SCHEDULE: Broadwood Stake in Lineage Cell Therapeutics Dips to 23.1%

Broadwood Partners and affiliates reported a decrease in their beneficial ownership of Lineage Cell Therapeutics common shares to 23.1% following the issuer's recent share sale.

Summary

• Broadwood Partners, Broadwood Capital, and Neal C. Bradsher (Reporting Persons) filed an Amendment No. 29 to Schedule 13D.
• The filing reports a decrease in their beneficial ownership percentage of Lineage Cell Therapeutics, Inc. common shares.
• This decrease resulted from the Issuer's sale of 12,000,000 shares to Janus Henderson Investors in a block transaction under its at-the-market (ATM) offering program, as detailed in the Issuer's Form 8-K filed on November 12, 2025.
• As of November 12, 2025, Neal C. Bradsher beneficially owns 57,848,357 shares, representing 23.1% of the outstanding common shares.
• Broadwood Partners and Broadwood Capital each beneficially own 57,455,729 shares, representing 23.0% of the outstanding common shares.
• The Reporting Persons acquired their shares for investment purposes.
• Neal C. Bradsher serves on the Issuer's Board of Directors and received some shares as compensation for his service.

Sentiment

Score: 5

Explanation: The filing is largely neutral, serving as a factual update on beneficial ownership percentages following the issuer's capital raise. While it notes a decrease in the reporting persons' stake (a slight negative for them), the capital raise itself could be seen as positive for the company. The activist language introduces a degree of uncertainty but is not inherently positive or negative without further context.

Positives

• The Issuer successfully completed a block transaction, selling 12,000,000 shares to Janus Henderson Investors, indicating market demand for its shares.
• The capital raise through the ATM program provides additional funding for the Issuer's operations and strategic initiatives.

Negatives

• The beneficial ownership percentage of the Reporting Persons has decreased due to the Issuer's share sale, resulting in dilution of their stake.

Risks

• The Reporting Persons reserve the right to engage with the Board and management to propose changes to the Issuer's strategy, management, and non-strategic assets, which could lead to potential disagreements or shifts in company direction.
• The Reporting Persons may act in concert with other shareholders, potentially forming an activist group to influence the Issuer's direction.

Future Outlook

The Reporting Persons reserve the right to engage with the Issuer's Board and management to explore strategies aimed at increasing shareholder value, including potential improvements to governance, strategic refinements, and realizing value from non-strategic assets. They may also adjust their holdings or act in concert with other shareholders in the future.

Management Comments

• The Reporting Persons acquired their Shares for investment.
• 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.
• 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.
• Among these alternatives are additional improvements to the Board of Directors and management, as well as refinements to the Issuer's strategy that may improve its business, accelerate its progress with respect to its major growth opportunities, and realize the value of its non-strategic assets.
• The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should they determine to do so, and/or to recommend courses of action to shareholders, the Board of Directors and/or the management of the Issuer.

Industry Context

This filing primarily reflects a change in a significant shareholder's reported ownership percentage due to the issuer's capital raising activities. While not directly addressing broader industry trends, the continued engagement of a major investor like Broadwood Partners in a biotechnology company like Lineage Cell Therapeutics highlights ongoing investor interest in the cell therapy sector and the potential for shareholder activism to drive strategic changes within the industry.

Related Party Transactions

• Neal C. Bradsher, as a member of the Issuer's Board of Directors, holds stock options granted as compensation for his service.
• These stock options vest on the earlier of July 1, 2026, or the date of the Issuer's next annual meeting of shareholders, subject to continuous service.

Stakeholder Impact

• Shareholders: Existing shareholders experienced dilution due to the Issuer's sale of 12,000,000 shares. The Reporting Persons' continued engagement and potential activist stance could lead to strategic shifts aimed at increasing shareholder value.
• Management/Board: The Reporting Persons' stated intent to suggest improvements to the Board and management, and refinements to strategy, indicates potential pressure or collaboration opportunities.

Next Steps

• The Reporting Persons may adjust their holdings of common shares through open-market or privately negotiated transactions.
• The Reporting Persons may continue to engage with the Issuer's Board of Directors and management regarding strategies to increase shareholder value.
• The Reporting Persons may propose improvements to the Board of Directors and management.
• The Reporting Persons may suggest refinements to the Issuer's strategy, including accelerating progress on growth opportunities and realizing value from non-strategic assets.
• The Reporting Persons reserve the right to act in concert with other shareholders for a common purpose.

Key Dates

Recommendation

This filing primarily provides an update on a significant shareholder's beneficial ownership percentage following the issuer's capital raise. While the capital raise itself is a positive for the company's funding, the dilution impacts existing shareholders. The activist language from Broadwood Partners suggests potential future strategic changes, which could be positive or negative depending on their execution and market reception. Without further operational or financial performance details, a 'hold' recommendation is appropriate, advising investors to monitor the company's strategic developments and the impact of Broadwood's engagement.

Keywords

Lineage Cell Therapeutics, Broadwood Partners, Schedule 13D, Beneficial Ownership, Shareholder Activism, Cell Therapy, Biotechnology, SEC Filing, ATM Offering, Capital Raise, Dilution