What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2021-11-10 compared with 2021-08-12 · 167 added, 162 removed, 349 unchanged (49% of the section changed)

81 unchanged sentences

if circumstances indicate potential impairment.

assets are indefinite-lived intangible assets until the completion or abandonment of the associated research and development (“R&D”)

Once the R&D efforts are completed or abandoned, the IPR&D will either be amortized over the asset life as a finite-lived

intangible asset or be impaired, respectively, in accordance with ASC 350, Intangibles - Goodwill and Other .

In accordance with

ASC 350, goodwill and acquired IPR&D are determined to have indefinite lives and, therefore, are not amortized.

Instead, they are

tested for impairment at least annually and between annual tests if we become aware of an event or a change in circumstances that would

indicate the asset may be impaired.

assets are indefinite-lived intangible assets until the completion or abandonment of the associated research and development efforts.

Once the R&D efforts are completed or abandoned, the IPR&D will either be amortized over the asset life as a finite-lived intangible

asset or be impaired, respectively, in accordance with ASC 350, Intangibles - Goodwill and Other .

In accordance with ASC 350,

goodwill and acquired IPR&D are determined to have indefinite lives and, therefore, are not amortized.

Instead, they are tested for

impairment at least annually and between annual tests if we become aware of an event or a change in circumstances that would indicate

the asset may be impaired.

account for leases in accordance with ASC 842, Leases .

50 unchanged sentences

be a transfer of control of goods or services to the government entities funding the grant.

In the absence of applicable guidance

GAAP, the Company’s policy is to recognize grant revenue when the related costs are incurred and the right to payment

Costs incurred are recorded in research and development and general and administrative expenses on the accompanying statements

of operations (see Note 14).

In the absence of applicable guidance under

GAAP, the Company’s policy is to recognize grant revenue when the related costs are incurred and the right to payment is realized.

Costs incurred are recorded in research and development and general and administrative expenses on the accompanying statements of operations

(see Note 15) .

from product sales and license fees:

For agreements that include sales-based royalties, including commercial milestone payments based

on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, Lineage recognizes revenue

at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been

allocated has been satisfied (or partially satisfied).

estimates and recognizes royalty revenues based on all available information, including estimates provided by the customer or licensee

from which Lineage obtains such estimates directly for each reporting period.

Actual revenues ultimately received may differ from those

estimates recorded and are adjusted in the period when information to actuals is available to Lineage.

Collaborative

5 unchanged sentences

terms of our collaborative agreements typically include one or more of the following:

(i) up-front fees;

(i) upfront fees;

(ii) milestone payments related

4 unchanged sentences

Each of these payments eventually result in collaboration revenues.

When a portion of non-refundable up-front fees

When a portion of non-refundable upfront fees

or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are

22 unchanged sentences

collaboration revenue from the allocated transaction price.

For example, when we receive up-front fees for the performance of research

For example, when we receive upfront fees for the performance of research

and development services, or when research and development services are not considered to be distinct from a license, we recognize collaboration

27 unchanged sentences

of Operations

of Three and Six Months Ended June 30, 2021 and 2020

of Three and Nine Months Ended September 30, 2021 and 2020

and Cost of Sales

1 unchanged sentence

Three Months Ended

June 30, (unaudited)

September 30, (unaudited)

Grant revenues

Collaboration revenues

Royalties from product sales and license fees

Total revenues

Cost of sales

Six Months Ended

June 30, (unaudited)

Nine Months Ended

September 30, (unaudited)

Grant revenues

Collaboration revenues

Royalties from product sales and license fees

Total revenues

Cost of sales

total revenues increased by $126,000 for the three months ended June 30, 2021 as compared to the same period in the prior year, due to

a $213,000 increase in collaboration revenues related to the Immunomic Therapeutics, Inc.

(“ITI”) collaborative agreement

and a $129,000 increase in royalties from product sales, offset by a $216,000 decrease in grant revenues due to less grant-related activities

total revenues increased by $1.7 million for the three months ended September 30, 2021 as compared to the same period in the prior year,

due to a $1.6 million increase in royalties, a $0.3 million increase in collaboration revenues related to the Immunomic Therapeutics,

(“ITI”) collaborative agreement, offset by a $0.2 million decrease in grant revenues due to less grant-related activities

during the period.

total revenues increased by $3,000 for the six months ended June 30, 2021 as compared to the same period in the prior year, due to a

$256,000 increase in royalties from product sales and a $213,000 increase in collaboration revenues related to the ITI collaborative

agreement, offset by a $466,000 decrease in grant revenues due to less grant-related activities during the period.

total revenues increased by $1.7 million for the nine months ended September 30, 2021 as compared to the same period in the prior year,

due to a $1.8 million increase in royalties and a $0.5 million increase in collaboration revenues related to the ITI collaborative agreement,

offset by a $0.6 million decrease in grant revenues due to less grant-related activities during the period.

royalties are derived from product sales and license fees.

For the three months and nine months ended September 30, 2021 royalties

were significantly higher compared to the same periods in the prior year, primarily due to additional royalty revenues of $1.8 million

from a certain royalty customer, based on the customer’s updated communication to us regarding royalties due.

Consequently,

Lineage also recorded a corresponding 50% of these additional royalties in cost of sales, as an accrued royalty payable to a separate

royalty party.

As of September 30, 2021, the $1.8 million is included as a receivable within prepaid expenses and other current assets.

The customer paid these royalties to us in October 2021.

grant revenues are generated primarily by our subsidiary Cell Cure Neurosciences Ltd.

3 unchanged sentences

revenues generated by Cell Cure from the IIA for the development of OpRegen and our bio retina program amounted to $68,000 and $237,000

for the three and six months ended June 30, 2021 and $130,000 and $261,000 for the three and six months ended June 30, 2020, respectively.

revenues generated by the NIH grant were $157,000 and $374,000 for the three and six months ended June 30, 2020.

NIH grant related activities

were completed in the third quarter of 2020.

from product and license fees for the three months and six months ended June 30, 2021 increased due to higher royalty payments from STEMCELL

Technologies, Life Technologies, and AgeX Therapeutics.

for the three and nine months ended September 30, 2021 and $216,000 and $477,000 for the three and nine months ended September 30, 2020,

respectively.

revenues generated by the NIH grant were $13,000 and $387,000 for the three and nine months ended September 30, 2020.

NIH grant related

activities were completed in the third quarter of 2020.

amounts in the tables below are our consolidated operating expenses for the periods presented (in thousands).

Three Months Ended

June 30 (unaudited)

September 30, (unaudited)

Research and development expenses

General and administrative expenses

Six Months Ended

June 30 (unaudited)

Nine Months Ended

September 30, (unaudited)

Research and development expenses

10 unchanged sentences

for the periods presented (in thousands).

Three Months Ended June 30,

Three Months Ended September 30,

Percent of Total

1 unchanged sentence

Total research and development expenses

Six Months Ended June 30,

Nine Months Ended September 30,

Percent of Total

1 unchanged sentence

Total research and development expenses

net increase of $0.1 million in total research and development expenses for the three months ended June 30, 2021 as compared to

net decrease of $0.8 million in total research and development expenses for the three months ended September 30, 2021 as compared to

the same period in the prior year is mainly attributable to the following:

net decrease of $0.4 million in OpRegen, attributable primarily to a decrease in manufacturing

activities in 2021 as compared to 2020,

increase of $0.3 million in OPC1-related expenses, primarily related to an increase in manufacturing and development activities for

this program,

increase of $0.2 million in VAC program expenses, primarily related to manufacturing improvement activities and support of the ITI

net decrease of $0.3 million in OpRegen, attributable primarily to a decrease in manufacturing activities in 2021 as compared to

increase of $0.9 million in OPC1-related expenses, primarily driven by a return of unspent project funds of approximately $0.8 million

in the prior year period from a former Asterias service provider, and

net decrease of $1.4 million in VAC program expenses, primarily driven by the prior year signature fee accrual of $1.6 million to

Cancer Research UK related to our license agreement, partially offset by increased manufacturing activities and support of the ITI

collaborative agreement.

net increase of $0.2 million in total research and development expenses for the six months ended June 30, 2021 as compared to

the same period in the prior year is mainly attributable to the following:

net decrease of $1.1 million in OpRegen, attributable primarily to a decrease in manufacturing

activities in 2021 as compared to 2020,

net decrease of $0.6 million in total research and development expenses for the nine months ended September 30, 2021 as compared to the

same period in the prior year is mainly attributable to the following:

net decrease of $1.4 million in OpRegen, attributable primarily to a decrease in manufacturing activities in 2021 as compared to

increase of $1.7 million in OPC1-related expenses, primarily related to an increase in manufacturing and development activities for

this program,

increase of $0.7 million in VAC program expenses, primarily related to manufacturing improvement activities and support of the ITI

collaborative agreement,

decrease of $0.2 million in Renevia and related expenses due to a reduction in research activities.

this program, and a return of unspent project funds of approximately $0.8 million in the prior year period from a former Asterias

service provider,

net decrease of $0.7 million in VAC program expenses, primarily driven by the prior year signature fee accrual of $1.6 million to

Cancer Research UK related to our license agreement, partially offset with.

increased manufacturing activities and support of the

ITI collaborative agreement, and

net decrease of $0.2 million in Renevia and related expenses due to a reduction in research activities.

and administrative expenses

3 unchanged sentences

costs, and other miscellaneous expenses which are allocated to general and administrative expense.

total net increase of $0.6 million in general and administrative expenses for the three months ended June 30, 2021 compared to the same

period in 2020, was primarily attributable to a $0.3 million increase in investor relations expenses, a $0.3 million increase in litigation

and other expenses related to Lineage’s merger with Asterias, a $0.1 million increase in legal costs

and patent expenses, offset by a $0.1 million reduction in rent and utilities expenses.

and administrative expenses for the six months ended June 30, 2021 compared to the same period in 2020, were relatively unchanged.

line items had offsetting variances, investor relations expenses increased by $0.4 million, recruiting fees increased by $0.2 million,

rent and utilities expenses decreased by $0.3 million, patent expenses decreased by $0.2 million, and litigation and other expenses

related to Lineage’s merger with Asterias decreased by $0.1 million.

total net increase of $1.7 million in general and administrative expenses for the three months ended September 30, 2021 compared to the

same period in 2020, was primarily attributable to a $0.8 million increase in litigation and other expenses related to Lineage’s

merger with Asterias and a $0.5 million increase in share-based compensation expense.

total net increase of $1.7 million in general and administrative expenses for the nine months ended September 30, 2021 compared to the

same period in 2020, was primarily attributable to a $0.7 million increase in litigation and other expenses related to Lineage’s

merger with Asterias, a $0.6 million increase in share-based compensation expense and a $0.4 million increase in investor relations expenses.

income and (expenses), net

1 unchanged sentence

Three Months Ended

June 30, (unaudited)

September 30, (unaudited)

Other income (expenses), net

Interest income (expenses), net

Interest income, net

Gain on sale of marketable equity securities

Gain on extinguishment of debt

Unrealized gain (loss) on marketable equity securities

Unrealized gain (loss) on warrant liability

Unrealized loss on marketable equity securities

Unrealized gain on warrant liability

Other income, net

Total other income (expenses), net

Six Months Ended

June 30, (unaudited)

Total other expenses, net

Nine Months Ended

September 30, (unaudited)

Other income (expenses), net

2 unchanged sentences

Gain on extinguishment of debt

Unrealized gain (loss) on marketable equity securities

Unrealized loss on marketable equity securities

Unrealized gain on warrant liability

Other (expenses), net

Other income (expenses), net

Total other income (expenses), net

income, net – During the three and six months ended June 30, 2020 we earned $0.4 million and $0.8 million of interest income,

respectively.

In August 2020, Lineage received $24.6 million from Juvenescence, representing the outstanding principal and accrued interest

on the promissory note.

on investment in OncoCyte - As of June 30, 2021, Lineage owned 1.1 million shares of OncoCyte common stock.

income, net – During the three and nine months ended September 30, 2020 we earned $0.3 million and $1.0 million of interest

income, respectively.

In August 2020, Lineage received $24.6 million from Juvenescence, representing the outstanding principal and accrued

interest on the promissory note.

equity securities - As of September 30, 2021, Lineage owned 1.1 million shares of OncoCyte common stock.

These shares had a fair

value of $6.4 million, based on the closing price of OncoCyte common stock of $5.74 per share on June 30, 2021.

value of $4.0 million, based on the closing price of OncoCyte common stock of $3.56 per share on September 30, 2021.

As of December 31,

2020, Lineage owned 3.6 million shares of OncoCyte common stock.

These shares had a fair value of $8.7 million, based on the closing price

of OncoCyte common stock of $2.39 per share on December 31, 2020.

the three months ended June 30, 2021, Lineage recorded a net unrealized gain on marketable equity securities of $0.6 million related

These shares had a fair value of $8.7 million, based on the closing

price of OncoCyte common stock of $2.39 per share on December 31, 2020.

the three months ended September 30, 2021, Lineage recorded a net unrealized loss on marketable equity securities of $2.5 million related

to changes in fair market value of OncoCyte’s common stock price during the quarter.

For the three months ended June 30, 2020,

Lineage recorded a realized gain of $2.1 million due to sales of OncoCyte shares in the period.

Lineage recorded an unrealized loss

on marketable equity securities of $4.0 million related to changes in fair market value of OncoCyte’s common stock price during

the six months ended June 30, 2021, Lineage recorded a realized gain of $6.0 million due to sales of OncoCyte shares in the period.

Lineage recorded a net unrealized gain on marketable equity securities of $1.8 million related to changes in fair market value of OncoCyte’s

For the three months ended September 30, 2020,

Lineage recorded an unrealized loss of $1.9 million due to sales of OncoCyte shares in the period.

the nine months ended September 30, 2021, Lineage recorded a realized gain of $6.0 million due to sales of OncoCyte shares in the period.

Lineage recorded a net unrealized loss on marketable equity securities of $0.6 million related to changes in fair market value of OncoCyte’s

common stock price during the quarter.

For the six months ended June 30, 2020, Lineage recorded a realized gain of $3.1 million due to

sales of OncoCyte shares in the period.

Lineage also recorded an unrealized loss on marketable equity securities of $4.2 million related

to changes in fair market value of OncoCyte’s common stock price during the quarter.

For the nine months ended September 30, 2020, Lineage recorded a realized gain of $3.1 million

due to sales of OncoCyte shares in the period.

Lineage also recorded an unrealized loss on marketable equity securities of $6.1 million

related to changes in fair market value of OncoCyte’s common stock price during the quarter.

share prices are determined based on the closing price of OncoCyte common stock on the NYSE American on the applicable dates, or the

3 unchanged sentences

for each period.

Marketable equity securities

- We account for the shares we hold in Hadasit Bio-Holdings (“HBL”) as marketable equity securities as

of June 30, 2021.

These securities were carried at fair market value on our consolidated balance sheets, and the accounting transactions

for the three and six months ended were not material.

For the three and six months ended June 30, 2021, we did not hold any marketable

securities related to AgeX.

the three and six months ended June 30, 2020, Lineage recorded realized gains of $0.4 million and $0.6 million, respectively,

due to sales of AgeX shares in the period.

For the three and six months ended June 30, 2020, we recorded unrealized losses of $0.2 million

and $1.2 million, respectively, due to changes in fair market value of AgeX’s common stock price during the period.

on extinguishment of debt – For the three and six months ended June 30, 2021, Lineage recognized a gain of $0.5 million on

extinguishment of debt related to the Paycheck Protection Program (PPP) loan from Axos Bank.

Lineage applied for forgiveness on the PPP

loan on September 30, 2020, and on May 13, 2021, received notice that the PPP loan was forgiven in full.

account for the shares we hold in HBL as marketable equity securities as of September 30, 2021.

These securities were carried at fair

market value on our consolidated balance sheets, and the accounting transactions for the three and nine months ended September 30, 2021

were not material.

For the three and nine months ended September 30, 2021, we did not hold any marketable securities related to AgeX.

the three and nine months ended September 30, 2020, Lineage recorded realized gains of $0.1 million and $0.7 million, respectively, due

to sales of AgeX shares in the period.

For the three and nine months ended September 30, 2020, we recorded unrealized losses of $0.1

million and $1.4 million, respectively, due to changes in fair market value of AgeX’s common stock price during the period.

on extinguishment of debt – For the nine months ended September 30, 2021, Lineage recognized a gain of $0.5 million on extinguishment

of debt related to the Paycheck Protection Program (PPP) loan from Axos Bank.

Lineage applied for forgiveness on the PPP loan on September

30, 2020, and on May 13, 2021, received notice that the PPP loan was forgiven in full.

expenses, net - Other expenses, net, in 2021 and 2020 consist primarily of net foreign currency transaction gains and losses recognized

7 unchanged sentences

less our tax basis in the shares.

The deferred tax liability generated by the OncoCyte shares that we hold as of June 30, 2021, is a

source of future taxable income to us, as prescribed by ASC 740-10-30-17, that will more likely than not result in the realization of

our deferred tax assets to the extent of the deferred tax liability.

This deferred tax liability is determined based on the closing prices

of the OncoCyte shares as of June 30, 2021.

Due to the inherent unpredictability of future prices of those shares, we cannot reliably

estimate or project those deferred tax liabilities on an annual basis.

Therefore, the deferred tax liability pertaining to OncoCyte shares,

determined based on the actual closing prices on the last stock market trading day of the applicable accounting period, and the related

impacts to the valuation allowance and deferred tax asset changes, are recorded in the accounting period in which they occur.

The deferred tax liability generated by the OncoCyte shares that we hold as of September 30, 2021,

is a source of future taxable income to us, as prescribed by ASC 740-10-30-17, that will more likely than not result in the realization

of our deferred tax assets to the extent of the deferred tax liability.

This deferred tax liability is determined based on the closing

prices of the OncoCyte shares as of September 30, 2021.

Due to the inherent unpredictability of future prices of those shares, we cannot

reliably estimate or project those deferred tax liabilities on an annual basis.

Therefore, the deferred tax liability pertaining to OncoCyte

shares, determined based on the actual closing prices on the last stock market trading day of the applicable accounting period, and the

related impacts to the valuation allowance and deferred tax asset changes, are recorded in the accounting period in which they occur.

connection with the Asterias Merger, a deferred tax liability of $10.8 million was recorded as part of the acquisition accounting.

14 unchanged sentences

be considered for reversal under ASC 740 as further discussed below.

We have concluded that an

ownership change did occur after the Asterias Merger, and the acquired operating loss carryforwards are subject to limitation under Section

382 of the Internal Revenue Service Code;

Lineage will only be able to utilize $52.8 million of these operating loss carryforwards.

have concluded that an ownership change did occur after the Asterias Merger, and the acquired net operating loss carryforwards are subject

to limitation under Section 382 of the Internal Revenue Service Code;

Lineage will only be able to utilize $52.8 million and $41.9 million

of their federal and California net operating losses, respectively.

valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized.

8 unchanged sentences

barring any new developments.

the three and six months ended June 30, 2021, Lineage recorded a $169,000 deferred tax benefit that was primarily related to federal

net operating losses generated for the three and six months ended June 30, 2021, which was available and indefinite in nature.

the three and six months ended June 30, 2020, Lineage did not record any provision or benefit for income taxes, as Lineage had taxable

income related to a gain on the sale of OncoCyte common stock in the applicable periods.

This taxable income was offset by net operating

loss carryforwards.

the three and nine months ended September 30, 2021, Lineage recorded a $1.0 million and $1.2 million deferred tax benefit, respectively,

that was primarily related to federal net operating losses generated for the three and nine months ended September 30, 2021, which was

available and indefinite in nature.

the three and nine months ended September 30, 2020, Lineage recorded a $0.2 million deferred tax benefit for income taxes.

expect that deferred income tax expense or benefit we record each reporting period, if any, will vary depending on the change in the

2 unchanged sentences

and Capital Resources

June 30, 2021, we had $68.7 million of cash, cash equivalents and marketable equity securities on hand, which includes our investments

September 30, 2021, we had $65.1 million of cash, cash equivalents and marketable equity securities on hand, which includes our investments

in OncoCyte and HBL.

4 unchanged sentences

In addition, the value of our

marketable equity securities may be significantly and adversely impacted by deteriorating global economic conditions and the recent disruptions

marketable equity securities may be significantly and adversely impacted by deteriorating global economic conditions and disruptions

to and volatility in the credit and financial markets in the United States and worldwide resulting from the ongoing COVID-19 pandemic.

2 unchanged sentences

sales of research products and services.

At June 30, 2021, we had an accumulated deficit of $300.3 million, working capital of $64.8

At September 30, 2021, we had an accumulated deficit of $308.1 million, working capital of $59.6

million and shareholders’ equity of $119.6 million.

5 unchanged sentences

and cash equivalents for our operations, we may sell some, or all, of our investments, as necessary.

The COVID-19 pandemic previously impacted patient enrollment in our OpRegen

Phase 1/2a multicenter clinical trial and is currently affecting the VAC2 Phase 1 multicenter clinical trial.

In particular, we saw sites

pause enrollment to focus on, and direct resources to, the COVID-19 pandemic or adhere to national or local guidelines.

Additionally,

currently enrolled patients may decide not to enroll or continue participating in follow-up visits as part of the ongoing clinical trials,

as a result of the pandemic.

At this point in time, the majority of our sites are back to normal daily operations.

However, we are unable

to predict with confidence if there will be future patient enrollment delays or missed study visits as the COVID-19 pandemic continues

or gets worse.

If patient enrollment or study follow-up is delayed for an extended period of time, our clinical trials could be delayed

or otherwise adversely affected.

Additionally, an inability to enroll or follow a sufficient number of patients for any of our current

or future clinical trials could result in significant delays.

COVID-19 pandemic previously impacted patient enrollment in our OpRegen Phase 1/2a multicenter clinical trial and is currently affecting

the VAC2 Phase 1 multicenter clinical trial.

In particular, we saw sites pause enrollment to focus on, and direct resources to, the COVID-19

pandemic or adhere to national or local guidelines.

Additionally, currently enrolled patients may decide not to enroll or continue participating

in follow-up visits as part of the ongoing clinical trials, as a result of the pandemic.

At this point in time, the majority of our sites

are back to normal daily operations.

However, we are unable to predict with confidence if there will be future patient enrollment delays

or missed study visits as the COVID-19 pandemic continues or gets worse.

If patient enrollment or study follow-up is delayed for an extended

period of time, our clinical trials could be delayed or otherwise adversely affected.

Additionally, an inability to enroll or follow

a sufficient number of patients for any of our current or future clinical trials could result in significant delays.

projected cash flows are subject to various risks and uncertainties, and the unavailability or inadequacy of financing to meet future

14 unchanged sentences

flows used in operating activities

cash used in operating activities of $12.8 million for the six months ended June 30, 2021 primarily reflects the loss from operations

of $14.1 million plus the changes in assets and liabilities of $0.9 million.

These items were offset primarily by non-cash expenses of

$1.5 million for stock-based compensation and $0.5 million of depreciation and amortization.

The unrealized gain on marketable equity

securities, foreign currency remeasurement, and deferred tax benefit had no effect on cash flows.

cash used in operating activities of $9.3 million for the six months ended June 30, 2020 primarily reflects the loss from operations

cash used in operating activities of $17.7 million for the nine months ended September 30, 2021 primarily reflects the loss from operations

of $21.0 million.

These items were offset primarily by non-cash expenses of $2.6 million for stock-based compensation and $0.7 million

of depreciation and amortization.

The unrealized loss on marketable equity securities and deferred tax benefit had no effect on cash

cash used in operating activities of $14.1 million for the nine months ended September 30, 2020 primarily reflects the loss from operations

of $20.6 million less the changes in assets and liabilities of $2.0 million.

1 unchanged sentence

$1.8 million of depreciation and amortization and $1.7 million for stock-based compensation.

The unrealized loss on marketable securities

and foreign currency remeasurement had no effect on cash flows.

The unrealized loss on marketable equity

securities and deferred tax benefit had no effect on cash flows.

flows provided by investing activities

provided by investing activities of $10.0 million for the six months ended June 30, 2021 was associated primarily with receipts of $10.1

million from sales of a portion of our OncoCyte holdings, offset by purchases of equipment for $0.1 million.

provided by investing activities of $12.0 million for the six months ended June 30, 2020 was associated primarily with receipts of $10.9

million from sales of a portion of our OncoCyte holdings and $1.0 million from sales of a portion of our AgeX holdings.

provided by investing activities of $9.9 million for the nine months ended September 30, 2021 was associated primarily with receipts

of $10.1 million from sales of a portion of our OncoCyte holdings, offset by purchases of equipment for $0.2 million.

provided by investing activities of $12.1 million for the nine months ended September 30, 2020 was associated primarily with receipts

of $10.9 million from sales of a portion of our OncoCyte holdings and $1.2 million from sales of a portion of our AgeX holdings.

flows provided by financing activities

provided by financing activities of $32.3 million for the six months ended June 30, 2021 was associated primarily with net proceeds of

$26.9 million from the sale of common shares and proceeds of $5.3 million from the exercise of employee stock options.

provided by financing activities of $0.5 million for the six months ended June 30, 2020 was associated primarily with proceeds of $0.5

million from a PPP loan.

provided by financing activities of $36.0 million for the nine months ended September 30, 2021 was associated primarily with proceeds

net of financing costs of $29.8 million from the sale of common shares and proceeds of $6.3 million from the exercise of employee stock

provided by financing activities of $25.1 million for the nine months ended September 30, 2020 was associated primarily with proceeds

of $24.6 million from payment of the Juvenescence promissory note and proceeds of $0.5 million from a Paycheck Protection Program (“PPP”).

Sheet Arrangements

of June 30, 2021 and December 31, 2020, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Commission

Regulation S-K.

of September 30, 2021 and December 31, 2020, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of

Commission Regulation S-K.

Quantitative and Qualitative Disclosures about Market Risk

1 unchanged sentence

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-Q

Item 2. Management’s Discussion and Analysis