or licensee from which Lineage obtains such estimates directly for each reporting period. Actual revenues ultimately received may differ from those estimates recorded and are adjusted in the period when information to actuals is available to Lineage. |
Collaborative agreements | Collaborative agreements - On April 16, 2021, Lineage entered a worldwide license and collaboration agreement with ITI for the development and commercialization of the VAC platform. Under the terms of this agreement, Lineage is entitled to upfront licensing fees totaling $ 2.0 million paid over the first year, and up to $ 67.0 million in development and commercial milestones across multiple indications. Lineage will also be eligible to receive royalties up to 10 % on net sales of future products. On December 17, 2021, we entered into an exclusive worldwide collaboration and license agreement with Roche, for the development and commercialization of OpRegen. Roche paid a $ 50.0 million upfront payment and we are eligible to receive up to $ 620.0 million in additional development, approval, and sales milestone payments, in addition to tiered double-digit royalties. We review collaborative agreements to determine if the accounting treatment falls under Accounting Standards Codification, Topic 606 , Revenue from Contracts with Customers , Topic 808, Collaborative Arrangements The terms of our collaborative agreements typically include one or more of the following: (i) upfront fees; (ii) milestone payments related to achievement of development or commercial goals; (iii) royalties on net sales of licensed products; and (iv) reimbursement of cost-sharing of research and development (“R&D”) expenses. Each of these payments eventually result in collaboration revenues. When a portion of non-refundable upfront fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as deferred revenue and recognized as collaboration revenue when (or as) the underlying performance obligation is satisfied. To identify the performance obligations within the collaboration agreements, we first identify all the promises in the contract (i.e. explicit and implicit), which may include a customer option to acquire additional goods or services for free or at a discount. We exclude any immaterial promises from the assessment of identifying performance obligations. When an option is identified as providing a customer with a material right, the option is identified as a performance obligation. A portion of the transaction price is then allocated to the option and recognized when (or as) the future goods or services related to the option are provided, or when the option expires. As part of the accounting treatment for these agreements, we must develop estimates and assumptions that require judgement to determine the underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated among the performance obligations. The following items are estimated in the calculation of the stand-alone selling price: forecasted revenues and development costs, development timelines, discount rates and probabilities of technical and regulatory success. We evaluate each performance obligation to determine if they can be satisfied at a point in time or over time, and we measure the services delivered to our collaboration partners each reporting period, which is based on the progress of the related program. If necessary, we adjust the measure of performance and related revenue recognition. Any such adjustments are recorded on a cumulative catch-up basis which would affect revenue and net income (loss) in the period of adjustment. In addition, variable consideration (e.g., milestone payments) must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. Upfront fees - Milestone payments - Royalties - Reimbursement, cost-sharing payments - As of December 31, 2021, we recorded $ 49.7 million and $ 0.8 million of deferred revenue on the consolidated balance sheet, related to the Roche and ITI collaboration agreements. For the year ended December 31, 2021, we recognized $ 0.3 million and $ 0.8 million of revenue on the statement of operations, related to the Roche and ITI collaboration agreements, respectively. |
Basic and diluted net income (loss) per share attributable to common shareholders | 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 unvested restricted stock or restricted stock units, subject to repurchase by Lineage, if any, during the period. Diluted earnings per share is calculated by dividing the net income or loss attributable to Lineage common shareholders by the weighted average number of common shares outstanding, adjusted for the effects of potentially dilutive common shares issuable under outstanding stock options and warrants, using the treasury-stock method, convertible preferred stock, if any, using the if-converted method, and treasury stock held by subsidiaries, if any. For the years ended December 31, 2021 and 2020, respectively, Lineage reported a net loss attributable to common shareholders, and therefore, all potentially dilutive common shares were considered antidilutive for those periods. The following common share equivalents were excluded from the computation of diluted net income (loss) per common share for the periods presented because including them would have been antidilutive (in thousands): Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Years Ended December 31, 2021 2020 Stock options 14,883 16,215 Lineage Warrants - 1,090 Restricted stock units (1) 31 93 (1) On February 11, 2022, the Board of Directors of Lineage, approved restricted stock unit awards for an aggregate of 694,424 |
Restricted cash | Restricted cash - In accordance with ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheet dates that comprise the total of the same such amounts shown in the consolidated statements of cash flows for all periods presented herein (in thousands): Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash December 31, 2021 December 31, 2020 Cash and cash equivalents $ 55,742 $ 32,585 Restricted cash included in deposits and other long-term assets (see Note 14) 535 520 Restricted cash included in prepaid expenses and other current assets (see Note 14) - 78 Total cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows $ 56,277 $ 33,183 |
Accounts and grants receivable, net | Accounts and grants receivable, net 50,640,000 and $ 4,000 and grants receivable amounted to $ 200,000 and $ 61,000 as of December 31, 2021 and 2020, respectively. Net trade receivables include an allowance for doubtful accounts of approximately $ 74,000 and $ 44,000 as of December 31, 2021 and 2020, respectively, for those amounts deemed uncollectible by Lineage. Lineage establishes an allowance for doubtful accounts based on the evaluation of the collectability of its receivables on a variety of factors, including the length of time receivables are past due, significant events that may impair the customer’s ability to pay, such as a bankruptcy filing or deterioration in the customers operating results or financial position, and historical experience. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. |
Leases | Leases Leases |
Goodwill and IPR&D | Goodwill and IPR&D Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Intangibles – Goodwill and Other |
Going concern assessment | Going concern assessment |
Cash and cash equivalents | Cash and cash equivalents 52.3 28.8 |
Concentrations of credit risk and significant sources of supply | Concentrations of credit risk and significant sources of supply Lineage relies on single-source, third-party suppliers for a few key components of our product candidates. If these single-source, third-party suppliers are unable to continue providing a key component, the initiation or progress of any clinical studies of its product candidates may be impeded. |
Property and equipment, net | Property and equipment, net 3 10 |
Long-lived intangible assets | Long-lived intangible assets 5 10 |
Impairment of long-lived assets | Impairment of long-lived assets |
Accounting for warrants | Accounting for warrants Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock |
Transactions with noncontrolling interests of subsidiaries | Transactions with noncontrolling interests of subsidiaries 810-10-45-23, Consolidation Other Presentation Matters, |
Research and development expenses | Research and development expenses |
General and administrative expenses | General and administrative expenses |
Foreign currency translation adjustments and other comprehensive income or loss | Foreign currency translation adjustments and other comprehensive income or loss 1.5 3.0 |
Foreign currency transaction gains and losses | Foreign currency transaction gains and losses Foreign Currency Matters. |
Income taxes | Income taxes Income Taxes On December 22, 2017, the United States enacted major federal tax reform legislation, Public Law No. 115-97, commonly referred to as the 2017 Tax Cuts and Jobs Act (“2017 Tax Act”), which enacted a broad range of changes to the Internal Revenue Code. Beginning in 2018, the 2017 Tax Act subjects a U.S. stockholder to tax on Global Intangible Low Tax Income (“GILTI”) earned by certain foreign subsidiaries. In general, GILTI is the excess of a U.S. shareholder’s total net foreign income over a deemed return on tangible assets. The provision further allows a deduction of 50% of GILTI, however this deduction is limited to the Company’s pre-GILTI U.S. income. For the year ended December 31, 2020, our foreign subsidiaries operated at a loss, as a result there was no income inclusion. For the year ended December 31, 2021, Lineage’s foreign subsidiaries generated income arising from an intercompany transaction. As a result, there was in inclusion of $ 15.0 Current interpretations under ASC 740 state that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense. We have elected to account for GILTI as a current period expense when incurred. On January 1, 2021, Lineage adopted ASU 2019-12, Simplifying the Accounting for Income Taxes |
Stock-based compensation | Stock-based compensation Compensation – Stock Compensation Although the fair value of employee stock options is determined in accordance with FASB guidance, changes in the assumptions can materially affect the estimated value and therefore the amount of compensation expense recognized in the consolidated financial statements. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment simplifies the accounting for goodwill impairments by eliminating the requirement to compare the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test referenced in ASC 350, Intangibles - Goodwill and Other |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Organization, Basis of Presen_2
Organization, Basis of Presentation and Liquidity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Lineage’s Ownership of Outstanding Shares of its Subsidiaries | Schedule of Lineage’s Ownership of Outstanding Shares of its Subsidiaries Subsidiary Field of Business Lineage Ownership Country Asterias BioTherapeutics, Inc. (1) Cell based therapeutics to treat neurological conditions and cancer 100 % USA Cell Cure Neurosciences Ltd (“Cell Cure”) Manufacturing of Lineage’s cell replacement platform technology 99 % (2) Israel ES Cell International Pte. Ltd. (“ESI”) (3) Research and clinical grade cell lines 100 % Singapore OrthoCyte Corporation (“OrthoCyte”) Research in orthopedic diseases and injuries 99.8 % USA (1) Asterias was acquired by Lineage in March 2019. (2) Includes shares owned by Lineage and ESI. (3) The operating activities and fields of business listed under these subsidiaries are conducted primarily by Lineage as the parent company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following common share equivalents were excluded from the computation of diluted net income (loss) per common share for the periods presented because including them would have been antidilutive (in thousands): Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Years Ended December 31, 2021 2020 Stock options 14,883 16,215 Lineage Warrants - 1,090 Restricted stock units (1) 31 93 (1) On February 11, 2022, the Board of Directors of Lineage, approved restricted stock unit awards for an aggregate of 694,424 |
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheet dates that comprise the total of the same such amounts shown in the consolidated statements of cash flows for all periods presented herein (in thousands): Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash December 31, 2021 December 31, 2020 Cash and cash equivalents $ 55,742 $ 32,585 Restricted cash included in deposits and other long-term assets (see Note 14) 535 520 Restricted cash included in prepaid expenses and other current assets (see Note 14) - 78 Total cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows $ 56,277 $ 33,183 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenues | Our disaggregated revenues were as follows (in thousands): Schedule of Disaggregated Revenues Year Ended December 31, 2021 2020 Royalties $ 2,776 $ 773 Grant revenues Israel Innovation Authority (“IIA”) $ 445 $ 666 National Institutes of Health (“NIH”) - 387 Total grant revenues 445 1,053 Revenues under collaborative agreements Upfront license fees 452 - Event-based development milestones 123 - Reimbursements, cost-sharing payments 545 - Total revenues under collaborative agreements 1,120 - Total revenue $ 4,341 $ 1,826 |
Schedule of Contract With Customer Asset and Liability | Accounts receivable and other receivable, net, and deferred revenues (contract liabilities) from contracts with customers, including collaboration partners, consisted of the following (in thousands): Schedule of Contract With Customer Asset and Liability December 31, 2021 December 31, 2020 (unaudited) Accounts receivable and other receivable, net (1 )(2) $ 50,640 $ 242 Deferred revenues (1) (2) 50,500 - (1) Increase in accounts receivable due to accrual of $ 50.0 (2) Excludes government grants as Lineage has determined government grants are outside the scope of ASU 2014-09 - Revenue from Contracts with Customers (Topic 606). |
Schedule of Collaboration Agreements | The following table presents amounts under our collaboration agreements included in the transaction price (i.e., cumulative amounts triggered or probable) as of December 31, 2021 (in thousands): Schedule of Collaboration Agreements Upfront (1) Development (2) Reimbursements (3) Total Collaboration partner and agreement date: ITI (April 2021) (4) $ 500 $ 500 $ 2,220 $ 3,220 Roche (December 2021) (5) 50,000 - - 50,000 Total amounts under our collaboration agreements included in the transaction price $ 50,500 $ 500 $ 2,220 $ 53,220 (1) Upfront license fees. (2) Event-based development and regulatory milestones amounts. (3) Reimbursements and costs-sharing payments. (4) Regarding the accounting treatment for the collaborative agreement, the license and related development deliverables were determined to be highly interdependent and interrelated and have been combined as one performance obligation. Delivery is determined to be over time and revenue will be recognized utilizing an input method of costs incurred over total estimated costs in the work plan. The regulatory milestones are variable consideration that are fully constrained until the uncertainty of each milestone has been resolved. Sales-based milestones and royalties are variable consideration that will not be included in the transaction price until the related commercialization and sales have occurred. The cost reimbursements are considered variable consideration and are included in the transaction price. Revenues related to the cost reimbursements are presented gross on the consolidated statement of operations instead of a reduction to the costs being reimbursed. We currently estimate the unsatisfied performance obligations within the contract to be completed by December 31, 2022. (5) Regarding the accounting treatment for the collaborative agreement, the license, technology transfer and related clinical deliverables were determined to be highly interdependent and interrelated and have been combined as one performance obligation. Delivery is determined to be over time and revenue will be recognized utilizing an input method of costs incurred over total estimated costs to complete the performance obligation. A material customer option for additional goods and services was included in the transaction price, and $ 12.0 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | At December 31, 2021 and 2020, property and equipment, net were comprised of the following (in thousands): Schedule of Property and Equipment, Net December 31, 2021 2020 Equipment, furniture and fixtures $ 3,472 $ 3,628 Leasehold improvements 2,539 2,472 Right-of-use assets 4,163 3,845 Accumulated depreciation and amortization (5,302 ) (4,315 ) Property and equipment, net $ 4,872 $ 5,630 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets, Net | At December 31, 2021 and 2020, goodwill and intangible assets, net consisted of the following: (in thousands): Schedule of Goodwill and Intangible Assets, Net December 31, 2021 2020 Goodwill (1) $ 10,672 $ 10,672 Intangible assets: Acquired IPR&D – OPC1 (from the Asterias Merger) (2) $ 31,700 $ 31,700 Acquired IPR&D – VAC2 (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) (19,321 ) (19,111 ) Intangible assets, net $ 46,822 $ 47,032 (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. (2) Asterias had two IPR&D intangible assets that were valued at $ 46.5 31.7 14.8 (3) Asterias had royalty cash flows under certain specific patent families that Asterias previously acquired from Geron Corporation (“Geron”). The Geron patents are expected to continue to generate revenue and are not used in the OPC1 or the VAC platform, these patents are considered to be separate long-lived intangible assets under ASC 805. (4) As of December 31, 2021 the acquired patents were fully amortized and the acquired royalty contracts had a remaining unamortized balance of $ 282,000 |
Schedule of Intangible Assets Future Amortization Expense | Amortization of intangible assets for periods subsequent to December 31, 2021 is as follows (in thousands): Schedule of Intangible Assets Future Amortization Expense Year Ended December 31, Amortization Expense 2022 $ 130 2023 130 2024 22 Total $ 282 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | At December 31, 2021 and 2020, accounts payable and accrued liabilities consist of the following (in thousands): Schedule of Accounts Payable and Accrued Liabilities 2021 2020 December 31, 2021 2020 Accounts payable $ 3,543 $ 2,611 Accrued compensation 2,162 1,959 Accrued liabilities (1) 22,086 1,711 PPP loan payable - 523 Other current liabilities 178 9 Total $ 27,969 $ 6,813 (1) Includes $ 21.0 . |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis | We measure cash, cash equivalents, marketable securities and our liability classified warrants at fair value on a recurring basis. The fair values of such assets were as follows for December 31, 2021 and 2020 (in thousands): Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis Fair Value Measurements Using Balance at Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Significant (Level 3) Assets: Cash and cash equivalents $ 55,742 $ 55,742 $ - $ - Marketable securities 2,616 2,616 - - Liabilities: Lineage Warrants - - - - Cell Cure Warrants 227 - - 227 Fair Value Measurements Using Balance at Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other (Level 2) Significant Assets: Cash and cash equivalents $ 32,585 $ 32,585 $ - $ - Marketable securities 8,977 8,977 - - Liabilities: Lineage Warrants 1 - - 1 Cell Cure Warrants 437 - - 437 |
Schedule of Changes In Fair Value | The following table sets forth the establishment of the Company’s Level 3 liabilities, as well as a summary of the changes in the fair value and other adjustments: Schedule of Changes In Fair Value (Dollars in thousands) Cell Cure Warrants Lineage Warrants Total Balance as of December 31, 2020 $ 437 $ 1 $ 438 Change in fair value and other adjustments (210 ) - (210 ) Expiration of warrants - (1 ) (1 ) Balance as of December 31, 2021 $ 227 $ - $ 227 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options | The fair value of each option award is estimated on the date of grant using a Black-Scholes option pricing model applying the weighted-average assumptions noted in the following table: Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options Year Ended December 31, 2021 2020 Expected life (in years) 6.2 6.2 Risk-free interest rates 1.0 % 0.8 % Volatility 73.2 % 67.7 % Dividend yield - % - % |
Schedule of Stock Based Compensation Expense | Operating expenses include stock-based compensation expense as follows (in thousands): Schedule of Stock Based Compensation Expense 2021 2020 Year Ended December 31, 2021 2020 Research and development $ 833 $ 464 General and administrative 2,686 1,763 Total stock-based compensation expense $ 3,519 $ 2,227 |
2012 Equity Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity | A summary of Lineage’s 2012 Plan activity and other stock option awards granted outside of the 2012 Plan related information is as follows (in thousands, except per share amounts): Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity Number of Options Outstanding Number of RSUs Outstanding Weighted Average Exercise Price December 31, 2019 14,710 166 $ 2.17 Options granted 5,256 - 0.71 Options forfeited (4,101 ) - 2.61 Restricted stock units vested - (73 ) - December 31, 2020 15,865 93 $ 1.57 Options granted 6,245 - 2.50 Options exercises (4,321 ) - 1.72 Options forfeited (3,146 ) - 1.99 Restricted units vested - (62 ) - December 31, 2021 14,643 31 $ 1.84 Options exercisable at December 31, 2021 6,391 $ 1.68 |
Asterias 2013 Equity Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity | A summary of activity under the Asterias Equity Plan from the closing date of the Asterias Merger through December 31, 2021 is as follows (in thousands, except per share amounts): Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity Number of Options Outstanding Number of RSUs Outstanding Weighted Average Exercise Price December 31, 2019 350 - $ 1.57 Options granted - - - Options forfeited - - - December 31, 2020 350 - $ 1.57 Options granted - - - Options forfeited (109 ) - 1.57 December 31, 2021 241 - $ 1.57 Options exercisable at December 31, 2021 241 $ 1.57 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The domestic and foreign breakout of loss before net income tax benefit was as follows: Schedule of Income before Income Tax, Domestic and Foreign 2021 2020 December 31, 2021 2020 Domestic $ (16,998 ) (17,500 ) Foreign (26,272 ) (4,424 ) Loss before net income tax benefit $ (43,270 ) (21,924 ) |
Schedule of Income Tax Rate Reconciliation | Income taxes differed from the amounts computed by applying the indicated current U.S. federal income tax rate to pretax losses from operations as a result of the following: Schedule of Income Tax Rate Reconciliation 2021 2020 Year Ended December 31, 2021 2020 Computed tax benefit at federal statutory rate 21 % 21 % Research and development and other credits 1 % 1 % Permanent differences (1 )% - % Change in valuation allowance (16 )% (17 )% State tax benefit 8 % 3 % GILTI inclusion (12 )% - % Foreign rate differential and other (1 )% (2 )% Income tax benefit - % 6 % |
Schedule of Components of Deferred Tax Assets and Liabilities | The primary components of the deferred tax assets and liabilities at December 31, 2021 and 2020 were as follows (in thousands): Schedule of Components of Deferred Tax Assets and Liabilities Deferred tax assets/(liabilities): 2021 2020 December 31, Deferred tax assets/(liabilities): 2021 2020 Net operating loss carryforwards $ 68,766 $ 63,941 Research and development and other credits 9,466 8,878 Patents and licenses 1,403 1,178 Stock options 1,717 2,131 Operating lease liability 134 242 Other 1,608 1,523 Total deferred tax assets 83,094 77,893 Valuation allowance (70,967 ) (64,069 ) Deferred assets, net of valuation allowance 12,127 13,824 Operating lease ROU assets (115 ) (215 ) Intangibles (13,299 ) (13,226 ) Equity method investments and marketable securities at fair value (789 ) (2,459 ) Total deferred tax liabilities (14,203 ) (15,900 ) Net deferred tax liabilities $ (2,076 ) $ (2,076 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows (in thousands): Schedule of Supplemental Cash Flow Information Related to Leases 2021 2020 Year Ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 935 $ 1,356 Operating cash flows from financing leases 13 20 Financing cash flows from financing leases 20 26 Right-of-use assets obtained in exchange for lease obligations: Operating leases 213 1,047 Financing leases 39 - |
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): Schedule of Supplemental Balance Sheet Information Related to Leases 2021 2020 December 31, 2021 2020 Operating leases Right-of-use assets, net $ 2,372 $ 2,916 Right-of-use lease liabilities, current $ 801 $ 746 Right-of-use lease liabilities, noncurrent 1,941 2,514 Total operating lease liabilities $ 2,742 $ 3,260 Financing leases Right-of-use assets, net $ 36 $ - Property and equipment, gross $ 79 $ 79 Accumulated depreciation (79 ) (65 ) Property and equipment, net $ - $ 14 Lease liabilities, current $ 13 $ - Lease liabilities, noncurrent 23 - Total finance lease liabilities $ 36 $ - Other current liabilities $ 17 $ 16 Long-term liabilities 7 26 Total finance lease liabilities $ 24 $ 42 Weighted average remaining lease term Operating leases 3.5 4.2 Finance leases 2.2 2.4 Weighted average discount rate Operating leases 7.7 % 8.0 % Finance leases 5.7 % 10.0 % |
Schedule of Future Minimum Lease Commitments | Future minimum lease commitments are as follows (in thousands): Schedule of Future Minimum Lease Commitments Operating Leases Finance Leases Year Ending December 31, 2022 $ 1,042 $ 33 2023 583 22 2024 551 10 2025 532 - 2026 447 - Total lease payments $ 3,155 $ 65 Less imputed interest (413 ) (5 ) Total $ 2,742 $ 60 |
Enterprise-Wide Disclosures (Ta
Enterprise-Wide Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Enterprise-wide Disclosures | |
Schedule of Geographic Area Information | The following table presents consolidated revenues, including license fees, royalties, grant income, and other revenues, disaggregated by geography, based on the billing addresses of customers, or in the case of grant revenues based on where the governmental entities that fund the grant are located (in thousands). Schedule of Geographic Area Information Geographic Area 2021 2020 Year Ended December 31, Geographic Area 2021 2020 United States $ 3,895 $ 1,160 Foreign (1) 446 666 Total revenues $ 4,341 $ 1,826 (1) Foreign revenues are primarily generated from grants in Israel. The composition of Lineage’s long-lived assets, consisting of plant and equipment, net, between those in the United States and in foreign countries, as of December 31, 2021 and 2020, is set forth below (in thousands): 2021 2020 December 31, 2021 2020 Domestic $ 548 $ 1,035 Foreign (1) 4,324 4,595 Total $ 4,872 $ 5,630 (1) Assets in foreign countries principally include laboratory equipment and leasehold improvements in Israel. |
Schedule of Revenues Disaggregated by Source | The following table presents Lineage’s consolidated revenues disaggregated by source (in thousands). Schedule of Revenues Disaggregated by Source 2021 2020 Year Ended December 31, 2021 2020 REVENUES: Royalties $ 2,776 $ 773 Collaboration revenues 1,120 - Grant revenues 445 1,053 Total revenues $ 4,341 $ 1,826 |
Schedule of Sources of Revenues | The following table shows Lineage’s major sources of revenues, as a percentage of total revenues, that were recognized during the years ended December 31, 2021 and 2020: Schedule of Sources of Revenues Sources of Revenues 2021 2020 Year Ended December 31, Sources of Revenues 2021 2020 Royalties 63.9 % 42.3 % Collaboration revenues 25.8 % - % Grant revenues 10.3 % 57.7 % |
Selected Quarterly Financial _2
Selected Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Quarterly Financial Information | Schedule of Selected Quarterly Financial Information Year Ended December 31, 2021 First Quarter Second Quarter Third Quarter Fourth Quarter Revenues, net $ 391 512 2,270 1,168 Operating expenses 7,329 7,467 8,128 29,202 Loss from operations (7,050 ) (7,080 ) (6,843 ) (28,238 ) Net loss attributable to Lineage (1,416 ) (4,788 ) (7,823 ) (28,992 ) Basic net income (loss) per share $ (0.01 ) $ (0.03 ) $ (0.05 ) $ (0.17 ) Year Ended December 31, 2020 Revenues, net $ 514 386 571 355 Operating expenses 7,858 6,713 7,194 6,123 Loss from operations (7,438 ) (6,402 ) (6,725 ) (5,882 ) Net income (loss) attributable to Lineage (8,399 ) (6,522 ) (7,760 ) 2,032 Basic net income (loss) per share $ (0.06 ) $ (0.04 ) $ (0.05 ) $ 0.01 |
Schedule of Lineage_s Ownership
Schedule of Lineage’s Ownership of Outstanding Shares of its Subsidiaries (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Sep. 30, 2021 | ||
Asterias Biotherapeutics Inc [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Field of business description | [1] | Cell based therapeutics to treat neurological conditions and cancer | |
Noncontrolling interest, ownership percentage by parent | [1] | 100.00% | |
Cell Cure [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Field of business description | Manufacturing of Lineage’s cell replacement platform technology | ||
Noncontrolling interest, ownership percentage by parent | [2] | 99.00% | |
Es Cell International Pte Ltd [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Field of business description | [3] | Research and clinical grade cell lines | |
Noncontrolling interest, ownership percentage by parent | [3] | 100.00% | |
Orthocyte Corporation [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Field of business description | Research in orthopedic diseases and injuries | ||
Noncontrolling interest, ownership percentage by parent | 99.80% | ||
[1] | Asterias was acquired by Lineage in March 2019. | ||
[2] | Includes shares owned by Lineage and ESI. | ||
[3] | The operating activities and fields of business listed under these subsidiaries are conducted primarily by Lineage as the parent company. |
Organization, Basis of Presen_3
Organization, Basis of Presentation and Liquidity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 08, 2019 | Aug. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2022 | Dec. 21, 2021 | Mar. 05, 2021 | May 01, 2020 | Mar. 07, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Proceeds from sale of common shares | $ 30,865 | $ 5,127 | |||||||
Common stock, shares issued | 169,477,347 | 153,095,883 | |||||||
Retained earning accumulated deficit | $ 337,100 | ||||||||
Working capital | 64,400 | ||||||||
Shareholders' equity | 90,900 | ||||||||
Cash, cash equivalents and marketable equity securities | 58,400 | ||||||||
Subsequent Event [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Upfront payment | $ 50,000 | ||||||||
Subsequent Event [Member] | Israeli Innovation Authority [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Upfront payment | 12,100 | ||||||||
Subsequent Event [Member] | Hadasit [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Upfront payment | $ 8,900 | ||||||||
Merger Consideration [Member] | Parent Company [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock-for-stock transaction | 24,695,898 | ||||||||
Value of equity shares issued | $ 32,400 | ||||||||
Business combination purchase price consideration | $ 52,600 | ||||||||
Merger Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Ownership percentage | 38.00% | ||||||||
Sales Agreement [Member] | Parent Company [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Proceeds from sale of common shares | $ 35,900 | ||||||||
Shares authorized, value | $ 64,100 | $ 50,000 | |||||||
Common stock, shares issued | 14,908,735 | ||||||||
Sale of stock price per share | $ 2.41 | ||||||||
Sales Agreement [Member] | Parent Company [Member] | Common Stock [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Additional shares authorized, value | $ 25,000 | ||||||||
New Sales Agreement [Member] | Parent Company [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Proceeds from sale of common shares | $ 300 | ||||||||
Shares authorized, value | $ 64,100 | ||||||||
Common stock, shares issued | 108,200 | ||||||||
Sale of stock price per share | $ 2.55 | ||||||||
Available for sale securities | $ 63,900 | ||||||||
Juvenescence Limited [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Proceeds from debt security | $ 24,600 | ||||||||
Asterias [Member] | Merger Consideration [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock-for-stock transaction | $ 0.71 | ||||||||
Asterias [Member] | Merger Consideration [Member] | Restricted Stock [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock-for-stock transaction | 58,085 | ||||||||
Cantor Fitzgerald And Co Member [Member] | Two Thousand Seventeen Sales Agreement [Member] | Maximum [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Shares authorized, value | $ 25,000 | ||||||||
Onco Cyte Corporation and AgeX Therapeutics Inc [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Proceeds from sale of common shares | 10,100 | ||||||||
Roche Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Upfont payment received | 50,000 | ||||||||
Collaboration License Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Milestone payments | $ 620,000 |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Restricted stock units | 14,883 | 16,215 | |
Lineage Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Restricted stock units | [1] | 1,090 | |
Restricted Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Restricted stock units | [1] | 31 | 93 |
[1] | On February 11, 2022, the Board of Directors of Lineage, approved restricted stock unit awards for an aggregate of 694,424 |
Schedule of Antidilutive Secu_2
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) (Parenthetical) shares in Thousands | Feb. 11, 2022shares |
Restricted Stock Units [Member] | Collaborative Arrangement [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Restricted stock unit awards | 694,424 |
Schedule of Reconciliation of C
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 55,742 | $ 32,585 | |
Restricted cash included in deposits and other long-term assets (see Note 14) | 535 | 520 | |
Restricted cash included in prepaid expenses and other current assets (see Note 14) | 78 | ||
Total cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows | $ 56,277 | $ 33,183 | $ 10,096 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Apr. 16, 2021 | Dec. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Deferred Revenue | [1],[2] | $ 50,500,000 | |||
[custom:AccountsReceivablesAmounted-0] | 50,640,000 | 4,000 | |||
[custom:AccountsReceivablesAmountedGrants-0] | 200,000 | 61,000 | |||
Allowance for Doubtful Accounts, Premiums and Other Receivables | 74,000 | 44,000 | |||
Money Market Funds, at Carrying Value | 52,300,000 | 28,800,000 | |||
Foreign currency translation adjustments, net of tax | $ 1,544,000 | $ 2,986,000 | |||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 10 years | ||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||
Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||
Collaborative Arrangement [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Deferred Revenue | $ 100,000 | ||||
Collaborative Arrangement [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Deferred Revenue | $ 800,000 | ||||
Deferred Revenue, Revenue Recognized | 800,000 | ||||
Collaborative Arrangement [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Deferred Revenue | 49,700,000 | ||||
Deferred Revenue, Revenue Recognized | $ 300,000 | ||||
Immunomic Therapeutics Inc [Member] | Collaborative Arrangement [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Upfront licensing fees | $ 2,000,000 | $ 50,000,000 | |||
Immunomic Therapeutics Inc [Member] | Collaborative Arrangement [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Upfront licensing fees | $ 67,000,000 | $ 620,000,000 | |||
Royalty percentage | 10.00% | ||||
[1] | Excludes government grants as Lineage has determined government grants are outside the scope of ASU 2014-09 - Revenue from Contracts with Customers (Topic 606). | ||||
[2] | Increase in accounts receivable due to accrual of $ 50.0 |
Schedule of Disaggregated Reven
Schedule of Disaggregated Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||||||||
Total revenues under collaborative agreements | $ 1,120 | |||||||||
Grant revenue | 445 | 1,053 | ||||||||
Total revenues | $ 1,168 | $ 2,270 | $ 512 | $ 391 | $ 355 | $ 571 | $ 386 | $ 514 | 4,341 | 1,826 |
Israel Innovation Authority [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Grant revenue | 445 | 666 | ||||||||
National Institutes Health [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Grant revenue | 387 | |||||||||
Royalty [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total revenues under collaborative agreements | 2,776 | 773 | ||||||||
Upfront License Fees [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total revenues under collaborative agreements | 452 | |||||||||
Event Based Development Milestones [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total revenues under collaborative agreements | 123 | |||||||||
Reimbursements Cost Sharing Payments [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total revenues under collaborative agreements | $ 545 |
Schedule of Contract With Custo
Schedule of Contract With Customer Asset and Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Accounts receivable and other receivable, net | [1],[2] | $ 50,640 | $ 242 |
Deferred revenue | [1],[2] | $ 50,500 | |
[1] | Excludes government grants as Lineage has determined government grants are outside the scope of ASU 2014-09 - Revenue from Contracts with Customers (Topic 606). | ||
[2] | Increase in accounts receivable due to accrual of $ 50.0 |
Schedule of Contract With Cus_2
Schedule of Contract With Customer Asset and Liability (Details) (Paranthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Roche Agreement [Member] | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Upfront payment received | $ 50 |
Schedule of Collaboration Agree
Schedule of Collaboration Agreements (Details) $ in Thousands | Dec. 31, 2021USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 53,220 | |
Development [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 500 | [1] |
Reimbursements [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 2,220 | [2] |
Unfront [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 50,500 | [3] |
Immunomic Therapeutics [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 3,220 | [4] |
Immunomic Therapeutics [Member] | Upfront [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 500 | [3],[4] |
Immunomic Therapeutics [Member] | Development [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 500 | [1],[4] |
Immunomic Therapeutics [Member] | Reimbursements [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 2,220 | [2],[4] |
Roche [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 50,000 | [5] |
Roche [Member] | Upfront [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 50,000 | [3],[5] |
Roche [Member] | Development [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | [1],[5] | |
Roche [Member] | Reimbursements [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | [2],[5] | |
[1] | Event-based development and regulatory milestones amounts. | |
[2] | Reimbursements and costs-sharing payments. | |
[3] | Upfront license fees. | |
[4] | Regarding the accounting treatment for the collaborative agreement, the license and related development deliverables were determined to be highly interdependent and interrelated and have been combined as one performance obligation. Delivery is determined to be over time and revenue will be recognized utilizing an input method of costs incurred over total estimated costs in the work plan. The regulatory milestones are variable consideration that are fully constrained until the uncertainty of each milestone has been resolved. Sales-based milestones and royalties are variable consideration that will not be included in the transaction price until the related commercialization and sales have occurred. The cost reimbursements are considered variable consideration and are included in the transaction price. Revenues related to the cost reimbursements are presented gross on the consolidated statement of operations instead of a reduction to the costs being reimbursed. We currently estimate the unsatisfied performance obligations within the contract to be completed by December 31, 2022. | |
[5] | Regarding the accounting treatment for the collaborative agreement, the license, technology transfer and related clinical deliverables were determined to be highly interdependent and interrelated and have been combined as one performance obligation. Delivery is determined to be over time and revenue will be recognized utilizing an input method of costs incurred over total estimated costs to complete the performance obligation. A material customer option for additional goods and services was included in the transaction price, and $ 12.0 |
Schedule of Collaboration Agr_2
Schedule of Collaboration Agreements (Details (Paranthetical) $ in Millions | Dec. 31, 2021USD ($) |
Revenue from Contract with Customer [Abstract] | |
Transaction price | $ 12 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Total revenues | $ 1,168 | $ 2,270 | $ 512 | $ 391 | $ 355 | $ 571 | $ 386 | $ 514 | $ 4,341 | $ 1,826 | |
Deferred revenue | [1],[2] | 50,500 | 50,500 | ||||||||
Contract with Customer, Liability, Current | 52,100 | 52,100 | |||||||||
Deferred Revenue, Current | 18,119 | 193 | 18,119 | 193 | |||||||
[custom:DeferredRevenueUnfulfilledCommitments-0] | 1,700 | 1,700 | |||||||||
[custom:ExpectedDeferredRevenueNoncurrent-0] | 18,000 | 18,000 | |||||||||
Licensing Agreements [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Total revenues | 1,100 | ||||||||||
Collaborative Arrangement [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Total revenues | 100 | ||||||||||
Deferred revenue | $ 100 | $ 100 | |||||||||
Unfulfilled Commitment [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Contract with Customer, Liability, Current | 800 | 800 | |||||||||
Deferred Revenue, Current | $ 49,700 | $ 49,700 | |||||||||
[1] | Excludes government grants as Lineage has determined government grants are outside the scope of ASU 2014-09 - Revenue from Contracts with Customers (Topic 606). | ||||||||||
[2] | Increase in accounts receivable due to accrual of $ 50.0 |
Marketable Equity Securities (D
Marketable Equity Securities (Details Narrative) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
OncoCyte Corporation [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Investment Owned, Balance, Shares | 1.1 | 3.6 |
Investment Owned, at Fair Value | $ 2.4 | $ 8.7 |
Share Price | $ 2.17 | $ 2.39 |
Equity Method Investment, Realized Gain (Loss) on Disposal | $ 6 | $ 3.1 |
Marketable Securities, Unrealized Gain (Loss) | $ 2.2 | 2.5 |
AgeX Therapeutics Inc [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investment, Realized Gain (Loss) on Disposal | 0.8 | |
Marketable Securities, Unrealized Gain (Loss) | $ 1.3 |
Sale of Significant Ownership_2
Sale of Significant Ownership Interest in AgeX to Juvenescence Limited (Details Narrative) - Stock Purchase Agreement [Member] - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Nov. 02, 2018 | Aug. 30, 2018 |
Promissory Note [Member] | ||
Debt instrument interest rate | 7.00% | |
Debt instrument maturity date | Aug. 28, 2020 | |
Juvenescence Limited [Member] | ||
Number of shares sold | 14.4 | |
Sale of stock price per share | $ 3 | |
Purchase price of shares | $ 43.2 | |
Purchase price amount paid | $ 10.8 | |
Indemnity cap | 4.3 | |
Juvenescence Limited [Member] | Promissory Note [Member] | ||
Purchase price amount paid | 21.6 | |
Juvenescence Limited [Member] | Closing of Transaction [Member] | ||
Purchase price amount paid | $ 10.8 |
Schedule of Property and Equipm
Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation and amortization | $ (5,302) | $ (4,315) |
Property and equipment, net | 4,872 | 5,630 |
Equipment, Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,472 | 3,628 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,539 | 2,472 |
Right-of-Use Assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,163 | $ 3,845 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Financing leases related to property and equipment | $ 79,000 | $ 79,000 |
Depreciation, depletion and amortization | 663,000 | 823,000 |
Gain on sale of non-capitalized assets | 30,000 | 72,000 |
Proceeds from sale of equipment | 9,000 | 32,000 |
Gain (loss) on disposition of property plant equipment | 5,000 | 9,000 |
Write off of assets with remaining net book value | 29,000 | 156,000 |
Lineage Terminated Lease [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, right-of-use asset | $ 1,400,000 | |
Write off of assets with remaining net book value | $ 104,000 |
Schedule of Goodwill and Intang
Schedule of Goodwill and Intangible Assets, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | [1] | $ 10,672 | $ 10,672 |
Total intangible assets | 66,143 | 66,143 | |
Accumulated amortization | [2] | (19,321) | (19,111) |
Intangible assets, net | 46,822 | 47,032 | |
IPR&D - OPC1 [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible assets | [3] | 31,700 | 31,700 |
IPR&D - VAC2 [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible assets | [3] | 14,840 | 14,840 |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible assets | 18,953 | 18,953 | |
Royalty Contracts [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible assets | [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. | ||
[2] | As of December 31, 2021 the acquired patents were fully amortized and the acquired royalty contracts had a remaining unamortized balance of $ 282,000 | ||
[3] | Asterias had two IPR&D intangible assets that were valued at $ 46.5 31.7 14.8 | ||
[4] | Asterias had royalty cash flows under certain specific patent families that Asterias previously acquired from Geron Corporation (“Geron”). The Geron patents are expected to continue to generate revenue and are not used in the OPC1 or the VAC platform, these patents are considered to be separate long-lived intangible assets under ASC 805. |
Schedule of Goodwill and Inta_2
Schedule of Goodwill and Intangible Assets, Net (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets acquired | $ 46,500,000 | ||
Fair value of intangible assets | 66,143,000 | $ 66,143,000 | |
Unamortized remaining balance | 282,000 | ||
IPR&D - OPC1 [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Fair value of intangible assets | [1] | 31,700,000 | 31,700,000 |
IPR&D - VAC2 [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Fair value of intangible assets | [1] | $ 14,840,000 | $ 14,840,000 |
[1] | Asterias had two IPR&D intangible assets that were valued at $ 46.5 31.7 14.8 |
Schedule of Intangible Assets F
Schedule of Intangible Assets Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 130 |
2023 | 130 |
2024 | 22 |
Total | $ 282 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 210 | $ 1,216 |
Research and Development Expense [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 200 | $ 1,200 |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period of intangible assets | 5 years | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period of intangible assets | 10 years |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 3,543 | $ 2,611 | |
Accrued compensation | 2,162 | 1,959 | |
Accrued Liabilities, Current | [1] | 22,086 | 1,711 |
PPP loan payable | 523 | ||
Other current liabilities | 178 | 9 | |
Total | $ 27,969 | $ 6,813 | |
[1] | Includes $ 21.0 . |
Schedule of Accounts Payable _2
Schedule of Accounts Payable and Accrued Liabilities (Details) (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Payables and Accruals [Abstract] | |
Royalty and redemption fee | $ 21 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details Narrative) - Paycheck Protection Program [Member] - Axos Bank [Member] | 1 Months Ended |
Apr. 30, 2020USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Proceeds from Loans | $ 523,000 |
Percentage of non payroll costs | 40.00% |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | $ 174,545 | $ 107,949 |
Liabilities | 83,647 | 12,822 |
Cash and Cash Equivalents [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 55,742 | 32,585 |
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 55,742 | 32,585 |
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | ||
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | ||
Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 2,616 | 8,977 |
Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 2,616 | 8,977 |
Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | ||
Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | ||
Lineage Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 1 | |
Lineage Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | ||
Lineage Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | ||
Lineage Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 1 | |
Cell Cure Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 227 | 437 |
Cell Cure Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | ||
Cell Cure Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | ||
Cell Cure Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 227 | $ 437 |
Schedule of Changes In Fair Val
Schedule of Changes In Fair Value (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance as of December 31, 2020 | $ 438 |
Change in fair value and other adjustments | (210) |
Expiration of warrants | (1) |
Balance as of December 31, 2021 | 227 |
Cell Cure Warrants [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance as of December 31, 2020 | 437 |
Change in fair value and other adjustments | (210) |
Expiration of warrants | |
Balance as of December 31, 2021 | 227 |
Lineage Warrants [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance as of December 31, 2020 | 1 |
Change in fair value and other adjustments | |
Expiration of warrants | (1) |
Balance as of December 31, 2021 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Jan. 31, 2020shares | Jun. 30, 2021 | Dec. 31, 2021USD ($)ft² | |
Broadwood Partners, L.P [Member] | |||
Number of shares issued | shares | 623,090 | ||
Broadwood Partners, L.P [Member] | Neal Bradsher [Member] | |||
Legal Fees | $ 593,782 | ||
Office space in New York City [Member] | |||
Payments for Rent | $ 5,050 | ||
Area of Real Estate Property | ft² | 900 | ||
Lease expiration date | March 2021 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | Oct. 20, 2020 | Dec. 31, 2021 | Jul. 31, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 21, 2021 | Sep. 30, 2021 | Mar. 05, 2021 | May 01, 2020 |
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | ||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | ||||||
Common Stock Shares Issued | 169,477,347 | 169,477,347 | 153,095,883 | ||||||
Common stock, outstanding | 169,477,347 | 169,477,347 | 153,095,883 | ||||||
Proceeds from Issuance of Common Stock | $ 30,865,000 | $ 5,127,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 11,738 | ||||||||
Hadasit Bio-Holdings Ltd. [Member] | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 24,566 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 40.5359 | ||||||||
Warrants And Rights Outstanding Maturity Date1 | July 2022 | ||||||||
Asterias Biotherapeutics Inc [Member] | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,089,900 | 1,089,900 | |||||||
Warrants exercisable term | 30 days | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6.15 | $ 6.15 | |||||||
Warrants and Rights Outstanding, Maturity Date | May 13, 2021 | May 13, 2021 | |||||||
Consultants [Member] | Cell Cure Warrants [Member] | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 13,738 | 13,738 | |||||||
Remaining Warrants [Member] | Hadasit Bio-Holdings Ltd. [Member] | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 40 | $ 40 | |||||||
Remaining Warrants [Member] | Consultants [Member] | Cell Cure Warrants [Member] | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,000 | ||||||||
Other Income | $ 44,000 | ||||||||
Parent Company [Member] | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Non Cash Gain and loss | 200,000 | 200,000 | |||||||
Amortization Premium | $ 200,000 | $ 400,000 | |||||||
Maximum [Member] | Consultants [Member] | Cell Cure Warrants [Member] | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 40 | $ 40 | |||||||
Minimum [Member] | Consultants [Member] | Cell Cure Warrants [Member] | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 32.02 | $ 32.02 | |||||||
Sales Agreement [Member] | Parent Company [Member] | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Common Stock Shares Issued | 14,908,735 | 14,908,735 | |||||||
Shares authorized, value | $ 64,100,000 | $ 50,000,000 | |||||||
Sale of Stock, Price Per Share | $ 2.41 | $ 2.41 | |||||||
Proceeds from Issuance of Common Stock | $ 35,900,000 | ||||||||
Sales Agreement [Member] | Parent Company [Member] | Common Stock [Member] | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Additional shares authorized, value | $ 25,000,000 | ||||||||
New Sales Agreement [Member] | Parent Company [Member] | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Common Stock Shares Issued | 108,200 | 108,200 | |||||||
Shares authorized, value | $ 64,100,000 | ||||||||
Sale of Stock, Price Per Share | $ 2.55 | $ 2.55 | |||||||
Proceeds from Issuance of Common Stock | $ 300,000 | ||||||||
Stock Issued During Period Value Issues New Sale | $ 63,900,000 | ||||||||
Lineage [Member] | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Common Stock Shares Issued | 40,000 | 40,000 | 47,000 | ||||||
Cantor Fitzgerald And Co Member [Member] | Two Thousand Seventeen Sales Agreement [Member] | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Sales Commission Percentage Of Gross Proceeds | 3.00% | ||||||||
Cantor Fitzgerald And Co Member [Member] | Two Thousand Seventeen Sales Agreement [Member] | Maximum [Member] | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Shares authorized, value | $ 25,000,000 | ||||||||
Cantor Fitzgerald And Co Member [Member] | Sales Agreement [Member] | Parent Company [Member] | Controlled Equity Offering [Member] | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Common Stock Shares Issued | 14,908,735 | 14,908,735 | |||||||
Sale of Stock, Price Per Share | $ 2.41 | $ 2.41 | |||||||
Proceeds from Issuance of Common Stock | $ 35,900,000 |
Schedule of Share-based Compens
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Option Plan of 2012 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options Outstanding, Beginning balance | 15,865 | 14,710 |
Number of RSUs Outstanding, Beginning balance | 93 | 166 |
Weighted Average Exercise Price of Options Outstanding, beginning balance | $ 1.57 | $ 2.17 |
Number of Options Outstanding, Options granted | 6,245 | 5,256 |
Number of RSUs Outstanding, Options granted | ||
Weighted Average Exercise Price of Options Outstanding, Options granted | $ 2.50 | $ 0.71 |
Number of Options Outstanding, Options forfeited | (3,146) | (4,101) |
Number of RSUs Outstanding, Options forfeited | ||
Weighted Average Exercise Price of Options Outstanding, Options forfeited | $ 1.99 | $ 2.61 |
Number of Options Outstanding, Restricted stock units vested | ||
Number of RSUs Outstanding, Restricted stock units vested | (62) | (73) |
Weighted Average Exercise Price of Options, Restricted stock units vested | ||
Number of Options Outstanding, Options exercised | (4,321) | |
Number of RSUs Outstanding, Options exercised | ||
Weighted Average Exercise Price of Options, Options exercised | $ 1.72 | |
Number of Options Outstanding, Beginning balance | 14,643 | 15,865 |
Number of RSUs Outstanding, Beginning balance | 31 | 93 |
Weighted Average Exercise Price of Options Outstanding, beginning balance | $ 1.84 | $ 1.57 |
Number of Options Outstanding, Options exercisable | 6,391 | |
Weighted Average Exercise Price of Options Outstanding, Options exercisable | $ 1.68 | |
Number of Options Outstanding, Options forfeited | 3,146 | 4,101 |
Asterias 2013 Equity Incentive Plan [Member] | Asterias Biotherapeutics Inc [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options Outstanding, Beginning balance | 350 | 350 |
Number of RSUs Outstanding, Beginning balance | ||
Weighted Average Exercise Price of Options Outstanding, beginning balance | $ 1.57 | $ 1.57 |
Number of Options Outstanding, Options granted | ||
Number of RSUs Outstanding, Options granted | ||
Weighted Average Exercise Price of Options Outstanding, Options granted | ||
Number of Options Outstanding, Options forfeited | (109) | |
Number of RSUs Outstanding, Options forfeited | ||
Weighted Average Exercise Price of Options Outstanding, Options forfeited | $ 1.57 | |
Number of Options Outstanding, Beginning balance | 241 | 350 |
Number of RSUs Outstanding, Beginning balance | ||
Weighted Average Exercise Price of Options Outstanding, beginning balance | $ 1.57 | $ 1.57 |
Number of Options Outstanding, Options exercisable | 241 | |
Weighted Average Exercise Price of Options Outstanding, Options exercisable | $ 1.57 | |
Number of Options Outstanding, Options forfeited | 109 |
Schedule of Weighted Average As
Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options (Details) - 2012 Plan [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years) | 6 years 2 months 12 days | 6 years 2 months 12 days |
Risk-free interest rates | 1.00% | 0.80% |
Volatility | 73.20% | 67.70% |
Dividend yield |
Schedule of Stock Based Compens
Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 3,519 | $ 2,227 |
Research and Development Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 833 | 464 |
General and Administrative Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 2,686 | $ 1,763 |
Stock-Based Awards (Details Nar
Stock-Based Awards (Details Narrative) - USD ($) | Feb. 11, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 13, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of restricted stock units | $ (54,000) | $ (27,000) | ||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Noncash stock-based compensation expense | $ 100,000 | $ 100,000 | ||
Two Thousand Twenty One Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares to be issued | 15,000,000 | |||
Number of shares to be issued, granted | 16,382,385 | |||
Two Thousand Twenty One Equity Incentive Plan [Member] | Subsequent Event [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of restricted stock units | $ 694,424 | |||
2012 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average fair value of stock option awards granted | $ 1.62 | $ 0.43 | ||
2012 Equity Incentive Plan [Member] | Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee withholding taxes in exchange vesting restricted stock units | $ 54,000 | $ 27,000 | ||
Employee withholding taxes in exchange vesting restricted stock units, shares | 21,000 | 26,000 | ||
2012 Equity Incentive Plan [Member] | Subsequent Event [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average fair value of stock option awards granted | $ 1.50 | |||
2012 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding,weighted-average remaining contractual term | 7 years 3 months 18 days | |||
Options exercisable,weighted-average remaining contractual term | 5 years 3 months 18 days | |||
Options outstanding,intrinsic value | $ 9,600,000 | |||
Options exercisable,intrinsic value | $ 5,200,000 | |||
Asterias 2013 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding,weighted-average remaining contractual term | 3 months 18 days | |||
Options outstanding,intrinsic value | $ 212,000 | |||
Options exercisable,intrinsic value | 212,000 | |||
Lineage's 2002 Plan and 2012 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation costs related to unvested stock options | $ 8,500,000 | |||
Expected recognized expense over weighted average period | 2 years 6 months |
Schedule of Income before Incom
Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Loss before net income tax benefit | $ (43,270) | $ (21,924) |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Loss before net income tax benefit | (16,998) | (17,500) |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Loss before net income tax benefit | $ (26,272) | $ (4,424) |
Schedule of Income Tax Rate Rec
Schedule of Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Computed tax benefit at federal statutory rate | 21.00% | 21.00% |
Research and development and other credits | 1.00% | 1.00% |
Permanent differences | (1.00%) | |
Change in valuation allowance | (16.00%) | (17.00%) |
State tax benefit | 8.00% | 3.00% |
GILTI inclusion | (12.00%) | |
Foreign rate differential and other | (1.00%) | (2.00%) |
Income tax benefit | 6.00% |
Schedule of Components of Defer
Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 68,766 | $ 63,941 |
Research and development and other credits | 9,466 | 8,878 |
Patents and licenses | 1,403 | 1,178 |
Stock options | 1,717 | 2,131 |
Operating lease liability | 134 | 242 |
Other | 1,608 | 1,523 |
Total deferred tax assets | 83,094 | 77,893 |
Valuation allowance | (70,967) | (64,069) |
Deferred assets, net of valuation allowance | 12,127 | 13,824 |
Operating lease ROU assets | (115) | (215) |
Intangibles | (13,299) | (13,226) |
Equity method investments and marketable securities at fair value | (789) | (2,459) |
Total deferred tax liabilities | (14,203) | (15,900) |
Net deferred tax liabilities | $ (2,076) | $ (2,076) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Dec. 17, 2021USD ($) | Aug. 05, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Operating Loss Carryforwards [Line Items] | ||||
Deferred income tax (expenses) benefit | $ 0 | $ 1,200,000 | ||
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | $ 155,600,000 | |||
Upfrount payment | $ 50,000,000 | |||
Tax Cuts and Jobs Act, Measurement Period Adjustment, Increase (Decrease) in Effective Tax Rate | 50 | |||
Tax Cuts and Jobs Act, Measurement Period Adjustment, Income Tax Expense (Benefit) | $ 24,800,000 | |||
Net operating loss carryforwards change in ownership control | 50.00% | |||
Cell Cure [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Gain on transaction | $ 31,700,000 | |||
Foreign Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 60,200,000 | |||
Increase in NOL carryover | $ 3,600,000 | |||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 151,800,000 | |||
Tax Credit Carryforward, Amount | 3,700,000 | |||
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax Credit Carryforward, Amount | $ 5,800,000 | |||
Tax Credit Carryforward, Limitations on Use | the credits generated each year have a carryforward period of 20 years | |||
Warrants value included in long term liabilities | between 2021 and 2041 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash flows from operating leases | $ 935 | $ 1,356 |
Operating cash flows from financing leases | 13 | 20 |
Financing cash flows from financing leases | 20 | 26 |
Operating leases | 213 | 1,047 |
Financing leases | $ 39 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | ||
Right-of-use lease liabilities, current | $ 801 | $ 746 |
Right-of-use lease liabilities, noncurrent | 1,941 | 2,514 |
Total finance lease liabilities | 36 | |
Property and equipment, gross | 79 | 79 |
Accumulated depreciation | (79) | (65) |
Property and equipment, net | 14 | |
Lease liabilities, current | 13 | |
Lease liabilities, noncurrent | 23 | |
Other current liabilities | 30 | 16 |
Long-term liabilities | $ 30 | $ 26 |
Operating Lease, Weighted Average Remaining Lease Term | 3 years 6 months | 4 years 2 months 12 days |
Finance Lease, Weighted Average Remaining Lease Term | 2 years 2 months 12 days | 2 years 4 months 24 days |
Weighted average discount rate Operating leases | 7.70% | 8.00% |
Weighted average discount rate Finance leases | 5.70% | 10.00% |
Operating Lease Liability [Member] | ||
Loss Contingencies [Line Items] | ||
Right-of-use assets, net | $ 2,372 | $ 2,916 |
Right-of-use lease liabilities, current | 801 | 746 |
Right-of-use lease liabilities, noncurrent | 1,941 | 2,514 |
Total operating lease liabilities | 2,742 | 3,260 |
Finance Lease Liability [Member] | ||
Loss Contingencies [Line Items] | ||
Other current liabilities | 17 | 16 |
Long-term liabilities | 7 | 26 |
Total finance lease liabilities | $ 24 | $ 42 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Commitments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Lease Liability [Member] | ||
Loss Contingencies [Line Items] | ||
2021 | $ 1,042 | |
2022 | 583 | |
2023 | 551 | |
2024 | 532 | |
2025 | 447 | |
Total lease payments | 3,155 | |
Less imputed interest | (413) | |
Total | 2,742 | $ 3,260 |
Finance Lease Liability [Member] | ||
Loss Contingencies [Line Items] | ||
2021 | 33 | |
2022 | 22 | |
2023 | 10 | |
2024 | ||
2025 | ||
Total lease payments | 65 | |
Less imputed interest | (5) | |
Total | $ 60 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Dec. 17, 2021USD ($) | Nov. 30, 2021USD ($)ft²m² | Nov. 30, 2021ILS (₪)ft²m² | Nov. 01, 2021USD ($) | Nov. 01, 2021ILS (₪) | Sep. 11, 2020USD ($)ft² | May 06, 2020USD ($) | May 06, 2020GBP (£) | Jan. 28, 2019USD ($) | Jan. 28, 2019ILS (₪) | Jan. 05, 2019USD ($) | Apr. 02, 2018USD ($) | Apr. 02, 2018ILS (₪) | Jan. 28, 2018ft²m² | Jan. 31, 2022USD ($) | Apr. 30, 2021GBP (£) | Feb. 28, 2021USD ($) | Jan. 31, 2021GBP (£) | Nov. 30, 2020USD ($) | Sep. 30, 2020GBP (£) | Feb. 29, 2020USD ($) | Jan. 31, 2020USD ($) | Aug. 31, 2019USD ($) | May 31, 2019ft² | Jan. 31, 2019USD ($) | Dec. 31, 2015ft² | Sep. 30, 2020USD ($) | Dec. 31, 2021USD ($)ft²m² | Dec. 31, 2019USD ($) | Dec. 31, 2021ILS (₪)ft²m² | Aug. 01, 2020USD ($)ft² | Apr. 30, 2020USD ($)ft² | Feb. 02, 2020USD ($) | Jan. 24, 2019USD ($) | Dec. 31, 2018USD ($) |
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Advance upfront payment | $ 50,000,000 | ||||||||||||||||||||||||||||||||||
Additional payment received for development | $ 620,000,000 | ||||||||||||||||||||||||||||||||||
Percentage of grants awarded expenditures | 50.00% | ||||||||||||||||||||||||||||||||||
Percentage of upfront payment | 24.30% | ||||||||||||||||||||||||||||||||||
Access fees payable | $ 2,500,000 | ||||||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Minimum annual maintenance fees | $ 30,000 | ||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Advance upfront payment | $ 12,100,000 | ||||||||||||||||||||||||||||||||||
Second Amended and Restated License Agreement [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Description of sublicensing fees | sublicensing fee of 21.5% of the upfront payment (subject to certain reductions) and any milestone payments, and up to 50% of all royalty payments (subject to a maximum payment of 5% of net sales of products) | ||||||||||||||||||||||||||||||||||
ITI Collaboration Agreement [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Budgetary commitment amount | $ 2,200,000 | ||||||||||||||||||||||||||||||||||
GBP [Member] | License Agreement [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Agreed signature fee amount | $ 1,600,000 | £ 1,250,000 | £ 250,000 | £ 500,000 | £ 500,000 | ||||||||||||||||||||||||||||||
Clinical regulatory milestone | £ | 8,000,000 | ||||||||||||||||||||||||||||||||||
Sales related milestones | £ | £ 22,500,000 | ||||||||||||||||||||||||||||||||||
Cell Cure [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Rentable area | ft² | 1,432 | 1,432 | 10,054 | ||||||||||||||||||||||||||||||||
Lease area | m² | 133 | 133 | 934 | ||||||||||||||||||||||||||||||||
Lease, renewal term | one five year and one approximate three-year extension options | one five year and one approximate three-year extension options | two five-year extension options | ||||||||||||||||||||||||||||||||
Base rent and construction allowance per month | $ 3,757 | $ 3,951 | $ 26,000 | ||||||||||||||||||||||||||||||||
Cell Cure [Member] | NIS [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Base rent and construction allowance per month | ₪ | ₪ 11,880 | ₪ 12,494 | ₪ 93,827 | ||||||||||||||||||||||||||||||||
Office space in New York City [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Rentable area | ft² | 900 | 900 | |||||||||||||||||||||||||||||||||
Base rent | $ 5,050 | ||||||||||||||||||||||||||||||||||
Industrial Microbes, Inc [Member] | Alameda Sublease [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Base rent | $ 28,000 | ||||||||||||||||||||||||||||||||||
Base rent increase rate | 3.00% | ||||||||||||||||||||||||||||||||||
Lease area | ft² | 10,000 | ||||||||||||||||||||||||||||||||||
IIA Cap [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Commitment amount | 102,700,000 | ||||||||||||||||||||||||||||||||||
Roche [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Advance upfront payment | 50,000,000 | ||||||||||||||||||||||||||||||||||
Hadasit [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Advance upfront payment | 8,900,000 | ||||||||||||||||||||||||||||||||||
[custom:ReducedPaymentCommitmentAmount] | 1,900,000 | ||||||||||||||||||||||||||||||||||
Budgetary commitment amount | $ 8,600,000 | ||||||||||||||||||||||||||||||||||
Other Commitments, Description | Lineage is required to pay Hadasit 21.5% of any portion of the commitment not incurred within five years after the execution of the Agreement | ||||||||||||||||||||||||||||||||||
Orbit Biomedical Limited [Member] | Research and Option Agreement [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Access fees payable | $ 2,500,000 | ||||||||||||||||||||||||||||||||||
Access fees | $ 1,250,000 | $ 1,250,000 | |||||||||||||||||||||||||||||||||
Gyroscope Therapeutics Limited [Member] | Second Amendment [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Agreed signature fee amount | $ 500,000 | ||||||||||||||||||||||||||||||||||
Extension fees | $ 300,000 | ||||||||||||||||||||||||||||||||||
Gyroscope Therapeutics Limited [Member] | Third Amendment [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Agreed signature fee amount | $ 500,000 | ||||||||||||||||||||||||||||||||||
Gyroscope Therapeutics Limited [Member] | Upon Signing [Member] | Second Amendment [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Extension fees | $ 200,000 | ||||||||||||||||||||||||||||||||||
Future Years [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Minimum annual maintenance fees | 60,000 | ||||||||||||||||||||||||||||||||||
Carlsbad Lease [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Rentable area | ft² | 8,841 | ||||||||||||||||||||||||||||||||||
Lease commencement date | Aug. 1, 2019 | ||||||||||||||||||||||||||||||||||
Base rent | $ 23,959 | ||||||||||||||||||||||||||||||||||
Base rent increase rate | 3.00% | ||||||||||||||||||||||||||||||||||
Lease expiration date | Aug. 1, 2022 | ||||||||||||||||||||||||||||||||||
Security deposit | $ 17,850 | ||||||||||||||||||||||||||||||||||
Carlsbad Lease [Member] | First Twenty-Four Months [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Rentable area | ft² | 7,000 | ||||||||||||||||||||||||||||||||||
Merger Agreement [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Base rent | $ 14,592 | $ 72,676 | |||||||||||||||||||||||||||||||||
Base rent increase rate | 3.00% | 3.00% | |||||||||||||||||||||||||||||||||
Security deposit | $ 16,000 | $ 424,000 | |||||||||||||||||||||||||||||||||
Number of buildings for lease | two buildings | ||||||||||||||||||||||||||||||||||
Security deposit reduction in value | $ 78,000 | ||||||||||||||||||||||||||||||||||
Termination fees | 130,000 | ||||||||||||||||||||||||||||||||||
Reduction of contractual obligations | $ 780,000 | ||||||||||||||||||||||||||||||||||
Thousand Ten Atlantic Premises [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Rentable area | ft² | 2,432 | 22,303 | |||||||||||||||||||||||||||||||||
Lease commencement date | Oct. 1, 2020 | ||||||||||||||||||||||||||||||||||
Lease expiration date | Jan. 31, 2023 | ||||||||||||||||||||||||||||||||||
Thousand Twenty Atlantic Premises [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Rentable area | ft² | 8,492 | ||||||||||||||||||||||||||||||||||
Industrial Microbes Sublease [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Security deposit | $ 56,000 | ||||||||||||||||||||||||||||||||||
Termination fees | $ 30,000 | ||||||||||||||||||||||||||||||||||
Rental income received | $ 119,000 | ||||||||||||||||||||||||||||||||||
Proceeds from Construction in Progress | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Construction allowances of leasehold improvements | $ 1,100,000 | ||||||||||||||||||||||||||||||||||
Proceeds from Construction in Progress | NIS [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Base rent | ₪ | ₪ 39,776 | ||||||||||||||||||||||||||||||||||
Construction allowances of leasehold improvements | ₪ | ₪ 4,000,000 | ||||||||||||||||||||||||||||||||||
Proceeds from Construction in Progress | December 31, 2018 Exchange Rate [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Base rent | $ 12,200 | ||||||||||||||||||||||||||||||||||
Proceeds from Construction in Progress | Cell Cure [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Rentable area | ft² | 7,842 | 7,842 | |||||||||||||||||||||||||||||||||
Lease expiration date | Dec. 31, 2025 | Dec. 31, 2025 | Dec. 31, 2025 | Dec. 31, 2025 | |||||||||||||||||||||||||||||||
Lease area | m² | 728.5 | 728.5 | |||||||||||||||||||||||||||||||||
Lease, renewal term | option to extend the lease for five years | ||||||||||||||||||||||||||||||||||
January 2018 Lease [Member] | |||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||
Deposit | $ 420,000 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Safe harbour contribution, maximum contribution percentage | 5.00% | |
Expenses related to safe harbor contribution | $ 164,000 | $ 149,000 |
Segment Information (Details Na
Segment Information (Details Narrative) | 12 Months Ended |
Dec. 31, 2021Subsidiary | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Schedule of Geographic Area Inf
Schedule of Geographic Area Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Total revenues | $ 4,341 | $ 1,826 | |
Total | 4,872 | 5,630 | |
UNITED STATES | |||
Total revenues | 3,895 | 1,160 | |
Total | 548 | 1,035 | |
Foreign [Member] | |||
Total revenues | [1] | 446 | 666 |
Total | [2] | $ 4,324 | $ 4,595 |
[1] | Foreign revenues are primarily generated from grants in Israel. | ||
[2] | Assets in foreign countries principally include laboratory equipment and leasehold improvements in Israel. |
Schedule of Revenues Disaggrega
Schedule of Revenues Disaggregated by Source (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenues | $ 4,341 | $ 1,826 |
Royalties [Member] | ||
Total revenues | 2,776 | 773 |
Collaboration Revenues [Member] | ||
Total revenues | 1,120 | |
Grant Revenues [Member] | ||
Total revenues | $ 445 | $ 1,053 |
Schedule of Sources of Revenues
Schedule of Sources of Revenues (Details) - Revenue Benchmark [Member] - Revenue from Rights Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Royalties [Member] | ||
Product Information [Line Items] | ||
Grant revenues | 63.90% | 42.30% |
Collaboration Revenues [Member] | ||
Product Information [Line Items] | ||
Grant revenues | 25.80% | |
Grant Revenues [Member] | ||
Product Information [Line Items] | ||
Grant revenues | 10.30% | 57.70% |
Enterprise-Wide Disclosures (De
Enterprise-Wide Disclosures (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense and Other Assets, Current | $ 2,351 | $ 2,433 |
ATM Shares [Member] | ||
Prepaid Expense and Other Assets, Current | 200 | |
Royalties From Product Sales and License Fees [Member] | ||
Prepaid Expense and Other Assets, Current | $ 100 |
Schedule of Selected Quarterly
Schedule of Selected Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Revenues, net | $ 1,168 | $ 2,270 | $ 512 | $ 391 | $ 355 | $ 571 | $ 386 | $ 514 | $ 4,341 | $ 1,826 |
Operating expenses | 29,202 | 8,128 | 7,467 | 7,329 | 6,123 | 7,194 | 6,713 | 7,858 | 52,126 | 27,888 |
Loss from operations | (28,238) | (6,843) | (7,080) | (7,050) | (5,882) | (6,725) | (6,402) | (7,438) | (49,211) | (26,447) |
Net income (loss) attributable to Lineage | $ (28,992) | $ (7,823) | $ (4,788) | $ (1,416) | $ 2,032 | $ (7,760) | $ (6,522) | $ (8,399) | $ (43,019) | $ (20,649) |
Basic net income (loss) per share | $ (0.17) | $ (0.05) | $ (0.03) | $ (0.01) | $ 0.01 | $ (0.05) | $ (0.04) | $ (0.06) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | Feb. 11, 2022 | Dec. 17, 2021 | Jan. 31, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||||
Upfront payment | $ 50 | |||
Two Thousand Twenty One Equity Incentive Plan [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of restricted stock units | 16,382,385 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Upfront payment | $ 12.1 | |||
Subsequent Event [Member] | Two Thousand Twenty One Equity Incentive Plan [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of restricted stock units | 694,424 | |||
Subsequent Event [Member] | 2021 Plan [Member] | ||||
Subsequent Event [Line Items] | ||||
Weighted average fair value of stock option awards granted | $ 1.50 | |||
Subsequent Event [Member] | IIA [Member] | ||||
Subsequent Event [Line Items] | ||||
Upfront payment | 12.1 | |||
Subsequent Event [Member] | Hadasit [Member] | ||||
Subsequent Event [Line Items] | ||||
Upfront payment | 8.9 | |||
Reduced payment commitment amount | 1.9 | |||
Budgetary commitment | $ 8.6 | |||
Description of commitment payment agreement | Lineage is required to pay Hadasit 21.5% of any portion of the commitment not incurred within five years after the execution of the Agreement | |||
Subsequent Event [Member] | Roche Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Upfront payment | $ 50 | |||
Subsequent Event [Member] | Roche Agreement [Member] | Hadasit [Member] | ||||
Subsequent Event [Line Items] | ||||
Description of commitment payment agreement | Lineage is required to pay Hadasit 21.5% of any portion of the commitment not incurred within five years after the execution of the Roche Agreement |