Form 8-K - Current report

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): September 6, 2023

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

94-92008

(Address of Principal Executive Offices)

(Zip Code)

(442) 287-8990

Registrant’s Telephone Number, Including Area Code

Not Applicable

(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

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described under Item 5.07 below, at the annual meeting of shareholders (the “Annual Meeting”) of Lineage Cell Therapeutics, Inc. (the “Company”) held on September 6, 2023, the Company’s shareholders approved an amendment (the “EIP Amendment”) to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to which the number of common shares of the Company available for issuance under the 2021 Plan was increased by 19,500,000. The Company’s board of directors previously approved the EIP Amendment, subject to shareholder approval. A more complete description of the EIP Amendment and a summary of the 2021 Plan, as amended by the EIP Amendment, is in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on July 27, 2023 (the “Proxy Statement”), and is incorporated herein by reference. The foregoing summary of the EIP Amendment is qualified in its entirety by reference to the EIP Amendment, a copy of which is filed as an exhibit to this report.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on September 6, 2023. The matters voted upon at the Annual Meeting are described in detail in the Proxy Statement. Below is a brief description of each such matter and the final voting results, including the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable.

Proposal 1. The Company’s shareholders elected the nine nominees named below to the Company’s board of directors to hold office until the Company’s 2024 annual meeting of shareholders and until their respective successors are duly elected and qualified by the following votes:

Nominee	Votes For		Votes Withheld		Broker Non-Votes
Dipti Amin		74,273,372		1,103,028		43,913,515
Deborah Andrews		74,096,073		1,280,327		43,913,515
Don Bailey		73,391,291		1,985,109		43,913,515
Neal C. Bradsher		73,396,208		1,980,192		43,913,515
Brian M. Culley		74,426,506		949,894		43,913,515
Alfred D. Kingsley		71,157,090		4,219,310		43,913,515
Anula Jayasuriya		73,404,130		1,972,270		43,913,515
Michael H. Mulroy		63,115,746		12,260,654		43,913,515
Angus C. Russell		55,755,116		19,621,284		43,913,515

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Proposal 2. The Company’s shareholders ratified the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, by the votes set forth below.

Votes For				Vote Against				Abstentions				Broker Non-Votes
	118,493,370				481,961				314,584				—

Proposal 3. The Company’s shareholders approved, on an advisory and non-binding basis, the compensation paid to the Company’s named executive officers, as set forth in the Proxy Statement, by the votes set forth below.

Votes For				Vote Against				Abstentions				Broker Non-Votes
	70,271,698				4,542,895				561,807				43,913,515

Proposal 4. The Company’s shareholders voted as follows with respect to the preferred frequency of holding an advisory vote on the compensation of the Company’s named executive officers.

Every Year				Every Two Years				Every Three Years				Abstentions				Broker Non-Votes
	71,622,410				983,734				975,224				1,795,032				43,913,515

Proposal 5. The Company’s shareholders approved the EIP Amendment by the votes set forth below.

Votes For				Vote Against				Abstentions				Broker Non-Votes
	66,175,977				8,543,323				657,100				43,913,515

Proposal 6. The Company’s shareholders approved an amendment to the Company’s restated articles of incorporation to increase the number of authorized common shares from 250,000,000 to 450,000,000 by the votes set forth below.

Votes For				Vote Against				Abstentions				Broker Non-Votes
	108,314,123				10,203,002				772,790				—

Proposal 7. The Company’s shareholders approved the adjournment of the Annual Meeting, if necessary or advisable, to solicit additional proxies in favor of Proposal 6 in the event there are not sufficient votes to approve Proposal 6 by the votes set forth below.

Votes For				Vote Against				Abstentions				Broker Non-Votes
	108,130,223				10,087,729				1,071,963				—

In light of the results on proposal 4, and consistent with the board of directors’ recommendation, the Company will include the shareholder advisory vote on named executive officer compensation in its proxy materials every year until the next required vote on the frequency of shareholder advisory votes on executive compensation.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1*		Amendment to the Lineage Cell Therapeutics, Inc. 2021 Equity Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Incorporated by reference from Appendix A to the Proxy Statement.

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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: September 7, 2023	By:	/s/ George A. Samuel III
		George A. Samuel III
		General Counsel and Corporate Secretary

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Cover	Sep. 06, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 06, 2023
Entity File Number	001-12830
Entity Registrant Name	Lineage Cell Therapeutics, Inc.
Entity Central Index Key	0000876343
Entity Tax Identification Number	94-3127919
Entity Incorporation, State or Country Code	CA
Entity Address, Address Line One	2173 Salk Avenue
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Carlsbad
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94-92008
City Area Code	(442)
Local Phone Number	287-8990
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common shares
Trading Symbol	LCTX
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not Applicable