Additional Proxy Soliciting Materials (definitive) (defa14a)
September 02 2021 - 6:06AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed
by the Registrant [X]
Filed
by a Party other than the Registrant [ ]
Check
the appropriate box:
[ ]
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Preliminary
Proxy Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive
Proxy Statement
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[X]
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Definitive
Additional Materials
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[ ]
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Soliciting
Material Pursuant to §240.14a-12
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Lineage
Cell Therapeutics, Inc.
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials.
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[ ]
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its
filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
schedule or registration statement no.:
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(3)
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Filing
party:
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(4)
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Date
filed:
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SUPPLEMENTAL
INFORMATION REGARDING PROPOSAL 4 – APPROVAL OF THE LINEAGE CELL THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN
In
Proposal 4 (“Proposal 4”) of the proxy statement (the “Proxy Statement”) for the
2021 annual meeting of shareholders (the “Meeting”) of Lineage Cell Therapeutics, Inc. (“Lineage,”
“we,” “us,” and “our,”) on September 13, 2021, we are requesting
that our shareholders approve the Lineage Cell Therapeutics, Inc. 2021 Equity Incentive Plan (the “2021 Plan”).
As
stated in the Proxy Statement, if Proposal 4 is approved by our shareholders, the 2021 Plan will become effective as of the date of the
Meeting and no additional awards will be granted under either the Lineage Cell Therapeutics, Inc. 2012 Equity Incentive Plan (the “2012
Plan”) or the Asterias 2013 Equity Incentive Plan (the “Asterias Equity Plan,” and together with
the 2012 Plan, the “Existing Plans”) on or after the date of the Meeting. In this supplement to the Proxy Statement
(“Supplement”), we are providing additional information regarding recent grant activity under the Existing
Plans, reconfirming that we will not grant any additional awards under the Existing Plans after the date of the Meeting, and additionally
confirming that we will not grant any additional awards under the Existing Plans on or after the date of this Supplement prior to or
on the date of the Meeting. Accordingly, if Proposal 4 is approved by our shareholders, we will not grant any additional awards under
either of the Existing Plans on or after the date of this Supplement.
The
Proxy Statement discloses, under the section entitled “Overhang” in Proposal 4, certain information regarding our equity
incentive program as of July 19, 2021, the record date for the Meeting. The following table reflects recent grant activity under the
Existing Plans and provides certain updated information regarding our equity incentive program as of September 1, 2021:
Total number of common shares subject to outstanding stock options
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17,532,841
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Weighted-average exercise price of outstanding stock options
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$
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1.80
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Weighted-average remaining term of outstanding stock options
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7.64 years
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Total number of common shares subject to outstanding full value awards
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61,800
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Total number of common shares available for grant under the Existing Plans(1)
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8,361,224
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(1)
Such shares will not be available for grant under the 2021 Plan and if Proposal 4 is approved by our shareholders, no additional
awards will be granted under the Existing Plans on or after the date of this Supplement.
Vote
Required
If
a quorum is present at the Meeting, the approval of Proposal 4 requires the affirmative vote of a majority of both: (1) the shares present
in person or represented by proxy at the Meeting and entitled to vote on this proposal; and (2) the shares required to constitute a quorum.
OUR
BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE 2021 PLAN.
The
date of this Supplement is September 2, 2021.
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