isco-8k_20160914.htm

0001564590-16-025299.txt : 20160919 0001564590-16-025299.hdr.sgml : 20160919 20160919171026 ACCESSION NUMBER: 0001564590-16-025299 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160914 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20160919 DATE AS OF CHANGE: 20160919 FILER: COMPANY DATA: COMPANY CONFORMED NAME: International Stem Cell CORP CENTRAL INDEX KEY: 0001355790 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 204494098 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51891 FILM NUMBER: 161892384 BUSINESS ADDRESS: STREET 1: 5950 PRIESTLY DRIVE CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 760-940-6383 MAIL ADDRESS: STREET 1: 5950 PRIESTLY DRIVE CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: BTHC III INC. DATE OF NAME CHANGE: 20060310 8-K 1 isco-8k_20160914.htm FORM 8-K isco-8k_20160914.htm

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): September 14, 2016

INTERNATIONAL STEM CELL CORPORATION

(Exact name of registrant as specified in its charter)



Delaware	000-51891	20-4494098
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

5950 Priestly Drive, Carlsbad, CA 92008

(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:


¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)


¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 3.02 Unregistered Sales of Equity Securities

On August 25, 2016, International Stem Cell Corporation filed a Current Report on Form 8-K (the “August 8-K”) reporting under Item 3.02 the issuance through August 22, 2016 of shares of common stock in transactions that were not registered under the Securities Act of 1933 (the “Securities Act”).

From August 23, 2016 through September 14, 2016, the Company has issued an additional 200,000 shares of common stock in transactions that were not registered under the Securities Act of 1933, with the issuances on September 14, 2016 resulting in an increase in the number of shares of common stock outstanding by more than 5% compared to the number of shares last updated in the Form 8-K filed on August 25, 2016. The Company issued 200,000 shares to Dr. Andrey Semechkin upon the exercise for cash of his Series B Warrants issued in the financing transaction completed in March 2016. The Company received total consideration of $350,000 upon exercise of those warrants. The shares of common stock issued upon exercise of those warrants were issued in a private transaction in reliance upon the exemption from registration in Section 4(a)(2) of the Securities Act of 1933. Dr. Andrey Semechkin is the Company’s Co-Chairman and Chief Executive Officer. Reflecting these issuances, as of September 14, 2016, the Company had 3,605,521 shares of common stock outstanding.

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.



International Stem Cell Corporation

By:		/s/ Mahnaz Ebrahimi
		Mahnaz Ebrahimi
		Chief Financial Officer

Dated: September 19, 2016