Sec Form 13D Filing - BROADWOOD PARTNERS L.P. filing for Lineage Cell Therapeutics, Inc. (LCTX) - 2024-11-21

Neal C. Bradsher

c/o Broadwood Capital, Inc.

156 West 56^th Street, 3^rd Floor

New York, New York 10019

(212) 508-5735

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

The name of the issuer is Lineage Cell Therapeutics, Inc., a California corporation (the “Issuer”). The address of the Issuer’s principal executive office is 2173 Salk Avenue, Suite 200, Carlsbad, California 92008. This Amendment No. 27 to Schedule 13D relates to the Issuer’s Common Shares, no par value (the “Shares”).

None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The funds for the purchase of the 41,666,255 Shares beneficially owned by Broadwood Partners came from its working capital. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The funds for the purchase of the 41,666,255 Shares beneficially owned by Broadwood Capital came from the working capital of Broadwood Partners, which is the direct owner of the Shares. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The funds for the purchase of the 42,058,883 Shares beneficially owned by Mr. Bradsher came from his personal funds and the working capital of Broadwood Partners. Certain of the Shares beneficially owned by Mr. Bradsher were granted to him by the Issuer as compensation for his service as a member of the Issuer’s board of directors (the “Board of Directors”). No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The Reporting Persons acquired their Shares for investment and are filing this Schedule 13D/A to report a change in their respective beneficial ownership percentages of the Shares. In addition, on November 19, 2024, Broadwood Partners entered into a Securities Purchase Agreement with the Issuer (the “Securities Purchase Agreement”) pursuant to which Broadwood Partners agreed to acquire from the Issuer (i) 7,894,737 Shares and (ii) 7,894,737 common share purchase warrants (the “Common Warrants”), each of which will be exercisable for one Share, in the Issuer’s registered direct offering for a total purchase price of $6,000,000, or $0.76 per Share and accompanying Common Warrant (the “Transaction”). However, the closing of the Transaction is subject to obtaining the approval of the Issuer’s shareholders; accordingly, the Reporting Persons are not yet deemed to beneficially own the Shares and Common Warrants subject to the Transaction.

The foregoing is a summary of certain material terms of the Securities Purchase Agreement and the Common Warrants. However, such summary is not, and does not purport to be, complete and is qualified in its entirety by reference to the full text of the Form of the Securities Purchase Agreement and the Form of the Common Warrant, which have been filed as Exhibit B and Exhibit C, respectively, and are incorporated herein by reference.

Mr. Bradsher serves on the Board of Directors.

Except as otherwise set forth below, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own in open-market or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable.

As of the date hereof, Mr. Bradsher may be deemed to be the beneficial owner of 42,058,883 Shares, constituting 19.1% of the Shares, based upon 220,721,326 Shares outstanding as of the date hereof, as adjusted to include stock options of the Issuer beneficially owned by Mr. Bradsher. Mr. Bradsher has the sole power to vote or direct the vote of 392,628 Shares and the shared power to vote or direct the vote of 41,666,255 Shares. Mr. Bradsher has sole power to dispose or direct the disposition of 392,628 Shares and the shared power to dispose or direct the disposition 41,666,255 Shares.

Other than as described in Item 4 above, there have been no transactions in the Shares by the Reporting Persons during the past sixty days.

N/A

The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described herein and/or in a previous Schedule 13D filed by the Reporting Persons in respect of the Issuer.

Broadwood Partners, L.P.*

Broadwood Partners, L.P.