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Item 3. Legal Proceedings

2021-03-11 compared with 2020-03-12 · 48 added, 17 removed, 19 unchanged (77% of the section changed)

7 unchanged sentences

routine litigation incidental to our business, as described above.

October 15, 2019, a purported stockholder filed a putative class action lawsuit in Delaware Chancery Court against certain former

members of Asterias’

board of directors, Lineage, Neal Bradsher, Broadwood Capital, Inc.

and Broadwood Partners,

February 19, 2019, a putative shareholder class action lawsuit was filed (captioned Lampe v.

Asterias Biotherapeutics, Inc.

et al ., Case No.

RG19007391) in the Superior Court of the State of California, County of Alameda challenging the Asterias

On March 1, 2019, Asterias made certain amendments and supplements to its public disclosures regarding the Asterias Merger

(the “Supplemental Disclosures”).

On May 3, 2019, an amended class action complaint (the “Amended Complaint”)

The Amended Complaint named Lineage, Patrick Merger Sub, Inc., the Asterias board of directors, one member of Lineage’s

board of directors, and certain stockholders of both Lineage and Asterias.

The action was brought by two purported stockholders

of Asterias, on behalf of a putative class of Asterias stockholders, and asserted breach of fiduciary duty and aiding and abetting

claims under Delaware law.

The Amended Complaint alleged, among other things, that the process leading up to the Asterias Merger

was conflicted and inadequate, and that the proxy statement filed by Asterias with the Commission omitted certain material information,

which allegedly rendered the information disclosed materially misleading.

The Amended Complaint sought, among other things, that

a class be certified, the recovery of monetary damages, and attorneys’ fees and costs.

June 3, 2019, defendants filed demurrers to the Amended Complaint.

On August 13, 2019, the parties submitted a stipulation to

the court seeking dismissal of the action with prejudice as to the named Plaintiffs and without prejudice as to the unnamed putative

class members, and disclosing to the court the parties’ agreement to resolve, for $200,000, Plaintiffs’ claim for

an award of attorneys’ fees and expenses in connection with the purported benefit conferred on Asterias stockholders by

the Supplemental Disclosures.

The court granted the stipulation and dismissed the action August 14, 2019.

Lineage continues to

believe that the claims and allegations in the action lack merit, but believed that it was in Lineage’s shareholders’

best interest for the action to be dismissed and to resolve the fee claim in a timely manner without additional costly litigation

October 14, 2019, another putative class action lawsuit was filed challenging the Asterias Merger.

This action (captioned Ross

Lineage Cell Therapeutics, Inc., et al.

The complaint asserts claims for breach of

fiduciary duty and aiding and abetting in connection with our acquisition of Asterias Biotherapeutics, Inc.

(“Asterias”).

The complaint alleges, among other things, that that the merger process was conflicted, that the consideration was inadequate,

and that the proxy statement filed by Asterias was misleading.

The complaint seeks, among other things, certification of a class,

rescission of the merger or monetary damages, and attorneys’

fees and costs.

On December 20, 2019, the defendants moved

to dismiss the complaint.

2019-0822) was filed in Delaware Chancery Court and names Lineage, the

Asterias board of directors, one member of Lineage’s board of directors, and certain stockholders of both Lineage and Asterias

as defendants.

The action was brought by a purported stockholder of Asterias, on behalf of a putative class of Asterias stockholders,

and asserts breach of fiduciary duty and aiding and abetting claims under Delaware law.

The complaint alleges, among other things,

that the process leading up to the Asterias Merger was conflicted, that the Asterias Merger consideration was inadequate, and

that the proxy statement filed by Asterias with the Commission omitted certain material information, which allegedly rendered

the information disclosed materially misleading.

The complaint seeks, among other things, that a class be certified, the recovery

of monetary damages, and attorneys’ fees and costs.

On December 20, 2019, the defendants moved to dismiss the complaint.

On February 10, 2020, the plaintiff filed an opposition.

Defendants intend to file their replies on

March 13, 2020.

Defendants filed their replies on March 13, 2020.

On June 23, 2020, a

hearing on the motions to dismiss occurred.

On September 21, 2020, the Chancery Court denied the motion to dismiss as to Lineage

and certain members of the Asterias board of directors, and it granted the motion to dismiss as to all other defendants.

30, 2020, the remaining defendants filed an answer to the complaint.

believes the allegations in the action lack merit and intends to vigorously defend the claims asserted.

It is impossible at this

time to assess whether the outcome of this proceeding will have a material adverse effect on Lineage’s consolidated results

of operations, cash flows or financial position.

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings