Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 04, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-12830 | |
Entity Registrant Name | Lineage Cell Therapeutics, Inc. | |
Entity Central Index Key | 0000876343 | |
Entity Tax Identification Number | 94-3127919 | |
Entity Incorporation, State or Country Code | CA | |
Entity Address, Address Line One | 2173 Salk Avenue | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Carlsbad | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92008 | |
City Area Code | 442 | |
Local Phone Number | 287-8990 | |
Title of 12(b) Security | Common shares no par value | |
Trading Symbol | LCTX | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 174,986,671 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 33,886 | $ 11,355 | |
Marketable securities | 12,039 | 46,520 | |
Accounts receivable, net (Note 3) | 443 | 297 | |
Prepaid expenses and other current assets | 2,123 | 1,828 | |
Total current assets | 48,491 | 60,000 | |
NONCURRENT ASSETS | |||
Property and equipment, net (Notes 6 and 14) | 5,310 | 5,673 | |
Deposits and other long-term assets | 588 | 627 | |
Goodwill | [1] | 10,672 | 10,672 |
Intangible assets, net | 46,627 | 46,692 | |
TOTAL ASSETS | 111,688 | 123,664 | |
CURRENT LIABILITIES | |||
Accounts payable and accrued liabilities | 4,685 | 8,608 | |
Lease liabilities, current portion (Note 14) | 933 | 916 | |
Financing lease, current portion (Note 14) | 54 | 36 | |
Deferred revenues (Note 3) | 10,379 | 9,421 | |
Other current liabilities | 1 | ||
Total current liabilities | 16,052 | 18,981 | |
LONG-TERM LIABILITIES | |||
Deferred tax liability | 273 | 2,076 | |
Deferred revenues, net of current portion (Note 3) | 21,688 | 27,725 | |
Lease liability, net of current portion (Note 14) | 2,304 | 2,860 | |
Financing lease, net of current portion (Note 14) | 113 | 84 | |
Other long-term liabilities | 2 | ||
TOTAL LIABILITIES | 40,430 | 51,728 | |
Commitments and contingencies (Note 14) | |||
SHAREHOLDERS’ EQUITY | |||
Preferred shares, no par value, authorized 2,000 shares; none issued and outstanding as of June 30, 2023 and December 31, 2022 | |||
Common shares, no par value, 250,000 shares authorized; 174,439 and 170,093 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 448,249 | 440,280 | |
Accumulated other comprehensive loss | (2,611) | (3,571) | |
Accumulated deficit | (372,971) | (363,370) | |
Lineage Cell Therapeutics, Inc. shareholders’ equity | 72,667 | 73,339 | |
Noncontrolling deficit | (1,409) | (1,403) | |
Total shareholders’ equity | 71,258 | 71,936 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 111,688 | $ 123,664 | |
[1]Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed in the Asterias Merger, see Note 14 (Commitment and Contingencies) for further discussion on the Asterias Merger. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, no par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, no par value | $ 0 | $ 0 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 174,439,000 | 170,093,000 |
Common stock, shares outstanding | 174,439,434 | 170,093,114 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
REVENUES: | ||||
Collaboration revenues | $ 2,871 | $ 4,148 | $ 4,992 | $ 9,013 |
Royalties and license fees | 354 | 405 | 619 | 777 |
Total revenues | 3,225 | 4,553 | 5,611 | 9,790 |
Cost of sales | (127) | (215) | (246) | (391) |
Gross profit | 3,098 | 4,338 | 5,365 | 9,399 |
OPERATING EXPENSES: | ||||
Research and development | 3,873 | 3,302 | 8,058 | 6,290 |
General and administrative | 4,249 | 5,270 | 8,973 | 13,739 |
Total operating expenses | 8,122 | 8,572 | 17,031 | 20,029 |
Loss from operations | (5,024) | (4,234) | (11,666) | (10,630) |
OTHER INCOME (EXPENSES): | ||||
Interest income, net | 382 | 51 | 792 | 51 |
Unrealized loss on marketable equity securities, net | (150) | (709) | (110) | (1,444) |
Gain on revaluation of warrant liability | 2 | 1 | 223 | |
Other expenses, net | (411) | (1,892) | (427) | (2,075) |
Total other income (expenses), net | (179) | (2,548) | 256 | (3,245) |
LOSS BEFORE INCOME TAXES | (5,203) | (6,782) | (11,410) | (13,875) |
Deferred income tax benefit | 1,803 | |||
NET LOSS | (5,203) | (6,782) | (9,607) | (13,875) |
Net (income) loss attributable to noncontrolling interest | (26) | 19 | 6 | 25 |
NET LOSS ATTRIBUTABLE TO LINEAGE CELL THERAPEUTICS, INC. | $ (5,229) | $ (6,763) | $ (9,601) | $ (13,850) |
NET LOSS PER COMMON SHARE: | ||||
BASIC | $ (0.03) | $ (0.04) | $ (0.06) | $ (0.08) |
DILUTED | $ (0.03) | $ (0.04) | $ (0.06) | $ (0.08) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: | ||||
BASIC | 170,592 | 169,731 | 170,361 | 169,689 |
DILUTED | 170,592 | 169,731 | 170,361 | 169,689 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
NET LOSS | $ (5,203) | $ (6,782) | $ (9,607) | $ (13,875) |
Other comprehensive income, net of tax: | ||||
Foreign currency translation adjustment | 446 | 1,730 | 819 | 1,854 |
Unrealized gain on marketable debt securities | 50 | 141 | ||
COMPREHENSIVE LOSS | (4,707) | (5,052) | (8,647) | (12,021) |
Less: Comprehensive (income) loss attributable to noncontrolling interest | (26) | 19 | 6 | 25 |
COMPREHENSIVE LOSS ATTRIBUTABLE TO LINEAGE COMMON SHAREHOLDERS | $ (4,733) | $ (5,033) | $ (8,641) | $ (11,996) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss attributable to Lineage Cell Therapeutics, Inc. | $ (5,229) | $ (6,763) | $ (9,601) | $ (13,850) |
Net loss allocable to noncontrolling interest | 26 | (19) | (6) | (25) |
Adjustments to reconcile net loss attributable to Lineage Cell Therapeutics, Inc. to net cash (used in) provided by operating activities: | ||||
Accretion of income on marketable debt securities | (516) | |||
Unrealized loss on marketable equity securities, net | 110 | 1,444 | ||
Depreciation expense, including amortization of leasehold improvements | 276 | 296 | ||
Change in right-of-use assets and liabilities | 81 | (7) | ||
Amortization of intangible assets | 65 | 65 | ||
Stock-based compensation | 1,280 | 1,235 | 2,311 | 2,341 |
Gain on revaluation of warrant liability | (1) | (223) | ||
Deferred income tax benefit | (1,803) | |||
Foreign currency remeasurement and other gain | 1,012 | 2,331 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable, net (Note 3) | (147) | 50,111 | ||
Prepaid expenses and other current assets | (270) | 594 | ||
Accounts payable and accrued liabilities (Note 7) | (3,941) | (19,230) | ||
Deferred revenue and other liabilities (Note 3) | (5,080) | (9,005) | ||
Net cash (used in) provided by operating activities | (17,510) | 14,842 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchases of marketable debt securities | (12,635) | |||
Maturities of marketable debt securities | 47,664 | |||
Purchase of equipment and other assets, net | (444) | (143) | ||
Net cash provided by (used in) investing activities | 34,585 | (143) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from employee options exercised | 80 | 388 | ||
Common shares received and retired for employee taxes paid | (37) | (17) | ||
Proceeds from exercise of subsidiary warrants, net | 99 | |||
Proceeds from sale of common shares | 5,800 | 5,789 | 148 | |
Payments for offering costs | (174) | (57) | ||
Repayment of financing lease liability | (29) | (15) | ||
Net cash provided by financing activities | 5,629 | 546 | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (192) | (161) | ||
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 22,512 | 15,084 | ||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||||
At beginning of the period | 11,936 | 56,277 | ||
At end of the period | 34,448 | 71,361 | 34,448 | 71,361 |
Reconciliation of cash, cash equivalents and restricted cash, end of period: | ||||
Cash and cash equivalents | 33,886 | 70,857 | 33,886 | 70,857 |
Restricted cash included in deposits and other long-term assets (see Note 14 (Commitments and Contingencies)) | 562 | 504 | 562 | 504 |
Total cash, cash equivalents, and restricted cash | $ 34,448 | $ 71,361 | $ 34,448 | $ 71,361 |
Organization and Business Overv
Organization and Business Overview | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Overview | 1. Organization and Business Overview We are a clinical-stage biotechnology company developing novel allogeneic cell therapies to address unmet medical needs. Our programs are based on our proprietary cell-based technology platform and associated development and manufacturing capabilities. From this platform, we design, develop, manufacture, and test specialized human cells with anatomical and physiological functions similar or identical to cells found naturally in the human body. The cells we manufacture are created by applying developmental biological differentiation protocols to established, well-characterized, and self-renewing pluripotent cell lines. These cells are transplanted into patients and are designed to (a) replace or support cells that are absent or dysfunctional due to degenerative disease, aging, or traumatic injury, and (b) restore or augment the patient’s functional activity. Our strategy is to efficiently leverage our technology platform and our development, formulation, delivery, and manufacturing capabilities to advance our programs internally or in conjunction with strategic partners to further enhance their value and probability of success. As one example, in December 2021 we entered into a Collaboration and License Agreement (the “Roche Agreement”) with F. Hoffmann-La Roche Ltd and Genentech, Inc., a member of the Roche Group (collectively or individually, “Roche” or “Genentech”), wherein we granted to Roche exclusive worldwide rights to develop and commercialize retinal pigment epithelium (“RPE”) cell therapies, including our proprietary cell therapy program known as OpRegen ® 50.0 620.0 As of June 30, 2023, we have five allogeneic, or “off-the-shelf,” cell therapy programs in development, of which three have reached human clinical testing: Product Candidates ● OpRegen ® ● OPC1 14.3 ● ANP1 ● PNC1, ● VAC Other Programs We have additional undisclosed product candidates being considered for development covering a range of therapeutic areas and unmet medical needs. Generally, these product candidates are based on the same platform technology and employ a similar guided cell differentiation and transplant approach as the product candidates described above, but in some cases may also include genetic modifications designed to enhance efficacy and/or safety profiles. In addition to seeking to create value for shareholders by developing product candidates and advancing those candidates through clinical development, we also may seek to create value from our intellectual property and additional related technologies and capabilities, through partnering and/or strategic transactions. |
Basis of Presentation, Liquidit
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies | 2. Basis of Presentation, Liquidity and Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated interim financial statements were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. In accordance with those rules and regulations, certain information and footnote disclosures normally included in comprehensive consolidated financial statements have been condensed or omitted. The condensed consolidated balance sheet as of December 31, 2022 was derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by GAAP. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the 2022 10-K. The accompanying unaudited condensed consolidated interim financial statements, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of our financial condition and results of operations. The condensed consolidated results of operations are not necessarily indicative of the results to be expected for any other interim period or for the entire year. Principles of consolidation The accompanying unaudited condensed consolidated interim financial statements include the accounts of our subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. The following table sets out Lineage’s ownership, directly or indirectly, of the outstanding shares of its subsidiaries as of June 30, 2023. Schedule of Lineage’s Ownership of Outstanding Shares of its Subsidiaries Subsidiary Field of Business Lineage Ownership Country Cell Cure Neurosciences Ltd. Manufacturing of Lineage’s product candidates 94 % (1) (2) Israel ES Cell International Pte. Ltd. Research and clinical grade cell lines 100 % Singapore (1) Includes shares owned by Lineage and ES Cell International Pte. Ltd. (2) As of December 31, 2021 our ownership percentage of Cell Cure Neurosciences Ltd. (“Cell Cure”) was approximately 99 21,999 As of June 30, 2023, Lineage consolidated its direct and indirect wholly-owned or majority-owned subsidiaries because Lineage has the ability to control their operating and financial decisions and policies through its ownership, and the noncontrolling interest is reflected as a separate element of shareholders’ equity on Lineage’s condensed consolidated balance sheets. Liquidity At June 30, 2023, we had $ 45.9 Capital Resources Since inception we have incurred significant operating losses and have funded our operations primarily through the issuance of equity securities, the sale of common stock of our former subsidiaries, OncoCyte and AgeX, receipt of proceeds from research grants, revenues from collaborations, royalties from product sales, and sales of research products and services. As of June 30, 2023, $ 58.0 We may use our marketable securities for liquidity as necessary and as market conditions allow. The market value of our marketable securities may not represent the amount that could be realized in a sale of such securities due to various market and regulatory factors, including trading volume, prevailing market conditions and prices at the time of any sale and subsequent sales of securities by the entities. In addition, the value of our marketable securities may be significantly and adversely impacted by deteriorating global economic conditions and the recent disruptions to and volatility in the credit and financial markets in the United States and worldwide resulting from the recent pandemics, including the COVID-19 pandemic, geopolitical conflicts, rising inflation and interest rates, and other macroeconomic factors. Additional Capital Requirements Our financial obligations primarily consist of obligations to licensors under license agreements, obligations related to grants received from government entities, including the Israel Innovation Authority (“IIA”), obligations under contracts with vendors who provide research services and purchase commitments with suppliers. Our obligations to licensors under license agreements and our obligations related to grants received from government entities require us to make future payments, such as sublicense fees, milestone payments, redemption fees, royalties and patent maintenance costs. Sublicense fees are payable to licensors or government entities when we sublicense the applicable intellectual property to third parties; the fees are based on a percentage of the license fees we receive from sublicensees. Milestone payments, including those related to the Roche Agreement, are due to licensors or government entities upon achievement of commercial, development and regulatory milestones. Redemption fees due to the IIA under the Innovation Law are due upon receipt of milestone payments and royalties received under the Roche Agreement. See Note 14 (Commitment and Contingencies) for additional information. Royalties, including those related to royalties we may receive under the Roche Agreement, are payable to licensors or government entities based on a percentage of net sales of licensed products. Patent maintenance costs are payable to licensors as reimbursement for the cost of maintaining license patents. Due to the contingent nature of the payments, the amounts and timing of payments to licensors under our in-license agreements are uncertain and may fluctuate significantly from period to period. As of June 30, 2023, we have not included these commitments on our condensed consolidated balance sheet because the achievement of events that would trigger our payment obligations and the timing thereof are not fixed and determinable. In the normal course of business, we enter into services agreements with contract research organizations, contract manufacturing organizations and other third parties. Generally, these agreements provide for termination upon notice, with specified amounts due upon termination based on the timing of termination and the terms of the agreement. The amounts and timing of payments under these agreements are uncertain and contingent upon the initiation and completion of the services to be provided. Significant Accounting Policies We describe our significant accounting policies in Note 2 to the consolidated financial statements in Item 8 of the 2022 10-K. There have been no changes to our significant accounting policies during the six months ended June 30, 2023. Recently Issued and Recently Adopted Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company has evaluated recently issued accounting pronouncements and does not believe any will have a material impact on the Company’s condensed consolidated financial statements or related financial statement disclosures. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue Our disaggregated revenues were as follows for the periods presented (in thousands): Schedule of Disaggregated Revenues 2023 2022 2023 2022 Three Months ended June 30, Six Months ended June 30, 2023 2022 2023 2022 Royalties and license fees $ 354 $ 405 $ 619 $ 777 Revenues under collaborative agreements Upfront license fees $ 2,871 $ 4,148 $ 4,992 $ 9,013 Total revenues under collaborative agreements $ 2,871 $ 4,148 $ 4,992 $ 9,013 Total revenue $ 3,225 $ 4,553 $ 5,611 $ 9,790 During the three and six months ended June 30, 2023, we recognized $ 3.2 5.6 2.9 5.0 50.0 During the three and six months ended June 30, 2022, we recognized $ 4.6 9.8 4.1 9.0 50.0 We are recognizing the $ 50.0 Accounts 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 Contract Liability and Receivable June 30, 2023 December 31, 2022 Accounts receivable, net (1) $ 406 $ 297 Deferred revenues 32,067 37,146 (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). As of June 30, 2023, the amounts included in the transaction price of our contracts with customers (ASU 2014-09 – Revenue from Contracts with Customers 33.7 32.1 1.6 32.1 10.4 |
Marketable Debt Securities
Marketable Debt Securities | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Marketable Debt Securities | 4. Marketable Debt Securities The following tables are a summary of available-for-sale debt securities in cash and cash equivalents or marketable securities in the Company’s condensed consolidated balance sheet as of June 30, 2023 and December 31, 2022 (in thousands): Summary of Available for Sale Debt Securities June 30, 2023 (Unaudited) Financial Assets: Amortized Cost Unrealized Gaines Unrealized Losses Fair Value U.S. Treasury securities $ 11,735 $ - $ (8 ) $ 11,727 Total $ 11,735 $ - $ (8 ) $ 11,727 December 31, 2022 Financial Assets: Amortized Cost Unrealized Gaines Unrealized Losses Fair Value U.S. Treasury securities $ 46,247 $ 2 $ (152 ) $ 46,097 Total $ 46,247 $ 2 $ (152 ) $ 46,097 The Company has not recognized an allowance for credit losses on any securities in an unrealized loss position as of June 30, 2023. We believe that the individual unrealized losses represent temporary declines resulting from changes in interest rates, and we intend to hold these marketable securities to their maturity. The Company currently does not intend to sell these securities prior to maturity and does not consider these investments to be other-than-temporarily impaired at June 30, 2023. As of June 30, 2023, the amortized cost and estimated fair value of the Company’s available-for-sale debt securities by contractual maturity are shown below (in thousands): Schedule of Amortized cost And Estimated fair Value Available-for-sale debt securities maturing: Amortized Cost Estimated Fair Value In one year or less $ 11,735 $ 11,727 Total available-for-sale debt securities $ 11,735 $ 11,727 We did not have any marketable debt securities classified as cash equivalents on the condensed consolidated balance sheets as of June 30, 2023 or December 31, 2022. |
Marketable Equity Securities
Marketable Equity Securities | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Equity Securities | 5. Marketable Equity Securities As of June 30, 2023, Lineage owned 1.1 0.3 0.23 As of December 31, 2022, Lineage owned 1.1 0.4 0.32 For the three and six months ended June 30, 2023, Lineage recorded a net unrealized loss on marketable equity securities of $ 150,000 110,000 For the three and six months ended June 30, 2022, Lineage recorded a net unrealized loss on marketable equity securities of $ 0.7 1.4 All share prices are determined based on the closing price of OncoCyte common stock on the last day of the applicable quarter, or the last trading day of the applicable quarter, if the last day of a quarter fell on a day that was not a trading day. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net At June 30, 2023 and December 31, 2022 property and equipment, net was comprised of the following (in thousands): Schedule of Property and Equipment, Net June 30, 2023 December 31, (Unaudited) 2022 Equipment, furniture and fixtures $ 3,421 $ 3,264 Leasehold improvements 2,266 2,150 Right-of-use assets 6,006 6,109 Accumulated depreciation and amortization (6,383 ) (5,850 ) Property and equipment, net $ 5,310 $ 5,673 Property and equipment for financing leases was $ 196,000 121,000 Depreciation and amortization expense was $ 138,000 146,000 276,000 296,000 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 7. Goodwill and Intangible Assets, Net At June 30, 2023 and December 31, 2022 goodwill and intangible assets, net consisted of the following (in thousands): Schedule of Goodwill and Intangible Assets Net June 30, 2023 December 31, (Unaudited) 2022 Goodwill (1) $ 10,672 $ 10,672 Intangible assets: Acquired IPR&D – OPC1 (from the Asterias Merger) (2) $ 31,700 $ 31,700 Acquired IPR&D – VAC (from the Asterias Merger) (2) 14,840 14,840 Intangible assets subject to amortization: Acquired patents 18,953 18,953 Acquired royalty contracts (3) 650 650 Total intangible assets 66,143 66,143 Accumulated amortization (4) (19,516 ) (19,451 ) Intangible assets, net $ 46,627 $ 46,692 (1) Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed in the Asterias Merger, see Note 14 (Commitment and Contingencies) for further discussion on the Asterias Merger. (2) Asterias had two in-process research and development (“IPR&D”) intangible assets that were valued at $ 46.5 31.7 14.8 (3) Asterias had royalty cash flows under patent families it acquired from Geron Corporation (“Geron”). Such patent families are expected to continue to generate revenue, are not used in the OPC1 or the VAC platform, and are considered to be separate long-lived intangible assets under Accounting Standards Codifications (“ASC”) Topic 805, Business Combinations (4) As of June 30, 2023 acquired patents were fully amortized and the acquired royalty contracts had a remaining unamortized balance of approximately $ 87,000 Lineage amortizes its intangible assets over an estimated period of 5 10 32,000 65,000 Amortization of intangible assets for periods subsequent to June 30, 2023 is as follows (in thousands): Schedule of Intangible Assets Future Amortization Expenses Year Ending December 31, Amortization Expense 2023 $ 65 2024 22 Total $ 87 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 8. Accounts Payable and Accrued Liabilities At June 30, 2023 and December 31, 2022 accounts payable and accrued liabilities consisted of the following (in thousands): Schedule of Accounts Payable and Accrued Liabilities June 30, 2023 December 31, (Unaudited) 2022 Accounts payable $ 2,187 $ 2,393 Accrued compensation 1,917 2,382 Accrued liabilities (1) 581 3,833 Total $ 4,685 $ 8,608 (1) The decrease in accrued liabilities was due to a payment made in connection with the settlement of litigation in February 2023 related to the Asterias Merger. See Note 14 (Commitment and Contingencies) for additional information. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
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 have not transferred any instruments between the three levels of the fair value hierarchy. We measure our money market fund, marketable securities and our liability classified warrants at fair value on a recurring basis. The fair values of such assets and liabilities were as follows for June 30, 2023 and December 31, 2022 (in thousands): Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis Fair Value Measurements Using Balance at June 30, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Money market fund (1) $ 25,641 $ 25,641 $ - $ - Marketable debt securities 11,727 11,727 - - Marketable equity securities 312 312 - - Total assets measured at fair value $ 37,680 $ 37,680 $ - $ - Liabilities: Warrants to purchase Cell Cure ordinary shares (2) $ 1 $ - $ - $ 1 Total liabilities measured at fair value $ 1 $ - $ - $ 1 Fair Value Measurements Using Balance at December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Money market fund (1) $ 4,102 $ 4,102 $ - $ - Marketable debt securities 46,097 46,097 - - Marketable equity securities 423 423 - - Total assets measured at fair value $ 50,622 $ 50,622 $ - $ - Liabilities: Warrants to purchase Cell Cure ordinary shares (2) $ 2 $ - $ - $ 2 Total liabilities measured at fair value $ 2 $ - $ - $ 2 (1) Included in cash and cash equivalents in the accompanying condensed consolidated balance sheet. (2) Included in other current liabilities and/or long-term liabilities in the accompanying condensed consolidated balance sheet. Lineage’s marketable equity securities includes the shares of stock of OncoCyte and Hadasit Bio-Holdings Ltd (“HBL”). Both securities have readily determinable fair values and are measured at fair value and reported as current assets on the accompanying condensed consolidated balance sheets based on the closing trading price of the security as of the date being presented. The carrying value of cash, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximate their respective fair values due to their relative short maturities. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions In connection with the putative shareholder class action lawsuits filed in February 2019 and October 2019 challenging the Asterias Merger (see Note 14), Lineage agreed to pay the expenses for the legal defense of Neal Bradsher, a member of the Lineage board of directors, Broadwood Partners, L.P., a shareholder of Lineage, and Broadwood Capital, Inc., which serves as the general partner of Broadwood Partners, L.P., all of which were named defendants in the lawsuits, prior to being dismissed. Through June 30, 2023, Lineage has incurred approximately $ 625,000 |
Shareholders_ Equity
Shareholders’ Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Shareholders’ Equity | 11. Shareholders’ Equity Preferred Shares Lineage is authorized to issue 2,000,000 no no Common Shares Lineage is authorized to issue 250,000,000 174,439,434 170,093,114 At The Market Offering Program In May 2020, Lineage entered into a Controlled Equity Offering SM In March 2021, Lineage filed a prospectus supplement with the SEC in connection with the offer and sale of $ 25.0 In December 2021, Lineage filed a prospectus supplement with the SEC in connection with the offer and sale of up to $ 64.1 14.1 As of June 30, 2023, Lineage had sold 4,345,596 common shares under the December 2021 Prospectus Supplement at a weighted average price per share of $ 1.41 for gross proceeds of $ 6.1 million. As of June 30, 2023, $ 58.0 million remained available for sale under the December 2021 Prospectus Supplement. During the three months ended June 30, 2023, 4,237,396 5.8 5.7 No The shares offered under the December 2021 Prospectus Supplement are registered pursuant to Lineage’s effective shelf registration statement on Form S-3 (File No. 333-254167), which was filed with the SEC on March 5, 2021 and declared effective on March 19, 2021. Lineage agreed to pay Cantor Fitzgerald a commission of 3.0 Reconciliation of Changes in Shareholders’ Equity The following tables document the changes in shareholders’ equity for the three and six months ended June 30, 2023 and 2022 (unaudited and in thousands): Schedule of Shareholder’s Equity Shares Amount Shares Amount Deficit Deficit Income / (Loss) Equity Accumulated Preferred Common Other Total Shares Shares Accumulated Noncontrolling Comprehensive Shareholders’ Shares Amount Shares Amount Deficit Deficit Income / (Loss) Equity BALANCE - December 31, 2022 - $ - 170,093 $ 440,280 $ (363,370 ) $ (1,403 ) $ (3,571 ) $ 71,936 Shares issued upon vesting of - - 53 (37 ) - - - (37 ) Shares issued upon exercise of - - 28 25 - - - 25 Stock-based compensation - - - 1,031 - - - 1,031 Unrealized gain on marketable securities - - - - - - 91 91 Foreign currency translation gain - - - - - - 373 373 Net loss - - - - (4,372 ) (32 ) - (4,404 ) BALANCE - March 31, 2023 - - 170,174 441,299 (367,742 ) (1,435 ) (3,107 ) 69,015 Shares issued through ATM - - 4,237 5,841 - - - 5,841 Financing related fees - - - (193 ) - - - (193 ) Shares issued upon exercise of - - 28 22 - - - 22 Stock-based compensation - - - 1,280 - - - 1,280 Unrealized gain on marketable securities - - - - - - 50 50 Foreign currency translation gain - - - - - - 446 446 Net income (loss) - - - - (5,229 ) 26 - (5,203 ) BALANCE - June 30, 2023 - $ - 174,439 $ 448,249 $ (372,971 ) $ (1,409 ) $ (2,611 ) $ 71,258 Accumulated Preferred Common Other Total Shares Shares Accumulated Noncontrolling Comprehensive Shareholders’ Shares Amount Shares Amount Deficit Deficit Income / (Loss) Equity BALANCE - December 31, 2021 - $ - 169,477 $ 434,529 $ (337,097 ) $ (1,323 ) $ (5,211 ) $ 90,898 Shares issued upon vesting of - - 10 (8 ) - - - (8 ) Shares issued upon exercise of - - 240 189 - - - 189 Subsidiary warrant exercise - - - 2 - - - 2 Stock-based compensation - - - 1,106 - - - 1,106 Foreign currency translation gain - - - - - - 124 124 Net loss - - - - (7,087 ) (6 ) - (7,093 ) BALANCE - March 31, 2021 - - 169,727 435,818 (344,184 ) (1,329 ) (5,087 ) 85,218 Shares issued upon vesting of - - 10 (9 ) - - - (9 ) Shares issued upon exercise of - - 11 10 - - - 10 Subsidiary warrant exercise, net - - - 97 - - - 97 Stock-based compensation - - - 1,235 - - - 1,235 Foreign currency translation gain - - - - - - 1,730 1,730 Net loss - - - - (6,763 ) (19 ) - (6,782 ) BALANCE - June 30, 2022 - $ - 169,748 $ 437,151 $ (350,947 ) $ (1,348 ) $ (3,357 ) $ 81,499 |
Stock-Based Awards
Stock-Based Awards | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Awards | 12. Stock-Based Awards Equity Incentive Plan Awards In September 2021, our shareholders approved the Lineage Cell Therapeutics, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), which became effective upon such approval. The 2021 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), and other stock awards. All of our employees (including those of our affiliates), non-employee directors and consultants are eligible to participate in the 2021 Plan. Subject to adjustment for certain changes in our capitalization, the aggregate number of our common shares that may be issued under the 2021 Plan will not exceed the sum of (i) 15,000,000 6,269,022 As a result of the approval of the 2021 Plan by our shareholders, no additional awards will be granted under the 2012 Plan. A summary of activity under the 2021 Plan is as follows (in thousands, except per share amounts): Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity Number of Options Outstanding Weighted Average Exercise Price Balance at December 31, 2022 6,001 $ 1.40 Options granted 5,271 $ 1.46 Options expired/forfeited/cancelled (160 ) $ 1.43 Balance at June 30, 2023 11,112 $ 1.43 Options exercisable at June 30, 2023 1,373 $ 1.39 Number of RSUs Outstanding Balance at December 31, 2022 939 RSUs forfeited (100 ) RSUs vested (80 ) Balance at June 30, 2023 759 A summary of activity of the 2012 Plan, and the 2018 inducement option (which was issued to a Lineage executive outside of all equity plans), is as follows (in thousands, except per share amounts): Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity Number of Options Outstanding Weighted Average Exercise Price December 31, 2022 12,172 $ 1.83 Options exercised (56 ) $ 0.84 Options expired/forfeited/cancelled (382 ) $ 1.83 June 30, 2023 11,734 $ 1.83 Options exercisable at June 30, 2023 9,437 $ 1.79 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 Six Months ended June 30, (unaudited) 2023 2022 Expected life (in years) 6.25 6.25 Risk-free interest rates 4.2 % 2.0 % Volatility 74.5 % 73.4 % Dividend yield - - Operating expenses include stock-based compensation expense as follows (in thousands): Schedule of Stock Based Compensation Expense Three Months ended June 30, (unaudited) Six Months ended June 30, (unaudited) 2023 2022 2023 2022 Research and development $ 264 $ 141 $ 469 $ 356 General and administrative 1,016 1,094 1,842 1,985 Total stock-based compensation expense $ 1,280 $ 1,235 $ 2,311 $ 2,341 As of June 30, 2023, total unrecognized compensation costs related to unvested stock options and unvested RSUs under all equity plans (including the 2018 inducement option), were $ 11.5 2.9 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 RSUs, subject to repurchase by Lineage, if any, during the period. Diluted earnings per share is calculated by dividing the net income or loss attributable to Lineage common shareholders by the weighted average number of common shares outstanding, adjusted for the effects of potentially dilutive common shares issuable under outstanding stock options, restricted stock awards and warrants, using the treasury-stock method, convertible preferred stock, if any, using the if-converted method, and treasury stock held by subsidiaries, if any. For the three and six months ended June 30, 2023 and 2022, 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 loss per common share for the periods presented because including them would have been antidilutive (in thousands): Schedule Of Computation Of Diluted Net Loss Per Common Share Three Months ended June 30, Six Months ended June 30, 2023 2022 2023 2022 Stock options 22,846 18,832 22,846 18,832 Restricted stock units 759 967 759 967 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The provision for income taxes for interim periods is generally determined using an estimated annual effective tax rate as prescribed by ASC 740-270, Income Taxes, Interim Reporting Under ASC 740, a valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. Lineage established a full valuation allowance as of December 31, 2018 due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets, including foreign net operating losses generated by its subsidiaries. For the tax years beginning on or after January 1, 2022, the Tax Cuts and Jobs Act of 2017 (“TCJA”) eliminated the option to currently deduct research and development expenses and requires taxpayers to capitalize and amortize them over five years for research activities performed in the United States and 15 years for research activities performed outside the United States pursuant to IRC Section 174. Although Congress is considering legislation that would repeal or defer this capitalization and amortization requirement, it is not certain that this provision will be repealed or otherwise modified. If the requirement is not repealed or replaced, it will decrease our tax deduction for research and development expenses in future years. The 2017 Tax Act subjects a U.S. stockholder to Global Intangible Low-Taxed Income (“GILTI”) earned by certain foreign subsidiaries. In general, GILTI is the excess of a U.S. stockholder’s total net foreign income over a deemed return on tangible assets. The provision further allows a deduction of 50% of GILTI: however, this deduction is limited to the company’s pre-GILTI U.S. income. Lineage incurred GILTI income during the years 2021 and 2022. For the three and six months ended June 30, 2023, no GILTI income was included in the Company’s tax provision. Lineage recorded a $ 1.8 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Real Property Leases Carlsbad Lease In May 2019, Lineage entered into a lease for approximately 8,841 March 31, 2026 24,666 25,197 17,850 In addition to base rent, Lineage pays a pro-rata portion of increases in certain expenses, including real property taxes, utilities (to the extent not separately metered to the leased space) and the landlord’s operating expenses, over the amounts of those expenses incurred by the landlord. These pro-rata charges are expensed as incurred and excluded from the calculation of the ROU assets and lease liabilities. Carlsbad Sublease In September 2022, Lineage entered into a sublease for approximately 4,500 October 1, 2022 March 31, 2024 22,500 22,500 Cell Cure Leases Cell Cure leases 728.5 7,842 December 31, 2027 39,776 12,200 In January 2018, Cell Cure entered into a lease for an additional 934 10,054 option to extend the lease for five years 93,827 26,000 439,000 In November 2021, Cell Cure entered into a lease for an additional 133 1,432 option to extend the lease for five years 1,880 3,757 12,494 3,951 In August 2022, Cell Cure entered into a lease for 300 3,229 December 31, 2027 16,350 4,800 Supplemental Information – Leases Supplemental cash flow information related to leases is as follows (in thousands): Schedule of Supplemental Cash Flow Information Related to Leases Six Months ended June 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 538 $ 508 Operating cash flows from financing leases $ 5 $ 9 Financing cash flows from financing leases $ 29 $ 15 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ - $ 33 Finance leases $ 79 $ - 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 June 30, 2023 December 31, (Unaudited) 2022 Operating leases Right-of-use assets, net $ 2,940 $ 3,517 Right-of-use lease liabilities, current $ 933 $ 916 Right-of-use lease liabilities, noncurrent 2,304 2,860 Total operating lease liabilities $ 3,237 $ 3,776 Financing leases Right-of-use assets, net $ 157 $ 105 Lease liabilities, current $ 54 $ 29 Lease liabilities, noncurrent 113 84 Total finance lease liabilities 167 113 Other current liabilities - 7 Total finance lease liabilities $ 167 $ 120 Weighted average remaining lease term Operating leases 3.9 4.3 Finance leases 3.4 4.1 Weighted average discount rate Operating leases 6.4 % 6.3 % Finance leases 6.8 % 6.9 % Future minimum lease commitments are as follows as of June 30, 2023 (in thousands): Schedule of Future Minimum Lease Commitments (Unaudited) Operating Finance Year Ending December 31, 2023 $ 564 $ 32 2024 942 61 2025 872 50 2026 637 26 2027 675 19 Total lease payments 3,690 188 Less imputed interest (453 ) (21 ) Total $ 3,237 $ 167 Collaborations Roche Agreement In December 2021, Lineage entered into the Roche Agreement, wherein Lineage granted to Roche exclusive worldwide rights to develop and commercialize RPE cell therapies, including Lineage’s proprietary cell therapy known as OpRegen, for the treatment of ocular disorders, including GA secondary to AMD. Under the terms of the Roche Agreement, Roche paid Lineage a $ 50.0 620.0 Unless earlier terminated by either party, the Roche Agreement will expire on a product-by-product and country-by-country basis upon the expiration of all of Roche’s payment obligations under the agreement. Roche may terminate the agreement in its entirety, or on a product-by-product or country-by-country basis, at any time with advance written notice. Either party may terminate the agreement in its entirety with written notice for the other party’s material breach if such party fails to cure the breach or upon certain insolvency events involving the other party. In January 2022, Lineage received the $ 50.0 12.1 8.9 1.9 21.5 ITI Collaboration Agreement Under Lineage’s collaborative agreement with Immunomic Therapeutics, Inc. (“ITI”), Lineage agreed to perform up to approximately $ 2.2 1.6 0.5 0.5 Agreements with Hadasit and IIA The OpRegen program was supported in part with licenses to technology obtained from Hadasit, the technology transfer company of Hadassah Medical Center, and through a series of research grants from the IIA, an independent agency created to address the needs of global innovation ecosystems. A subset of the intellectual property underlying OpRegen was originally generated at Hadassah Medical Center and licensed to Cell Cure for further development. Under the Encouragement of Research, Development and Technological Innovation in the Industry Law 5744, and the regulations, guidelines, rules, procedures and benefit tracks thereunder (collectively, the “Innovation Law”), annual research and development programs that meet specified criteria and were approved by a committee of the IIA were eligible for grants. The grants awarded were typically up to 50 The terms of the grants under the Innovation Law generally require that the products developed as part of the programs under which the grants were given be manufactured in Israel. The know-how developed thereunder may not be transferred outside of Israel unless prior written approval is received from the IIA. Transfer of IIA-funded know-how outside of Israel is subject to approval and payment of a redemption fee to the IIA calculated according to formulas provided under the Innovation Law. In November 2021, the IIA research committee approved an application made by Cell Cure with respect to the grant of an exclusive license and transfer of the technological know-how for OpRegen to Roche. Under the provisions for the redemption fee, Lineage is obligated to pay the IIA approximately 24.3 92.1 Pursuant to the Second Amended and Restated License Agreement, dated June 15, 2017, between Cell Cure and Hadasit, and a certain letter agreement entered into on December 17, 2021, Hadasit was entitled to, and was paid, a sublicensing fee of 21.5 50.0 50 Second Amendment to Clinical Trial and Option Agreement and License Agreement with Cancer Research UK In May 2020, Lineage and Asterias entered into a Second Amendment to Clinical Trial and Option Agreement (the “CTOA Amendment”) with CRUK and Cancer Research Technology (“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. Lineage and CRT effectuated the option by simultaneously entering into a license agreement (the “CRT License Agreement”) pursuant to which Lineage paid a signature fee of £ 1,250,000 1.6 8,000,000 22,500,000 Either party may terminate the CRT License Agreement for the uncured material breach of the other party. CRT may terminate the CRT License Agreement in the case of Lineage’s insolvency or if Lineage ceases all development and commercialization of all products under the CRT License Agreement. Other Contingent Obligations We have obligations under license agreements and grants received from government entities to make future payments to third parties, which become due and payable on the achievement of certain development, regulatory and commercial milestones or on the sublicense of our rights to another party. These commitments include sublicense fees, milestone payments, redemption fees and royalties. Sublicense fees are payable to licensors or government entities when we sublicense underlying intellectual property to third parties; the fees are based on a percentage of the license fees we receive from sublicensees. Milestone payments are due to licensors or government entities upon the future achievement of certain development and regulatory milestones. Redemption fees due to the IIA under the Innovation Law are due upon receipt of any milestone and royalties received under the Roche Agreement. Royalties are payable to licensors or government entities based on a percentage of net sales of licensed products. As of June 30, 2023, we have not included these commitments on our condensed consolidated balance sheet because the achievement and timing of these events are not fixed and determinable. Litigation – General From time to time, we are subject to legal proceedings and claims in the ordinary course of business. While management presently believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, cash flows, or overall trends in results of operations, legal proceedings are subject to inherent uncertainties, and unfavorable rulings or outcomes could occur that have individually or in aggregate, a material adverse effect on our business, financial condition or operating results. We are not currently subject to any pending material litigation, other than ordinary routine litigation incidental to our business. Asterias Merger In November 2018, Lineage, Asterias Biotherapeutics, Inc. (“Asterias”), and Patrick Merger Sub, Inc., a wholly owned subsidiary of Lineage, entered into an Agreement and Plan of Merger pursuant to which Lineage agreed to acquire all of the outstanding common stock of Asterias in a stock-for-stock transaction (the “Asterias Merger”). The Asterias Merger closed in March 2019. In October 2019, a putative class action lawsuit was filed against the company and certain other named defendants challenging the Asterias Merger. In February 2023, the court approved a Stipulation and Agreement of Compromise and Settlement pursuant to which, Lineage and certain insurers of the defendants paid $ 10.65 7.12 3.53 Lineage and all defendants have denied, and continue to deny, the claims alleged in the lawsuit and the settlement does not reflect or constitute any admission, concession, presumption, proof, evidence or finding of any liability, fault, wrongdoing or injury or damages, or of any wrongful conduct, acts or omissions on the part any defendant. Premvia Litigation Settlement In July 2019, the Company, along with other named defendants, was sued in the Superior Court of the State of California in a matter captioned Gonzalez v. Aronowitz, M.D., et al 25,000 HBL Books and Records Request On April 17, 2023, Cell Cure Neurosciences Ltd. (“Cell Cure”), Lineage’s subsidiary, received a motion for disclosure of documents pursuant to Section 198A of the Israeli Companies Law 5759-1999. The motion was filed in the district court in Tel Aviv-Yafo by HBL Hadasit Bio-Holdings Ltd. (“HBL”), currently an approximately 5% shareholder of Cell Cure. According to the motion, the requested production of documents is intended to allow HBL to examine the possibility of pursuing a derivative action related to, among other things, the validity of an intercompany Collaboration and License Agreement (the “Intercompany Agreement”) entered into between Lineage and Cell Cure pursuant to which Cell Cure conveyed certain rights and other assets to Lineage, and Lineage agreed to undertake certain liabilities and obligations of Cell Cure relating to the OpRegen® program. In its motion, HBL alleges, among other things, that Lineage, in its capacity as Cell Cure’s controlling shareholder, and members of Cell Cure’s board of directors caused damage to Cell Cure because the Intercompany Agreement was an interested party transaction that was not fairly priced and exploits Cell Cure’s resources for the benefit of Lineage. The motion seeks an order to compel Cell Cure to disclose and deliver to HBL the documents described in the motion, such additional, cumulative, or alternative relief as the court deems appropriate, and reimbursement of HBL’s expenses, including attorneys’ fees. Cell Cure filed an opposition to the motion on July 9, 2023. 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 employment agreements with all of its executive officers. Under the provisions of the agreements, Lineage may be required to incur severance obligations for matters relating to changes in control, as defined in the agreements, and involuntary terminations. Indemnification In the normal course of business, Lineage may agree to indemnify and reimburse other parties, typically Lineage’s clinical research organizations, investigators, clinical sites, and suppliers, for losses and expenses suffered or incurred by the indemnified parties arising from claims of third parties in connection with the use or testing of Lineage’s products and services. Indemnification could also cover third party infringement claims with respect to patent rights, copyrights, or other intellectual property pertaining to Lineage products and services. The term of these indemnification agreements generally continue in effect after the termination or expiration of the particular research, development, services, or license agreement to which they relate. The potential future payments Lineage could be required to make under these indemnification agreements will generally not be subject to any specified maximum amount. Generally, Lineage has not been subject to any material claims or demands for indemnification. Lineage maintains liability insurance policies that limit its financial exposure under the indemnification agreements. Accordingly, Lineage has not recorded any liabilities for these agreements as of June 30, 2023 or December 31, 2022. Royalty Obligations and License Fees We have licensing agreements with research institutions, universities and other parties providing us with certain rights to use intellectual property in conducting research and development activities in exchange for the payment of royalties on future product sales, if any. In addition, in order to maintain these licenses and other rights, we must comply with various conditions including the payment of patent related costs and annual minimum maintenance fees. As part of the Asterias Merger, Lineage acquired certain royalty revenues for cash flows generated under patent families that Asterias acquired from Geron Corporation. Lineage continues to make royalty payments to Geron from royalties generated from these patents. |
Basis of Presentation, Liquid_2
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation The accompanying unaudited condensed consolidated interim financial statements include the accounts of our subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. The following table sets out Lineage’s ownership, directly or indirectly, of the outstanding shares of its subsidiaries as of June 30, 2023. Schedule of Lineage’s Ownership of Outstanding Shares of its Subsidiaries Subsidiary Field of Business Lineage Ownership Country Cell Cure Neurosciences Ltd. Manufacturing of Lineage’s product candidates 94 % (1) (2) Israel ES Cell International Pte. Ltd. Research and clinical grade cell lines 100 % Singapore (1) Includes shares owned by Lineage and ES Cell International Pte. Ltd. (2) As of December 31, 2021 our ownership percentage of Cell Cure Neurosciences Ltd. (“Cell Cure”) was approximately 99 21,999 As of June 30, 2023, Lineage consolidated its direct and indirect wholly-owned or majority-owned subsidiaries because Lineage has the ability to control their operating and financial decisions and policies through its ownership, and the noncontrolling interest is reflected as a separate element of shareholders’ equity on Lineage’s condensed consolidated balance sheets. |
Liquidity | Liquidity At June 30, 2023, we had $ 45.9 |
Capital Resources | Capital Resources Since inception we have incurred significant operating losses and have funded our operations primarily through the issuance of equity securities, the sale of common stock of our former subsidiaries, OncoCyte and AgeX, receipt of proceeds from research grants, revenues from collaborations, royalties from product sales, and sales of research products and services. As of June 30, 2023, $ 58.0 We may use our marketable securities for liquidity as necessary and as market conditions allow. The market value of our marketable securities may not represent the amount that could be realized in a sale of such securities due to various market and regulatory factors, including trading volume, prevailing market conditions and prices at the time of any sale and subsequent sales of securities by the entities. In addition, the value of our marketable securities may be significantly and adversely impacted by deteriorating global economic conditions and the recent disruptions to and volatility in the credit and financial markets in the United States and worldwide resulting from the recent pandemics, including the COVID-19 pandemic, geopolitical conflicts, rising inflation and interest rates, and other macroeconomic factors. |
Additional Capital Requirements | Additional Capital Requirements Our financial obligations primarily consist of obligations to licensors under license agreements, obligations related to grants received from government entities, including the Israel Innovation Authority (“IIA”), obligations under contracts with vendors who provide research services and purchase commitments with suppliers. Our obligations to licensors under license agreements and our obligations related to grants received from government entities require us to make future payments, such as sublicense fees, milestone payments, redemption fees, royalties and patent maintenance costs. Sublicense fees are payable to licensors or government entities when we sublicense the applicable intellectual property to third parties; the fees are based on a percentage of the license fees we receive from sublicensees. Milestone payments, including those related to the Roche Agreement, are due to licensors or government entities upon achievement of commercial, development and regulatory milestones. Redemption fees due to the IIA under the Innovation Law are due upon receipt of milestone payments and royalties received under the Roche Agreement. See Note 14 (Commitment and Contingencies) for additional information. Royalties, including those related to royalties we may receive under the Roche Agreement, are payable to licensors or government entities based on a percentage of net sales of licensed products. Patent maintenance costs are payable to licensors as reimbursement for the cost of maintaining license patents. Due to the contingent nature of the payments, the amounts and timing of payments to licensors under our in-license agreements are uncertain and may fluctuate significantly from period to period. As of June 30, 2023, we have not included these commitments on our condensed consolidated balance sheet because the achievement of events that would trigger our payment obligations and the timing thereof are not fixed and determinable. In the normal course of business, we enter into services agreements with contract research organizations, contract manufacturing organizations and other third parties. Generally, these agreements provide for termination upon notice, with specified amounts due upon termination based on the timing of termination and the terms of the agreement. The amounts and timing of payments under these agreements are uncertain and contingent upon the initiation and completion of the services to be provided. Significant Accounting Policies We describe our significant accounting policies in Note 2 to the consolidated financial statements in Item 8 of the 2022 10-K. There have been no changes to our significant accounting policies during the six months ended June 30, 2023. |
Recently Issued and Recently Adopted Accounting Pronouncements | Recently Issued and Recently Adopted Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company has evaluated recently issued accounting pronouncements and does not believe any will have a material impact on the Company’s condensed consolidated financial statements or related financial statement disclosures. |
Basis of Presentation, Liquid_3
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [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 Cell Cure Neurosciences Ltd. Manufacturing of Lineage’s product candidates 94 % (1) (2) Israel ES Cell International Pte. Ltd. Research and clinical grade cell lines 100 % Singapore (1) Includes shares owned by Lineage and ES Cell International Pte. Ltd. (2) As of December 31, 2021 our ownership percentage of Cell Cure Neurosciences Ltd. (“Cell Cure”) was approximately 99 21,999 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenues | Our disaggregated revenues were as follows for the periods presented (in thousands): Schedule of Disaggregated Revenues 2023 2022 2023 2022 Three Months ended June 30, Six Months ended June 30, 2023 2022 2023 2022 Royalties and license fees $ 354 $ 405 $ 619 $ 777 Revenues under collaborative agreements Upfront license fees $ 2,871 $ 4,148 $ 4,992 $ 9,013 Total revenues under collaborative agreements $ 2,871 $ 4,148 $ 4,992 $ 9,013 Total revenue $ 3,225 $ 4,553 $ 5,611 $ 9,790 |
Schedule of Contract with Customer Contract Liability and Receivable | Accounts receivable, net, and deferred revenues (contract liabilities) from contracts with customers, including collaboration partners, consisted of the following (in thousands): Schedule of Contract with Customer Contract Liability and Receivable June 30, 2023 December 31, 2022 Accounts receivable, net (1) $ 406 $ 297 Deferred revenues 32,067 37,146 (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). |
Marketable Debt Securities (Tab
Marketable Debt Securities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Summary of Available for Sale Debt Securities | The following tables are a summary of available-for-sale debt securities in cash and cash equivalents or marketable securities in the Company’s condensed consolidated balance sheet as of June 30, 2023 and December 31, 2022 (in thousands): Summary of Available for Sale Debt Securities June 30, 2023 (Unaudited) Financial Assets: Amortized Cost Unrealized Gaines Unrealized Losses Fair Value U.S. Treasury securities $ 11,735 $ - $ (8 ) $ 11,727 Total $ 11,735 $ - $ (8 ) $ 11,727 December 31, 2022 Financial Assets: Amortized Cost Unrealized Gaines Unrealized Losses Fair Value U.S. Treasury securities $ 46,247 $ 2 $ (152 ) $ 46,097 Total $ 46,247 $ 2 $ (152 ) $ 46,097 |
Schedule of Amortized cost And Estimated fair Value | As of June 30, 2023, the amortized cost and estimated fair value of the Company’s available-for-sale debt securities by contractual maturity are shown below (in thousands): Schedule of Amortized cost And Estimated fair Value Available-for-sale debt securities maturing: Amortized Cost Estimated Fair Value In one year or less $ 11,735 $ 11,727 Total available-for-sale debt securities $ 11,735 $ 11,727 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | At June 30, 2023 and December 31, 2022 property and equipment, net was comprised of the following (in thousands): Schedule of Property and Equipment, Net June 30, 2023 December 31, (Unaudited) 2022 Equipment, furniture and fixtures $ 3,421 $ 3,264 Leasehold improvements 2,266 2,150 Right-of-use assets 6,006 6,109 Accumulated depreciation and amortization (6,383 ) (5,850 ) Property and equipment, net $ 5,310 $ 5,673 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets Net | At June 30, 2023 and December 31, 2022 goodwill and intangible assets, net consisted of the following (in thousands): Schedule of Goodwill and Intangible Assets Net June 30, 2023 December 31, (Unaudited) 2022 Goodwill (1) $ 10,672 $ 10,672 Intangible assets: Acquired IPR&D – OPC1 (from the Asterias Merger) (2) $ 31,700 $ 31,700 Acquired IPR&D – VAC (from the Asterias Merger) (2) 14,840 14,840 Intangible assets subject to amortization: Acquired patents 18,953 18,953 Acquired royalty contracts (3) 650 650 Total intangible assets 66,143 66,143 Accumulated amortization (4) (19,516 ) (19,451 ) Intangible assets, net $ 46,627 $ 46,692 (1) Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed in the Asterias Merger, see Note 14 (Commitment and Contingencies) for further discussion on the Asterias Merger. (2) Asterias had two in-process research and development (“IPR&D”) intangible assets that were valued at $ 46.5 31.7 14.8 (3) Asterias had royalty cash flows under patent families it acquired from Geron Corporation (“Geron”). Such patent families are expected to continue to generate revenue, are not used in the OPC1 or the VAC platform, and are considered to be separate long-lived intangible assets under Accounting Standards Codifications (“ASC”) Topic 805, Business Combinations (4) As of June 30, 2023 acquired patents were fully amortized and the acquired royalty contracts had a remaining unamortized balance of approximately $ 87,000 |
Schedule of Intangible Assets Future Amortization Expenses | Amortization of intangible assets for periods subsequent to June 30, 2023 is as follows (in thousands): Schedule of Intangible Assets Future Amortization Expenses Year Ending December 31, Amortization Expense 2023 $ 65 2024 22 Total $ 87 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | At June 30, 2023 and December 31, 2022 accounts payable and accrued liabilities consisted of the following (in thousands): Schedule of Accounts Payable and Accrued Liabilities June 30, 2023 December 31, (Unaudited) 2022 Accounts payable $ 2,187 $ 2,393 Accrued compensation 1,917 2,382 Accrued liabilities (1) 581 3,833 Total $ 4,685 $ 8,608 (1) The decrease in accrued liabilities was due to a payment made in connection with the settlement of litigation in February 2023 related to the Asterias Merger. See Note 14 (Commitment and Contingencies) for additional information. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis | We measure our money market fund, marketable securities and our liability classified warrants at fair value on a recurring basis. The fair values of such assets and liabilities were as follows for June 30, 2023 and December 31, 2022 (in thousands): Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis Fair Value Measurements Using Balance at June 30, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Money market fund (1) $ 25,641 $ 25,641 $ - $ - Marketable debt securities 11,727 11,727 - - Marketable equity securities 312 312 - - Total assets measured at fair value $ 37,680 $ 37,680 $ - $ - Liabilities: Warrants to purchase Cell Cure ordinary shares (2) $ 1 $ - $ - $ 1 Total liabilities measured at fair value $ 1 $ - $ - $ 1 Fair Value Measurements Using Balance at December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Money market fund (1) $ 4,102 $ 4,102 $ - $ - Marketable debt securities 46,097 46,097 - - Marketable equity securities 423 423 - - Total assets measured at fair value $ 50,622 $ 50,622 $ - $ - Liabilities: Warrants to purchase Cell Cure ordinary shares (2) $ 2 $ - $ - $ 2 Total liabilities measured at fair value $ 2 $ - $ - $ 2 (1) Included in cash and cash equivalents in the accompanying condensed consolidated balance sheet. (2) Included in other current liabilities and/or long-term liabilities in the accompanying condensed consolidated balance sheet. |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Shareholder’s Equity | The following tables document the changes in shareholders’ equity for the three and six months ended June 30, 2023 and 2022 (unaudited and in thousands): Schedule of Shareholder’s Equity Shares Amount Shares Amount Deficit Deficit Income / (Loss) Equity Accumulated Preferred Common Other Total Shares Shares Accumulated Noncontrolling Comprehensive Shareholders’ Shares Amount Shares Amount Deficit Deficit Income / (Loss) Equity BALANCE - December 31, 2022 - $ - 170,093 $ 440,280 $ (363,370 ) $ (1,403 ) $ (3,571 ) $ 71,936 Shares issued upon vesting of - - 53 (37 ) - - - (37 ) Shares issued upon exercise of - - 28 25 - - - 25 Stock-based compensation - - - 1,031 - - - 1,031 Unrealized gain on marketable securities - - - - - - 91 91 Foreign currency translation gain - - - - - - 373 373 Net loss - - - - (4,372 ) (32 ) - (4,404 ) BALANCE - March 31, 2023 - - 170,174 441,299 (367,742 ) (1,435 ) (3,107 ) 69,015 Shares issued through ATM - - 4,237 5,841 - - - 5,841 Financing related fees - - - (193 ) - - - (193 ) Shares issued upon exercise of - - 28 22 - - - 22 Stock-based compensation - - - 1,280 - - - 1,280 Unrealized gain on marketable securities - - - - - - 50 50 Foreign currency translation gain - - - - - - 446 446 Net income (loss) - - - - (5,229 ) 26 - (5,203 ) BALANCE - June 30, 2023 - $ - 174,439 $ 448,249 $ (372,971 ) $ (1,409 ) $ (2,611 ) $ 71,258 Accumulated Preferred Common Other Total Shares Shares Accumulated Noncontrolling Comprehensive Shareholders’ Shares Amount Shares Amount Deficit Deficit Income / (Loss) Equity BALANCE - December 31, 2021 - $ - 169,477 $ 434,529 $ (337,097 ) $ (1,323 ) $ (5,211 ) $ 90,898 Shares issued upon vesting of - - 10 (8 ) - - - (8 ) Shares issued upon exercise of - - 240 189 - - - 189 Subsidiary warrant exercise - - - 2 - - - 2 Stock-based compensation - - - 1,106 - - - 1,106 Foreign currency translation gain - - - - - - 124 124 Net loss - - - - (7,087 ) (6 ) - (7,093 ) BALANCE - March 31, 2021 - - 169,727 435,818 (344,184 ) (1,329 ) (5,087 ) 85,218 Shares issued upon vesting of - - 10 (9 ) - - - (9 ) Shares issued upon exercise of - - 11 10 - - - 10 Subsidiary warrant exercise, net - - - 97 - - - 97 Stock-based compensation - - - 1,235 - - - 1,235 Foreign currency translation gain - - - - - - 1,730 1,730 Net loss - - - - (6,763 ) (19 ) - (6,782 ) BALANCE - June 30, 2022 - $ - 169,748 $ 437,151 $ (350,947 ) $ (1,348 ) $ (3,357 ) $ 81,499 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 Six Months ended June 30, (unaudited) 2023 2022 Expected life (in years) 6.25 6.25 Risk-free interest rates 4.2 % 2.0 % Volatility 74.5 % 73.4 % 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 Three Months ended June 30, (unaudited) Six Months ended June 30, (unaudited) 2023 2022 2023 2022 Research and development $ 264 $ 141 $ 469 $ 356 General and administrative 1,016 1,094 1,842 1,985 Total stock-based compensation expense $ 1,280 $ 1,235 $ 2,311 $ 2,341 |
Schedule Of Computation Of Diluted Net Loss Per Common Share | The following common share equivalents were excluded from the computation of diluted net loss per common share for the periods presented because including them would have been antidilutive (in thousands): Schedule Of Computation Of Diluted Net Loss Per Common Share Three Months ended June 30, Six Months ended June 30, 2023 2022 2023 2022 Stock options 22,846 18,832 22,846 18,832 Restricted stock units 759 967 759 967 |
2021 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 2021 Plan is as follows (in thousands, except per share amounts): Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity Number of Options Outstanding Weighted Average Exercise Price Balance at December 31, 2022 6,001 $ 1.40 Options granted 5,271 $ 1.46 Options expired/forfeited/cancelled (160 ) $ 1.43 Balance at June 30, 2023 11,112 $ 1.43 Options exercisable at June 30, 2023 1,373 $ 1.39 Number of RSUs Outstanding Balance at December 31, 2022 939 RSUs forfeited (100 ) RSUs vested (80 ) Balance at June 30, 2023 759 |
Stock Option Plan of 2012 and 2018 [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 of the 2012 Plan, and the 2018 inducement option (which was issued to a Lineage executive outside of all equity plans), is as follows (in thousands, except per share amounts): Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity Number of Options Outstanding Weighted Average Exercise Price December 31, 2022 12,172 $ 1.83 Options exercised (56 ) $ 0.84 Options expired/forfeited/cancelled (382 ) $ 1.83 June 30, 2023 11,734 $ 1.83 Options exercisable at June 30, 2023 9,437 $ 1.79 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases is as follows (in thousands): Schedule of Supplemental Cash Flow Information Related to Leases Six Months ended June 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 538 $ 508 Operating cash flows from financing leases $ 5 $ 9 Financing cash flows from financing leases $ 29 $ 15 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ - $ 33 Finance leases $ 79 $ - |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount rate): Schedule of Supplemental Balance Sheet Information Related to Leases June 30, 2023 December 31, (Unaudited) 2022 Operating leases Right-of-use assets, net $ 2,940 $ 3,517 Right-of-use lease liabilities, current $ 933 $ 916 Right-of-use lease liabilities, noncurrent 2,304 2,860 Total operating lease liabilities $ 3,237 $ 3,776 Financing leases Right-of-use assets, net $ 157 $ 105 Lease liabilities, current $ 54 $ 29 Lease liabilities, noncurrent 113 84 Total finance lease liabilities 167 113 Other current liabilities - 7 Total finance lease liabilities $ 167 $ 120 Weighted average remaining lease term Operating leases 3.9 4.3 Finance leases 3.4 4.1 Weighted average discount rate Operating leases 6.4 % 6.3 % Finance leases 6.8 % 6.9 % |
Schedule of Future Minimum Lease Commitments | Future minimum lease commitments are as follows as of June 30, 2023 (in thousands): Schedule of Future Minimum Lease Commitments (Unaudited) Operating Finance Year Ending December 31, 2023 $ 564 $ 32 2024 942 61 2025 872 50 2026 637 26 2027 675 19 Total lease payments 3,690 188 Less imputed interest (453 ) (21 ) Total $ 3,237 $ 167 |
Organization and Business Ove_2
Organization and Business Overview (Details Narrative) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | |
Jan. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Amount of grants received | $ 50 | $ 50 | $ 14.3 |
Roche Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Upfront payment received | 50 | ||
Collaboration License Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Maximum milestone payments to be received upon performance conditions | $ 620 |
Schedule of Lineage_s Ownership
Schedule of Lineage’s Ownership of Outstanding Shares of its Subsidiaries (Details) | 6 Months Ended | |
Jun. 30, 2023 | ||
Cell Cure Neurosciences Ltd [Member] | ||
Field of business description | Manufacturing of Lineage’s product candidates | [1],[2] |
Noncontrolling interest, ownership percentage by parent | 94% | [1],[2] |
Es CellInternational Pte Ltd [Member] | ||
Field of business description | Research and clinical grade cell lines | |
Noncontrolling interest, ownership percentage by parent | 100% | |
[1]As of December 31, 2021 our ownership percentage of Cell Cure Neurosciences Ltd. (“Cell Cure”) was approximately 99 21,999 |
Schedule of Lineage's Ownership
Schedule of Lineage's Ownership of Outstanding Shares of its Subsidiaries (Details) (Parenthetical) - shares | Jul. 31, 2022 | Dec. 31, 2021 |
Cell Cure Neurosciences Ltd [Member] | ||
Ownership percentage | 99% | |
Hadasit Bio-Holdings Ltd. [Member] | ||
Class of warrant or right, number of securities called by warrants or rights | 21,999 |
Basis of Presentation, Liquid_4
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Details Narrative) $ in Millions | Jun. 30, 2023 USD ($) |
Accounting Policies [Abstract] | |
Cash and cash equivalents and marketable securities | $ 45.9 |
Amount reserved for future issuance | $ 58 |
Schedule of Disaggregated Reven
Schedule of Disaggregated Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues under collaborative agreements | $ 2,871 | $ 4,148 | $ 4,992 | $ 9,013 |
Total revenue | 3,225 | 4,553 | 5,611 | 9,790 |
Royalty [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Royalties and license fees | 354 | 405 | 619 | 777 |
Upfront License Fees [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues under collaborative agreements | $ 2,871 | $ 4,148 | $ 4,992 | $ 9,013 |
Schedule of Contract with Custo
Schedule of Contract with Customer Contract Liability and Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |||
Accounts receivable, net | [1] | $ 406 | $ 297 |
Deferred revenues | $ 32,067 | $ 37,146 | |
[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). |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Total revenue | $ 3,225 | $ 4,553 | $ 5,611 | $ 9,790 | ||
Collaboration revenues | 2,871 | 4,148 | 4,992 | 9,013 | ||
Upfront payment | 50,000 | |||||
Transaction price for good and service | 33,700 | 33,700 | ||||
Deferred revenues | 32,067 | 32,067 | $ 37,146 | |||
Unfulfilled commitments | 1,600 | 1,600 | ||||
Total deferred revenue | 32,100 | 32,100 | ||||
Deferred revenue - current | 10,400 | 10,400 | ||||
Roche and Immunomic Therapeutics Collaboration Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Collaboration revenues | $ 2,900 | $ 4,100 | $ 5,000 | $ 9,000 | ||
Roche Collaboration Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Upfront payment | $ 50,000 | $ 50,000 |
Summary of Available for Sale D
Summary of Available for Sale Debt Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Line Items] | ||
Amortized cost | $ 11,735 | $ 46,247 |
Unrealized gains | 2 | |
Unrealized losses | (8) | (152) |
Fair value | 11,727 | 46,097 |
US Treasury Securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized cost | 11,735 | 46,247 |
Unrealized gains | 2 | |
Unrealized losses | (8) | (152) |
Fair value | $ 11,727 | $ 46,097 |
Schedule of Amortized cost And
Schedule of Amortized cost And Estimated fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Abstract] | ||
Amortized cost, In one year or less | $ 11,735 | |
Estimated fair value, In one year or less | 11,727 | |
Amortized cost, Total available-for-sale debt securities | 11,735 | $ 46,247 |
Estimated fair value, Total available-for-sale debt securities | $ 11,727 | $ 46,097 |
Marketable Equity Securities (D
Marketable Equity Securities (Details Narrative) - USD ($) $ / shares in Units, shares in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Net unrealized gain/loss on marketable equity securities | $ 50,000 | $ 141,000 | |||
OncoCyte Corporation [Member] | |||||
Investment owned balance, shares | 1.1 | 1.1 | 1.1 | ||
Investment owned, at fair value | $ 300,000 | $ 300,000 | $ 400,000 | ||
Share price per share | $ 0.23 | $ 0.23 | $ 0.32 | ||
Net unrealized gain/loss on marketable equity securities | $ 150,000 | $ 700,000 | $ 110,000 | $ 1,400,000 |
Schedule of Property and Equipm
Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation and amortization | $ (6,383) | $ (5,850) |
Property and equipment, net | 5,310 | 5,673 |
Equipment Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Right-of-use assets | 3,421 | 3,264 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Right-of-use assets | 2,266 | 2,150 |
Right of Use Assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Right-of-use assets | $ 6,006 | $ 6,109 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |||||
Financing leases related to property and equipment | $ 196,000 | $ 196,000 | $ 121,000 | ||
Depreciation and amortization | $ 138,000 | $ 146,000 | $ 276,000 | $ 296,000 |
Schedule of Goodwill and Intang
Schedule of Goodwill and Intangible Assets Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | [1] | $ 10,672 | $ 10,672 |
Total intangible assets | 66,143 | 66,143 | |
Accumulated amortization | [2] | (19,516) | (19,451) |
Intangible assets, net | 46,627 | 46,692 | |
IPR&D - OPC1 [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible assets | [3] | 31,700 | 31,700 |
IPR&D - VAC [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, see Note 14 (Commitment and Contingencies) for further discussion on the Asterias Merger.[2]As of June 30, 2023 acquired patents were fully amortized and the acquired royalty contracts had a remaining unamortized balance of approximately $ 87,000 46.5 31.7 14.8 Business Combinations |
Schedule of Goodwill and Inta_2
Schedule of Goodwill and Intangible Assets Net (Details) (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | ||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets acquired | $ 46,500 | ||
Fair value of intangible assets | 66,143 | $ 66,143 | |
Unamortized remaining balance | 87,000 | ||
IPR&D - OPC1 [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Fair value of intangible assets | [1] | 31,700 | 31,700 |
IPR&D - VAC [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Fair value of intangible assets | [1] | $ 14,840 | $ 14,840 |
[1]Asterias had two in-process research and development (“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 Expenses (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 65 |
2024 | 22 |
Total | $ 87 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 32,000 | $ 32,000 | $ 65,000 | $ 65,000 |
Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful life | 5 years | 5 years | ||
Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful life | 10 years | 10 years |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 2,187 | $ 2,393 | |
Accrued compensation | 1,917 | 2,382 | |
Accrued liabilities | [1] | 581 | 3,833 |
Total | $ 4,685 | $ 8,608 | |
[1]The decrease in accrued liabilities was due to a payment made in connection with the settlement of litigation in February 2023 related to the Asterias Merger. See Note 14 (Commitment and Contingencies) for additional information. |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | $ 37,680 | $ 50,622 | |
Liabilities | 1 | 2 | |
Marketable Debt Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 11,727 | 46,097 | |
Marketable Equity Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 312 | 423 | |
Cell Cure Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | [1] | 1 | 2 |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 37,680 | 50,622 | |
Liabilities | |||
Fair Value, Inputs, Level 1 [Member] | Marketable Debt Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 11,727 | 46,097 | |
Fair Value, Inputs, Level 1 [Member] | Marketable Equity Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 312 | 423 | |
Fair Value, Inputs, Level 1 [Member] | Cell Cure Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | [1] | ||
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | |||
Liabilities | |||
Fair Value, Inputs, Level 2 [Member] | Marketable Debt Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | |||
Fair Value, Inputs, Level 2 [Member] | Marketable Equity Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | |||
Fair Value, Inputs, Level 2 [Member] | Cell Cure Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | [1] | ||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | |||
Liabilities | 1 | 2 | |
Fair Value, Inputs, Level 3 [Member] | Marketable Debt Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | |||
Fair Value, Inputs, Level 3 [Member] | Marketable Equity Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | |||
Fair Value, Inputs, Level 3 [Member] | Cell Cure Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | |||
Liabilities | [1] | 1 | 2 |
Money Market Funds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | [2] | 25,641 | 4,102 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | [2] | 25,641 | 4,102 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | [2] | ||
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | [2] | ||
[1]Included in other current liabilities and/or long-term liabilities in the accompanying condensed consolidated balance sheet.[2]Included in cash and cash equivalents in the accompanying condensed consolidated balance sheet. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Neal Bradsher [Member] | Broadwood Partners, L.P [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Legal expenses | $ 625,000 |
Schedule of Shareholder_s Equit
Schedule of Shareholder’s Equity (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
BALANCE - March 31, 2021 | $ 69,015 | $ 71,936 | $ 85,218 | $ 90,898 | $ 71,936 | $ 90,898 |
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes | (37) | (9) | (8) | |||
Shares issued upon exercise of stock options | 22 | 25 | 10 | 189 | ||
Stock-based compensation | 1,280 | 1,031 | 1,235 | 1,106 | ||
Unrealized gain on marketable securities | 50 | 91 | ||||
Foreign currency translation gain | 446 | 373 | 1,730 | 124 | 819 | 1,854 |
Net loss | (5,203) | (4,404) | (6,782) | (7,093) | (9,607) | (13,875) |
Shares issued through ATM | 5,841 | |||||
Financing related fees | (193) | |||||
BALANCE - June 30, 2022 | 71,258 | 69,015 | 81,499 | 85,218 | 71,258 | 81,499 |
Subsidiary warrant exercise, net | 97 | 2 | ||||
Preferred Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
BALANCE - March 31, 2021 | ||||||
Beginning Balance, shares | ||||||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes | ||||||
Shares issued upon exercise of stock options | ||||||
Stock-based compensation | ||||||
Unrealized gain on marketable securities | ||||||
Foreign currency translation gain | ||||||
Net loss | ||||||
Shares issued through ATM | ||||||
Financing related fees | ||||||
BALANCE - June 30, 2022 | ||||||
Ending Balance, shares | ||||||
Subsidiary warrant exercise, net | ||||||
Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
BALANCE - March 31, 2021 | $ 441,299 | $ 440,280 | $ 435,818 | $ 434,529 | $ 440,280 | $ 434,529 |
Beginning Balance, shares | 170,174 | 170,093 | 169,727 | 169,477 | 170,093 | 169,477 |
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes | $ (37) | $ (9) | $ (8) | |||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes, shares | 53 | 10 | 10 | |||
Shares issued upon exercise of stock options | $ 22 | $ 25 | $ 10 | $ 189 | ||
Shares issued upon exercise of stock options, shares | 28 | 28 | 11 | 240 | ||
Stock-based compensation | $ 1,280 | $ 1,031 | $ 1,235 | $ 1,106 | ||
Unrealized gain on marketable securities | ||||||
Foreign currency translation gain | ||||||
Net loss | ||||||
Shares issued through ATM | $ 5,841 | |||||
Shares issued through ATM, shares | 4,237 | |||||
Financing related fees | $ (193) | |||||
BALANCE - June 30, 2022 | $ 448,249 | $ 441,299 | $ 437,151 | $ 435,818 | $ 448,249 | $ 437,151 |
Ending Balance, shares | 174,439 | 170,174 | 169,748 | 169,727 | 174,439 | 169,748 |
Subsidiary warrant exercise, net | $ 97 | $ 2 | ||||
Retained Earnings [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
BALANCE - March 31, 2021 | $ (367,742) | $ (363,370) | (344,184) | (337,097) | $ (363,370) | $ (337,097) |
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes | ||||||
Shares issued upon exercise of stock options | ||||||
Stock-based compensation | ||||||
Unrealized gain on marketable securities | ||||||
Foreign currency translation gain | ||||||
Net loss | (5,229) | (4,372) | (6,763) | (7,087) | ||
Shares issued through ATM | ||||||
Financing related fees | ||||||
BALANCE - June 30, 2022 | (372,971) | (367,742) | (350,947) | (344,184) | (372,971) | (350,947) |
Subsidiary warrant exercise, net | ||||||
Noncontrolling Interest [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
BALANCE - March 31, 2021 | (1,435) | (1,403) | (1,329) | (1,323) | (1,403) | (1,323) |
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes | ||||||
Shares issued upon exercise of stock options | ||||||
Stock-based compensation | ||||||
Unrealized gain on marketable securities | ||||||
Foreign currency translation gain | ||||||
Net loss | 26 | (32) | (19) | (6) | ||
Shares issued through ATM | ||||||
Financing related fees | ||||||
BALANCE - June 30, 2022 | (1,409) | (1,435) | (1,348) | (1,329) | (1,409) | (1,348) |
Subsidiary warrant exercise, net | ||||||
AOCI Attributable to Parent [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
BALANCE - March 31, 2021 | (3,107) | (3,571) | (5,087) | (5,211) | (3,571) | (5,211) |
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes | ||||||
Shares issued upon exercise of stock options | ||||||
Stock-based compensation | ||||||
Unrealized gain on marketable securities | 50 | 91 | ||||
Foreign currency translation gain | 446 | 373 | 1,730 | 124 | ||
Net loss | ||||||
Shares issued through ATM | ||||||
Financing related fees | ||||||
BALANCE - June 30, 2022 | $ (2,611) | $ (3,107) | (3,357) | (5,087) | $ (2,611) | $ (3,357) |
Subsidiary warrant exercise, net |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Dec. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Subsidiary or Equity Method Investee [Line Items] | ||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||||
Preferred stock, no par value | $ 0 | $ 0 | $ 0 | |||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | |||||
Common stock, shares outstanding | 174,439,434 | 174,439,434 | 170,093,114 | |||||
Net proceeds | $ 5,700 | |||||||
Sale of stock | 0 | 0 | ||||||
Proceeds from issuance of common stock | $ 5,800 | $ 5,789 | $ 148 | |||||
Sales Agreement [Member] | Parent Company [Member] | ||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||
Net proceeds | $ 64,100 | $ 25,000 | ||||||
Common stock unsold | $ 14,100 | |||||||
Sale of stock | 4,345,596 | |||||||
Sale of Stock, Price Per Share | $ 1.41 | $ 1.41 | ||||||
Proceeds from issuance of common stock | $ 6,100 | |||||||
Equity Securities, FV-NI | $ 58,000 | $ 58,000 | ||||||
December Twenty Twenty Two Prospectus Supplement [Member] | ||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||
Sale of stock | 4,237,396 | |||||||
2017 Sales Agreement [Member] | Cantor Fitzgerald and Co Member [Member] | ||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||
Percentage of commission payable | 3% |
Schedule of Share-based Compens
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Stock Option Plan of 2021 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options Outstanding, Beginning balance | 6,001 |
Weighted Average Exercise Price of Options Outstanding, beginning balance | $ / shares | $ 1.40 |
Number of Options Outstanding, Options granted | 5,271 |
Weighted Average Exercise Price of Options Outstanding, Options granted | $ / shares | $ 1.46 |
Number of Options Outstanding, Options expired/forfeited/cancelled | (160) |
Weighted Average Exercise Price of Options Outstanding, Options expired/forfeited/cancelled | $ / shares | $ 1.43 |
Number of Options Outstanding, Ending balance | 11,112 |
Weighted Average Exercise Price of Options Outstanding, Ending | $ / shares | $ 1.43 |
Number of Options exercisable | 1,373 |
Weighted Average Exercise Price of Options exercisable | $ / shares | $ 1.39 |
Number of RSUs Outstanding, Beginning balance | 939 |
Number of RSUs Outstanding, RSUs forfeited | (100) |
Number of RSUs Outstanding, Rsu vested | (80) |
Number of RSUs Outstanding, Ending balance | 759 |
Stock Option Plan of 2012 and 2018 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options Outstanding, Beginning balance | 12,172 |
Weighted Average Exercise Price of Options Outstanding, beginning balance | $ / shares | $ 1.83 |
Number of Options Outstanding, Options expired/forfeited/cancelled | (382) |
Weighted Average Exercise Price of Options Outstanding, Options expired/forfeited/cancelled | $ / shares | $ 1.83 |
Number of Options Outstanding, Ending balance | 11,734 |
Weighted Average Exercise Price of Options Outstanding, Ending | $ / shares | $ 1.83 |
Number of Options exercisable | 9,437 |
Weighted Average Exercise Price of Options exercisable | $ / shares | $ 1.79 |
Number of Options Outstanding, Options exercised | (56) |
Weighted Average Exercise Price of Options, Options exercised | $ / shares | $ 0.84 |
Schedule of Weighted Average As
Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options (Details) - 2012 Plan [Member] | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life (in years) | 6 years 3 months | 6 years 3 months |
Risk-free interest rates | 4.20% | 2% |
Volatility | 74.50% | 73.40% |
Dividend yield | (0.00%) | (0.00%) |
Schedule of Stock Based Compens
Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 1,280 | $ 1,235 | $ 2,311 | $ 2,341 |
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 264 | 141 | 469 | 356 |
General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 1,016 | $ 1,094 | $ 1,842 | $ 1,985 |
Schedule Of Computation Of Dilu
Schedule Of Computation Of Diluted Net Loss Per Common Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stock Options [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Antidilutive securities, shares | 22,846 | 18,832 | 22,846 | 18,832 |
Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Antidilutive securities, shares | 759 | 967 | 759 | 967 |
Stock-Based Awards (Details Nar
Stock-Based Awards (Details Narrative) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Sep. 13, 2021 | |
2021 Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares available to be granted | 6,269,022 | 15,000,000 |
2012 and 2018 Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unvested stock options | $ 11.5 | |
Expected recognized expense over weighted average period | 2 years 10 months 24 days |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Deferred income tax expense (benefit) | $ 1,803 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash flows from operating leases | $ 538 | $ 508 |
Operating cash flows from financing leases | 5 | 9 |
Financing cash flows from financing leases | 29 | 15 |
Operating leases | 33 | |
Finance leases | $ 79 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Right-of-use lease liabilities, current | $ 933 | $ 916 |
Right-of-use lease liabilities, noncurrent | 2,304 | 2,860 |
Lease liabilities, current | 54 | 36 |
Lease liabilities, noncurrent | 113 | 84 |
Operating Lease [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Right-of-use assets, net | 2,940 | 3,517 |
Right-of-use lease liabilities, current | 933 | 916 |
Right-of-use lease liabilities, noncurrent | 2,304 | 2,860 |
Total operating lease liabilities | $ 3,237 | $ 3,776 |
Operating Lease, Weighted Average Remaining Lease Term | 3 years 10 months 24 days | 4 years 3 months 18 days |
Operating Lease, Weighted Average Discount Rate, Percent | 6.40% | 6.30% |
Financing Leases [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Financing leases, Right-of-use assets, net | $ 157 | $ 105 |
Lease liabilities, current | 54 | 29 |
Lease liabilities, noncurrent | 113 | 84 |
Total finance lease liabilities | 167 | 113 |
Other current liabilities | 7 | |
Total finance lease liabilities | $ 167 | $ 120 |
Finance Lease, Weighted Average Remaining Lease Term | 3 years 4 months 24 days | 4 years 1 month 6 days |
Finance Lease, Weighted Average Discount Rate, Percent | 6.80% | 6.90% |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Commitments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Operating Lease [Member] | ||
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
2023 | $ 564 | |
2024 | 942 | |
2025 | 872 | |
2026 | 637 | |
2027 | 675 | |
Total lease payments | 3,690 | |
Less imputed interest | (453) | |
Total | 3,237 | $ 3,776 |
Financing Leases [Member] | ||
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
2023 | 32 | |
2024 | 61 | |
2025 | 50 | |
2026 | 26 | |
2027 | 19 | |
Total lease payments | 188 | |
Less imputed interest | (21) | |
Total | $ 167 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 6 Months Ended | |||||||||||||||||||
Nov. 01, 2022 USD ($) | Nov. 01, 2022 ILS (₪) | Aug. 01, 2022 USD ($) | Aug. 01, 2022 ILS (₪) | Dec. 17, 2021 USD ($) | Nov. 30, 2021 USD ($) ft² m² | May 06, 2020 GBP (£) | Feb. 28, 2023 USD ($) | Sep. 30, 2022 ft² | Aug. 31, 2022 ft² m² | Jan. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 31, 2020 USD ($) | May 31, 2020 GBP (£) | May 31, 2019 USD ($) ft² | Jan. 31, 2018 USD ($) ft² m² | Jan. 31, 2018 ILS (₪) ft² m² | Jun. 30, 2023 USD ($) ft² m² | Jun. 30, 2023 ILS (₪) ft² m² | Nov. 30, 2021 ILS (₪) ft² m² | Jun. 15, 2017 | |
Loss Contingencies [Line Items] | |||||||||||||||||||||
Upfront payment | $ 50,000,000 | $ 50,000,000 | $ 14,300,000 | ||||||||||||||||||
Additional milestone payments | $ 620,000,000 | ||||||||||||||||||||
Grants awarded percentage | 50% | 50% | |||||||||||||||||||
Royalty payment percentage | 24.30% | 24.30% | 50% | ||||||||||||||||||
Aggregate cap amount | $ 92,100,000 | ||||||||||||||||||||
Sublicensing fee percentage | 21.50% | ||||||||||||||||||||
Payments for Advance to Affiliate | $ 50,000,000 | ||||||||||||||||||||
Insurance deductable | $ 25,000 | ||||||||||||||||||||
ITI Collaboration Agreement [Member] | |||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||
Upfront payment | 500,000 | ||||||||||||||||||||
Budgetary commitment amount | 2,200,000 | ||||||||||||||||||||
Purchase obligation | 1,600,000 | ||||||||||||||||||||
Milestone payment received | 500,000 | ||||||||||||||||||||
License Agreement [Member] | |||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||
Agreed signature fee amount | $ 1,600,000 | ||||||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||
Litigation settlement amount | 10,650,000 | ||||||||||||||||||||
Settlement Agreement [Member] | Insurers [Member] | |||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||
Litigation settlement amount | 7,120,000 | ||||||||||||||||||||
Settlement Agreement [Member] | Parent Company [Member] | |||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||
Litigation settlement amount | $ 3,530,000 | ||||||||||||||||||||
Israel Innovation Authority [Member] | |||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||
Loss contingency accrual, payments | 12,100,000 | ||||||||||||||||||||
Hadasit Medical Research Services and Development Ltd [Member] | |||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||
Loss contingency accrual, payments | $ 8,900,000 | ||||||||||||||||||||
Pay costs percentage | 21.50% | ||||||||||||||||||||
Hadasit Medical Research Services and Development Ltd [Member] | Maximum [Member] | |||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||
Contingency withheld amount | $ 1,900,000 | ||||||||||||||||||||
GBP [Member] | License Agreement [Member] | |||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||
Agreed signature fee amount | £ | £ 1,250,000 | ||||||||||||||||||||
Clinical regulatory milestone | £ | £ 8,000,000 | ||||||||||||||||||||
Sales related milestones | £ | £ 22,500,000 | ||||||||||||||||||||
Cell Cure [Member] | |||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||
Rentable area | ft² | 1,432 | 10,054 | 10,054 | 1,432 | |||||||||||||||||
Base rent | $ 3,757 | ||||||||||||||||||||
Land subject to ground leases | m² | 133 | 934 | 934 | 133 | |||||||||||||||||
Lessee operating lease renewal term description | option to extend the lease for five years | option to extend the lease for five years | option to extend the lease for five years | ||||||||||||||||||
Base rent and construction allowance per month | $ 26,000 | ||||||||||||||||||||
Payments for rent | $ 3,951 | ₪ 12,494 | |||||||||||||||||||
Cell Cure [Member] | NIS [Member] | |||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||
Base rent | ₪ | ₪ 1,880 | ||||||||||||||||||||
Base rent and construction allowance per month | ₪ | ₪ 93,827 | ||||||||||||||||||||
Carlsbad Lease [Member] | |||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||
Rentable area | ft² | 8,841 | ||||||||||||||||||||
Lease expiration date | Mar. 31, 2026 | ||||||||||||||||||||
Base rent | $ 24,666 | ||||||||||||||||||||
Increased rent amount | $ 25,197 | ||||||||||||||||||||
Secuirty deposit | 17,850 | ||||||||||||||||||||
Carlsbad Sub Lease [Member] | |||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||
Rentable area | ft² | 4,500 | ||||||||||||||||||||
Lease expiration date | Mar. 31, 2024 | ||||||||||||||||||||
Base rent | 22,500 | ||||||||||||||||||||
Secuirty deposit | 22,500 | ||||||||||||||||||||
Lease commencement date | Oct. 01, 2022 | ||||||||||||||||||||
Office and Laboratory Space, Jerusalem, Israel [Member] | NIS [Member] | |||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||
Base rent | ₪ | ₪ 39,776 | ||||||||||||||||||||
Office and Laboratory Space, Jerusalem, Israel [Member] | December 31, 2018 Exchange Rate [Member] | |||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||
Base rent | $ 12,200 | ||||||||||||||||||||
Office and Laboratory Space, Jerusalem, Israel [Member] | Cell Cure [Member] | |||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||
Rentable area | ft² | 3,229 | 7,842 | 7,842 | ||||||||||||||||||
Lease expiration date | Dec. 31, 2027 | Dec. 31, 2027 | |||||||||||||||||||
Land subject to ground leases | m² | 300 | 728.5 | 728.5 | ||||||||||||||||||
Base monthly rent | $ 4,800 | ₪ 16,350 | |||||||||||||||||||
January 2018 Lease [Member] | |||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||
Deposit assets | $ 439,000 |