Item 5.02 Departure of Directors or Certain Officers

Effective November 30, 2012, Mr. Jeffrey Janus resigned from his position as the Senior Vice President of International Stem Cell Corporation, a Delaware corporation (the "Company").

As previously disclosed, on March 9, 2012 Mr. Janus and the Company had entered into a consulting services agreement for a term of five years (the "Agreement") to allow the Company to continue to access Mr. Janus' historical knowledge and experience. Beginning on December 17, 2012, it is expected that Mr. Janus will provide consulting services to the Company pursuant to the terms of the Agreement.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

International Stem Cell Corporation

By: /s/ Linh Nguyen Linh Nguyen Chief Financial Officer

Dated: December 4, 2012