UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): November 20, 2025

    

Lineage Cell Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)


California	001-12830	94-3127919
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2173 Salk Avenue, Suite 200
Carlsbad, California		92008
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (442) 287-8990

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares	LCTX	NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

As previously reported, in December 2021, Lineage Cell Therapeutics, Inc. (“we,” “us,” “our,” the “Company,” or “Lineage”), entered into a collaboration and license agreement with Genentech, Inc. and F. Hoffmann-La Roche Ltd. (the “Roche Agreement”) under which our lead cell therapy program known as OpRegen® (also known as RG6501) is being developed for the treatment of ocular disorders, including geographic atrophy (“GA”) secondary to age-related macular degeneration (“AMD”). OpRegen is currently being evaluated in a Phase 2a multicenter clinical trial, known as “GAlette”, in patients with GA secondary to AMD.

On November 20, 2025, the first development milestone under the Roche Agreement was achieved based on manufacturing and clinical advancements related to the OpRegen cell therapy program. This event triggered a $5 million milestone payment to Lineage, which is expected to be received by us within 30 days.

As previously reported, approximately 24.1% and 21.5% of the milestone payment will be paid to the Israel Innovation Authority and to Hadasit Medical Research and Development Ltd. (“Hadasit”), respectively, in accordance with the Israeli Encouragement of Research, Development and Industrial Initiative Technology Law, 5744-1984, as amended, and in accordance with agreements between our subsidiary, Cell Cure Neuroscience Ltd., and Hadasit, respectively.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			Lineage Cell Therapeutics, Inc.

Date:	November 24, 2025	By:	/s/ George A. Samuel III
		Name: Title:	George A. Samuel III General Counsel and Corporate Secretary

Lineage Cell Therapeutics, Inc. 8-K