Securities Registration: Employee Benefit Plan (s-8)
March 11 2021 - 4:45PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on March 11, 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
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94-3127919
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(State
or Other Jurisdiction
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(I.R.S.
Employer
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of
Incorporation or Organization)
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Identification
No.)
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2173
Salk Avenue, Suite 200
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92008
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Stock
Option Agreement (Inducement Award to Brian M. Culley)
(Full
Title of the Plan)
Chase
C. Leavitt
General
Counsel & Corporate Secretary
Lineage
Cell Therapeutics, Inc.
2173
Salk Avenue, Suite 200
Carlsbad,
California 92008
(442)
287-8990
(Name,
address, and 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, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [X]
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Smaller
reporting company [X]
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Emerging
growth company [ ]
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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
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 (2)
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Proposed Maximum
Aggregate
Offering
Price (2)
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Amount of
Registration
Fee
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Common shares, no par value per share
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1,854,000
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$
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1.87
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$
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3,466,980
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$
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379
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(1) Represents common shares of the Registrant
issuable upon the exercise of a stock option granted pursuant to the employment inducement exemption to shareholder approval provided
under NYSE American Company Guide (the “Option”). Pursuant to Rule 416 under the Securities Act of 1933, as amended
(the “Securities Act”), this Registration Statement also covers, in addition to the number shown in the table above,
an indeterminate number of such additional common shares as may be issued or become issuable pursuant to the anti-dilution
provisions of the underlying award.
(2) Estimated in accordance with Rule 457(h)(1)
of the Securities Act solely for the purpose of calculating the registration fee. The maximum offering price per share and
the maximum aggregate offering price are based upon the per share exercise price of the Option.
EXPLANATORY
NOTE
This
Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the “Commission”)
for the purpose of registering 1,854,000 common shares of Lineage Cell Therapeutics, Inc. (the “Registrant”)
issuable upon the exercise of a stock option granted to Brian M. Culley on September 17, 2018 pursuant to the
Stock Option Agreement dated September 17, 2018 (the “Inducement Stock Option Agreement”). The award
was approved by the independent members of the Registrant’s Board of Directors in reliance on the employment inducement
exemption to shareholder approval provided under the NYSE American Company Guide.
Pursuant
to Section 5 of the Inducement Stock Option Agreement, the 1,854,000 common shares reflect the equitable adjustment necessary
to maintain the intrinsic value of the award immediately prior to the Registrant’s distribution of approximately 12.7 million
shares of common stock of AgeX Therapeutics, Inc. to its shareholders.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information
Not
required to be filed with this Registration Statement.
Item
2. Registrant Information and Employee Plan Annual Information
Not
required to be filed with this Registration Statement.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The following documents
filed by the Registrant with the Commission 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 Commission which
are furnished, but not filed, pursuant to applicable rules promulgated by the Commission).
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a)
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Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 11, 2021.
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b)
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Registrant’s
Current Reports on Form 8-K filed with the Commission on January 20, 2021 and March 5, 2021.
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c)
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The
description of Registrant’s common shares in its registration statement on Form 8-A filed with the Commission
on October 26, 2009 and any amendment or report filed with the Commission for the purpose of updating such description.
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All
documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
on the date hereof or after the date of this Registration Statement, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which de-registers 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 filing of such
documents, except as to any portion of any future annual, quarterly or current report of Registrant or document that is not deemed
filed under such provisions. Unless expressly incorporated into this Registration Statement, a report (or portion thereof) “furnished”
on Form 8-K shall not be 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.
Item 4. Description
of Securities.
Not
applicable.
Item 5. Interests
of Named Experts and Counsel.
The validity of the issuance of the common shares registered hereby is passed on for the Company by Chase
C. Leavitt. Mr. Leavitt is the General Counsel and Corporate Secretary of the Registrant and is compensated by the Registrant as
an employee. Mr. Leavitt holds 5,000 common shares and options to purchase 1,041,700 common shares. Mr. Leavitt is eligible
to receive stock awards from the Registrant under the Registrant’s 2012 Equity Incentive Plan.
Item 6. Indemnification of Directors
and Officers.
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 Commission such indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption
from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
Item 9. Undertakings.
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 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 (1)(i) and (1)(ii) of this section do not apply if 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 Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
(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.
The undersigned Registrant hereby
undertakes that, for purpose of determining liability under the Securities Act, each filing of the Registrant’s annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
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 of 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, as amended, 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 March 11, 2021.
LINEAGE
CELL THERAPEUTICS, INC.
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By:
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/s/
Brian M. Culley
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Name:
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Brian
M. Culley
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Title:
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Chief
Executive Officer
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POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Brian M. Culley
and Chase C. Leavitt, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution,
for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration
Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said 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 connection therewith, as fully for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully
do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, 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
(Principal
Executive and Financial Officer)
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March
11, 2021
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Brian
M. Culley
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/s/
Alexandra Hernandez
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Senior
Director, Finance
(Principal
Accounting Officer)
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March
11, 2021
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Alexandra
Hernandez
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/s/
Deborah Andrews
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Director
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March
11, 2021
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Deborah
Andrews
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/s/
Don M. Bailey
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Director
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March
11, 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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March
11, 2021
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Neal
C. Bradsher
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/s/
Alfred D. Kingsley
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Director
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March
11, 2021
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Alfred
D. Kingsley
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/s/
Michael H. Mulroy
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Director
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March
11, 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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March
11, 2021
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Angus
C. Russell
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