Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 05, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-12830 | |
Entity Registrant Name | Lineage Cell Therapeutics, Inc. | |
Entity Central Index Key | 0000876343 | |
Entity Tax Identification Number | 94-3127919 | |
Entity Incorporation, State or Country Code | CA | |
Entity Address, Address Line One | 2173 Salk Avenue, Suite 200 | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Carlsbad | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92008 | |
City Area Code | 442 | |
Local Phone Number | 287-8990 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | LCTX | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 149,981,347 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 12,676 | $ 9,497 | |
Marketable equity securities | 7,575 | 21,219 | |
Promissory note from Juvenescence (Note 5) | 24,372 | 23,616 | |
Trade accounts and grants receivable, net | 193 | 317 | |
Receivables from affiliates, net | 7 | 7 | |
Prepaid expenses and other current assets | 1,377 | 2,863 | |
Total current assets | 46,200 | 57,519 | |
NONCURRENT ASSETS | |||
Property and equipment, net (Notes 6 & 15) | 7,142 | 8,175 | |
Deposits and other long-term assets | 649 | 864 | |
Goodwill | [1] | 10,672 | 10,672 |
Intangible assets, net | 47,417 | 48,248 | |
TOTAL ASSETS | 112,080 | 125,478 | |
CURRENT LIABILITIES | |||
Accounts payable and accrued liabilities | 5,948 | 5,226 | |
Financing lease and right of use lease liabilities, current portion (Note 15) | 1,241 | 1,223 | |
Deferred revenues, current portion | 297 | 45 | |
Liability classified warrants, current portion | 33 | ||
Total current liabilities | 7,519 | 6,494 | |
LONG-TERM LIABILITIES | |||
Deferred tax liability | 3,315 | 3,315 | |
Deferred revenues | 200 | ||
Right-of-use lease liability, net of current portion (Note 15) | 3,276 | 3,868 | |
Financing lease, net of current portion | 62 | 77 | |
Liability classified warrants, net of current portion | 215 | 277 | |
TOTAL LIABILITIES | 14,387 | 14,231 | |
Commitments and contingencies (Note 15) | |||
SHAREHOLDERS’ EQUITY | |||
Preferred shares, no par value, authorized 2,000 shares; none issued and outstanding as of June 30, 2020 and December 31, 2019 | |||
Common shares, no par value, 250,000 shares authorized; 149,831 shares issued and outstanding as of June 30, 2020 and 149,804 shares issued and outstanding as of December 31, 2019 | 388,271 | 387,062 | |
Accumulated other comprehensive loss | (486) | (681) | |
Accumulated deficit | (288,343) | (273,422) | |
Lineage Cell Therapeutics, Inc. shareholders’ equity | 99,442 | 112,959 | |
Noncontrolling deficit | (1,749) | (1,712) | |
Total shareholders’ equity | 97,693 | 111,247 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 112,080 | $ 125,478 | |
[1] | Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed in the Asterias Merger (see Note 3). |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, no par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, no par value | $ 0 | $ 0 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 149,831,347 | 149,804,284 |
Common stock, shares outstanding | 149,831,347 | 149,804,284 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
REVENUES: | ||||
Grant revenue | $ 287 | $ 529 | $ 635 | $ 1,278 |
Royalties from product sales and license fees | 99 | 140 | 265 | 226 |
Sale of research products and services | 110 | 203 | ||
Total revenues | 386 | 779 | 900 | 1,707 |
Cost of sales | (75) | (107) | (169) | (175) |
Gross profit | 311 | 672 | 731 | 1,532 |
OPERATING EXPENSES: | ||||
Research and development | 2,805 | 5,235 | 6,144 | 10,196 |
General and administrative | 3,908 | 6,258 | 8,427 | 14,918 |
Total operating expenses | 6,713 | 11,493 | 14,571 | 25,114 |
Loss from operations | (6,402) | (10,821) | (13,840) | (23,582) |
OTHER INCOME/(EXPENSES): | ||||
Interest income, net | 380 | 437 | 785 | 879 |
Gain on sale of marketable securities | 2,470 | 3,728 | ||
Unrealized (loss) gain on marketable equity securities | (4,146) | (607) | (5,484) | 1,324 |
(Loss) gain on equity method investment in OncoCyte Corporation (“OncoCyte”) at fair value | (21,425) | 16,288 | ||
Gain on equity method investment in Asterias at fair value | 6,744 | |||
Unrealized (loss) gain on warrant liability | (6) | 234 | 29 | 271 |
Other income (expense), net | 1,174 | 882 | (176) | 1,688 |
Total other (expense) income, net | (128) | (20,479) | (1,118) | 27,194 |
(LOSS)/INCOME BEFORE INCOME TAXES | (6,530) | (31,300) | (14,958) | 3,612 |
Deferred income tax benefit | 1,248 | 5,632 | ||
NET (LOSS)/INCOME | (6,530) | (30,052) | (14,958) | 9,244 |
Net loss attributable to noncontrolling interest | 8 | 20 | 37 | 34 |
NET (LOSS)/INCOME ATTRIBUTABLE TO LINEAGE CELL THERAPEUTICS, INC. | $ (6,522) | $ (30,032) | $ (14,921) | $ 9,278 |
NET (LOSS)/INCOME PER COMMON SHARE: | ||||
BASIC | $ (0.04) | $ (0.20) | $ (0.10) | $ 0.07 |
DILUTED | $ (0.04) | $ (0.20) | $ (0.10) | $ 0.07 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: | ||||
BASIC | 149,821,000 | 149,582,000 | 149,814,000 | 141,270,000 |
DILUTED | 149,821,000 | 149,582,000 | 149,814,000 | 141,270,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive (Loss)/Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
NET (LOSS)/INCOME | $ (6,530) | $ (30,052) | $ (14,958) | $ 9,244 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustment, net of tax | (1,120) | (487) | 195 | (1,219) |
COMPREHENSIVE (LOSS)/INCOME | (7,650) | (30,539) | (14,763) | 8,025 |
Less: Comprehensive loss attributable to noncontrolling interest | 8 | 20 | 37 | 34 |
COMPREHENSIVE (LOSS)/INCOME ATTRIBUTABLE TO LINEAGE CELL THERAPEUTICS, INC. COMMON SHAREHOLDERS | $ (7,642) | $ (30,519) | $ (14,726) | $ 8,059 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income attributable to Lineage Cell Therapeutics, Inc. | $ (14,921) | $ 9,278 |
Net loss allocable to noncontrolling interest | (37) | (34) |
Adjustments to reconcile net (loss) income attributable to Lineage Cell Therapeutics, Inc. to net cash used in operating activities: | ||
Unrealized gain on equity method investment in OncoCyte at fair value | (16,288) | |
Unrealized gain on equity method investment in Asterias at fair value | (6,744) | |
Gain on sale of marketable securities | (3,728) | |
Unrealized loss (gain) on marketable equity securities | 5,484 | (1,324) |
Deferred income tax benefit | (5,632) | |
Depreciation expense, including amortization of leasehold improvements | 423 | 513 |
Amortization of right-of-use asset | 18 | 27 |
Amortization of intangible assets | 831 | 992 |
Stock-based compensation | 1,232 | 2,202 |
Change in unrealized gain on warrant liability | (29) | (271) |
Write-off of security deposit | 150 | |
Foreign currency remeasurement and other (gain) loss | 236 | (1,461) |
Changes in operating assets and liabilities: | ||
Accounts and grants receivable, net | 125 | (863) |
Accrued interest receivable | (756) | (756) |
Receivables from OncoCyte and AgeX, net of payables | 2,185 | |
Prepaid expenses and other current assets | 1,442 | (1) |
Accounts payable and accrued liabilities | 214 | (804) |
Deferred revenue and other liabilities | 51 | |
Net cash used in operating activities | (9,265) | (18,981) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from the sale of OncoCyte common shares | 10,941 | |
Proceeds from the sale of AgeX common shares | 985 | |
Cash and cash equivalents acquired in the Asterias Merger | 3,117 | |
Purchase of equipment and other assets | (16) | (364) |
Security deposit paid and other | 48 | (1) |
Net cash provided by investing activities | 11,958 | 2,752 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Common shares received and retired for employee taxes paid | (13) | (77) |
Reimbursement from landlord on tenant improvements | 744 | |
Repayment of financing lease liabilities | (17) | (14) |
Proceeds from Paycheck Protection Program (“PPP”) Loan (Note 8) | 523 | |
Proceeds from sale of subsidiary warrants | (40) | |
Repayment of principal portion of promissory notes | (70) | |
Net cash provided by financing activities | 493 | 543 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (38) | 83 |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 3,148 | (15,603) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||
At beginning of the period | 10,096 | 24,399 |
At end of the period | $ 13,244 | $ 8,796 |
Organization and Business Overv
Organization and Business Overview | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Overview | 1. Organization and Business Overview Lineage is a clinical-stage biotechnology company developing novel cell therapies for unmet medical needs. Lineage’s focus is to develop therapies for degenerative retinal diseases, neurological conditions associated with demyelination, and aiding the body in detecting and combating cancer. Lineage’s programs are based on its proprietary cell-based therapy platform and associated development and manufacturing capabilities. From this platform Lineage develops and manufactures specialized, terminally-differentiated human cells from its pluripotent and progenitor cell starting materials. These differentiated cells are developed either to replace or support cells that are dysfunctional or absent due to degenerative disease or traumatic injury, or administered as a means of helping the body mount an effective immune response to cancer. Lineage has three ● OpRegen ® ● OPC1 ● VAC2 Lineage also is currently working to identify a commercialization partner for Renevia®, its proprietary three-dimensional scaffold designed to support adipose tissue transplants that was granted a Conformité Européenne (“CE”) Mark in September 2019. Asterias Merger On November 7, 2018, Lineage, Asterias and Patrick Merger Sub, Inc., a wholly owned subsidiary of Lineage, entered into an Agreement and Plan of Merger (the “Merger Agreement”) whereby Lineage agreed to acquire all of the outstanding common stock of Asterias in a stock-for-stock transaction (the “Asterias Merger”). On March 7, 2019, the shareholders of each of Lineage and Asterias approved the Merger Agreement. Prior to the Asterias Merger, Lineage owned approximately 38 On March 8, 2019, the Asterias Merger closed with Asterias surviving as a wholly owned subsidiary of Lineage. The former stockholders of Asterias (other than Lineage) received 0.71 24,695,898 58,085 32.4 The Asterias Merger has been accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations See Note 3 for a full discussion of the Asterias Merger. Investment in OncoCyte Lineage has significant equity holdings in OncoCyte Corporation (“OncoCyte”), a publicly traded company (NYSE American: OCX), which Lineage founded and, in the past, was a majority-owned consolidated subsidiary until February 17, 2017, when Lineage deconsolidated OncoCyte’s financial statements. OncoCyte is developing confirmatory diagnostic tests for lung cancer utilizing novel liquid biopsy technology. As of June 30, 2020, Lineage owned approximately 3.6 5.4 |
Basis of Presentation, Liquidit
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies | 2. Basis of Presentation, Liquidity and Summary of Significant Accounting Policies The unaudited condensed consolidated interim financial statements presented herein, and discussed below, have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. In accordance with those rules and regulations certain information and footnote disclosures normally included in comprehensive consolidated financial statements have been condensed or omitted. The condensed consolidated balance sheet as of December 31, 2019 was derived from the audited consolidated financial statements at that date, but does not include all the information and footnotes required by GAAP. These condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Lineage’s Annual Report on Form 10-K for the year ended December 31, 2019. The accompanying condensed consolidated interim financial statements, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of Lineage’s financial condition and results of operations. The condensed consolidated results of operations are not necessarily indicative of the results to be expected for any other interim period or for the entire year. Principles of consolidation Lineage’s condensed consolidated interim financial statements include the accounts of its subsidiaries. The following table reflects Lineage’s ownership, directly or through one or more subsidiaries, of the outstanding shares of its operating subsidiaries as of June 30, 2020. Schedule of Lineage's Ownership of Outstanding Shares of its Subsidiaries Subsidiary Field of Business Lineage Ownership Country Asterias Biotherapeutics, Inc. Cell therapy clinical development programs in spinal cord injury and oncology 100% USA Cell Cure Neurosciences Ltd. (“Cell Cure”) Products to treat age-related macular degeneration 99 % (1) Israel ES Cell International Pte. Ltd. (“ESI”) Stem cell products for research, including clinical grade cell lines produced under cGMP 100% Singapore OrthoCyte Corporation Developing bone grafting products for orthopedic diseases and injuries 99.8% USA (1) Includes shares owned by Lineage and ESI. All material intercompany accounts and transactions have been eliminated in consolidation. As of June 30, 2020, Lineage consolidated its direct and indirect wholly owned or majority-owned subsidiaries because Lineage has the ability to control their operating and financial decisions and policies through its ownership, and the noncontrolling interest is reflected as a separate element of shareholders’ equity on Lineage’s consolidated balance sheets. Liquidity Since inception, Lineage has incurred significant operating losses and has funded its operations primarily through sale of common stock of AgeX Therapeutics, Inc. (“AgeX”) and OncoCyte, both former subsidiaries, sale of common stock of Hadasit Bio-Holdings (“HBL”), receipt of research grants, royalties from product sales, license revenues, sales of research products and issuance of equity securities. On May 1, 2020, Lineage entered into a Controlled Equity Offering SM 25.0 At June 30, 2020, Lineage had an accumulated deficit of approximately $ 288.3 million, working capital of $ 38.7 million and shareholders’ equity of $ 97.7 million. Lineage has evaluated its projected cash flows and believes that its $ 20.3 million of cash, cash equivalents and marketable equity securities and its access to additional capital through the Sales Agreement at June 30, 2020, are sufficient to fund Lineage’s planned operations for at least the next twelve months from the issuance date of the condensed consolidated financial statements included herein. If Lineage needs near term working capital or liquidity to supplement its cash and cash equivalents for its operations, Lineage may sell some, or all, of its marketable equity securities, as necessary. If the promissory note issued by Juvenescence in favor of Lineage discussed in Note 5 is converted into equity securities of Juvenescence prior to its maturity date, the Juvenescence equity securities may be marketable securities that Lineage may use to supplement its liquidity, as needed. If such promissory note is not converted, it is payable in cash, plus accrued interest, at maturity on August 30, 2020. The value of the promissory note is $ 24.4 On March 8, 2019, with the consummation of the Asterias Merger, Asterias became Lineage’s wholly owned subsidiary. Lineage began consolidating Asterias’ operations and results with its operations and results beginning on March 8, 2019 (see Note 3). As Lineage integrates Asterias’ operations into its own, Lineage has made extensive reductions in headcount and reduced non-clinical related spend, in each case, as compared to Asterias’ operations before the Asterias Merger. Lineage’s projected cash flows are subject to various risks and uncertainties, and the unavailability or inadequacy of financing to meet future capital needs could force Lineage to modify, curtail, delay, or suspend some or all aspects of its planned operations. Lineage’s determination as to when it will seek new financing and the amount of financing that it will need will be based on Lineage’s evaluation of the progress it makes in its research and development programs, any changes to the scope and focus of those programs, any changes in grant funding for certain of those programs, and projection of future costs, revenues, and rates of expenditure. Lineage’s ability to raise additional funds may be adversely impacted by deteriorating global economic conditions and the disruptions to and volatility in the credit and financial markets in the United States and worldwide resulting from the ongoing COVID-19 pandemic. Lineage may be required to delay, postpone, or cancel clinical trials or limit the number of clinical trial sites, unless it is able to obtain adequate financing. In addition, Lineage has incurred and expects to continue incurring significant costs in connection with the acquisition of Asterias and with integrating its operations. Lineage may incur additional costs to maintain employee morale and to retain key employees. Lineage cannot assure that adequate financing will be available on favorable terms, if at all. Sales of additional equity securities by Lineage or its subsidiaries and affiliates could result in the dilution of the interests of current shareholders. Business Combinations Lineage accounts for business combinations, such as the Asterias Merger completed in March 2019, in accordance with ASC Topic 805, which requires the purchase price to be measured at fair value. When the purchase consideration consists entirely of Lineage common shares, Lineage calculates the purchase price by determining the fair value, as of the acquisition date, of shares issued in connection with the closing of the acquisition. Lineage recognizes estimated fair values of the tangible assets and intangible assets acquired, including in-process research and development (“IPR&D”), and liabilities assumed as of the acquisition date, and records as goodwill any amount of the fair value of the tangible and intangible assets acquired and liabilities assumed in excess of the purchase price. Marketable Equity Securities Lineage accounts for the shares it holds in OncoCyte, AgeX and HBL as marketable equity securities in accordance with ASC 320-10-25, Investments – Debt and Equity Securities Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, . The OncoCyte and AgeX shares have readily determinable fair values quoted on the NYSE American under trading symbols “OCX” and “AGE”. The HBL shares have a readily determinable fair value quoted on the Tel Aviv Stock Exchange (“TASE”) under trading symbol “HDST” where share prices are denominated in New Israeli Shekels (NIS). Prior to September 11, 2019, Lineage accounted for its OncoCyte shares held at fair value, using the equity method of accounting. On September 11, 2019, Lineage’s ownership percentage decreased from 24 16 4.0 Revenue Recognition During the first quarter of 2018, Lineage adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) ASU 2014-09, Revenues from Contracts with Customers (Topic 606) Lineage recognizes revenue in a manner that depicts the transfer of control of a product or a service to a customer and reflects the amount of the consideration it is entitled to receive in exchange for such product or service. In doing so, Lineage follows a five-step approach: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations; and (v) recognize revenue when (or as) the customer obtains control of the product or service. Lineage considers the terms of a contract and all relevant facts and circumstances when applying the revenue recognition standard. Lineage applies the revenue recognition standard, including the use of any practical expedients, consistently to contracts with similar characteristics and in similar circumstances. Lineage’s largest source of revenue is currently related to government grants. In applying the provisions of ASU 2014-09, Lineage has determined that government grants are out of the scope of ASU 2014-09 because the government entities do not meet the definition of a “customer”, as defined by ASU 2014-09, as there is not considered to be a transfer of control of good or services to the government entities funding the grant. Lineage has, and will continue to, account for grants received to perform research and development services in accordance with ASC 730-20, Research and Development Arrangements Deferred grant revenues represent grant funds received from the governmental funding agencies for which the allowable expenses have not yet been incurred as of the balance sheet date reported. As of June 30, 2020, deferred grant revenue was $ 97 ,000. Basic and diluted net income (loss) per share attributable to common shareholders Basic earnings per share is calculated by dividing net income or loss attributable to Lineage common shareholders by the weighted average number of common shares outstanding, net of unvested restricted stock or restricted stock units, subject to repurchase by Lineage, if any, during the period. Diluted earnings per share is calculated by dividing the net income or loss attributable to Lineage common shareholders by the weighted average number of common shares outstanding, adjusted for the effects of potentially dilutive common shares issuable under outstanding stock options and warrants, using the treasury-stock method, convertible preferred stock, if any, using the if-converted method, and treasury stock held by subsidiaries, if any. For the three and six months ended June 30, 2020 and for the three months ended June 30, 2019, Lineage reported a net loss attributable to common shareholders, and therefore, all potentially dilutive common shares were considered antidilutive for that period. For the six months ended June 30, 2019, Lineage reported net income attributable to common shareholders, and therefore, performed an analysis of common share equivalents to determine their impact on diluted net income, and determined that none of the common share equivalents were dilutive. The following weighted average common share equivalents were excluded from the computation of diluted net income (loss) per common share for the periods presented because including them would have been antidilutive (in thousands): Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Stock options 17,692 15,374 16,054 15,103 Lineage Warrants (1) (Note 3) 1,090 1,296 1,090 917 Restricted stock units 139 271 150 275 (1) Although the Lineage Warrants are classified as liabilities, these warrants are considered for dilutive earnings per share calculations in accordance with ASC 260, Earnings Per Share Restricted Cash In accordance with ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheet dates that comprise the total of the same such amounts shown in the condensed consolidated statements of cash flows for all periods presented herein (in thousands): Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash June 30, 2020 December 31, 2019 (unaudited) Cash and cash equivalents $ 12,676 $ 9,497 Restricted cash included in deposits and other long-term assets (see Note 15) 568 599 Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 13,244 $ 10,096 Lease accounting and impact of adoption of the new lease standard On January 1, 2019, Lineage adopted ASU 2016-02, Leases Codification Improvements to Topic 842, Leases Leases (Topic 842): Targeted improvements, Lineage management determines if an arrangement is a lease at inception. Leases are classified as either financing or operating, with classification affecting the pattern of expense recognition in the consolidated statements of operations. When determining whether a lease is a finance lease or an operating lease, ASC 842 does not specifically define criteria to determine “major part of remaining economic life of the underlying asset” and “substantially all of the fair value of the underlying asset.” For lease classification determination, Lineage continues to use (i) greater to or equal to 75% to determine whether the lease term is a major part of the remaining economic life of the underlying asset and (ii) greater to or equal to 90% to determine whether the present value of the sum of lease payments is substantially all of the fair value of the underlying asset ROU assets represent Lineage’s right to use an underlying asset during the lease term and lease liabilities represent Lineage’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of Lineage’s leases do not provide an implicit rate, Lineage uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lineage uses the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lineage’s lease terms may include options to extend or terminate the lease when it is reasonably certain that Lineage will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Operating leases are included as right-of-use assets in property and equipment (see Note 6), and ROU lease liabilities, current and long-term, in the condensed consolidated balance sheets. Financing leases are included in property and equipment, and in financing lease liabilities, current and long-term, in Lineage’s condensed consolidated balance sheets. In connection with the adoption on ASC 842 on January 1, 2019, Lineage derecognized net book value of leasehold improvements and corresponding lease liabilities of $ 1.9 2.0 0.1 The adoption of ASC 842 had a material impact in Lineage’s consolidated balance sheets, with the most significant impact resulting from the recognition of ROU assets and lease liabilities for operating leases with remaining terms greater than twelve months on the adoption date. Lineage’s accounting for financing leases (previously referred to as “capital leases”) remained substantially unchanged (see Note 15). Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement Recently Issued Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Asterias Merger
Asterias Merger | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Asterias Merger | 3. Asterias Merger On March 8, 2019, the Asterias Merger closed with Asterias surviving as a wholly owned subsidiary of Lineage. The former stockholders of Asterias (other than Lineage) received 0.71 24,695,898 58,085 32.4 In connection with the closing of the Asterias Merger, Lineage assumed outstanding warrants to purchase shares of Asterias common stock, as further discussed below and in Note 11, and assumed sponsorship of the Asterias 2013 Equity Incentive Plan (see Note 12). All stock options to purchase shares of Asterias common stock outstanding immediately prior to the closing of the Asterias Merger were cancelled at the closing for no consideration. As of March 8, 2019, the assets and liabilities of Asterias have been included in the condensed consolidated balance sheet of Lineage. The results of operations of Asterias from March 8, 2019 through December 31, 2019 have been included in the condensed consolidated statement of operations of Lineage for the year ended December 31, 2019, as well as for the three and six months ended June 30, 2020. Calculation of the purchase price The calculation of the purchase price for the Asterias Merger and the Merger Consideration transferred on March 8, 2019 was as follows (in thousands, except for share and per share amounts): Schedule of Merger Consideration Transferred Lineage Shareholders Total Outstanding Asterias common stock as of March 8, 2019 21,747,569 34,783,333 (1) 56,530,902 (1) Exchange ratio 0.710 0.710 0.710 Lineage common shares issuable 15,440,774 (2) 24,695,898 (3) 40,136,672 Per share price of Lineage common shares as of March 8, 2019 $ 1.31 $ 1.31 $ 1.31 Purchase price (in $000s) $ 20,227 (2) $ 32,353 $ 52,580 (1) Includes 81,810 58,085 (2) Estimated fair value for Lineage’s previously held 38 (3) Net of a de minimis number of fractional shares which were paid in cash. Purchase price allocation Lineage allocated the acquisition consideration to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The fair value of the acquired tangible and identifiable intangible assets were determined based on inputs that are unobservable and significant to the overall fair value measurement. It is also based on estimates and assumptions made by management at the time of the acquisition. As such, this was classified as Level 3 fair value hierarchy measurements and disclosures. The allocation of the purchase price in the table below is based on our estimates of the fair values of tangible and intangible assets acquired, including IPR&D, and liabilities assumed as of the acquisition date, with the excess recorded as goodwill (in thousands). As of December 31, 2019, Lineage had finalized its purchase price allocation. Schedule of Identifiable Tangible and Intangible Assets Acquired and Liabilities Assumed Assets acquired: Cash and cash equivalents $ 3,117 Prepaid expenses and other assets, current and noncurrent 660 Machinery and equipment 308 Long-lived intangible assets - royalty contracts 650 Acquired in-process research and development (“IPR&D”) 46,540 Total assets acquired 51,275 Liabilities assumed: Accrued liabilities and accounts payable 982 Liability classified warrants 867 Deferred license revenue 200 Long-term deferred income tax liability 10,753 Total liabilities assumed 12,802 Net assets acquired, excluding goodwill (a) 38,473 Fair value of Lineage common shares held by Asterias (b) 3,435 Total purchase price (c) 52,580 Estimated goodwill (c-a-b) $ 10,672 The valuation of identifiable intangible assets and their estimated useful lives are as follows (in thousands, except for useful life): Schedule of Valuation of Identifiable Intangible Assets and Their Estimated Useful Lives Asset Useful Life (Years) (in thousands, except for useful life) In process research and development (“IPR&D”) $ 46,540 n/a Royalty contracts 650 5 $ 47,190 The following is a discussion of the valuation methods used to determine the fair value of Asterias’ significant assets and liabilities in connection with the Asterias Merger: IPR&D and Deferred Income Tax Liability 31.7 14.8 Lineage determined that the estimated aggregate fair value of the AST-Clinical programs was $ 46.5 To calculate fair value of the AST-Clinical programs under the discounted cash flow method, Lineage used probability-weighted, projected cash flows discounted at a rate considered appropriate given the significant inherent risks associated with cell therapy development by clinical-stage companies. Cash flows were calculated based on estimated projections of revenues and expenses related to each respective program. Cash flows were assumed to extend through a seven-year market exclusivity period for the OPC1 program from the date of market launch. Revenues from commercialization of the AST-Clinical Programs were based on estimated market potential for the indication of each program. The resultant cash flows were then discounted to present value using a weighted-average cost of capital for companies with profiles substantially similar to that of Lineage, which Lineage believes represents the rate that market participants would use to value the assets. Lineage compensated for the phase of development of the program by applying a probability factor to its estimation of the expected future cash flows. The projected cash flows were based on significant assumptions, including the indications in which Lineage will pursue development of the AST-Clinical programs, the time and resources needed to complete the development and regulatory approval, estimates of revenue and operating profit related to the program considering its stage of development, the life of the potential commercialized product, market penetration and competition, and risks associated with achieving commercialization, including delay or failure to obtain regulatory approvals to conduct clinical studies, failure of clinical studies, delay or failure to obtain required market clearances, and intellectual property litigation. These IPR&D assets are indefinite-lived intangible assets until the completion or abandonment of the associated research and development (“R&D”) efforts. Once the R&D efforts are completed or abandoned, the IPR&D will either be amortized over the asset life as a finite-lived intangible asset or be impaired, respectively, in accordance with ASC 350, Intangibles - Goodwill and Other Because the IPR&D (prior to completion or abandonment of the R&D) is considered an indefinite-lived asset for accounting purposes, the fair value of the IPR&D on the acquisition date creates a deferred income tax liability (“DTL”) in accordance with ASC 740, Income Taxes Royalty contracts five years . The discounted cash flow method estimated the amount of net royalty income that can be expected under the contracts in future years. The amounts were based on observed historical trends in the growth of these revenue streams, and were estimated to terminate in approximately five years, when the key patents under these contracts will begin to expire. The resulting cash flows were discounted to the valuation date based on a rate of return that recognizes a lower level of risk associated with these assets as compared to the AST-Clinical programs discussed above. Deferred license revenue - 1.0 For business combination purposes under ASC 805, the fair value of this performance obligation to Lineage, from a market participant perspective, is the estimated costs Lineage may incur, plus a normal profit margin for the level of effort required to perform under the contract after the acquisition date, assuming Novo Nordisk exercised its option, including, but not limited to, negotiation costs, legal fees, arbitration, if any, and other related costs. Management has estimated those costs, plus a normal profit margin, to be approximately $ 200 Liability classified warrants - 2,959,559 4.37 five years May 13, 2021 2,813,159 The fair value of the Asterias Warrants was determined by using Black-Scholes option pricing models which take into consideration the probability of the Fundamental Transaction, which for purposes of the above valuation was assumed to be at 100 % and net cash settlement occurring, using the contractual remaining term of the warrants. In applying these models, these inputs included key assumptions including the per share closing price of Lineage common shares on March 8, 2019, volatility computed in accordance with the provisions of the Warrant Agreement and, to a large extent, assumptions based on discussions with a majority of the holders of the Asterias Warrants since the closing of the Asterias Merger to settle the Asterias Warrants in cash or in common shares of Lineage. Based on such discussions, Lineage believes the fair value of the Asterias Warrants as of the closing of the Asterias Merger is not subject to change significantly, however, to the extent any Asterias Warrants that were not settled in cash or in Lineage common shares discussed below, were automatically converted to Lineage warrants 30 days after the closing of the Asterias Merger. In April 2019, Asterias Warrants representing approximately $ 372 ,000 in fair value were settled: $ 332 ,000 in fair value was settled in exchange for 251,835 common shares of Lineage, and $ 40 ,000 in fair value was settled in exchange for cash. The Asterias Warrants settled in exchange for common shares of Lineage were held by Broadwood Partners, L.P., an Asterias and Lineage shareholder. The Asterias Warrants settled in exchange for cash were held by other parties. The remaining Asterias Warrants (representing approximately $ 495 ,000 in fair value as of March 31, 2019) were converted into warrants to purchase common shares of Lineage using the Merger Exchange Ratio (the “Lineage Warrants”). As of June 30, 2020, the total number of common shares of Lineage subject to warrants that were assumed by Lineage in connection with the Asterias Merger was 1,089,900 6.15 May 13, 2021 Fair value of Lineage common shares held by Asterias 2,621,811 1.31 Goodwill - Depending on the structure of a particular acquisition, goodwill and identifiable intangible assets may not be deductible for tax purposes. Goodwill recorded in the Asterias Merger is not expected to be deductible for tax purposes (see Note 13). Acquisition related costs recorded in general and administrative expenses were $ 0.2 0.9 0.7 4.4 Prior to the Asterias Merger being consummated in March 2019, Lineage elected to account for its 21.7 The fair value of the Asterias shares was approximately $20.2 million as of March 8, 2019, the closing date of the Asterias Merger, based on $0.93 per share, which was calculated by multiplying: (a) $1.31, the closing price of Lineage common shares on such date; by (b) the Merger Exchange Ratio. 13.5 0.62 6.7 Asterias Merger Related Litigation - |
Accounting for Common Stock of
Accounting for Common Stock of OncoCyte, at Fair Value | 6 Months Ended |
Jun. 30, 2020 | |
Accounting For Common Stock Of Oncocyte At Fair Value | |
Accounting for Common Stock of OncoCyte, at Fair Value | 4. Accounting for Common Stock of OncoCyte, at Fair Value Prior to September 11, 2019, Lineage elected to account for its shares of OncoCyte common stock at fair value using the equity method of accounting. Lineage sold 2.25 4.2 28 24 4.0 6.5 16 In the six months ended June 30, 2020, Lineage sold approximately 4.8 10.9 5.4 As of June 30, 2020, Lineage owned 3.6 6.9 1.91 8.4 19.0 2.25 For the three months ended June 30, 2020, Lineage recorded a realized gain of $ 2.1 4.0 2.2 1.8 2.45 1.91 21.4 3.95 2.49 For the six months ended June 30, 2020, Lineage recorded a realized gain of $ 3.1 4.2 3.7 0.5 2.25 1.91 16.3 1.38 All share prices are determined based on the closing price of OncoCyte common stock on the NYSE American on the applicable dates, or the last day of trading of the applicable quarter, if the last day of a quarter fell on a weekend. |
Sale of Significant Ownership I
Sale of Significant Ownership Interest in AgeX to Juvenescence Limited | 6 Months Ended |
Jun. 30, 2020 | |
Sale Of Significant Ownership Interest In Agex To Juvenescence Limited | |
Sale of Significant Ownership Interest in AgeX to Juvenescence Limited | 5. Sale of Significant Ownership Interest in AgeX to Juvenescence Limited On August 30, 2018, Lineage entered into a Stock Purchase Agreement with Juvenescence Limited and AgeX, pursuant to which Lineage sold 14.4 3.00 43.2 10.8 21.6 10.8 4.3 The Promissory Note bears interest at 7 August 30, 2020 15.60 50.0 For the three and six months ended June 30, 2020, Lineage recognized $ 378 756 24.4 Shared Services In connection with the Juvenescence Transaction, the termination provision of the Shared Facilities Agreement (see Note 10) entitling AgeX or Lineage to terminate the agreement upon six months advance written notice was amended. Pursuant to the amendment, each party retained the right to terminate the Shared Facilities Agreement at any time by giving the other party six months advance written notice, provided that Lineage could not do so prior to September 1, 2020. Shared services with AgeX were terminated on July 31, 2019 with respect to the use of Lineage’s office and laboratory facilities and September 30, 2019 with respect to all other remaining shared services. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net At June 30, 2020 and December 31, 2019, property and equipment was comprised of the following (in thousands): Schedule of Property and Equipment, Net June 30, December 31, (unaudited) Equipment, furniture and fixtures $ 4,128 $ 4,148 Leasehold improvements 2,841 2,862 Right-of-use assets (1) 5,780 5,756 Accumulated depreciation and amortization (5,607) (4,591) Property and equipment, net $ 7,142 $ 8,175 (1) Lineage adopted ASC 842 on January 1, 2019. For additional information on this standard and right-of-use assets and liabilities (see Notes 2 and 15). Property and equipment at both June 30, 2020 and December 31, 2019 includes $ 96 ,000 in financing leases. Depreciation and amortization expense amounted to $ 210 ,000 and $ 244 ,000 for the three months ended June 30, 2020 and 2019, and $ 423 ,000 and $ 513 ,000 for the six months ended June 30, 2020 and 2019, respectively. During the three and six months ended June 30, 2020, Lineage sold equipment with a net book value of $ 13 ,000 and recognized a loss of $ 2 ,000. Additionally, Lineage sold non-capitalized assets for a gain of $ 46 ,000. Both the gain and loss are included in research and development expenses on the statement of operations. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 7. Goodwill and Intangible Assets, Net At June 30, 2020 and December 31, 2019, goodwill and intangible assets, net consisted of the following (in thousands): Schedule of Goodwill and Intangible Assets, Net June 30, December 31, (unaudited) Goodwill (1) $ 10,672 $ 10,672 Intangible assets: Acquired IPR&D - OPC1 (from the Asterias Merger) (2) $ 31,700 $ 31,700 Acquired IPR&D - VAC2 (from the Asterias Merger) (2) 14,840 14,840 Intangible assets subject to amortization: Acquired patents 18,953 18,953 Acquired royalty contracts (2) 650 650 Total intangible assets 66,143 66,143 Accumulated amortization (18,726) (17,895) Intangible assets, net $ 47,417 $ 48,248 (1) Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed in the Asterias Merger (see Note 3). (2) See Note 3 for information on the Asterias Merger which was consummated on March 8, 2019. Amortization recognized in research and development expenses was $ 0.3 0.5 0.8 0.9 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 8. Accounts Payable and Accrued Liabilities At June 30, 2020 and December 31, 2019, accounts payable and accrued liabilities consisted of the following (in thousands): Schedule of Accounts Payable and Accrued Liabilities June 30, December 31, (unaudited) Accounts payable $ 3,424 $ 2,427 Accrued compensation 1,177 1,549 Accrued liabilities 763 1,246 PPP loan payable 523 - Other current liabilities 61 4 Total $ 5,948 $ 5,226 PPP Loan Payable In April 2020, Lineage received a loan for $ 523 40 2019 Separation Payments In connection with the Asterias Merger, several Asterias employees were terminated as of the Asterias Merger date. Three of these employees had employment agreements with Asterias which entitled them to change in control and separation payments in the aggregate of $ 2.0 2.0 Additionally, Lineage entered into a plan of termination with substantially all other previous employees of Asterias with potential separation payments in the aggregate of $ 0.5 Termination dates for these individuals ranged from May 31, 2019 to June 28, 2019 Exit or Disposal Cost Obligations In connection with the relocation of Lineage’s corporate headquarters to Carlsbad, California, discussed in Note 15, Lineage entered into a plan of termination with certain Lineage employees with potential separation payments in the aggregate of $ 0.7 Termination dates for these individuals range from August 9, 2019 to September 30, 2019. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value (ASC 820-10-50), Fair Value Measurements and Disclosures ● Level 1 – Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Inputs to the valuation methodology are unobservable; that reflect management’s own assumptions about the assumptions market participants would make and significant to the fair value. We measure cash, cash equivalents, marketable securities and our liability classified warrants at fair value on a recurring basis. The fair values of such assets were as follows for June 30, 2020 and December 31, 2019 (in thousands): Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis Fair Value Measurements Using Balance at June 30, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and cash equivalents $ 12,676 $ 12,676 $ - $ - Marketable securities 7,575 7,575 - - Liabilities: Lineage Warrants 15 - - 15 Cell Cure Warrants 233 - - 233 Fair Value Measurements Using Balance at December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and cash equivalents $ 9,497 $ 9,497 $ - $ - Marketable securities 21,219 21,219 - - Liabilities: Lineage Warrants 20 - - 20 Cell Cure Warrants 257 - - 257 We have not transferred any instruments between the three levels of the fair value hierarchy. In determining fair value, Lineage utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, and also considers counterparty credit risk in its assessment of fair value. Marketable securities include our positions in OncoCyte, AgeX and HBL. All of these securities have readily determinable fair values quoted on the NYSE American or TASE stock exchanges. These securities are measured at fair value and reported as current assets on the consolidated balance sheets based on the closing trading price of the security as of the date being presented. The fair value of the Lineage Warrants is determined by using Black-Scholes option pricing models which take into consideration the probability of a fundamental transaction, as defined in the warrant agreement, the exercise price of the warrants and the contractual remaining term of the warrants. The Lineage Warrants have an expiration date of May 13, 2021. The Lineage Warrants are included in current liabilities on the condensed consolidated balance sheets. Changes in the fair value of the Lineage Warrants at each reporting period are included in the condensed consolidated statements of operations under unrealized gain/(loss) on warrant liability. For the three and six months ended June 30, 2020, Lineage recognized an unrealized loss of $ 3 ,000 and an unrealized gain of $ 4 ,000 on the Lineage Warrants, respectively, which was primarily related to the reduction in the remaining life of the warrants. The fair value of the Cell Cure Warrants (defined below) is determined by using Black-Scholes option pricing models which take into consideration the fair value of the Cell Cure ordinary shares, adjusted for lack of marketability, as appropriate, the contractual remaining term of the warrants and the expected stock price volatility over the term. The Cell Cure Warrants are included in current (portion with terms expiring within the next twelve months) and long-term liabilities on the condensed consolidated balance sheets. Changes in the fair value of the Cell Cure Warrants at each reporting period are included in the condensed consolidated statements of operations under unrealized gain/(loss) on warrant liability. For the three and six months ended June 30, 2020, Lineage recognized an unrealized loss of $ 2 ,000 and an unrealized gain of $ 25 ,000 on the Cell Cure Warrants, respectively, primarily related to the reduction in the remaining life of the warrants. The fair value of Lineage’s assets and liabilities, which qualify as financial instruments under FASB guidance regarding disclosures about fair value of financial instruments, approximate the carrying amounts presented in the accompanying consolidated balance sheets. The carrying amounts of accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities approximate fair values because of the short-term nature of these items. |
Related Party Transaction
Related Party Transaction | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | 10. Related Party Transaction Shared Facilities and Service Agreements with Affiliates Under the terms of Shared Facilities Agreements, Lineage allowed OncoCyte and AgeX to use Lineage’s premises and equipment located at Lineage’s headquarters in Alameda, California for the purpose of conducting business. Lineage also provided accounting, billing, bookkeeping, payroll, treasury, payment of accounts payable, and other similar administrative services to OncoCyte and AgeX. The Shared Facilities Agreements also allowed Lineage to provide the services of attorneys, accountants, and other professionals who may provide professional services to Lineage. Lineage also provided OncoCyte and AgeX with the services of laboratory and research personnel, including Lineage employees and contractors, for the performance of research and development work for OncoCyte and AgeX at the premises. Shared services with AgeX were terminated on July 31, 2019 with respect to the use of Lineage’s office and laboratory facilities and September 30, 2019 with respect to all other remaining shared services. Shared services with OncoCyte were terminated on September 30, 2019, and December 31, 2019 with respect to all other remaining shared services. Lineage charged OncoCyte and AgeX a “Use Fee” for services provided and for use of Lineage facilities, equipment, and supplies. For each billing period, Lineage prorated and allocated to OncoCyte and AgeX costs incurred, including costs for services of Lineage employees and use of equipment, insurance, leased space, professional services, software licenses, supplies and utilities. The allocation of costs depended on key cost drivers, including actual documented use, square footage of facilities used, time spent, costs incurred by Lineage for OncoCyte and AgeX, or upon proportionate usage by Lineage, OncoCyte and AgeX, as reasonably estimated by Lineage. Lineage, at its discretion, had the right to charge OncoCyte and AgeX a 5 The Use Fee was determined and invoiced to OncoCyte and AgeX on a regular basis, generally monthly or quarterly. Each invoice was payable in full within 30 15 In addition to the Use Fee, OncoCyte and AgeX reimbursed Lineage for any out of pocket costs incurred by Lineage for the purchase of office supplies, laboratory supplies, and other goods and materials and services for the account or use of OncoCyte or AgeX. Lineage was not obligated to purchase or acquire any office supplies or other goods and materials or any services for OncoCyte or AgeX, and if any such supplies, goods, materials or services were obtained, Lineage could arrange for the suppliers to invoice OncoCyte or AgeX directly. The Use Fees charged to OncoCyte and AgeX were not reflected in revenues, but instead Lineage’s general and administrative expenses and research and development expenses were shown net of those charges in the condensed consolidated statements of operations. For the three months ended June 30, 2019, Lineage charged Use Fees of $ 670,000 to OncoCyte and AgeX; $ 179,000 was offset against general and administrative expenses and $ 491,000 was offset against research and development expenses. For the six months ended June 30, 2019, Lineage charged Use Fees of $ 1,395,000 to OncoCyte and AgeX; $ 411,000 was offset against general and administrative expenses and $ 984,000 was offset against research and development expenses. Even though shared services have been terminated, there are still a small number of vendors that are paid by Lineage on behalf of AgeX or OncoCyte. These are typically repaid on a quarterly basis. As of June 30, 2020, receivables for these items total $ 7,000 Other related party transactions Lineage currently pays $ 5,050 900 March 2021 In April 2019, Lineage issued 251,835 In connection with the putative shareholder class action lawsuits filed in February 2019 and October 2019 challenging the Asterias Merger (see Note 15), Lineage has agreed to pay for the legal defense of Neal Bradsher, director, and Broadwood Partners, L.P., a shareholder of Lineage, and Broadwood Capital, Inc., which manages Broadwood Partners, L.P., all of which were named in the lawsuits. Through June 30, 2020, Lineage has incurred a total of $ 350,000 As part of financing transactions in which there were multiple other purchasers, Broadwood Partners, L.P. purchased 1,000,000 2,000,000 623,090 |
Shareholders_ Equity
Shareholders’ Equity | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Shareholders’ Equity | 11. Shareholders’ Equity Preferred Shares Lineage is authorized to issue 2,000,000 no Common Shares At June 30, 2020, Lineage was authorized to issue 250,000,000 no 149,831,347 149,804,284 At-The-Market Offering On May 1, 2020, Lineage entered into the Sales Agreement, pursuant to which Lineage may offer and sell, from time to time, through Cantor Fitzgerald, common shares of Lineage having an aggregate offering price of up to $ 25,000,000 no Lineage agreed to pay Cantor Fitzgerald a commission of 3.0 Reconciliation of Changes in Shareholders’ Equity The following tables document the changes in shareholders’ equity for the three and six months ended June 30, 2020 and 2019 (unaudited and in thousands): Schedule of Shareholders' Equity Preferred Shares Number Preferred Shares Common Shares Number Common Shares Accumulated Noncontrolling Interest/ Accumulated Other Comprehensive Total Shareholders’ Accumulated Preferred Shares Common Shares Noncontrolling Other Total Number Number Accumulated Interest/ Comprehensive Shareholders’ of Shares Amount of Shares Amount Deficit (Deficit) Income Equity BALANCE AT DECEMBER 31, 2019 - $ - 149,804 $ 387,062 $ (273,422) $ (1,712) $ (681) $ 111,247 Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes - - 14 (2) - - - (2) Stock-based compensation - - - 626 - - - 626 Foreign currency translation loss - - - - - - 1,315 1,315 Financing related fees Shares issued in connection with the Asterias Merger Shares issued in connection with the Asterias Merger, shares Shares retired in connection with the Asterias Merger Shares retired in connection with the Asterias Merger, shares Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services, shares Adjustment upon adoption of leasing standard Shares issued for settlement of BioTime Warrants Shares issued for settlement of BioTime Warrants, shares NET INCOME/(LOSS) - - - - (8,399) (29) - (8,428) BALANCE AT MARCH 31, 2020 - $ - 149,818 $ 387,686 $ (281,821) $ (1,741) $ 634 $ 104,758 BALANCE AT APRIL 1, 2020 - $ - 149,818 $ 387,686 $ (281,821) $ (1,741) $ 634 $ 104,758 Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes - - 13 (11) - - - (11) Stock-based compensation - - - 606 - - - 606 Financing related fees (10) (10) Foreign currency translation loss - - - - - - (1,120) (1,120) NET INCOME/(LOSS) - - - - (6,522) (8) - (6,530) BALANCE AT JUNE 30, 2020 - $ - 149,831 $ 388,271 $ (288,343) $ (1,749) $ (486) $ 97,693 Preferred Shares Number Preferred Shares Common Shares Number Common Shares Accumulated Noncontrolling Interest/ Accumulated Other Comprehensive Total Shareholders’ Accumulated Preferred Shares Common Shares Noncontrolling Other Total Number Number Accumulated Interest/ Comprehensive Shareholders’ of Shares Amount of Shares Amount Deficit (Deficit) Income Equity BALANCE AT DECEMBER 31, 2018 - $ - 127,136 $ 354,270 $ (261,856) $ (1,594) $ 1,426 $ 92,246 Shares issued in connection with the Asterias Merger - - 24,696 32,353 - - - 32,353 Shares retired in connection with the Asterias Merger - - (2,622) (3,435) - - - (3,435) Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes - - 118 (75) - - - (75) Stock-based compensation - - - 1,361 - - - 1,361 Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services - - 60 79 - - - 79 Adjustment upon adoption of leasing standard - - - - 143 - - 143 Foreign currency translation loss - - - - - - (732) (732) NET INCOME/(LOSS) - - - - 39,310 (14) - 39,296 BALANCE AT MARCH 31, 2019 - $ - 149,388 $ 384,553 $ (222,403) $ (1,608) $ 694 $ 161,236 BALANCE AT APRIL 1, 2019 - $ - 149,388 $ 384,553 $ (222,403) $ (1,608) $ 694 $ 161,236 Shares issued for settlement of BioTime Warrants - - 252 302 - - - 302 Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes - - 3 (2) - - - (2) Stock-based compensation - - - 762 - - - 762 Foreign currency translation loss - - - - - - (487) (487 NET INCOME/(LOSS) - - - - (30,032) (20) - (30,052) BALANCE AT JUNE 30, 2019 - $ - 149,643 $ 385,615 $ (252,435) $ (1,628) $ 207 $ 131,759 Warrants Lineage (previously Asterias) Warrants - Liability Classified In March 2019, in connection with the closing of the Asterias Merger, Lineage assumed outstanding Asterias Warrants. As of June 30, 2020, the total number of common shares of Lineage subject to warrants that were assumed by Lineage in connection with the Asterias Merger was 1,089,900 30 6.15 May 13, 2021 Cell Cure Warrants - Liability Classified Cell Cure has two sets of issued warrants (the “Cell Cure Warrants”). Warrants to purchase 24,566 40.5359 July 2022 13,738 32.02 40.00 expire in October 2020 and January 2024 |
Stock-Based Awards
Stock-Based Awards | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Awards | 12. Stock-Based Awards Equity Incentive Plan Awards Effective November 8, 2019, Lineage adopted an amendment changing the name of the BioTime, Inc. 2012 Equity Incentive Plan to the Lineage Cell Therapeutics, Inc. 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan provides for the grant of stock options, restricted stock, restricted stock units (“RSUs”) and stock appreciation rights. As of December 31, 2019, a maximum of 24,000,000 10 A summary of Lineage’s 2012 Plan activity and other stock option awards granted outside of the 2012 Plan related information is as follows (in thousands, except per share amounts): Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity and Other Stock Options Shares Available for Grant Number of Options Outstanding Number of RSUs Outstanding Weighted Average Exercise Price December 31, 2019 9,157 14,710 166 $ 2.17 Restricted stock units vested - - (42) - Options granted (4,946) 4,946 - 0.70 Options exercised - - - - Options expired/forfeited/cancelled 3,211 (3,211) - 2.67 June 30, 2020 7,422 16,445 124 $ 1.63 Options exercisable at June 30, 2020 8,090 $ 2.31 At the effective time of the Asterias Merger, Lineage assumed sponsorship of the Asterias 2013 Equity Incentive Plan (the “Asterias Equity Plan”), with references to Asterias and Asterias common stock therein to be deemed references to Lineage and Lineage common shares. There were 7,309,184 5,189,520 A summary of activity under the Asterias Equity Plan is as follows (in thousands, except per share amounts): Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity Shares Available for Grant Number of Options Outstanding Weighted Average Exercise Price December 31, 2019 4,840 350 $ 1.57 Options granted - - - Options exercised - - - Options forfeited - - June 30, 2020 4,840 350 $ 1.57 Options exercisable at June 30, 2020 109 $ 1.57 Stock-based compensation expense The fair value of each option award is estimated on the date of grant using a Black-Scholes option pricing model applying the weighted-average assumptions noted in the following table: Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options Six Months Ended June 30, (unaudited) 2020 2019 Expected life (in years) 6.25 6.1 Risk-free interest rates 0.8% 2.5% Volatility 67.5% 60.2% Dividend yield 0% 0% Operating expenses include stock-based compensation expense as follows (in thousands): Schedule of Stock Based Compensation Expense Three Months Ended June 30, (unaudited) Six Months Ended June 30, (unaudited) 2020 2019 2020 2019 Research and development $ 121 $ 161 $ 217 $ 283 General and administrative 485 601 1,015 1,919 Total stock-based compensation expense $ 606 $ 762 $ 1,232 $ 2,202 The expense related to 84,940 60,304 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The provision for income taxes for interim periods is generally determined using an estimated annual effective tax rate as prescribed by ASC 740-270, Income Taxes, Interim Reporting For items that Lineage cannot reliably estimate on an annual basis (principally unrealized gains or losses generated by changes in the market prices of the OncoCyte, and AgeX shares of common stock Lineage holds, and prior to March 8, 2019, Asterias shares Lineage held), Lineage uses the actual year to date effective tax rate rather than an estimated annual effective tax rate to determine the tax effect of each item, including the use of all available net operating losses and other credits or deferred tax assets. The market value of the shares of OncoCyte common stock Lineage holds creates a deferred tax liability to Lineage based on the closing prices of the shares, less Lineage’s tax basis in the shares. The deferred tax liability generated by the OncoCyte shares that Lineage holds as of June 30, 2020, is a source of future taxable income to Lineage, as prescribed by ASC 740-10-30-17, that will more likely than not result in the realization of its deferred tax assets to the extent of the deferred tax liability. This deferred tax liability is determined based on the closing prices of the OncoCyte shares as of June 30, 2020. Due to the inherent unpredictability of future prices of those shares, Lineage cannot reliably estimate or project those deferred tax liabilities on an annual basis. Therefore, the deferred tax liability pertaining to OncoCyte shares, determined based on the actual closing prices on the last stock market trading day of the applicable accounting period, and the related impacts to the valuation allowance and deferred tax asset changes, are recorded in the accounting period in which they occur. Prior to the Asterias Merger discussed in Note 3, the Asterias shares of common stock Lineage held generated similar deferred tax liabilities to Lineage as the OncoCyte shares discussed above. As of the Asterias Merger date and due to Asterias becoming a wholly owned subsidiary of Lineage, the Asterias deferred tax liabilities were eliminated with a corresponding adjustment to Lineage’s valuation allowance, resulting in no tax provision or benefit from this adjustment. In connection with the Asterias Merger, a deferred tax liability of $ 10.8 A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. Lineage established a full valuation allowance as of December 31, 2018 due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets, including foreign net operating losses generated by its subsidiaries. During the year ended December 31, 2019, a portion of the valuation allowance was released as it relates to Lineage’s indefinite lived assets that can be used against the indefinite lived liabilities. The amount of the valuation allowance released was $ 7.4 million; as new indefinite lived deferred tax assets are generated, we will continue to book provision benefits until the deferred tax liability position is exhausted, barring any new developments. For the three and six months ended June 30, 2020, Lineage did not record any provision or benefit for income taxes, as Lineage had taxable income related to a gain on the sale of OncoCyte shares in the applicable periods. This taxable income was offset by net operating loss carryforwards. For the three and six months ended June 30, 2019, Lineage recorded a $ 1.2 5.6 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 14. Supplemental Cash Flow Information Supplemental disclosure of cash flow information for the six months ended June 30, 2020 and 2019 is as follows (in thousands): Schedule of Supplemental Cash Flow Information Six Months Ended June 30, (unaudited) 2020 2019 Cash paid during period for interest $ 13 $ 17 Supplemental disclosures of non-cash investing and financing activities: Issuance of common shares for the Asterias Merger (Note 3) $ - $ 32,353 Assumption of liabilities in the Asterias Merger (Note 3) - 1,136 Assumptions of warrants in the Asterias Merger (Note 3) - 867 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Carlsbad Lease In May 2019, Lineage entered into a lease for approximately 8,841 August 1, 2019 October 31, 2022 Base rent under the Carlsbad Lease beginning on August 1, 2019 is $ 17,850 3 7,000 In addition to base rent, Lineage will pay a pro rata portion of increases in certain expenses, including real property taxes, utilities (to the extent not separately metered to the leased space) and the landlord’s operating expenses, over the amounts of those expenses incurred by the landlord. As security for the performance of its obligations under the Carlsbad Lease, Lineage provided the landlord with a security deposit of $ 17,850 Alameda Lease In December 2015, Lineage entered into a lease for approximately 30,795 two buildings seven years five years February 1, 2016 January 31, 2023 Base rent under the Alameda Lease beginning on February 1, 2020 is $ 72,676 3 In addition to base rent, Lineage will pay a pro rata portion of increases in certain expenses, including real property taxes, utilities (to the extent not separately metered to the leased space) and the landlord’s operating expenses, over the amounts of those expenses incurred by the landlord. As security for the performance of its obligations under the Alameda Lease, Lineage provided the landlord with a security deposit of approximately $ 424,000 78,000 78,000 Alameda Sublease In April 2020, Lineage entered into a sublease with Industrial Microbes, Inc. for the usage of 10,000 April 24, 2020 January 31, 2023 Base rent under the sublease is $ 28,00 3 As security for the performance of its obligations under the sublease, Industrial Microbes provided Lineage with a security deposit of $ 56,000 New York Leased Office Space Lineage currently pays $ 5,050 900 Cell Cure Leases Cell Cure leases 728.5 7,842 December 31, 2020 five years 37,882 11,000 On January 28, 2018, Cell Cure entered into another lease agreement for an additional 934 10,054 lease that expires on December 31, 2025 five years 4,000,000 1.1 93,827 26,000 In December 2018, Cell Cure made a $ 388,000 The below table provides supplemental cash flow information related to leases as follows (in thousands): Schedule of Supplemental Cash Flow Information Related to Leases Six Months Ended June 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 797 $ 670 Operating cash flows from financing leases 13 17 Financing cash flows from financing leases 17 14 Right-of-use assets obtained in exchange for lease obligations: Operating leases 29 89 Financing leases - - Supplemental balance sheet information related to leases is as follows (in thousands, except lease term and discount rate): Schedule of Supplemental Balance Sheet Information Related to Leases June 30, December 31, Operating leases Right-of-use assets, net $ 4,077 $ 4,666 Right-of-use lease liabilities, current 1,210 1,190 Right-of-use lease liabilities, noncurrent 3,276 3,868 Total operating lease liabilities $ 4,486 $ 5,058 Financing leases Property and equipment, gross $ 96 $ 96 Accumulated depreciation (57) (48) Property and equipment, net $ 39 $ 48 Current liabilities 31 33 Long-term liabilities 62 77 Total finance lease liabilities $ 93 $ 110 Weighted average remaining lease term Operating leases 3.7 4.1 Finance leases 2.9 3.4 Weighted average discount rate Operating leases 9.1% 9.1% Finance leases 10.2% 10.0% Future minimum lease commitments are as follows (in thousands): Schedule of Future Minimum Lease Commitments Operating Leases Finance Leases Year Ending December 31, 2020 $ 800 $ 21 2021 1,539 36 2022 1,518 36 2023 400 15 2024 308 - Thereafter 790 - Total lease payments $ 5,355 $ 108 Less imputed interest (869) (15) Total $ 4,486 $ 93 Research and Option Agreement On January 5, 2019, Lineage and Orbit Biomedical Limited (“Orbit”) entered into a Research and Option Agreement, which was assigned by Orbit to Gyroscope Therapeutics, Limited (“Gyroscope”) and amended on January 30, 2020 and May 1, 2020 (the “Gyroscope Agreement”). As amended, the Gyroscope Agreement provides Lineage access to Gyroscope’s vitrectomy-free subretinal injection device as a means of delivering OpRegen in Lineage’s ongoing Phase 1/2a clinical trial through September 10, 2020 (the “Access Period”). Pursuant to the terms of the Gyroscope Agreement, Lineage paid access fees totaling $ 2.5 1.25 1.25 2.5 0.5 0.2 0.3 Lineage has exclusive rights to the Gyroscope technology and its injection device for the treatment of dry AMD during the term of the Gyroscope Agreement. Litigation Lineage is subject to various claims and contingencies in the ordinary course of its business, including those related to litigation, business transactions, employee-related matters, and others. When Lineage is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, Lineage will record a liability for the loss. If the loss is not probable or the amount of the loss cannot be reasonably estimated, Lineage will disclose the claim if the likelihood of a potential loss is reasonably possible and the amount involved could be material. Lineage is not aware of any claims likely to have a material adverse effect on its financial condition or results of operations. On February 19, 2019, a putative shareholder class action lawsuit was filed (captioned Lampe v. Asterias Biotherapeutics, Inc. et al On June 3, 2019, defendants filed demurrers to the Amended Complaint. On August 13, 2019, the parties submitted a stipulation to the court seeking dismissal of the action with prejudice as to the named Plaintiffs and without prejudice as to the unnamed putative class members, and disclosing to the court the parties’ agreement to resolve, for $ 200,000 On October 14, 2019, another putative class action lawsuit was filed challenging the Asterias Merger. This action (captioned Ross v. Lineage Cell Therapeutics, Inc., et al. Lineage believes the allegations in the action lack merit and intends to vigorously defend the claims asserted. It is impossible at this time to assess whether the outcome of this proceeding will have a material adverse effect on Lineage’s consolidated results of operations, cash flows or financial position. Therefore, in accordance with ASC 450, Contingencies, Employment contracts Lineage has entered into employment agreements with certain executive officers. Under the provisions of the agreements, Lineage may be required to incur severance obligations for matters relating to changes in control, as defined in the agreements, and involuntary terminations. Indemnification In the normal course of business, Lineage may provide indemnifications of varying scope under Lineage’s agreements with other companies or consultants, typically Lineage’s clinical research organizations, investigators, clinical sites, suppliers and others. Pursuant to these agreements, Lineage will generally agree to indemnify, hold harmless, and reimburse the indemnified parties for losses and expenses suffered or incurred by the indemnified parties arising from claims of third parties in connection with the use or testing of Lineage’s products and services. Indemnification provisions could also cover third party infringement claims with respect to patent rights, copyrights, or other intellectual property pertaining to Lineage products and services. The term of these indemnification agreements will generally continue in effect after the termination or expiration of the particular research, development, services, or license agreement to which they relate. The potential future payments Lineage could be required to make under these indemnification agreements will generally not be subject to any specified maximum amount. Historically, Lineage has not been subject to any claims or demands for indemnification. Lineage also maintains various liability insurance policies that provide Lineage with insurance against claims or demands for indemnification in specified circumstances. As a result, Lineage believes the fair value of these indemnification agreements is minimal. Accordingly, Lineage has not recorded any liabilities for these agreements as June 30, 2020 and December 31, 2019. Second Amendment to Clinical Trial and Option Agreement and License Agreement with Cancer Research UK On May 6, 2020, Lineage and its wholly owned subsidiary Asterias entered into a Second Amendment to Clinical Trial and Option Agreement (the “CTOA Amendment”) with Cancer Research UK and Cancer Research Technology Limited (“CRT”), which amends the Clinical Trial and Option Agreement entered into between Asterias, CRUK and CRT dated September 8, 2014, as amended September 8, 2014. Pursuant to the CTOA Amendment, Lineage assumed all obligations of Asterias and exercised early its option to acquire data generated in the Phase 1 clinical trial of VAC2 in non-small cell lung cancer being conducted by CRUK. CRUK will continue conducting the VAC2 study. Lineage and CRT effectuated the option by simultaneously entering into a license agreement (the “License Agreement”) pursuant to which Lineage agreed to pay the previously agreed signature fee of £ 1,250,000 500,000 500,000 250,000 8,000,000 22,500,000 Either party may terminate the License Agreement for the uncured material breach of the other party. CRT may terminate the License Agreement in the case of Lineage’s insolvency or if Lineage ceases all development and commercialization of all products under the License Agreement. Second Amended and Restated License Agreement On June 15, 2017, Cell Cure entered into a Second Amended and Restated License Agreement (the “License Agreement”) with Hadasit Medical Research Services and Development Ltd. (“Hadasit”), the commercial arm and a wholly owned subsidiary of Hadassah Medical Organization. Pursuant to the License Agreement, Hadasit granted Cell Cure an exclusive, worldwide, royalty bearing license (with the right to grant sublicenses) in its intellectual property portfolio of materials and technology related to human stem cell derived photoreceptor cells and retinal pigment epithelial cells (the “Licensed IP”), to use, commercialize and exploit any part thereof, in any manner whatsoever in the fields of the development and exploitation of: (i) human stem cell derived photoreceptor cells, solely for use in cell therapy for the diagnosis, amelioration, prevention and treatment of eye disorders; and (ii) human stem cell derived retinal pigment epithelial cells, solely for use in cell therapy for the diagnosis, amelioration, prevention and treatment of eye disorders. As consideration for the Licensed IP, Cell Cure will pay a small one-time lump sum payment, a royalty in the mid-single digits of net sales from sales of Licensed IP by any invoicing entity, and a royalty of 21.5 Cell Cure will pay Hadasit non-refundable milestone payments upon the recruitment of the first patient for the first Phase 2b clinical trial, upon the enrollment of the first patient in the first Phase 3 clinical trials, upon delivery of the report for the first Phase 3 clinical trials, upon the receipt of an NDA or marketing approval in the European Union, whichever is the first to occur, and upon the first commercial sale in the United States or European Union, whichever is the first to occur. Such milestones, in the aggregate, may be up to $ 3.5 The License Agreement terminates upon the expiration of Cell Cure’s obligation to pay royalties for all licensed products, unless earlier terminated. In addition to customary termination rights of both parties, Hadasit may terminate the License Agreement if Cell Cure fails to continue the clinical development of the Licensed IP or fails to take actions to commercialize or sell the Licensed IP over any consecutive 12 month period. The License Agreement also contains mutual confidentiality obligations of Cell Cure and Hadasit, and indemnification obligations of Cell Cure. Royalty obligations and license fees Lineage and its subsidiaries or affiliates are parties to certain licensing agreements with research institutions, universities and other parties for the rights to use those licenses and other intellectual property in conducting research and development activities. These licensing agreements provide for the payment of royalties by Lineage or the applicable party to the agreement on future product sales, if any. In addition, in order to maintain these licenses and other rights during the product development, Lineage or the applicable party to the contract must comply with various conditions including the payment of patent related costs and annual minimum maintenance fees. Annual minimum maintenance fees are expected to be approximately $ 30,000 60,000 5,000 33,000 Grants Under the terms of the grant agreement between Cell Cure and Israel Innovation Authority (“IIA”) (formerly the Office of the Chief Scientist of Israel) of the Ministry of Economy and Industry, for the development of OpRegen, Cell Cure will be required to pay royalties on future product sales, if any, up to the amounts received from the IIA, plus interest indexed to LIBOR. Cell Cure’s research and product development activities under the grant are subject to substantial risks and uncertainties and performed on a best efforts basis. As a result, Cell Cure is not required to make any payments under the grant agreement unless it successfully commercializes OpRegen. Accordingly, pursuant to ASC 730-20, the grant is considered a contract to perform research and development services for others and grant revenue is recognized as the related research and development expenses are incurred (see Note 2). Israeli law pertaining to such government grants contain various conditions, including substantial penalties and restrictions on the transfer of intellectual property, or the manufacture, or both, of products developed under the grant outside of Israel, as defined by the IIA. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events Termination of Services and Related Return of Project Funds On August 4, 2020, Lineage agreed to terminate a services agreement with a former service provider that Asterias had not used since 2018. The service provider returned unspent project funds of approximately $ 0.8 |
Basis of Presentation, Liquid_2
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation Lineage’s condensed consolidated interim financial statements include the accounts of its subsidiaries. The following table reflects Lineage’s ownership, directly or through one or more subsidiaries, of the outstanding shares of its operating subsidiaries as of June 30, 2020. Schedule of Lineage's Ownership of Outstanding Shares of its Subsidiaries Subsidiary Field of Business Lineage Ownership Country Asterias Biotherapeutics, Inc. Cell therapy clinical development programs in spinal cord injury and oncology 100% USA Cell Cure Neurosciences Ltd. (“Cell Cure”) Products to treat age-related macular degeneration 99 % (1) Israel ES Cell International Pte. Ltd. (“ESI”) Stem cell products for research, including clinical grade cell lines produced under cGMP 100% Singapore OrthoCyte Corporation Developing bone grafting products for orthopedic diseases and injuries 99.8% USA (1) Includes shares owned by Lineage and ESI. All material intercompany accounts and transactions have been eliminated in consolidation. As of June 30, 2020, Lineage consolidated its direct and indirect wholly owned or majority-owned subsidiaries because Lineage has the ability to control their operating and financial decisions and policies through its ownership, and the noncontrolling interest is reflected as a separate element of shareholders’ equity on Lineage’s consolidated balance sheets. |
Liquidity | Liquidity Since inception, Lineage has incurred significant operating losses and has funded its operations primarily through sale of common stock of AgeX Therapeutics, Inc. (“AgeX”) and OncoCyte, both former subsidiaries, sale of common stock of Hadasit Bio-Holdings (“HBL”), receipt of research grants, royalties from product sales, license revenues, sales of research products and issuance of equity securities. On May 1, 2020, Lineage entered into a Controlled Equity Offering SM 25.0 At June 30, 2020, Lineage had an accumulated deficit of approximately $ 288.3 million, working capital of $ 38.7 million and shareholders’ equity of $ 97.7 million. Lineage has evaluated its projected cash flows and believes that its $ 20.3 million of cash, cash equivalents and marketable equity securities and its access to additional capital through the Sales Agreement at June 30, 2020, are sufficient to fund Lineage’s planned operations for at least the next twelve months from the issuance date of the condensed consolidated financial statements included herein. If Lineage needs near term working capital or liquidity to supplement its cash and cash equivalents for its operations, Lineage may sell some, or all, of its marketable equity securities, as necessary. If the promissory note issued by Juvenescence in favor of Lineage discussed in Note 5 is converted into equity securities of Juvenescence prior to its maturity date, the Juvenescence equity securities may be marketable securities that Lineage may use to supplement its liquidity, as needed. If such promissory note is not converted, it is payable in cash, plus accrued interest, at maturity on August 30, 2020. The value of the promissory note is $ 24.4 On March 8, 2019, with the consummation of the Asterias Merger, Asterias became Lineage’s wholly owned subsidiary. Lineage began consolidating Asterias’ operations and results with its operations and results beginning on March 8, 2019 (see Note 3). As Lineage integrates Asterias’ operations into its own, Lineage has made extensive reductions in headcount and reduced non-clinical related spend, in each case, as compared to Asterias’ operations before the Asterias Merger. Lineage’s projected cash flows are subject to various risks and uncertainties, and the unavailability or inadequacy of financing to meet future capital needs could force Lineage to modify, curtail, delay, or suspend some or all aspects of its planned operations. Lineage’s determination as to when it will seek new financing and the amount of financing that it will need will be based on Lineage’s evaluation of the progress it makes in its research and development programs, any changes to the scope and focus of those programs, any changes in grant funding for certain of those programs, and projection of future costs, revenues, and rates of expenditure. Lineage’s ability to raise additional funds may be adversely impacted by deteriorating global economic conditions and the disruptions to and volatility in the credit and financial markets in the United States and worldwide resulting from the ongoing COVID-19 pandemic. Lineage may be required to delay, postpone, or cancel clinical trials or limit the number of clinical trial sites, unless it is able to obtain adequate financing. In addition, Lineage has incurred and expects to continue incurring significant costs in connection with the acquisition of Asterias and with integrating its operations. Lineage may incur additional costs to maintain employee morale and to retain key employees. Lineage cannot assure that adequate financing will be available on favorable terms, if at all. Sales of additional equity securities by Lineage or its subsidiaries and affiliates could result in the dilution of the interests of current shareholders. |
Business Combinations | Business Combinations Lineage accounts for business combinations, such as the Asterias Merger completed in March 2019, in accordance with ASC Topic 805, which requires the purchase price to be measured at fair value. When the purchase consideration consists entirely of Lineage common shares, Lineage calculates the purchase price by determining the fair value, as of the acquisition date, of shares issued in connection with the closing of the acquisition. Lineage recognizes estimated fair values of the tangible assets and intangible assets acquired, including in-process research and development (“IPR&D”), and liabilities assumed as of the acquisition date, and records as goodwill any amount of the fair value of the tangible and intangible assets acquired and liabilities assumed in excess of the purchase price. |
Marketable Equity Securities | Marketable Equity Securities Lineage accounts for the shares it holds in OncoCyte, AgeX and HBL as marketable equity securities in accordance with ASC 320-10-25, Investments – Debt and Equity Securities Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, . The OncoCyte and AgeX shares have readily determinable fair values quoted on the NYSE American under trading symbols “OCX” and “AGE”. The HBL shares have a readily determinable fair value quoted on the Tel Aviv Stock Exchange (“TASE”) under trading symbol “HDST” where share prices are denominated in New Israeli Shekels (NIS). Prior to September 11, 2019, Lineage accounted for its OncoCyte shares held at fair value, using the equity method of accounting. On September 11, 2019, Lineage’s ownership percentage decreased from 24 16 4.0 |
Revenue Recognition | Revenue Recognition During the first quarter of 2018, Lineage adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) ASU 2014-09, Revenues from Contracts with Customers (Topic 606) Lineage recognizes revenue in a manner that depicts the transfer of control of a product or a service to a customer and reflects the amount of the consideration it is entitled to receive in exchange for such product or service. In doing so, Lineage follows a five-step approach: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations; and (v) recognize revenue when (or as) the customer obtains control of the product or service. Lineage considers the terms of a contract and all relevant facts and circumstances when applying the revenue recognition standard. Lineage applies the revenue recognition standard, including the use of any practical expedients, consistently to contracts with similar characteristics and in similar circumstances. Lineage’s largest source of revenue is currently related to government grants. In applying the provisions of ASU 2014-09, Lineage has determined that government grants are out of the scope of ASU 2014-09 because the government entities do not meet the definition of a “customer”, as defined by ASU 2014-09, as there is not considered to be a transfer of control of good or services to the government entities funding the grant. Lineage has, and will continue to, account for grants received to perform research and development services in accordance with ASC 730-20, Research and Development Arrangements Deferred grant revenues represent grant funds received from the governmental funding agencies for which the allowable expenses have not yet been incurred as of the balance sheet date reported. As of June 30, 2020, deferred grant revenue was $ 97 ,000. |
Basic and diluted net income (loss) per share attributable to common shareholders | Basic and diluted net income (loss) per share attributable to common shareholders Basic earnings per share is calculated by dividing net income or loss attributable to Lineage common shareholders by the weighted average number of common shares outstanding, net of unvested restricted stock or restricted stock units, subject to repurchase by Lineage, if any, during the period. Diluted earnings per share is calculated by dividing the net income or loss attributable to Lineage common shareholders by the weighted average number of common shares outstanding, adjusted for the effects of potentially dilutive common shares issuable under outstanding stock options and warrants, using the treasury-stock method, convertible preferred stock, if any, using the if-converted method, and treasury stock held by subsidiaries, if any. For the three and six months ended June 30, 2020 and for the three months ended June 30, 2019, Lineage reported a net loss attributable to common shareholders, and therefore, all potentially dilutive common shares were considered antidilutive for that period. For the six months ended June 30, 2019, Lineage reported net income attributable to common shareholders, and therefore, performed an analysis of common share equivalents to determine their impact on diluted net income, and determined that none of the common share equivalents were dilutive. The following weighted average common share equivalents were excluded from the computation of diluted net income (loss) per common share for the periods presented because including them would have been antidilutive (in thousands): Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Stock options 17,692 15,374 16,054 15,103 Lineage Warrants (1) (Note 3) 1,090 1,296 1,090 917 Restricted stock units 139 271 150 275 (1) Although the Lineage Warrants are classified as liabilities, these warrants are considered for dilutive earnings per share calculations in accordance with ASC 260, Earnings Per Share |
Restricted Cash | Restricted Cash In accordance with ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheet dates that comprise the total of the same such amounts shown in the condensed consolidated statements of cash flows for all periods presented herein (in thousands): Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash June 30, 2020 December 31, 2019 (unaudited) Cash and cash equivalents $ 12,676 $ 9,497 Restricted cash included in deposits and other long-term assets (see Note 15) 568 599 Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 13,244 $ 10,096 |
Lease accounting and impact of adoption of the new lease standard | Lease accounting and impact of adoption of the new lease standard On January 1, 2019, Lineage adopted ASU 2016-02, Leases Codification Improvements to Topic 842, Leases Leases (Topic 842): Targeted improvements, Lineage management determines if an arrangement is a lease at inception. Leases are classified as either financing or operating, with classification affecting the pattern of expense recognition in the consolidated statements of operations. When determining whether a lease is a finance lease or an operating lease, ASC 842 does not specifically define criteria to determine “major part of remaining economic life of the underlying asset” and “substantially all of the fair value of the underlying asset.” For lease classification determination, Lineage continues to use (i) greater to or equal to 75% to determine whether the lease term is a major part of the remaining economic life of the underlying asset and (ii) greater to or equal to 90% to determine whether the present value of the sum of lease payments is substantially all of the fair value of the underlying asset ROU assets represent Lineage’s right to use an underlying asset during the lease term and lease liabilities represent Lineage’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of Lineage’s leases do not provide an implicit rate, Lineage uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lineage uses the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lineage’s lease terms may include options to extend or terminate the lease when it is reasonably certain that Lineage will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Operating leases are included as right-of-use assets in property and equipment (see Note 6), and ROU lease liabilities, current and long-term, in the condensed consolidated balance sheets. Financing leases are included in property and equipment, and in financing lease liabilities, current and long-term, in Lineage’s condensed consolidated balance sheets. In connection with the adoption on ASC 842 on January 1, 2019, Lineage derecognized net book value of leasehold improvements and corresponding lease liabilities of $ 1.9 2.0 0.1 The adoption of ASC 842 had a material impact in Lineage’s consolidated balance sheets, with the most significant impact resulting from the recognition of ROU assets and lease liabilities for operating leases with remaining terms greater than twelve months on the adoption date. Lineage’s accounting for financing leases (previously referred to as “capital leases”) remained substantially unchanged (see Note 15). |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Basis of Presentation, Liquid_3
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Lineage's Ownership of Outstanding Shares of its Subsidiaries | Schedule of Lineage's Ownership of Outstanding Shares of its Subsidiaries Subsidiary Field of Business Lineage Ownership Country Asterias Biotherapeutics, Inc. Cell therapy clinical development programs in spinal cord injury and oncology 100% USA Cell Cure Neurosciences Ltd. (“Cell Cure”) Products to treat age-related macular degeneration 99 % (1) Israel ES Cell International Pte. Ltd. (“ESI”) Stem cell products for research, including clinical grade cell lines produced under cGMP 100% Singapore OrthoCyte Corporation Developing bone grafting products for orthopedic diseases and injuries 99.8% USA (1) Includes shares owned by Lineage and ESI. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following weighted average common share equivalents were excluded from the computation of diluted net income (loss) per common share for the periods presented because including them would have been antidilutive (in thousands): Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Stock options 17,692 15,374 16,054 15,103 Lineage Warrants (1) (Note 3) 1,090 1,296 1,090 917 Restricted stock units 139 271 150 275 (1) Although the Lineage Warrants are classified as liabilities, these warrants are considered for dilutive earnings per share calculations in accordance with ASC 260, Earnings Per Share |
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheet dates that comprise the total of the same such amounts shown in the condensed consolidated statements of cash flows for all periods presented herein (in thousands): Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash June 30, 2020 December 31, 2019 (unaudited) Cash and cash equivalents $ 12,676 $ 9,497 Restricted cash included in deposits and other long-term assets (see Note 15) 568 599 Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 13,244 $ 10,096 |
Asterias Merger (Tables)
Asterias Merger (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Merger Consideration Transferred | The calculation of the purchase price for the Asterias Merger and the Merger Consideration transferred on March 8, 2019 was as follows (in thousands, except for share and per share amounts): Schedule of Merger Consideration Transferred Lineage Shareholders Total Outstanding Asterias common stock as of March 8, 2019 21,747,569 34,783,333 (1) 56,530,902 (1) Exchange ratio 0.710 0.710 0.710 Lineage common shares issuable 15,440,774 (2) 24,695,898 (3) 40,136,672 Per share price of Lineage common shares as of March 8, 2019 $ 1.31 $ 1.31 $ 1.31 Purchase price (in $000s) $ 20,227 (2) $ 32,353 $ 52,580 (1) Includes 81,810 58,085 (2) Estimated fair value for Lineage’s previously held 38 (3) Net of a de minimis number of fractional shares which were paid in cash. |
Schedule of Identifiable Tangible and Intangible Assets Acquired and Liabilities Assumed | The allocation of the purchase price in the table below is based on our estimates of the fair values of tangible and intangible assets acquired, including IPR&D, and liabilities assumed as of the acquisition date, with the excess recorded as goodwill (in thousands). As of December 31, 2019, Lineage had finalized its purchase price allocation. Schedule of Identifiable Tangible and Intangible Assets Acquired and Liabilities Assumed Assets acquired: Cash and cash equivalents $ 3,117 Prepaid expenses and other assets, current and noncurrent 660 Machinery and equipment 308 Long-lived intangible assets - royalty contracts 650 Acquired in-process research and development (“IPR&D”) 46,540 Total assets acquired 51,275 Liabilities assumed: Accrued liabilities and accounts payable 982 Liability classified warrants 867 Deferred license revenue 200 Long-term deferred income tax liability 10,753 Total liabilities assumed 12,802 Net assets acquired, excluding goodwill (a) 38,473 Fair value of Lineage common shares held by Asterias (b) 3,435 Total purchase price (c) 52,580 Estimated goodwill (c-a-b) $ 10,672 |
Schedule of Valuation of Identifiable Intangible Assets and Their Estimated Useful Lives | The valuation of identifiable intangible assets and their estimated useful lives are as follows (in thousands, except for useful life): Schedule of Valuation of Identifiable Intangible Assets and Their Estimated Useful Lives Asset Useful Life (Years) (in thousands, except for useful life) In process research and development (“IPR&D”) $ 46,540 n/a Royalty contracts 650 5 $ 47,190 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | At June 30, 2020 and December 31, 2019, property and equipment was comprised of the following (in thousands): Schedule of Property and Equipment, Net June 30, December 31, (unaudited) Equipment, furniture and fixtures $ 4,128 $ 4,148 Leasehold improvements 2,841 2,862 Right-of-use assets (1) 5,780 5,756 Accumulated depreciation and amortization (5,607) (4,591) Property and equipment, net $ 7,142 $ 8,175 (1) Lineage adopted ASC 842 on January 1, 2019. For additional information on this standard and right-of-use assets and liabilities (see Notes 2 and 15). |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets, Net | At June 30, 2020 and December 31, 2019, goodwill and intangible assets, net consisted of the following (in thousands): Schedule of Goodwill and Intangible Assets, Net June 30, December 31, (unaudited) Goodwill (1) $ 10,672 $ 10,672 Intangible assets: Acquired IPR&D - OPC1 (from the Asterias Merger) (2) $ 31,700 $ 31,700 Acquired IPR&D - VAC2 (from the Asterias Merger) (2) 14,840 14,840 Intangible assets subject to amortization: Acquired patents 18,953 18,953 Acquired royalty contracts (2) 650 650 Total intangible assets 66,143 66,143 Accumulated amortization (18,726) (17,895) Intangible assets, net $ 47,417 $ 48,248 (1) Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed in the Asterias Merger (see Note 3). (2) See Note 3 for information on the Asterias Merger which was consummated on March 8, 2019. |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | At June 30, 2020 and December 31, 2019, accounts payable and accrued liabilities consisted of the following (in thousands): Schedule of Accounts Payable and Accrued Liabilities June 30, December 31, (unaudited) Accounts payable $ 3,424 $ 2,427 Accrued compensation 1,177 1,549 Accrued liabilities 763 1,246 PPP loan payable 523 - Other current liabilities 61 4 Total $ 5,948 $ 5,226 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis | We measure cash, cash equivalents, marketable securities and our liability classified warrants at fair value on a recurring basis. The fair values of such assets were as follows for June 30, 2020 and December 31, 2019 (in thousands): Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis Fair Value Measurements Using Balance at June 30, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and cash equivalents $ 12,676 $ 12,676 $ - $ - Marketable securities 7,575 7,575 - - Liabilities: Lineage Warrants 15 - - 15 Cell Cure Warrants 233 - - 233 Fair Value Measurements Using Balance at December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and cash equivalents $ 9,497 $ 9,497 $ - $ - Marketable securities 21,219 21,219 - - Liabilities: Lineage Warrants 20 - - 20 Cell Cure Warrants 257 - - 257 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Schedule of Shareholders' Equity | The following tables document the changes in shareholders’ equity for the three and six months ended June 30, 2020 and 2019 (unaudited and in thousands): Schedule of Shareholders' Equity Preferred Shares Number Preferred Shares Common Shares Number Common Shares Accumulated Noncontrolling Interest/ Accumulated Other Comprehensive Total Shareholders’ Accumulated Preferred Shares Common Shares Noncontrolling Other Total Number Number Accumulated Interest/ Comprehensive Shareholders’ of Shares Amount of Shares Amount Deficit (Deficit) Income Equity BALANCE AT DECEMBER 31, 2019 - $ - 149,804 $ 387,062 $ (273,422) $ (1,712) $ (681) $ 111,247 Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes - - 14 (2) - - - (2) Stock-based compensation - - - 626 - - - 626 Foreign currency translation loss - - - - - - 1,315 1,315 Financing related fees Shares issued in connection with the Asterias Merger Shares issued in connection with the Asterias Merger, shares Shares retired in connection with the Asterias Merger Shares retired in connection with the Asterias Merger, shares Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services, shares Adjustment upon adoption of leasing standard Shares issued for settlement of BioTime Warrants Shares issued for settlement of BioTime Warrants, shares NET INCOME/(LOSS) - - - - (8,399) (29) - (8,428) BALANCE AT MARCH 31, 2020 - $ - 149,818 $ 387,686 $ (281,821) $ (1,741) $ 634 $ 104,758 BALANCE AT APRIL 1, 2020 - $ - 149,818 $ 387,686 $ (281,821) $ (1,741) $ 634 $ 104,758 Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes - - 13 (11) - - - (11) Stock-based compensation - - - 606 - - - 606 Financing related fees (10) (10) Foreign currency translation loss - - - - - - (1,120) (1,120) NET INCOME/(LOSS) - - - - (6,522) (8) - (6,530) BALANCE AT JUNE 30, 2020 - $ - 149,831 $ 388,271 $ (288,343) $ (1,749) $ (486) $ 97,693 Preferred Shares Number Preferred Shares Common Shares Number Common Shares Accumulated Noncontrolling Interest/ Accumulated Other Comprehensive Total Shareholders’ Accumulated Preferred Shares Common Shares Noncontrolling Other Total Number Number Accumulated Interest/ Comprehensive Shareholders’ of Shares Amount of Shares Amount Deficit (Deficit) Income Equity BALANCE AT DECEMBER 31, 2018 - $ - 127,136 $ 354,270 $ (261,856) $ (1,594) $ 1,426 $ 92,246 Shares issued in connection with the Asterias Merger - - 24,696 32,353 - - - 32,353 Shares retired in connection with the Asterias Merger - - (2,622) (3,435) - - - (3,435) Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes - - 118 (75) - - - (75) Stock-based compensation - - - 1,361 - - - 1,361 Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services - - 60 79 - - - 79 Adjustment upon adoption of leasing standard - - - - 143 - - 143 Foreign currency translation loss - - - - - - (732) (732) NET INCOME/(LOSS) - - - - 39,310 (14) - 39,296 BALANCE AT MARCH 31, 2019 - $ - 149,388 $ 384,553 $ (222,403) $ (1,608) $ 694 $ 161,236 BALANCE AT APRIL 1, 2019 - $ - 149,388 $ 384,553 $ (222,403) $ (1,608) $ 694 $ 161,236 Shares issued for settlement of BioTime Warrants - - 252 302 - - - 302 Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes - - 3 (2) - - - (2) Stock-based compensation - - - 762 - - - 762 Foreign currency translation loss - - - - - - (487) (487 NET INCOME/(LOSS) - - - - (30,032) (20) - (30,052) BALANCE AT JUNE 30, 2019 - $ - 149,643 $ 385,615 $ (252,435) $ (1,628) $ 207 $ 131,759 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity and Other Stock Options | A summary of Lineage’s 2012 Plan activity and other stock option awards granted outside of the 2012 Plan related information is as follows (in thousands, except per share amounts): Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity and Other Stock Options Shares Available for Grant Number of Options Outstanding Number of RSUs Outstanding Weighted Average Exercise Price December 31, 2019 9,157 14,710 166 $ 2.17 Restricted stock units vested - - (42) - Options granted (4,946) 4,946 - 0.70 Options exercised - - - - Options expired/forfeited/cancelled 3,211 (3,211) - 2.67 June 30, 2020 7,422 16,445 124 $ 1.63 Options exercisable at June 30, 2020 8,090 $ 2.31 |
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity | A summary of activity under the Asterias Equity Plan is as follows (in thousands, except per share amounts): Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity Shares Available for Grant Number of Options Outstanding Weighted Average Exercise Price December 31, 2019 4,840 350 $ 1.57 Options granted - - - Options exercised - - - Options forfeited - - June 30, 2020 4,840 350 $ 1.57 Options exercisable at June 30, 2020 109 $ 1.57 |
Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options | The fair value of each option award is estimated on the date of grant using a Black-Scholes option pricing model applying the weighted-average assumptions noted in the following table: Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options Six Months Ended June 30, (unaudited) 2020 2019 Expected life (in years) 6.25 6.1 Risk-free interest rates 0.8% 2.5% Volatility 67.5% 60.2% Dividend yield 0% 0% |
Schedule of Stock Based Compensation Expense | Operating expenses include stock-based compensation expense as follows (in thousands): Schedule of Stock Based Compensation Expense Three Months Ended June 30, (unaudited) Six Months Ended June 30, (unaudited) 2020 2019 2020 2019 Research and development $ 121 $ 161 $ 217 $ 283 General and administrative 485 601 1,015 1,919 Total stock-based compensation expense $ 606 $ 762 $ 1,232 $ 2,202 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Supplemental disclosure of cash flow information for the six months ended June 30, 2020 and 2019 is as follows (in thousands): Schedule of Supplemental Cash Flow Information Six Months Ended June 30, (unaudited) 2020 2019 Cash paid during period for interest $ 13 $ 17 Supplemental disclosures of non-cash investing and financing activities: Issuance of common shares for the Asterias Merger (Note 3) $ - $ 32,353 Assumption of liabilities in the Asterias Merger (Note 3) - 1,136 Assumptions of warrants in the Asterias Merger (Note 3) - 867 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Supplemental Cash Flow Information Related to Leases | The below table provides supplemental cash flow information related to leases as follows (in thousands): Schedule of Supplemental Cash Flow Information Related to Leases Six Months Ended June 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 797 $ 670 Operating cash flows from financing leases 13 17 Financing cash flows from financing leases 17 14 Right-of-use assets obtained in exchange for lease obligations: Operating leases 29 89 Financing leases - - |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases is as follows (in thousands, except lease term and discount rate): Schedule of Supplemental Balance Sheet Information Related to Leases June 30, December 31, Operating leases Right-of-use assets, net $ 4,077 $ 4,666 Right-of-use lease liabilities, current 1,210 1,190 Right-of-use lease liabilities, noncurrent 3,276 3,868 Total operating lease liabilities $ 4,486 $ 5,058 Financing leases Property and equipment, gross $ 96 $ 96 Accumulated depreciation (57) (48) Property and equipment, net $ 39 $ 48 Current liabilities 31 33 Long-term liabilities 62 77 Total finance lease liabilities $ 93 $ 110 Weighted average remaining lease term Operating leases 3.7 4.1 Finance leases 2.9 3.4 Weighted average discount rate Operating leases 9.1% 9.1% Finance leases 10.2% 10.0% |
Schedule of Future Minimum Lease Commitments | Future minimum lease commitments are as follows (in thousands): Schedule of Future Minimum Lease Commitments Operating Leases Finance Leases Year Ending December 31, 2020 $ 800 $ 21 2021 1,539 36 2022 1,518 36 2023 400 15 2024 308 - Thereafter 790 - Total lease payments $ 5,355 $ 108 Less imputed interest (869) (15) Total $ 4,486 $ 93 |
Organization and Business Ove_2
Organization and Business Overview (Details Narrative) $ in Millions | Mar. 08, 2019USD ($)shares | Jun. 30, 2020Subsidiaryshares | Mar. 07, 2019 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Number of cell therapy programs | Subsidiary | 3 | ||
Parent Company [Member] | Common Stock [Member] | OncoCyte Corporation [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Ownership percentage | 5.40% | ||
Number of shares owned | 3,600,000 | ||
Merger Consideration [Member] | Parent Company [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Stock-for-stock transaction | 24,695,898 | ||
Aggregate merger consideration amount | $ | $ 32.4 | ||
Merger Consideration [Member] | Asterias [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Stock-for-stock transaction | 0.71 | ||
Merger Consideration [Member] | Asterias [Member] | Restricted Stock [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Stock-for-stock transaction | 58,085 | ||
Merger Agreement [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Ownership percentage | 38.00% |
Schedule of Lineage's Ownership
Schedule of Lineage's Ownership of Outstanding Shares of its Subsidiaries (Details) | 6 Months Ended | |
Jun. 30, 2020 | ||
Asterias Biotherapeutics, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Field of business description | Cell therapy clinical development programs in spinal cord injury and oncology | |
Lineage ownership | 100.00% | |
Cell Cure Neurosciences Ltd [Member] | ||
Business Acquisition [Line Items] | ||
Field of business description | Products to treat age-related macular degeneration | |
Lineage ownership | 99.00% | [1] |
ES Cell International Pte., Ltd. [Member] | ||
Business Acquisition [Line Items] | ||
Field of business description | Stem cell products for research, including clinical grade cell lines produced under cGMP | |
Lineage ownership | 100.00% | |
OrthoCyte Corporation [Member] | ||
Business Acquisition [Line Items] | ||
Field of business description | Developing bone grafting products for orthopedic diseases and injuries | |
Lineage ownership | 99.80% | |
[1] | Includes shares owned by Lineage and ESI. |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Stock Options [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 17,692,000 | 15,374,000 | 16,054,000 | 15,103,000 | |
Lineage Warrants [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | [1] | 1,090,000 | 1,296,000 | 1,090,000 | 917,000 |
Restricted Stock Units [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 139,000 | 271,000 | 150,000 | 275,000 | |
[1] | Although the Lineage Warrants are classified as liabilities, these warrants are considered for dilutive earnings per share calculations in accordance with ASC 260, Earnings Per Share |
Schedule of Reconciliation of C
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 12,676 | $ 9,497 | ||
Restricted cash included in deposits and other long-term assets (see Note 15) | 568 | 599 | ||
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows | $ 13,244 | $ 10,096 | $ 8,796 | $ 24,399 |
Basis of Presentation, Liquid_4
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | May 02, 2020 | Sep. 11, 2019 | Jul. 31, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 10, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Entity Listings [Line Items] | |||||||||||
Retained Earnings (Accumulated Deficit) | $ 288,343 | $ 273,422 | |||||||||
Working capital | 38,700 | ||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 97,693 | $ 104,758 | $ 111,247 | $ 131,759 | $ 161,236 | $ 92,246 | |||||
Cash, Cash Equivalents, and Short-term Investments | 20,300 | ||||||||||
Promissory note amount | 24,400 | ||||||||||
Ownership percentage, description | On September 11, 2019, Lineage’s ownership percentage decreased from 24% to 16% when it sold 4.0 million shares of OncoCyte common stock. Accordingly, as the ownership percentage was reduced to less than 20%, Lineage is no longer considered to exercise significant influence over OncoCyte and is now accounting for its OncoCyte holdings as marketable equity securities. | ||||||||||
Deferred Revenue | $ 97 | ||||||||||
Lease payment rate, description | For lease classification determination, Lineage continues to use (i) greater to or equal to 75% to determine whether the lease term is a major part of the remaining economic life of the underlying asset and (ii) greater to or equal to 90% to determine whether the present value of the sum of lease payments is substantially all of the fair value of the underlying asset | ||||||||||
Accounting Standards Update 2016-02 [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
Leasehold improvements, book value | $ 1,900 | ||||||||||
Corresponding lease liabilities | 2,000 | ||||||||||
ASC 840 [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
Lease cumulative effect adjustment | $ 100 | ||||||||||
OncoCyte Corporation [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
Ownership percentage | 16.00% | 5.40% | 24.00% | ||||||||
Number of stock sold | 4,000,000 | 2,250,000 | 4,800,000 | ||||||||
Controlled Equity Offering [Member] | Sales Agreement [Member] | Cantor Fitzgerald And Co Member [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
Obligated common shares | $ 25,000 |
Schedule of Merger Consideratio
Schedule of Merger Consideration Transferred (Details) - Asterias Biotherapeutics, Inc. [Member] $ / shares in Units, $ in Thousands | Mar. 08, 2019USD ($)$ / sharesshares | |
Schedule of Equity Method Investments [Line Items] | ||
Outstanding Asterias common stock | 56,530,902 | [1] |
Exchange ratio | 0.710 | |
Lineage common shares issuable | 40,136,672 | |
Per share price of Lineage common shares | $ / shares | $ 1.31 | |
Purchase price | $ | $ 52,580 | |
Restricted Stock [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of restricted stock vested | 81,810 | |
Majority Shareholder [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Outstanding Asterias common stock | 34,783,333 | [1] |
Exchange ratio | 0.710 | |
Lineage common shares issuable | 24,695,898 | [2] |
Per share price of Lineage common shares | $ / shares | $ 1.31 | |
Purchase price | $ | $ 32,353 | |
Parent Company [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Outstanding Asterias common stock | 21,747,569 | |
Exchange ratio | 0.710 | |
Lineage common shares issuable | 15,440,774 | [3] |
Per share price of Lineage common shares | $ / shares | $ 1.31 | |
Purchase price | $ | $ 20,227 | [3] |
Number of shares issued | 58,085 | |
Ownership interest | 38.00% | |
[1] | Includes 81,810 58,085 | |
[2] | Net of a de minimis number of fractional shares which were paid in cash. | |
[3] | Estimated fair value for Lineage’s previously held 38 |
Schedule of Identifiable Tangib
Schedule of Identifiable Tangible and Intangible Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Jun. 30, 2020 | ||
Business Acquisition [Line Items] | |||
Estimated goodwill (c-a-b) | [1] | $ 10,672 | $ 10,672 |
Asterias Biotherapeutics, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 3,117 | ||
Prepaid expenses and other assets, current and noncurrent | 660 | ||
Machinery and equipment | 308 | ||
Long-lived intangible assets - royalty contracts | 650 | ||
Acquired in-process research and development ("IPR&D") | 46,540 | ||
Total assets acquired | 51,275 | ||
Accrued liabilities and accounts payable | 982 | ||
Liability classified warrants | 867 | ||
Deferred license revenue | 200 | ||
Long-term deferred income tax liability | 10,753 | ||
Total liabilities assumed | 12,802 | ||
Net assets acquired, excluding goodwill (a) | 38,473 | ||
Fair value of Lineage common shares held by Asterias (b) | 3,435 | ||
Total purchase price (c) | 52,580 | ||
Estimated goodwill (c-a-b) | $ 10,672 | ||
[1] | Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed in the Asterias Merger (see Note 3). |
Schedule of Valuation of Identi
Schedule of Valuation of Identifiable Intangible Assets and Their Estimated Useful Lives (Details) - Asterias Biotherapeutics, Inc. [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Asset Fair Value | $ 47,190 |
In Process Research and Development [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Asset Fair Value | 46,540 |
Royalty Contracts [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Asset Fair Value | $ 650 |
Useful Life (Years) | 5 years |
Asterias Merger (Details Narrat
Asterias Merger (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2019 | Mar. 08, 2019 | May 13, 2016 | Apr. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||||||
Closing price of common stock | $ 99,442 | $ 99,442 | $ 112,959 | ||||||||
Fair value of warrants percentage | 100.00% | 100.00% | |||||||||
Fair Value Adjustment of Warrants | $ 372 | ||||||||||
Common stock held in investment | 2,621,811 | ||||||||||
Share price, per share | $ 1.31 | $ 0.62 | |||||||||
Fair value of equity method investment, shares | 21,700 | 21,700 | |||||||||
Fair value calculation, description | The fair value of the Asterias shares was approximately $20.2 million as of March 8, 2019, the closing date of the Asterias Merger, based on $0.93 per share, which was calculated by multiplying: (a) $1.31, the closing price of Lineage common shares on such date; by (b) the Merger Exchange Ratio. | ||||||||||
Fair value of equity method investment, value | $ 13,500 | ||||||||||
Unrealized loss | $ 16,288 | ||||||||||
Equity Method Accounting for Common Stock of Asterias, at fair value [Text Block] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Unrealized loss | $ 6,700 | ||||||||||
General and Administrative Expense [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition related costs | $ 200 | $ 900 | $ 700 | $ 4,400 | |||||||
Common Stock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of warrants issued to purchase of common stock | 2,959,559 | ||||||||||
Exercise price | $ 4.37 | ||||||||||
Warrant term | five years | ||||||||||
Warrant expiration date | May 13, 2021 | ||||||||||
Asterias Warrants [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of warrants issued to purchase of common stock | 2,813,159 | ||||||||||
Lineage Warrants [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of warrants issued to purchase of common stock | 1,089,900 | 1,089,900 | |||||||||
Exercise price | $ 6.15 | $ 6.15 | |||||||||
Warrant expiration date | May 13, 2021 | May 13, 2021 | |||||||||
Fair Value Adjustment of Warrants | $ 495 | ||||||||||
AST Clinical Program [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Identifiable intangible asset acquired | $ 46,500 | ||||||||||
Royalty Contracts [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible asset, useful life | five years | ||||||||||
In Process Research and Development [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Identifiable intangible asset acquired | 31,700 | ||||||||||
California Institute for Regenerative Medicine [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Identifiable intangible asset acquired | $ 14,800 | ||||||||||
Parent Company [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair Value Adjustment of Warrants | $ 332 | ||||||||||
Exchange of shares | 251,835 | ||||||||||
Exchange for cash | $ 40 | ||||||||||
Asterias [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Upfront payment received | $ 1,000 | ||||||||||
Estimated purchase price | $ 200 | ||||||||||
Merger Consideration [Member] | Parent Company [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Stock-for-stock transaction | 24,695,898 | ||||||||||
Closing price of common stock | $ 32,400 | ||||||||||
Merger Consideration [Member] | Asterias [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Stock-for-stock transaction | 0.71 | ||||||||||
Merger Consideration [Member] | Asterias [Member] | Restricted Stock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Stock-for-stock transaction | 58,085 |
Accounting for Common Stock o_2
Accounting for Common Stock of OncoCyte, at Fair Value (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Sep. 11, 2019 | Jul. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 10, 2019 | Mar. 31, 2019 | Mar. 08, 2019 | Dec. 31, 2018 |
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Closing price per share | $ 1.31 | $ 0.62 | ||||||||||
Realized gain on equity method investment | $ (21,425) | $ 16,288 | ||||||||||
Unrealized gain on equity method investment | $ 16,288 | |||||||||||
Unrealized loss on equity method investment related to book cost basis | $ 2,200 | $ 3,700 | ||||||||||
OncoCyte Corporation [Member] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Number of stock sold | 4,000,000 | 2,250,000 | 4,800,000 | |||||||||
Number of stock sold, value | $ 6,500 | $ 4,200 | $ 10,900 | |||||||||
Ownership percentage | 16.00% | 5.40% | 5.40% | 24.00% | ||||||||
Number of shares owned | 3,600,000 | 3,600,000 | 8,400,000 | |||||||||
Fair value on investment | $ 6,900 | $ 6,900 | $ 19,000 | |||||||||
Closing price per share | $ 1.91 | $ 2.49 | $ 1.91 | $ 2.49 | $ 2.25 | $ 3.95 | $ 1.38 | |||||
Realized gain on equity method investment | $ 2,100 | $ 3,100 | ||||||||||
Unrealized gain on equity method investment | 4,000 | $ 21,400 | 4,200 | $ 16,300 | ||||||||
Number of shares remaining for sales | $ 1,800 | $ 500 | ||||||||||
OncoCyte Corporation and AgeX Therapeutics Inc [Member] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Ownership percentage | 28.00% | 28.00% | ||||||||||
Reduction in ownership percentage | 24.00% | 24.00% | ||||||||||
Closing price per share | $ 1.91 | $ 1.91 | $ 2.45 | $ 2.25 |
Sale of Significant Ownership_2
Sale of Significant Ownership Interest in AgeX to Juvenescence Limited (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Nov. 02, 2018 | Aug. 30, 2018 | Jun. 30, 2020 | Jun. 30, 2020 |
Entity Listings [Line Items] | ||||
Promissory Note principal and accrued interest | $ 24,400 | $ 24,400 | ||
Stock Purchase Agreement [Member] | Juvenescence Limited [Member] | ||||
Entity Listings [Line Items] | ||||
Number of share sold | 14,400,000 | |||
Sale of stock price per share | $ 3 | |||
Purchase price of shares | $ 43,200 | |||
Purchase price amount paid | $ 10,800 | |||
Indemnity cap | 4,300 | |||
Proceeds from public offering | $ 50,000 | |||
Stock Purchase Agreement [Member] | Juvenescence Limited [Member] | Series A Preferred Stock [Member] | ||||
Entity Listings [Line Items] | ||||
Debt conversion, price per share | $ 15.60 | |||
Stock Purchase Agreement [Member] | Juvenescence Limited [Member] | Promissory Note [Member] | ||||
Entity Listings [Line Items] | ||||
Purchase price amount paid | $ 21,600 | |||
Debt instrument interest rate | 7.00% | |||
Debt instrument maturity date | Aug. 30, 2020 | |||
Interest income debt | 378 | 756 | ||
Promissory Note principal and accrued interest | $ 24,400 | $ 24,400 | ||
Stock Purchase Agreement [Member] | Juvenescence Limited [Member] | Closing of Transaction [Member] | ||||
Entity Listings [Line Items] | ||||
Purchase price amount paid | $ 10,800 |
Schedule of Property and Equipm
Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Accumulated depreciation and amortization | $ (5,607) | $ (4,591) | |
Property, plant and equipment, net, and construction in progress | 7,142 | 8,175 | |
Equipment, Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 4,128 | 4,148 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,841 | 2,862 | |
Right-of-Use Assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | $ 5,780 | $ 5,756 |
[1] | Lineage adopted ASC 842 on January 1, 2019. For additional information on this standard and right-of-use assets and liabilities (see Notes 2 and 15). |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||||
Financing leases related to property and equipment | $ 96 | ||||
Depreciation, Depletion and Amortization | $ 210 | $ 244 | $ 423 | $ 513 | |
Proceeds from Sale of Property, Plant, and Equipment | 13 | ||||
Loss on sale of property plant equipment | 2 | ||||
Gain on sale of non-capitalized assets | $ 46 |
Schedule of Goodwill and Intang
Schedule of Goodwill and Intangible Assets, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | |
Goodwill | [1] | $ 10,672 | $ 10,672 |
Total intangible assets | 66,143 | 66,143 | |
Accumulated amortization | (18,726) | (17,895) | |
Intangible assets, net | 47,417 | 48,248 | |
IPR&D - OPC1 [Member] | |||
Total intangible assets | [2] | 31,700 | 31,700 |
IPR&D - VAC2 [Member] | |||
Total intangible assets | [2] | 14,840 | 14,840 |
Patents [Member] | |||
Total intangible assets | 18,953 | 18,953 | |
Royalty Contracts [Member] | |||
Total intangible assets | [2] | $ 650 | $ 650 |
[1] | Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed in the Asterias Merger (see Note 3). | ||
[2] | See Note 3 for information on the Asterias Merger which was consummated on March 8, 2019. |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Goodwill [Line Items] | ||||
Amortization of intangible assets | $ 831 | $ 992 | ||
Research and Development Expense [Member] | ||||
Goodwill [Line Items] | ||||
Amortization of intangible assets | $ 300 | $ 500 | $ 800 | $ 900 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 3,424 | $ 2,427 |
Accrued compensation | 1,177 | 1,549 |
Accrued liabilities | 763 | 1,246 |
PPP loan payable | 523 | |
Other current liabilities | 61 | 4 |
Total | $ 5,948 | $ 5,226 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Apr. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Entity Listings [Line Items] | |||
Separation payments | $ 700 | ||
Accrued compensation | $ 1,177 | $ 1,549 | |
Description of termination plan | Termination dates for these individuals range from August 9, 2019 to September 30, 2019. | ||
Asterias Biotherapeutics, Inc. [Member] | |||
Entity Listings [Line Items] | |||
Separation payments | $ 500 | ||
Description of termination plan | Termination dates for these individuals ranged from May 31, 2019 to June 28, 2019 | ||
Asterias Biotherapeutics, Inc. [Member] | General and Administrative Expense [Member] | |||
Entity Listings [Line Items] | |||
Accrued compensation | $ 2,000 | ||
Asterias Biotherapeutics, Inc. [Member] | Three Employees Member [Member] | |||
Entity Listings [Line Items] | |||
Separation payments | $ 2,000 | ||
Axos Bank [Member] | Paycheck Protection Program [Member] | |||
Entity Listings [Line Items] | |||
Loan received | $ 523 | ||
Percentage of forgiven amount | 40.00% |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | $ 112,080 | $ 125,478 |
Liabilities | 14,387 | 14,231 |
Cash and Cash Equivalents [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 12,676 | 9,497 |
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 12,676 | 9,497 |
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | ||
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | ||
Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 7,575 | 21,219 |
Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 7,575 | 21,219 |
Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | ||
Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | ||
Lineage Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 15 | 20 |
Lineage Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | ||
Lineage Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | ||
Lineage Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 15 | 20 |
Cell Cure Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 233 | 257 |
Cell Cure Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | ||
Cell Cure Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | ||
Cell Cure Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 233 | $ 257 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrealized loss recognized on warran | $ 3 | |
Unrealized gain recognized on warrant | $ 4 | |
Cell Cure Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrealized loss recognized on warran | $ 2 | |
Unrealized gain recognized on warrant | $ 25 |
Related Party Transaction (Deta
Related Party Transaction (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2020shares | Sep. 30, 2019shares | Jul. 31, 2019shares | Apr. 30, 2019shares | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)a | |
Broadwood Partners, L.P [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Shares issued for settlement of warrants in connection with merger | shares | 251,835 | |||||
Number of shares issued | shares | 623,090 | 2,000,000 | 1,000,000 | |||
Broadwood Partners, L.P [Member] | Neal Bradsher [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Legal expenses | $ 350,000 | |||||
Office space in New York City [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Rent per month | $ 5,050 | |||||
Area of office space square feet | a | 900 | |||||
Lease expires date | March 2021 | |||||
OncoCyte Corporation and AgeX Therapeutics Inc [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Markup rate on allocated costs | 5.00% | |||||
Term of payment | 30 days | |||||
Interest rate charged on unpaid and overdue invoices | 15.00% | |||||
Usage fee | $ 670,000 | $ 1,395,000 | ||||
Offset against general and administrative expenses | 179,000 | 411,000 | ||||
Offset against research and development expenses | $ 491,000 | 984,000 | ||||
Receivable from affiliates | $ 7,000 |
Schedule of Shareholders' Equit
Schedule of Shareholders' Equity (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
BALANCE AT APRIL 1, 2019 | $ 104,758 | $ 111,247 | $ 161,236 | $ 92,246 | $ 111,247 | $ 92,246 |
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes | (11) | (2) | (2) | (75) | ||
Stock-based compensation | 606 | 626 | 762 | 1,361 | ||
Foreign currency translation loss | (1,120) | 1,315 | (487) | (732) | 195 | (1,219) |
Financing related fees | (10) | |||||
Shares issued in connection with the Asterias Merger | 32,353 | |||||
Shares retired in connection with the Asterias Merger | (3,435) | |||||
Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services | 79 | |||||
Adjustment upon adoption of leasing standard | 143 | |||||
Shares issued for settlement of BioTime Warrants | 302 | |||||
NET INCOME/(LOSS) | (6,530) | (8,428) | (30,052) | 39,296 | (14,958) | 9,244 |
BALANCE AT JUNE 30, 2019 | 97,693 | 104,758 | 131,759 | 161,236 | 97,693 | 131,759 |
Preferred Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
BALANCE AT APRIL 1, 2019 | ||||||
Balance, shares | ||||||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes | ||||||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees taxes, shares | ||||||
Stock-based compensation | ||||||
Foreign currency translation loss | ||||||
Shares issued in connection with the Asterias Merger | ||||||
Shares issued in connection with the Asterias Merger | ||||||
Shares retired in connection with the Asterias Merger | ||||||
Shares retired in connection with the Asterias Merger | ||||||
Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services | ||||||
Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services | ||||||
Adjustment upon adoption of leasing standard | ||||||
Shares issued for settlement of BioTime Warrants | ||||||
Shares issued for settlement of BioTime Warrants, shares | ||||||
NET INCOME/(LOSS) | ||||||
BALANCE AT JUNE 30, 2019 | ||||||
Balance, shares | ||||||
Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
BALANCE AT APRIL 1, 2019 | $ 387,686 | $ 387,062 | $ 384,553 | $ 354,270 | $ 387,062 | $ 354,270 |
Balance, shares | 149,818 | 149,804 | 149,388 | 127,136 | 149,804 | 127,136 |
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes | $ (11) | $ (2) | $ (2) | $ (75) | ||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees taxes, shares | 13 | 14 | 3 | 118 | ||
Stock-based compensation | $ 606 | $ 626 | $ 762 | $ 1,361 | ||
Foreign currency translation loss | ||||||
Financing related fees | (10) | |||||
Shares issued in connection with the Asterias Merger | $ 32,353 | |||||
Shares issued in connection with the Asterias Merger | 24,696 | |||||
Shares retired in connection with the Asterias Merger | $ (3,435) | |||||
Shares retired in connection with the Asterias Merger | (2,622) | |||||
Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services | $ 79 | |||||
Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services | 60 | |||||
Adjustment upon adoption of leasing standard | ||||||
Shares issued for settlement of BioTime Warrants | $ 302 | |||||
Shares issued for settlement of BioTime Warrants, shares | 252 | |||||
NET INCOME/(LOSS) | ||||||
BALANCE AT JUNE 30, 2019 | $ 388,271 | $ 387,686 | $ 385,615 | $ 384,553 | $ 388,271 | $ 385,615 |
Balance, shares | 149,831 | 149,818 | 149,643 | 149,388 | 149,831 | 149,643 |
Accumulated Deficit [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
BALANCE AT APRIL 1, 2019 | $ (281,821) | $ (273,422) | $ (222,403) | $ (261,856) | $ (273,422) | $ (261,856) |
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes | ||||||
Stock-based compensation | ||||||
Foreign currency translation loss | ||||||
Shares issued in connection with the Asterias Merger | ||||||
Shares retired in connection with the Asterias Merger | ||||||
Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services | ||||||
Adjustment upon adoption of leasing standard | 143 | |||||
Shares issued for settlement of BioTime Warrants | ||||||
NET INCOME/(LOSS) | (6,522) | (8,399) | (30,032) | 39,310 | ||
BALANCE AT JUNE 30, 2019 | (288,343) | (281,821) | (252,435) | (222,403) | (288,343) | (252,435) |
Noncontrolling Inteests Deficit [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
BALANCE AT APRIL 1, 2019 | (1,741) | (1,712) | (1,608) | (1,594) | (1,712) | (1,594) |
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes | ||||||
Stock-based compensation | ||||||
Foreign currency translation loss | ||||||
Shares issued in connection with the Asterias Merger | ||||||
Shares retired in connection with the Asterias Merger | ||||||
Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services | ||||||
Adjustment upon adoption of leasing standard | ||||||
Shares issued for settlement of BioTime Warrants | ||||||
NET INCOME/(LOSS) | (8) | (29) | (20) | (14) | ||
BALANCE AT JUNE 30, 2019 | (1,749) | (1,741) | (1,628) | (1,608) | (1,749) | (1,628) |
AOCI Attributable to Parent [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
BALANCE AT APRIL 1, 2019 | 634 | (681) | 694 | 1,426 | (681) | 1,426 |
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes | ||||||
Stock-based compensation | ||||||
Foreign currency translation loss | (1,120) | 1,315 | (487) | (732) | ||
Shares issued in connection with the Asterias Merger | ||||||
Shares retired in connection with the Asterias Merger | ||||||
Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services | ||||||
Adjustment upon adoption of leasing standard | ||||||
Shares issued for settlement of BioTime Warrants | ||||||
NET INCOME/(LOSS) | ||||||
BALANCE AT JUNE 30, 2019 | $ (486) | $ 634 | $ 207 | $ 694 | $ (486) | $ 207 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Jul. 31, 2017 | Jun. 30, 2020 | May 02, 2020 | Dec. 31, 2019 | |
Entity Listings [Line Items] | ||||
Preferred shares, shares authorized | 2,000,000 | 2,000,000 | ||
Preferred shares, shares issued | 0 | 0 | ||
Preferred shares, shares outstanding | 0 | 0 | ||
Common stock, shares authorized | 250,000,000 | 250,000,000 | ||
Common stock, no par value | $ 0 | $ 0 | ||
Common stock, issued | 149,831,347 | 149,804,284 | ||
Common stock, outstanding | 149,831,347 | 149,804,284 | ||
Cell Cure Warrants [Member] | Consultants [Member] | ||||
Entity Listings [Line Items] | ||||
Warrants issued to purchase ordinary shares | 13,738 | |||
Warrants expiring period, description | expire in October 2020 and January 2024 | |||
Hadasit Bio-Holdings Ltd. [Member] | ||||
Entity Listings [Line Items] | ||||
Warrants issued to purchase ordinary shares | 24,566 | |||
Warrants exercise price per share | $ 40.5359 | |||
Warrant expiration date | July 2022 | |||
Asterias Biotherapeutics, Inc. [Member] | ||||
Entity Listings [Line Items] | ||||
Warrants issued to purchase ordinary shares | 1,089,900 | |||
Warrants exercisable term | 30 days | |||
Warrants exercise price per share | $ 6.15 | |||
Warrant expiration date | May 13, 2021 | |||
Maximum [Member] | Cell Cure Warrants [Member] | Consultants [Member] | ||||
Entity Listings [Line Items] | ||||
Warrants exercise price per share | $ 40 | |||
Minimum [Member] | Cell Cure Warrants [Member] | Consultants [Member] | ||||
Entity Listings [Line Items] | ||||
Warrants exercise price per share | $ 32.02 | |||
Cantor Fitzgerald And Co Member [Member] | 2017 Sales Agreement [Member] | ||||
Entity Listings [Line Items] | ||||
Share value available for sale | $ 0 | |||
Percentage of commission payable | 3.00% | |||
Cantor Fitzgerald And Co Member [Member] | 2017 Sales Agreement [Member] | Maximum [Member] | ||||
Entity Listings [Line Items] | ||||
Aggregate offering price | $ 25,000,000 |
Schedule of Share-based Compens
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity and Other Stock Options (Details) - Stock Option Plan of 2012 [Member] | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Available for Grant, Beginning balance | 9,157,000 |
Number of Options Outstanding, Beginning balance | 14,710,000 |
Number of RSUs Outstanding, Beginning balance | 166,000 |
Weighted Average Exercise Price of Options Outstanding, beginning balance | $ / shares | $ 2.17 |
Shares Available for Grant, Restricted stock units vested | |
Number of Options Outstanding, Restricted stock units vested | |
Number of RSUs Outstanding, Restricted stock units vested | (42,000) |
Weighted Average Exercise Price of Options, Restricted stock units vested | $ / shares | |
Shares Available for Grant, Options granted | (4,946,000) |
Number of Options Outstanding, Options granted | 4,946,000 |
Number of RSUs Outstanding, Options granted | |
Weighted Average Exercise Price of Options Outstanding, Options granted | $ / shares | $ 0.70 |
Shares Available for Grant, Options Exercised | |
Number of Options Outstanding, Options exercised | |
Number of RSUs Outstanding, Options exercised | |
Weighted Average Exercise Price of Options, Options exercised | $ / shares | |
Shares Available for Grant, Options expired/forfeited/cancelled | 3,211,000 |
Number of Options Outstanding, Options expired/forfeited/cancelled | (3,211,000) |
Number of RSUs Outstanding, Options expired/forfeited/cancelled | |
Weighted Average Exercise Price of Options Outstanding, Options expired/forfeited/cancelled | $ / shares | $ 2.67 |
Shares Available for Grant, Ending balance | 7,422,000 |
Number of Options Outstanding, Ending balance | 16,445,000 |
Number of RSUs Outstanding, Ending balance | 124,000 |
Weighted Average Exercise Price of Options Outstanding, end balance | $ / shares | $ 1.63 |
Number of Options Outstanding, Options exercisable | 8,090,000 |
Weighted Average Exercise Price of Options Outstanding, Options exercisable | $ / shares | $ 2.31 |
Schedule of Share-based Compe_2
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity (Details) - Asterias 2013 Equity Incentive Plan [Member] - Asterias Biotherapeutics, Inc. [Member] | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Available for Grant, Beginning balance | 4,840,000 |
Number of Options Outstanding, Beginning balance | 350,000 |
Weighted Average Exercise Price of Options Outstanding, beginning balance | $ / shares | $ 1.57 |
Shares Available for Grant, Options granted | |
Number of Options Outstanding, Options granted | |
Weighted Average Exercise Price of Options Outstanding, Options granted | $ / shares | |
Shares Available for Grant, Options Exercised | |
Number of Options Outstanding, Options exercised | |
Shares Available for Grant, Options expired/forfeited/cancelled | |
Weighted Average Exercise Price of Options Outstanding, Options expired/forfeited/cancelled | $ / shares | |
Shares Available for Grant, Ending balance | 4,840,000 |
Number of Options Outstanding, Ending balance | 350,000 |
Weighted Average Exercise Price of Options Outstanding, end balance | $ / shares | $ 1.57 |
Number of Options Outstanding, Options exercisable | 109,000 |
Weighted Average Exercise Price of Options Outstanding, Options exercisable | $ / shares | $ 1.57 |
Schedule of Weighted Average As
Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options (Details) - 2012 Plan [Member] | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years) | 6 years 3 months | 6 years 1 month 6 days |
Expected life (in years) | 0.80% | 2.50% |
Expected life (in years) | 67.50% | 60.20% |
Expected life (in years) | 0.00% | 0.00% |
Schedule of Stock Based Compens
Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 606 | $ 762 | $ 1,232 | $ 2,202 |
Research and Development Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 121 | 161 | 217 | 283 |
General and Administrative Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 485 | $ 601 | $ 1,015 | $ 1,919 |
Stock-Based Awards (Details Nar
Stock-Based Awards (Details Narrative) - shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
2012 Equity Incentive Plan [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for grant | 24,000,000 | ||
Options granted term | 10 years | ||
Asterias 2013 Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for grant | 7,309,184 | 5,189,520 | |
Number of restricted stock units | 84,940 | ||
Common shares issued | 60,304 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | |
Entity Listings [Line Items] | |||
Deferred tax assets, valuation allowance | $ 1.2 | $ 7.4 | |
Income tax, benefit | $ 5.6 | ||
Asterias Biotherapeutics, Inc. [Member] | |||
Entity Listings [Line Items] | |||
Deferred tax liability | $ 10.8 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information (Details) - Asterias Biotherapeutics, Inc. [Member] - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 13 | $ 17 |
Issuance of common shares for merger | 32,353 | |
Assumption of liabilities | 1,136 | |
Assumptions of warrants | $ 867 |
Schedule of Supplemental Cash_2
Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 797 | $ 670 |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from financing leases | 13 | 17 |
Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from financing leases | 17 | 14 |
Right of use assets obtained in exchange for lease obligations: Operating leases | 29 | 89 |
Right of use assets obtained in exchange for lease obligations: Financing leases |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 |
Loss Contingencies [Line Items] | |||
Right-of-use lease liabilities, noncurrent | $ 3,276 | $ 3,868 | |
Property and equipment, gross | 96 | 96 | |
Accumulated depreciation | (57) | (48) | |
Property and equipment, net | 39 | 48 | |
Current liabilities | 31 | 33 | |
Long-term liabilities | 62 | 77 | |
Total finance lease liabilities | $ 93 | $ 110 | |
Weighted average remaining lease term Operating leases | 3 years 8 months 12 days | 4 years 1 month 6 days | |
Weighted average remaining lease term Finance leases | 2 years 10 months 24 days | 3 years 4 months 24 days | |
Weighted average discount rate Operating leases | 9.10% | 9.10% | |
Weighted average discount rate Finance leases | 10.20% | 10.00% | |
Operating Lease Liability [Member] | |||
Loss Contingencies [Line Items] | |||
Right-of-use assets, net | $ 4,077 | $ 4,666 | |
Right-of-use lease liabilities, current | 1,210 | 1,190 | |
Right-of-use lease liabilities, noncurrent | 3,276 | 3,868 | |
Total operating lease liabilities | $ 4,486 | $ 5,058 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Commitments (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Loss Contingencies [Line Items] | ||
Total | $ 93 | $ 110 |
Operating Lease Liability [Member] | ||
Loss Contingencies [Line Items] | ||
2020 | 800 | |
2021 | 1,539 | |
2022 | 1,518 | |
2023 | 400 | |
2024 | 308 | |
Thereafter | 790 | |
Total lease payments | 5,355 | |
Less imputed interest | (869) | |
Total | 4,486 | $ 5,058 |
Finance Lease Liability [Member] | ||
Loss Contingencies [Line Items] | ||
2020 | 21 | |
2021 | 36 | |
2022 | 36 | |
2023 | 15 | |
2024 | ||
Thereafter | ||
Total lease payments | 108 | |
Less imputed interest | (15) | |
Total | $ 93 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | May 06, 2020GBP (£) | Jan. 31, 2020USD ($) | Aug. 13, 2019USD ($) | Jan. 28, 2019USD ($) | Jan. 28, 2019ILS (₪) | Jan. 05, 2019USD ($) | Apr. 02, 2018USD ($) | Apr. 02, 2018ILS (₪) | Jan. 28, 2018ft²m² | Dec. 31, 2015ft² | Apr. 30, 2021GBP (£) | Jan. 31, 2021GBP (£) | Sep. 30, 2020GBP (£) | Apr. 30, 2020USD ($)ft² | Aug. 31, 2019USD ($) | May 31, 2019ft² | Jan. 31, 2019USD ($) | Dec. 31, 2015ft² | Jun. 30, 2020USD ($)ft²m² | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Feb. 01, 2020USD ($) | Aug. 01, 2019USD ($)ft² | Jan. 24, 2019USD ($) | Dec. 31, 2018USD ($) |
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Access fees payable | $ 2,500,000 | ||||||||||||||||||||||||
Loss contingency, agreed-in-principle fee claim | $ 200,000 | ||||||||||||||||||||||||
Royalty percentage | 21.50% | ||||||||||||||||||||||||
Milestone aggregate amount | $ 3,500,000 | ||||||||||||||||||||||||
License fees and related expenses | 5,000 | $ 33,000 | |||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Minimum annual maintenance fees | $ 30,000 | ||||||||||||||||||||||||
GBP [Member] | License Agreement [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Agreed signature fee amount | £ | £ 1,250,000 | £ 500,000 | |||||||||||||||||||||||
Clinical regulatory milestone | £ | 8,000,000 | ||||||||||||||||||||||||
Sales related milestones | £ | £ 22,500,000 | ||||||||||||||||||||||||
GBP [Member] | License Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Agreed signature fee amount | £ | £ 250,000 | £ 500,000 | |||||||||||||||||||||||
Cell Cure [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Rentable area | ft² | 10,054 | ||||||||||||||||||||||||
Lease, renewal term | five years | ||||||||||||||||||||||||
Lease area | m² | 934 | ||||||||||||||||||||||||
Base rent and construction allowance per month | $ 26,000 | ||||||||||||||||||||||||
Cell Cure [Member] | NIS [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Base rent and construction allowance per month | ₪ | ₪ 93,827 | ||||||||||||||||||||||||
Office space in New York City [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Rentable area | ft² | 900 | ||||||||||||||||||||||||
Base rent | $ 5,050 | ||||||||||||||||||||||||
Industrial Microbes, Inc [Member] | Alameda Sublease [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Lease commencement date | Apr. 24, 2020 | ||||||||||||||||||||||||
Lease expiration date | Jan. 31, 2023 | ||||||||||||||||||||||||
Base rent | $ 28 | ||||||||||||||||||||||||
Base rent increase rate | 3.00% | ||||||||||||||||||||||||
Security deposit | $ 56,000 | ||||||||||||||||||||||||
Lease area | ft² | 10,000 | ||||||||||||||||||||||||
Orbit Biomedical Limited [Member] | Research and Option Agreement [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Access fees payable | $ 2,500,000 | ||||||||||||||||||||||||
Access fees | $ 1,250,000 | $ 1,250,000 | |||||||||||||||||||||||
Gyroscope Therapeutics Limited [Member] | Second Amendment [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Agreed signature fee amount | $ 500,000 | ||||||||||||||||||||||||
Gyroscope Therapeutics Limited [Member] | Upon Signing [Member] | Second Amendment [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Extension fees | 200,000 | ||||||||||||||||||||||||
Gyroscope Therapeutics Limited [Member] | Latter of October 30, 2020 [Member] | Second Amendment [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Extension fees | $ 300,000 | ||||||||||||||||||||||||
Future Years [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Minimum annual maintenance fees | 60,000 | ||||||||||||||||||||||||
Carlsbad Lease [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Rentable area | ft² | 8,841 | ||||||||||||||||||||||||
Lease commencement date | Aug. 1, 2019 | ||||||||||||||||||||||||
Lease expiration date | Oct. 31, 2022 | ||||||||||||||||||||||||
Alameda Lease [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Rentable area | ft² | 30,795 | 30,795 | |||||||||||||||||||||||
Lease commencement date | Feb. 1, 2016 | ||||||||||||||||||||||||
Lease expiration date | Jan. 31, 2023 | ||||||||||||||||||||||||
Base rent | $ 72,676 | $ 17,850 | |||||||||||||||||||||||
Base rent increase rate | 3.00% | 3.00% | |||||||||||||||||||||||
Security deposit | 78,000 | $ 424,000 | $ 17,850 | ||||||||||||||||||||||
Number of buildings for lease, description | two buildings | ||||||||||||||||||||||||
Lease term | seven years | ||||||||||||||||||||||||
Lease, renewal term | five years | ||||||||||||||||||||||||
Security deposit reduction in value | $ 78,000 | ||||||||||||||||||||||||
Alameda Lease [Member] | First Twenty-Four Months [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Rentable area | ft² | 7,000 | ||||||||||||||||||||||||
Proceeds from Construction in Progress | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Construction allowances of leasehold improvements | $ 1,100,000 | ||||||||||||||||||||||||
Proceeds from Construction in Progress | NIS [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Base rent | 37,882 | ||||||||||||||||||||||||
Construction allowances of leasehold improvements | ₪ | ₪ 4,000,000 | ||||||||||||||||||||||||
Proceeds from Construction in Progress | December 31, 2018 Exchange Rate [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Base rent | $ 11,000 | ||||||||||||||||||||||||
Proceeds from Construction in Progress | Cell Cure [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Rentable area | ft² | 7,842 | ||||||||||||||||||||||||
Lease expiration date | Dec. 31, 2025 | Dec. 31, 2020 | |||||||||||||||||||||||
Lease area | m² | 728.5 | ||||||||||||||||||||||||
Number of years lease can be extended | 5 years | ||||||||||||||||||||||||
Lease option to extend, description | lease that expires on December 31, 2025, with two options to extend the lease for five years each (the “January 2018 Lease”). | ||||||||||||||||||||||||
January 2018 Lease [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Deposit | $ 388,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) $ in Millions | Aug. 04, 2020USD ($) |
Subsequent Event [Member] | Asterias Biotherapeutics, Inc. [Member] | |
Subsequent Event [Line Items] | |
[custom:TerminationRefundLiabilityAmount] | $ 0.8 |