International Stem Cell Corp - Current report filing (8-K)
July 31 2008 - 6:02AM
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):
July 30,
2008
INTERNATIONAL
STEM CELL CORPORATION
(Exact
name of registrant as specified in its charter)
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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2595
Jason Court, Oceanside, California 92056
(Address
of principal executive offices, including zip code)
(760)
940-6383
(Registrant’s
telephone number, including area code)
(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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CAR
240.13e-4(c))
ITEM
1.01 ENTRY INTO A MATERIAL
DEFINITIVE AGREEMENT.
On July
30, 2008, to obtain funding for working capital, International Stem Cell
Corporation (the “Company”) entered into a series of subscription
agreements (the “Agreement”) with a total of two accredited investors (the
“Investors”) for the sale of a total of 150,000 Units, each Unit consisting
of one share of Series B Preferred Stock (“Preferred”) and two Warrants
(“Warrants”) to purchase Common Stock for each $1.00 invested. The
total purchase price received by the Company was $150,000
thousand. The Preferred is convertible into shares of common stock at
the initial conversion ratio of two shares of common stock for each share of
Preferred converted (which was established based on an initial conversion price
of $0.50 per share), and the warrants will exercisable at $0.50 per share until
five years from the issuance of the warrants. The Preferred and Warrants contain
anti-dilution clauses whereby, (subject to the exceptions contained in those
instruments) if the Company issues equity securities or securities convertible
into equity at a price below the respective conversion price of the Preferred or
the exercise price of the Warrant, such conversion and exercise prices shall be
adjusted downward to equal the price of the new securities. The Preferred has a
priority (senior to the shares of common stock, but junior to the shares of
Series A Preferred Stock) on any sale or liquidation of the Company equal to the
purchase price of the Units, plus a liquidation premium of 6% per year. If the
Company elects to declare a dividend in any year, it must first pay to the
Preferred a dividend equal to the amount of the dividend the Preferred holder
would receive if the Preferred were converted just prior to the dividend
declaration. Each share of Preferred has the same voting rights as the number of
shares of Common Stock into which it would be convertible on the record date.
ITEM
3.02 UNREGISTERED
SALE OF EQUITY SECURITIES
The Units
discussed in Item 1.01 securities were offered and sold to the Investors in a
private placement transaction made in reliance upon exemptions from registration
pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506
promulgated thereunder. The Investors are accredited investors as defined in
Rule 501 of Regulation D promulgated under the Securities Act of 1933. The terms
of the purchase, conversion and exercise rights and use of proceeds are
discussed in Item 1.01
ITEM
3.03 MATERIAL
MODIFICATION IN RIGHTS OF SECURITY HOLDERS
On May 9,
2008, the Company filed with the Secretary of State of the State of Delaware a
Certificate of Designation of Rights, Preferences, Privileges and Restrictions,
which authorized five million shares of Preferred. The rights and
preferences of the Preferred are discussed in Item
1.01. The Certificate of Designation is filed as Exhibit
4.1
ITEM
9.01 Financial
Statements and Exhibits.
(d)
EXHIBITS
Exhibit No.
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Exhibit Description
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4.1
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Certificate
of designation or rights, preferences, privileges and restrictions of
Series B Preferred Stock of International Stem Cell Corporation
(incorporated by reference to Exhibit 4.1 of the Registrants form 8-K
filed on May 12, 2008)
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10.1
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Form
of Subscription Agreement (incorporated by reference to Exhibit 10.1 of
the Registrants form 8-K filed on May 12,
2008)
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10.2
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Form
of Warrant Certificate (incorporated by reference to Exhibit 10.2 of the
Registrants form 8-K filed on May 12,
2008)
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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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By:
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/s/
William B.
Adams
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William
B. Adams
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Chief
Financial Officer
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Dated:
July 30, 2008
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Exhibit No.
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Exhibit Description
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4.1
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Certificate
of designation or rights, preferences, privileges and restrictions of
Series B Preferred Stock of International Stem Cell Corporation
(incorporated by reference to Exhibit 4.1 of the Registrants form 8-K
filed on May 12, 2008)
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10.1
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Form
of Subscription Agreement (incorporated by reference to Exhibit 10.1 of
the Registrants form 8-K filed on May 12, 2008)
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10.2
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Form
of Warrant Certificate (incorporated by reference to Exhibit 10.2 of the
Registrants form 8-K filed on May 12,
2008)
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