Skip to main content

Lineage Cell Therapeutics, Inc.

For the period ended Dec 31, 2025. Filed Mar 5, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 5, 2026

LCTX$1.08+5.9%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

Item 9B. Other Information

(a) On March 3, 2026, we entered into an Amended and Restated Non-Exclusive License Agreement (the “A&R WARF License Agreement”) with the Wisconsin Alumni Research Foundation (“WARF”). The A&R WARF License Agreement amends and restates the non-exclusive license agreement between WARF and Asterias Biotherapeutics Incorporated, our wholly-owned subsidiary, entered into in 2013, and terminates the license WARF granted to us in 2008, however the license granted to us in 2008 continues in effect under the terms of the A&R WARF License Agreement.

Under the A&R WARF License Agreement we were granted a worldwide non-exclusive license under certain WARF patents and WARF-owned embryonic stem cell lines to develop and commercialize therapeutic, diagnostic and research products. The licensed patents include patents covering methods for growth and differentiation of primate embryonic stem cells. The licensed stem cell lines include the H1, H7, H9, H13, and H14 hES cell lines.

Under the A&R WARF License Agreement we agreed to pay WARF (a) up to $3.0 million in the aggregate upon achievement certain developmental and regulatory milestones, (b) tiered royalties in low single-digits based on net sales of commercialized products, and (c) subject to certain exclusions, a percentage of any payments that we may receive from any sublicenses that we may grant to use the licensed patents or stem cell lines.

The A&R WARF License Agreement may be terminated by us at any time by giving WARF prior written notice, and by WARF if (a) payments of earned royalties, once begun, cease for a specified period of time, (b) we and any third parties collaborating or cooperating with us in the development of products using the licensed patents or stem cell lines fail to spend a specified minimum amount on research and development of products relating to the licensed patents or stem cell lines for a specified period of time, or (c) we breach the agreement or become bankrupt or insolvent or if any of the licensed patents or stem cell lines are offered to creditors. Unless earlier terminated in accordance with its terms, the term of the A&R WARF License Agreement with respect to licensed patents will continue until the expiration of the last to expire licensed patent.

Under the A&R WARF License Agreement we agreed to indemnify WARF and certain other designated affiliated entities from liability arising out of or relating to the death or injury of any person or damage to property due to the sale, marketing, use, or manufacture of products that are covered by the licensed patents, or licensed stem cells, or inventions or materials developed or derived from the licensed patents or stem cell lines.

(b) During the period from October 1, 2025 to December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)adopted orterminated any Rule 10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K) or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.