Item 1.01 Entry into a Material Definitive Agreement

On January 13, 2022, to obtain funding for working capital purposes, International Stem Cell Corporation (the "Company") issued an unsecured, non-convertible promissory note in the principal amount of $2,900,000 (the "2022 Promissory Note") to Dr. Andrey Semechkin (the "Noteholder"). On March 5, 2021, the Company issued a promissory note to the Noteholder in the principal amount of $2,650,000 ("Original Note"). On January 13, 2022 the Noteholder provided an additional $250,000 of funds to the Company and surrendered the Original Note, in return for the 2022 Promissory Note.

Dr. Semechkin is the Company's Co-Chairman and Chief Executive Officer. The outstanding principal amount under the 2022 Promissory Note accrues interest at a rate of four and a half percent (4.5%) per annum. The 2022 Promissory Note is due and payable March 15, 2022, but may be pre-paid by the Company without penalty at any time.

The foregoing summary of the 2022 Promissory Note is qualified in its entirety by reference to the full text of the Form of Note filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


          Off-Balance Sheet Arrangement of the Registrant

The information disclosed in Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits



Exhibit   Description
10.1        Form of Note issued on January 13, 2022

104*      Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

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