ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Pursuant to an extension agreement designed to allow its lender additional time in which to elect to convert the remaining balance of the company's bridge financing, thus reducing the company's need for future capital, on February 5, 2009, International Stem Cell Corporation and Gemini Master Fund Ltd. extended the due date for the remaining $400,000 balance of the Promissory Note previously issued to Gemini Master Fund Ltd. from its original due date of January 31, 2009 to a new due date of April 5, 2009. The company has deposited the remaining balance of the note in an interest bearing escrow account, which will be released to the lender on April 5, 2009 if the note balance is not converted to common stock of the company; and the principal amount of the note that is converted to common stock will be released to the company. The company re-paid $500,000 of the original $1,000,000 note prior to its due date and tendered the remaining balance prior to entering into this extension. Gemini Master Fund Ltd. converted $100,000 of the note into common stock in January, 2009, leaving a balance of $400,000. Gemini Master Fund Ltd. has released all liens against assets of the company.

ITEM 9.01 Financial Statements and Exhibits.

(d) EXHIBITS Exhibit No. Exhibit Description 10.1 Extension Agreement, dated January 30, 2009 10.2 Escrow Agreement, dated February 03, 2009