{"url_path":"/sec/isco/8-k/2026-07-16/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/1355790/0001683168-26-005555-index.html","accession_number":"0001683168-26-005555","cik":"0001355790","ticker":"ISCO","issuer_name":"International Stem Cell CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1355790/0001683168-26-005555-index.html","primary_entity_key":"0001355790","primary_entity_name":"International Stem Cell CORP"},"word_count":971,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn July 10, 2026 (the “signing date”),\nInternational Stem Cell Corporation, a Delaware corporation (the “Company” or “Parent”), International Stem Cell\nCorporation, a California corporation (“Intermediate” and, together with Parent, “Seller”), Lifeline Cell Technology,\nLLC, a California limited liability company (“LCT”), and American Type Culture Collection, Inc., a District of Columbia corporation\n(“Purchaser”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”). Pursuant to the\nPurchase Agreement, Seller agreed to sell, assign, transfer, convey and deliver to Purchaser, or its designated affiliate, 100% of the\nissued and outstanding limited liability company interests of LCT, free and clear of all liens other than restrictions under applicable\nsecurities laws, and Purchaser agreed to acquire such interests, in each case on the terms and subject to the conditions set forth in\nthe Purchase Agreement. LCT’s business relates to the development, manufacture, marketing and sale of biological materials and reagents,\nincluding primary human cells, stem cells, and cell culture media and reagents for use in scientific research.\n\n \n\nThe aggregate purchase price for the membership\ninterests is $25.0 million, subject to adjustment based on estimated net working capital, estimated closing date cash and estimated closing\ndate indebtedness. The cash consideration payable to Seller at closing will equal the purchase price, less the escrow amount required\nto be deposited with the escrow agent. The escrow amount consists of a $100,000 adjustment escrow amount and a $2.5 million indemnity\nescrow amount. The Purchase Agreement provides for a post-closing adjustment process under which Purchaser is required to deliver a closing\nstatement within 90 days after closing, Seller may dispute the closing statement within 30 days after delivery, and unresolved disputes\nare submitted to a nationally recognized financial services firm reasonably acceptable to Purchaser and Seller. Any final positive adjustment\namount is payable by Purchaser to Seller, and any final negative adjustment amount is recoverable first from the adjustment escrow fund\nand, to the extent the adjustment exceeds that fund, payable by Seller to Purchaser.\n\n \n\nThe closing is expected to occur in the third\nfiscal quarter of 2026 and is subject to customary closing conditions. In addition, Seller will file an information statement reflecting\nthe receipt of stockholder approval, which shall be filed no later than 10 business days following the signing date.\n\n \n\nThe Purchase Agreement contains customary representations\nand warranties by Seller, LCT and Purchaser. In addition, the Purchase Agreement contains customary covenants, including covenants requiring\nSeller and LCT to use commercially reasonable efforts to conduct the business in the ordinary course, preserve the business organization\nand preserve material relationships, subject to specified exceptions. The Purchase Agreement also contains customary restrictive covenants,\nrestricting Seller and LCT from taking certain actions during the pre-closing period without Purchaser’s consent. Seller is also\nsubject to a non-solicitation covenant prohibiting solicitation of competing strategic transactions during the period from signing until\nclosing or termination of the Purchase Agreement, subject to limited exceptions.\n\n \n\nThe Purchase Agreement includes restrictive covenants\napplicable for five years after closing, including covenants prohibiting Seller and its affiliates from soliciting specified business\nemployees or consultants, interfering with specified business relationships of LCT, and engaging in LCT’s business within the applicable\ngeographic area, subject to a customary passive investment exception. The Purchase Agreement also includes mutual non-disparagement provisions\nsubject to customary exceptions.\n\n \n\nThe obligations of the parties to consummate the\ntransaction are subject to customary mutual closing conditions, including the absence of any governmental order prohibiting the transaction\nand the absence of any governmental litigation challenging the transaction. The agreement contains customary indemnification obligations.\n\n \n\nIn connection with the Purchase Agreement, the\nstockholders of Seller identified as requisite holders holding more than 50% of the outstanding voting power of Seller entered into support\nagreements, dated July 10, 2026, pursuant to which they agreed to vote all of their shares of Seller’s capital stock in favor of\nthe transaction, subject to the terms and conditions set forth in the support agreements. Each support agreement also grants Purchaser\nan irrevocable proxy to vote the applicable stockholder’s shares in favor of the transaction if such stockholder fails to deliver\nvoting instructions consistent with its support agreement, and restricts the stockholder from transferring or encumbering its shares prior\nto termination of the support agreement, subject to limited exceptions. Seller is required to obtain a written stockholder consent from\nthe requisite holders no later than 24 hours after execution of the Purchase Agreement and to file a preliminary information statement\nwith the SEC within 10 business days after the date of the Purchase Agreement.\n\n \n\nFurther, Purchaser and Seller also entered into\na transition services agreement to be effective upon the closing, whereby Seller and Purchaser will provide transition services for a\nspecified period of time.\n\n \n\n \n\n \n\n 2 \n\n \n\n \n\nThe Purchase Agreement may be terminated before\nclosing by mutual written consent of Purchaser and LCT or by either Purchaser or LCT if the transaction has not been consummated within\n60 days after the date of the Purchase Agreement, subject to specified limitations and an automatic extension to ten business days following\ncompletion of SEC review or clearance if the failure to close is attributable to review of, or delay in clearance or effectiveness of,\nany SEC filing, registration statement or other submission required in connection with the transaction. The Purchase Agreement may also\nbe terminated by either party in customary circumstances. In the event of termination, the Purchase Agreement generally becomes void,\nsubject to survival of specified provisions and without relieving any party from liability for fraud or willful and material breach before\ntermination.\n\n \n\nThe foregoing summaries of the Purchase Agreement\nand Support Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreement,\nwhich agreements are filed as Exhibits 2.1 and 10.1 to this Current Report on Form 8-K."}