Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 05, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
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 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 93.9 | ||
Entity Common Stock, Shares Outstanding | 161,637,890 | ||
ICFR Auditor Attestation Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 32,585 | $ 9,497 | |
Marketable equity securities | 8,977 | 21,219 | |
Promissory note from Juvenescence (Note 5) | 23,616 | ||
Trade accounts and grants receivable, net | 4 | 317 | |
Receivables from affiliates, net | 7 | ||
Prepaid expenses and other current assets | 2,433 | 2,863 | |
Total current assets | 43,999 | 57,519 | |
NONCURRENT ASSETS | |||
Property and equipment, net (Notes 6 and 14) | 5,630 | 8,175 | |
Deposits and other long-term assets | 616 | 864 | |
Goodwill | [1] | 10,672 | 10,672 |
Intangible assets, net | 47,032 | 48,248 | |
TOTAL ASSETS | 107,949 | 125,478 | |
CURRENT LIABILITIES | |||
Accounts payable and accrued liabilities | 6,813 | 5,226 | |
Financing lease and right-of-use liabilities, current portion (Note 14) | 762 | 1,223 | |
Deferred revenues | 193 | 45 | |
Liability classified warrants, current portion | 1 | ||
Total current liabilities | 7,769 | 6,494 | |
LONG-TERM LIABILITIES | |||
Deferred tax liability | 2,076 | 3,315 | |
Deferred revenues, net of current portion | 200 | ||
Right-of-use lease liability, net of current portion (Note 14) | 2,514 | 3,868 | |
Financing lease, net of current portion | 26 | 77 | |
Liability classified warrants and other long-term liabilities | 437 | 277 | |
TOTAL LIABILITIES | 12,822 | 14,231 | |
Commitments and contingencies (Note 14) | |||
SHAREHOLDERS’ EQUITY | |||
Preferred shares, no par value, authorized 2,000 shares; none issued and outstanding as of December 31, 2020 and 2019, respectively | |||
Common shares, no par value, authorized 250,000 shares; 153,096 and 149,804 shares issued and outstanding as of December 31, 2020 and 2019, respectively | 393,944 | 387,062 | |
Accumulated other comprehensive loss | (3,667) | (681) | |
Accumulated deficit | (294,078) | (273,422) | |
Lineage Cell Therapeutics, Inc. shareholders’ equity | 96,199 | 112,959 | |
Noncontrolling interest (deficit) | (1,072) | (1,712) | |
Total shareholders’ equity | 95,127 | 111,247 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 107,949 | $ 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). |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 153,095,883 | 149,804,284 |
Common stock, shares outstanding | 153,095,883 | 149,804,284 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUES: | ||
Grant revenue | $ 1,053 | $ 2,037 |
Royalties from product sales and license fees | 773 | 1,221 |
Sale of research products and services | 257 | |
Total revenues | 1,826 | 3,515 |
Cost of sales | (385) | (412) |
Gross profit | 1,441 | 3,103 |
OPERATING EXPENSES: | ||
Research and development | 12,317 | 17,948 |
General and administrative | 15,571 | 24,031 |
Total operating expenses | 27,888 | 41,979 |
Loss from operations | (26,447) | (38,876) |
OTHER INCOME, NET: | ||
Interest income, net | 1,039 | 1,685 |
Gain on sale of marketable securities | 4,560 | 2,421 |
Gain on sale of equity method investment in OncoCyte | 546 | |
Unrealized loss on marketable equity securities | (3,782) | (2,898) |
Unrealized gain on equity method investment in OncoCyte at fair value | 8,001 | |
Unrealized gain on equity method investment in Asterias at fair value | 6,744 | |
Unrealized (loss) gain on warrant liability | (174) | 611 |
Other income, net | 2,880 | 2,532 |
Total other income, net | 4,523 | 19,642 |
LOSS BEFORE INCOME TAXES | (21,924) | (19,234) |
Income tax benefit | 1,239 | 7,407 |
NET LOSS | (20,685) | (11,827) |
Net loss attributable to noncontrolling interest | 36 | 118 |
NET LOSS ATTRIBUTABLE TO LINEAGE | $ (20,649) | $ (11,709) |
NET LOSS PER COMMON SHARE: | ||
BASIC AND DILUTED | $ (0.14) | $ (0.08) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: | ||
BASIC AND DILUTED | 150,044 | 145,533 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
NET LOSS | $ (20,685) | $ (11,827) |
Other comprehensive loss, net of tax: | ||
Foreign currency translation adjustments, net of tax | (2,986) | (2,107) |
COMPREHENSIVE LOSS | (23,671) | (13,934) |
Less: comprehensive loss attributable to noncontrolling interest | 36 | 118 |
COMPREHENSIVE LOSS ATTRIBUTABLE TO LINEAGE COMMON SHAREHOLDERS | $ (23,635) | $ (13,816) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2018 | $ 354,270 | $ (261,856) | $ (1,594) | $ 1,426 | $ 92,246 | |
Balance, shares at Dec. 31, 2018 | 127,136 | |||||
Shares issued in connection with the Asterias Merger | $ 32,352 | 32,352 | ||||
Shares issued in connection with the Asterias Merger, shares | 24,696 | |||||
Shares retired in connection with the Asterias Merger | $ (3,435) | (3,435) | ||||
Shares retired in connection with the Asterias Merger, shares | (2,622) | |||||
Shares issued for settlement of Lineage Warrants | $ 302 | 302 | ||||
Shares issued for settlement of Lineage Warrants, shares | 252 | |||||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes | $ (110) | (110) | ||||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes, shares | 189 | |||||
Shares issued for services, shares | ||||||
Stock-based compensation | $ 3,501 | 3,501 | ||||
Stock-based compensation, shares | ||||||
Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services | $ 79 | 79 | ||||
Stock-based compensation for shares issued upon vesting of Asterias restricted stock units attributable to post combination services, shares | 60 | |||||
Shares issued through ATM | $ 103 | 103 | ||||
Shares issued through ATM, shares | 93 | |||||
Adjustment upon adoption of leasing standard | 143 | 143 | ||||
Foreign currency translation gain (loss) | (2,107) | (2,107) | ||||
NET LOSS | (11,709) | (118) | (11,827) | |||
Ending balance, value at Dec. 31, 2019 | $ 387,062 | (273,422) | (1,712) | (681) | 111,247 | |
Balance, shares at Dec. 31, 2019 | 149,804 | |||||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes | $ (27) | (27) | ||||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees' taxes, shares | 47 | |||||
Shares issued for services | $ 119 | 119 | ||||
Shares issued for services, shares | 150 | |||||
Stock-based compensation | $ 2,227 | 2,227 | ||||
Stock-based compensation, shares | ||||||
Shares issued through ATM | $ 5,404 | 5,404 | ||||
Shares issued through ATM, shares | 3,095 | |||||
Financing related fees | $ (209) | (209) | ||||
Dissolution of BioTime Asia | (676) | (7) | 676 | (7) | ||
Hadasit non-cash warrant exercise | 44 | 44 | ||||
Foreign currency translation gain (loss) | (2,986) | (2,986) | ||||
NET LOSS | (20,649) | (36) | (20,685) | |||
Ending balance, value at Dec. 31, 2020 | $ 393,944 | $ (294,078) | $ (1,072) | $ (3,667) | $ 95,127 | |
Balance, shares at Dec. 31, 2020 | 153,096 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss attributable to Lineage | $ (20,649) | $ (11,709) |
Net loss attributable to noncontrolling interest | (36) | (118) |
Adjustments to reconcile net loss attributable to Lineage to net cash used in operating activities: | ||
Unrealized gain on equity method investment in OncoCyte at fair value | (8,001) | |
Unrealized gain on equity method investment in Asterias at fair value | (6,744) | |
Gain on sale of marketable equity securities | (4,560) | (2,967) |
Unrealized loss on marketable equity securities | 3,782 | 2,898 |
Income tax benefit | (1,239) | (7,407) |
Depreciation expense, including amortization of leasehold improvements | 823 | 1,002 |
Amortization of right-of-use assets | 72 | 129 |
Amortization of intangible assets | 1,216 | 1,998 |
Stock-based compensation | 2,227 | 3,580 |
Common stock issued for services | 119 | |
Change in unrealized loss (gain) on warrant liability | 174 | (611) |
Write-off of security deposit | 150 | |
Amortization of deferred license fee | (200) | |
Foreign currency remeasurement and other (gain) loss | (2,957) | (2,367) |
(Gain) loss on sale of assets | (20) | 273 |
Realized loss on warrant exercise | 44 | |
Dividend received | 182 | |
Changes in operating assets and liabilities: | ||
Accounts and grants receivable, net | 287 | 467 |
Accrued interest receivable | (1,008) | (1,512) |
Receivables from affiliates, net of payables | 7 | 2,105 |
Prepaid expenses and other current assets | 1,575 | (260) |
Accounts payable and accrued liabilities | 308 | (2,885) |
Deferred revenue and other liabilities | 132 | |
Net cash used in operating activities | (19,753) | (31,947) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of OncoCyte common shares | 10,941 | 10,738 |
Proceeds from the sale of AgeX common shares | 1,290 | 1,734 |
Proceeds from the sale of Hadasit common shares | 830 | 1,743 |
Cash and cash equivalents acquired in the Asterias Merger | 3,117 | |
Purchase of property and equipment | (64) | (440) |
Proceeds from sale of assets | 23 | 82 |
Security deposit paid and other | 18 | (17) |
Net cash provided by investing activities | 13,038 | 16,957 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from payment of Juvenescence promissory note | 24,624 | |
Common shares received and retired for employee taxes paid | (27) | (110) |
Proceeds from sale of subsidiary warrants | (40) | |
Proceeds from sale of common shares | 5,127 | 103 |
Payments for offering costs | (356) | |
Repayment of financing lease liabilities | (26) | (30) |
Proceeds from Paycheck Protection Program (“PPP”) Loan (Note 8) | 523 | |
Reimbursement from landlord on tenant improvements | 764 | |
Repayment of principal portion of promissory notes | (70) | |
Net cash provided by financing activities | 29,865 | 617 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (63) | 70 |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 23,087 | (14,303) |
At beginning of year | 10,096 | 24,399 |
At end of year | 33,183 | 10,096 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during year for interest | 20 | 28 |
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Receivable from sale of common shares in at the market offering | 269 | |
Receivable from sale of AgeX common shares | 41 | |
Issuance of common shares for the Asterias Merger (Note 3) | 32,353 | |
Assumption of liabilities in the Asterias Merger | 982 | |
Assumption of warrants in the Asterias Merger | 867 | |
Issuance of common shares for settlement of Lineage Warrants | $ 332 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Liquidity | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Basis of Presentation and Liquidity | 1. Organization, Basis of Presentation and Liquidity General – Lineage has three ● OpRegen ® ● OPC1 ● VAC2 In addition to seeking to create value for shareholders by developing product candidates and other technologies through our clinical development programs, we also seek to create value from our technologies through partnering and strategic transactions. We founded two companies that later became publicly traded companies: OncoCyte Corporation (“OncoCyte”) and AgeX Therapeutics, Inc. (“AgeX”). During the year ended December 31, 2020, we received approximately $ 12.6 24.6 We no longer hold any common stock in AgeX. The value of our OncoCyte holdings as of March 5, 2021, was approximately $ 4.2 Though our principal focus is on advancing our three cell therapy programs currently in clinical development, we may seek to create additional value through corporate transactions, as we have in the past, or by initiating new programs using our protocols or with new protocols and cell lines. Asterias Merger On November 7, 2018, Lineage, Asterias Biotherapeutics, Inc. (“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, 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 focused on developing and commercializing laboratory-developed tests to serve unmet medical needs across the cancer care continuum. As of December 31, 2020, Lineage owned approximately 3.6 5.4% Use of estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period with consideration given to materiality. Significant estimates and assumptions which are subject to significant judgment include those related to going concern assessment of consolidated financial statements, useful lives associated with long-lived assets, including evaluation of asset impairment, allowances for uncollectible accounts receivables, loss contingencies, deferred income taxes and tax reserves, including valuation allowances related to deferred income taxes, and assumptions used to value stock-based awards, debt or other equity instruments. Actual results could differ materially from those estimates. Principles of consolidation Lineage’s consolidated 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 December 31, 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”) Development and manufacturing of Lineage’s cell replacement platform technology 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 (“OrthoCyte”) 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 December 31, 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 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 million through the sale of common shares (“ATM Shares”) from time to time in at-the-market transactions under the Sales Agreement. As of December 31, 2020, Lineage raised $ 5.1 million in gross proceeds under the Sales Agreement (which excludes $ 0.3 19.9 million in gross proceeds under the Sales Agreement (which includes $ 0.3 25 million of ATM Shares. At December 31, 2020, Lineage had an accumulated deficit of approximately $ 294.1 36.2 95.1 41.6 On March 8, 2019, Asterias became Lineage’s wholly owned subsidiary, and Lineage began consolidating Asterias’ operations and results with its operations and results (see Note 3). 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 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Business Combinations Marketable Equity Securities 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 20% Revenue Recognition ASU 2014-09, Revenues from Contracts with Customers (Topic 606), 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 December 31, 2020, deferred grant revenue was $ 193,000 Basic and diluted net income (loss) per share attributable to common shareholders For the years ended December 31, 2020 and 2019, respectively, Lineage reported a net loss attributable to common shareholders, and therefore, all potentially dilutive common shares were considered antidilutive for those periods. The following 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 Years Ended December 31, 2020 2019 Stock options 16,215 15,060 Lineage Warrants (1) 1,090 1,090 Restricted stock units 93 166 (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 Statement of Cash Flows (Topic 230): Restricted Cash Lineage has several certificates of deposit as required under our facility leases and credit card program. Lineage is restricted from using this cash for working capital purposes. At December 31, 2020, Lineage maintains $ 420,000 100,000 78,000 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 December 31, 2020 December 31, 2019 Cash and cash equivalents $ 32,585 $ 9,497 Restricted cash included in deposits and other long-term assets (see Note 14) 520 599 Restricted cash included in prepaid expenses and other current assets (see Note 14) 78 - Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 33,183 $ 10,096 Lease accounting and impact of adoption of the new lease standard 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 than or equal to 75% to determine whether the lease term is a major part of the remaining economic life 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 14). Goodwill and IPR&D Intangibles – Goodwill and Other Going concern assessment Cash and cash equivalents 28.8 6.6 Concentrations of credit risk and significant sources of supply Lineage relies on single-source, third-party suppliers for a few key components of our product candidates. If these single-source, third-party suppliers are unable to continue providing a key component, the initiation or progress of any clinical studies of its product candidates may be impeded. Property and equipment, net 3 10 Long-lived intangible assets 5 10 Impairment of long-lived assets Accounting for warrants Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock Transactions with noncontrolling interests of subsidiaries 810-10-45-23, Consolidation Other Presentation Matters, Research and development expenses General and administrative expenses Foreign currency translation adjustments and other comprehensive income or loss 3.0 2.1 Foreign currency transaction gains and losses Foreign Currency Matters. Income taxes Income Taxes Stock-based compensation Compensation – Stock Compensation Although the fair value of employee stock options is determined in accordance with FASB guidance, changes in the assumptions can materially affect the estimated value and therefore the amount of compensation expense recognized in the consolidated financial statements. Royalties from product sales and license fees Grant revenues 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. Revenue Recognition by Source and Geography The following table presents Lineage’s consolidated revenues disaggregated by source (in thousands). Schedule of Disaggregated Revenues Year Ended December 31, 2020 2019 REVENUES: Grant revenue $ 1,053 $ 2,037 Royalties from product sales and license fees 773 1,221 Sale of research products and services - 257 Total revenues $ 1,826 $ 3,515 The following table presents consolidated revenues, disaggregated by geography, based on the billing addresses of customers, or in the case of grant revenues, based on where the governmental entities that fund the grant are located (in thousands). Schedule of Revenues Disaggregated by Geography Year Ended December 31, 2020 2019 REVENUES: United States $ 1,160 $ 2,092 Foreign (1) 666 1,423 Total revenues $ 1,826 $ 3,515 (1) Foreign revenues are primarily generated from grants in Israel. 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 | 12 Months Ended |
Dec. 31, 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 canceled at the closing for no consideration. As of December 31, 2019, the assets and liabilities of Asterias have been included in the consolidated balance sheet of Lineage. The results of operations of Asterias from March 8, 2019 through December 31, 2019 have been included in the consolidated statement of operations of Lineage for the year ended December 31, 2019. 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 (38% interest) Shareholders other than Lineage (approximate 62% ownership interest) 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% ownership interest in Asterias common stock is part of the total purchase price of Asterias for purposes of the purchase price allocation under ASC 805 and for Lineage’s adjustment of its 38% (3) Net of a de minimis 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 Preliminary Estimated Asset Fair Value 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 5 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 $ 200,000 Liability classified warrants – 2,959,559 4.37 five 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% 372,000 332,000 251,835 40,000 495,000 As of December 31, 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). During the years ended December 31, 2020 and 2019, Lineage incurred $ 0.7 5.1 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 | 12 Months Ended |
Dec. 31, 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% As of December 31, 2019, we had 8.4 19.0 2.25 During the year ended December 31, 2020, Lineage sold approximately 4.8 10.9 As of December 31, 2020, we owned 3.6 8.7 2.39 For the year ended December 31, 2020, we recorded a realized gain of $ 3.1 2.5 3.7 1.2 2.39 For the year ended December 31, 2019, we recorded a realized gain of $ 0.5 8.8 1.38 8.0 0.8 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 | 12 Months Ended |
Dec. 31, 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 bore interest at 7% 24.6 August 28, 2020 For the years ended December 31, 2020, and 2019, Lineage recognized $ 1,008,000 1,512,000 The Shared Facilities Agreement was 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 | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net At December 31, 2020 and 2019, property and equipment, net were comprised of the following (in thousands): Schedule of Property and Equipment, Net December 31, 2020 2019 Equipment, furniture and fixtures $ 3,628 $ 4,148 Leasehold improvements 2,472 2,862 Right-of-use assets (1) 3,845 5,756 Accumulated depreciation and amortization (4,315 ) (4,591 ) Property and equipment, net $ 5,630 $ 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 14. Property and equipment at December 31, 2020 and 2019 includes $ 79 96 1.4 0.6 Depreciation and amortization expense amounted to $ 0.9 1.1 During the year ended December 31, 2020, Lineage sold equipment with a net book value of $ 32 9 156 104 72 During the year ended December 31, 2019, Lineage sold equipment with a net book value of $ 209 109 337 Gains related to the sale of assets are included in research and development expenses on the statement of operations. Write offs of assets are included in other income, net on the statement of operations. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 7. Goodwill and Intangible Assets, Net At December 31, 2020 and 2019, goodwill and intangible assets, net consisted of the following: (in thousands): Schedule of Goodwill and Intangible Assets, Net December 31, 2020 2019 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 (19,111 ) (17,895 ) Intangible assets, net $ 47,032 $ 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. Lineage amortizes its intangible assets over an estimated period of 5 10 1.2 2.0 Amortization of intangible assets for periods subsequent to December 31, 2020 is as follows (in thousands): Schedule of Intangible Assets Future Amortization Expense Year Ended December 31, Amortization Expense 2021 $ 210 2022 130 2023 130 2024 22 Total $ 492 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 8. Accounts Payable and Accrued Liabilities At December 31, 2020 and 2019, accounts payable and accrued liabilities consist of the following (in thousands): Schedule of Accounts Payable and Accrued Liabilities 2020 2019 December 31, 2020 2019 Accounts payable $ 2,611 $ 2,427 Accrued compensation 1,959 1,549 Accrued liabilities 1,711 1,246 PPP loan payable 523 - Other current liabilities 9 4 Total $ 6,813 $ 5,226 Accrued liabilities includes $ 1.0 PPP Loan Payable In April 2020, Lineage received a loan for $ 523,305 40% 150,000 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, 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 | 12 Months Ended |
Dec. 31, 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 December 31, 2020 and 2019 (in thousands): Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis Fair Value Measurements Using Balance at December 31, 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 $ 32,585 $ 32,585 $ $ - Marketable securities 8,977 8,977 - - Liabilities: Lineage Warrants 1 - - 1 Cell Cure Warrants 437 - - 437 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 and HBL. 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 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 Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions Shared Facilities and Service Agreements with Affiliates Under the terms of the 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 shown above were not reflected in revenues, but instead Lineage’s general and administrative expenses and research and development expenses are shown net of those charges in the consolidated statements of operations. For the year ended December 31, 2019, Lineage charged Use Fees of $ 2,176 890 1,286 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 14), 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 December 31, 2020, Lineage has incurred a total of $ 359 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 | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Shareholders’ Equity | 11. Shareholders’ Equity Preferred Shares Lineage is authorized to issue 2,000,000 shares of preferred stock. The preferred shares may be issued in one or more series as the board of directors may by resolution determine. The board of directors is authorized to fix the number of shares of any series of preferred shares and to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed on the preferred shares as a class, or upon any wholly unissued series of any preferred shares. The board of directors may, by resolution, increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series of preferred shares subsequent to the issue of shares of that series. As of December 31, 2020, no Common Shares At December 31, 2020, Lineage was authorized to issue 250,000,000 153,095,883 149,804,284 During the years ended December 31, 2020 and 2019, Lineage issued 47,000 and 189,000 common shares, net of shares withheld and retired for employee taxes paid, respectively, for vested restricted stock units (see Note 12). At-the-Market (“ATM”) 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 (“ATM Shares”) having an aggregate offering price of up to $ 25,000 ,000. Lineage is not obligated to sell any ATM Shares. Subject to the terms and conditions of the Sales Agreement, Cantor Fitzgerald will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of the NYSE American, to sell the ATM Shares from time to time based upon Lineage’s instructions, including any price, time or size limits specified by Lineage. Under the Sales Agreement, Cantor Fitzgerald may sell the ATM Shares by any method deemed to be an “at-the-market” offering as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or by any other method permitted by law, including in privately negotiated transactions. Cantor Fitzgerald’s obligations to sell the ATM Shares are subject to satisfaction of certain conditions, including the continued effectiveness of Lineage’s Registration Statement on Form S-3 (File No. 333-237975), which was filed with the Commission on May 1, 2020 and was declared effective on May 8, 2020. The Sales Agreement replaced the previous sales agreement with Cantor that had been entered into in April 2017. As of December 31, 2020, Lineage sold 3,094,322 ATM Shares for gross and net proceeds of $ 5.1 million and $ 5.0 million, respectively (in each case, which excludes $ 0.3 7,941,122 19.9 million and $ 19.3 million, respectively (in each case, which includes $ 0.3 25 million of ATM Shares under the Sales Agreement. Lineage agreed to pay Cantor Fitzgerald a commission of 3.0 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 December 31, 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 40.02 11,738 44,000 2,000 40.00 January 2024 ASC 815 requires freestanding financial instruments, such as warrants, with exercise prices denominated in currencies other than the functional currency of the issuer to be accounted for as liabilities at fair value, with all subsequent changes in fair value after the issuance date to be recorded as gains or losses in the consolidated statements of operations. Because the exercise price of the Cell Cure Warrants is U.S. dollar-denominated and settlement is not expected to occur in the next twelve months, Cell Cure classified the Cell Cure Warrants as a long-term liability in accordance with ASC 815. The fair value of the Cell Cure Warrants at the time of issuance was determined by using the Black-Scholes option pricing model using the respective contractual term of the warrants. In applying this model, the fair value is determined by applying Level 3 inputs, as defined by ASC 820; these inputs are based on certain key assumptions including the fair value of the Cell Cure ordinary shares, adjusted for lack of marketability, as appropriate, and the expected stock price volatility over the term of the Cell Cure Warrants. The fair value of the Cell Cure ordinary shares is determined by Cell Cure’s Board of Directors, which may engage a valuation specialist to assist it in estimating the fair value, or may use recent transactions in Cell Cure shares, if any, as a reasonable approximation of fair value, or may apply other reasonable methods to determining the fair value, including a discount for lack of marketability. In connection with the cashless exercise in October 2020, Cell Cure had an independent third-party update the fair value of the Cell Cure shares. Lineage determines the stock price volatility using historical prices of comparable public company common stock for a period equal to the remaining term of the Cell Cure Warrants. The Cell Cure Warrants are revalued each reporting period using the same methodology described above, with changes in fair value included as gains or losses in other income and expenses, net, in the consolidated statements of operations. For the years ended December 31, 2020 and 2019, Lineage recorded a noncash loss of $ 0.2 0.1 0.4 0.3 |
Stock-Based Awards
Stock-Based Awards | 12 Months Ended |
Dec. 31, 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 2012 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, 2020, 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 Shares Available for Grant Number of Options Outstanding Number of RSUs Outstanding Weighted Average Exercise Price December 31, 2018 1,885 13,867 402 $ 2.44 Adjustment due to the AgeX Distribution 117 (2 ) 3 - Increase to the 2012 Plan 8,000 - - - Options granted (3,581 ) 3,581 - 1.06 Options forfeited 2,736 (2,736 ) - 2.13 Restricted stock units vested - - (239 ) - December 31, 2019 9,157 14,710 166 $ 2.17 December 31, 2019 9,157 14,710 166 $ 2.17 Options granted (5,256 ) 5,256 - 0.71 Options forfeited 4,101 (4,101 ) - 2.61 Restricted units vested - - (73 ) - December 31, 2020 8,002 15,865 93 $ 1.57 Options exercisable at December 31, 2020 8,341 $ 2.16 As of December 31, 2020, options outstanding and options exercisable under the 2012 Plan have a weighted-average remaining contractual term of 6.3 4.1 7.4 0.9 In connection with the vested RSUs during the year ended December 31, 2020, Lineage paid $ 27,000 26,000 0.1 In connection with the vested RSUs during the year ended December 31, 2019, Lineage paid $ 0.1 109,000 0.3 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 from the closing date of the Asterias Merger through December 31, 2020 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 Number of RSUs Outstanding Weighted Average Exercise Price March 8, 2019 5,190 - - $ - Options granted (490 ) 490 - 1.59 Options forfeited 140 (140 ) - 1.63 December 31, 2019 4,840 350 - $ 1.57 December 31, 2019 4,840 350 - $ 1.57 Options granted - - - - Options forfeited - - - - December 31, 2020 4,840 350 - $ 1.57 Options exercisable at December 31, 2020 153 $ 1.57 As of December 31, 2020, options outstanding and options exercisable under the Asterias Equity Plan both have a weighted-average remaining contractual term of 8.2 67,000 29,000 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 Year Ended December 31, 2020 2019 Expected life (in years) 6.2 6.0 Risk-free interest rates 0.8% 2.2% Volatility 67.7% 63.1% Dividend yield - - The weighted-average estimated fair value of stock options granted under the 2012 Plan and other stock option awards granted outside of the 2012 Plan, during the years ended December 31, 2020 and 2019 was $ 0.43 0.68 Operating expenses include stock-based compensation expense as follows (in thousands): Schedule of Stock Based Compensation Expense Year Ended December 31, 2020 2019 Research and development $ 464 $ 516 General and administrative 1,763 3,064 Total stock-based compensation expense $ 2,227 $ 3,580 The expense related to 84,940 60,304 As of December 31, 2020, total unrecognized compensation costs related to unvested stock options under Lineage’s 2012 Plan was $ 3.9 2.6 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes For the year ended December 31, 2020, Lineage recorded a $ 1.2 For the year ended December 31, 2019, Lineage recorded a $ 7.4 3.6 3.8 31,000 The domestic and foreign breakout of loss before net income tax benefit was as follows: Schedule of Income before Income Tax, Domestic and Foreign December 31, 2020 2019 Domestic $ (17,500 ) (7,303 ) Foreign (4,424 ) (11,931 ) Loss before net income tax benefit $ (21,924 ) (19,234 ) Income taxes differed from the amounts computed by applying the indicated current U.S. federal income tax rate to pretax losses from operations as a result of the following: Schedule of Income Tax Rate Reconciliation Year Ended December 31, 2020 2019 Computed tax benefit at federal statutory rate 21% 21% Research and development and other credits 1% 3% Removal of DTL for equity investment in Asterias due to merger -% 22% Permanent differences -% (1)% Change in valuation allowance (17)% (106)% Establish DTL for deferred assets from Asterias Merger -% 42% Deconsolidation of AgeX and subsidiaries net deferred tax assets -% 3% State tax benefit, net of effect on federal income taxes 3% 54% Foreign rate differential and other (2)% 1% Income tax benefit 6% 39% The primary components of the deferred tax assets and liabilities at December 31, 2020 and 2019 were as follows (in thousands): Schedule of Components of Deferred Tax Assets and Liabilities 2020 2019 December 31, Deferred tax assets/(liabilities): 2020 2019 Net operating loss carryforwards $ 63,941 $ 62,060 Research and development and other credits 8,878 8,619 Patents and licenses 1,178 1,220 Stock options 2,131 2,708 Operating lease liability 242 832 Operating lease ROU assets (215 ) (775 ) Equity method investments and marketable securities at fair value (15,685 ) (19,367 ) Other, net 1,523 984 Total 61,993 56,281 Valuation allowance (64,069 ) (59,596 ) Net deferred tax liabilities $ (2,076 ) $ (3,315 ) 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 As of December 31, 2020, Lineage has gross net operating loss carryforwards of approximately $ 169.9 88.3 As of December 31, 2020, Lineage has net operating losses of $ 118.6 As of December 31, 2020, Lineage has research tax credit carryforwards for federal and state tax purposes of $ 3.2 5.7 150,000 the credits generated each year have a carryforward period of 20 years between 2020 and 2040 On August 5, 2020, Lineage began the liquidation of its foreign subsidiary BioTime Asia. At the time of the liquidation, BioTime Asia had an intercompany payable due to Lineage. For book purposes, the corresponding balances eliminate in consolidation. For federal purposes, the activities of their foreign subsidiaries are not included in the consolidated tax return. Accordingly, the payable was written off for tax purposes by Lineage, creating a $ 3.6 Other Transactions and Related Impact on Income Taxes The market value of the respective shares Lineage holds in OncoCyte, AgeX and Asterias (through the merger date of March 8, 2019) creates a deferred tax liability to Lineage based on the closing price of the security, less the tax basis of the security Lineage has in such shares. The deferred tax liability generated by shares that Lineage holds as of December 31, 2020 and 2019, 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 those deferred tax liabilities. This deferred tax liability is determined based on the closing price of those securities as of December 31, 2020 and 2019. Other Income Tax Matters Internal Revenue Code Section 382 places a limitation (“Section 382 Limitation”) on the amount of taxable income that can be offset by NOL carryforwards after a change in control (generally greater than 50 Lineage files a U.S. federal income tax return as well as various state and foreign income tax returns. In general, Lineage is no longer subject to tax examination by major taxing authorities for years before 2016. Although the statute is closed for purposes of assessing additional income and tax in these years, the taxing authorities may still make adjustments to the NOL and credit carryforwards used in open years. Therefore, the statute should be considered open as it relates to the NOL and credit carryforwards used in open years. Lineage may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. Lineage’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Lineage’s practice is to recognize interest and penalties related to income tax matters in tax expense. As of December 31, 2020 and 2019, Lineage has no accrued interest and penalties. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. 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 as of August 1, 2020 is $ 18,386 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 Leases and Alameda Sublease In December 2015, Lineage entered into leases of office and laboratory space located in two buildings in Alameda, California (the “Alameda Leases”) comprised of 22,303 square feet (the “1010 Atlantic Premises”) and 8,492 square feet (the “1020 Atlantic Premises”). Base rent under the Alameda Leases beginning on February 1, 2020 was $ 72,636 per month with annual increases of approximately 3 %. In addition to base rent, Lineage paid 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. 424,000 , which was reduced to $ 78,000 on January 24, 2019 in accordance with the terms of the lease. The security deposit amount is considered restricted cash and is included in prepaid expenses and other current assets as of December 31, 2020 (See Note 2). In April 2020, Lineage entered into a sublease with Industrial Microbes, Inc. (“Industrial Microbes”) for the use of 10,000 was $ 28,000 3 On September 11, 2020, Lineage entered into a Lease Termination Agreement with the landlord terminating the Alameda Leases effective as of August 31, 2020 for the 1020 Atlantic Premises and September 30, 2020 for the 1010 Atlantic Premises. In consideration for the termination of the leases, Lineage paid a termination fee of $ 130,000 Lineage paid a separate termination fee of $ 30,000 56,000 119,000 Lineage will continue to occupy approximately 2,432 The term of the Alameda Sublease is from October 1, 2020 January 31, 2023 14,592 3 16,000 Based on the smaller footprint, and after taking into consideration the fees disclosed above, Lineage has reduced its contractual obligations by approximately $ 780,000 New York Leased Office Space Lineage currently pays $ 5,050 900 These payments are expected to cease in March 2021 when the office space lease expires Cell Cure Leases Cell Cure leases 728.5 7,842 December 31, 2025 5 years 39,776 12,200 On January 28, 2018, Cell Cure entered into another lease agreement for an additional 934 10,054 December 31, 2025 5 years 4,000,000 1.1 93,827 26,000 Prior to the adoption of ASC 842 on January 1, 2019, Cell Cure was considered the owner of the tenant improvements under construction under ASC 840-40-55 as Cell Cure, among other things, had the primary obligation to pay for construction costs and Cell Cure retains exclusive use of the leased facilities for its office, research and cGMP manufacturing facility requirements after construction was completed (“build to suit” lease). In accordance with the ASC 840 guidance, amounts expended by Cell Cure for construction was reported as construction in progress, and the proceeds received from the landlord, if any, are reported as a lease liability. As of December 31, 2018, approximately $ 1.1 See Note 2 for discussion of the impact of adoption of ASC 842 on January 1, 2019, and below for the ROU assets and liabilities recorded in connection with the adoption of ASC 842 as of, and during the year ended December 31, 2019 for the Original Cell Cure Lease and January 2018 Lease (the “Cell Cure Leases”). In December 2018, Cell Cure made a deposit required under the January 2018 Lease, which amount of $ 420,000 Adoption of ASC 842 The below tables provide the amounts recorded in connection with the adoption of ASC 842 as of, and for the years ended December 31, 2020 and 2019, for Lineage’s operating and financing leases, as applicable. Supplemental cash flow information related to leases was as follows (in thousands): Schedule of Supplemental Cash Flow Information Related to Leases Year Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,356 $ 1,364 Operating cash flows from financing leases 20 28 Financing cash flows from financing leases 26 30 Right-of-use assets obtained in exchange for lease obligations: Operating leases 1,047 738 Financing leases - - Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount rate): Schedule of Supplemental Balance Sheet Information Related to Leases December 31, 2020 2019 Operating leases Right-of-use assets, net $ 2,916 $ 4,666 Right-of-use lease liabilities, current $ 746 $ 1,190 Right-of-use lease liabilities, noncurrent 2,514 3,868 Total operating lease liabilities $ 3,260 $ 5,058 Financing leases Property and equipment, gross $ 79 $ 96 Accumulated depreciation (65 ) (48 ) Property and equipment, net $ 14 $ 48 Current liabilities $ 16 $ 33 Long-term liabilities 26 77 Total finance lease liabilities $ 42 $ 110 Weighted average remaining lease term Operating leases 4.2 4.1 Finance leases 2.4 3.4 Weighted average discount rate Operating leases 8.0 % 9.1 % Finance leases 10.0 % 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, 2021 $ 957 $ 19 2022 912 19 2023 480 8 2024 454 - 2025 442 - Thereafter 628 - Total lease payments $ 3,873 $ 46 Less imputed interest (613 ) (4 ) Total $ 3,260 $ 42 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 May 7, 2019, January 30, 2020, May 1, 2020 and September 4, 2020 (the “Gyroscope Agreement”). As amended, the Gyroscope Agreement provides Lineage access to Gyroscope’s vitrectomy-free subretinal injection device (the “Orbit Device”) as a means of delivering OpRegen in Lineage’s ongoing Phase 1/2a clinical trial through the earlier of: (i) December 1, 2020; or (ii) or treatment of three additional patients with the Orbit Device between September 4, 2020 and December 1, 2020 (the “Access Period”). Following the Access Period, Lineage also has an exclusive right to negotiate a definitive agreement to distribute and sell the Orbit Device for the subretinal delivery of RPE cells for the treatment of dry AMD, which was extended through May 2021 (the “Option 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 0.5 Litigation – General 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 discloses 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 limit Lineage’s financial exposure. 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 of December 31, 2020 and 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 (“CRUK”) 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 1.6 500,000 500,000 250,000 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 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 ® ® 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. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 15. Employee Benefit Plan We have a defined contribution 401(k) plan for all employees. Under the terms of the plan, employees may make voluntary contributions as a percentage or defined amount of compensation. We provide a safe harbor contribution of up to 5.0 149,000 287,000 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | 16. Segment Information Lineage’s executive management team, as a group, represents the entity’s chief operating decision makers. Lineage’s executive management team views Lineage’s operations as one |
Enterprise-Wide Disclosures
Enterprise-Wide Disclosures | 12 Months Ended |
Dec. 31, 2020 | |
Enterprise-wide Disclosures | |
Enterprise-Wide Disclosures | 17. Enterprise-Wide Disclosures Geographic Area Information The following table presents consolidated revenues, including license fees, royalties, grant income, and other revenues, disaggregated by geography, based on the billing addresses of customers, or in the case of grant revenues based on where the governmental entities that fund the grant are located (in thousands). Schedule of Geographic Area Information Year Ended December 31, Geographic Area 2020 2019 United States $ 1,160 $ 2,092 Foreign (1) 666 1,423 Total revenues $ 1,826 $ 3,515 (1) Foreign revenues are primarily generated from grants in Israel. The composition of Lineage’s long-lived assets, consisting of plant and equipment, net, between those in the United States and in foreign countries, as of December 31, 2020 and 2019, is set forth below (in thousands): December 31, 2020 2019 Domestic $ 1,035 $ 3,654 Foreign (1) 4,595 4,521 Total $ 5,630 $ 8,175 (1) Assets in foreign countries principally include laboratory equipment and leasehold improvements in Israel. Major Sources of Revenues The following table presents Lineage’s consolidated revenues disaggregated by source (in thousands). Schedule of Revenues Disaggregated by Source Year Ended December 31, 2020 2019 REVENUES: Grant revenue $ 1,053 $ 2,037 Royalties from product sales and license fees 773 1,221 Sale of research products and services - 257 Total revenues $ 1,826 $ 3,515 Prepaid expenses and other current assets at December 31, 2020 includes $ 0.2 million of receivables related to royalties from product sales and license fees, and $ 0.3 The following table shows Lineage’s major sources of revenues, as a percentage of total revenues, that were recognized during the years ended December 31, 2020 and 2019: Schedule of Sources of Revenues Year Ended December 31, Sources of Revenues 2020 2019 NIH grant income 21.2 % 17.5 % IIA grant income (Cell Cure Neurosciences, Ltd, Israel) 36.5 % 40.5 % Royalties, licenses, subscriptions, advertising and other 42.3 % 34.7 % Sale of research products - % 7.3 % |
Selected Quarterly Financial In
Selected Quarterly Financial Information | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Information | 18. Selected Quarterly Financial Information Lineage has derived this data from the unaudited consolidated interim financial statements that, in Lineage’ s opinion, have been prepared on substantially the same basis as the audited consolidated financial statements contained herein and include all normal recurring adjustments necessary for a fair presentation of the financial information for the periods presented. These unaudited consolidated quarterly results should be read in conjunction with the consolidated financial statements and notes thereto included herein. The consolidated operating results in any quarter are not necessarily indicative of the consolidated results that may be expected for any future period. Schedule of Selected Quarterly Financial Information Year Ended December 31, 2020 First Quarter Second Quarter Third Quarter Fourth Quarter Revenues, net $ 514 386 571 355 Operating expenses 7,858 6,713 7,194 6,123 Loss from operations (7,438 ) (6,402 ) (6,725 ) (5,882 ) Net income (loss) attributable to Lineage (8,399 ) (6,522 ) (7,760 ) 2,032 Basic net income (loss) per share $ (0.06 ) $ (0.04 ) $ (0.05 ) $ 0.01 Year Ended December 31, 2019 Revenues, net $ 928 779 567 1,241 Operating expenses 13,621 11,493 8,875 7,990 Loss from operations (12,761 ) (10,821 ) (8,422 ) (6,872 ) Net income (loss) attributable to Lineage 39,310 (30,032 ) (16,505 ) (4,482 ) Basic net income (loss) per share $ 0.30 $ (0.20 ) $ (0.11 ) $ (0.03 ) Quarterly and year-to-date computations of net income (loss) per share amounts are calculated using the respective period weighted average shares outstanding. Therefore, the sum of the per share amounts for the quarters may not agree with the per share amounts for the year. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events Sale of OncoCyte Shares In January and February 2021, Lineage sold 2.5 10.1 1,122,401 4.2 Sales of Lineage Shares Under the ATM In the first quarter of 2021 through March 5, 2021, Lineage sold 7,941,122 common shares of Lineage ATM Shares for gross and net proceeds of $ 19.9 million and $ 19.3 million, respectively (in each case, which includes $ 0.3 million of proceeds in transit related to 2020 sales that settled in 2021). See Note 11 for additional information. On March 5, 2021, Lineage filed a prospectus supplement with the SEC in connection with the offer and sale of an additional $ 25 million of ATM Shares. Research and Option Agreement In February 2021, Lineage extended the Option Period with Gyroscope for $ 0.5 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Business Combinations | Business Combinations |
Marketable Equity Securities | Marketable Equity Securities 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 20% |
Revenue Recognition | Revenue Recognition ASU 2014-09, Revenues from Contracts with Customers (Topic 606), 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 December 31, 2020, deferred grant revenue was $ 193,000 |
Basic and diluted net income (loss) per share attributable to common shareholders | Basic and diluted net income (loss) per share attributable to common shareholders For the years ended December 31, 2020 and 2019, respectively, Lineage reported a net loss attributable to common shareholders, and therefore, all potentially dilutive common shares were considered antidilutive for those periods. The following 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 Years Ended December 31, 2020 2019 Stock options 16,215 15,060 Lineage Warrants (1) 1,090 1,090 Restricted stock units 93 166 (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 Statement of Cash Flows (Topic 230): Restricted Cash Lineage has several certificates of deposit as required under our facility leases and credit card program. Lineage is restricted from using this cash for working capital purposes. At December 31, 2020, Lineage maintains $ 420,000 100,000 78,000 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 December 31, 2020 December 31, 2019 Cash and cash equivalents $ 32,585 $ 9,497 Restricted cash included in deposits and other long-term assets (see Note 14) 520 599 Restricted cash included in prepaid expenses and other current assets (see Note 14) 78 - Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 33,183 $ 10,096 |
Lease accounting and impact of adoption of the new lease standard | Lease accounting and impact of adoption of the new lease standard 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 than or equal to 75% to determine whether the lease term is a major part of the remaining economic life 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 14). |
Goodwill and IPR&D | Goodwill and IPR&D Intangibles – Goodwill and Other |
Going concern assessment | Going concern assessment |
Cash and cash equivalents | Cash and cash equivalents 28.8 6.6 |
Concentrations of credit risk and significant sources of supply | Concentrations of credit risk and significant sources of supply Lineage relies on single-source, third-party suppliers for a few key components of our product candidates. If these single-source, third-party suppliers are unable to continue providing a key component, the initiation or progress of any clinical studies of its product candidates may be impeded. |
Property and equipment, net | Property and equipment, net 3 10 |
Long-lived intangible assets | Long-lived intangible assets 5 10 |
Impairment of long-lived assets | Impairment of long-lived assets |
Accounting for warrants | Accounting for warrants Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock |
Transactions with noncontrolling interests of subsidiaries | Transactions with noncontrolling interests of subsidiaries 810-10-45-23, Consolidation Other Presentation Matters, |
Research and development expenses | Research and development expenses |
General and administrative expenses | General and administrative expenses |
Foreign currency translation adjustments and other comprehensive income or loss | Foreign currency translation adjustments and other comprehensive income or loss 3.0 2.1 |
Foreign currency transaction gains and losses | Foreign currency transaction gains and losses Foreign Currency Matters. |
Income taxes | Income taxes Income Taxes |
Stock-based compensation | Stock-based compensation Compensation – Stock Compensation Although the fair value of employee stock options is determined in accordance with FASB guidance, changes in the assumptions can materially affect the estimated value and therefore the amount of compensation expense recognized in the consolidated financial statements. |
Royalties from product sales and license fees | Royalties from product sales and license fees |
Grant revenues | Grant revenues 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. |
Revenue Recognition by Source and Geography | Revenue Recognition by Source and Geography The following table presents Lineage’s consolidated revenues disaggregated by source (in thousands). Schedule of Disaggregated Revenues Year Ended December 31, 2020 2019 REVENUES: Grant revenue $ 1,053 $ 2,037 Royalties from product sales and license fees 773 1,221 Sale of research products and services - 257 Total revenues $ 1,826 $ 3,515 The following table presents consolidated revenues, disaggregated by geography, based on the billing addresses of customers, or in the case of grant revenues, based on where the governmental entities that fund the grant are located (in thousands). Schedule of Revenues Disaggregated by Geography Year Ended December 31, 2020 2019 REVENUES: United States $ 1,160 $ 2,092 Foreign (1) 666 1,423 Total revenues $ 1,826 $ 3,515 (1) Foreign revenues are primarily generated from grants in Israel. |
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 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 |
Organization, Basis of Presen_2
Organization, Basis of Presentation and Liquidity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Lineage's Ownership of Outstanding Shares of its Subsidiaries | Lineage’s consolidated 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 December 31, 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”) Development and manufacturing of Lineage’s cell replacement platform technology 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 (“OrthoCyte”) Developing bone grafting products for orthopedic diseases and injuries 99.8 % USA (1) Includes shares owned by Lineage and ESI |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following 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 Years Ended December 31, 2020 2019 Stock options 16,215 15,060 Lineage Warrants (1) 1,090 1,090 Restricted stock units 93 166 (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 December 31, 2020 December 31, 2019 Cash and cash equivalents $ 32,585 $ 9,497 Restricted cash included in deposits and other long-term assets (see Note 14) 520 599 Restricted cash included in prepaid expenses and other current assets (see Note 14) 78 - Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 33,183 $ 10,096 |
Schedule of Disaggregated Revenues | The following table presents Lineage’s consolidated revenues disaggregated by source (in thousands). Schedule of Disaggregated Revenues Year Ended December 31, 2020 2019 REVENUES: Grant revenue $ 1,053 $ 2,037 Royalties from product sales and license fees 773 1,221 Sale of research products and services - 257 Total revenues $ 1,826 $ 3,515 |
Schedule of Revenues Disaggregated by Geography | The following table presents consolidated revenues, disaggregated by geography, based on the billing addresses of customers, or in the case of grant revenues, based on where the governmental entities that fund the grant are located (in thousands). Schedule of Revenues Disaggregated by Geography Year Ended December 31, 2020 2019 REVENUES: United States $ 1,160 $ 2,092 Foreign (1) 666 1,423 Total revenues $ 1,826 $ 3,515 (1) Foreign revenues are primarily generated from grants in Israel. |
Asterias Merger (Tables)
Asterias Merger (Tables) | 12 Months Ended |
Dec. 31, 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 (38% interest) Shareholders other than Lineage (approximate 62% ownership interest) 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% ownership interest in Asterias common stock is part of the total purchase price of Asterias for purposes of the purchase price allocation under ASC 805 and for Lineage’s adjustment of its 38% (3) Net of a de minimis |
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 Preliminary Estimated Asset Fair Value 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) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | At December 31, 2020 and 2019, property and equipment, net were comprised of the following (in thousands): Schedule of Property and Equipment, Net December 31, 2020 2019 Equipment, furniture and fixtures $ 3,628 $ 4,148 Leasehold improvements 2,472 2,862 Right-of-use assets (1) 3,845 5,756 Accumulated depreciation and amortization (4,315 ) (4,591 ) Property and equipment, net $ 5,630 $ 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 14. |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets, Net | At December 31, 2020 and 2019, goodwill and intangible assets, net consisted of the following: (in thousands): Schedule of Goodwill and Intangible Assets, Net December 31, 2020 2019 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 (19,111 ) (17,895 ) Intangible assets, net $ 47,032 $ 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. |
Schedule of Intangible Assets Future Amortization Expense | Amortization of intangible assets for periods subsequent to December 31, 2020 is as follows (in thousands): Schedule of Intangible Assets Future Amortization Expense Year Ended December 31, Amortization Expense 2021 $ 210 2022 130 2023 130 2024 22 Total $ 492 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | At December 31, 2020 and 2019, accounts payable and accrued liabilities consist of the following (in thousands): Schedule of Accounts Payable and Accrued Liabilities 2020 2019 December 31, 2020 2019 Accounts payable $ 2,611 $ 2,427 Accrued compensation 1,959 1,549 Accrued liabilities 1,711 1,246 PPP loan payable 523 - Other current liabilities 9 4 Total $ 6,813 $ 5,226 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2020 and 2019 (in thousands): Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis Fair Value Measurements Using Balance at December 31, 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 $ 32,585 $ 32,585 $ $ - Marketable securities 8,977 8,977 - - Liabilities: Lineage Warrants 1 - - 1 Cell Cure Warrants 437 - - 437 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 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
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 Year Ended December 31, 2020 2019 Expected life (in years) 6.2 6.0 Risk-free interest rates 0.8% 2.2% Volatility 67.7% 63.1% Dividend yield - - |
Schedule of Stock Based Compensation Expense | Operating expenses include stock-based compensation expense as follows (in thousands): Schedule of Stock Based Compensation Expense Year Ended December 31, 2020 2019 Research and development $ 464 $ 516 General and administrative 1,763 3,064 Total stock-based compensation expense $ 2,227 $ 3,580 |
2012 Equity Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity | 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 Shares Available for Grant Number of Options Outstanding Number of RSUs Outstanding Weighted Average Exercise Price December 31, 2018 1,885 13,867 402 $ 2.44 Adjustment due to the AgeX Distribution 117 (2 ) 3 - Increase to the 2012 Plan 8,000 - - - Options granted (3,581 ) 3,581 - 1.06 Options forfeited 2,736 (2,736 ) - 2.13 Restricted stock units vested - - (239 ) - December 31, 2019 9,157 14,710 166 $ 2.17 December 31, 2019 9,157 14,710 166 $ 2.17 Options granted (5,256 ) 5,256 - 0.71 Options forfeited 4,101 (4,101 ) - 2.61 Restricted units vested - - (73 ) - December 31, 2020 8,002 15,865 93 $ 1.57 Options exercisable at December 31, 2020 8,341 $ 2.16 |
Asterias 2013 Equity Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity | A summary of activity under the Asterias Equity Plan from the closing date of the Asterias Merger through December 31, 2020 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 Number of RSUs Outstanding Weighted Average Exercise Price March 8, 2019 5,190 - - $ - Options granted (490 ) 490 - 1.59 Options forfeited 140 (140 ) - 1.63 December 31, 2019 4,840 350 - $ 1.57 December 31, 2019 4,840 350 - $ 1.57 Options granted - - - - Options forfeited - - - - December 31, 2020 4,840 350 - $ 1.57 Options exercisable at December 31, 2020 153 $ 1.57 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The domestic and foreign breakout of loss before net income tax benefit was as follows: Schedule of Income before Income Tax, Domestic and Foreign December 31, 2020 2019 Domestic $ (17,500 ) (7,303 ) Foreign (4,424 ) (11,931 ) Loss before net income tax benefit $ (21,924 ) (19,234 ) |
Schedule of Income Tax Rate Reconciliation | Income taxes differed from the amounts computed by applying the indicated current U.S. federal income tax rate to pretax losses from operations as a result of the following: Schedule of Income Tax Rate Reconciliation Year Ended December 31, 2020 2019 Computed tax benefit at federal statutory rate 21% 21% Research and development and other credits 1% 3% Removal of DTL for equity investment in Asterias due to merger -% 22% Permanent differences -% (1)% Change in valuation allowance (17)% (106)% Establish DTL for deferred assets from Asterias Merger -% 42% Deconsolidation of AgeX and subsidiaries net deferred tax assets -% 3% State tax benefit, net of effect on federal income taxes 3% 54% Foreign rate differential and other (2)% 1% Income tax benefit 6% 39% |
Schedule of Components of Deferred Tax Assets and Liabilities | The primary components of the deferred tax assets and liabilities at December 31, 2020 and 2019 were as follows (in thousands): Schedule of Components of Deferred Tax Assets and Liabilities 2020 2019 December 31, Deferred tax assets/(liabilities): 2020 2019 Net operating loss carryforwards $ 63,941 $ 62,060 Research and development and other credits 8,878 8,619 Patents and licenses 1,178 1,220 Stock options 2,131 2,708 Operating lease liability 242 832 Operating lease ROU assets (215 ) (775 ) Equity method investments and marketable securities at fair value (15,685 ) (19,367 ) Other, net 1,523 984 Total 61,993 56,281 Valuation allowance (64,069 ) (59,596 ) Net deferred tax liabilities $ (2,076 ) $ (3,315 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows (in thousands): Schedule of Supplemental Cash Flow Information Related to Leases Year Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,356 $ 1,364 Operating cash flows from financing leases 20 28 Financing cash flows from financing leases 26 30 Right-of-use assets obtained in exchange for lease obligations: Operating leases 1,047 738 Financing leases - - |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount rate): Schedule of Supplemental Balance Sheet Information Related to Leases December 31, 2020 2019 Operating leases Right-of-use assets, net $ 2,916 $ 4,666 Right-of-use lease liabilities, current $ 746 $ 1,190 Right-of-use lease liabilities, noncurrent 2,514 3,868 Total operating lease liabilities $ 3,260 $ 5,058 Financing leases Property and equipment, gross $ 79 $ 96 Accumulated depreciation (65 ) (48 ) Property and equipment, net $ 14 $ 48 Current liabilities $ 16 $ 33 Long-term liabilities 26 77 Total finance lease liabilities $ 42 $ 110 Weighted average remaining lease term Operating leases 4.2 4.1 Finance leases 2.4 3.4 Weighted average discount rate Operating leases 8.0 % 9.1 % Finance leases 10.0 % 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, 2021 $ 957 $ 19 2022 912 19 2023 480 8 2024 454 - 2025 442 - Thereafter 628 - Total lease payments $ 3,873 $ 46 Less imputed interest (613 ) (4 ) Total $ 3,260 $ 42 |
Enterprise-Wide Disclosures (Ta
Enterprise-Wide Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Enterprise-wide Disclosures | |
Schedule of Geographic Area Information | The following table presents consolidated revenues, including license fees, royalties, grant income, and other revenues, disaggregated by geography, based on the billing addresses of customers, or in the case of grant revenues based on where the governmental entities that fund the grant are located (in thousands). Schedule of Geographic Area Information Year Ended December 31, Geographic Area 2020 2019 United States $ 1,160 $ 2,092 Foreign (1) 666 1,423 Total revenues $ 1,826 $ 3,515 (1) Foreign revenues are primarily generated from grants in Israel. The composition of Lineage’s long-lived assets, consisting of plant and equipment, net, between those in the United States and in foreign countries, as of December 31, 2020 and 2019, is set forth below (in thousands): December 31, 2020 2019 Domestic $ 1,035 $ 3,654 Foreign (1) 4,595 4,521 Total $ 5,630 $ 8,175 (1) Assets in foreign countries principally include laboratory equipment and leasehold improvements in Israel. |
Schedule of Revenues Disaggregated by Source | The following table presents Lineage’s consolidated revenues disaggregated by source (in thousands). Schedule of Revenues Disaggregated by Source Year Ended December 31, 2020 2019 REVENUES: Grant revenue $ 1,053 $ 2,037 Royalties from product sales and license fees 773 1,221 Sale of research products and services - 257 Total revenues $ 1,826 $ 3,515 |
Schedule of Sources of Revenues | The following table shows Lineage’s major sources of revenues, as a percentage of total revenues, that were recognized during the years ended December 31, 2020 and 2019: Schedule of Sources of Revenues Year Ended December 31, Sources of Revenues 2020 2019 NIH grant income 21.2 % 17.5 % IIA grant income (Cell Cure Neurosciences, Ltd, Israel) 36.5 % 40.5 % Royalties, licenses, subscriptions, advertising and other 42.3 % 34.7 % Sale of research products - % 7.3 % |
Selected Quarterly Financial _2
Selected Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Quarterly Financial Information | Schedule of Selected Quarterly Financial Information Year Ended December 31, 2020 First Quarter Second Quarter Third Quarter Fourth Quarter Revenues, net $ 514 386 571 355 Operating expenses 7,858 6,713 7,194 6,123 Loss from operations (7,438 ) (6,402 ) (6,725 ) (5,882 ) Net income (loss) attributable to Lineage (8,399 ) (6,522 ) (7,760 ) 2,032 Basic net income (loss) per share $ (0.06 ) $ (0.04 ) $ (0.05 ) $ 0.01 Year Ended December 31, 2019 Revenues, net $ 928 779 567 1,241 Operating expenses 13,621 11,493 8,875 7,990 Loss from operations (12,761 ) (10,821 ) (8,422 ) (6,872 ) Net income (loss) attributable to Lineage 39,310 (30,032 ) (16,505 ) (4,482 ) Basic net income (loss) per share $ 0.30 $ (0.20 ) $ (0.11 ) $ (0.03 ) |
Schedule of Lineage's Ownership
Schedule of Lineage's Ownership of Outstanding Shares of its Subsidiaries (Details) | 12 Months Ended | |
Dec. 31, 2020 | ||
Asterias Biotherapeutics, Inc. [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [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] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Field of business description | Development and manufacturing of Lineage’s cell replacement platform technology | |
Lineage ownership | 99.00% | [1] |
ES Cell International Pte., Ltd. [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [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] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [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 |
Organization, Basis of Presen_3
Organization, Basis of Presentation and Liquidity (Details Narrative) $ in Thousands | Mar. 05, 2021USD ($) | May 01, 2020USD ($) | Mar. 08, 2019USD ($)shares | Aug. 31, 2020USD ($) | Mar. 05, 2021USD ($) | Feb. 28, 2021USD ($) | Dec. 31, 2020USD ($)Subsidiaryshares | Dec. 31, 2019USD ($) | 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 | ||||||||
Proceeds from Issuance of Common Stock | $ 5,127 | $ 103 | |||||||
Sale of Stock, Consideration Received on Transaction | 5,100 | ||||||||
Accumulated deficit | 294,100 | ||||||||
Working capital | 36,200 | ||||||||
Shareholders' equity | 95,100 | ||||||||
Cash and cash equivalents and marketable securities | $ 41,600 | ||||||||
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 | shares | 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 | shares | 24,695,898 | ||||||||
Aggregate merger consideration amount | $ 32,400 | ||||||||
Merger Agreement [Member] | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Ownership percentage | 38.00% | ||||||||
Sales Agreement [Member] | Parent Company [Member] | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Proceeds from Issuance of Common Stock | $ 5,100 | ||||||||
Sales Agreement [Member] | Parent Company [Member] | 2020 Sales [Member] | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Proceeds from Issuance of Common Stock | 300 | ||||||||
Subsequent Event [Member] | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Common stock closing price | $ 4,200 | $ 4,200 | |||||||
Proceeds from Issuance of Common Stock | $ 10,100 | ||||||||
Subsequent Event [Member] | Sales Agreement [Member] | Parent Company [Member] | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Proceeds from Issuance of Common Stock | 19,900 | ||||||||
Subsequent Event [Member] | Sales Agreement [Member] | Parent Company [Member] | Common Stock [Member] | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Sale of Stock, Consideration Received on Transaction | $ 25,000 | ||||||||
Subsequent Event [Member] | Sales Agreement [Member] | Parent Company [Member] | 2020 Sales [Member] | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Proceeds from Issuance of Common Stock | $ 300 | ||||||||
Juvenescence Limited [Member] | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Proceeds from issuance or sale of equity | $ 24,600 | ||||||||
Asterias [Member] | Merger Consideration [Member] | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Stock-for-stock transaction | shares | 0.71 | ||||||||
Asterias [Member] | Merger Consideration [Member] | Restricted Stock [Member] | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Stock-for-stock transaction | shares | 58,085 | ||||||||
Cantor Fitzgerald And Co Member [Member] | Sales Agreement [Member] | Controlled Equity Offering [Member] | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Obligated common shares | $ 25,000 | ||||||||
OncoCyte Corporation and AgeX Therapeutics Inc [Member] | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Proceeds from issuance or sale of equity | $ 12,600 |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 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 | 16,215,000 | 15,060,000 | |
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 | 1,090,000 |
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 | 93,000 | 166,000 | |
[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 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 32,585 | $ 9,497 | |
Restricted cash included in deposits and other long-term assets (see Note 15) | 520 | 599 | |
Restricted cash included in prepaid expenses and other current assets (see Note 15) | 78 | ||
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows | $ 33,183 | $ 10,096 | $ 24,399 |
Schedule of Disaggregated Reven
Schedule of Disaggregated Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Product Information [Line Items] | ||||||||||
Revenues | $ 355 | $ 571 | $ 386 | $ 514 | $ 1,241 | $ 567 | $ 779 | $ 928 | $ 1,826 | $ 3,515 |
Grant [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Revenues | 1,053 | 2,037 | ||||||||
Royalties From Product Sales and License Fees [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Revenues | 773 | 1,221 | ||||||||
Sale of Research Products and Services [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Revenues | $ 257 |
Schedule of Revenues Disaggrega
Schedule of Revenues Disaggregated by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||||||||||
Total revenues | $ 355 | $ 571 | $ 386 | $ 514 | $ 1,241 | $ 567 | $ 779 | $ 928 | $ 1,826 | $ 3,515 | |
UNITED STATES | |||||||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||||||||||
Total revenues | 1,160 | 2,092 | |||||||||
Foreign [Member] | |||||||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||||||||||
Total revenues | [1] | $ 666 | $ 1,423 | ||||||||
[1] | Foreign revenues are primarily generated from grants in Israel. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 05, 2021 | Sep. 11, 2019 | Jul. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 10, 2019 | Jan. 02, 2019 |
Property, Plant and Equipment [Line Items] | |||||||
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. | ||||||
Number of stock sold | 25,000,000 | 3,094,322 | |||||
Contract with Customer, Liability | $ 193,000 | ||||||
Lease payment rate, description | For lease classification determination, Lineage continues to use: (i) greater than or equal to 75% to determine whether the lease term is a major part of the remaining economic life of the underlying asset; | ||||||
Money market funds, cash equivalent | $ 28,800,000 | $ 6,600,000 | |||||
Foreign currency translation adjustment, net of tax | 3,000,000 | $ 2,100,000 | |||||
Accounting Standards Update 2016-02 [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Leasehold improvements, book value | $ 1,900,000 | ||||||
Corresponding lease liabilities | 2,000,000 | ||||||
ASC 840 [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Lease cumulative effect adjustment | $ 100,000 | ||||||
Credit Card [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Restricted cash | $ 100,000 | ||||||
Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Estimated useful life | 10 years | ||||||
Intangible asset, useful life | 10 years | ||||||
Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Estimated useful life | 3 years | ||||||
Intangible asset, useful life | 5 years | ||||||
OncoCyte Corporation [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Ownership percentage | 16.00% | 28.00% | 24.00% | ||||
Number of stock sold | 4,000,000 | 2,250,000 | 4,800,000 | ||||
OncoCyte Corporation [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Ownership percentage | 20.00% | ||||||
Cell Cure [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Restricted cash | $ 420,000 | ||||||
Alameda Lease [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Restricted cash | $ 78,000 |
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 | |
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] |
[1] | Includes 81,810 58,085 | |
[2] | Net of a de minimis | |
[3] | Estimated fair value for Lineage’s previously held 38% ownership interest in Asterias common stock is part of the total purchase price of Asterias for purposes of the purchase price allocation under ASC 805 and for Lineage’s adjustment of its 38% |
Schedule of Merger Considerat_2
Schedule of Merger Consideration Transferred (Details) (Parenthetical) - Asterias Biotherapeutics, Inc. [Member] | Mar. 08, 2019shares |
Parent Company [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Number of shares issued | 58,085 |
Ownership interest | 38.00% |
Restricted Stock [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Number of restricted stock vested | 81,810 |
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 | Dec. 31, 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 | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Preliminary Estimated Asset Fair Value | $ 47,190 |
In Process Research and Development [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Preliminary Estimated Asset Fair Value | 46,540 |
Royalty Contracts [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Preliminary Estimated Asset Fair Value | $ 650 |
Useful Life (Years) | 5 years |
Asterias Merger (Details Narrat
Asterias Merger (Details Narrative) - USD ($) | Mar. 31, 2019 | Mar. 08, 2019 | Apr. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | May 13, 2016 |
Business Acquisition [Line Items] | ||||||||
Closing price of common stock | $ 96,199,000 | $ 112,959,000 | ||||||
Fair value of warrants percentage | 100.00% | |||||||
Fair Value Adjustment of Warrants | $ 372,000 | |||||||
Common stock held in investment | 2,621,811 | |||||||
Share price, per share | $ 1.31 | $ 0.62 | ||||||
Fair value of equity method investment, shares | 21,700,000 | |||||||
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 | $ 13,500,000 | |||||||
Unrealized loss | 8,001,000 | |||||||
Asterias Biotherapeutics [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Unrealized loss | 6,700,000 | |||||||
General and Administrative Expense [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition related costs | $ 700,000 | $ 5,100,000 | ||||||
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 | 5 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 | |||||||
Exercise price | $ 6.15 | |||||||
Warrant expiration date | May 13, 2021 | |||||||
Fair Value Adjustment of Warrants | $ 495,000 | |||||||
AST Clinical Program [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Identifiable intangible asset acquired | $ 46,500,000 | |||||||
Royalty Contracts [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets, estimated useful life | 5 years | |||||||
In Process Research and Development [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Identifiable intangible asset acquired | 31,700,000 | |||||||
California Institute for Regenerative Medicine [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Identifiable intangible asset acquired | $ 14,800,000 | |||||||
Parent Company [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair Value Adjustment of Warrants | $ 332,000 | |||||||
Exchange of shares | 251,835 | |||||||
Exchange for cash | $ 40,000 | |||||||
Asterias [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Upfront payment received | $ 1,000,000 | |||||||
Estimated purchase price | $ 200,000 | |||||||
Merger Consideration [Member] | Parent Company [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock-for-stock transaction | 24,695,898 | |||||||
Closing price of common stock | $ 32,400,000 | |||||||
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 | Mar. 05, 2021 | Sep. 11, 2019 | Sep. 11, 2019 | Sep. 10, 2019 | Jul. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 08, 2019 | Dec. 31, 2018 |
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of stock sold | 25,000,000 | 3,094,322 | |||||||
Number of stock sold, value | $ 5,100 | ||||||||
Closing price of common stock per share | $ 1.31 | $ 0.62 | |||||||
Equity Method Investment, Realized Gain (Loss) on Disposal | $ 8,001 | ||||||||
Unrealized Gain (Loss) on Investments | 8,001 | ||||||||
Unrealized gain loss on equity method investment | $ (3,782) | $ (2,898) | |||||||
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% | 16.00% | 24.00% | 28.00% | |||||
Number of shares owned | 3,600,000 | 8,400,000 | |||||||
Fair value on investment | $ 8,700 | $ 19,000 | |||||||
Closing price of common stock per share | $ 2.39 | $ 2.25 | $ 1.38 | ||||||
Equity Method Investment, Realized Gain (Loss) on Disposal | $ 3,100 | $ 500 | |||||||
Unrealized Gain (Loss) on Investments | 2,500 | $ 8,800 | |||||||
Unrealized loss on equity method investment related to book cost basis | 3,700 | ||||||||
Number of shares remaining for sales | $ 1,200 | ||||||||
Unrealized gain loss on equity method investment | $ 800 | $ 8,000 |
Sale of Significant Ownership_2
Sale of Significant Ownership Interest in AgeX to Juvenescence Limited (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | Mar. 05, 2021 | Nov. 02, 2018 | Aug. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Entity Listings [Line Items] | |||||
Number of share sold | 25,000,000 | 3,094,322 | |||
Stock Purchase Agreement [Member] | Promissory Note [Member] | |||||
Entity Listings [Line Items] | |||||
Debt instrument interest rate | 7.00% | ||||
Repayment of debt instrument | $ 24.6 | ||||
Debt instrument maturity date | Aug. 28, 2020 | ||||
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 | $ 43.2 | ||||
Purchase price amount paid | $ 10.8 | ||||
Indemnity cap | 4.3 | ||||
Stock Purchase Agreement [Member] | Juvenescence Limited [Member] | Promissory Note [Member] | |||||
Entity Listings [Line Items] | |||||
Purchase price amount paid | 21.6 | ||||
Interest income debt | $ 1,008,000 | $ 1,512,000 | |||
Stock Purchase Agreement [Member] | Juvenescence Limited [Member] | Closing of Transaction [Member] | |||||
Entity Listings [Line Items] | |||||
Purchase price amount paid | $ 10.8 |
Schedule of Property and Equipm
Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Accumulated depreciation and amortization | $ (4,315) | $ (4,591) | |
Property and equipment, net | 5,630 | 8,175 | |
Equipment, Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 3,628 | 4,148 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,472 | 2,862 | |
Right-of-Use Assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | $ 3,845 | $ 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 14. |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | |
Lessor, Lease, Description [Line Items] | ||||
Financing leases related to property and equipment | $ 79 | $ 79 | $ 96 | |
Right-of-use assets | 215 | 215 | 775 | |
Depreciation, Depletion and Amortization | 900 | 1,100 | ||
Proceeds from Sale of Property, Plant, and Equipment | 32 | 209 | ||
Gain (Loss) on Disposition of Property Plant Equipment | 9 | 109 | ||
Write off of assets with remaining net book value | 156 | 156 | ||
Gain on sale of non-capitalized assets | 72 | $ 337 | ||
Lineage Terminated Lease [Member] | ||||
Lessor, Lease, Description [Line Items] | ||||
Right-of-use assets | $ 1,400 | |||
Write off of assets with remaining net book value | 104 | $ 104 | ||
Original cell cure lease [Member] | ||||
Lessor, Lease, Description [Line Items] | ||||
Increase in right of use assets | $ 600 |
Schedule of Goodwill and Intang
Schedule of Goodwill and Intangible Assets, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill | [1] | $ 10,672 | $ 10,672 |
Total intangible assets | 66,143 | 66,143 | |
Accumulated amortization | (19,111) | (17,895) | |
Intangible assets, net | 47,032 | 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. |
Schedule of Intangible Assets F
Schedule of Intangible Assets Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 210 |
2022 | 130 |
2023 | 130 |
2024 | 22 |
Total | $ 492 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 1,216 | $ 1,998 |
Research and Development Expense [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 1,200 | $ 2,000 |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period of intangible assets | 5 years | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period of intangible assets | 10 years |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 2,611 | $ 2,427 |
Accrued compensation | 1,959 | 1,549 |
Accrued liabilities | 1,711 | 1,246 |
PPP loan payable | 523 | |
Other current liabilities | 9 | 4 |
Total | $ 6,813 | $ 5,226 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Dec. 31, 2020 | Feb. 17, 2021 | Dec. 31, 2019 | |
Entity Listings [Line Items] | ||||
Separation payments | $ 700,000 | |||
Accrued compensation | $ 1,959,000 | $ 1,549,000 | ||
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 | $ 500,000 | |||
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 | $ 2,000,000 | |||
Asterias Biotherapeutics, Inc. [Member] | Three Employees Member [Member] | ||||
Entity Listings [Line Items] | ||||
Separation payments | 2,000,000 | |||
Cancer Research [Member] | ||||
Entity Listings [Line Items] | ||||
Accrued expenses | $ 1,000,000 | |||
Axos Bank [Member] | Paycheck Protection Program [Member] | ||||
Entity Listings [Line Items] | ||||
Proceeds from Loans | $ 523,305 | |||
Percentage of non payroll costs | 40.00% | |||
Axos Bank [Member] | Paycheck Protection Program [Member] | Subsequent Event [Member] | ||||
Entity Listings [Line Items] | ||||
Loans payable | $ 150,000 |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | $ 107,949 | $ 125,478 |
Liabilities | 12,822 | 14,231 |
Cash and Cash Equivalents [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 32,585 | 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 | 32,585 | 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 | 8,977 | 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 | 8,977 | 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 | 1 | 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 | 1 | 20 |
Cell Cure Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 437 | 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 | $ 437 | $ 257 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2020shares | Sep. 30, 2019shares | Jul. 31, 2019shares | Apr. 30, 2019shares | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($)m² | |
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 | $ 359,000 | |||||
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 | m² | 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 | $ 2,176,000 | |||||
Offset against general and administrative expenses | 890,000 | |||||
Offset against research and development expenses | $ 1,286,000 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | Mar. 05, 2021 | Oct. 20, 2020 | Jul. 31, 2017 | Mar. 05, 2021 | Feb. 28, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | May 01, 2020 |
Entity Listings [Line Items] | |||||||||
Preferred Stock, 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, issued | 153,095,883 | 149,804,284 | |||||||
Common stock, outstanding | 153,095,883 | 149,804,284 | |||||||
Additional number of shares sold | 25,000,000 | 3,094,322 | |||||||
Sale of Stock, Consideration Received on Transaction | $ 5,100,000 | ||||||||
Net proceeds from sale of common shares | 5,000,000 | ||||||||
Number of warrants exercised | 11,738 | ||||||||
Other income/(expense) | 44,000 | ||||||||
Noncash expense/gain | 2,227,000 | $ 3,580,000 | |||||||
Other Long-term Liabilities [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Noncash expense/gain | 400,000 | 300,000 | |||||||
Cell Cure Warrants [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Noncash expense/gain | $ 200,000 | $ 100,000 | |||||||
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 | Jul. 31, 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 | ||||||||
Remaining Warrants [Member] | Hadasit Bio-Holdings Ltd. [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Warrants exercise price per share | $ 40 | ||||||||
Warrant expiration date | Jan. 31, 2024 | ||||||||
Subsequent Event [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Additional number of shares sold | 2,500,000 | ||||||||
Subsequent Event [Member] | ATM Shares Member | |||||||||
Entity Listings [Line Items] | |||||||||
Additional number of shares sold | 7,941,122 | ||||||||
Sale of Stock, Consideration Received on Transaction | $ 19,900,000 | ||||||||
Net proceeds from sale of common shares | 19,300,000 | ||||||||
Settled In Twenty Twenty One [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Net proceeds from sale of common shares | $ 300,000 | ||||||||
Settled In Twenty Twenty One [Member] | Subsequent Event [Member] | ATM Shares Member | |||||||||
Entity Listings [Line Items] | |||||||||
Net proceeds from sale of common shares | $ 300,000 | ||||||||
Cantor Fitzgerald And Co Member [Member] | 2017 Sales Agreement [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
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 | ||||||||
Employee [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Number of common stock shares withheld and retired for taxes paid for vested during the period | 47,000 | 189,000 | |||||||
Consultants [Member] | Cell Cure Warrants [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Warrants issued to purchase ordinary shares | 13,738 | ||||||||
Consultants [Member] | Remaining Warrants [Member] | Cell Cure Warrants [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Warrants issued to purchase ordinary shares | 2,000 | ||||||||
Consultants [Member] | Maximum [Member] | Cell Cure Warrants [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Warrants exercise price per share | $ 40.02 | ||||||||
Consultants [Member] | Minimum [Member] | Cell Cure Warrants [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Warrants exercise price per share | $ 32.02 |
Schedule of Share-based Compens
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity (Details) - $ / shares | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Option Plan of 2012 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares Available for Grant, Ending balance | 9,157 | 1,885 | |
Number of Options Outstanding, Beginning balance | 14,710 | 13,867 | |
Number of RSUs Outstanding, Beginning balance | 166 | 402 | |
Weighted Average Exercise Price of Options Outstanding, beginning balance | $ 2.17 | $ 2.44 | |
Shares Available for Grant, Adjustment due to the AgeX Distribution | 117 | ||
Number of Options Outstanding, Adjustment due to the AgeX Distribution | (2) | ||
Number of RSUs Outstanding, Adjustment due to the AgeX Distribution | 3 | ||
Weighted Average Exercise Price of Options Outstanding, Adjustment due to the AgeX Distribution | |||
Shares Available for Grant, Increase to the 2012 Plan | 8,000 | ||
Number of Options Outstanding, Increase to the 2012 Plan | |||
Number of RSUs Outstanding, Increase to the 2012 Plan | |||
Weighted Average Exercise Price of Options Outstanding, Increase to the 2012 Plan | |||
Shares Available for Grant, Options granted | (5,256) | (3,581) | |
Number of Options Outstanding, Options granted | 5,256 | 3,581 | |
Number of RSUs Outstanding, Options granted | |||
Weighted Average Exercise Price of Options Outstanding, Options granted | $ 0.71 | $ 1.06 | |
Shares Available for Grant, Options forfeited | 4,101 | 2,736 | |
Number of Options Outstanding, Options forfeited | (4,101) | (2,736) | |
Number of RSUs Outstanding, Options forfeited | |||
Weighted Average Exercise Price of Options Outstanding, Options forfeited | $ 2.61 | $ 2.13 | |
Shares Available for Grant, Restricted stock units vested | |||
Number of Options Outstanding, Restricted stock units vested | |||
Number of RSUs Outstanding, Restricted stock units vested | (73) | (239) | |
Weighted Average Exercise Price of Options, Restricted stock units vested | |||
Shares Available for Grant, Ending balance | 9,157 | 8,002 | 9,157 |
Number of Options Outstanding, Ending balance | 14,710 | 15,865 | 14,710 |
Number of RSUs Outstanding, Ending balance | 166 | 93 | 166 |
Weighted Average Exercise Price of Options Outstanding, end balance | $ 2.17 | $ 1.57 | $ 2.17 |
Number of Options Outstanding, Options exercisable | 8,341 | ||
Weighted Average Exercise Price of Options Outstanding, Options exercisable | $ 2.16 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 4,101 | 2,736 | |
Asterias 2013 Equity Incentive Plan [Member] | Asterias Biotherapeutics, Inc. [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares Available for Grant, Ending balance | 5,190 | 4,840 | |
Number of Options Outstanding, Beginning balance | 350 | ||
Number of RSUs Outstanding, Beginning balance | |||
Weighted Average Exercise Price of Options Outstanding, beginning balance | $ 1.57 | ||
Shares Available for Grant, Options granted | (490) | ||
Number of Options Outstanding, Options granted | 490 | ||
Number of RSUs Outstanding, Options granted | |||
Weighted Average Exercise Price of Options Outstanding, Options granted | $ 1.59 | ||
Shares Available for Grant, Options forfeited | 140 | ||
Number of Options Outstanding, Options forfeited | (140) | ||
Number of RSUs Outstanding, Options forfeited | |||
Weighted Average Exercise Price of Options Outstanding, Options forfeited | $ 1.63 | ||
Shares Available for Grant, Ending balance | 4,840 | 4,840 | 4,840 |
Number of Options Outstanding, Ending balance | 350 | 350 | 350 |
Number of RSUs Outstanding, Ending balance | |||
Weighted Average Exercise Price of Options Outstanding, end balance | $ 1.57 | $ 1.57 | $ 1.57 |
Number of Options Outstanding, Options exercisable | 153 | ||
Weighted Average Exercise Price of Options Outstanding, Options exercisable | $ 1.57 | ||
Shares Available for Grant, Options granted | (490) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 140 |
Schedule of Weighted Average As
Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options (Details) - 2012 Plan [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years) | 6 years 2 months 12 days | 6 years |
Risk-free interest rates | 0.80% | 2.20% |
Volatility | 67.70% | 63.10% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate |
Schedule of Stock Based Compens
Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 2,227 | $ 3,580 |
Research and Development Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 464 | 516 |
General and Administrative Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 1,763 | $ 3,064 |
Stock-Based Awards (Details Nar
Stock-Based Awards (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Noncash stock-based compensation expense | $ 100,000 | $ 300,000 |
2012 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average fair value of stock option awards granted | $ 0.43 | $ 0.68 |
2012 Equity Incentive Plan [Member] | Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee withholding taxes in exchange vesting restricted stock units | $ 27,000 | $ 100,000 |
Employee withholding taxes in exchange vesting restricted stock units, shares | 26,000 | 109,000 |
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 | |
2012 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options outstanding,weighted-average remaining contractual term | 6 years 3 months 18 days | |
Options exercisable,weighted-average remaining contractual term | 4 years 1 month 6 days | |
Options outstanding,intrinsic value | $ 7,400,000 | |
Options exercisable,intrinsic value | $ 900,000 | |
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 |
Options outstanding,weighted-average remaining contractual term | 8 years 2 months 12 days | |
Options outstanding,intrinsic value | $ 67,000 | |
Options exercisable,intrinsic value | $ 29,000 | |
Number of restricted stock units | 84,940 | |
Common shares issued | 60,304 | |
Lineage's 2002 Plan and 2012 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs related to unvested stock options | $ 3,900,000 | |
Expected recognized expense over weighted average period | 2 years 7 months 6 days |
Schedule of Income before Incom
Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||
Loss before net income tax benefit | $ (21,924) | $ (19,234) |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Loss before net income tax benefit | (17,500) | (7,303) |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Loss before net income tax benefit | $ (4,424) | $ (11,931) |
Schedule of Income Tax Rate Rec
Schedule of Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Computed tax benefit at federal statutory rate | 21.00% | 21.00% |
Research and development and other credits | 1.00% | 3.00% |
Removal of DTL for equity investment in Asterias due to merger | 22.00% | |
Permanent differences | (1.00%) | |
Change in valuation allowance | (17.00%) | (106.00%) |
Establish DTL for deferred assets from Asterias Merger | 42.00% | |
Deconsolidation of AgeX and subsidiaries net deferred tax assets | 3.00% | |
State tax benefit, net of effect on federal income taxes | 3.00% | 54.00% |
Foreign rate differential and other | (2.00%) | 1.00% |
Income tax benefit | 6.00% | 39.00% |
Schedule of Components of Defer
Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 63,941 | $ 62,060 |
Research and development and other credits | 8,878 | 8,619 |
Patents and licenses | 1,178 | 1,220 |
Stock options | 2,131 | 2,708 |
Operating lease liability | 242 | 832 |
Operating lease ROU assets | (215) | (775) |
Equity method investments and marketable securities at fair value | (15,685) | (19,367) |
Other, net | 1,523 | 984 |
Total | 61,993 | 56,281 |
Valuation allowance | (64,069) | (59,596) |
Net deferred tax liabilities | $ (2,076) | $ (3,315) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred income Tax expens benefit | $ 1,200,000 | |
Income tax, valuation allowance | $ 7,400,000 | |
Foreign net operating loss carryforwards | 3,600,000 | |
State net operating loss carryforwards | 3,800,000 | |
Foreign income tax expense | 31,000 | |
Deferred tax assets, valuation allowance | $ 7,400,000 | |
Net operating loss carryforwards for federal tax purposes | $ 169,900,000 | |
Net operating loss carryforwards change in ownership control | 50.00% | |
California Agreement [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax deductions | $ 150,000 | |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 88,300,000 | |
Increase in NOL carryover | 3,600,000 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 118,600,000 | |
Tax credit carryforwards | 5,700,000 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforwards | $ 3,200,000 | |
Tax credit carryforward, limitation on use | the credits generated each year have a carryforward period of 20 years | |
Net operating losses expiration date | between 2020 and 2040 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 1,356 | $ 1,364 |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from financing leases | 20 | 28 |
Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from financing leases | 26 | 30 |
Right of use assets obtained in exchange for lease obligations: Operating leases | 1,047 | 738 |
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 | Dec. 31, 2020 | Dec. 31, 2019 |
Loss Contingencies [Line Items] | ||
Right-of-use assets, net | $ 215 | $ 775 |
Right-of-use lease liabilities, noncurrent | 2,514 | 3,868 |
Total operating lease liabilities | 242 | 832 |
Property and equipment, gross | 79 | 96 |
Accumulated depreciation | (65) | (48) |
Property and equipment, net | 14 | 48 |
Current liabilities | 16 | 33 |
Long-term liabilities | 26 | 77 |
Total finance lease liabilities | $ 42 | $ 110 |
Operating Lease, Weighted Average Remaining Lease Term | 4 years 2 months 12 days | 4 years 1 month 6 days |
Finance Lease, Weighted Average Remaining Lease Term | 2 years 4 months 24 days | 3 years 4 months 24 days |
Weighted average discount rate Operating leases | 8.00% | 9.10% |
Weighted average discount rate Finance leases | 10.00% | 10.00% |
Operating Lease Liability [Member] | ||
Loss Contingencies [Line Items] | ||
Right-of-use assets, net | $ 2,916 | $ 4,666 |
Right-of-use lease liabilities, current | 746 | 1,190 |
Right-of-use lease liabilities, noncurrent | 2,514 | 3,868 |
Total operating lease liabilities | $ 3,260 | $ 5,058 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Commitments (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Loss Contingencies [Line Items] | ||
Total | $ 242 | $ 832 |
Total | 42 | 110 |
Operating Lease Liability [Member] | ||
Loss Contingencies [Line Items] | ||
2021 | 957 | |
2022 | 912 | |
2023 | 480 | |
2024 | 454 | |
2025 | 442 | |
Thereafter | 628 | |
Total lease payments | 3,873 | |
Less imputed interest | (613) | |
Total | 3,260 | $ 5,058 |
Finance Lease Liability [Member] | ||
Loss Contingencies [Line Items] | ||
2021 | 19 | |
2022 | 19 | |
2023 | 8 | |
2024 | ||
2025 | ||
Thereafter | ||
Total lease payments | 46 | |
Less imputed interest | (4) | |
Total | $ 42 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Sep. 11, 2020USD ($)ft² | May 06, 2020USD ($) | May 06, 2020GBP (£) | Aug. 13, 2019USD ($) | Jan. 28, 2019USD ($) | Jan. 28, 2019ILS (₪) | Jan. 05, 2019USD ($) | Apr. 02, 2018USD ($) | Apr. 02, 2018ILS (₪) | Jan. 28, 2018ft²m² | Apr. 30, 2021GBP (£) | Feb. 28, 2021USD ($) | Jan. 31, 2021GBP (£) | Nov. 30, 2020USD ($) | Sep. 30, 2020GBP (£) | Feb. 29, 2020USD ($) | Jan. 31, 2020USD ($) | Aug. 31, 2019USD ($) | May 31, 2019ft² | Jan. 31, 2019USD ($) | Dec. 31, 2015ft² | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)ft²m² | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Aug. 01, 2020USD ($)ft² | Apr. 30, 2020USD ($)ft² | Feb. 01, 2020USD ($) | Jan. 24, 2019USD ($) |
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Access fees payable | $ 2,500,000 | ||||||||||||||||||||||||||||
Loss Contingency, Damages Awarded, Value | $ 200,000 | ||||||||||||||||||||||||||||
Royalty percentage | 21.50% | ||||||||||||||||||||||||||||
Milestone aggregate amount | $ 3,500,000 | ||||||||||||||||||||||||||||
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 | $ 1,600,000 | £ 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 area | m² | 934 | ||||||||||||||||||||||||||||
Lease, renewal term | 5 years | ||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Lease expiration description | These payments are expected to cease in March 2021 when the office space lease expires | ||||||||||||||||||||||||||||
Industrial Microbes, Inc [Member] | Alameda Sublease [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Base rent | $ 28,000 | ||||||||||||||||||||||||||||
Base rent increase rate | 3.00% | ||||||||||||||||||||||||||||
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] | Research and Option Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Agreed signature fee amount | $ 500,000 | ||||||||||||||||||||||||||||
Gyroscope Therapeutics Limited [Member] | Second Amendment [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Agreed signature fee amount | $ 500,000 | ||||||||||||||||||||||||||||
Extension fees | $ 300,000 | ||||||||||||||||||||||||||||
Gyroscope Therapeutics Limited [Member] | Third Amendment [Member] | Subsequent Event [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 | ||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Base rent | $ 18,386 | ||||||||||||||||||||||||||||
Base rent increase rate | 3.00% | ||||||||||||||||||||||||||||
Security deposit | $ 17,850 | ||||||||||||||||||||||||||||
Carlsbad Lease [Member] | First Twenty-Four Months [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Rentable area | ft² | 7,000 | ||||||||||||||||||||||||||||
Alameda Leases [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Base rent | $ 14,592 | $ 72,636 | |||||||||||||||||||||||||||
Base rent increase rate | 3.00% | 3.00% | |||||||||||||||||||||||||||
Security deposit | $ 16,000 | $ 424,000 | |||||||||||||||||||||||||||
Number of buildings for lease | two buildings | ||||||||||||||||||||||||||||
Security deposit reduction in value | $ 78,000 | ||||||||||||||||||||||||||||
Termination fees | 130,000 | ||||||||||||||||||||||||||||
Reduction of contractual obligations | $ 780,000 | ||||||||||||||||||||||||||||
Thousand Ten Atlantic Premises [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Rentable area | ft² | 2,432 | 22,303 | |||||||||||||||||||||||||||
Lease commencement date | Oct. 1, 2020 | ||||||||||||||||||||||||||||
Lease expiration date | Jan. 31, 2023 | ||||||||||||||||||||||||||||
Thousand Twenty Atlantic Premises [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Rentable area | ft² | 8,492 | ||||||||||||||||||||||||||||
Industrial Microbes Sublease [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Security deposit | $ 56,000 | ||||||||||||||||||||||||||||
Termination fees | $ 30,000 | ||||||||||||||||||||||||||||
Rental income received | $ 119,000 | ||||||||||||||||||||||||||||
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 | 39,776 | ||||||||||||||||||||||||||||
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 | $ 12,200 | ||||||||||||||||||||||||||||
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, 2025 | |||||||||||||||||||||||||||
Lease area | m² | 728.5 | ||||||||||||||||||||||||||||
Lease, renewal term | 5 years | ||||||||||||||||||||||||||||
January 2018 Lease [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Construction allowances of leasehold improvements | $ 1,100,000 | ||||||||||||||||||||||||||||
Deposit | $ 420,000 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Safe harbour contribution, maximum contribution percentage | 5.00% | |
Expenses related to safe harbor contribution | $ 149,000 | $ 287,000 |
Segment Information (Details Na
Segment Information (Details Narrative) | 12 Months Ended |
Dec. 31, 2020Subsidiary | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Schedule of Geographic Area Inf
Schedule of Geographic Area Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Total revenues | $ 1,826 | $ 3,515 | |
Long-lived assets | 5,630 | 8,175 | |
UNITED STATES | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Total revenues | 1,160 | 2,092 | |
Foreign [Member] | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Total revenues | [1] | 666 | 1,423 |
Long-lived assets | [2] | 4,595 | 4,521 |
Domestic [Member] | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Long-lived assets | $ 1,035 | $ 3,654 | |
[1] | Foreign revenues are primarily generated from grants in Israel. | ||
[2] | Assets in foreign countries principally include laboratory equipment and leasehold improvements in Israel. |
Schedule of Revenues Disaggre_2
Schedule of Revenues Disaggregated by Source (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||
Revenues | $ 1,826 | $ 3,515 |
Grant [Member] | ||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||
Revenues | 1,053 | 2,037 |
Royalties From Product Sales and License Fees [Member] | ||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||
Revenues | 773 | 1,221 |
Sale of Research Products and Services [Member] | ||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||
Revenues | $ 257 |
Schedule of Sources of Revenues
Schedule of Sources of Revenues (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
NIH Grant Income [Member] | ||
Policyholder Account Balance [Line Items] | ||
Percentage of total revenues | 21.20% | 17.50% |
IIA Grant Income (Cell Cure Neurosciences, Ltd, Israel) [Member] | ||
Policyholder Account Balance [Line Items] | ||
Percentage of total revenues | 36.50% | 40.50% |
Royalties, Licenses, Subscriptions, Advertising and Other [Member] | ||
Policyholder Account Balance [Line Items] | ||
Percentage of total revenues | 42.30% | 34.70% |
Sale of Research Products [Member] | ||
Policyholder Account Balance [Line Items] | ||
Percentage of total revenues | 7.30% |
Enterprise-Wide Disclosures (De
Enterprise-Wide Disclosures (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||
Prepaid Expense and Other Assets, Current | $ 2,433 | $ 2,863 |
ATM Shares Member | ||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||
Prepaid Expense and Other Assets, Current | 300 | |
Royalties From Product Sales and License Fees [Member] | ||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||
Prepaid Expense and Other Assets, Current | $ 200 |
Schedule of Selected Quarterly
Schedule of Selected Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Revenues, net | $ 355 | $ 571 | $ 386 | $ 514 | $ 1,241 | $ 567 | $ 779 | $ 928 | $ 1,826 | $ 3,515 |
Operating expenses | 6,123 | 7,194 | 6,713 | 7,858 | 7,990 | 8,875 | 11,493 | 13,621 | 27,888 | 41,979 |
Loss from operations | (5,882) | (6,725) | (6,402) | (7,438) | (6,872) | (8,422) | (10,821) | (12,761) | (26,447) | (38,876) |
Net income (loss) attributable to Lineage | $ 2,032 | $ (7,760) | $ (6,522) | $ (8,399) | $ (4,482) | $ (16,505) | $ (30,032) | $ 39,310 | $ (20,649) | $ (11,709) |
Basic net income (loss) per share | $ 0.01 | $ (0.05) | $ (0.04) | $ (0.06) | $ (0.03) | $ (0.11) | $ (0.20) | $ 0.30 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ in Thousands | Mar. 05, 2021 | Mar. 05, 2021 | Feb. 28, 2021 | Mar. 05, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | |||||||
Number of stock sold | 25,000,000 | 3,094,322 | |||||
Proceeds from sale of common stock | $ 5,127 | $ 103 | |||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of stock sold | 2,500,000 | ||||||
Proceeds from sale of common stock | $ 10,100 | ||||||
Shares owned after sales, shares | 1,122,401 | ||||||
Shares owned after sales | $ 4,200 | ||||||
Subsequent Event [Member] | Research and Option Agreement [Member] | Gyroscope Therapeutics Limited [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Agreed signature fee amount | $ 500 | ||||||
Subsequent Event [Member] | ATM Share [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of stock sold | 7,941,122 | ||||||
Gross proceeds from shares sold | $ 19,900 | ||||||
Proceeds from Issuance or Sale of Equity | $ 25,000 | 19,300 | |||||
Proceeds from issuance or sales of equity | $ 300 |