SEC Form SC 13D/A filed by Lineage Cell Therapeutics Inc. (Amendment)

Neal C. Bradsher

c/o Broadwood Capital, Inc.

142 West 57^th Street, 11^th Floor

New York, New York 10019

(212) 508-5735

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

The name of the issuer is Lineage Cell Therapeutics, Inc., a California corporation (the “Issuer”). The address of the Issuer’s principal executive office is 2173 Salk Avenue, Suite 200, Carlsbad, California 92008. This Amendment No. 25 to Schedule 13D relates to the Issuer’s Common Shares, no par value (the “Shares”).

None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

The funds for the purchase of the 34,935,485 Shares beneficially owned by Broadwood Partners came from its working capital. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The funds for the purchase of the 34,935,485 Shares beneficially owned by Broadwood Capital came from the working capital of Broadwood Partners, which is the direct owner of the Shares. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The funds for the purchase of the 35,227,273 Shares beneficially owned by Mr. Bradsher came from his personal funds and the working capital of Broadwood Partners. Certain of the Shares beneficially owned by Mr. Brasher were granted to him by the Issuer as compensation for his service as a member of the Issuer’s board of directors (the “Board of Directors”). No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The Reporting Persons acquired their Shares for investment purposes and are filing this Schedule 13D/A to report a change in their respective beneficial ownership percentages of the Shares resulting from an increase in the Issuer’s outstanding Shares.

Mr. Bradsher serves on the Board of Directors.

Except as otherwise set forth below, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own in open-market or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable.

As of the date hereof, Mr. Bradsher may be deemed to be the beneficial owner of 35,227,273 Shares, constituting 20.7% of the Shares, based upon 169,913,452 Shares outstanding as of the date hereof, as adjusted to include stock options of the Issuer beneficially owned by Mr. Bradsher. Mr. Bradsher has the sole power to vote or direct the vote of 291,788 Shares and the shared power to vote or direct the vote of 34,935,485 Shares. Mr. Bradsher has sole power to dispose or direct the disposition of 291,788 Shares and the shared power to dispose or direct the disposition 34,935,485 Shares.

The transactions in the Shares by the Reporting Persons during the past sixty days are set forth on Exhibit B. All of the reported transactions set forth on Exhibit B were open-market transactions entered into by the Broadwood Partners.

N/A

The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described herein and/or in a previous Schedule 13D filed by the Reporting Persons in respect of the Issuer.

Exhibit A: Joint Filing Agreement

Exhibit B: Schedule of Transactions in the Shares

Broadwood Partners, L.P.*

Broadwood Partners, L.P.