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): December 31, 2014
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, California 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 CAR 240.13e-4(c)) |
On December 31, 2014, International Stem Cell Corporation (the “Company”) entered into a Waiver Agreement with all of the holders of its Series G Preferred Stock, whereby the holders irrevocably and unconditionally waived all rights they held to require the Company to redeem any or all shares of the Series G Preferred Stock and to receive any payments and any other rights accruing to them by reason of the failure of the Company to redeem shares of Series G Preferred Stock, pursuant to the terms of the Series G Certificate of Designation. Holders of Series G Preferred Stock are Dr. Andrey Semechkin and Dr. Ruslan Semechkin, each of whom is a director and executive officer of the Company, and affiliated entities of Dr. Andrey Semechkin and Dr. Ruslan Semechkin.
Previously, the Company determined that the Series G Preferred Stock have a contingent redemption feature allowing redemption by the holder under certain limited circumstances (“deemed liquidation events” set forth in the Series G Certificate of Designation). As the events that may trigger the redemption of the Series G Preferred Stock were not solely within the Company’s control, the Series G Preferred Stock has been classified as mezzanine equity (outside of permanent equity) on the Company’s consolidated balance sheet. Subsequent to the signing of the Waiver Agreement, the Series G Preferred Stock will be classified within permanent equity on the Company’s consolidated balance sheet. A pro forma consolidated balance sheet as of September 30, 2014 showing the effect of the waiver of the redemption rights and resulting reclassification of Series G Preferred Stock within permanent equity is attached hereto as Exhibit 99.1
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| | (b) | Pro Forma Financial Information |
Pro Forma Consolidated Balance Sheet as of September 30, 2014 showing effect of reclassification of Series G Preferred Stock
| | |
| |
| 99.1 | | Pro Forma Consolidated Balance Sheet as of September 30, 2014 |
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/ Jay Novak |
| | Jay Novak |
| | Chief Financial Officer |
Dated: January 7, 2015
