What changed in this filing

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Item 9A. Controls and Procedures

2023-03-09 compared with 2022-03-10 · 98 added, 152 removed, 88 unchanged (74% of the section changed)

CONTROLS AND PROCEDURES

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”).

Our management, including our principal executive officer

and our principal financial officer, as amended, have reviewed and evaluated the effectiveness of our disclosure controls and procedures

as of the end of our fourth quarter.

Following this review and evaluation , management collectively determined that our disclosure

controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under

the Exchange Act:

(i) is recorded, processed, summarized and reported within the time periods specified 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.

13a-15 under the Exchange Act.

Our management, including our principal executive officer and our principal financial officer, have reviewed

and evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2022.

Following this review and evaluation ,

management collectively determined that our disclosure controls and procedures were effective as of December 31, 2022 to ensure that

information required to be disclosed by us in reports that we file or submit under the Exchange Act:

(i) is recorded, processed, summarized

and reported within the time periods specified in SEC rules and forms;

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

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

in Internal Control over Financial Reporting

There were no changes in our

internal control over financial reporting that occurred during the fourth quarter of 2021 that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

were no changes in our internal control over financial reporting that occurred during the fourth quarter of 2022 that have materially

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

Report on Internal Control over Financial Reporting

2 unchanged sentences

financial reporting, as defined in Exchange Act Rule 13a-15(f), is a process designed by, or under the supervision of, our principal

executive officer, our principal operations officer, and our principal financial officer, and effected by our Board of Directors, management,

and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures

Pertain to the maintenance

of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

Provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting

principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

Provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material

effect on the financial statements.

executive officer, and our principal financial officer, and effected by our Board of Directors, management, and other personnel, to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes

in accordance with generally accepted accounting principles and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations

of our management and directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

11 unchanged sentences

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

OTHER INFORMATION

On March 9, 2022, our board

of directors set June 16, 2022 as the date of our 2022 annual meeting of shareholders (the “2022 Annual Meeting”).

is more than 30 days before the one-year anniversary of our 2021 annual meeting of shareholders, which was held on September 13, 2021.

In light of the foregoing, and in accordance with our amended and restated bylaws (the “Bylaws”), in order for any business

to be brought before the 2022 Annual Meeting by a shareholder and for any person to be nominated for election to our board of directors

at the 2022 Annual Meeting, by a shareholder, such shareholder must notify us of such intention by notice received at our principal executive

offices not later than the close of business on March 31, 2022.

Shareholder proposals intended for inclusion in our proxy statement for

the 2022 Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

must be received at our principal executive offices no later than the close of business on March 31, 2022, which we believe is a reasonable

time before we begin to print and mail proxy materials for the 2022 Annual Meeting.

In addition, all such shareholder notices and shareholder

proposals must conform to the applicable requirements of the Bylaws, the rules and regulations promulgated under the Exchange Act and

other applicable law.

All such notices and shareholder proposals should be directed to:

“2173 Salk Avenue, Suite 200, Carlsbad,

CA 92008, Attention:

Regarding Foreign Jurisdictions that Prevent Inspections

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Regarding Foreign Jurisdictions that Prevent Inspections

EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

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

for our 2022 Annual Meeting of Shareholders (the “2022 Proxy Statement”) and are incorporated herein by reference.

about our executive officers, committees of the Board of Directors, and compensation of directors is reported under the captions “Executive

Officers” and “Corporate Governance” in our 2022 Proxy Statement and is incorporated herein by reference.

information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after the

December 31, 2022, in connection with the solicitation of proxies for our 2023 annual meeting of shareholders (the “2023 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,

12 unchanged sentences

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 2022 Proxy Statement and is incorporated herein by reference.

on compensation of our executive officers is reported under the caption “Executive Compensation” in our 2022 Proxy Statement

and is incorporated herein by reference.

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;

(ii) each of our directors;

(iii) each of our named executive officers;

and (iv) all of our current directors

and executive officers as a group is contained under the caption “Principal Shareholders” in our 2022 Proxy Statement and

is incorporated herein by reference.

information required by this Item will be included in the 2023 Proxy Statement and is incorporated herein by reference.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS

information required by this Item will be included in the 2023 Proxy Statement and is incorporated herein by reference.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

about transactions with related persons;

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

and director independence

is reported under the captions “Board of Directors” and “Certain Relationships and Related Transactions” in our

2022 Proxy Statement and is incorporated herein by reference.

information required by this Item will be included in the 2023 Proxy Statement and is incorporated herein by reference.

ACCOUNTANT 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 Firm” in our

2022 Proxy Statement and is incorporated herein by reference.

information required by this Item will be included in the 2023 Proxy Statement and is incorporated herein by reference.

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EXHIBITS AND, FINANCIAL

STATEMENT SCHEDULES

AND, FINANCIAL STATEMENT SCHEDULES

Financial Statements.

7 unchanged sentences

Financial Statement Schedules

are no financial statement schedules provided because the information called for is either not required or is shown either in the financial

statements or the notes thereto.

Incorporation by

financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient

to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying

notes included in this report.

not filed or furnished herewith are incorporated by reference to exhibits previously filed with the SEC, as reflected in the table below.

We will furnish a copy of any exhibit to stockholders, without charge upon written request to Lineage Cell Therapeutics, Inc., 2173 Salk

Avenue, Suite 200 Carlsbad, CA 92008, or by calling (442) 287-8990.

Incorporation

OF ACQUISITION

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

and Asterias Biotherapeutics, Inc.

November 8, 2018

OF INCORPORATION AND BYLAWS

Restated Articles of Incorporation, as amended

Certificate of Ownership

August 12, 2019

Amended and Restated Bylaws

August 12, 2019

Specimen of Common Share Certificate

December 18, 1991

DEFINING RIGHTS OF SECURITY HOLDERS

of Common Share Certificate

Description of Capital Stock of the Registrant

March 11, 2021

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

January 9, 2008

First Amendment of WARF Agreement dated March 11, 2009

March 23, 2009

CONTRACTS AND COMPENSATORY PLANS

Form of Indemnification Agreement entered into between the Registrant and its Directors and Officers

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Amended and Restated Employment Agreement dated September 26, 2022 between Registrant and Brian Michael Culley

Employment Agreement dated June 8, 2021 between Registrant and Kevin Leon Cook

Separation Agreement dated July 5, 2022 between Registrant and Kevin Leon Cook

Amended and Restated Employment Agreement dated September 26, 2022 between Registrant and George A.

Amended and Restated Employment Agreement dated September 26, 2022 between Registrant and Gary S.

Employment Agreement dated November 14, 2022 between Registrant and Jill A.

Inducement Stock Option Agreement between Registrant and Brian Culley

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

July 15, 2015

Amendment to 2012 Plan effective June 2017

Amendment to 2012 Plan effective July 2019

August 8, 2019

Amendment to 2012 Plan effective August 2019

November 12, 2019

2012 Plan Form of Employee Incentive Stock Option Agreement

November 12, 2013

2012 Plan Form of Non-employee Director Stock Option Agreement

November 12, 2013

2012 Plan Stock Option Grant Agreement

November 12, 2019

2012 Plan Form of Restricted Stock Unit

March 12, 2020

Inducement Stock Option Agreement between Registrant and Brian Culley

March 14, 2019

Lineage Cell Therapeutics 2021 Equity Incentive Plan, effective as of September 2021 (“2021 Plan”)

2021 Plan Form of Stock Option Grant Notice and Agreement for Employees and Consultants

2021 Plan Form of Stock Option Grant Notice and Agreement for Non-Employee Directors

2021 Plan Form of Restricted Stock Unit Award Grant Notice and Agreement

Executive Performance Incentive Bonus Plan, adopted September 2022

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

First Amendment to WARF Agreement dated March 11, 2009

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

1 unchanged sentence

(“Hadasit License”)

August 9, 2017

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Amendment to Hadasit License dated January 8, 2018

March 15, 2018

Second Amendment to Hadasit License dated December 1, 2019

4 unchanged sentences

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

August 9, 2017

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

and Cell Cure Neurosciences Ltd.

August 9, 2017

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

September 18, 2018

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

Asterias S-1/A

August 13, 2013

Exclusive Sublicense Agreement between Geron Corporation and Asterias

Asterias S-1/A

August 13, 2013

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

Asterias 10-Q

November 12, 2013

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

Asterias 10-Q/A

January 13, 2015

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

Clinical Trial and Option Agreement dated September 8, 2014 between Asterias and Cancer Research UK and Cancer Research Technology Limited (“CRT”)

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

and Registrant

August 6, 2020

Agreement dated May 6, 2020 between CRT and Registrant

August 6, 2020

License Agreement dated May 6, 2020 between CRT and Registrant

First Amendment to License Agreement dated April 16, 2021, between CRT and Registrant

Collaboration and License Agreement dated December 17, 2021, between F.

Hoffmann-La Roche Ltd, Genentech, Inc., Cell Cure Neurosciences Ltd., and Registrant

List of Subsidiaries

Stipulation and Agreement of Compromise and Settlement dated October 26, 2022

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List of Subsidiaries of the Registrant

Consent of WithumSmith+Brown, PC

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

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

Interactive Data File

XBRL Instance Document

XBRL Taxonomy Extension Schema

XBRL Taxonomy Extension Calculation Linkbase

XBRL Taxonomy Extension Definition Document

XBRL Taxonomy Extension Label Linkbase

XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline XBRL and contained

in Exhibit 101)

^ 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.

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

Certifications 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

Instance Document

Taxonomy Extension Schema

Taxonomy Extension Calculation Linkbase

Taxonomy Extension Definition Document

Taxonomy Extension Label Linkbase

Taxonomy Extension Presentation Linkbase

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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.

Furnished herewith.

+ Indicates management contract or compensatory plan

of this exhibit have been omitted pursuant to a request for confidential treatment

Indicates management contract or compensatory plan or arrangement.

Portions of this exhibit have been omitted pursuant

to a request for confidential treatment.

Certain information in this exhibit has been omitted pursuant to Item 601 of Regulation S-K.

FORM 10-K SUMMARY

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to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form

10-K to be signed on its behalf by the undersigned, thereunto duly authorized on the 10 th day of March 2022.

LINEAGE CELL THERAPEUTICS, INC.

Chief Executive Officer

(Principal Executive)

Kevin Leon Cook

Chief Financial Officer

KEVIN LEON COOK

(Principal Financial and

Accounting Officer)

Deborah Andrews

DEBORAH ANDREWS

/s/ Dipti Amin

/s/ Anula Jayasuriya

10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

March 9, 2023

CELL THERAPEUTICS, INC.

Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Executive Officer and Director

Executive Officer)

Jill Ann Howe

Financial Officer

JILL ANN HOWE

Financial and Accounting Officer)

Deborah Andrews

Anula Jayasuriya

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-K

Item 9A. Controls and Procedures