LCTX prices $1.75 block to Janus Henderson for 12M shares

Rhea-AI Filing Summary

Lineage Cell Therapeutics (LCTX) completed a capital raise. On November 12, 2025, the company sold 12,000,000 common shares to Janus Henderson Investors at $1.75 per share in a block transaction under its at-the-market program. The transaction generated $21 million in gross proceeds before fees and expenses.

This direct sale to a single institutional investor provides new cash to the company while increasing the share count. The pricing and size were fixed in the block trade, rather than dribbled out, which can offer execution certainty under an ATM framework.

Insights

Capital markets analyst

Neutral cash raise: $21M gross via 12M-share block.

Lineage Cell Therapeutics executed a block sale of 12,000,000 shares at $1.75 per share to Janus Henderson Investors, conducted under the company’s ATM program. Gross proceeds totaled $21 million, which increases the company’s cash while expanding shares outstanding.

Because this was a single block, the pricing and quantity were set in one transaction, rather than incremental ATM sales. Net proceeds will be lower than gross due to fees and expenses; specific uses of cash were not detailed in the excerpt.

Subsequent filings may provide net proceeds and any stated uses of funds. Actual market impact will depend on trading dynamics following the November 12, 2025 placement.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2025

Lineage Cell Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

California			001-12830	94-3127919
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
2173 Salk Avenue, Suite 200
Carlsbad, California				92008
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (442) 287-8990

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common shares		LCTX		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On November 12, 2025, Lineage Cell Therapeutics, Inc. (the “Company”) sold 12,000,000 common shares to Janus Henderson Investors at a purchase price of $1.75 per share in a block transaction under its at-the-market offering program. The Company received $21 million in gross proceeds, before deducting fees and other expenses payable by it.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Lineage Cell Therapeutics, Inc.
Date:	November 12, 2025	By:	/s/ George A. Samuel III
		Name: Title:	George A. Samuel III General Counsel and Corporate Secretary

FAQ

What did Lineage Cell Therapeutics (LCTX) announce?

The company sold 12,000,000 common shares to Janus Henderson Investors at $1.75 per share in a block transaction under its ATM program.

How much cash did LCTX raise from the share sale?

The transaction generated $21 million in gross proceeds before fees and expenses.

Who bought the newly issued LCTX shares?

Janus Henderson Investors purchased the 12,000,000 shares in a single block trade.

What was the price per share for the LCTX block sale?

The shares were sold at $1.75 per share.

When did the LCTX transaction occur?

The sale occurred on November 12, 2025.

Was the sale part of an at-the-market (ATM) program?

Yes. The block transaction was conducted under the company’s ATM program.