What changed in this filing

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Item 9A. Controls and Procedures

2021-03-11 compared with 2020-03-12 · 870 added, 143 removed, 75 unchanged (93% of the section changed)

AND PROCEDURES

of Disclosure Controls and Procedures

is management’s responsibility to establish and maintain adequate internal control over all financial reporting pursuant

to Rule 13a-15 under the Securities Exchange Act of 1934 (“Exchange Act”).

is management’s responsibility to establish and maintain adequate internal control over all financial reporting pursuant

to Rule 13a-15 under the Securities Exchange Act of 1934 (“Exchange Act”).

Our management, including our principal

6 unchanged sentences

in Securities and Exchange Commission rules and forms;

and (ii) is accumulated and communicated to management, including

our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

and (ii) is accumulated and communicated to management, including our chief

executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

in Internal Control over Financial Reporting

1 unchanged sentence

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s

Report on Internal Control over Financial Reporting

20 unchanged sentences

reasonable assurance with respect to financial statement preparation and presentation.

The scope of management’s assessment

of the effectiveness of internal control over financial reporting includes our consolidated subsidiaries.

management assessed the effectiveness of our internal control over financial reporting as of December 31, 2019, based on criteria

established in the 2013 Internal Control –

Integrated Framework issued by the Committee of Sponsoring Organizations of the

Treadway Commission.

management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020, based on

criteria established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

Based on this assessment, management believes that, as of that date, our internal control over financial

reporting was effective.

Report includes an attestation report of our independent registered public accounting firm regarding internal control over financial

reporting for the year ended December 31, 2019.

The attestation is included with the accounting firm’s report on our audited

consolidated financial statements.

OTHER INFORMATION

DIRECTORS, EXECUTIVE

OFFICERS, AND CORPORATE GOVERNANCE

name, age, and background of each of our directors are contained under the caption “Board of Directors”

our Proxy Statement for our 2020 Annual Meeting of Shareholders (the “2020 Proxy Statement”) and are incorporated

herein by reference.

Information about our executive officers, committees of the Board of Directors, and compensation of directors

is reported under the caption “Corporate Governance”

in our 2020 Proxy Statement and is incorporated herein by reference.

have a written Code of Ethics that applies to our principal executive officer, our principal financial officer and accounting

officer, our other executive officers, and our directors.

The purpose of the Code of Ethics is to promote (i) honest and ethical

conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(ii) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with or submit to the Securities

and Exchange Commission and in our other public communications;

EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

forth below are the names, ages, board committee assignments, tenure, and certain biographical information of each of the members

of our Board of Directors (our “Board”) as of March 11, 2021.

Compensation, Nominating & Corporate Governance

& Corporate Governance*, Financial Strategy

Bradsher, CFA

& Corporate Governance, Financial Strategy

Compensation*,

Audit, Nominating & Corporate Governance, Financial Strategy

Committee chairperson

Kingsley has been Chairman of the Board since July 2009.

Kingsley has been general partner

of Greenway Partners, L.P., a private investment firm, and President of Greenbelt Corp., a business consulting firm, since 1993.

Greenbelt served as our financial advisor from 1998 until 2009.

Kingsley also serves as a director of OncoCyte Corporation

(OCX), a clinical-stage diagnostics company focused on novel, non-invasive blood-based tests for the early detection of cancer.

From January 2017 to October 2018, Mr.

Kingsley served as Executive Chairman of AgeX Therapeutics, Inc.

(AGE), a biotechnology

company focused on the development and commercialization of novel therapeutics targeting human aging.

Kingsley also served

as a director of Asterias Biotherapeutics, Inc.

(AST) from 2012 until our acquisition of Asterias in March 2019.

was Senior Vice-President of Icahn and Company and its affiliated entities for more than 25 years.

Kingsley holds a B.S.

in economics from the Wharton School of the University of Pennsylvania and a J.D.

degree and LLM in taxation from New York University

Kingsley’s long career in corporate finance and mergers and acquisitions includes substantial experience

in helping companies to improve their management and corporate governance, and to restructure their operations.

Kingsley developed

an intimate knowledge of our business in his role as our financial advisor before he joined our Board.

Kingsley has been instrumental

in structuring our equity and debt financings, and in the transition of our business focus into the field of stem cell technology,

and the business acquisitions that have helped us expand the scope of our business.

Andrews served as Chief Financial Officer of STAAR Surgical Company (STAA), a leader in the development,

manufacture, and marketing of minimally invasive ophthalmic products employing proprietary technologies, from September 2017 until

June 30, 2020 after serving as Vice President, Chief Accounting Officer since 2013.

Andrews also served as STAAR Surgical’s

Vice President, Chief Financial Officer from 2005 to 2013, as its Global Controller from 2001 to 2005, and as its Vice President,

International Finance from 1999 to 2001.

Andrews previously worked as a senior accountant for a major public accounting firm.

Andrews holds a B.S.

degree in accounting from California State University at San Bernardino.

Andrews brings to our Board

significant experience in finance, financial reporting, accounting, and auditing, and in management as a senior financial and

accounting executive of a public medical device company during a period of significant growth.

Bailey previously served as a director and Chairman of Asterias

Biotherapeutics, Inc.

(AST) from February 2016 until our acquisition of Asterias in March 2019.

Bailey served as President

and Chief Executive Officer of Questcor Pharmaceuticals, Inc.

(QCOR), a biopharmaceutical company focused on the treatment of

patients with serious, difficult-to-treat autoimmune and inflammatory disorders, from 2007 until Questcor was acquired by Mallinckrodt

plc (MNK) in 2014.

He was also a director of Mallinckrodt plc from August 2014 to March 2016, and during this time he was the

Chairman of its portfolio committee.

He initially joined the Questcor board of directors in 2006 as an independent director and

Chairman of its audit committee.

From August 2016 to November 2017, Mr.

Bailey served as a director of OncoCyte Corporation (OCX).

From June 2015 until its acquisition by Acorda Therapeutics, Inc.

(ACOR) in May 2016, Mr.

Bailey was also an independent director

and chairman of the audit committee of Biotie Therapeutics Corp.

(BITI), a clinical-stage pharmaceutical company headquartered

in Turku, Finland.

Bailey was an independent director and the non-executive chairman of the board of directors of STAAR Surgical

Company (STAA), a leader in the development, manufacture, and marketing of minimally invasive ophthalmic products employing proprietary

technologies, from 2005 until 2014.

Bailey served on its audit committee and was chair of its nominating and corporate governance

Bailey was the chairman of the board of directors of Comarco, Inc.

(CMRO), a defense services company transformed

into a wireless communication products company, from 1998 until 2007, where he served as Chief Executive Officer from 1991 until

Bailey holds a B.S.

degree in mechanical engineering from the Drexel Institute of Technology, an M.S.

degree in operations

research from the University of Southern California and an M.B.A.

from Pepperdine University.

Bailey has also served as a

board member on several non-profit and academic enterprises.

Bailey is a founding board member of the University of California

Irvine’s (UCI) Applied Innovation Institute.

Bailey brings to our Board significant knowledge of the pharmaceuticals

industry and extensive experience as an executive and board member of publicly traded pharmaceutical companies .

Bradsher, CFA .

Bradsher has been President of Broadwood Capital, Inc., a private investment firm, since

Bradsher holds a B.A.

degree in economics from Yale College and is a Chartered Financial Analyst.

Bradsher was a

director of Questcor Pharmaceuticals, Inc.

(QCOR), from 2004 until Questcor was acquired by Mallinckrodt plc (MNK) in 2014.

Bradsher brings to our Board a wealth of experience in finance, management and corporate governance attained through his investments

in other companies, including companies in the pharmaceutical, biotechnology, medical device, medical diagnostics, health care

services and health care information systems sectors.

He has worked with several health care companies to improve their management

and governance.

Entities that Mr.

Bradsher controls have invested in most of Lineage’s financing transactions over the last

several years.

Bradsher is the president of the general partner of Broadwood Partners, L.P., currently our largest shareholder.

Culley joined Lineage as Chief Executive Officer in September

2018 and was appointed as Interim Chief Financial Officer in January 2021.

Prior to joining Lineage, Mr.

Culley served from August

2017 to September 2018 as interim Chief Executive Officer at Artemis Therapeutics, Inc.

Culley previously served as

Chief Executive Officer of Mast Therapeutics, Inc.

(MSTX), from 2010, and was also a member of its board of directors from 2011,

until Mast’s merger with Savara, Inc.

(SVRA) in April 2017.

Culley served from 2007 to 2010 as Mast’s Chief Business

Officer and Senior Vice President, from 2006 to 2007 as Mast’s Senior Vice President, Business Development, and from 2004

to 2006 as Mast’s Vice President, Business Development.

From 2002 until 2004, Mr.

Culley was Director of Business Development

and Marketing for Immusol, Inc.

From 1999 until 2000, he worked at the University of California, San Diego (UCSD) Department of

Technology Transfer & Intellectual Property Services and from 1996 to 1999 he conducted drug development research for Neurocrine

Biosciences, Inc.

Culley has also served on the Board of Orphagen Pharmaceuticals, Inc.

since May 2017.

has more than 25 years of business and scientific experience in the life sciences industry.

He received a B.S.

in biology from

Boston College, a masters in biochemistry and molecular biology from the University of California, Santa Barbara, and an M.B.A.

from The Johnson School of Business at Cornell University.

Culley brings to our Board significant knowledge of the biotechnology

industry and extensive experience as an executive and board member of publicly traded pharmaceutical companies .

Mulroy served as the Chief Executive Officer and a member of the board of directors of Asterias Biotherapeutics,

(AST) from June 2017 until our acquisition of Asterias in March 2019.

In April 2020, Mr.

Mulroy joined Magtrol Inc., a leading

manufacturer of motor test equipment and hysteresis brakes and clutches, on a part time basis, where he also serves on its board

of directors.

Prior to joining Asterias, Mr.

Mulroy served as a Senior Advisor to CamberView Partners, LLC (now part of PJT Partners

Inc.), which assists companies in connection with investor engagement and complex corporate governance issues.

Prior to its sale

Mulroy served as Executive Vice President, Strategic Affairs and General Counsel and Corporate Secretary of Questcor

Pharmaceuticals, Inc.

Mulroy joined Questcor in 2011 as Chief Financial Officer, General Counsel and Corporate Secretary.

From 2003 to 2011, Mr.

Mulroy was employed by the law firm of Stradling Yocca Carlson & Rauth, where he served as a partner

From 1997 to 2003, Mr.

Mulroy was an investment banker at Citigroup and Merrill Lynch.

He is also a member of the Board

of Trustees of the Pegasus School, an independent primary school in Orange County, California.

From January 2017 to July 2019,

Mulroy served as a member of the board of directors of AgeX Therapeutics, Inc.

(AGE), a biotechnology company focused on the

development and commercialization of novel therapeutics targeting human aging.

Mulroy earned his J.D.

degree from the University

of California, Los Angeles and his B.A.

degree in economics from the University of Chicago.

Mulroy brings to our Board his

experience as the Chief Executive Officer of a publicly traded biotechnology company and member of a senior management team of

a larger biopharmaceutical company that experienced a period of rapid growth.

Mulroy also brings to our Board his experience

in corporate finance and investor relations.

Russell served as the Chief Executive Officer of Shire plc (SHPG), a biopharmaceutical company,

from June 2008 to April 2013.

Russell served as the Chief Financial Officer of Shire from 1999 to 2008 and also served as

its Principal Accounting Officer and Executive Vice President of Global Finance.

Prior to joining Shire, Mr.

Russell served at

ICI, Zeneca, and AstraZeneca for 19 years, most recently as Vice President of Corporate Finance at AstraZeneca plc (AZN).

Russell also serves as Chairman of the Board of Directors of Mallinckrodt plc (MNK) and Revance Therapeutics, Inc.

as a director of Therapeutics MD, Inc.

Russell previously served as a director of Shire plc, Questcor Pharmaceuticals,

(QCOR) until it was acquired by Mallinckrodt plc (MNK) in 2014, and InterMune, Inc.

(ITMN) prior to its acquisition by Roche

Holdings, Inc.

(RHHBY) in 2014.

Russell holds an honorary Doctor of Business Administration from Coventry University, U.K.

Russell brings to our Board numerous years of experience as a Chief Executive Officer of an international publicly traded

specialty biopharmaceutical company and his substantial experience as an officer and director in the specialty pharmaceutical

forth below are the names, ages, offices held, tenure and certain biographical information of each of our executive officers as

of March 11, 2021.

Executive Officer, Interim Chief Financial Officer, and Director

Counsel and Corporate Secretary

Hogge, D.V.M., Ph.D.

Vice President of Clinical & Medical Affairs

Culley’s biographical information is included above with those of the other members of our Board.

Leavitt joined Lineage as General Counsel and Corporate Secretary

Prior to joining Lineage, Mr.

Leavitt served as Vice President of Legal Affairs of Tang Capital Management, LLC,

a life sciences-focused investment company, and its affiliate Odonate Therapeutics, Inc.

(ODT), a publicly traded biotechnology

company, from June 2018 to May 2019.

From May 2017 to May 2018, Mr.

Leavitt served as the Deputy General Counsel of Switch, Inc.

(SWCH), a publicly traded technology company, and previously served as its Associate General Counsel from July 2014 to May 2017.

From 2007 to 2014, Mr.

Leavitt was a corporate attorney at Latham & Watkins LLP, where his practice focused on public company

representation, mergers and acquisitions and capital markets, serving life sciences and technology companies.

Leavitt received

degree in business administration and a J.D.

from the University of Southern California and is admitted to practice law

by the State Bar of California.

Hogge, D.V.M., Ph.D .

Hogge joined Lineage as Senior Vice President of Clinical and Medical Affairs in February 2018.

Hogge has more than 20 years of experience developing and supporting the commercialization of a number of products over a

broad range of therapeutic areas.

Hogge has held a variety of roles of increasing responsibility across multiple therapeutic

areas in both clinical development and medical affairs.

Previously Dr.

Hogge was the Vice President of Medical Affairs at Questcor

Pharmaceuticals, Inc.

(QCOR) and before that held multiple leadership roles in both clinical development and medical affairs at

Elan Pharmaceuticals including various responsibilities in the global clinical development of Tysabri® (natalizumab) in Crohn’s

disease and multiple sclerosis, and for building and leading the medical affairs function.

He served as medical director following

the approval and launch of Tysabri.

Prior to those accomplishments, he worked in clinical development for Ceplene® (histamine

dihydrochloride) at Maxim Pharmaceuticals and in the immunology research and development group at Pfizer.

Hogge obtained his

degree and D.V.M.

from Colorado State University, his M.S.

from the University of Wisconsin-Madison and was a visiting

scientist at the Queensland Institute of Medical Research (QIMR) in Brisbane, Australia .

Relationships;

Arrangements;

Legal Proceedings

are no family relationships among any of our directors and executive officers.

There are no arrangements or understandings with

another person under which our directors and officers was or is to be selected as a director or executive officer.

Additionally,

none of our directors or executive officers is involved in any legal proceeding that requires disclosure under Item 401(f) of

Regulation S-K.

have adopted a Code of Business Conduct and Ethics (“Code of Ethics”) that applies to our principal executive officers,

our principal financial officer and accounting officer, our other executive officers, and our directors.

The purpose of the Code

of Ethics is to promote:

(i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest

between personal and professional relationships;

(ii) full, fair, accurate, timely, and understandable disclosure in reports and

documents that we file with or submit to the Securities and Exchange Commission (the “SEC”) and in our other public

communications;

(iii) compliance with applicable governmental rules and regulations;

(iv) prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons identified in the Code;

and (v) accountability for adherence to the Code.

A copy of our Code of Ethics has been posted on our internet website and can

be found at www.lineagecell.com .

If we amend or waive a provision of our Code of Ethics that applies to our chief executive

officer or chief financial officer, we will post the amended Code of Ethics or information about the waiver on our internet website.

about our compliance with Section 16(a) of the Securities Exchange Act of 1934 is reported under the caption “Delinquent

Section 16(a) Reports”

in our 2020 Proxy Statement and is incorporated herein by reference.

EXECUTIVE COMPENSATION

on compensation of our executive officers is reported under the caption “Executive Compensation”

in our 2020 Proxy

Statement and is incorporated herein by reference.

(iv) prompt internal reporting of violations

of the Code of Ethics to an appropriate person or persons identified in the Code of Ethics;

and (v) accountability for adherence

to the Code of Ethics.

A copy of our Code of Ethics has been posted on our internet website at www.lineagecell.com.

to disclose any future amendments to certain provisions of our Code of Ethics, and any waivers of those provisions granted to

our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing

similar functions, by posting the information on our website within four business days following the date of the amendment or

Committee and Audit Committee Financial Expert

Audit Committee is established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”).

Our Board has determined that each member of our Audit Committee:

(i) is able to read and understand

fundamental financial statements, including our balance sheet, income statement and cash flow statement;

and (ii) qualifies as

an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K;

and (iii) meets the independence

requirements contemplated by Rule 10-3A under the Exchange Act.

Andrews’ expertise is based on her experience as Chief

Financial Officer and other financial roles of STAAR Surgical Company and as a senior accountant at a major accounting firm.

Russell’s expertise is based on his experience as the Chief Executive Officer and Chief Financial Officer of Shire plc,

a biopharmaceutical company.

Mulroy’s expertise is based on his experience as Chief Executive Officer of Asterias Biotherapeutics,

in Stockholder Nomination Procedures

have been no material changes to the procedures by which stockholders may recommend nominees to our Board since such procedures

were last described in our proxy statement filed with the SEC on August 7, 2020.

are a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Exchange Act and the following

compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies.

Although the rules

allow us to provide less detail about our executive compensation program, our Compensation Committee is committed to providing

the information necessary to help our shareholders understand its executive compensation-related decisions.

Accordingly, this

section includes supplemental narratives that describe our executive compensation practices.

Compensation Committee oversees our compensation and employee benefit plans and practices, including executive compensation arrangements

and incentive plans and awards of stock options and other equity-based awards under the Lineage Cell Therapeutics, Inc.

Incentive Plan (the “2012 Plan”).

Our Compensation Committee recommends to our Board the terms and amount of executive

compensation and grants of equity-based awards to executives, key employees, consultants, and independent contractors.

Executive Officer may make recommendations to our Compensation Committee concerning executive compensation and performance, but

our Compensation Committee makes its own determination or recommendation to our Board with respect to the amount and components

of compensation, including salary, bonus, and equity awards to executive officers, generally considering factors such as company

performance, individual performance, and compensation paid by peer group companies.

2020, our Compensation Committee engaged Marsh & McLennan (“Marsh”) to provide compensation consulting services

and advice to our Compensation Committee, which included market survey information and competitive market trends in employee,

executive, and director compensation programs.

Marsh also made recommendations to our Compensation Committee with respect to pay

mix components such as salary, bonus, and equity awards, and the target market pay percentiles in which executive compensation

should fall so Lineage can be competitive in executive hiring and retention.

reviewing each executive’s overall compensation, our Compensation Committee considers an aggregate view of base salary and

bonus opportunities, equity incentive grants, and the dollar value of benefits and perquisites.

These factors have been balanced

against our financial position and capital resources.

In making 2020 compensation decisions, our Compensation Committee reviewed

market data for each named executive officer’s position, compiled from Marsh, from the following peer group companies for

Therapeutics, Inc.

Pharmaceuticals, Inc.

Biotherapeutics, Inc.

Therapeutics, Inc.

Biosciences, Inc.

Genetics Corporation

Pharmaceuticals, Inc.

Therapeutics, Inc.

Biosciences, Inc.

Therapeutics, Inc.

Pharmaceuticals, Inc.

Therapeutics, Inc.

Pharmaceuticals, Inc.

2020 peer group was recommended by Marsh and consisted of companies operating in the biopharmaceutical industry, generally with

fewer than 150 employees, less than $50 million in revenue, less than $400 million in market capitalization and a lead development

program in Phase 1 or 2.

A limited number of companies fell outside of these parameters but were included due to their having

similar areas of focus.

2021, our Compensation Committee engaged Anderson Pay Advisors, LLC to provide compensation consulting services and advice to

our Compensation Committee.

In making 2021 compensation decisions, our Compensation Committee reviewed market data for each named

executive officer’s position, compiled from Anderson, from an updated peer group of companies.

The following companies were

added to the 2021 peer group:

Apellis Pharmaceuticals, Inc., Applied Genetic Technologies Corp., Atreca, Inc., G1Therapeutics,

Inc., GlycoMimetics, Inc., Spero Therapeutics, Inc., UNITY Biotechnology, Inc., and Ziopharm Oncology, Inc.

The following companies

were removed from the 2021 peer group:

Inovio Pharmaceuticals, Inc., Mersana Therapeutics, Inc., Neon Therapeutics, Inc., NewLink

Genetics Corporation, Syndax Pharmaceuticals, Inc.

Compensation Table

table below shows the compensation earned by the following, who we refer to as our named executive officers, during the fiscal

years indicated:

(i) our principal executive officer during the year ended December 31, 2020;

and (ii) our two most highly compensated

executive officers other than the principal executive officer who were serving as executive officers as of December 31, 2020.

and Principal Position (1)

Other Compensation

Chief Executive Officer and Interim Chief Financial Officer

Former Chief Financial Officer

General Counsel and Corporate Secretary

Culley was appointed as our Chief Executive Officer on September 17, 2018, Ms.

Roberts was appointed as our Chief Financial

Officer on January 7, 2019, and Mr.

Leavitt was appointed as our General Counsel and Corporate Secretary on May 20, 2019.

Roberts resigned from the company, and Mr.

Culley was appointed as Interim Chief Financial Officer, effective January

The amounts reported in the table for each named executive officer represent the portion of earned compensation

during the period of time such officer was in service with us.

2020 amounts represent discretionary annual bonuses as described below under “Elements of Compensation.”

amounts in this column represent the grant date fair value of stock options granted to the applicable individual during the

applicable year.

The grant date fair value and incremental fair value of the stock options were determined in accordance with

ASC Topic 718, Compensation – Stock Compensation (ASC Topic 718).

See Note 12, Stock-Based Awards to our consolidated

financial statements included in this Report for details as to the assumptions used to determine grant date fair value of

2020 amounts in this column represent 401(k) plan company-matching contributions.

to Summary Compensation Table

Agreements and Termination of Employment & Change in Control Arrangements

are descriptions of the material terms of the employment arrangements entered into with our current named executive officers.

Culley, Chief Executive Officer and Interim Chief Financial Officer

September 2018, we entered into an employment agreement with Mr.

Culley (the “ Culley Agreement ”).

Culley Agreement initially provided Mr.

Culley with a base salary of $530,000 annually.

Culley’s salary was $551,900

in 2020 and has been increased to $580,000 for 2021.

Culley is also eligible to receive an annual performance bonus of up

to 50% of his base salary based upon the attainment of certain corporate and individual objectives as determined by our Board

or Compensation Committee.

The Culley Agreement provided Mr.

Culley with reimbursement for certain travel costs to our former

headquarters in Alameda, California and a monthly stipend not to exceed $3,900 for housing costs near our former headquarters,

each of which ceased in August 2019.

Culley Agreement provides that if Mr.

Culley’s employment is terminated without cause or he resigns for good reason, he

may be eligible for certain severance payments, including the payment of an amount equal to 12 months of his base salary, his

full annual bonus amount and the payment of 6 months of health insurance premiums pursuant to our group health insurance plans

as provided pursuant to COBRA.

Culley’s employment is terminated without cause or he resigns for good reason within

12 months following a change of control, then he is entitled to the acceleration of all outstanding equity awards.

Leavitt, General Counsel and Corporate Secretary

May 2019, we entered into an employment agreement with Mr.

Leavitt (the “ Leavitt Agreement ”).

Agreement initially provided Mr.

Leavitt with a base salary of $340,000 annually and a one-time sign-on bonus of $35,000.

Leavitt’s salary was $346,300 for 2020 and has been increased to $356,700 for 2021.

Leavitt is also eligible to receive

an annual performance bonus of up to 40% of his base salary based upon the attainment of certain corporate and individual objectives

as determined by our Board or Compensation Committee.

Leavitt Agreement provides that if Mr.

Leavitt’s employment is terminated without cause or he resigns for good reason, he

may be eligible for certain severance payments, including the payment of an amount equal to three months of his base salary (if

terminated on or before May 20, 2020) or nine months base salary (if terminated after May 20, 2020), his prorated annual bonus

amount and the payment of 6 months of health insurance premiums pursuant to our group health insurance plans as provided pursuant

Leavitt’s employment is terminated without cause or he resigns for good reason within 12 months following

a change of control, then he is entitled to the acceleration of 50% of all outstanding equity awards (if terminated on or before

May 20, 2020) or all outstanding equity awards (if terminated after May 20, 2020).

Roberts, Former Chief Financial Officer

January 2019, we entered into an employment agreement with Ms.

Roberts (the “Roberts Agreement”).

The Roberts Agreement

initially provided Ms.

Roberts with a base salary of $381,924 annually, which was raised by 3% to $393,200 for 2020.

was also eligible to receive an annual performance bonus of up to 40% of her base salary based upon the attainment of certain

corporate and individual objectives as determined by our Board or Compensation Committee.

Roberts Agreement provides that if Ms.

Roberts’ employment is terminated without cause or she resigns for good reason, she

may be eligible for certain severance payments, including the payment of an amount equal to three months of her base salary (if

terminated on or before January 7, 2020) or nine months base salary (if terminated after January 7, 2020), her prorated annual

bonus amount, and the payment of 6 months of health insurance premiums pursuant to our group health insurance plans as provided

pursuant to COBRA.

Robert’s employment is terminated without cause or she resigns for good reason within 12 months

following a change of control, then she is entitled to the acceleration of 50% of all outstanding equity awards (if terminated

on or before January 7, 2020) or all outstanding equity awards (if terminated after January 7, 2020).

connection with her resignation on January 20, 2021, we entered into a Separation and Consulting Agreement with Ms.

“Roberts Consulting Agreement”) pursuant to which Ms.

Roberts agreed to assist us with finance and accounting matters

and such other matters as we and Ms.

Roberts may agree to from time to time.

Roberts will be compensated at the rate of $250

per hour for her services under the Roberts Consulting Agreement, which fees shall not exceed $50,000 without our approval.

additional compensation for her services under the Roberts Consulting Agreement, the equity awards held by Ms.

Roberts as of January

20, 2021 will continue to vest during the term of the Roberts Consulting Agreement.

of Compensation

Compensation Committee or Board reviews the base salaries of our executive officers, including our named executive officers, from

time to time and makes adjustments as it determines to be reasonable and necessary to reflect the scope of an executive officer’s

performance, contributions, responsibilities, experience, prior salary level, position (in the case of a promotion), and market

Performance Bonuses

of our named executive officers are eligible to receive an annual performance bonus based on a specific target bonus amount, expressed

as a percentage of base salary, and our overall achievement of specific corporate goals and objectives set by our Board and Compensation

Committee each year.

After the end of the year, our Board and Compensation Committee conducts an annual performance review process

that evaluates achievement of overall corporate goals and achievement of specific goals and objectives by each individual executive.

final bonus payments to our named executive officers are recommended by our Compensation Committee and approved by our Board (excluding

Culley), which retains full discretion to adjust individual target bonus awards.

The actual bonuses, if any, awarded each

year may vary from target, depending on individual performance and the achievement of corporate objectives and may also vary based

on other factors at the discretion of our Compensation Committee.

2020, the corporate performance objective categories and respective weightings toward overall corporate bonus achievement were

of product candidates (50% weighting);

engagement activities and total shareholder return (“TSR”) (30% weighting);

development and licensing activities (10% weighting);

raising activities and efficient capital deployment (10% weighting).

February 2021, our Board and Compensation Committee assessed each of the corporate performance objectives and determined that

the company had an overall corporate achievement level of 95% for 2020.

Specifically, our Board and Compensation committee considered

in its assessment that the company:

enrollment in its Phase 1/2a clinical study of OpRegen with encouraging preliminary signs of tolerability and efficacy;

manufacturing improvements to its OPC1 program;

and executed the early exercise of its option with Cancer Research UK to bring the VAC immune-oncology program in house;

its peers and the broad indices in total shareholder return during the year ended December 31, 2020, with the strong shareholder

return being sustained in early 2021;

raised capital and achieved significant budget reductions.

Board and Compensation Committee determined that it was appropriate to pay each of Mr.

Culley and Mr.

Leavitt performance bonuses

for 2020 equivalent to their target amounts multiplied by the 95% corporate achievement level.

Accordingly, our Board and Compensation

Committee approved cash bonuses for Mr.

Culley and Mr.

Leavitt in the amount of $262,200 and $131,600, respectively, which will

be payable in March 2021.

Roberts did not receive a performance cash bonus for 2020 because she ceased serving as an executive

maintain a 401(k) defined contribution employee retirement plan for all of our employees.

Employee contributions are voluntary

and are determined on an individual basis, limited to the maximum amounts allowable under U.S.

federal tax regulations.

a safe harbor contribution of up to 5.0% of the employee’s compensation, not to exceed eligible limits, and subject to employee

participation.

do not have any annuity, pension or deferred compensation plan or other arrangements for our executive officers or any employees.

Equity Awards at Fiscal Year-End

following table sets forth information concerning equity awards held by our named executive officers that were outstanding as

of December 31, 2020:

Option Awards

of securities underlying unexercised options exercisable

of securities

unexercisable

Option expiration date

of shares or units of stock that have not vested

value of shares of units of stock that have not vested

1,233,300 (3)

as otherwise provided, 25% of the options vest on the first anniversary of the grant date, and the balance vest in equal

monthly installments over the three years thereafter, subject to the executive’s continued services.

dollar amounts shown in this column are calculated by multiplying the number of shares shown in the adjacent column by the

closing market price of our common shares as reported on NYSE American on December 31, 2020 ($1.76), the last trading day

of our fiscal year.

grant was approved by the independent members of our Board in reliance on the employment inducement exemption to shareholder

approval provided under the NYSE American Company Guide.

of the options vested on January 7, 2020, and the balance vest in equal monthly installments over the three years thereafter,

subject to Ms.

Roberts’ continued services.

of the options vested on May 20, 2020, and the balance vest in equal monthly installments over the three years thereafter,

subject to Mr.

Leavitt’s continued services.

Consideration

of Shareholder Advisory Vote on Executive Compensation

results of the advisory vote of our shareholders on the compensation of our named executive officers (commonly called the “say-on-pay”

vote) at our 2020 Annual Meeting of Shareholders showed that more than 94% of our shareholders that voted approved the compensation

of our named executive officers during 2019.

Our Compensation Committee carefully evaluated and considered the results of this

advisory vote.

Aligned with the voting feedback of more than two-thirds of the shares voted, our Compensation Committee concluded

that our shareholders generally supported our executive pay program and we did not make significant changes to our program for

Our Compensation Committee expects to continue to consider the outcome of our “say

on pay” votes and our stockholders’ views when making future compensation decisions for our named executive officers.

compensate our non-employee directors for their service on our Board and on its committees with the compensation provided below.

In addition, all of our non-employee directors are entitled to reimbursements for their out-of-pocket expenses incurred in attending

our Board and committee meetings.

following table shows the annual cash fees paid to the Chairman of our Board, our directors other than the Chairman, and to the

directors who served on the standing committees of our Board during 2020.

Chairman of the Board

Director other than Chair

Audit Committee Chair

Audit Committee Member other than Chair

Compensation Committee Chair

Compensation Committee Member other than Chair

Nominating and Corporate Governance Committee Chair

Nominating and Corporate Governance Committee Member other than Chair

Financial Strategy Committee Chair

Financial Strategy Committee Member other than Chair

connection with the increase of the size of our Nominating and Corporate Governance Committee from three to four members on August

4, 2020, annual cash fees for the Chair and members other than the Chair were reduced from $15,000 and $7,500, respectively to

keep overall fees for such Committee consistent.

The annual cash fees are paid in four equal quarterly installments, based on

the director’s continued service through the last day of the applicable quarter, other than the annual cash fees paid to

the Financial Strategy Committee Chair, which are paid monthly in arrears.

addition to cash fees, our Chairman receives an annual stock option grant to purchase 70,000 common shares and all other non-employee

directors receive an annual stock option grant to purchase 40,000 common shares.

All grants are made under the 2012 Plan.

options vest and become exercisable one year after the grant date.

Director Compensation

following table summarizes certain information concerning the compensation paid during our fiscal year ended December 31, 2020

to each person who served as a director during that time and who was not our employee on the date the compensation was earned.

Deborah Andrews

dollar amounts in this column represent the aggregate fair market value of such awards determined based on the price of our

common shares on the grant date in accordance with ASC Topic 718, Compensation-Stock Compensation (ASC Topic 718) .

See Note 12 Stock-Based Awards to our consolidated financial statements included in our Form 10-K for details as to

the assumptions used to determine the fair value of the awards.

As of December 31, 2020, the aggregate number of option

awards outstanding for Ms.

Andrews and Messrs.

Bailey, Bradsher, Farrell, Kingsley, Mulroy, and Russell was 178,880, 140,000,

178,880, 0, 350,120, 178,880 and 178,880, respectively.

Farrell did not stand for re-election and was no longer a director as of September 22, 2020.

SECURITY OWNERSHIP

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS

on the number of common shares of Lineage beneficially owned by:

(i) each shareholder known by us to be the beneficial

owner of 5% or more of our common shares;

tables below sets forth certain information, as of March 5, 2021, regarding the beneficial ownership of our common shares for:

(i) each person known by us to be the beneficial owner of more than 5% of our common stock;

(ii) each of our directors;

(iii) each of our named executive officers;

all of our current directors and executive officers as a group is contained under the caption “Principal

Shareholders”

in our 2020 Proxy Statement and is incorporated herein by reference.

CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

about transactions with related persons;

review, and approval or ratification of transactions with related persons;

independence is reported under the captions “Board of Directors”

and “Certain Relationships and Related

Transactions”

in our 2020 Proxy Statement and is incorporated herein by reference.

PRINCIPAL ACCOUNTING

FEES AND SERVICES

about our Audit Committee’s pre-approval policy for audit services, and information on our principal accounting fees and

services is reported under the caption “Ratification of the Selection of Our Independent Registered Public Accounting

in our 2020 Proxy Statement and is incorporated herein by reference.

EXHIBITS, FINANCIAL

STATEMENT SCHEDULES

each of our named executive officers;

and (iv) all of our current directors and executive officers as a group.

have determined beneficial ownership in accordance with applicable SEC rules, and the information reflected in the table below

is not necessarily indicative of beneficial ownership for any other purpose.

Under applicable SEC rules, beneficial ownership

includes any shares of common stock as to which a person has sole or shared voting power or investment power and any shares of

common stock which the person has the right to acquire within 60 days after the date set forth in the paragraph above through

the exercise of any option, warrant or right or through the conversion of any convertible security.

Unless otherwise indicated

in the footnotes to the table below and subject to community property laws where applicable, we believe, based on the information

furnished to us and on SEC filings, that each of the persons named in table below has sole voting and investment power with respect

to the shares indicated as beneficially owned.

information set forth in the tables below is based on 161,637,890 common shares issued and outstanding on March 5, 2021.

In computing the number of common shares beneficially owned by a person and the percentage ownership of that person, we deemed

to be outstanding all common shares subject to options, warrants, rights or other convertible securities held by that person that

are currently exercisable or will be exercisable within 60 days after such date.

We did not deem these shares outstanding, however,

for the purpose of computing the percentage ownership of any other person.

Except as otherwise noted, the address for each person

listed in the table below is c/o Lineage Cell Therapeutics, Inc., 2173 Salk Avenue, Suite 200, Carlsbad, CA 92008.

Name and Address of Beneficial Owner

Number of Shares Beneficially

Percentage of Shares Beneficially

Greater than 5% Holders

Partners, L.P.

Named Executive Officers and Directors

Deborah Andrews (9)

executive officers and directors as a group (10 persons) (10)

(i) 34,005,379 shares owned by Broadwood Partners, L.P.;

(ii) 62,908 shares owned by Neal C.

and (iii) 138,880 shares

that may be acquired by Mr.

Bradsher upon the exercise of options that are presently exercisable or may become exercisable

within 60 days of March 5, 2021.

Broadwood Capital, Inc.

is the general partner of Broadwood Partners, L.P., and Mr.

is the President of Broadwood Capital, Inc.

Bradsher and Broadwood Capital, Inc.

may be deemed to beneficially own the

shares that Broadwood Partners, L.P.

Bradsher disclaims beneficial ownership of the shares held by Broadwood

Partners, L.P.

except to the extent of his pecuniary interest therein.

The Address of the foregoing entities and Mr.

is c/o Broadwood Capital, Inc., 142 West 57 th Street, 11 th Floor, New York, New York 10019.

(i) 1,043,346 shares owned by Greenbelt Corporation;

(ii) 375,351 shares owned by Greenway Partners, L.P.;

(iii) 5,408,445

shares owned solely by Alfred D.

and (iv) 280,120 shares that may be acquired by Mr.

Kingsley upon the exercise

of options that are presently exercisable or may become exercisable within 60 days of March 5, 2021.

Kingsley controls

Greenbelt Corp.

and Greenway Partners, L.P.

and may be deemed to beneficially own the shares that Greenbelt Corp.

Partners, L.P.

(i) 185,602 shares held directly by Mr.

(ii) 1,531,393 shares that may be acquired upon the exercise of options that

are presently exercisable or that may become exercisable within 60 days of March 5, 2021;

and (iii) 15,450 shares underlying

RSU awards that are scheduled to vest on March 31, 2021.

Does not include 77,250 shares underlying RSU awards that are subject

to vesting more than 60 days after March 5, 2021.

(i) 5,000 shares held directly by Ms.

and (ii) 532,651 shares that may be acquired upon the exercise of options that

are presently exercisable or that may become exercisable within 60 days of March 5, 2021.

(i) 5,000 shares held directly by Mr.

and (ii) 370,667 shares that may be acquired upon the exercise of options that

are presently exercisable or that may become exercisable within 60 days of March 5, 2021.

(i) 226,835 shares held directly by Mr.

and (ii) 138,880 shares that may be acquired upon the exercise of options

that are presently exercisable or that may become exercisable within 60 days of March 5, 2021.

(i) 67,500 shares held directly by Mr.

and (ii) 138,880 shares that may be acquired upon the exercise of options

that are presently exercisable or that may become exercisable within 60 days of March 5, 2021.

(i) 62,647 shares held directly by Mr.

(ii) 100,000 shares that may be acquired upon the exercise of options that

are presently exercisable or that may become exercisable within 60 days of March 5, 2021;

and (iii) 31,323 shares that may

be acquired upon the exercise of warrants that are presently exercisable.

(i) 10,000 shares held directly by Ms.

and (ii) 138,880 shares that may be acquired upon the exercise of options

that are presently exercisable or that may become exercisable within 60 days of March 5, 2021.

(i) 41,486,458 shares held directly by such executive officers and directors;

(ii) 3,747,234 shares that may be acquired

upon the exercise of options that are presently exercisable or that may become exercisable within 60 days of March 5, 2021;

(iii) 31,323 shares that may be acquired upon the exercise of warrants that are presently exercisable;

and (iv) 15,450

shares underlying RSU awards that are subject to vest on March 31, 2021.

Does not include 77,250 shares underlying RSU

awards that are subject to vesting more than 60 days after March 5, 2021.

Compensation Plan Information

following table shows certain information concerning the options outstanding and available for issuance under all of our compensation

plans and agreements as of December 31, 2020 (in thousands, except weighted average exercise prices):

Plan Category

Number of Shares to be Issued

Upon Exercise of Outstanding Options and Vesting of Restricted Stock Units, and Rights

Weighted Average Exercise

Price of the Outstanding Options, and Rights

Number of Shares Remaining

Available for Future Issuance under Equity Compensation Plans

Equity Compensation Plans Approved by Shareholders

Compensation Plans Not Approved by Shareholders (1)

an option grant approved by the independent members of our Board in reliance on the employment inducement exemption to shareholder

approval provided under the NYSE American Company Guide.

following table shows certain information concerning the options outstanding and available for issuance under all of our compensation

plans and agreements for our consolidated subsidiary companies as of December 31, 2020 (in thousands, except weighted average

exercise prices):

Plan Category

Number of Shares to be Issued

Upon Exercise of Outstanding Options and Vesting of Restricted Stock Units, and Rights

Weighted Average Exercise

Price of the Outstanding Options, and Rights

Number of Shares Remaining

Available for Future Issuance under Equity Compensation Plans

Equity Compensation Plans Approved by Shareholders (1)

is the sole shareholder.

In connection with its acquisition of Asterias, Lineage assumed sponsorship of the Asterias 2013

Equity Incentive Plan, with references to Asterias and Asterias common stock therein to be deemed references to Lineage and

Lineage common shares, respectively.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Person Transactions

July 1, 2009, Alfred D.

Kingsley has made available to us the use of approximately 900 square feet of office space in New York

We pay the office building owner $5,050 per month for the use of the space.

These monthly payments are expected to cease

in March 2021 when the office space lease expires.

April 2019, Lineage issued 251,835 common shares of Lineage to Broadwood Partners, L.P., a shareholder of Lineage and Asterias

Biotherapeutics, Inc.

(“Asterias”), in exchange for the settlement of warrants to purchase shares of Asterias common

stock in connection with our acquisition of Asterias (the “Asterias Merger”).

connection with the putative shareholder class action lawsuits filed in February 2019 and October 2019 challenging the Asterias

Merger, Lineage has agreed to pay for the legal defense of Neal Bradsher, director, and Broadwood Partners, L.P., a shareholder

of Lineage, and Broadwood Capital, Inc., which manages Broadwood Partners, L.P., all of which were named in the lawsuits.

the year ending December 31, 2020, Lineage has incurred a total of $359,000 in legal expenses on behalf of the director, shareholder

and the manager of the shareholder.

part of a financing transactions in which there were multiple other purchasers, Broadwood Partners, L.P.

purchased 1,000,000, 2,000,000, and 623,090 shares of common stock of OncoCyte Corporation (“OncoCyte”) from Lineage

in July 2019, September 2019, and January 2020, respectively.

2019, we invoiced OncoCyte $1.2 million for certain “Use Fees” and other charges under the terms of a Shared Facilities

and Services Agreement (the “ Shared Facilities Agreement ”) between Lineage and OncoCyte.

Under the Shared

Facilities Agreement, Lineage allowed OncoCyte to use Lineage’s premises and equipment located at Alameda, California for

the sole purpose of conducting business.

Lineage also provided accounting, billing, bookkeeping, payroll, treasury, payment of

accounts payable, and other similar administrative services to OncoCyte.

The Shared Facilities Agreements also allowed Lineage

to provide the services of attorneys, accountants, and other professionals who may provide professional services to Lineage.

also provided OncoCyte with the services of laboratory and research personnel, including Lineage employees and contractors, for

the performance of research and development work for OncoCyte at the premises.

Shared services with OncoCyte were terminated with

respect to the use of Lineage’s office and laboratory facilities on September 30, 2019, and December 31, 2019 with respect

to all other remaining shared services.

entered into a similar Shared Facilities Agreement with AgeX in 2018.

During 2019, we invoiced AgeX $0.9 million for certain “Use

Fee” and other charges and expenses for that period.

Shared services with AgeX were terminated on July 31, 2019 with respect

to the use of Lineage’s office and laboratory facilities and September 30, 2019 with respect to all other remaining shared

the time of our acquisition of Asterias, two of our directors, Alfred D.

Kingsley, and Michael H.

Mulroy, and an officer of Broadwood,

were directors of Asterias.

Immediately following the acquisition, Don M.

Bailey joined our Board, and Edward D.

Wirth, III, M.D.,

joined as our Chief Medical Officer.

Bailey was a director of Asterias, and Dr.

Wirth was an executive officer of Asterias.

All of our directors and executive officers (including Mr.

Bailey and Dr.

Wirth) and 5% Shareholders as reported in this report,

in the aggregate beneficially owned approximately 12% of the outstanding shares of Asterias common stock as of December 31, 2018,

and approximately 12% of the outstanding shares of Asterias common stock immediately prior to the acquisition on March 8, 2019.

Kingsley is a director of OncoCyte.

Broadwood Partners, L.P., a shareholder of Lineage (“Broadwood”) beneficially

owns more than 20% of the outstanding common stock of OncoCyte, and all of our directors and executive officers and 5% Shareholders

as reported in this report, including Neal C.

Bradsher who may be deemed to beneficially own the shares owned by Broadwood, in

the aggregate beneficially own more than 20% of the outstanding shares of OncoCyte common stock.

The fact that certain of our

executive officers and directors own shares of OncoCyte common stock should not be considered to mean that they constitute or

are acting in concert as a “group” with respect to those shares or that they otherwise share power or authority to

vote or dispose of the shares that each of them own.

All decisions of Lineage regarding transactions in shares of OncoCyte are

made by an independent committee of our Board in which Messrs.

Kingsley and Bradsher do not participate.

Person Transaction Policy

have adopted a Related Person Transaction Policy that applies to transactions exceeding $120,000 in which any of our officers,

directors, 5% Shareholders, or any member of their immediate family, has a direct or indirect material interest, determined in

accordance with the policy (a “Related Person Transaction”).

A Related Person Transaction must be reported to our

Chief Financial Officer and General Counsel or outside legal counsel and will be subject to review and approval by our Audit Committee

prior to effectiveness or consummation, to the extent practical.

In addition, any Related Person Transaction that is ongoing in

nature will be reviewed by our Audit Committee annually to ensure that the transaction has been conducted in accordance with any

previous approval and that all required disclosures regarding the transaction are made.

appropriate for the circumstances, our Audit Committee will review and consider:

interest of the officer, director, beneficial owner of more than 5% of our common shares, or any member of their immediate

family (“Related Person”) in the Related Person Transaction;

approximate dollar value of the amount involved in the Related Person Transaction;

approximate dollar value of the amount of the Related Person’s interest in the transaction without regard to the amount

of any profit or loss;

the transaction was undertaken in the ordinary course of our business;

the transaction with the Related Person is proposed to be, or was, entered into on terms no less favorable to us than terms

that could have been reached with an unrelated third party;

purpose of, and the potential benefits to the transaction to us;

other information regarding the Related Person Transaction or the Related Person in the context of the proposed transaction

that would be material to investors in light of the circumstances of the particular transaction.

Audit Committee will review all relevant information available to it about a Related Person Transaction.

Our Audit Committee may

approve or ratify the Related Person Transaction only if our Audit Committee determines that, under all of the circumstances,

the transaction is in, or is not in conflict with, our best interests.

Our Audit Committee may, in its sole discretion, impose

such conditions as it deems appropriate on us or the Related Person in connection with approval of the Related Person Transaction.

copy of our Related Person Transaction Policy can be found on our website at www.lineagecell.com.

ACCOUNTING FEES AND SERVICES

following table shows the fees billed or expected to be billed by OUM & Co.

LLP (“OUM”), our principal

accountant, for the audit of our annual consolidated financial statements for our last two fiscal years and for other services

rendered by OUM during our last two fiscal years.

Related Fees (2)

Fees consist of fees billed or expected to be billed for professional services rendered for the audit of the consolidated

annual financial statements of Lineage and its several subsidiaries included in our Annual Report on Form 10-K, the reviews

of the interim consolidated financial statements included in our Quarterly Reports on Form 10-Q, and services that are normally

provided by our independent registered public accountants in connection with statutory and regulatory filings or engagements.

Audit-Related

Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit

or review of Lineage’s consolidated financial statements and are not reported under “Audit Fees.” This category

includes fees related to non-routine SEC filings.

of Audit and Permissible Non-Audit Services

Audit Committee requires pre-approval of all audit and non-audit services.

Other than de minimis services incidental to

audit services, non-audit services shall generally be limited to tax services such as advice and planning and financial due diligence

All fees for such non-audit services must be approved by the Audit Committee, except to the extent otherwise permitted

by applicable SEC regulations.

Our Audit Committee may delegate to one or more designated members of our Audit Committee the authority

to grant pre-approvals, provided such approvals are presented to our Audit Committee at a subsequent meeting.

Board has determined that Deborah Andrews, Don M.

Bailey, Neal C.

Bradsher, Michael H.

Mulroy, and Angus C.

Russell qualify as

“independent” in accordance with Section 803(A) of the NYSE American Company Guide.

The members of our Audit Committee

meet the additional independence standards under Section 803(B)(2) of the NYSE American Company Guide and Section 10A-3 under

the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the members of our Compensation Committee

meet the additional independence standards under Section 805(c)(1) of the NYSE American Company Guide.

Culley does not qualify as “independent” under Section 803(A) of the NYSE American Company Guide because he is

our Chief Executive Officer and Interim Chief Financial Officer.

Kingsley does not qualify as “independent”

under Section 803(A) of the NYSE American Company Guide because he was an employee of a subsidiary of ours during the past three

Specifically, Mr.

Kingsley served as Executive Chairman of AgeX Therapeutics, Inc., which was our consolidated subsidiary

until August 30, 2018.

FINANCIAL STATEMENT SCHEDULES

Financial Statements.

3 unchanged sentences

Statements of Comprehensive Loss

Statements of Changes in Shareholders’

Statements of Changes in Shareholders’ Equity

Statements of Cash Flows

4 unchanged sentences

Incorporation

and Plan of Merger dated November 7, 2018, among Registrant, Patrick Merger Sub, Inc.

Agreement and Plan of Merger dated November 7, 2018, among Registrant, Patrick Merger Sub, Inc.

and Asterias Biotherapeutics, Inc.

(“Asterias”)

Articles of Incorporation, as amended

and Restated Bylaws

Restated Articles of Incorporation, as amended

Certificate of Ownership

Amended and Restated Bylaws

of Common Share Certificate

of Capital Stock of the Registrant

Agreement dated October 10, 2007, between Registrant and Michael D.

West (“West Employment Agreement”)

to West Employment Agreement dated November 24, 2015

Agreement dated September 17, 2018, between Registrant and Michael D.

License and Option Agreement between Registrant and Wisconsin Alumni Research Foundation (“WARF Agreement”)

Amendment of WARF Agreement dated March 11, 2009

Corporation 2010 Stock Option Plan;

Form of OrthoCyte Corporation Stock Option Agreement

Asia, Limited 2010 Stock Option Plan;

Form of BioTime Asia Limited Stock Option Agreement

Cell Therapeutics 2012 Equity Incentive Plan, as amended July 2015 (“2012 Plan”)

to 2012 Plan effective June 2017

to 2012 Plan effective July 2019

Incorporation

to 2012 Plan effective August 2019

Description of Capital Stock of the Registrant

Employment Agreement dated October 10, 2007, between Registrant and Michael D.

West (“West Employment Agreement”)

Amendment to West Employment Agreement dated November 24, 2015

Transition Agreement dated September 17, 2018, between Registrant and Michael D.

Commercial License and Option Agreement between Registrant and Wisconsin Alumni Research Foundation (“WARF Agreement”)

First Amendment of WARF Agreement dated March 11, 2009

Lineage Cell Therapeutics 2012 Equity Incentive Plan, as amended July 2015 (“2012 Plan”)

Amendment to 2012 Plan effective June 2017

Amendment to 2012 Plan effective July 2019

Amendment to 2012 Plan effective August 2019

2012 Plan Form of Employee Incentive Stock Option Agreement

2 unchanged sentences

2012 Plan Form of Restricted Stock Unit

Cure Neurosciences Ltd.

Cell Cure Neurosciences Ltd.

Share Option Plan

of Cell Cure Neurosciences Ltd.

Form of Cell Cure Neurosciences Ltd.

Share Option Plan Option Agreement

Stock Option Agreement between Registrant and Brian Culley

License Agreement dated February 15, 2006, between Registrant and the University of Utah Research Foundation, as amended

Agreement dated December 29, 2014, between Registrant and Aditya Mohanty (“Mohanty Employment Agreement”)

of Mohanty Employment Agreement dated November 24, 2015

Agreement dated September 17, 2018, between Registrant and Aditya P.

Agreement dated November 16, 2015, between Registrant and Russell Skibsted

dated December 10, 2015, between Registrant and BSREP Marina Village Owner LLC

Equity Offering SM Sales Agreement dated April 6, 2017 between Registrant, and Cantor Fitzgerald & Co.

10.15&dagger;

Amended and Restated License Agreement dated June 15, 2017, between Cell Cure Neurosciences, Ltd.

and Hadasit Medical Research

Services and Development Ltd.

(“Hadasit License”)

to Hadasit License dated January 8, 2018

10.16&dagger;

and Note Purchase Agreement dated June 16, 2017, as amended June 29, 2017, between Registrant and HBL-Hadasit Bio-Holdings

10.17&dagger;

Purchase and Transfer Agreement dated June 16, 2017, by and among Registrant and HBL-Hadasit Bio-Holdings Ltd.

and Cell Cure

Neurosciences Ltd.

10.18&dagger;

Contribution and Separation Agreement dated August 17, 2017, between Registrant and AgeX Therapeutics, Inc.

(“AgeX”)

10.19&dagger;

Agreement dated August 17, 2017, between Registrant and AgeX

Purchase Agreement dated August 30, 2018, between Registrant, AgeX and Juvenescence Limited (“Juvenescence”)

Incorporation

Promissory Note issued by Juvenescence dated August 30, 2018

Agreement effective September 17, 2018, between Registrant and Brian Culley

Agreement effective January 7, 2019, between Registrant and Brandi Roberts

Agreement effective March 8, 2019, between Registrant and Edward D.

Agreement effective May 20, 2019, between Registrant and Chase Leavitt

Agreement dated October 1, 2013, between Asterias and Geron Corporation

Sublicense Agreement between Geron Corporation and Asterias

License Agreement dated February 20, 2003, and First Amendment thereto dated September 7, 2004, between The Regents of the

University of California and Geron Corporation

10.29&dagger;

Non-exclusive

License Agreement dated October 7, 2013, between WARF and Asterias

10.30&dagger;

Trial and Option Agreement dated September 8, 2014, between Asterias and Cancer Research UK and Cancer Research Technology

of Subsidiaries

Certification

of Chief Executive Officer pursuant to Form of Rule 13a-14(a), as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley

Certification

of Chief Financial Officer pursuant to Form of Rule 13a-14(a), as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley

Act of 2002, dated March 14, 2019

Certification

of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section

906 of the Sarbanes-Oxley Act of 2002, dated March 14, 2019

Inducement Stock Option Agreement between Registrant and Brian Culley

Employment Agreement dated December 29, 2014, between Registrant and Aditya Mohanty (“Mohanty Employment Agreement”)

Amendment of Mohanty Employment Agreement dated November 24, 2015

Transition Agreement dated September 17, 2018, between Registrant and Aditya P.

Second Amended and Restated License Agreement dated June 15, 2017, between Cell Cure Neurosciences, Ltd.

and Hadasit Medical Research Services and Development Ltd.

(“Hadasit License”)

Amendment to Hadasit License dated January 8, 2018

Debt and Note Purchase Agreement dated June 16, 2017, as amended June 29, 2017, between Registrant and HBL-Hadasit Bio-Holdings Ltd.

Share Purchase and Transfer Agreement dated June 16, 2017, by and among Registrant and HBL-Hadasit Bio-Holdings Ltd.

and Cell Cure Neurosciences Ltd .

Employment Agreement effective September 17, 2018, between Registrant and Brian Culley

Employment Agreement effective January 7, 2019, between Registrant and Brandi Roberts

Separation and Consulting Agreement dated January 20, 2021 between Registrant and Brandi Roberts

Employment Agreement effective May 20, 2019, between Registrant and Chase Leavitt

Royalty Agreement dated October 1, 2013, between Asterias and Geron Corporation

Exclusive Sublicense Agreement between Geron Corporation and Asterias

Exclusive License Agreement dated February 20, 2003, and First Amendment thereto dated September 7, 2004, between The Regents of the University of California and Geron Corporation

Non-exclusive License Agreement dated October 7, 2013, between WARF and Asterias

Clinical Trial and Option Agreement dated September 8, 2014, between Asterias and Cancer Research UK and Cancer Research Technology Limited

Second Amendment to Clinical Trial and Option Agreement dated May 6, 2020 between Cancer Research UK, Cancer Research Technology Limited, Asterias Biotherapeutics, Inc.

and Registrant

Agreement dated May 6, 2020 between CRT and Registrant

List of Subsidiaries

Consent of OUM & Co.

Certification of Chief Executive Officer and Interim Chief Financial Officer pursuant to Form of Rule 13a-14(a), as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer and Interim Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Instance Document

4 unchanged sentences

Taxonomy Extension Presentation Linkbase

The schedules and exhibits to the merger agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

A copy of any

omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

Filed herewith

1 unchanged sentence

Indicates management contract or compensatory plan

Portions of this exhibit have been omitted

pursuant to a request for confidential treatment

Portions of this exhibit have been omitted pursuant

to a request for confidential treatment

Portions of this exhibit have been omitted because the omitted information is:

(i) not material;

and (ii) would likely cause competitive

harm to the registrant if publicly disclosed.

FORM 10-K SUMMARY

4 unchanged sentences

Executive Officer and Director

Executive Officer)

Financial Officer

Financial and Accounting Officer)

Executive and Financial Officer)

Alexandra Hernandez

Director, Finance

Accounting Officer)

Deborah Andrews

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 9A. Controls and Procedures