SEC Form S-8 filed by Lineage Cell Therapeutics Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

Lineage Cell Therapeutics, Inc.

(Exact name of Registrant as specified in its charter)

Lineage Cell Therapeutics, Inc. 2021 Equity Incentive Plan

(Full title of the plan)

George A. Samuel III

General Counsel and Secretary

Lineage Cell Therapeutics, Inc.

2173 Salk Avenue, Suite 200 Carlsbad, CA 92008

(Name and address of agent for service)

(442) 287-8990

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Lineage Cell Therapeutics, Inc. (“Lineage”), is filing this Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission (the “Commission”) to register an additional 19,500,000 common shares of Lineage for issuance under the Lineage 2021 Equity Incentive Plan (the “2021 Plan”). At Lineage’s annual meeting of shareholders held on June 26, 2025, Lineage’s shareholders approved an amendment to the 2021 Plan to increase the number of common shares reserved for issuance thereunder by 19,500,000.

Lineage filed with the Commission: (a) a Registration Statement on Form S-8 on September 28, 2021 (File No. 333-259853) (the “2021 Registration Statement”) to register an aggregate of 30,358,599 common shares available for issuance under the 2021 Plan, consisting of (i) 15,000,000 shares and (ii) an estimated 15,358,599 Prior Plan Returning Shares (as defined in the 2021 Plan); and (b) a Registration Statement on Form S-8 on November 13, 2023 (File No. 333-275505) (the “2023 Registration Statement” and together with the 2021 Registration Statement, the “Prior Registration Statements”) to register an additional 19,500,000 common shares for issuance under the 2021 Plan.

This Registration Statement registers an additional 19,500,000 common shares for issuance under the 2021 Plan, thereby increasing the total number of common shares available for issuance under the 2021 Plan to an amount not to exceed the sum of (i) 54,000,000 shares and (ii) the Prior Plan Returning Shares, if any, as such shares become available from time to time.

This Registration Statement relates to securities of the same class as those registered under the Prior Registration Statements and is being filed in accordance with General Instruction E to Form S-8. Pursuant to such instruction, the contents of the Prior Registration Statements related to the 2021 Plan are hereby incorporated by reference in and made part of this Registration Statement, except to the extent supplemented, superseded or modified by the specific information set forth below and/or the specific exhibits attached under Item 8 hereto, pursuant to Rule 412 under the Securities Act of 1933, as amended (the “Securities Act”).

In accordance with the instructional Note to Part I of Form S-8, the information specified by Part I of Form S-8 has been omitted from this Registration Statement for offers of common shares pursuant to the 2021 Plan. The documents containing the information specified in Part I will be delivered to the participants in the Plan as required by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following exhibits are filed as a part of or incorporated by reference into this Registration Statement:

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California, on August 15, 2025.

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Lineage Cell Therapeutics, Inc., constitutes and appoints Brian M. Culley and Jill Ann Howe, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and on his or her behalf and in his or her name, place and stead, in any and all capacities, to sign, execute and file this Registration Statement under the Securities Act of 1933, as amended, and any one or more amendments to any part of this Registration Statement, including any post- effective amendments, or appendices or supplements that may be required to be filed under the Securities Act of 1933, as amended, to keep such Registration Statement effective or to terminate its effectiveness, with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he or she himself or herself might or could do, if personally present, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.