Lineage Cell Therapeutics (LCTX) Proxy Filing summary

Executive summary

• Special meeting called to approve issuance of common shares and warrants under a securities purchase agreement with Broadwood Partners, L.P., and to approve potential adjournment to solicit more proxies if needed.

• The offering aims to raise approximately $6.0 million in additional gross proceeds, following a prior $24.0 million raise from other investors, totaling about $30.0 million.

• Shareholder approval is required to comply with NYSE American listing standards due to the size and pricing of the transaction.

• If not approved, the company must continue to call meetings every 90 days until approval is obtained, delaying access to capital.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common shares and warrants to Broadwood Partners, L.P. under the SPA, and shares issuable upon warrant exercise.

• Proposal 2: Approve adjournment of the meeting to solicit additional proxies if necessary.

• Board recommends voting “FOR” both proposals.

• No other business will be transacted at the special meeting.

• Shareholder proposals for the 2025 annual meeting must be submitted by December 30, 2024, for inclusion in proxy materials.

Board of directors and corporate governance

• The Pricing Committee (Deborah Andrews, Don M. Bailey, Brian M. Culley, Michael H. Mulroy) and the Audit Committee (all independent directors) unanimously approved the offering and SPA.

• Mr. Bradsher, a board member, is affiliated with Broadwood and recused himself from voting on the proposals.