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Lineage Cell Therapeutics Announces Closing of $14.0 Million Registered Direct Offering

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Lineage Cell Therapeutics, Inc. (LCTX) closes a registered direct offering, selling 13,461,540 common shares at $1.04 per share, raising $14.0 million. Broadwood Partners and Don M. Bailey, board members, participated. The offering aims to bolster the balance sheet for upcoming milestones without dilutive elements.
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Lineage Cell Therapeutics' recent registered direct offering is a significant financial maneuver, demonstrating the ability to raise capital without the typical discounts or dilutive effects often seen in similar transactions. The offering's pricing at the closing market price suggests market confidence and avoids immediate dilution for existing shareholders. Insider participation, notably from board members, underscores a commitment to the company's future and could be perceived as a positive signal to the market. The $14 million raised is substantial for a clinical-stage biotech company, providing a fortified balance sheet to support upcoming clinical trials and R&D efforts. However, investors should be mindful of the potential for future dilution, as the company may need additional capital to reach commercialization.

In the context of the biotech industry, Lineage's strategy to raise funds without investment bank intermediaries is unusual and may reflect a strategic move to minimize costs and maintain control over the offering process. The allocation of funds towards clinical trials and R&D is typical for companies in this sector, where the path to profitability is heavily reliant on the successful development and commercialization of product candidates. The company's focus on allogeneic cell therapies positions it within a highly innovative and competitive field, with significant growth potential if its therapies prove effective and gain regulatory approval. The impact of this capital infusion on Lineage's operational capabilities could be pivotal in accelerating its product candidates' trajectory towards market readiness.

Lineage's use of a 'shelf' registration statement for this offering is a common practice that allows companies to prepare for offerings in advance and then issue shares opportunistically. The compliance with SEC regulations, including the filing of a final prospectus supplement, provides transparency and legal rigor to the process. It is important for investors to understand that such offerings, while not requiring an immediate investment bank, are still subject to the same legal and regulatory scrutiny to protect investors and the integrity of the markets. The exclusion of any offer to sell or solicitation in states or jurisdictions where it would be unlawful ensures adherence to the complex web of securities laws governing such transactions.

CARLSBAD, Calif.--(BUSINESS WIRE)-- 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 closing of its previously announced registered direct offering for the purchase and sale of 13,461,540 of the company’s common shares at an offering price of $1.04 per common share. The price per share was the closing price of the company’s common shares on NYSE American on February 5, 2024. Broadwood Partners, L.P., which is affiliated with Neal Bradsher, a member of the Company’s board of directors, has purchased 6,730,770 common shares in the offering, and Don M. Bailey, a member of the Company’s board of directors, has purchased approximately 100,000 common shares in the offering.

“This offering strategically strengthens our balance sheet, which can aid us in reaching important milestones in the months ahead,” stated Brian M. Culley, Lineage CEO. “This deal was priced at-market, without a discount or dilutive structural elements like warrants. It featured significant insider and pre-existing shareholder participation and was executed without an investment bank. We appreciate the contributions of all parties involved in this transaction and look forward to advancing our product candidates this year.”

The aggregate gross proceeds to Lineage from the offering at the closing were $14.0 million before deducting estimated offering expenses payable by Lineage. Lineage intends to use the proceeds from the offering for general corporate purposes, which may include clinical trials, research and development activities, general and administrative costs, and to meet working capital needs.

The securities described above were offered and sold by Lineage pursuant to a “shelf” registration statement on Form S-3 (File No. 333-254167), including a base prospectus, previously filed with the Securities and Exchange Commission, or the SEC, on March 11, 2021, and declared effective by the SEC on March 19, 2021. Such securities were offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and an accompanying base prospectus relating to the securities was filed with the SEC. Electronic copies of the prospectus supplement and the accompanying base prospectus may be obtained by visiting the SEC’s website at http://www.sec.gov.

This press release does not constitute an offer to sell or the 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 an offer, solicitation or sale would be unlawful prior to 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 cell therapies for unmet medical needs. Lineage’s programs are based on its robust proprietary cell-based therapy platform and associated in-house development and manufacturing capabilities. With this platform Lineage develops and manufactures specialized, terminally differentiated human cells from its pluripotent and progenitor cell starting materials. These differentiated cells are developed to either replace or support cells that are dysfunctional or absent due to degenerative disease or traumatic injury or administered as a means of helping the body mount an effective immune response to cancer. Lineage’s clinical and preclinical programs are in markets with billion dollar opportunities and include five allogeneic (“off-the-shelf”) product candidates: (i) OpRegen, a retinal pigment epithelial cell therapy in Phase 2a development for the treatment of geographic atrophy secondary to age-related macular degeneration, is being developed under a worldwide collaboration with Roche and Genentech, a member of the Roche Group; (ii) OPC1, an oligodendrocyte progenitor cell therapy in Phase 1/2a development for the treatment of acute spinal cord injuries; (iii) VAC2, a dendritic cell therapy produced from Lineage’s VAC technology platform for immuno-oncology and infectious disease, currently in Phase 1 clinical development for the treatment of non-small cell lung cancer; (iv) ANP1, an auditory neuronal progenitor cell therapy for the potential treatment of auditory neuropathy; and (v) PNC1, a photoreceptor neural cell therapy for the potential treatment of vision loss due to photoreceptor dysfunction or damage. For more information, please visit www.lineagecell.com or follow the company on Twitter @LineageCell.

Forward-Looking Statements

Lineage cautions you that all statements, other than statements of historical facts, contained in this press release, are forward-looking statements. Forward-looking statements, in some cases, can be identified by terms such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,” “could,” “plan,” “potential,” “predict,” “seek,” “should,” “would,” “contemplate,” “project,” “target,” “objective,” or the negative version of these words and similar expressions. In this press release, forward-looking statements include, but are not limited to, statements relating to the expected use of proceeds from the offering. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Lineage’s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by the forward-looking statements in this press release, including those risks and uncertainties inherent in Lineage’s business and other risks discussed in Lineage’s filings with the SEC. Lineage’s forward-looking statements are based upon its current expectations and involve assumptions that may never materialize or may prove to be incorrect. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. 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 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.

Lineage Cell Therapeutics, Inc. IR

Ioana C. Hone

(ir@lineagecell.com)

(442) 287-8963

LifeSci Advisors

Daniel Ferry

(daniel@lifesciadvisors.com)

(617) 430-7576

Russo Partners – Media Relations

Nic Johnson or David Schull

(Nic.johnson@russopartnersllc.com)

(David.schull@russopartnersllc.com)

(212) 845-4242

Source: Lineage Cell Therapeutics, Inc.

Lineage Cell Therapeutics sold 13,461,540 common shares in the direct offering.

The common shares were sold at $1.04 per share in Lineage Cell Therapeutics' offering.

Lineage Cell Therapeutics raised $14.0 million through the direct offering.

The proceeds from the offering will be used for general corporate purposes, including clinical trials, research and development activities, administrative costs, and working capital needs.

Broadwood Partners and Don M. Bailey, both board members, participated in Lineage Cell Therapeutics' offering.
Lineage Cell Therapeutics Inc

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Biological Product (except Diagnostic) Manufacturing
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Health Technology, Biotechnology, Manufacturing, Biological Product (except Diagnostic) Manufacturing
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About LCTX

biotime, inc. is a clinical-stage biotechnology company focused on developing and commercializing novel therapies developed from what we believe to be the world's premier collection of pluripotent cell assets. the foundation of our core therapeutic technology platform is pluripotent cells that are capable of becoming any of the cell types in the human body. pluripotent cells have potential application in many areas of medicine with large unmet patient needs, including various age-related degenerative diseases and degenerative conditions for which there presently are no cures. unlike pharmaceuticals that require a molecular target, therapeutic strategies based on the use of pluripotent cells are generally aimed at regenerating or replacing affected cells and tissues, and therefore may have broader applicability than pharmaceutical products.