01/28/2025 | Press release | Distributed by Public on 01/28/2025 18:50
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
||||||||||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Warrant | $0.91 | 01/27/2025 | P | 7,894,737 | 05/21/2025 | (4) | Common Shares | 7,894,737 | $ 0 (2) | 7,894,737 | D(1) | ||||
Common Warrant | $0.91 | 01/27/2025 | P | 0 | 05/21/2025 | (4) | Common Shares | 7,894,737 | $ 0 (2) | 7,894,737 | I | See Footnote(1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BROADWOOD PARTNERS, L.P. C/O BROADWOOD CAPITAL INC. 156 WEST 56TH STREET, 3RD FLOOR NEW YORK, NY 10019 |
X | X | ||
BROADWOOD CAPITAL INC 156 WEST 56TH STREET, 3RD FLOOR NEW YORK, NY 10019 |
X | |||
BRADSHER NEAL C C/O BROADWOOD CAPITAL INC. 156 WEST 56TH STREET, 3RD FLOOR NEW YORK, NY 10019 |
X | X |
Broadwood Partners, L.P., By: Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President | 01/28/2025 |
**Signature of Reporting Person | Date |
By: Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President | 01/28/2025 |
**Signature of Reporting Person | Date |
/s/ Neal C. Bradsher | 01/28/2025 |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The reported securities are directly owned by Broadwood Partners, L.P. ("Broadwood Partners") and may be deemed beneficially owned by Broadwood Capital, Inc. as General Partner of Broadwood Partners and Neal C. Bradsher as President of Broadwood Capital, Inc. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(2) | On November 19, 2024, Broadwood Partners entered into a Securities Purchase Agreement with Lineage Cell Therapeutics, Inc. (the "Issuer") pursuant to which Broadwood Partners agreed to acquire (i) 7,894,737 of the Issuer's Common Shares, no par value (the "Common Shares") and (ii) 7,894,737 common share purchase warrants (the "Common Warrants"), each of which will be exercisable for one Common Share, from the Issuer in its registered direct offering for a total purchase price of $6,000,000, or $0.76 per Common Share and accompanying Common Warrant (the "Transaction"). The closing of the Transaction was subject to obtaining the approval of the Issuer's shareholders, which was obtained on January 27, 2025, and the closing of the Transaction occurred on the same date. |
(3) | These securities are owned by Neal C. Bradsher in his personal capacity. |
(4) | The Common Warrants will expire on the earlier of (a) May 21, 2028 and (b) the 90th day following the date of the public disclosure of the intent to advance OpRegen (also known as RG6501) into a multi-center phase 2 or 3 clinical trial which includes a control or comparator arm, or if the date of such public disclosure occurs prior to May 21, 2025, then the 90th day following May 21, 2025. |