SCHEDULE 13D/A: Broadwood Entities Increase Stake in Lineage Cell Therapeutics to 24.5% Following Shareholder Approval

Broadwood Partners, Broadwood Capital, and Neal C. Bradsher have increased their beneficial ownership in Lineage Cell Therapeutics, Inc. to 24.5% following a shareholder vote approving a significant transaction.

Summary

• Broadwood Partners, L.P., Broadwood Capital, Inc., and Neal C. Bradsher (collectively, the "Reporting Persons") have filed an Amendment No. 28 to Schedule 13D regarding their beneficial ownership of Common Shares in Lineage Cell Therapeutics, Inc.
• As of the filing date, Broadwood Partners and Broadwood Capital each beneficially own 57,455,729 Shares, representing 24.3% of the outstanding shares.
• Neal C. Bradsher, who is also President of Broadwood Capital and serves on the Issuer's Board of Directors, beneficially owns 57,848,357 Shares, representing 24.5% of the outstanding shares.
• The increase in beneficial ownership percentages and the filing are related to the closing of a previously defined "Transaction" that received shareholder approval on January 27, 2025.
• Funds for the share purchases primarily came from working capital of Broadwood Partners and personal funds of Mr. Bradsher, with some shares granted to Mr. Bradsher as compensation for his board service.

Sentiment

Score: 7

Explanation: The filing indicates active engagement by a significant shareholder group, including a board member, focused on increasing shareholder value and reports the successful closing of a previously approved transaction. This is generally a positive signal for existing shareholders.

Positives

• A significant shareholder group, including a board member, has increased its stake, indicating continued confidence in the company.
• The successful shareholder approval and closing of a previously defined transaction suggest progress on strategic initiatives.
• The Reporting Persons express an intent to engage with the Board and management to increase shareholder value, potentially through strategic refinements and improvements to governance.

Future Outlook

The Reporting Persons acquired their shares for investment purposes and reserve the right to effect further changes in their beneficial ownership. They intend to continue engaging with the Issuer's Board of Directors, management, and other shareholders to explore strategies to significantly increase shareholder value, including potential improvements to the Board and management, refinements to the Issuer's strategy, and realizing value from non-strategic assets. They also reserve the right to act in concert with other shareholders.

Management Comments

• The Reporting Persons have been and may continue to be in contact with members of the Board of Directors, other significant shareholders and others regarding alternatives and strategies that the Issuer could employ to significantly increase shareholder value over time.

Industry Context

This filing is a standard beneficial ownership disclosure and does not provide specific industry context or trends for Lineage Cell Therapeutics, Inc. beyond its identity as a publicly traded company.

Legal Proceedings

• None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
• 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 that resulted in 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.

Related Party Transactions

• Certain 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.

Stakeholder Impact

• Shareholders: Potential for increased shareholder value through active engagement and strategic initiatives proposed by the Reporting Persons.
• Board of Directors and Management: Potential for collaboration or pressure from the Reporting Persons regarding strategic direction and operational improvements.

Next Steps

• Reporting Persons may effect further changes in the number of shares they beneficially own through open-market or privately negotiated transactions.
• Reporting Persons may continue to engage with the Issuer's Board of Directors, management, and other significant shareholders.
• Reporting Persons may recommend courses of action to shareholders, the Board, and/or management to increase shareholder value, including improvements to the Board and management, refinements to strategy, and realizing value from non-strategic assets.
• Reporting Persons reserve the right to act in concert with other shareholders for a common purpose.

Key Dates

Recommendation

Keywords

Lineage Cell Therapeutics, Broadwood Partners, Broadwood Capital, Neal C. Bradsher, Schedule 13D, Beneficial Ownership, Shareholder Activism, Investment, Corporate Governance, SEC Filing