International Stem Cell completes sale of Lifeline Cell Technology to ATCC

International Stem Cell Corporation completed the sale of 100% of the membership interests of its wholly owned subsidiary, Lifeline Cell Technology, LLC, to American Type Culture Collection, Inc. on September 1, 2026, according to an exhibit to a Form 8-K filed with the Securities and Exchange Commission on September 8, 2026. The adjusted purchase price is $25,250,000. That is the $25,000,000 base price plus a fixed cash add-back of $250,000, and it remains subject to a post-closing working capital true-up.

The transaction

The membership interest purchase agreement, dated July 10, 2026, set the base purchase price at $25,000,000, subject to adjustment for estimated net working capital, estimated closing date cash and estimated closing date indebtedness. The cash paid at closing is the purchase price less escrow. The filing describes a $100,000 adjustment escrow and a $2,500,000 indemnity escrow.

The company's other wholly owned subsidiary, Lifeline Skin Care, Inc., is not part of this transaction, according to the note to the pro forma statements. The statements were prepared under Article 11 of Regulation S-X and are based on information available when the filing was made.

The pro forma balance sheet

The unaudited pro forma balance sheet as of June 30, 2026 shows historical cash and cash equivalents of $1,089 thousand. After the transaction adjustments, pro forma cash and cash equivalents are $22,777 thousand, and a pro forma escrow receivable of $2,600 thousand is added. Total stockholders' equity moves from a deficit of $4,228 thousand to a pro forma equity of $17,688 thousand. The statement also shows total assets of $5,056 thousand historically and $26,346 thousand on a pro forma basis. The accumulated deficit moves from $111,394 thousand to $89,478 thousand, and the balance sheet records income tax payable on the gain on sale of $258 thousand.

The pro forma results

For the six months ended June 30, 2026, product sales are shown as $4,990 thousand historically and $296 thousand on a pro forma basis. The net loss from continuing operations is shown as $291 thousand historically and $1,616 thousand pro forma.

For the year ended December 31, 2025, product sales are $9,100 thousand historically and $598 thousand pro forma. The pro forma net loss from continuing operations is $3,195 thousand, compared with $418 thousand historically. For the year ended December 31, 2024, the pro forma net loss from continuing operations is $3,199 thousand, compared with $209 thousand historically.

Put plainly, the sale takes away most of the company's product sales and leaves a larger pro forma loss from continuing operations, while the cash and equity improvement comes from one asset sale and not from operations. The statements are labeled unaudited and say that they are not necessarily indicative of what would have occurred had the disposition taken place on the dates shown, or of future results.

Financial position from the annual report

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, and cash from operations was $8,000 in 2025 and $13,000 in 2024. Year-end 2025 cash and cash equivalents were $993,000.

What comes next

The exhibit says it should be read together with the company's annual report for 2025, filed with the SEC on March 30, 2026, and its quarterly report for the six months ended June 30, 2026, filed on August 13, 2026. The filing does not describe any further steps for the company's remaining subsidiary or its plans for the proceeds. It also does not say how the company will earn revenue after the sale, and the $2,600 thousand held in escrow is not yet in hand.

Report an error

Companies in this story

ISCOInternational Stem Cell CORPOTC · United StatesOpen the starter desk