International Stem Cell agrees to sell Lifeline Cell Technology for $25.0 million

International Stem Cell Corporation agreed on July 10, 2026 to sell all of the membership interests of its subsidiary Lifeline Cell Technology, LLC to American Type Culture Collection, Inc., according to a Form 8-K filed with the Securities and Exchange Commission in July 2026. The aggregate purchase price for the membership interests is $25.0 million, subject to adjustment based on estimated net working capital, estimated closing date cash and estimated closing date indebtedness. The company said the sale is expected to close in the third fiscal quarter of 2026.

The terms

The buyer is American Type Culture Collection, Inc., a District of Columbia corporation. The seller is International Stem Cell Corporation, a Delaware corporation, together with its intermediate subsidiary, International Stem Cell Corporation, a California corporation. The filing says the subsidiary's business relates to the development, manufacture, marketing and sale of biological materials and reagents, including primary human cells, stem cells, and cell culture media and reagents for scientific research.

The cash paid at closing equals the purchase price less two escrow amounts. The adjustment escrow is $100,000, and the indemnity escrow is $2.5 million. After closing, the buyer must deliver a closing statement within 90 days, and any dispute over that statement goes to a nationally recognized financial services firm acceptable to both sides. A transition services agreement takes effect at closing.

The purchase agreement contains customary representations, warranties and covenants. The seller must use commercially reasonable efforts to run the business in the ordinary course before closing. For five years after closing, the seller and its affiliates are restricted from soliciting specified employees and consultants, interfering with the subsidiary's business relationships, and competing in the subsidiary's business within the applicable geographic area, subject to a passive investment exception.

Support agreements and conditions

Stockholders of the seller holding more than 50% of its outstanding voting power signed support agreements dated July 10, 2026. They agreed to vote in favor of the transaction and granted the buyer an irrevocable proxy to vote their shares if they fail to give consistent instructions. They also agreed not to transfer their shares before the support agreements end, subject to limited exceptions.

Closing is subject to customary mutual conditions, including the absence of any governmental order prohibiting the transaction and of any governmental litigation challenging it. The filing says the seller must also refrain from soliciting competing strategic transactions until closing or termination.

Financial position

The financial data tied to the company's annual report show research and development expense of $684,000 for 2025 and $657,000 for 2024. The net loss was $418,000 in 2025 and $209,000 in 2024. Cash from operations was $8,000 in 2025 and $13,000 in 2024. The sources available at the announcement date give no cash balance. The sale price of $25.0 million is large set against the small operating figures above. The 8-K does not say what the company will do with the money, what business remains after the sale or how it will earn revenue.

What comes next

The seller must obtain a written stockholder consent no later than 24 hours after the purchase agreement is signed, and it must file a preliminary information statement with the Securities and Exchange Commission within 10 business days after that date. The buyer or the subsidiary may end the agreement if the sale is not completed within 60 days after its date. That deadline extends automatically to ten business days after completion of any SEC review that delays closing. The company expects closing in the third fiscal quarter of 2026, but the sale is not final: it needs the stockholder consent and the SEC information statement process, and the buyer can walk away if closing slips.

Report an error

Companies in this story

ISCOInternational Stem Cell CORPOTC · United StatesOpen the starter desk