8-K
International Stem Cell CORP (ISCO)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORTPURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):June 17, 2025
INTERNATIONAL STEM CELL CORPORATION
(Exact name of registrant as specified in itscharter)
| Delaware | 000-51891 | 20-4494098 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification Number) |
9745 Businesspark Ave, San Diego, California92131
(Address of principal executive offices, includingzip code)
(760) 940-6383
(Registrant’s telephone number, includingarea code)
N/A
(Former name or former address, if changedsince 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| None | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.07 Submission of Matters to a Vote of Security Holders
International Stem Cell Corporation (the “Company”) held its Annual Meeting of Stockholders on June 17, 2025. The stockholders considered two proposals, which are described in more detail in the Company’s definitive proxy statement dated April 24, 2025.
Proposal 1: Election of four directors to hold office until the 2026 Annual Meeting:
| A. | Directors elected by holders of Series D Preferred Stock: | |
|---|---|---|
| FOR | WITHHELD | |
| --- | --- | --- |
| Andrey Semechkin | 2,457,143 | 0 |
| Russell Kern | 2,457,143 | 0 |
| B. | Directors elected by holders of all shares of stock (including<br>shares of preferred stock voting on an as-converted basis): | |
| --- | --- | |
| FOR | WITHHELD | |
| --- | --- | --- |
| Donald A. Wright | 7,772,429 | 19,267 |
| Paul V. Maier | 7,772,429 | 19,267 |
Broker Non-Votes: none
All of the foregoing candidates were elected.
Proposal 2: To approve, on an advisory basis, the compensation of our named executive officers as disclosed in the proxy statement.
| FOR | Against | ABSTAIN | |||
|---|---|---|---|---|---|
| 7,715,844 | 73,393 | 2,459 |
Broker Non-Votes: none
Proposal 3: To vote, on an advisory basis, of the frequency of advisory votes on executive compensation.
| 1 Year | 2 Years | 3 Years | ABSTAIN |
|---|---|---|---|
| 142,581 | 50,443 | 7,593,833 | 4,839 |
Broker Non-Votes: none
| 2 |
| --- |
SIGNATURES
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 | ||
|---|---|---|
| Date: November 18, 2025 | By: | /s/ Russell Kern |
| Russell Kern | ||
| Executive Vice President,<br><br> <br>Chief Scientific Officer and<br><br> <br>Principal Financial Officer |
| 3 |
| --- |