What changed in this filing

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Item 3. Legal Proceedings

2023-03-09 compared with 2022-03-10 · 11 added, 33 removed, 1 unchanged (98% of the section changed)

time to time, we are subject to legal proceedings and claims in the ordinary course of business.

While management presently believes

that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, cash

flows, or overall trends in results of operations, legal proceedings are subject to inherent uncertainties, and unfavorable rulings or

outcomes could occur that have individually or in aggregate, a material adverse effect on our business, financial condition or operating

Except as described below, we are not currently subject to any pending material litigation, other than ordinary routine litigation

incidental to our business, as described above.

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

This action (captioned Ross v.

Cell Therapeutics, Inc., et al.

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

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

action was brought by a purported stockholder of Asterias, on behalf of a putative class of Asterias stockholders, and asserts breach

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

The complaint alleges, among other things, that the process leading

up to the Asterias Merger was conflicted, that the Asterias Merger consideration was inadequate, and that the proxy statement filed by

Asterias with the Commission omitted certain material information, which allegedly rendered the information disclosed materially misleading.

The complaint seeks, among other things, that a class be certified, the recovery of monetary damages, and attorneys’ fees and costs.

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

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

filed their replies on March 13, 2020.

On June 23, 2020, a hearing on the motions to dismiss occurred.

On September 21, 2020, the Chancery

Court denied the motion to dismiss as to Lineage and certain members of the Asterias board of directors, and it granted the motion to

dismiss as to all other defendants.

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

The parties are currently

engaged in discovery.

A five-day trial before the Chancery Court is currently scheduled for October 17-21, 2022.

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

It is impossible at this time

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

cash flows or financial position.

We are not currently a

party to any material legal proceedings.

From time-to-time

we may be involved in a variety of claims or litigation proceedings.

Such proceedings may initially be viewed as immaterial but

could later prove to be material.

Litigation proceedings are inherently unpredictable and excessive verdicts do occur.

inherent uncertainties in litigation, even when we can reasonably estimate the amount of possible loss or range of loss and

reasonably estimable loss contingencies, the actual outcome may change in the future due to new developments or changes in approach.

In addition, such claims or litigation proceedings could involve significant expense and diversion of management’s attention

and resources from other matters.

SAFETY DISCLOSURES

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

What changed 10-K

Item 3. Legal Proceedings