On March 22, 2024, Lineage Cell Therapeutics, Inc. (the "Company" or "Lineage"), reported to have entered into a sales agreement (the "Sales Agreement") with B. Riley Securities, Inc. (the "Sales Agent"), under which the Company may offer and sell its common shares from time to time through the Sales Agent as the Company’s sales agent (Press release, Lineage Cell Therapeutics, MAR 22, 2024, View Source [SID1234641384]). Sales of the Company’s common shares through the Sales Agent, if any, will be made by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the "Securities Act"), including without limitation sales made directly on the NYSE American or any other existing trading market for the common shares. The Sales Agent will use commercially reasonable efforts to sell the Company’s common shares from time to time, based on instructions from the Company (including any price, time or size limits or other parameters or conditions the Company may impose). The Company will pay the Sales Agent a commission of up to 3.0% of the aggregate gross proceeds from the sales of common shares sold through the Sales Agent under the Sales Agreement. The Company also provided the Sales Agent with customary indemnification and contribution rights.

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The Company is not obligated to make any sales of common shares under the Sales Agreement. The offering of the Company’s common shares under the Sales Agreement will terminate upon the termination of the Sales Agreement in accordance with its terms.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as an exhibit to this report and is incorporated herein by reference. This report also incorporates by reference the Sales Agreement into the registration statement on Form S-3 described below.

The Company’s common shares are being offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3 and an accompanying prospectus (Registration Statement No. 333- 254167) declared effective by the U.S. Securities and Exchange Commission (the "SEC") on March 19, 2021 (the "March 2021 Registration Statement") and pursuant to a prospectus supplement dated March 22, 2024. On March 7, 2024, the Company filed with the SEC a shelf registration statement on Form S-3 and an accompanying prospectus (Registration Statement No. 333-277758) (the "New Registration Statement"). Under Rule 415(a)(5) of the Securities Act, the Company’s securities registered under the March 2021 Registration Statement may be offered and sold only if not more than three years have elapsed since the initial effective date of such registration statement, provided, however, that because the New Registration Statement has been filed pursuant to Rule 415(a)(5) of the Securities Act and the New Registration Statement is not an automatic shelf registration statement, (i) securities covered by the March 2021 Registration Statement may continue to be offered and sold until the earlier of the effective date of the New Registration Statement or 180 days after the third anniversary of the initial effective date of the March 2021 Registration Statement; and (ii) a continuous offering of securities covered by the March 2021 Registration Statement that commenced within three years of the initial effective date of the March 2021 Registration Statement may continue until the effective date of the New Registration Statement if such offering is permitted under the New Registration Statement.

A copy of the opinion of Sheppard Mullin Richter & Hampton LLP regarding the common shares to be sold under the Sales Agreement is filed as an exhibit to this report.