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8-KAccepted Sep 8, 4:03 PM ET

International Stem Cell CORP Completes Sale of Lifeline Cell Technology

ISCOInternational Stem Cell CORP

Accepted (ET)

4:03 PM

Sep 8, 2026

Filed

Sep 8, 2026

Documents

12

Size

339.5 KB

Summary

International Stem Cell CORP Completes Sale of Lifeline Cell Technology

Updated

What Happened
International Stem Cell Corporation (ISCO) announced it completed the disposition of 100% of the issued and outstanding membership interests in Lifeline Cell Technology, LLC (LCT) to American Type Culture Collection, Inc. (ATCC). The parties entered into a Membership Interest Purchase Agreement dated July 10, 2026; ISCO voluntarily obtained stockholder approval of the transaction on July 10, 2026 and filed an information statement on August 4, 2026. The sale closed on September 1, 2026. The Purchase Agreement was previously filed as Exhibit 2.1 to ISCO’s July 16, 2026 Form 8-K.

Key Details

  • Seller: International Stem Cell Corporation (Delaware) and ISCO (California) as sellers; Purchaser: American Type Culture Collection, Inc.
  • Transaction: Sale of 100% of LCT’s limited liability company interests, free and clear of liens except applicable securities-law restrictions.
  • Timeline: Purchase Agreement dated July 10, 2026; voluntary stockholder approval obtained July 10, 2026; information statement filed August 4, 2026; closing on September 1, 2026.
  • Financial disclosures: ISCO attached unaudited pro forma condensed consolidated financial information (Exhibit 99.1) showing the effect of the disposition on the balance sheet as of June 30, 2026 and on operations for 2024–2025 and the six months ended June 30, 2026.

Why It Matters
This divestiture removes LCT from ISCO’s consolidated financial results and could materially affect ISCO’s reported assets, revenues and cash flows going forward; ISCO provided pro forma financials to show the impact. Although ISCO determined stockholder approval was not required, it voluntarily sought and received shareholder consent—an action investors may view as governance transparency. Investors should review the pro forma financial statements (Exhibit 99.1) and the previously filed Purchase Agreement (Exhibit 2.1) for details on the financial impact and any terms that could affect future results.

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