SEC Form DEFA14A filed by Lineage Cell Therapeutics Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Check the appropriate box:

Lineage Cell Therapeutics, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

P.O. BOX 8016, CARY, NC 27512-9903 Your vote matters! Lineage Cell Therapeutics, Inc. Annual Meeting of Shareholders Thursday, June 26, 2025 8:00 AM, Pacific Time 2173 Salk Avenue, Suite 200, Carlsbad, CA 92008 Meeting Materials: Notice of Meeting, Proxy Statement and Annual Report on Form 10-K Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting To Be Held On June 26, 2025 For Shareholders of Record as of April 28, 2025 To order paper materials, use one of the following methods. For a convenient way to view proxy materials, VOTE, and obtain directions to attend the meeting go to www.proxydocs.com/LCTX To vote your proxy while visiting this site, you will need the 12 digit control number in the box below. This communication presents only an overview of the proposals to be voted upon at the meeting. The complete proxy materials are available to you on the Internet. This is not a ballot. You cannot use this notice to vote your shares. We encourage you to access and review all of the important information contained in the proxy materials before voting. Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the internet. If you want to receive a paper or e-mail copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year's meeting, you must make this request on or before June 16, 2025. Internet: www.investorelections.com/LCTX Call: 1-866-648-8133 Email: [email protected] * If requesting material by e-mail, please send a blank e-mail with the 12 digit control number located below in the subject line. No other requests, instructions OR other inquiries should be included with your e-mail requesting material. Your control number Have the 12 digit control number located in the box above available when you access the website and follow the instructions. SEE REVERSE FOR FULL AGENDA Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved

Lineage Cell Therapeutics, Inc. Annual Meeting of Shareholders THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR EACH DIRECTOR NOMINEE LISTED AND FOR ON PROPOSALS 2, 3 AND 4. PROPOSAL 1. To elect seven directors to hold office until the 2026 annual meeting of shareholders and until their respective successors are duly elected and qualified. 1.01 Dipti Amin 1.02 Deborah Andrews 1.03 Neal C. Bradsher 1.04 Brian M. Culley 1.05 Anula Jayasuriya 1.06 Michael H. Mulroy 1.07 Angus C. Russell 2. To ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025. 3. To approve, on an advisory basis, the compensation paid to our named executive officers. 4. To approve an amendment to the Lineage Cell Therapeutics, Inc. 2021 Equity Incentive Plan to increase the number of common shares available thereunder by 19,500,000. Note: Other business may be transacted which properly come before the meeting or any adjournment or postponement thereof.