Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | May 07, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
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 shares no par value | |
Trading Symbol | LCTX | |
Security Exchange Name | NYSE | |
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 Common Stock, Shares Outstanding | 162,141,197 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 56,210 | $ 32,585 | |
Marketable equity securities | 6,154 | 8,977 | |
Trade accounts and grants receivable, net | 109 | 4 | |
Prepaid expenses and other current assets | 2,149 | 2,433 | |
Total current assets | 64,622 | 43,999 | |
NONCURRENT ASSETS | |||
Property and equipment, net (Notes 6 and 15) | 5,114 | 5,630 | |
Deposits and other long-term assets | 601 | 616 | |
Goodwill | [1] | 10,672 | 10,672 |
Intangible assets, net | 46,919 | 47,032 | |
TOTAL ASSETS | 127,928 | 107,949 | |
CURRENT LIABILITIES | |||
Accounts payable and accrued liabilities | 5,733 | 6,813 | |
Financing lease and right of use lease liabilities, current portion (Note 15) | 786 | 762 | |
Deferred revenues | 101 | 193 | |
Liability classified warrants, current portion | 1 | 1 | |
Total current liabilities | 6,621 | 7,769 | |
LONG-TERM LIABILITIES | |||
Deferred tax liability | 2,076 | 2,076 | |
Right-of-use lease liability, net of current portion (Note 15) | 2,217 | 2,514 | |
Financing lease, net of current portion | 26 | 26 | |
Liability classified warrants, net of current portion | 418 | 437 | |
TOTAL LIABILITIES | 11,358 | 12,822 | |
Commitments and contingencies (Note 15) | |||
SHAREHOLDERS’ EQUITY | |||
Preferred shares, no par value, authorized 2,000 shares; none issued and outstanding as of March 31, 2021 and December 31, 2020 | |||
Common shares, no par value, 250,000 shares authorized; 162,067 and 153,096 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 415,259 | 393,944 | |
Accumulated other comprehensive loss | (2,091) | (3,667) | |
Accumulated deficit | (295,494) | (294,078) | |
Lineage Cell Therapeutics, Inc. shareholders’ equity | 117,674 | 96,199 | |
Noncontrolling interest (deficit) | (1,104) | (1,072) | |
Total shareholders’ equity | 116,570 | 95,127 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 127,928 | $ 107,949 | |
[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. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
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 | 162,066,897 | 153,095,883 |
Common stock, shares outstanding | 162,066,897 | 153,095,883 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
REVENUES: | ||
Grant revenue | $ 98 | $ 348 |
Royalties from product sales and license fees | 293 | 166 |
Total revenues | 391 | 514 |
Cost of sales | (112) | (94) |
Gross profit | 279 | 420 |
OPERATING EXPENSES: | ||
Research and development | 3,394 | 3,339 |
General and administrative | 3,935 | 4,519 |
Total operating expenses | 7,329 | 7,858 |
Loss from operations | (7,050) | (7,438) |
OTHER INCOME/(EXPENSES): | ||
Interest income, net | 2 | 405 |
Gain on sale of marketable securities | 6,024 | 1,258 |
Unrealized gain (loss) on marketable equity securities | 1,239 | (1,338) |
Unrealized gain on warrant liability | 18 | 35 |
Other expenses, net | (1,681) | (1,350) |
Total other income (expenses), net | 5,602 | (990) |
LOSS BEFORE INCOME TAXES | (1,448) | (8,428) |
Deferred income tax benefit | ||
NET LOSS | (1,448) | (8,428) |
Net loss attributable to noncontrolling interest | 32 | 29 |
NET LOSS ATTRIBUTABLE TO LINEAGE CELL THERAPEUTICS, INC. | $ (1,416) | $ (8,399) |
NET LOSS PER COMMON SHARE: | ||
BASIC | $ (0.01) | $ (0.06) |
DILUTED | $ (0.01) | $ (0.06) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: | ||
BASIC | 158,725,000 | 149,807,000 |
DILUTED | 158,725,000 | 149,807,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive (Loss)/Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
NET LOSS | $ (1,448) | $ (8,428) |
Other comprehensive income, net of tax: | ||
Foreign currency translation adjustment, net of tax | 1,576 | 1,315 |
COMPREHENSIVE (LOSS)/INCOME | 128 | (7,113) |
Less: Comprehensive loss attributable to noncontrolling interest | 32 | 29 |
COMPREHENSIVE (LOSS)/INCOME ATTRIBUTABLE TO LINEAGE CELL THERAPEUTICS, INC. COMMON SHAREHOLDERS | $ 160 | $ (7,084) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss attributable to Lineage Cell Therapeutics, Inc. | $ (1,416) | $ (8,399) |
Net loss allocable to noncontrolling interest | (32) | (29) |
Adjustments to reconcile net loss attributable to Lineage Cell Therapeutics, Inc. to net cash used in operating activities: | ||
Gain on sale of marketable securities | (6,024) | (1,258) |
Unrealized (gain)/loss on marketable equity securities | (1,239) | 1,338 |
Depreciation expense, including amortization of leasehold improvements | 174 | 212 |
Amortization of right-of-use asset | 10 | 9 |
Amortization of intangible assets | 112 | 498 |
Stock-based compensation | 539 | 626 |
Common stock issued for services | 102 | |
Change in unrealized gain on warrant liability | (18) | (35) |
Foreign currency remeasurement and other gain | 1,712 | 1,424 |
Changes in operating assets and liabilities: | ||
Accounts and grants receivable, net | (135) | 66 |
Accrued interest receivable | (378) | |
Receivables from OncoCyte and AgeX, net of payables | (40) | |
Prepaid expenses and other current assets | (92) | 911 |
Accounts payable and accrued liabilities | (1,031) | (138) |
Deferred revenue and other liabilities | (86) | 167 |
Net cash used in operating activities | (7,424) | (5,026) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from the sale of OncoCyte common shares | 10,064 | 4,963 |
Proceeds from the sale of AgeX common shares | 258 | |
Proceeds from the sale of Hadasit common shares | 21 | |
Purchase of equipment and other assets | (11) | (10) |
Other deposits | 45 | |
Net cash provided by investing activities | 10,074 | 5,256 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from employee options exercised | 1,717 | |
Common shares received and retired for employee taxes paid | (13) | (2) |
Repayment of financing lease liabilities | (8) | |
Proceeds from sale of common shares | 19,873 | |
Payments for offering costs | (614) | |
Net cash provided by (used in) financing activities | 20,963 | (10) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (80) | 73 |
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 23,533 | 293 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||
At beginning of the period | 33,183 | 10,096 |
At end of the period | $ 56,716 | $ 10,389 |
Organization and Business Overv
Organization and Business Overview | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Overview | 1. Organization and Business Overview Lineage Cell Therapeutics, Inc. (“Lineage,” “we,” “us,” or “our”) is a clinical-stage biotechnology company developing novel cell therapies for unmet medical needs. Our focus is to develop therapies for degenerative retinal diseases, neurological conditions associated with demyelination, and that aid the body in detecting and combating cancer. Specifically, Lineage is testing therapies to treat dry age-related macular degeneration, spinal cord injuries, and non-small cell lung cancer. Our programs are based on our proprietary cell-based technology platform and associated development and manufacturing capabilities. From this platform, we develop and manufacture specialized, terminally or functionally differentiated human cells from established and well-characterized pluripotent cell lines. These differentiated cells are transplanted into a patient either to replace or support cells that are dysfunctional or absent due to degenerative disease or traumatic injury, or are administered as a means of helping the body mount a more robust and effective immune response to cancer. We have 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”). We continue to hold common stock in OncoCyte as of March 31, 2021. 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 existing protocols or 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 52.6 The Asterias Merger was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, which requires, among other things, that the assets and liabilities assumed be recognized at their fair values as of the acquisition date. See Note 3 for a discussion of the Asterias Merger. Investment in OncoCyte Lineage has an equity position in OncoCyte, a publicly traded molecular diagnostic company (NYSE American: OCX), which Lineage founded and, in the past, was a majority-owned consolidated subsidiary until February 17, 2017, when Lineage deconsolidated OncoCyte’s financial statements. OncoCyte is focused on developing and commercializing laboratory-developed tests to serve unmet medical needs across the cancer care continuum. As of March 31, 2021, Lineage owned approximately 1.1 million shares of OncoCyte common stock, or 1.3 % of its outstanding shares (see Note 4). |
Basis of Presentation, Liquidit
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies | 2. Basis of Presentation, Liquidity and Summary of Significant Accounting Policies The unaudited condensed consolidated interim financial statements presented herein, and discussed below, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. In accordance with those rules and regulations certain information and footnote disclosures normally included in comprehensive consolidated financial statements have been condensed or omitted. The condensed consolidated balance sheet as of December 31, 2020 was derived from the audited consolidated financial statements at that date, but does not include all the information and footnotes required by GAAP. These condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Lineage’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (the “Commission”) on March 11, 2021. The accompanying condensed consolidated interim financial statements, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of Lineage’s financial condition and results of operations. The condensed consolidated results of operations are not necessarily indicative of the results to be expected for any other interim period or for the entire year. Principles of consolidation Lineage’s condensed consolidated interim financial statements include the accounts of its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. The following table reflects Lineage’s ownership, directly or through one or more subsidiaries, of the outstanding shares of its operating subsidiaries as of March 31, 2021. Schedule of Lineage's Ownership of Outstanding Shares of its Subsidiaries Subsidiary Field of Business Lineage 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. As of March 31, 2021, 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 Lineage has incurred significant operating losses and in recent years 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 11,035,444 2.27 25.0 25.0 50.0 No sales of the additional $25.0 million shares have been conducted as of May 7, 2021. As of March 31, 2021, Lineage had an accumulated deficit of approximately $ 295.5 58.0 116.6 62.4 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. Lineage cannot assure that adequate financing will be available on favorable terms, if at all. Sales of additional equity securities by Lineage or its subsidiaries and affiliates could result in the dilution of the interests of current shareholders. Business Combinations Lineage accounts for business combinations, such as the Asterias Merger completed in March 2019, in accordance with ASC Topic 805, which requires the purchase price to be measured at fair value. When the purchase consideration consists entirely of Lineage common shares, Lineage calculates the purchase price by determining the fair value, as of the acquisition date, of shares issued in connection with the closing of the acquisition. Lineage recognizes estimated fair values of the tangible assets and intangible assets acquired, including in-process research and development (“IPR&D”), and liabilities assumed as of the acquisition date, and records as goodwill any amount of the fair value of the tangible and intangible assets acquired and liabilities assumed in excess of the purchase price. Marketable Equity Securities Lineage accounts for the shares it holds in OncoCyte, and HBL as marketable equity securities in accordance with ASC 320-10-25, Investments – Debt and Equity Securities, as amended by Accounting Standards Update (“ASU”) 2016-01, Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, further discussed below. OncoCyte shares have readily determinable fair values quoted on the NYSE American under trading symbol “OCX”. The HBL shares have a readily determinable fair value quoted on the Tel Aviv Stock Exchange (“TASE”) under the trading symbol “HDST” where share prices are denominated in New Israeli Shekels (NIS). Revenue Recognition Lineage recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) ASU 2014-09, Revenues from Contracts with Customers (Topic 606), and in a manner that depicts the transfer of control of a product or a service to a customer and reflects the amount of the consideration it is entitled to receive in exchange for such product or service. In doing so, Lineage follows a five-step approach: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations; and (v) recognize revenue when (or as) the customer obtains control of the product or service. Lineage considers the terms of a contract and all relevant facts and circumstances when applying the revenue recognition standard. Lineage applies the revenue recognition standard, including the use of any practical expedients, consistently to contracts with similar characteristics and in similar circumstances. Lineage’s largest source of revenue is currently related to government grants. In applying the provisions of ASU 2014-09, Lineage has determined that government grants are out of the scope of ASU 2014-09 because the government entities do not meet the definition of a “customer,” as defined by ASU 2014-09, as there is not considered to be a transfer of control of goods 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, which requires an assessment, at the inception of the grant, of whether the grant is a liability or a contract to perform research and development services for others. If Lineage or a subsidiary receiving the grant is obligated to repay the grant funds to the grantor regardless of the outcome of the research and development activities, then Lineage is required to estimate and recognize that liability. Alternatively, if Lineage or a subsidiary receiving the grant is not required to repay, or if it is required to repay the grant funds only if the research and development activities are successful, then the grant agreement is accounted for as a contract to perform research and development services for others, in which case, grant revenue is recognized when the related research and development expenses are incurred (see Note 15). 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 latest balance sheet date reported. As of March 31, 2021, deferred grant revenue was $ 101,000 Basic and diluted net income (loss) per share attributable to common shareholders Basic earnings per share is calculated by dividing net income or loss attributable to Lineage common shareholders by the weighted average number of common shares outstanding, net of unvested restricted stock or restricted stock units, subject to repurchase by Lineage, if any, during the period. Diluted earnings per share is calculated by dividing the net income or loss attributable to Lineage common shareholders by the weighted average number of common shares outstanding, adjusted for the effects of potentially dilutive common shares issuable under outstanding stock options and warrants, using the treasury-stock method, convertible preferred stock, if any, using the if-converted method, and treasury stock held by subsidiaries, if any. For the three months ended March 31, 2021 and 2020, 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 loss per common share for the periods presented because including them would have been antidilutive (in thousands): Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Three Months Ended 2021 2020 Stock options 19,257 17,959 Lineage Warrants (1) 1,090 1,090 Restricted stock units 77 145 (1) Although the Lineage Warrants (as defined below) are classified as liabilities, the Lineage Warrants are considered for dilutive earnings per share calculations in accordance with ASC 260, Earnings Per Share, and determined to be antidilutive for the period presented. Restricted Cash In accordance with ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, Lineage explains the change during the period in the total of cash, cash equivalents and restricted cash, and includes restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the condensed consolidated statements of cash flows. 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 March 31, December 31, March 31, December 31, (unaudited) (unaudited) Cash and cash equivalents $ 56,210 $ 32,585 $ 9,832 $ 9,497 Restricted cash included in deposits and other long-term assets (see Note 15) 506 520 557 599 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 $ 56,716 $ 33,183 $ 10,389 $ 10,096 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, which modifies certain disclosure requirements for reporting fair value measurements. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Lineage adopted this standard on January 1, 2020 and it did not have a significant impact on its condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. The ASU enhances and simplifies various aspects of the income tax accounting guidance in ASC 740 and removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years with early adoption permitted. Lineage adopted this standard as of January 1, 2021 and it is not expected to have a material impact on its condensed consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted - The recently issued accounting pronouncements applicable to Lineage that are not yet effective should be read in conjunction with the recently issued accounting pronouncements, as applicable and disclosed in Lineage’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Commission on March 11, 2021. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for Lineage beginning January 1, 2023. Lineage has not yet completed its assessment of the impact of the new standard on its condensed consolidated financial statements. |
Asterias Merger
Asterias Merger | 3 Months Ended |
Mar. 31, 2021 | |
Business Combination and Asset Acquisition [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 52.6 Asterias has two IPR&D intangible assets that were valued at $ 46.5 31.7 14.8 Asterias also has certain royalty revenues for “research only use” culture media for pre-clinical research applications under certain, specific patent families under contracts which preclude the customers to sell for commercial use or for clinical trials. These royalty cash flows are generated under certain specific patent families that Asterias previously acquired from Geron Corporation (“Geron”). Asterias pays Geron a royalty for all royalty revenues received from these contracts. Because these patents are expected to continue to generate revenues for Asterias and are not to be used in the OPC1 or the VAC2 programs, these patents are considered to be separate long-lived intangible assets under ASC 805. 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. Asterias Merger Related Litigation - See Note 15 Commitments and Contingencies for discussion regarding litigation related to the Asterias Merger. |
Accounting for Common Stock of
Accounting for Common Stock of OncoCyte, at Fair Value | 3 Months Ended |
Mar. 31, 2021 | |
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 As of March 31, 2021, Lineage owned approximately 1.1 5.8 5.19 3.6 8.7 2.39 For the three months ended March 31, 2021, Lineage recorded a realized gain of $ 6.0 1.2 For the three months ended March 31, 2020, Lineage recorded a realized gain of $ 1.1 0.3 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 | 3 Months Ended |
Mar. 31, 2021 | |
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 (“Juvenescence”) 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% August 28, 2020 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net At March 31, 2021 and December 31, 2020, property and equipment, net was comprised of the following (in thousands): Schedule of Property and Equipment, Net March 31, 2021 December 31, 2020 (unaudited) Equipment, furniture and fixtures $ 3,448 $ 3,628 Leasehold improvements 2,392 2,472 Right-of-use assets 3,746 3,845 Accumulated depreciation and amortization (4,472 ) (4,315 ) Property and equipment, net $ 5,114 $ 5,630 Property and equipment at March 31, 2021 and December 31, 2020 includes $ 79,000 1.4 Depreciation and amortization expense amounted to $ 174,000 212,000 16,000 30,000 13,000 2,000 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 7. Goodwill and Intangible Assets, Net At March 31, 2021, and December 31, 2020, goodwill and intangible assets, net consisted of the following (in thousands): Schedule of Goodwill and Intangible Assets, Net March 31, 2021 December 31,2020 (unaudited) Goodwill (1) $ 10,672 $ 10,672 Intangible assets: Acquired IPR&D - OPC1 (from the Asterias Merger) (2) $ 31,700 $ 31,700 Acquired IPR&D - VAC2 (from the Asterias Merger) (2) 14,840 14,840 Intangible assets subject to amortization: Acquired patents 18,953 18,953 Acquired royalty contracts (2) 650 650 Total intangible assets 66,143 66,143 Accumulated amortization (19,224 ) (19,111 ) Intangible assets, net $ 46,919 $ 47,032 (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. (2) See Note 3 for information on the Asterias Merger which was consummated on March 8, 2019. Amortization recognized in research and development expenses was $ 0.1 0.5 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 8. Accounts Payable and Accrued Liabilities At March 31, 2021 and December 31, 2020, accounts payable and accrued liabilities consisted of the following (in thousands): Schedule of Accounts Payable and Accrued Liabilities March 31, 2021 December 31, 2020 (unaudited) Accounts payable $ 2,797 $ 2,611 Accrued compensation 1,246 1,959 Accrued liabilities 988 1,711 PPP loan payable 523 523 Other current liabilities 179 9 Total $ 5,733 $ 6,813 As of March 31, 2021, accrued liabilities includes $ 0.3 PPP Loan Payable In April 2020, Lineage received a loan for $ 523,000 from Axos Bank under the PPP contained within the Coronavirus Aid, Relief and Economic Security (“CARES”) Act. The PPP loan has a term of two years, is unsecured, and is guaranteed by the U.S. Small Business Administration (“SBA”). The loan carries a fixed interest rate of one percent per annum, with the first six months of interest deferred. Under the CARES Act and Paycheck Protection Program Flexibility Act, Lineage will be eligible to apply for forgiveness of all loan proceeds used to pay payroll costs, rent, utilities and other qualifying expenses during the 24-week period following receipt of the loan, provided that Lineage maintains its employment and compensation within certain parameters during such period. Not more than 40% of the forgiven amount may be for non-payroll costs. If the conditions outlined in the PPP loan program are adhered to by Lineage, all or part of such loan could be forgiven. Lineage believes that all or a substantial portion of the PPP loan is eligible for forgiveness within one year and classifies the loan as a short-term liability. 150,000 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
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 equity securities and our liability classified warrants at fair value on a recurring basis. The fair values of such assets were as follows for March 31, 2021 and December 31, 2020 (in thousands): Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis Fair Value Measurements Using Balance at March 31, 2021 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Assets: Cash and cash equivalents $ 56,210 $ 56,210 $ - $ - Marketable equity securities 6,154 6,154 - - Liabilities: Lineage Warrants 1 - - 1 Cell Cure Warrants 418 - - 418 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 equity securities 8,977 8,977 - - Liabilities: Lineage Warrants 1 - - 1 Cell Cure Warrants 437 - - 437 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 equity securities include our positions in OncoCyte, and HBL. Both of these securities have readily determinable fair values quoted on the NYSE American or TASE stock exchanges. These securities are measured at fair value and reported as current assets on the condensed 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 | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions Lineage incurred costs of $ 5,050 900 March 2021 In connection with the putative shareholder class action lawsuits filed in February 2019 and October 2019 challenging the Asterias Merger (see Note 15), Lineage has agreed to pay for the legal defense of Neal Bradsher, director, 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 March 31, 2021, Lineage has incurred a total of $ 375,000 As part of financing transactions in which there were multiple other purchasers, Broadwood Partners, L.P. purchased 1,000,000 2,000,000 623,090 |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Shareholders’ Equity | 11. Shareholders’ Equity Preferred Shares Lineage is authorized to issue 2,000,000 Common Shares At March 31, 2021, Lineage was authorized to issue 250,000,000 162,066,897 153,095,883 At-The-Market Offering On May 1, 2020, Lineage entered into the Sales Agreement, pursuant to which Lineage may offer and sell, from time to time, through Cantor Fitzgerald, common shares of Lineage having an aggregate offering price of up to $ 25,000,000 11,035,444 2.27 25.0 25.0 50.0 No sales of the additional $25.0 million shares have been conducted as of May 7, 2021. Lineage agreed to pay Cantor Fitzgerald a commission of 3.0 Reconciliation of Changes in Shareholders’ Equity The following tables document the changes in shareholders’ equity for the three months ended March 31, 2021 and 2020 (unaudited and in thousands): Schedule of Shareholders' Equity 1 2 3 4 5 6 7 8 Preferred Shares Common Shares Noncontrolling Accumulated Other Total Number Number Accumulated Interest/ Comprehensive Shareholders’ of Shares Amount of Shares Amount Deficit (Deficit) Income/(Loss) Equity BALANCE AT DECEMBER 31, 2020 - $ 153,096 $ 393,944 $ (294,078 ) $ (1,072 ) $ (3,667 ) $ 95,127 Shares issued through ATM - - 7,941 19,008 - - - 19,008 Shares issued for services - - 78 202 - - - 202 Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes - - 10 (12 ) - - - (12 ) Shares issued upon exercise of stock options - - 942 1,751 1,751 Financing related fees - - - (173 ) - - - (173 ) Stock-based compensation - - - 539 - - - 539 Foreign currency translation gain - - - - - - 1,576 1,576 NET LOSS - - - - (1,416 ) (32 ) - (1,448 ) BALANCE AT MARCH 31, 2021 - $ - 162,067 $ 415,259 $ (295,494 ) $ (1,104 ) $ (2,091 ) $ 116,570 Preferred Shares Common Shares Noncontrolling Accumulated Other Total Number Number Accumulated Interest/ Comprehensive Shareholders’ of Shares Amount of Shares Amount Deficit (Deficit) Income/(Loss) Equity BALANCE AT DECEMBER 31, 2019 - $ 149,804 $ 387,062 $ (273,422 ) $ (1,712 ) $ (681 ) $ 111,247 Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes - - 14 (2 ) - - - (2 ) Stock-based compensation - - - 626 - - - 626 Foreign currency translation gain - - - - - - 1,315 1,315 NET LOSS - - - - (8,399 ) (29 ) - (8,428 ) BALANCE AT MARCH 31, 2020 - $ - 149,818 $ 387,686 $ (281,821 ) $ (1,741 ) $ 634 $ 104,758 Warrants Lineage (previously Asterias) Warrants - Liability Classified In March 2019, in connection with the closing of the Asterias Merger, Lineage assumed outstanding Asterias Warrants (the “Lineage Warrants”). As of March 31, 2021, the total number of common shares of Lineage subject to warrants that were assumed by Lineage in connection with the Asterias Merger was 1,089,900 30 6.15 May 13, 2021 Cell Cure Warrants - Liability Classified Cell Cure has two sets of issued warrants (the “Cell Cure Warrants”). Warrants to purchase 24,566 40.5359 July 2022 13,738 32.02 40.00 11,738 2,000 40.00 January 2024 |
Stock-Based Awards
Stock-Based Awards | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Awards | 12. Stock-Based Awards Equity Incentive Plan Awards Effective November 8, 2019, Lineage adopted an amendment changing the name of the BioTime, Inc. 2012 Equity Incentive Plan to the Lineage Cell Therapeutics, Inc. 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan provides for the grant of stock options, restricted stock, restricted stock units (“RSUs”) and stock appreciation rights. As of March 31, 2021, 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 Number Number Weighted December 31, 2020 8,002 15,865 93 $ 1.57 Restricted stock units vested - - (16 ) - Options granted (4,175 ) 4,175 - 2.43 Options exercised - (942 ) - 1.86 Options expired/forfeited/cancelled 191 (191 ) - 2.76 March 31, 2021 4,018 18,907 77 $ 1.74 Options exercisable at March 31, 2021 8,741 $ 1.95 At the effective time of the Asterias Merger, Lineage assumed sponsorship of the Asterias 2013 Equity Incentive Plan (the “Asterias Equity Plan”), with references to Asterias and Asterias common stock therein to be deemed references to Lineage and Lineage common shares. There were 7,309,184 5,189,520 A summary of activity under the Asterias Equity Plan is as follows (in thousands, except per share amounts): Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity Shares Available for Grant Number of Options Outstanding Weighted Average Exercise Price December 31, 2020 4,840 350 $ 1.57 Options granted - - - Options exercised - - - Options forfeited - - March 31, 2021 4,840 350 $ 1.57 Options exercisable at March 31, 2021 176 $ 1.57 Stock-based compensation expense The fair value of each option award is estimated on the date of grant using a Black-Scholes option pricing model applying the weighted-average assumptions noted in the following table: Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options Three Months Ended 2021 2020 Expected life (in years) 6.25 6.25 Risk-free interest rates 1.06 % 0.8 % Volatility 73.0 % 67.5 % Dividend yield - % - % Operating expenses include stock-based compensation expense as follows (in thousands): Schedule of Stock Based Compensation Expense Three Months Ended 2021 2020 Research and development $ 134 $ 96 General and administrative 405 530 Total stock-based compensation expense $ 539 $ 626 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The provision for income taxes for interim periods is generally determined using an estimated annual effective tax rate as prescribed by ASC 740-270, Income Taxes, Interim Reporting. The effective tax rate may be subject to fluctuations during the year as new information is obtained, which may affect the assumptions used to estimate the annual effective tax rate, including factors such as valuation allowances and changes in valuation allowances against deferred tax assets, the recognition or de-recognition of tax benefits related to uncertain tax positions, if any, and changes in or the interpretation of tax laws in jurisdictions where Lineage conducts business. ASC 740-270 also states that if an entity is unable to reliably estimate some or a part of its ordinary income or loss, the income tax provision or benefit applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported. For items that Lineage cannot reliably estimate on an annual basis (principally unrealized gains or losses generated by changes in the market prices of OncoCyte shares), Lineage uses the actual year to date effective tax rate rather than an estimated annual effective tax rate to determine the tax effect of each item, including the use of all available net operating losses and other credits or deferred tax assets. The market value of the shares of OncoCyte common stock Lineage holds creates a deferred tax liability to Lineage based on the closing prices of the shares, less Lineage’s tax basis in the shares. The deferred tax liability generated by the OncoCyte shares that Lineage holds as of March 31, 2021, is a source of future taxable income to Lineage, as prescribed by ASC 740-10-30-17, that will more likely than not result in the realization of its deferred tax assets to the extent of the deferred tax liability. This deferred tax liability is determined based on the closing prices of the OncoCyte shares as of March 31, 2021. Due to the inherent unpredictability of future prices of those shares, Lineage cannot reliably estimate or project those deferred tax liabilities on an annual basis. Therefore, the deferred tax liability pertaining to OncoCyte shares, determined based on the actual closing prices on the last stock market trading day of the applicable accounting period, and the related impacts to the valuation allowance and deferred tax asset changes, are recorded in the accounting period in which they occur. Prior to the Asterias Merger discussed in Note 3, the Asterias shares Lineage held generated similar deferred tax liabilities to Lineage as the OncoCyte shares discussed above. As of the Asterias Merger date and due to Asterias becoming a wholly owned subsidiary of Lineage, the Asterias deferred tax liabilities were eliminated with a corresponding adjustment to Lineage’s valuation allowance, resulting in no tax provision or benefit from this adjustment. In connection with the Asterias Merger, a deferred tax liability of $ 10.8 A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. Lineage established a full valuation allowance as of December 31, 2018 due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets, including foreign net operating losses generated by its subsidiaries. During the year ended December 31, 2020, 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 $ 1.2 For the three months ended March 31, 2021, and 2020, Lineage did not record any provision or benefit for income taxes, as Lineage had taxable income related to a gain on the sale of OncoCyte common stock in the periods. This taxable income was offset by net operating loss carryforwards. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 14. Supplemental Cash Flow Information Supplemental disclosure of cash flow information for the three months ended March 31, 2021 and 2020 is as follows (in thousands): Schedule of Supplemental Cash Flow Information Three Months Ended March 31, (unaudited) 2021 2020 Cash paid during period for interest $ 3 $ 7 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Carlsbad Lease In May 2019, Lineage entered into a lease for approximately 8,841 August 1, 2019 October 31, 2022 Base rent under the Carlsbad Lease beginning on August 1, 2020 is $ 18,386 3 7,000 In addition to base rent, Lineage pays 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 22,303 8,492 72,636 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 78,000 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 continues 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 incurred costs of $ 5,050 900 The lease was not in the scope of ASC 842 because it is a month-to-month lease. Cell Cure Leases Cell Cure leases 728.5 7,842 December 31, 2025 five years 39,776 12,200 On January 28, 2018, Cell Cure entered into another lease agreement for an additional 934 December 31, 2025 five years 4,000,000 1.1 93,827 26,000 In December 2018, Cell Cure made a $ 420,000 The below table provides supplemental cash flow information related to leases as follows (in thousands): Schedule of Supplemental Cash Flow Information Related to Leases Three Months Ended 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 208 $ 398 Operating cash flows from financing leases 3 7 Financing cash flows from financing leases - 8 Right-of-use assets obtained in exchange for lease obligations: Operating leases - 29 Financing leases - - Supplemental balance sheet information related to leases is as follows (in thousands, except lease term and discount rate): Schedule of Supplemental Balance Sheet Information Related to Leases March 31, 2021 December 31, 2020 Operating leases Right-of-use assets, net $ 2,648 $ 2,916 Right-of-use lease liabilities, current 771 746 Right-of-use lease liabilities, noncurrent 2,217 2,514 Total operating lease liabilities $ 2,988 $ 3,260 Financing leases Property and equipment, gross $ 79 $ 79 Accumulated depreciation (68 ) (65 ) Property and equipment, net $ 11 $ 14 Current liabilities $ 16 $ 16 Long-term liabilities 26 26 Total finance lease liabilities $ 42 $ 42 Weighted average remaining lease term Operating leases 4.0 4.2 Finance leases 2.2 2.4 Weighted average discount rate Operating leases 8.0 % 8.0 % Finance leases 10.0 % 10.0 % Future minimum lease commitments are as follows as of March 31, 2021 (in thousands): Schedule of Future Minimum Lease Commitments Operating Leases Finance Leases Year Ending December 31, 2021 $ 724 $ 14 2022 912 19 2023 480 8 2024 454 - 2025 442 - Thereafter 531 - Total lease payments $ 3,543 $ 41 Less imputed interest (555 ) (4 ) Total $ 2,988 $ 37 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 provided 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 had 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 (the “Option Period”), which was initially set to expire in February 2021. Pursuant to the terms of the Gyroscope Agreement, Lineage paid access fees totaling $ 2.5 million: (i) $ 1.25 million in January 2019 upon execution of the Gyroscope Agreement; and (ii) $ 1.25 million in August 2019 upon completion of certain collaborative research activities using the Gyroscope technology for the OpRegen Phase 1/2a clinical trial. These access fees of $ 2.5 million were amortized on a straight-line basis throughout 2019 and included in research and development expenses. Lineage also agreed to reimburse Gyroscope for costs of consumables, training services, travel costs and other out of pocket expenses incurred by Gyroscope for performing services under the Gyroscope Agreement. In January 2020, Lineage agreed to pay an additional $ 0.5 million to extend the Access Period to July 5, 2020, $ 0.2 million of which was paid in January 2020 and $ 0.3 million of which was paid in November 2020. The Access Period was subsequently extended two additional times at no cost and ended in accordance with the terms of the Gyroscope Agreement in November 2020. In February 2021, Lineage exercised its right to extend the initial Option Period for $ 0.5 million. During the extended Option Period, Lineage determined not to pursue a definitive agreement to distribute and sell the Orbit Device, and the Gyroscope Agreement terminated on May 11, 2021 upon expiration of the Option Period. Litigation Lineage is subject to various claims and contingencies in the ordinary course of its business, including those related to litigation, business transactions, employee-related matters, and others. When Lineage is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, Lineage will record a liability for the loss. If the loss is not probable or the amount of the loss cannot be reasonably estimated, Lineage will disclose the claim if the likelihood of a potential loss is reasonably possible and the amount involved could be material. Lineage is not aware of any claims likely to have a material adverse effect on its financial condition or results of operations. On February 19, 2019, a putative shareholder class action lawsuit was filed (captioned Lampe v. Asterias Biotherapeutics, Inc. et al On June 3, 2019, defendants filed demurrers to the Amended Complaint. On August 13, 2019, the parties submitted a stipulation to the court seeking dismissal of the action with prejudice as to the named Plaintiffs and without prejudice as to the unnamed putative class members, and disclosed to the court the parties’ agreement to resolve, for $ 200,000 On October 14, 2019, another putative class action lawsuit was filed challenging the Asterias Merger. This action (captioned Ross v. Lineage Cell Therapeutics, Inc., et al. Lineage believes the allegations in the action lack merit and intends to vigorously defend the claims asserted. It is impossible at this time to assess whether the outcome of this proceeding will have a material adverse effect on Lineage’s consolidated results of operations, cash flows or financial position. Therefore, in accordance with ASC 450, Contingencies, Employment contracts Lineage has entered into employment agreements with certain executive officers. Under the provisions of the agreements, Lineage may be required to incur severance obligations for matters relating to changes in control, as defined in the agreements, and involuntary terminations. Indemnification In the normal course of business, Lineage may provide indemnifications of varying scope under Lineage’s agreements with other companies or consultants, typically Lineage’s clinical research organizations, investigators, clinical sites, suppliers and others. Pursuant to these agreements, Lineage will generally agree to indemnify, hold harmless, and reimburse the indemnified parties for losses and expenses suffered or incurred by the indemnified parties arising from claims of third parties in connection with the use or testing of Lineage’s products and services. Indemnification provisions could also cover third party infringement claims with respect to patent rights, copyrights, or other intellectual property pertaining to Lineage products and services. The term of these indemnification agreements will generally continue in effect after the termination or expiration of the particular research, development, services, or license agreement to which they relate. The potential future payments Lineage could be required to make under these indemnification agreements will generally not be subject to any specified maximum amount. Historically, Lineage has not been subject to any claims or demands for indemnification. Lineage also maintains various liability insurance policies that provide Lineage with insurance against claims or demands for indemnification in specified circumstances. As a result, Lineage believes the fair value of these indemnification agreements is minimal. Accordingly, Lineage has not recorded any liabilities for these agreements as of March 31, 2021 and December 31, 2020. 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, Cell Cure will be required to pay royalties on future product sales, if any, up to the amounts received from the IIA, plus interest indexed to LIBOR. Cell Cure’s research and product development activities under the grant are subject to substantial risks and uncertainties and performed on a best efforts basis. As a result, Cell Cure is not required to make any payments under the grant agreement unless it successfully commercializes OpRegen. Accordingly, pursuant to ASC 730-20, the grant is considered a contract to perform research and development services for others and grant revenue is recognized as the related research and development expenses are incurred (see Note 2). Israeli law pertaining to such government grants contain various conditions, including substantial penalties and restrictions on the transfer of intellectual property, or the manufacture, or both, of products developed under the grant outside of Israel, as defined by the IIA. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events Immunomic Therapeutics Inc. License Agreement On April 16, 2021, Lineage entered a worldwide license and development collaboration with Immunomic Therapeutics, Inc (ITI). Lineage is the sole and exclusive owner of the rights to the VAC platform and has licensed to ITI patents and materials for the development and commercialization of novel cancer immunotherapy agent derived from this platform utilizing an antigen provided by ITI. Under terms of the Agreement, Lineage is entitled to upfront licensing fees totaling $ 2.0 67.0 10 PPP Loan On May 13, 2021, Lineage received notice that its PPP loan was forgiven in full. See Note 8 for additional information. |
Basis of Presentation, Liquid_2
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation Lineage’s condensed consolidated interim financial statements include the accounts of its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. The following table reflects Lineage’s ownership, directly or through one or more subsidiaries, of the outstanding shares of its operating subsidiaries as of March 31, 2021. Schedule of Lineage's Ownership of Outstanding Shares of its Subsidiaries Subsidiary Field of Business Lineage 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. As of March 31, 2021, Lineage consolidated its direct and indirect wholly owned or majority-owned subsidiaries because Lineage has the ability to control their operating and financial decisions and policies through its ownership, and the noncontrolling interest is reflected as a separate element of shareholders’ equity on Lineage’s consolidated balance sheets. |
Liquidity | Liquidity Lineage has incurred significant operating losses and in recent years 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 11,035,444 2.27 25.0 25.0 50.0 No sales of the additional $25.0 million shares have been conducted as of May 7, 2021. As of March 31, 2021, Lineage had an accumulated deficit of approximately $ 295.5 58.0 116.6 62.4 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. Lineage cannot assure that adequate financing will be available on favorable terms, if at all. Sales of additional equity securities by Lineage or its subsidiaries and affiliates could result in the dilution of the interests of current shareholders. |
Business Combinations | Business Combinations Lineage accounts for business combinations, such as the Asterias Merger completed in March 2019, in accordance with ASC Topic 805, which requires the purchase price to be measured at fair value. When the purchase consideration consists entirely of Lineage common shares, Lineage calculates the purchase price by determining the fair value, as of the acquisition date, of shares issued in connection with the closing of the acquisition. Lineage recognizes estimated fair values of the tangible assets and intangible assets acquired, including in-process research and development (“IPR&D”), and liabilities assumed as of the acquisition date, and records as goodwill any amount of the fair value of the tangible and intangible assets acquired and liabilities assumed in excess of the purchase price. |
Marketable Equity Securities | Marketable Equity Securities Lineage accounts for the shares it holds in OncoCyte, and HBL as marketable equity securities in accordance with ASC 320-10-25, Investments – Debt and Equity Securities, as amended by Accounting Standards Update (“ASU”) 2016-01, Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, further discussed below. OncoCyte shares have readily determinable fair values quoted on the NYSE American under trading symbol “OCX”. The HBL shares have a readily determinable fair value quoted on the Tel Aviv Stock Exchange (“TASE”) under the trading symbol “HDST” where share prices are denominated in New Israeli Shekels (NIS). |
Revenue Recognition | Revenue Recognition Lineage recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) ASU 2014-09, Revenues from Contracts with Customers (Topic 606), and in a manner that depicts the transfer of control of a product or a service to a customer and reflects the amount of the consideration it is entitled to receive in exchange for such product or service. In doing so, Lineage follows a five-step approach: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations; and (v) recognize revenue when (or as) the customer obtains control of the product or service. Lineage considers the terms of a contract and all relevant facts and circumstances when applying the revenue recognition standard. Lineage applies the revenue recognition standard, including the use of any practical expedients, consistently to contracts with similar characteristics and in similar circumstances. Lineage’s largest source of revenue is currently related to government grants. In applying the provisions of ASU 2014-09, Lineage has determined that government grants are out of the scope of ASU 2014-09 because the government entities do not meet the definition of a “customer,” as defined by ASU 2014-09, as there is not considered to be a transfer of control of goods 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, which requires an assessment, at the inception of the grant, of whether the grant is a liability or a contract to perform research and development services for others. If Lineage or a subsidiary receiving the grant is obligated to repay the grant funds to the grantor regardless of the outcome of the research and development activities, then Lineage is required to estimate and recognize that liability. Alternatively, if Lineage or a subsidiary receiving the grant is not required to repay, or if it is required to repay the grant funds only if the research and development activities are successful, then the grant agreement is accounted for as a contract to perform research and development services for others, in which case, grant revenue is recognized when the related research and development expenses are incurred (see Note 15). 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 latest balance sheet date reported. As of March 31, 2021, deferred grant revenue was $ 101,000 |
Basic and diluted net income (loss) per share attributable to common shareholders | Basic and diluted net income (loss) per share attributable to common shareholders Basic earnings per share is calculated by dividing net income or loss attributable to Lineage common shareholders by the weighted average number of common shares outstanding, net of unvested restricted stock or restricted stock units, subject to repurchase by Lineage, if any, during the period. Diluted earnings per share is calculated by dividing the net income or loss attributable to Lineage common shareholders by the weighted average number of common shares outstanding, adjusted for the effects of potentially dilutive common shares issuable under outstanding stock options and warrants, using the treasury-stock method, convertible preferred stock, if any, using the if-converted method, and treasury stock held by subsidiaries, if any. For the three months ended March 31, 2021 and 2020, 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 loss per common share for the periods presented because including them would have been antidilutive (in thousands): Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Three Months Ended 2021 2020 Stock options 19,257 17,959 Lineage Warrants (1) 1,090 1,090 Restricted stock units 77 145 (1) Although the Lineage Warrants (as defined below) are classified as liabilities, the Lineage Warrants are considered for dilutive earnings per share calculations in accordance with ASC 260, Earnings Per Share, and determined to be antidilutive for the period presented. |
Restricted Cash | Restricted Cash In accordance with ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, Lineage explains the change during the period in the total of cash, cash equivalents and restricted cash, and includes restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the condensed consolidated statements of cash flows. 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 March 31, December 31, March 31, December 31, (unaudited) (unaudited) Cash and cash equivalents $ 56,210 $ 32,585 $ 9,832 $ 9,497 Restricted cash included in deposits and other long-term assets (see Note 15) 506 520 557 599 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 $ 56,716 $ 33,183 $ 10,389 $ 10,096 |
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, which modifies certain disclosure requirements for reporting fair value measurements. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Lineage adopted this standard on January 1, 2020 and it did not have a significant impact on its condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. The ASU enhances and simplifies various aspects of the income tax accounting guidance in ASC 740 and removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years with early adoption permitted. Lineage adopted this standard as of January 1, 2021 and it is not expected to have a material impact on its condensed consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted - The recently issued accounting pronouncements applicable to Lineage that are not yet effective should be read in conjunction with the recently issued accounting pronouncements, as applicable and disclosed in Lineage’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Commission on March 11, 2021. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for Lineage beginning January 1, 2023. Lineage has not yet completed its assessment of the impact of the new standard on its condensed consolidated financial statements. |
Basis of Presentation, Liquid_3
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Lineage's Ownership of Outstanding Shares of its Subsidiaries | Schedule of Lineage's Ownership of Outstanding Shares of its Subsidiaries Subsidiary Field of Business Lineage 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. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following common share equivalents were excluded from the computation of diluted net loss per common share for the periods presented because including them would have been antidilutive (in thousands): Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Three Months Ended 2021 2020 Stock options 19,257 17,959 Lineage Warrants (1) 1,090 1,090 Restricted stock units 77 145 (1) Although the Lineage Warrants (as defined below) are classified as liabilities, the Lineage Warrants are considered for dilutive earnings per share calculations in accordance with ASC 260, Earnings Per Share, and determined to be antidilutive for the period presented. |
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 March 31, December 31, March 31, December 31, (unaudited) (unaudited) Cash and cash equivalents $ 56,210 $ 32,585 $ 9,832 $ 9,497 Restricted cash included in deposits and other long-term assets (see Note 15) 506 520 557 599 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 $ 56,716 $ 33,183 $ 10,389 $ 10,096 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | At March 31, 2021 and December 31, 2020, property and equipment, net was comprised of the following (in thousands): Schedule of Property and Equipment, Net March 31, 2021 December 31, 2020 (unaudited) Equipment, furniture and fixtures $ 3,448 $ 3,628 Leasehold improvements 2,392 2,472 Right-of-use assets 3,746 3,845 Accumulated depreciation and amortization (4,472 ) (4,315 ) Property and equipment, net $ 5,114 $ 5,630 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets, Net | At March 31, 2021, and December 31, 2020, goodwill and intangible assets, net consisted of the following (in thousands): Schedule of Goodwill and Intangible Assets, Net March 31, 2021 December 31,2020 (unaudited) Goodwill (1) $ 10,672 $ 10,672 Intangible assets: Acquired IPR&D - OPC1 (from the Asterias Merger) (2) $ 31,700 $ 31,700 Acquired IPR&D - VAC2 (from the Asterias Merger) (2) 14,840 14,840 Intangible assets subject to amortization: Acquired patents 18,953 18,953 Acquired royalty contracts (2) 650 650 Total intangible assets 66,143 66,143 Accumulated amortization (19,224 ) (19,111 ) Intangible assets, net $ 46,919 $ 47,032 (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. (2) See Note 3 for information on the Asterias Merger which was consummated on March 8, 2019. |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | At March 31, 2021 and December 31, 2020, accounts payable and accrued liabilities consisted of the following (in thousands): Schedule of Accounts Payable and Accrued Liabilities March 31, 2021 December 31, 2020 (unaudited) Accounts payable $ 2,797 $ 2,611 Accrued compensation 1,246 1,959 Accrued liabilities 988 1,711 PPP loan payable 523 523 Other current liabilities 179 9 Total $ 5,733 $ 6,813 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis | We measure cash, cash equivalents, marketable equity securities and our liability classified warrants at fair value on a recurring basis. The fair values of such assets were as follows for March 31, 2021 and December 31, 2020 (in thousands): Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis Fair Value Measurements Using Balance at March 31, 2021 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Assets: Cash and cash equivalents $ 56,210 $ 56,210 $ - $ - Marketable equity securities 6,154 6,154 - - Liabilities: Lineage Warrants 1 - - 1 Cell Cure Warrants 418 - - 418 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 equity securities 8,977 8,977 - - Liabilities: Lineage Warrants 1 - - 1 Cell Cure Warrants 437 - - 437 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Shareholders' Equity | The following tables document the changes in shareholders’ equity for the three months ended March 31, 2021 and 2020 (unaudited and in thousands): Schedule of Shareholders' Equity 1 2 3 4 5 6 7 8 Preferred Shares Common Shares Noncontrolling Accumulated Other Total Number Number Accumulated Interest/ Comprehensive Shareholders’ of Shares Amount of Shares Amount Deficit (Deficit) Income/(Loss) Equity BALANCE AT DECEMBER 31, 2020 - $ 153,096 $ 393,944 $ (294,078 ) $ (1,072 ) $ (3,667 ) $ 95,127 Shares issued through ATM - - 7,941 19,008 - - - 19,008 Shares issued for services - - 78 202 - - - 202 Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes - - 10 (12 ) - - - (12 ) Shares issued upon exercise of stock options - - 942 1,751 1,751 Financing related fees - - - (173 ) - - - (173 ) Stock-based compensation - - - 539 - - - 539 Foreign currency translation gain - - - - - - 1,576 1,576 NET LOSS - - - - (1,416 ) (32 ) - (1,448 ) BALANCE AT MARCH 31, 2021 - $ - 162,067 $ 415,259 $ (295,494 ) $ (1,104 ) $ (2,091 ) $ 116,570 Preferred Shares Common Shares Noncontrolling Accumulated Other Total Number Number Accumulated Interest/ Comprehensive Shareholders’ of Shares Amount of Shares Amount Deficit (Deficit) Income/(Loss) Equity BALANCE AT DECEMBER 31, 2019 - $ 149,804 $ 387,062 $ (273,422 ) $ (1,712 ) $ (681 ) $ 111,247 Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes - - 14 (2 ) - - - (2 ) Stock-based compensation - - - 626 - - - 626 Foreign currency translation gain - - - - - - 1,315 1,315 NET LOSS - - - - (8,399 ) (29 ) - (8,428 ) BALANCE AT MARCH 31, 2020 - $ - 149,818 $ 387,686 $ (281,821 ) $ (1,741 ) $ 634 $ 104,758 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 Three Months Ended 2021 2020 Expected life (in years) 6.25 6.25 Risk-free interest rates 1.06 % 0.8 % Volatility 73.0 % 67.5 % 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 Three Months Ended 2021 2020 Research and development $ 134 $ 96 General and administrative 405 530 Total stock-based compensation expense $ 539 $ 626 |
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 Number Number Weighted December 31, 2020 8,002 15,865 93 $ 1.57 Restricted stock units vested - - (16 ) - Options granted (4,175 ) 4,175 - 2.43 Options exercised - (942 ) - 1.86 Options expired/forfeited/cancelled 191 (191 ) - 2.76 March 31, 2021 4,018 18,907 77 $ 1.74 Options exercisable at March 31, 2021 8,741 $ 1.95 |
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 is as follows (in thousands, except per share amounts): Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity Shares Available for Grant Number of Options Outstanding Weighted Average Exercise Price December 31, 2020 4,840 350 $ 1.57 Options granted - - - Options exercised - - - Options forfeited - - March 31, 2021 4,840 350 $ 1.57 Options exercisable at March 31, 2021 176 $ 1.57 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Supplemental disclosure of cash flow information for the three months ended March 31, 2021 and 2020 is as follows (in thousands): Schedule of Supplemental Cash Flow Information Three Months Ended March 31, (unaudited) 2021 2020 Cash paid during period for interest $ 3 $ 7 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Supplemental Cash Flow Information Related to Leases | The below table provides supplemental cash flow information related to leases as follows (in thousands): Schedule of Supplemental Cash Flow Information Related to Leases Three Months Ended 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 208 $ 398 Operating cash flows from financing leases 3 7 Financing cash flows from financing leases - 8 Right-of-use assets obtained in exchange for lease obligations: Operating leases - 29 Financing leases - - |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases is as follows (in thousands, except lease term and discount rate): Schedule of Supplemental Balance Sheet Information Related to Leases March 31, 2021 December 31, 2020 Operating leases Right-of-use assets, net $ 2,648 $ 2,916 Right-of-use lease liabilities, current 771 746 Right-of-use lease liabilities, noncurrent 2,217 2,514 Total operating lease liabilities $ 2,988 $ 3,260 Financing leases Property and equipment, gross $ 79 $ 79 Accumulated depreciation (68 ) (65 ) Property and equipment, net $ 11 $ 14 Current liabilities $ 16 $ 16 Long-term liabilities 26 26 Total finance lease liabilities $ 42 $ 42 Weighted average remaining lease term Operating leases 4.0 4.2 Finance leases 2.2 2.4 Weighted average discount rate Operating leases 8.0 % 8.0 % Finance leases 10.0 % 10.0 % |
Schedule of Future Minimum Lease Commitments | Future minimum lease commitments are as follows as of March 31, 2021 (in thousands): Schedule of Future Minimum Lease Commitments Operating Leases Finance Leases Year Ending December 31, 2021 $ 724 $ 14 2022 912 19 2023 480 8 2024 454 - 2025 442 - Thereafter 531 - Total lease payments $ 3,543 $ 41 Less imputed interest (555 ) (4 ) Total $ 2,988 $ 37 |
Organization and Business Ove_2
Organization and Business Overview (Details Narrative) $ in Millions | Mar. 08, 2019USD ($)shares | Mar. 31, 2021Subsidiaryshares | Mar. 07, 2019 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Number of cell therapy programs | Subsidiary | 3 | ||
Parent Company [Member] | Common Stock [Member] | OncoCyte Corporation [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Equity Method Investment, Ownership Percentage | 1.30% | ||
Number of shares owned | 1,100,000 | ||
Merger Consideration [Member] | Parent Company [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 24,695,898 | ||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ | $ 32.4 | ||
Business combination purchase price consideration | $ | $ 52.6 | ||
Merger Consideration [Member] | Asterias [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 0.71 | ||
Merger Consideration [Member] | Asterias [Member] | Restricted Stock [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 58,085 | ||
Merger Agreement [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Equity Method Investment, Ownership Percentage | 38.00% |
Schedule of Lineage's Ownership
Schedule of Lineage's Ownership of Outstanding Shares of its Subsidiaries (Details) | 3 Months Ended | |
Mar. 31, 2021 | ||
Asterias Biotherapeutics, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Field of business description | Cell therapy clinical development programs in spinal cord injury and oncology | |
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | |
Cell Cure Neurosciences Ltd [Member] | ||
Business Acquisition [Line Items] | ||
Field of business description | Development and manufacturing of Lineage’s cell replacement platform technology | |
Noncontrolling Interest, Ownership Percentage by Parent | 99.00% | [1] |
ES Cell International Pte., Ltd. [Member] | ||
Business Acquisition [Line Items] | ||
Field of business description | Stem cell products for research, including clinical grade cell lines produced under cGMP | |
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | |
OrthoCyte Corporation [Member] | ||
Business Acquisition [Line Items] | ||
Field of business description | Developing bone grafting products for orthopedic diseases and injuries | |
Noncontrolling Interest, Ownership Percentage by Parent | 99.80% | |
[1] | Includes shares owned by Lineage and ESI. |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 19,257,000 | 17,959,000 | |
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 | 77,000 | 145,000 | |
[1] | Although the Lineage Warrants (as defined below) are classified as liabilities, the Lineage Warrants are considered for dilutive earnings per share calculations in accordance with ASC 260, Earnings Per Share, and determined to be antidilutive for the period presented. |
Schedule of Reconciliation of C
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 56,210 | $ 32,585 | $ 9,832 | $ 9,497 |
Restricted cash included in deposits and other long-term assets (see Note 15) | 506 | 520 | 557 | 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 | $ 56,716 | $ 33,183 | $ 10,389 | $ 10,096 |
Basis of Presentation, Liquid_4
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 05, 2021 | May 01, 2020 | Mar. 05, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | May 07, 2021 | Dec. 31, 2020 |
Entity Listings [Line Items] | |||||||
Common sock, shares issued | 162,066,897 | 153,095,883 | |||||
Proceeds from Issuance of Common Stock | $ 19,873,000 | ||||||
Stock Issued During Period, Value, New Issues | 19,008,000 | ||||||
Accumulated deficit | 295,500,000 | ||||||
Working capital | 58,000,000 | ||||||
Shareholders' equity | 116,600,000 | ||||||
Cash, Cash Equivalents, and Short-term Investments | 62,400,000 | ||||||
Contract with Customer, Liability | 101,000 | ||||||
Common Stock [Member] | |||||||
Entity Listings [Line Items] | |||||||
Stock Issued During Period, Value, New Issues | 19,008,000 | ||||||
Sales Agreement [Member] | Parent Company [Member] | |||||||
Entity Listings [Line Items] | |||||||
Proceeds from Issuance of Common Stock | $ 25,000,000 | ||||||
Stock Issued During Period, Value, New Issues | $ 50,000,000 | $ 50,000,000 | |||||
Sale of stock, Description of transaction | No sales of the additional $25.0 million shares have been conducted as of May 7, 2021. | ||||||
Sales Agreement [Member] | Parent Company [Member] | Common Stock [Member] | |||||||
Entity Listings [Line Items] | |||||||
Sale of Stock, Consideration Received on Transaction | $ 25,000,000 | ||||||
Controlled Equity Offering [Member] | Sales Agreement [Member] | Cantor Fitzgerald And Co Member [Member] | |||||||
Entity Listings [Line Items] | |||||||
Obligated common shares | $ 25,000,000 | ||||||
Controlled Equity Offering [Member] | Sales Agreement [Member] | Cantor Fitzgerald And Co Member [Member] | Parent Company [Member] | |||||||
Entity Listings [Line Items] | |||||||
Common sock, shares issued | 11,035,444 | ||||||
Sale of stock price per share | $ 2.27 |
Asterias Merger (Details Narrat
Asterias Merger (Details Narrative) - USD ($) $ in Thousands | Mar. 08, 2019 | Mar. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Closing price of common stock | $ 117,674 | $ 96,199 | |
Business combination, intangible assets | $ 46,500 | ||
OPC1 program [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | 31,700 | ||
VAC2 Program [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | $ 14,800 | ||
Merger Consideration [Member] | Parent Company [Member] | |||
Business Acquisition [Line Items] | |||
Stock-for-stock transaction | 24,695,898 | ||
Closing price of common stock | $ 32,400 | ||
Payments to Acquire Businesses, Gross | $ 52,600 | ||
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) - OncoCyte Corporation [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||
Investment owned, balance, shares | 1,100,000 | 3,600,000 | |
Investment Owned, at Fair Value | $ 5.8 | $ 8.7 | |
Closing price per share | $ 5.19 | $ 2.39 | |
Equity Method Investment, Realized Gain (Loss) on Disposal | $ 6 | $ 1.1 | |
Unrealized loss on marketable equity securities | $ 1.2 | $ 0.3 |
Sale of Significant Ownership_2
Sale of Significant Ownership Interest in AgeX to Juvenescence Limited (Details Narrative) - Stock Purchase Agreement [Member] - USD ($) $ / shares in Units, $ in Millions | Nov. 02, 2018 | Aug. 30, 2018 |
Promissory Note [Member] | ||
Entity Listings [Line Items] | ||
Debt instrument interest rate | 7.00% | |
Debt instrument maturity date | Aug. 28, 2020 | |
Juvenescence Limited [Member] | ||
Entity Listings [Line Items] | ||
Sale of Stock, Number of Shares Issued in Transaction | 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 | |
Juvenescence Limited [Member] | Promissory Note [Member] | ||
Entity Listings [Line Items] | ||
Purchase price amount paid | 21.6 | |
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 | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ (4,472) | $ (4,315) |
Property and equipment, gross | 5,114 | 5,630 |
Equipment, Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,448 | 3,628 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,392 | 2,472 |
Right-of-Use Assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,746 | $ 3,845 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Lessor, Lease, Description [Line Items] | |||
Financing leases related to property and equipment | $ 79,000 | $ 79,000 | |
Depreciation, Depletion and Amortization | 174,000 | $ 212,000 | |
Gain on sale of non-capitalized assets | 16,000 | 30,000 | |
Proceeds from Sale of Property, Plant, and Equipment | 13,000 | ||
Gain (Loss) on Disposition of Property Plant Equipment | $ 2,000 | ||
Lineage Terminated Lease [Member] | |||
Lessor, Lease, Description [Line Items] | |||
Right-of-use assets | $ 1,400 |
Schedule of Goodwill and Intang
Schedule of Goodwill and Intangible Assets, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill | [1] | $ 10,672 | $ 10,672 |
Total intangible assets | 66,143 | 66,143 | |
Accumulated amortization | (19,224) | (19,111) | |
Intangible assets, net | 46,919 | 47,032 | |
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. | ||
[2] | See Note 3 for information on the Asterias Merger which was consummated on March 8, 2019. |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill [Line Items] | ||
Amortization of intangible assets | $ 112 | $ 498 |
Research and Development Expense [Member] | ||
Goodwill [Line Items] | ||
Amortization of intangible assets | $ 100 | $ 500 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 2,797 | $ 2,611 |
Accrued compensation | 1,246 | 1,959 |
Accrued liabilities | 988 | 1,711 |
PPP loan payable | 523 | 523 |
Other current liabilities | 179 | 9 |
Total | $ 5,733 | $ 6,813 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details Narrative) - USD ($) | Feb. 17, 2021 | Apr. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
PPP Loan [Member] | Immediate Action Agreement [Member] | ||||
Entity Listings [Line Items] | ||||
Maximum deduction on debt expenses | $ 150,000 | |||
Cancer Research [Member] | ||||
Entity Listings [Line Items] | ||||
Accrued expenses | $ 300,000 | |||
Axos Bank [Member] | Paycheck Protection Program [Member] | ||||
Entity Listings [Line Items] | ||||
Proceeds from Loans | $ 523,000 | |||
Percentage of non payroll costs | 40.00% |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | $ 127,928 | $ 107,949 |
Liabilities | 11,358 | 12,822 |
Cash and Cash Equivalents [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 56,210 | 32,585 |
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 | 56,210 | 32,585 |
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 | 6,154 | 8,977 |
Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 6,154 | 8,977 |
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 | 1 |
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 | 1 |
Cell Cure Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 418 | 437 |
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 | $ 418 | $ 437 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2020shares | Sep. 30, 2019shares | Jul. 31, 2019shares | Mar. 31, 2021USD ($)m² | |
Broadwood Partners, L.P [Member] | ||||
Entity Listings [Line Items] | ||||
Number of shares issued | shares | 623,090 | 2,000,000 | 1,000,000 | |
Broadwood Partners, L.P [Member] | Neal Bradsher [Member] | ||||
Entity Listings [Line Items] | ||||
Legal expenses | $ 375,000 | |||
Office space in New York City [Member] | ||||
Entity Listings [Line Items] | ||||
Rent per month | $ 5,050 | |||
Area of office space square feet | m² | 900 | |||
Lease expires date | March 2021 |
Schedule of Shareholders' Equit
Schedule of Shareholders' Equity (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
BALANCE AT DECEMBER 31, 2019 | $ 95,127 | $ 111,247 |
Shares issued through ATM | 19,008 | |
Shares issued for services | 202 | |
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes | (12) | (2) |
Shares issued upon exercise of stock options | 1,751 | |
Financing related fees | (173) | |
Stock-based compensation | 539 | 626 |
Foreign currency translation gain | 1,576 | 1,315 |
NET LOSS | (1,448) | (8,428) |
BALANCE AT MARCH 31, 2020 | 116,570 | 104,758 |
Preferred Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
BALANCE AT DECEMBER 31, 2019 | ||
Begining balance, shares | ||
Shares issued through ATM | ||
Shares issued through ATM, shares | ||
Shares issued for services | ||
Shares issued for services, shares | ||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes | ||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees taxes, shares | ||
Shares issued upon exercise of stock options | ||
Shares issued upon exercise of stock options, shares | ||
Financing related fees | ||
Stock-based compensation | ||
Foreign currency translation gain | ||
NET LOSS | ||
BALANCE AT MARCH 31, 2020 | ||
Ending balance, shares | ||
Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
BALANCE AT DECEMBER 31, 2019 | $ 393,944 | $ 387,062 |
Begining balance, shares | 153,096 | 149,804 |
Shares issued through ATM | $ 19,008 | |
Shares issued through ATM, shares | 7,941 | |
Shares issued for services | $ 202 | |
Shares issued for services, shares | 78 | |
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes | $ (12) | $ (2) |
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees taxes, shares | 10 | 14 |
Shares issued upon exercise of stock options | $ 1,751 | |
Shares issued upon exercise of stock options, shares | 942 | |
Financing related fees | $ (173) | |
Stock-based compensation | 539 | $ 626 |
Foreign currency translation gain | ||
NET LOSS | ||
BALANCE AT MARCH 31, 2020 | $ 415,259 | $ 387,686 |
Ending balance, shares | 162,067 | 149,818 |
Accumulated Deficit [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
BALANCE AT DECEMBER 31, 2019 | $ (294,078) | $ (273,422) |
Shares issued through ATM | ||
Shares issued for services | ||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes | ||
Financing related fees | ||
Stock-based compensation | ||
Foreign currency translation gain | ||
NET LOSS | (1,416) | (8,399) |
BALANCE AT MARCH 31, 2020 | (295,494) | (281,821) |
Noncontrolling Interest/(Deficit) [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
BALANCE AT DECEMBER 31, 2019 | (1,072) | (1,712) |
Shares issued through ATM | ||
Shares issued for services | ||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes | ||
Financing related fees | ||
Stock-based compensation | ||
Foreign currency translation gain | ||
NET LOSS | (32) | (29) |
BALANCE AT MARCH 31, 2020 | (1,104) | (1,741) |
AOCI Attributable to Parent [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
BALANCE AT DECEMBER 31, 2019 | (3,667) | (681) |
Shares issued through ATM | ||
Shares issued for services | ||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employees’ taxes | ||
Financing related fees | ||
Stock-based compensation | ||
Foreign currency translation gain | 1,576 | 1,315 |
NET LOSS | ||
BALANCE AT MARCH 31, 2020 | $ (2,091) | $ 634 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 05, 2021 | Oct. 20, 2020 | Jul. 31, 2017 | Mar. 05, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | May 07, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | May 01, 2020 |
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 | ||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | ||||||||
Common stock, issued | 162,066,897 | 153,095,883 | ||||||||
Common stock, outstanding | 162,066,897 | 153,095,883 | ||||||||
Proceeds from Issuance of Common Stock | $ 19,873 | |||||||||
Stock Issued During Period, Value, New Issues | $ 19,008 | |||||||||
Number of warrants exercised | 11,738 | |||||||||
Hadasit Bio-Holdings Ltd. [Member] | ||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Warrants issued to purchase ordinary shares | 24,566 | |||||||||
Warrants exercise price per share | $ 40.5359 | |||||||||
Warrant expiration date | July 2022 | |||||||||
Asterias Biotherapeutics, Inc. [Member] | ||||||||||
Subsidiary or Equity Method Investee [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 | |||||||||
Common Stock [Member] | ||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Stock Issued During Period, Value, New Issues | $ 19,008 | |||||||||
Remaining Warrants [Member] | Hadasit Bio-Holdings Ltd. [Member] | ||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Warrants exercise price per share | $ 40 | |||||||||
Warrant expiration date | January 2024 | |||||||||
Consultants [Member] | Cell Cure Warrants [Member] | ||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Warrants issued to purchase ordinary shares | 13,738 | |||||||||
Consultants [Member] | Remaining Warrants [Member] | Cell Cure Warrants [Member] | ||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Warrants issued to purchase ordinary shares | 2,000 | |||||||||
Maximum [Member] | Consultants [Member] | Cell Cure Warrants [Member] | ||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Warrants exercise price per share | $ 40 | |||||||||
Minimum [Member] | Consultants [Member] | Cell Cure Warrants [Member] | ||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Warrants exercise price per share | $ 32.02 | |||||||||
Sales Agreement [Member] | Parent Company [Member] | ||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Proceeds from Issuance of Common Stock | $ 25,000 | |||||||||
Stock Issued During Period, Value, New Issues | $ 50,000 | $ 50,000 | ||||||||
Sale of Stock, Description of Transaction | No sales of the additional $25.0 million shares have been conducted as of May 7, 2021. | |||||||||
Sales Agreement [Member] | Parent Company [Member] | Common Stock [Member] | ||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Sale of Stock, Consideration Received on Transaction | $ 25,000 | |||||||||
Cantor Fitzgerald And Co Member [Member] | 2017 Sales Agreement [Member] | ||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Percentage of commission payable | 3.00% | |||||||||
Cantor Fitzgerald And Co Member [Member] | 2017 Sales Agreement [Member] | Maximum [Member] | ||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Aggregate offering price | $ 25,000,000 | |||||||||
Cantor Fitzgerald And Co Member [Member] | Sales Agreement [Member] | Parent Company [Member] | Controlled Equity Offering [Member] | ||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Common stock, issued | 11,035,444 | |||||||||
Sale of Stock, Price Per Share | $ 2.27 |
Schedule of Share-based Compens
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Stock Option Plan of 2012 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Available for Grant, Beginning balance | 8,002,000 |
Number of Options Outstanding, Beginning balance | 15,865,000 |
Number of RSUs Outstanding, Beginning balance | 93,000 |
Weighted Average Exercise Price of Options Outstanding, beginning balance | $ / shares | $ 1.57 |
Shares Available for Grant, Restricted stock units vested | |
Number of Options Outstanding, Restricted stock units vested | |
Number of RSUs Outstanding, Restricted stock units vested | (16,000) |
Weighted Average Exercise Price of Options, Restricted stock units vested | $ / shares | |
Shares Available for Grant, Options granted | (4,175,000) |
Number of Options Outstanding, Options granted | 4,175,000 |
Number of RSUs Outstanding, Options granted | |
Weighted Average Exercise Price of Options Outstanding, Options granted | $ / shares | $ 2.43 |
Shares Available for Grant, Options Exercised | |
Number of Options Outstanding, Options exercised | (942,000) |
Number of RSUs Outstanding, Options exercised | |
Weighted Average Exercise Price of Options, Options exercised | $ / shares | $ 1.86 |
Shares Available for Grant, Options expired/forfeited/cancelled | 191,000 |
Number of Options Outstanding, Options expired/forfeited/cancelled | (191,000) |
Number of RSUs Outstanding, Options expired/forfeited/cancelled | |
Weighted Average Exercise Price of Options Outstanding, Options forfeited | $ / shares | $ 2.76 |
Shares Available for Grant, Beginning balance | 4,018,000 |
Number of Options Outstanding, Ending balance | 18,907,000 |
Number of RSUs Outstanding, Ending balance | 77,000 |
Weighted Average Exercise Price of Options Outstanding, Ending balance | $ / shares | $ 1.74 |
Number of Options Outstanding, Options exercisable | 8,741,000 |
Weighted Average Exercise Price of Options Outstanding, Options exercisable | $ / shares | $ 1.95 |
Shares Available for Grant, Options Exercised | |
Number of Options Outstanding, Options exercised | 942,000 |
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, Beginning balance | 4,840,000 |
Number of Options Outstanding, Beginning balance | 350,000 |
Weighted Average Exercise Price of Options Outstanding, beginning balance | $ / shares | $ 1.57 |
Number of Options Outstanding, Options granted | |
Weighted Average Exercise Price of Options Outstanding, Options granted | $ / shares | |
Shares Available for Grant, Options Exercised | |
Number of Options Outstanding, Options exercised | |
Weighted Average Exercise Price of Options, Options exercised | $ / shares | |
Weighted Average Exercise Price of Options Outstanding, Options forfeited | $ / shares | |
Shares Available for Grant, Beginning balance | 4,840,000 |
Number of Options Outstanding, Ending balance | 350,000 |
Weighted Average Exercise Price of Options Outstanding, Ending balance | $ / shares | $ 1.57 |
Number of Options Outstanding, Options exercisable | 176,000 |
Weighted Average Exercise Price of Options Outstanding, Options exercisable | $ / shares | $ 1.57 |
Shares Available for Grant, Options granted | |
Shares Available for Grant, Options Exercised | |
Number of Options Outstanding, Options exercised | |
Shares Available for Grant, Options forfeited |
Schedule of Weighted Average As
Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options (Details) - 2012 Plan [Member] | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years) | 6 years 3 months | 6 years 3 months |
Risk-free interest rates | 1.06% | 0.80% |
Volatility | 73.00% | 67.50% |
Dividend yield |
Schedule of Stock Based Compens
Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 539 | $ 626 |
Research and Development Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 134 | 96 |
General and Administrative Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 405 | $ 530 |
Stock-Based Awards (Details Nar
Stock-Based Awards (Details Narrative) | 3 Months Ended |
Mar. 31, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares available for grant | 5,189,520 |
2012 Equity Incentive Plan [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares available for grant | 24,000,000 |
Options granted term | 10 years |
Asterias 2013 Equity Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares available for grant | 7,309,184 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Entity Listings [Line Items] | ||
Deferred tax assets, valuation allowance | $ 1.2 | |
Asterias Biotherapeutics, Inc. [Member] | ||
Entity Listings [Line Items] | ||
Deferred tax liability | $ 10.8 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Asterias Biotherapeutics, Inc. [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Cash paid during period for interest | $ 3 | $ 7 |
Schedule of Supplemental Cash_2
Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 208 | $ 398 |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from financing leases | 3 | 7 |
Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from financing leases | 8 | |
Right of use assets obtained in exchange for lease obligations: Operating leases | 29 | |
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 | Mar. 31, 2021 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | ||
Right-of-use lease liabilities, noncurrent | $ 2,217 | $ 2,514 |
Property and equipment, gross | 79 | 79 |
Accumulated depreciation | (68) | (65) |
Property and equipment, net | 11 | 14 |
Current liabilities | 16 | 16 |
Long-term liabilities | 26 | 26 |
Total finance lease liabilities | $ 42 | $ 42 |
Operating Lease, Weighted Average Remaining Lease Term | 4 years | 4 years 2 months 12 days |
Finance Lease, Weighted Average Remaining Lease Term | 2 years 2 months 12 days | 2 years 4 months 24 days |
Weighted average discount rate Operating leases | 8.00% | 8.00% |
Weighted average discount rate Finance leases | 10.00% | 10.00% |
Operating Lease Liability [Member] | ||
Loss Contingencies [Line Items] | ||
Right-of-use assets, net | $ 2,648 | $ 2,916 |
Right-of-use lease liabilities, current | 771 | 746 |
Right-of-use lease liabilities, noncurrent | 2,217 | 2,514 |
Total operating lease liabilities | $ 2,988 | $ 3,260 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Commitments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | ||
Total | $ 42 | $ 42 |
Operating Lease Liability [Member] | ||
Loss Contingencies [Line Items] | ||
2021 | 724 | |
2022 | 912 | |
2023 | 480 | |
2024 | 454 | |
2025 | 442 | |
Thereafter | 531 | |
Total lease payments | 3,543 | |
Less imputed interest | (555) | |
Total | 2,988 | $ 3,260 |
Finance Lease Liability [Member] | ||
Loss Contingencies [Line Items] | ||
2021 | 14 | |
2022 | 19 | |
2023 | 8 | |
2024 | ||
2025 | ||
Thereafter | ||
Total lease payments | 41 | |
Less imputed interest | (4) | |
Total | $ 37 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | May 11, 2021USD ($) | Sep. 11, 2020USD ($)ft² | May 06, 2020USD ($) | May 06, 2020GBP (£) | Aug. 13, 2019USD ($) | Jan. 05, 2019USD ($) | Apr. 02, 2018USD ($) | Apr. 02, 2018ILS (₪) | Jan. 28, 2018USD ($)m² | Jan. 28, 2018ILS (₪)m² | Apr. 30, 2021GBP (£) | Feb. 28, 2021GBP (£) | Nov. 30, 2020USD ($) | Sep. 30, 2020GBP (£) | Jan. 31, 2020USD ($) | Jan. 30, 2020USD ($) | Aug. 31, 2019USD ($) | May 31, 2019ft² | Jan. 31, 2019USD ($) | Dec. 31, 2015ft² | Mar. 31, 2021USD ($)ft²m² | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2021ILS (₪)ft²m² | Aug. 01, 2020USD ($)ft² | Apr. 30, 2020USD ($)ft² | Feb. 01, 2020USD ($) | Jan. 24, 2019USD ($) | Dec. 31, 2018USD ($) |
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 | £ 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 | ||||||||||||||||||||||||||||
Cell Cure [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Lease area | m² | 934 | 934 | |||||||||||||||||||||||||||
Lease, renewal term | five years | five 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 | 900 | |||||||||||||||||||||||||||
Base rent | $ 5,050 | ||||||||||||||||||||||||||||
Lease expiration description | The lease was not in the scope of ASC 842 because it is a month-to-month lease. | ||||||||||||||||||||||||||||
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] | 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 | ||||||||||||||||||||||||||||
Alameda Lease [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Base rent | $ 18,386 | $ 72,636 | |||||||||||||||||||||||||||
Base rent increase rate | 3.00% | 3.00% | |||||||||||||||||||||||||||
Security deposit | $ 17,850 | $ 424,000 | |||||||||||||||||||||||||||
Number of buildings for lease, description | two buildings | ||||||||||||||||||||||||||||
Security deposit reduction in value | $ 78,000 | ||||||||||||||||||||||||||||
Termination fees | $ 130,000 | ||||||||||||||||||||||||||||
Alameda Lease [Member] | First Twenty-Four Months [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Rentable area | ft² | 7,000 | ||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Alameda Leases [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Base rent | $ 14,592 | ||||||||||||||||||||||||||||
Base rent increase rate | 3.00% | ||||||||||||||||||||||||||||
Security deposit | $ 16,000 | ||||||||||||||||||||||||||||
Reduction of contractual obligations | $ 780,000 | ||||||||||||||||||||||||||||
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 | 7,842 | |||||||||||||||||||||||||||
Lease expiration date | Dec. 31, 2025 | Dec. 31, 2025 | Dec. 31, 2025 | ||||||||||||||||||||||||||
Lease area | m² | 728.5 | 728.5 | |||||||||||||||||||||||||||
Lease, renewal term | five years | ||||||||||||||||||||||||||||
January 2018 Lease [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Deposit | $ 420,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Apr. 16, 2021 | Mar. 31, 2021 | |
Subsequent Event [Line Items] | ||
Royalty percentage | 21.50% | |
Immunomic Therapeutics Inc. License Agreement [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Upfront licensing fees | $ 2 | |
Immunomic Therapeutics Inc. License Agreement [Member] | Subsequent Event [Member] | Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Upfront licensing fees | $ 67 | |
Royalty percentage | 10.00% |