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Published on 7/19/2013 in the Prospect News PIPE Daily.

International Stem Cell prices $3 million public offering of units

Deal includes two warrants with initial strike price at 40% discount

By Susanna Moon

Chicago, July 19 - International Stem Cell Corp. priced its public offering of 20 million units of one share and one series A warrant exercisable at $0.15 per share. The deal was announced July 2.

The units are being offered at a price of $0.15 per unit.

The company entered into subscription agreements with investors on Friday, according to an 8-K filing with the Securities and Exchange Commission.

The company also is offering up to 20 million series B warrants to purchase one unit each. Investors will receive one series B warrant for each unit.

The series B warrants will be issued separately from the units of stock and series A warrants and may be transferred separately immediately after issue.

Each series A warrant will be immediately exercisable at $0.15 per share for five years, which is a 40% discount to the company's closing price on July 18.

The series B warrants are exercisable immediately at an initial exercise price of $0.15 per unit. Beginning at the close of trading on the 60th trading day after issue, and effective beginning on the fifth trading day immediately preceding such 60th trading day, the series B warrants will be exercisable at the lower of (i) the then-effective exercise price per unit and (ii) 80% of the closing bid price of the company's stock on the 60th trading day. The series B warrants will expire at the close of the 65th trading day after issue.

Andrey Semechkin, the company's co-chairman and chief executive officer, purchased 5,998,999 units in the offering, and Ruslan Semechkin, the company's vice president of research and development, purchased 667,667 units in the offering for an aggregate price of about $1 million.

Proceeds will be used to fund the company's research and development activities, including the Parkinson's disease program and for general working capital needs.

Roth Capital Partners is the placement agent.

International Stem Cell is a biotechnology company based in Carlsbad, Calif.

Issuer:International Stem Cell Corp.
Issue:Units of one share and one series A warrant plus one series B warrant
Amount:$3 million
Units:20 million
Price:$0.15
Warrants:One series A warrant per unit plus a separate series B warrant
Warrant expiration:Five years for series A warrant; 65 days for series B warrants
Warrant strike price:$0.15 for series A warrant; $0.15 initially for series B warrant, then beginning 60 trading days after issue lower of (i) exercise price per unit and (ii) 80% of closing bid price stock on 60th trading day
Pricing date:July 19
Stock symbol:OTCBB: ISCO
Stock price:$0.25 at close July 18
Market capitalization:$16.85 million

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