$30 Million Upfront With Up to an Additional
$36 Million of Aggregate Gross Proceeds Upon the Exercise in Full
of Clinical Milestone-linked Common Warrants
Lineage Cell Therapeutics, Inc. (NYSE American and TASE: LCTX),
a clinical-stage biotechnology company developing allogeneic cell
therapies for unmet medical needs, today announced the first
closing of its previously announced registered direct offering for
the purchase and sale of up to an aggregate of 39,473,688 of
Lineage’s common shares and accompanying warrants (the “common
warrants”) to purchase an aggregate of up to 39,473,688 of
Lineage’s common shares at a combined purchase price of $0.76 per
common share and accompanying common warrant. Lineage issued an
aggregate of 31,578,951 common shares and common warrants to
purchase up to 31,578,951 common shares to certain healthcare
focused institutional investors in the first closing. Each common
warrant will be exercisable for one common share at an exercise
price of $0.91 per common share and will be exercisable commencing
six months following their date of issuance and will expire on the
earlier of (a) the three-year anniversary of the initial exercise
date, and (b) the 90th day following the date of the public
disclosure of the intent to advance OpRegen® (also known as RG6501)
into a multi-center phase 2 or 3 clinical trial which includes a
control or comparator arm, or if the date of such public disclosure
occurs prior to the initial exercise date of the common warrants,
the 90th day following the initial exercise date.
H.C. Wainwright & Co. served as the exclusive placement
agent for the offering.
The offering of the securities to Broadwood Partners, L.P.
(“Broadwood”), an affiliate of Neal Bradsher, a member of Lineage’s
board of directors, is expected to close upon obtaining shareholder
approval to satisfy applicable NYSE American rules and to the
satisfaction of customary closing conditions. The common warrants
that may be issued to Broadwood pursuant to the definitive purchase
agreement entered into between Lineage and Broadwood will not be
exercisable until the later of (i) their date of issuance, which
will be the date shareholder approval is obtained, and (ii) the
six-month anniversary of the date of issuance of the common
warrants to the unaffiliated institutional investors in the
offering.
Lineage received $24 million in aggregate gross proceeds in the
first closing of the offering, which was with respect to the
investments by the unaffiliated institutional investors, and
expects to receive approximately $6 million in additional gross
proceeds from the offering with respect to the investment by
Broadwood, in each case, before deducting the placement agent’s
fees and other offering expenses payable by Lineage. The potential
additional gross proceeds to Lineage from the common warrants, if
fully exercised on a cash basis, will be approximately $36 million.
No assurance can be given that Lineage will obtain the shareholder
approval required to satisfy applicable NYSE American rules in
order to sell the securities in the offering to Broadwood or that
any of the common warrants will be exercised. Lineage currently
plans to use the net proceeds from the offering for working capital
and general corporate purposes, including research and development
expenses and capital expenditures.
The securities described above were offered and sold by Lineage
in a registered direct offering pursuant to a “shelf” registration
statement on Form S-3 (File No. 333-277758) filed with the
Securities and Exchange Commission (the “SEC”) on March 7, 2024,
and which was declared effective by the SEC on May 14, 2024. The
offering of the securities in the registered direct offering was
made only by means of a base prospectus and a prospectus supplement
that forms a part of the effective registration statement. A final
prospectus supplement and the accompanying base prospectus relating
to the offering were filed with the SEC and are available on the
SEC’s website at www.sec.gov. Electronic copies of the final
prospectus supplement and the accompanying base prospectus may also
be obtained from H.C. Wainwright & Co., LLC at 430 Park Avenue,
3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail
at placements@hcwco.com.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or other jurisdiction in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other
jurisdiction.
About Lineage Cell Therapeutics, Inc.
Lineage Cell Therapeutics is a clinical-stage biotechnology
company developing novel, “off-the-shelf,” cell therapies to
address unmet medical needs. Lineage’s programs are based on its
proprietary cell-based technology platform and associated
development and manufacturing capabilities. From this platform,
Lineage designs, develops, manufactures, and tests specialized
human cells with anatomical and physiological functions similar or
identical to cells found naturally in the human body. These cells
are created by applying directed differentiation protocols to
established, well-characterized, and self-renewing pluripotent cell
lines. These protocols generate cells with characteristics
associated with specific and desired developmental lineages. Cells
derived from such lineages are transplanted into patients in an
effort to replace or support cells that are absent or dysfunctional
due to degenerative disease, aging, or traumatic injury, and to
restore or augment the patient’s functional activity. Lineage’s
neuroscience focused pipeline currently includes: (i) OpRegen, a
retinal pigment epithelial cell therapy in Phase 2a development
under a worldwide collaboration with Roche and Genentech, a member
of the Roche Group, for the treatment of geographic atrophy
secondary to age-related macular degeneration; (ii) OPC1, an
oligodendrocyte progenitor cell therapy in Phase 1/2a development
for the treatment of spinal cord injuries; (iii) ReSonance™ (ANP1),
an auditory neuronal progenitor cell therapy for the potential
treatment of auditory neuropathy; (iv) PNC1, a photoreceptor neural
cell therapy for the potential treatment of vision loss due to
photoreceptor dysfunction or damage; and (v) RND1, a novel
hypoimmune induced pluripotent stem cell line being developed in
collaboration with Factor Bioscience Limited. For more information,
please visit www.lineagecell.com or follow the company on X/Twitter
@LineageCell.
Forward-Looking Statements
Lineage cautions you that all statements, other than statements
of historical fact, in this press release, are forward-looking
statements. Forward-looking statements, in some cases, can be
identified by terms such as “believe,” “aim,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,”
“could,” “can,” “plan,” “potential,” “predict,” “seek,” “should,”
“would,” “contemplate,” “project,” “target,” “tend to,” or the
negative version of these words and similar expressions. Lineage’s
forward-looking statements are based upon its current expectations
and beliefs and involve assumptions that may never materialize or
may prove to be incorrect. Such statements include, but are not
limited to, statements relating to the closing of the offering of
the securities to Broadwood, the total potential amount and use of
proceeds from the offering, the exercise of the common warrants in
cash prior to their expiration and the exercise of the common
warrants upon the achievements of such milestone events or
otherwise prior to their expiration. Forward-looking statements
involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements to be
materially different from the results, performance or achievements
expressed or implied by the forward-looking statements, including,
but not limited to, the risks that the offering may not close due
to the failure to satisfy the applicable closing conditions,
including, with respect to the offering of securities to Broadwood,
obtaining shareholder approval to satisfy applicable NYSE American
rules, and that the common warrants may not be exercised or, if
exercised, the exercise price may not be paid in cash, and those
risks and uncertainties inherent in Lineage’s business and other
risks discussed in Lineage’s filings with the SEC. Further
information regarding these and other risks is included under the
heading “Risk Factors” in Lineage’s periodic reports with the SEC,
including Lineage’s most recent Annual Report on Form 10-K filed
with the SEC and its other subsequent reports, which are available
from the SEC’s website. You are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the
date on which they were made. Lineage undertakes no obligation to
update such statements to reflect events that occur or
circumstances that exist after the date on which they were made,
except as required by law. All forward-looking statements are
expressly qualified in their entirety by these cautionary
statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20241121738269/en/
Lineage Cell Therapeutics, Inc. IR Ioana C. Hone
(ir@lineagecell.com) (442) 287-8963
Russo Partners – Media Relations Nic Johnson or David
Schull (Nic.johnson@russopartnersllc.com)
(David.schull@russopartnersllc.com) (212) 845-4242
Grafico Azioni Lineage Cell Therapeutics (AMEX:LCTX)
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