Current Report Filing (8-k)
April 23 2019 - 4:33PM
Edgar (US Regulatory)
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): April 17, 2019
INTERNATIONAL STEM CELL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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000-51891
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20-4494098
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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5950 Priestly Drive,
Carlsbad, California 92008
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code) (760)
940-6383
(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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b)
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CAR
240.13e-4(c))
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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 1.01
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Entry into a Material Definitive Agreement.
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On April 17, 2019 to obtain funding for working capital purposes International Stem Cell Corporation (the Company) issued an unsecured,
non-convertible
promissory note in the principal amount of $1,800,000 (the Note) to Dr. Andrey Semechkin. On January 21, 2019 the Noteholder was issued a Promissory Note in the principal amount
of $1,000,000 by the Company (Original Note). On April 17, 2019 the Noteholder provided additional $800,000 of funds to the Company and surrendered the Original Note, in return for this Note. Dr. Semechkin is the
Companys
Co-Chairman
and Chief Executive Officer.
The outstanding principal amount under the Note accrues
interest at a rate of four and a half Percent (4.5%) per annum. The Note is due and payable January 15, 2020 but may be
pre-paid
by the Company without penalty at any time.
The foregoing summary of the Note is qualified in its entirety by reference to the full text of the form of Note filed as Exhibit 10.1 to this Current Report
on Form
8-K.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
Signature(s)
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.
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INTERNATIONAL STEM CELL CORPORATION
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Date: April 22, 2019
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By:
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/s/ Sophia Garnette
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Sophia Garnette
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VP Legal Affairs and Operations
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