Securities Registration: Employee Benefit Plan (s-8)
September 28 2021 - 4:17PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on September 28, 2021
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
Lineage
Cell Therapeutics, Inc.
(Exact
name of registrant as specified in its charter)
California
(State
or other jurisdiction of
incorporation
or organization)
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94-3127919
(I.R.S.
employer
identification
number)
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2173
Salk Avenue, Suite 200, Carlsbad, CA
(Address
of principal executive offices)
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92008
(Zip
code)
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Lineage
Cell Therapeutics, Inc. 2021 Equity Incentive Plan
(Full
title of the plan)
George A. Samuel III
General Counsel
Lineage
Cell Therapeutics, Inc.
2173
Salk Avenue, Suite 200
Carlsbad,
CA 92008
(Name
and address of agent for service)
(442)
287-8990
(Telephone
number, including area code, of agent for service)
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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☒
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Smaller
reporting company
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☒
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Emerging
growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION
FEE
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Title of securities
to be registered
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Amount
to be
registered (1)
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Proposed
maximum
offering price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
registration
fee
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Common shares, no par value
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30,358,599 (2)
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$
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2.40
(3)
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$
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72,860,637.60
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$
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7,949.10
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933 (the “Securities Act”), this registration statement also covers such number
of additional common shares of the registrant that may become issuable under the Lineage Cell Therapeutics, Inc. 2021 Equity Incentive
Plan (the “2021 Plan”) by reason of any stock split, stock dividend, recapitalization, or any other similar transaction
effected that results in an increase to the number of outstanding common shares of the registrant.
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(2)
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Subject
to adjustment for certain changes in the registrant’s capitalization, the aggregate number of common shares of the registrant
that may be issued under the 2021 Plan will not exceed the sum of (a) 15,000,000 shares and (b) the Prior Plan Returning Shares (as
defined below), as such shares become available from time to time. The 30,358,599 shares includes an estimated 15,358,599 Prior Plan
Returning Shares. The term “Prior Plan Returning Shares” means: (i) any common shares of the registrant subject to a
Prior Plan Award (as defined below) that on or following September 13, 2021 are not issued because such Prior Plan Award or any portion
thereof expires or otherwise terminates without all of the shares covered by such Prior Plan Award having been issued; (ii) any common
shares of the registrant subject to a Prior Plan Award that on or following September 13, 2021 are not issued because such Prior
Plan Award or any portion thereof is settled in cash; and (iii) any common shares of the registrant issued pursuant to a Prior Plan
Award that on or following September 13, 2021 are forfeited back to or repurchased by the registrant because of the failure to meet
a contingency or condition required for the vesting of such shares. The term “Prior Plan Award” means an award granted
under the Lineage Cell Therapeutics, Inc. 2012 Equity Incentive Plan that is outstanding as of September 13, 2021.
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(3)
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Estimated
solely for the purpose of computing the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act. The
proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the average of the high
and the low prices per share of the registrant’s common shares as reported on the NYSE American as of a date (September 21,
2021) within five business days prior to the filing of this registration statement.
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This
registration statement shall become effective upon filing in accordance with Rule 462(a) under the Securities Act.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
In
accordance with the instructional Note to Part I of Form S-8, the information specified by Part I of Form S-8 has been omitted from this
registration statement for offers of common shares pursuant to the 2021 Plan. The documents containing the information specified in Part
I will be delivered to the participants in the 2021 Plan as required by Rule 428(b)(1) under the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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ITEM
3.
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INCORPORATION
OF DOCUMENTS BY REFERENCE.
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The
following documents filed by Lineage Cell Therapeutics, Inc. (the “Company,” “we,” “us” or “our”)
with the Securities and Exchange Commission (“SEC”) are incorporated by reference into this registration statement (other
than information furnished under Item 2.02 or Item 7.01 of Form 8-K or other portions of documents filed with the SEC which are furnished,
but not filed, pursuant to applicable rules promulgated by the SEC):
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●
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our
Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 11, 2021;
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●
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our
Quarterly Reports on Form 10-K for the quarters ended March 31, 2021 and June 30, 2021, filed with the SEC on May 13, 2021 and August
12, 2021, respectively;
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●
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our
Current Reports on Form 8-K filed with the SEC on January 20, 2021, March 5, 2021, March 23, 2021, March 26, 2021, March 29, 2021,
April 22, 2021, May 3, 2021, May 5, 2021, June 1, 2021, June 16, 2021, July 21, 2021, and September 15, 2021; and
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●
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the
description of our common shares contained in our registration statement on Form 8-A, filed
with SEC on October 26, 2009, including any amendment or report filed for the purpose of updating such description
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All
reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the “Exchange Act”) prior to the filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of the filing of such reports and documents; provided, however, that documents, reports
and definitive proxy or information statements, or portions thereof, which are furnished and not filed in accordance with the rules of
the SEC shall not be deemed incorporated by reference into this registration statement. Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this registration statement.
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ITEM
4.
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DESCRIPTION
OF SECURITIES.
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Not
applicable.
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ITEM
5.
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INTERESTS
OF NAMED EXPERTS AND COUNSEL.
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Not
applicable.
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ITEM
6.
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INDEMNIFICATION
OF DIRECTORS AND OFFICERS.
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Section
317 of the California Corporations Code (“California Code”) provides for the indemnification of directors, officers, employees,
and other agents of corporations under certain conditions subject to certain limitations. In addition, Section 204(a)(10) of the California
Code permits a corporation to provide, in its articles of incorporation, that directors shall not have liability to the corporation or
its shareholders for monetary damages for breach of fiduciary duty, subject to certain prescribed exceptions. Our Restated Articles of
Incorporation, as amended to date, contains provisions for the indemnification of directors, officers, employees and other agents within
the limitations permitted by Section 317 and for the limitation on the personal liability of directors permitted by Section 204(b)(10),
subject to the exceptions required thereby.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our
company pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
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ITEM
7.
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EXEMPTION
FROM REGISTRATION CLAIMED.
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Not
applicable.
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Incorporated
by Reference
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Exhibit
No.
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Exhibit
Description
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Form
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File
No.
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Exhibit
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Filing
Date
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Filed
Herewith
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4.1
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Restated Articles of Incorporation, as amended
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10-Q
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001-12830
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3.1
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May
10, 2018
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4.2
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Certificate of Ownership
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8-K
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001-12830
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3.1
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Aug.
12, 2019
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4.3
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Amended and Restated Bylaws
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8-K
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001-12830
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3.2
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Aug.
12, 2019
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4.4
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Specimen
of Common Share Certificate
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S-1
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033-44549
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Dec.
18, 1991
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5.1
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Opinion of Breakwater Law Group, LLP
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X
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23.1
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Consent
of OUM & Co. LLP
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X
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23.2
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Consent of Breakwater Law Group, LLP (included in Exhibit 5.1)
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X
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24.1
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Powers of Attorney (included on the signature page of this registration statement)
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X
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99.1
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Lineage Cell Therapeutics, Inc. 2021 Equity Incentive Plan
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8-K
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001-12830
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10.1
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Sept.
15, 2021
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99.2
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Standard Form of Stock Option Grant Notice and Agreement for Employees and Consultants under the Lineage Cell Therapeutics, Inc. 2021 Equity Incentive Plan
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X
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99.3
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Form of Stock Option Grant Notice and Agreement for Non-Employee Directors under the Lineage Cell Therapeutics, Inc. 2021 Equity Incentive Plan
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X
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99.4
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Standard Form of Restricted Stock Unit Award Grant Notice and Agreement under the Lineage Cell Therapeutics, Inc. 2021 Equity Incentive Plan
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(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration
statement; and
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Carlsbad, State of California, on September 28, 2021.
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LINEAGE
CELL THERAPEUTICS, INC.
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By:
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/s/
Brian M Culley
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Brian
M Culley
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Chief
Executive Officer
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KNOW
ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Lineage Cell Therapeutics, Inc., constitutes and appoints
Brian M. Culley and Kevin L. Cook, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution,
for him or her and on his or her behalf and in his or her name, place and stead, in any and all capacities, to sign any one or more amendments
to any part of this registration statement, including any post-effective amendments, or appendices or supplements that may be required
to be filed under the Securities Act of 1933 to keep such registration statement effective or to terminate its effectiveness, with all
exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he or she
himself or herself might or could do, if personally present, hereby ratifying and confirming all that said attorney-in-fact and agent,
or his or her substitute or substitutes, may lawfully do or cause to be done.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the date indicated.
Signature
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Title
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Date
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/s/
Brian M Culley
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Chief
Executive Officer and Director
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September
28, 2021
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Brian
M Culley
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(Principal
Executive Officer)
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/s/
Kevin Leon Cook
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Chief
Financial Officer
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September
28, 2021
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Kevin
Leon Cook
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(Principal
Financial and Accounting Officer)
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/s/
Alfred D Kingsley
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Chair
of the Board
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September
28, 2021
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Alfred
D Kingsley
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/s/
Dipti Amin
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Director
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September
28, 2021
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Dipti
Amin
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/s/
Deborah J Andrews
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Director
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September
28, 2021
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Deborah
J Andrews
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/s/
Don M Bailey
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Director
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September
28, 2021
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Don
M Bailey
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/s/
Neal C Bradsher
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Director
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September
28, 2021
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Neal
C Bradsher
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/s/
Anula Jayasuriya
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Director
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September
28, 2021
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Anula
Jayasuriya
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/s/
Michael H. Mulroy
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Director
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September
28, 2021
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Michael
H. Mulroy
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/s/
Angus C. Russell
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Director
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September
28, 2021
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Angus
C. Russell
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