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ISCO 10-K & 10-Q changes, risk factors and insider trading

International Stem Cell CORP · OTC · Pharmaceutical Preparations · CIK 1355790 · All filings on SEC.gov

Everything below is quoted or computed from International Stem Cell CORP's public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

0 / 2risk-factor paragraphs added / removed in latest 10-K
0new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
1Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-03-30 (period ending 2025-12-31) with 10-K filed 2025-03-28 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

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2removed paragraphs
62reworded paragraphs
11,497 → 11,308words in section

Removed heading “Our business is subject to risks arising from epidemic diseases or other public health emergencies.”

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“Our business is subject to risks arising from epidemic diseases or other public health emergencies.”
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We have incurred substantial tax losses during our history. Subject to various limitations, we may carryforward unused taxable losses, including those generated in the future, and other available credits to offset any future taxable income until the unused losses or credits expire. Federal and state tax laws impose restrictions on the utilization of net operating loss (“NOL”) and tax credit carryforwards in the event of an “ownership change” as defined by Section 382 of the Internal Revenue Code of 1986,1986 (“IRC”), as amended (“Section 382”). Generally, an ownership change occurs if the percentage of the value of the stock that is owned by one or more direct or indirect “five percent shareholders” increases by more than 50 percentage points over their lowest ownership percentage at any time during the applicable testing period (typically, three years). Under Section 382 and Section 383, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post change income may be limited. During 2023 an analysis was completed to determine whether any ownership change has occurred, as defined by IRC Sections 382 and 383, and it was determined that significant ownership changes occurred in January 2009 and November 2015. As a result of the ownership changes, under IRC Sections 382 and 383, the net operating loss and tax credit carryforwards that were generated in years prior to 2015 have been significantly limited and a substantial unused amount will expire. During 2023 an analysis was completed to determine whether any ownership change has occurred, as defined by IRC Sections 382 and 383, and it was determined that significant ownership changes occurred in January 2009 and November 2015. As a result of the ownership changes, under IRC Sections 382 and 383, the net operating loss and tax credit carryforwards that were generated in years prior to 2015 have been significantly limited and a substantial unused amount will expire. Future changes in our stock ownership, which may be outside of our control, may trigger an “ownership change.” In addition, future equity offerings or acquisitions that have equity as a component of the purchase price could result in an “ownership change.” If an “ownership change” has occurred or does occur in the future, our ability to utilize our NOL carryforwards or other tax attributes may be limited, which could result in an increased future tax liability to us.
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Removed text topics: pandemic
“A pandemic, including COVID-19 or other public health epidemic, poses the risk that we or our employees, contractors, customers, suppliers, third party shipping carriers, government and other partners may be prevented from or limited in their ability to conduct business activities for an indefinite period of time, including due to the spread of the disease within these groups or due to shutdowns that may be requested or mandated by governmental authorities. …”
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the number and type of product candidates that we pursue; and the development of major public health concerns, such as the novel coronavirus outbreakconcerns or other pandemics arising globally, natural catastrophes, cyber-attacks, or other crises and itstheir impact on our business operations and funding requirements.
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Our Certificate of Incorporation authorizes the Board of Directors to issue up to 20,000,000 shares of preferred stock and our Board of Directors has created and issued shares of four series of preferred stock that remain outstanding, Series B, Series DD, Series G, and Series I-2 Preferred Stock. The terms of various series of Preferred Stock include, among other things, voting rights on particular matters (for example, with respect to the Series D Preferred Stock, restricting our ability to undergo a change in control or merge with, or sell assets to, a third-party), preferences as to dividends and liquidation, and conversion rights. These preferred stock rights diminish the rights of holders of our common stock, and therefore could reduce the value of such common stock. In addition, as long as shares of our Series B, Series DD, Series G, and Series GI-2 Preferred Stock remain outstanding, or if our Board creates and issues additional shares of preferred stock in the future with rights that restrict our ability to merge with, or sell assets to, a third party,third-party, it could make it more difficult, delay, discourage, preventprevent, or make it more costly to acquire the Company or affect a change-in-control.
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You should carefully consider the risks described below as well as other information provided to you in this document, including information in the section of this document entitled “Forward Looking Statements”. If any of the following risks actually occur, our business, financial conditioncondition, or results of operations could be materially adversely affected, the value of our common stock could decline, and you may lose all or part of your investment.

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Our business is at an early stage of development. We do not have any products in late-stage clinical trials. We are still in the early stages of identifying and conducting research on potential therapeutic products. Our potential therapeutic products will require significant research and development and pre-clinical and clinical testing prior to regulatory approval in the United States and other countries. We may not be able to obtain regulatory approvals, enter new and later stage clinical trials for any of our product candidates, or commercialize any products. Our product candidates may prove to have undesirable and unintended side effects or other characteristics adversely affecting their safety, efficacyefficacy, or cost effectiveness that could prevent or limit their use. Any product using any of our technology may fail to provide the intended therapeutic benefits, or achieve therapeutic benefits equal to or better than the standard of treatment at the time of testing or production.

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We have expended substantial funds to develop our technologies, products, and product candidates. Based on ourOur financial condition, recurring losses, and projected spending, whichspending raise substantial doubt about our ability to continue as a going concern. If we were unable to continue as a going concern, the values we receive for our assets on liquidation or dissolution could be significantly lower than the values reflected in our consolidated financial statements.

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the magnitude and scope of our research and development programs and our ability to establish, enforceenforce, and maintain strategic arrangements for research, development, clinical testing, manufacturingmanufacturing, and marketing;

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the extent to which third partythird-party interest in Company’s research and commercial products can be realized through effective partnerships;

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the costs involved in preparing, filing, prosecuting, maintaining, defendingdefending, and enforcing patent claims;

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the number and type of product candidates that we pursue; and the development of major public health concerns, such as the novel coronavirus outbreakconcerns or other pandemics arising globally, natural catastrophes, cyber-attacks, or other crises and itstheir impact on our business operations and funding requirements.

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Additional financing through strategic collaborations, public or private equityequity, or debt financings or other financing sources may not be available on acceptable terms, or at all. Additional equity financing could result in significant dilution to our stockholders, and any debt financings will likely involve covenants restricting our business activities. Additional financing may not be available on acceptable terms, or at all. Further, if we obtain additional funds through arrangements with collaborative partners, these arrangements may require us to relinquish rights to some of our technologies, product candidatescandidates, or products that we might otherwise seek to develop and commercialize on our own. If sufficient capital is not available, we may be required to delay, reduce the scope ofof, or eliminate one or more of our research or product development initiatives, any of which could have a material adverse effect on our financial condition or business prospects.

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A number of pharmaceutical, biotechnology and other companies, universitiesuniversities, and research institutions have filed patent applications or have been issued patents relating to cell therapy, stem cells, and other technologies potentially relevant to or required by our expected products. We cannot predict which, if any, of such applications will issue as patents or the claims that might be allowed. We are aware that a number of companies have filed applications relating to stem cells. We are also aware of a number of patent applications and patents claiming use of stem cells and other modified cells to treat disease, disorderdisorder, or injury.

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If third partythird-party patents or patent applications contain claims infringed by either our licensed technology or other technology required to make and use our potential products and such claims are ultimately determined to be valid, we might not be able to obtain licenses to these patents at a reasonable cost, if at all, or be able to develop or obtain alternative technology. If we are unable to obtain such licenses at a reasonable cost, we may not be able to develop some products commercially. We may be required to defend ourselves in court against allegations of infringement of third-party patents. Patent litigation is very expensive and could consume substantial resources and create significant uncertainties. An adverse outcome in such a suit could subject us to significant liabilities to third parties, require disputed rights to be licensed from third parties, or require us to cease using such technology.

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The outcome of pre-clinical, clinicalclinical, and product testing of our products is uncertain, and if we are unable to satisfactorily complete such testing, or if such testing yields unsatisfactory results, we may be unable to sell our proposed products.

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Before obtaining regulatory approvals for the commercial sale of any potential human products, our products will be subjected to extensive pre-clinical and clinical testing to demonstrate their safety and efficacy in humans. The clinical trials of our prospective products, or those of our licensees or collaborators, may not demonstrate the safety and efficacy of such products at all, or to the extent necessary to obtain appropriate regulatory approvals. Similarly, the testing of such prospective products may not be completed in a timely manner, if at all, or only after significant increases in costs, program delaysdelays, or both, all of which could harm our ability to generate revenues. In addition, our prospective products may not prove to be more effective for treating disease or injury than current therapies. Accordingly, we may have to delay or abandon efforts to research, developdevelop, or obtain regulatory approval to market our prospective products. The failure to adequately demonstrate the safety and efficacy of a therapeutic product under development could delay or prevent regulatory approval of the product and could harm our ability to generate revenues, operate profitablyprofitably, or produce any return on an investment in us.

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Moreover, advances in other treatment methods or in disease prevention techniques could significantly reduce or entirely eliminate the need for our cell therapy services, planned productsproducts, and therapeutic efforts. There is no assurance that cell therapies will achieve the degree of success envisioned by us in the treatment of disease. Additionally, technological or medical developments may materially alter the commercial viability of our technology or services and require us to incur significant costs to replace or modify programs in which we have a substantial investment. We are focused on cell therapy, and if this field is substantially unsuccessful, this could jeopardize our success or future results. The occurrence of any of these factors may have a material adverse effect on our business, operating resultsresults, and financial condition.

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Our cell therapy development programs face, and will continue to face, intense competition from pharmaceutical, biopharmaceuticalbiopharmaceutical, and biotechnology companies, as well as numerous academic and research institutions and governmental agencies engaged in drug discovery activities or funding, both in the United States and abroad. Some of these competitors are pursuing the development of drugs and other therapies that target the same diseases and conditions that we are targeting with our product candidates.

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The research and development of stem cell therapies is subject to and restricted by extensive regulation by governmental authorities in the United States and other countries. The process of obtaining FDA and other necessary regulatory approvals is lengthy, expensiveexpensive, and uncertain. We may fail to obtain the necessary approvals to continue our research and development, which would hinder our ability to manufacture or market any future product.

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The process of obtaining FDA and other regulatory approvals is expensive, generally takes many yearsyears, and is subject to numerous risks and uncertainties, particularly with complex and/or novel product candidates such as our product candidates. Changes in regulatory approval policies during the development period, changes in or the enactment of additional statutes or regulations, or changes in regulatory review for each submitted product application, may cause delays in the approval or rejection of an application or may make it easier for our competitors to gain regulatory approval to enter the marketplace. Ultimately, the FDA and other regulatory agencies have substantial discretion in the approval process and may refuse to accept any application or may decide that our product candidate data are insufficient for approval without the submission of additional pre-clinical, clinicalclinical, or other studies. In addition, varying agency interpretations of the data obtained from pre-clinical and clinical testing could delay, limitlimit, or prevent regulatory approval of a product candidate. Any regulatory approval we ultimately obtain may be limited or subject to restrictions or post-approval commitments that render the approved product not commercially viable.

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Any of the following factors, among others, could cause regulatory approval for our product candidates to be delayed, limitedlimited, or denied:

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FDA and other regulatory authorities may require expansion of the size and scope of the clinical trials; and/or a pandemic, epidemicepidemic, or outbreak of a contagious disease, such as the global pandemic of the novel coronavirus outbreak, may refocus the FDA and other regulatory authorities to clinical trials that are of the utmost need.

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Federal law is not as restrictive regarding the use of federal funds for human embryonic cell research, commonly referred to as hES cell researchresearch, as it once was. However, federal law does prohibit federal funding for creation of parthenogenetic stem cells. Our operations may also be restricted by future legislative or administrative efforts by politicians or groups opposed to the development of hES cell technology, parthenogenetic cell technologytechnology, or nuclear transfer technology. Further, future legislative or administrative restrictions could, directly or indirectly, delay, limitlimit, or prevent the use of hES technology, parthenogenetic technology, or nuclear transfer technology, the use of human embryonic material, or the sale, manufacturemanufacture, or use of products or services derived from nuclear transfer technology or hES or parthenogenetic technology.

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We may be unsuccessful in our efforts to comply with applicable federal, statestate, and international laws and regulations, which could result in loss of licensure, certificationcertification, or accreditation or other government enforcement actions or impact our ability to secure regulatory approval of our product candidates.

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Our manufacture of certain cellular therapy products triggers additional FDA requirements applicable to hESCs which are regulated as a drug, biological product, or medical device. FDA’s GMP regulations govern the manufacture, processing, packaging and holding of cell therapy products regulated as drugs. FDA’s Quality System Regulation, or QSR, similarly governs the manufacture, processing, packaging and holding of cell therapy products regulated as medical devices. We must comply with GMP or QSR requirements including quality control, quality assuranceassurance, and the maintenance of records and documentation for certain products. We may be unable to comply with these GMP or QSR requirements and with other FDA, statestate, and foreign regulatory requirements. These requirements may change over time and we or third-party manufacturers may be unable to comply with the revised requirements.

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Even if we are successful in obtaining regulatory approval of our product candidates, we will continue to be subject to the requirements ofof, and review by, the FDA and comparable regulatory authorities in the areas of manufacturing processes, post-approval clinical data, adverse event reporting, labeling, advertising, and promotional activities, among other things. In addition, any marketing approval we receive may be limited in terms of the approved product indication or require costly post-marketing testing and surveillance. Discovery after approval of previously unknown problems with a product, manufacturer or manufacturing process, or a failure to comply with regulatory requirements, may result in actions such as:

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product recalls or seizures or the temporary or permanent withdrawal of a product from the market; and fines, restitution or disgorgement of profits or revenue, the imposition of civil penaltiespenalties, or criminal prosecution.

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The occurrence of any of these actions would likely cause a material adverse effect on our business, financial conditioncondition, and results of operations.

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Both federal and state government agencies have heightened civil and criminal enforcement efforts. There are numerous ongoing investigations of health care companies, as well as their executives and managers. In addition, amendments to the Federal False Claims Act,Act have made it easier for private parties to bring “qui tam” (whistleblower) lawsuits against companies under which the whistleblower may be entitled to receive a percentage of any money paid to the government. The Federal False Claims Act provides, in part, that an action can be brought against any person or entity that has knowingly presented, or caused to be presented, a false or fraudulent request for payment from the federal government, or who has made a false statement or used a false record to get a claim approved. The government has taken the position that claims presented in violation of the federal anti-kickback law, Stark LawLaw, or other healthcare-related laws, including laws enforced by the FDA, may be considered a violation of the Federal False Claims Act. Penalties include substantial fines for each false claim, plus three times the amount of damages that the federal government sustained because of the act of that person or entity and/or exclusion from the Medicare program. In addition, a majority of states have adopted similar state whistleblower and false claims provision. Any future investigations of our business or executives could cause us to incur substantial costs, and result in significant liabilities or penalties, as well as damage to our reputation.

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Restrictions on the use of human stem cells, and the ethical, legallegal, and social implications of that research, could prevent us from developing or gaining acceptance for commercially viable products in these areas.

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Although our stem cells are derived from unfertilized human eggs through a process called “parthenogenesis” that can produce cells suitable for therapy but are believed to be incapable of producing a human being, such cells are nevertheless often incorrectly referred to as “embryonic” stem cells. Because the use of human embryonic stem cells gives rise to ethical, legallegal, and social issues regarding the appropriate use of these cells, our research related to human parthenogenetic stem cells could become the subject of adverse commentary or publicity and some political and religious groups may still raise opposition to our technology and practices. In addition, many research institutions, including some of our scientific collaborators, have adopted policies regarding the ethical use of human embryonic tissue, which, if applied to our procedures, may have the effect of limiting the scope of research conducted using our stem cells, thereby impairing our ability to conduct research in this field. In some states, use of embryos as a source of stem cells is prohibited.

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We rely on parthenogenesis, cell differentiationdifferentiation, and other stem cell technologies that we may not be able to successfully develop, which may prevent us from generating revenues, operating profitablyprofitably, or providing investors any return on their investment.

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We have concentrated our research on our parthenogenesis, cell differentiationdifferentiation, and stem cell technologies,technologies and our ability to operate profitably will depend on being able to successfully implement or develop these technologies for human applications. These are emerging technologies with, as yet, limited human applications. We cannot guarantee that we will be able to successfully implement or develop our nuclear transfer, parthenogenesis, cell differentiationdifferentiation, and other stem cell technologies or that these technologies will result in products or services with any significant commercial utility. We anticipate that the commercial sale of such products or services, and royalty/licensing fees related to our technology, would be an additional source of revenues.

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We are engaged in activities in the biotechnology field, which is characterized by extensive research efforts and rapid technological progress. If we fail to anticipate or respond adequately to technological developments, our ability to operate profitably could suffer. Research and discoveries by other biotechnology, agricultural, pharmaceutical, or other companies may render our technologies or potential products or services uneconomical or result in products superior to those we develop. Similarly, any technologies, productsproducts, or services we develop may not be preferred to any existing or newly developed technologies, products, or services.

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The biotechnology, cosmetic, and pharmaceutical industries place considerable importance on obtaining patent and trade secret protection for new technologies, products, and processes. Our success will depend, to a substantial degree, on our ability to obtain and enforce patent protection for our products, preserve any trade secretssecrets, and operate without infringing the proprietary rights of others. We cannot assure you that:

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Considerable research in the areas of stem cells, cell therapeuticstherapeutics, and regenerative medicine is being performed in countries outside of the United States, and a number of our competitors are located in those countries. The laws protecting intellectual property in some of those countries may not provide adequate protection to prevent our competitors from misappropriating our intellectual property.

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Although our primary focus relates to intellectual property we have developed internally, some of the patents we utilize are licensed to us by Astellas Pharma,Astellas, which has licensed some of these from other parties, including the University of Massachusetts (“UMass”). These licenses are subject to termination under certain circumstances (including, for example, our failure to make minimum royalty payments). The restriction or loss of any of such licenses, or the conversion of such licenses to non-exclusive licenses, could adversely affect our operations and/or enhance the prospects of our competitors.

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Our ability to provide uninterrupted and high levels of service depends upon the performance of our internal network, systems, and related infrastructure, and those of our third-party vendors. Any significant interruptions in, or degradation of, the quality of the services, including infrastructure storage and support, that these third parties provide to us could severely harm our business and reputation and lead to the loss of customers and revenue. Our internal network, systems, and related infrastructure, in addition to the networks, systems, and related infrastructure of our third-party technology vendors, may be vulnerable to computer viruses and other malware that infiltrate such systems and networks, as well as physical or electronic security breaches, natural disasters, and similar disruptions. They have been and may continue to be the target of attempts to identify and exploit network and system vulnerabilities, penetrate or bypass security measures in order to interrupt or degrade the quality of the services we receive or provide, or otherwise gain unauthorized access to our networks and systems or those of our third-party vendors. These vulnerabilities or other attempts at access may result from, or be caused by, human error or technology failures,failures; however, they may also be the product of malicious actions by third parties intending to harm our business. The methods that may be used by these third parties to cause interruptions or failures or to obtain unauthorized access to information change frequently, are difficult to detect, evolve rapidly, and are increasingly sophisticated and hard to defend against. Although we have not incurred material losses or liabilities as a result of security breaches or attempted security breaches and continue to invest in security measures, we cannot be certain that our defensive measures, and those employed by our third-party vendors, will be sufficient to defend against all such current and future methods.

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Any actual or perceived security breach, whether experienced by us or a third-party vendor; the reporting or announcement of such an event, or reports of perceived security vulnerabilities of our systems or the systems of our third-party service providers whether accurate or not; or our failure or perceived failure to respond or remediate an event or make adequate or timely disclosures to the public, regulatoryregulatory, or law enforcement agencies following any such event may be material and lead to harm to our financial condition, business reputation, and prospects of future business due to, among other factors: loss of customer confidence arising from interruptions or outages, delays, failure to meet contractual obligations, and loss of data or public release of confidential data; increase regulatory scrutiny on us; compromise our trade secret and intellectual property; expose us to costly uninsured liabilities such as material fines, penalties, liquidated damages, and overall margin compression due to renegotiation of contracts on less favorable terms or loss of business; liability for claims relating to misuse of personal information in violation of contractual obligations or data privacy laws; and potential theft of our intellectual property.

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The occurrence of any such failure may also subject us to costly lawsuits, claims for contractual indemnities, as well as divert valuable management, research and development, information technology, and marketing resources toward addressing these issues and delay our ability to achieve our strategic initiatives. In addition, we gather, as permitted by law, non-public, personally identifiable financial information from customers, such as names, addresses, telephone numbers, bank and credit card account numbersnumbers, and financial transaction information,information. and theThe compromise of such data, whichdata may subject us to fines and other related costs of remediation.

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Certain parts of our know-how and technology are not patentable or are trade secrets. To protect our proprietary position in such know-how and technology, we intend to require all employees, consultants, advisors, and collaborators to enter into confidentiality and invention ownership agreements with us. These agreements may not provide meaningful protection for our trade secrets, know-howknow-how, or other proprietary information in the event of any unauthorized use or disclosure. Further, in the absence of patent protection, competitors who independently develop substantially equivalent technology may harm our business.

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Our strategy for the development, clinical testingtesting, and commercialization of our proposed products requires that we enter into collaborations with corporate partners, licensors, licenseeslicensees, and others. We are dependent upon the subsequent success of these other parties in performing their respective responsibilities and the continued cooperation of our partners. Our collaborators may not cooperate with us or perform their obligations under our agreements with them. We cannot control the amount and timing of our collaborators’ resources that will be devoted to our research and development activities related to our collaborative agreements with them. Our collaborators may choose to pursue existing or alternative technologies in preference to those being developed in collaboration with us.

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Even if we obtain all applicable regulatory approvals and successfully commercialize one or more of our cell therapy candidates, contractual arrangements between us and a licensor, collaboratorcollaborator, or other third partythird-party in connection with the respective product may require that we make royalty or other payments to the respective third party,third-party, and as a result we would not receive all of the revenue derived from commercial sales of such product.

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We may not be able to obtain third partythird-party patient reimbursement or favorable product pricing, which would reduce our ability to operate profitably.

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Our ability to successfully commercialize certain of our proposed products in the human therapeutic field may depend to a significant degree on patient reimbursement of the costs of such products and related treatments at acceptable levels from government authorities, private health insurersinsurers, and other organizations, such as health maintenance organizations. Reimbursement in the United States or foreign countries may not be available for any products we may develop, and, if available, may be decreased in the future. Also, reimbursement amounts may reduce the demand for, or the price of, our products with a consequent harm to our business. We cannot predict what additional regulation or legislation relating to the health care industry or third-party coverage and reimbursement may be enacted in the future or what effect such regulation or legislation may have on our business. If additional regulations are overly onerous or expensive, or if health care related legislation makes our business more expensive or burdensome than originally anticipated, we may be forced to significantly downsize our business plans or completely abandon our business model.

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Our products may be significantly more expensive to manufacture than other therapeutic products currently on the market today. We hope to substantially reduce manufacturing costs through process improvements, development of new methods, increases in manufacturing scalescale, and outsourcing to experienced manufacturers. If we are not able to make these, or other improvements, and depending on the pricing of the product, our profit margins may be significantly less than that of other therapeutic products on the market today. In addition, we may not be able to charge a high enough price for any cell therapy product we develop, even if they are safe and effective, to make a profit. If we are unable to realize significant profits from our potential product candidates, our business would be materially harmed.

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We do not presently have any alternate supply for our products. If our facilities where our products are currently being manufactured or equipment were significantly damaged or destroyed, or if there were other disruptions, delaysdelays, or difficulties affecting manufacturing capacity, including if such facilities are deemed not in compliance with current Good Manufacturing Practice (“GMP”) requirements, future clinical studies and commercial production for our products would likely be significantly disrupted and delayed. It would be both time consuming and expensive to replace this capacity with third parties, particularly since any new facility would need to comply with the regulatory requirements.

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Ultimately, if we are unable to supply our products to meet commercial demand, whether because of processing constraints or other disruptions, delaysdelays, or difficulties that we experience, our production costs could dramatically increase, and sales of the product and its long-term commercial prospects could be significantly damaged.

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Our proposed products and those developed by our collaborative partners, if approved for marketing, may not achieve market acceptance since hospitals, physicians, patientspatients, or the medical community in general may decide not to accept and utilize these products.

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The clinical development, commercializationcommercialization, and marketing of cell and tissue-based therapies are at an early-stage, substantially research-oriented, and financially speculative. To date, very few companies have been successful in their efforts to develop and commercialize a stem cell product. In general, stem cell products may be susceptible to various risks, including undesirable and unintended side effects, unintended immune system responses, inadequate therapeutic efficacy, or other characteristics that may prevent or limit their approval or commercial use. Furthermore, the number of people who may use cell or tissue-based therapies is difficult to forecast with accuracy. Our future success is dependent on the establishment of a significant market for cell- and tissue-based therapies and our ability to capture a share of this market with our product candidates.

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Our development efforts with our therapeutic product candidates are susceptible to the same risks of failure inherent in the development and commercialization of therapeutic products based on new technologies. The novel nature of cellular therapeutics creates significant challenges in the areas of product development and optimization, manufacturing, government regulation, third-party reimbursementreimbursement, and market acceptance. For example, the United States FDA has relatively limited experience regulating therapies based on cells, and there are few approved treatments utilizing cell therapy.

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During the year ended December 31, 2024,2025, one customer accounted for 53%54% of our consolidated revenues. To the extent that this significant customer reduces or delays its purchases from us or terminateterminates its relationship with us, our revenues would decline significantly, and our financial condition and results of operations would suffer substantially.

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Because of the specialized nature of our business, we are highly dependent on our ability to identify, hire, train, and retain highly qualified scientific and technical personnel for the research and development activities we conduct or sponsor. The loss of one or more key executive officers, or scientific officers, would be significantly detrimental to us. In addition, recruiting and retaining qualified scientific personnel to perform research and development work is critical to our success. Our anticipated growth and expansion into areas and activities requiring additional expertise, such as clinical testing, regulatory compliance, manufacturingmanufacturing, and marketing, will require the addition of new management personnel and the development of additional expertise by existing management personnel. There is intense competition for qualified personnel in the areas of our present and planned activities. Accordingly, we may not be able to continue to attract and retain the qualified personnel, which would adversely affect the development of our business.

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Economic uncertainties and unfavorable economic conditions could adversely affect our business, financial condition, results of operationsoperations, or our access to capital.

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Our business, financial condition, results of operationsoperations, or prospects could be adversely affected by general economic conditions and uncertainties, including in the financial markets. Negative economic conditions, both in the United States and abroad, including the effects of changes in economic growth and expectations, labor shortages, supply chain disruptions, inflationary pressures, financial and credit market fluctuations, international trade relations and/or the imposition of trade tariffs, political turmoil, natural catastrophes, regional or global outbreaks of contagious diseases, such as the novel coronavirus pandemic, terrorist attacks and warfare (such as the Russia – Ukraine conflict and any resulting sanctions imposed), as well as related governmental or regulatory responses, could cause a decrease or deferral in spending by our customers and otherwise negatively affect our business. A severe or prolonged economic downturn or economic uncertainties from these or other factors could also adversely affect our ability to raise additional capital when needed on acceptable terms, if at all. A weak or declining economy could also strain our suppliers, possibly resulting in supply disruptions. Any such disruptions may also magnify the impact of other risks described in this Annual Report on Form 10-K.

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Our business is subject to risks arising from epidemic diseases or other public health emergencies.

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A pandemic, including COVID-19 or other public health epidemic, poses the risk that we or our employees, contractors, customers, suppliers, third party shipping carriers, government and other partners may be prevented from or limited in their ability to conduct business activities for an indefinite period of time, including due to the spread of the disease within these groups or due to shutdowns that may be requested or mandated by governmental authorities. The occurrence of any pandemic or other public health emergency could have a material adverse effect on our business, financial condition and results of operations.

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announcements of research activities, business developments, technological innovationsinnovations, or new products by competitors;

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public concern regarding the safety, efficacyefficacy, or other aspects of the products or methodologies being developed;

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This market volatility, as well as general domestic or international economic, marketmarket, and political conditions, could materially and adversely affect the market price of our common stock.

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The rights of holders of our common stock are subordinate to significant rights, preferencespreferences, and privileges of our existing five series of preferred stock, and to any additional series of preferred stock created in the future.

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Under the authority granted by our Certificate of Incorporation, our Board of Directors has established four separate series of outstanding preferred stock, Series B, Series D, Series G and Series I-2 Preferred Stock, which have various rights and preferences senior to the shares of common stock. Shares of some series of our existing preferred stock are also entitled to enhanced voting rights and liquidation preferences. As a result of the various voting rights, the holders of our existing preferred stock may be able to block the proposed approval of various corporate actions, which could prevent us from achieving strategic or other goals dependent on such actions. As a result of the liquidation preferences, in the event that we voluntarily or involuntaryinvoluntarily liquidate, dissolvedissolve, or windup our affairs (including as a result of a merger), the holders of our preferred stock would be entitled to receive stated amounts per share, including any accrued and unpaid dividends, before any distribution of assets or merger consideration is made to holders of our common stock. Additionally, these shares of preferred stock may be converted, at the option of the holders, into common stock at rates that may be adjusted, for the benefit of holders of preferred stock, if we sell equity securities below the then existing conversion prices. Any such adjustments would compound the potential dilution suffered by holders of common stock if we issue additional securities at prices below the current conversion prices (ranging from $0.12 to $9.69 per share at December 31, 20242025). Additionally, subject to the consent of the holders of our existing preferred stock, our Board of Directors has the power to issue additional series of preferred stock and to designate, as it deems appropriate (subject to the rights of the holders of the current series of preferred stock), the special dividend, liquidationliquidation, or voting rights of the shares of those additional series. The creation and designation of any new series of preferred stock could adversely affect the voting power, dividend, liquidation, and other rights of holders of our common stock and, possibly, any other class or series of stock that is then in existence.

Reworded

Certain provisions of our Certificate of Incorporation and Delaware law may make it more difficult for a third partythird-party to affect a change-in-control.

Reworded

Our Certificate of Incorporation authorizes the Board of Directors to issue up to 20,000,000 shares of preferred stock and our Board of Directors has created and issued shares of four series of preferred stock that remain outstanding, Series B, Series DD, Series G, and Series I-2 Preferred Stock. The terms of various series of Preferred Stock include, among other things, voting rights on particular matters (for example, with respect to the Series D Preferred Stock, restricting our ability to undergo a change in control or merge with, or sell assets to, a third-party), preferences as to dividends and liquidation, and conversion rights. These preferred stock rights diminish the rights of holders of our common stock, and therefore could reduce the value of such common stock. In addition, as long as shares of our Series B, Series DD, Series G, and Series GI-2 Preferred Stock remain outstanding, or if our Board creates and issues additional shares of preferred stock in the future with rights that restrict our ability to merge with, or sell assets to, a third party,third-party, it could make it more difficult, delay, discourage, preventprevent, or make it more costly to acquire the Company or affect a change-in-control.

Showing the first 60 of 64 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

2new paragraphs
2removed paragraphs
26reworded paragraphs
4,189 → 4,176words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: impairment
“For the year ended December 31, 2024, net cash provided by operating activities was $13 thousand, resulting primarily from our net loss of $209 thousand and net changes in operating assets and liabilities of $809 thousand, consisting primarily of increases in accounts receivable of $484 thousand, accrued liabilities of $42 thousand and prepaid expenses and other current assets of $27 thousand, and decreases in operating lease liabilities of $276 thousand, accounts payable of $178 thousand, and inventories of $114 thousand. …”
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New text topics: impairment
“For the year ended December 31, 2025, net cash provided by operating activities was $8 thousand, resulting primarily from our net loss of $418 thousand and net changes in operating assets and liabilities of $581 thousand, consisting of increases in inventories of $387 thousand and prepaid expenses and other current assets of $58 thousand, and decreases in accounts receivable of $335 thousand, operating lease liabilities of $354 thousand, accounts payable of $18 thousand, and accrued liabilities of $99 thousand. …”
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General and administrative expenses for the year ended December 31, 20242025 was $3,516$3,532 thousand, compared to $3,514$3,516 thousand for the year ended December 31, 2023.2024. The changeincrease inof general$16 andthousand, administrativeor expensesless forthan the year ended December 31, 20241%, was primarily attributable to increases of $56 thousand in personnel-relatedconsulting costs,expenses, including$43 fromthousand salaries,in benefitslegal expenses, $13 thousand in filing fees, and travel$13 expenses,thousand in rent and building expenses related to the reallocation of $94space thousand,and costs in 2025 in response to the amendment to the Company’s co-tenant agreement (refer to Note 9 – Related Party Transactions to the consolidated financial statements for further discussion). These increases were mostly offset by decreases in audit fees of $92$38 thousand, temporary services of $21 thousand, foreign currency lossgain due to unfavorablefavorable exchange rates of $20$15 thousand, D&O and general liability insurance expense of $21 thousand, and personnel-related costs including travel expenses of $14 thousand. In addition, there was a decrease in write off of bad debt of $4 thousand and patent impairment from abandonment of $2 thousand. These increases were offset by decreases in consulting fees of $157 thousand, legal fees of $42 thousand, D&O and other insurance related costs of $19 thousand and $12 thousand in other general and administrative expenses.
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Paragraph as it now reads, with added and removed wording marked:

Research and development expenses for the year ended December 31, 20242025 was $657$684 thousand, compared to $511$657 thousand for the year ended December 31, 2023.2024. The increase of $146$27 thousand, or 29%,4%, was primarily attributable to increases in personnel-related costs, including increased salaries, stock-based compensation awards grants and travel expense, of $144 thousand, depreciation expense of $9$11 thousand and other general expensesrent of $7$72 thousand,thousand asrelated wellto asthe change in expense allocation resulting from the 2025 amendment to the Company’s co-tenant agreement (refer to Note 9 – Related Party Transactions to the consolidated financial statements for further discussion), combined with a decrease in the Australian research and development tax credit for qualified expenditures incurred by our Australian subsidiary, Cyto Therapeutics, of $5$42 thousand. TheThese increaseincreases in research and development expense waswere partially offset by decreases in generalpersonnel-related materialscosts, including salaries and suppliesstock-based compensation expense, of $15$66 thousand andcombined with a decrease in consulting feesexpense of $4$32 thousand.
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Other expense, net for the year ended December 31, 20242025 was $141$151 thousand, compared to other income,expense, net of $532$141 thousand for the year ended December 31, 2023.2024. The decreaseincrease in other income (expense),expense, net of $673$10 thousandthousand, or 7%, was primarily attributable to the one-time receipt of the Employee Retention Tax Credit for certain employment taxes enacted by the U.S. government in response to the COVID-19 outbreak of $663 thousand in 2023 (refer to Note 8 – Employee Retention Credit within the accompanying consolidated financial statements for further discussion), which was partially offset by other expense. Other expense in both periods primarily relate to interest expense on our related party note payable (refer to Note 109 – Related Party Transactions withinto the accompanying consolidated financial statements for further discussion).
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Reworded

Paragraph as it now reads, with added and removed wording marked:

Cost of sales for the year ended December 31, 20242025 was $3,764$4,033 thousand, compared to $3,181$3,764 thousand for the year ended December 31, 2023.2024. The increase of $583$269 thousand, or 18%,7%, was primarily attributable to an increase in biomedical product sales resulting in higher costs of direct materials of $900$182 thousand, partiallycombined offsetwith bynet positiveincreases in manufacturing variancesvariances, attributedshipping tocosts, efficienciesand frominventory highertransactions productionincluding volumesexpired inventory write-offs of approximately $286$212 thousand. The net increase in cost of sales was also partially offset by an overall decrease in cost of sales in our anti-aging market segment of $31$126 thousand as a result of a decrease in product sales. Profit margin was 56% versus 59% for the years ended December 31, 2025 and 2024, respectively. Margins were slightly affected by higher OEM sales as a percentage of biomedical sales in total.
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Full comparison: every changed paragraph (30)

Green = added, red = removed. Unchanged paragraphs, 7 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

Our products are based on multi-decade experience with human cell culture and a proprietary type of pluripotent stem cells, human parthenogenetic stem cells (hpSCs). Our hpSCs are comparable to human embryonic stem cells (hESCs) in that they have the potential to be differentiated into many different cells in the human body. However, the derivation of hpSCs does not require the use of fertilized eggs or the destruction of viable human embryos and also offers the potential for the creation of immune-matched cells and tissues that are less likely to be rejected following transplantation. Our collection of hpSCs, known as UniStemCell™, currently consists of 15 stem cell lines. We have facilities and manufacturing protocols that comply with the requirements of Good Manufacturing Practice (GMP) standards as promulgated by the U.S. Code of Federal Regulations and enforced by the United States Food and Drug Administration (FDA).

Reworded

PD: Our most advanced project is the neural stem cell program for the treatment of Parkinson’s disease. In 2013, we published in Nature Scientific Reports the basis for our patent on a new method of manufacturing neural stem cells, which is used to produce the clinical-grade cells necessary for future clinical studies and commercialization. In 2014, we completed the majority of the preclinical research, establishing the safety profile of NSC in various animal species, including non-human primates. In June 2016, we published the results of a 12-month pre-clinical non-human primate study, which demonstrated the safety, efficacyefficacy, and mechanism of action of the ISC- hpNSC®. In 2017, we dosed four patients in our Phase I1 trial of ISC-hpNSC®, human parthenogenetic stem cell-derived neural stem cells for the treatment of Parkinson’s disease. We reported 12-month results from the first cohort and 6-month interim results of the second cohort at the Society for Neuroscience annual meeting (Neuroscience 2018) in November 2018. In April 2019, we announced the completion of subject enrollment, with the 12th subject receiving a transplantation of the highest dose of cells. There have been no safety signals or serious adverse effects seen to date as related to the transplanted ISC-hpNSC® cells.

Added

We expect to announce the full Phase 1 clinical trial results in the second half of 2026.

Reworded

Our wholly owned subsidiary LCT develops, manufacturesmanufactures, and commercializes approximately 200 human cell culture products, including frozen human “primary” cells and the reagents (media) needed to grow, maintainmaintain, and differentiate the cells. LCT’s scientists have used a standardized, methodical, scientific approach to basal medium optimization to systematically produce optimized products designed to culture specific human cell types and to elicit specific cellular behaviors. These techniques can also be used to produce products that do not contain non-human animal proteins, a feature desirable to the research and therapeutic markets. Each LCT cell product is quality tested for the expression of specific markers (to assure the cells are the correct type), proliferation rate, viability, morphologymorphology, and absence of pathogens. Each cell system also contains associated donor information and all informed consent requirements are strictly followed. LCT’s research products are marketed and sold by its internal sales force, OEM partnerspartners, and LCT brand distributors in Europe and Asia.

Reworded

Product sales revenue for the year ended December 31, 20242025 was $9,085$9,100 thousand, compared to $7,789$9,085 thousand for the year ended December 31, 2023.2024. The increase of $1,296$15 thousand, or 17%,less than 1%, was attributable to an increase of $1,211$359 thousand andin $213cells product sales offset by a decrease of $147 thousand in media and cell product sales, respectively,sales within our biomedical market segment (a net increase of $212 thousand), primarily due to increases in original equipment manufacturer (OEM) sales. TheseThis increasesincrease werein our biomedical market product sales was partially offset by a decrease of $128$197 thousand in sales of our skin care products in our anti-aging market segment during 20242025 compared to 20232024 due to a decrease in demand.

Reworded

Our OEM sales in our biomedical market segment have increased year-over-year and accounted for approximately 63%64% of biomedical product sales in 20242025 as compared to 58%63% in 2023.2024. The mix of media and cell product sales has remainedchanged relatively consistentslightly with media product sales accounting for approximately 72%68% of biomedical product sales, updown from 69%72% in 2023.2024. The increase in biomedical product sales was therefore primarily driven by the increase in mediacell product sales. The slight overall increase in biomedical product sales is believed to be the result of normalization of OEM planning systems and lead time measurement and is expected to remain a key component of our biomedical business.

Reworded

Our anti-aging product line is sold to consumers exclusively through our ecommerce channel with less marketing and store front or medical office exposureexpenditures contributing to the decrease in product sales.

Reworded

Cost of sales for the year ended December 31, 20242025 was $3,764$4,033 thousand, compared to $3,181$3,764 thousand for the year ended December 31, 2023.2024. The increase of $583$269 thousand, or 18%,7%, was primarily attributable to an increase in biomedical product sales resulting in higher costs of direct materials of $900$182 thousand, partiallycombined offsetwith bynet positiveincreases in manufacturing variancesvariances, attributedshipping tocosts, efficienciesand frominventory highertransactions productionincluding volumesexpired inventory write-offs of approximately $286$212 thousand. The net increase in cost of sales was also partially offset by an overall decrease in cost of sales in our anti-aging market segment of $31$126 thousand as a result of a decrease in product sales. Profit margin was 56% versus 59% for the years ended December 31, 2025 and 2024, respectively. Margins were slightly affected by higher OEM sales as a percentage of biomedical sales in total.

Removed

Profit margin was 59% for both the years ended December 31, 2024 and 2023. Margins remained consistent despite slightly higher OEM sales as a result of manufacturing efficiencies in our biomedical market segment and normalization of some raw material costs post COVID.

Reworded

Cost of sales consists primarily of salaries and benefits associated with employee efforts expended directly on the production of the Company’s products, as well as related direct materials, general laboratory suppliessupplies, and an allocation of overhead. We aim to continue refining our manufacturing processes and supply chain management to improve the cost of sales as a percentage of revenue for both LCT and LSC.

Reworded

General and administrative expenses for the year ended December 31, 20242025 was $3,516$3,532 thousand, compared to $3,514$3,516 thousand for the year ended December 31, 2023.2024. The changeincrease inof general$16 andthousand, administrativeor expensesless forthan the year ended December 31, 20241%, was primarily attributable to increases of $56 thousand in personnel-relatedconsulting costs,expenses, including$43 fromthousand salaries,in benefitslegal expenses, $13 thousand in filing fees, and travel$13 expenses,thousand in rent and building expenses related to the reallocation of $94space thousand,and costs in 2025 in response to the amendment to the Company’s co-tenant agreement (refer to Note 9 – Related Party Transactions to the consolidated financial statements for further discussion). These increases were mostly offset by decreases in audit fees of $92$38 thousand, temporary services of $21 thousand, foreign currency lossgain due to unfavorablefavorable exchange rates of $20$15 thousand, D&O and general liability insurance expense of $21 thousand, and personnel-related costs including travel expenses of $14 thousand. In addition, there was a decrease in write off of bad debt of $4 thousand and patent impairment from abandonment of $2 thousand. These increases were offset by decreases in consulting fees of $157 thousand, legal fees of $42 thousand, D&O and other insurance related costs of $19 thousand and $12 thousand in other general and administrative expenses.

Reworded

Our general and administrative expenses consist primarily of employee-related expenses including salaries, bonuses, benefitsbenefits, and stock-based compensation. Other significant costs include facility costs not otherwise included in or allocated to other departments, corporate legal fees not relating to patents, and fees for accounting and consulting services.

Reworded

Selling and marketing expenses for the year ended December 31, 20242025 was $1,216$1,118 thousand, compared to $1,246$1,216 thousand for the year ended December 31, 2023.2024. The decrease of $30$98 thousand, or 2%,8%, was primarily attributable to decreases in advertising costs, including creative and web service fees, of $33$73 thousand, merchandisingtemporary service fees of $18 thousand, marketing materials and other general expenses of $10 thousand, dues and subscriptions of $9$34 thousand, and personnel-relatedconsulting costs of $5$22 thousand. These decreases were partially offset by increases in temporarypersonnel-related servicescosts of $29$16 thousand and inthousand, license fees of $4$8 thousand, bank and merchant fees of $6 thousand, and rent of $3 thousand. The overall change in expense year-over-year is primarily attributable to a decrease in selling and marketing expenses attributable to our anti-aging market segment.

Reworded

Research and development expenses for the year ended December 31, 20242025 was $657$684 thousand, compared to $511$657 thousand for the year ended December 31, 2023.2024. The increase of $146$27 thousand, or 29%,4%, was primarily attributable to increases in personnel-related costs, including increased salaries, stock-based compensation awards grants and travel expense, of $144 thousand, depreciation expense of $9$11 thousand and other general expensesrent of $7$72 thousand,thousand asrelated wellto asthe change in expense allocation resulting from the 2025 amendment to the Company’s co-tenant agreement (refer to Note 9 – Related Party Transactions to the consolidated financial statements for further discussion), combined with a decrease in the Australian research and development tax credit for qualified expenditures incurred by our Australian subsidiary, Cyto Therapeutics, of $5$42 thousand. TheThese increaseincreases in research and development expense waswere partially offset by decreases in generalpersonnel-related materialscosts, including salaries and suppliesstock-based compensation expense, of $15$66 thousand andcombined with a decrease in consulting feesexpense of $4$32 thousand.

Reworded

Other Income (Expense),Expense, Net

Reworded

Other expense, net for the year ended December 31, 20242025 was $141$151 thousand, compared to other income,expense, net of $532$141 thousand for the year ended December 31, 2023.2024. The decreaseincrease in other income (expense),expense, net of $673$10 thousandthousand, or 7%, was primarily attributable to the one-time receipt of the Employee Retention Tax Credit for certain employment taxes enacted by the U.S. government in response to the COVID-19 outbreak of $663 thousand in 2023 (refer to Note 8 – Employee Retention Credit within the accompanying consolidated financial statements for further discussion), which was partially offset by other expense. Other expense in both periods primarily relate to interest expense on our related party note payable (refer to Note 109 – Related Party Transactions withinto the accompanying consolidated financial statements for further discussion).

Reworded

The Company enters into contracts in the normal course of business with various third-party consultants and contract research organizations (CRO) for preclinical research, clinical trialstrials, and manufacturing activities. These contracts generally provide for termination upon notice. Actual expenses associated with these arrangements may be higher or lower due to various reasons, including but not limited to, progress of our development products,products and enrollment in clinical trials. Other short-term and long-term commitments that would affect liquidity include lease obligations as well as related party debt repayments.

Reworded

The Company had a minimum annual license fee of $75 thousand payable in two installments per year to Astellas Pharma pursuant to the amended UMass IP license agreement. The patents, along with the license agreement, expired at the end of July 2022. These patents were fully impaired in prior years and therefore the expiration did not result in any additional impairment for the year ended December 31, 2022. The Company does not anticipate any short-term liquidity effects from this obligation as we will no longer be liable for the annual licensing fee.

Added

For the year ended December 31, 2025, net cash provided by operating activities was $8 thousand, resulting primarily from our net loss of $418 thousand and net changes in operating assets and liabilities of $581 thousand, consisting of increases in inventories of $387 thousand and prepaid expenses and other current assets of $58 thousand, and decreases in accounts receivable of $335 thousand, operating lease liabilities of $354 thousand, accounts payable of $18 thousand, and accrued liabilities of $99 thousand. The decrease in cash is offset by non-cash adjustments to net loss of $1,007 thousand pertaining to stock-based compensation expense, depreciation and amortization expense, non-cash operating lease expense, interest expense on our related party note payable, and changes in inventory reserve. For the year ended December 31, 2024, net cash provided by operating activities was $13 thousand, resulting primarily from our net loss of $209 thousand and changes in operating assets and liabilities of $809 thousand, offset by recurring non-cash adjustments to net loss of $1,031 thousand, including stock-based compensation expense, depreciation and amortization expense, non-cash operating lease expense, interest expense on our related party note payable, changes in inventory reserve, and impairment of intangible assets.

Removed

For the year ended December 31, 2024, net cash provided by operating activities was $13 thousand, resulting primarily from our net loss of $209 thousand and net changes in operating assets and liabilities of $809 thousand, consisting primarily of increases in accounts receivable of $484 thousand, accrued liabilities of $42 thousand and prepaid expenses and other current assets of $27 thousand, and decreases in operating lease liabilities of $276 thousand, accounts payable of $178 thousand, and inventories of $114 thousand. The decrease in cash is offset by non-cash adjustments to net loss of $1,031 thousand pertaining to stock-based compensation expense, depreciation and amortization expense, non-cash operating lease expense, interest expense on our related party note payable, changes in inventory reserve and impairment of intangible assets. For the year ended December 31, 2023, net cash provided by operating activities was $929 thousand, resulting primarily from our net loss of $131 thousand, which includes the one-time receipt of the Employee Retention Tax Credit of $663 thousand, and changes in operating assets and liabilities of $3 thousand, offset by recurring non-cash adjustments to net loss of $1,063 thousand, including stock-based compensation expense, depreciation and amortization expense, non-cash operating lease expense, interest expense on our related party note payable and changes in inventory reserve.

Reworded

Net cash used in investing activities for the year ended December 31, 20242025 was $171$45 thousand, compared to $83$171 thousand for the year ended December 31, 2023.2024. The increasedecrease in cash used in investing activities was primarily attributable to purchases of property and equipment of $166$43 thousand forincluding lab and manufacturing equipment and leasehold improvements as compared to $80$166 thousand used for leaseholdpurchases improvementsof property and equipment in 2023.2024. There were also payments for patent licenses of $2 thousand during the year ended December 31, 2025 versus $5 thousand during the year ended December 31, 2024 versus $3 thousand during the year ended December 31, 2023.2024.

Reworded

Net cash used in financing activities for the yearboth years ended December 31, 20242025 was $200 thousand, compared to no net cash flows provided by or used in financing activities for the year endedand December 31, 2023.2024 were $200 thousand. Cash used in financing activities was wholly attributable to the partial repayment of principal on our related party note payable in both 2025 and 2024 (refer to Note 109 – Related Party Transactions withinto the accompanying consolidated financial statements for further discussion).

Reworded

the magnitude and scope of our research and development programs and our ability to establish, enforceenforce, and maintain strategic arrangements for research, development, clinical testing, manufacturingmanufacturing, and marketing;

Reworded

the extent to which third partythird-party interest in Company’s research and commercial products can be realized through effective partnerships;

Reworded

the costs involved in preparing, filing, prosecuting, maintaining, defendingdefending, and enforcing patent claims;

Reworded

the number and type of product candidates that we pursue; and the development of major public health concerns, such as the novel coronavirus outbreak,concerns or other pandemics arising globally, natural catastrophes, cyber-attacks or other crises and itstheir impact on our business operations and funding requirements.

Reworded

Our failure to raise capital or enter into applicable arrangements when needed would have a negative impact on our financial condition. Additional debt financing may be expensive and require us to pledge all or a substantial portion of our assets. Further, if additional funds are obtained through arrangements with collaborative partners, these arrangements may require us to relinquish rights to some of our technologies, product candidatescandidates, or products that we would otherwise seek to develop and commercialize on our own. If sufficient capital is not available, we may be required to delay, reduce the scope ofof, or eliminate one or more of our product initiatives.

Reworded

We currently have no revenue generated from our principal operations in therapeutic and clinical product development through research and development efforts. There can be no assurance that we will be successful in maintaining our normal operating cash flow and obtaining additional funds and that the timing of our capital raising,raising or future financing will result in cash flow sufficient to sustain our operations at least through one year after the issuance date.

Reworded

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expensesexpenses, and related disclosures. On an on-going basis, we evaluate our estimates and assumptions, and we base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions.

Reworded

Our inventories, particularly within our biomedical market, consist of certain products that have a long or, when frozen, indefinite shelf life. In addition, future demand for our products is uncertain. Accordingly, at each reporting period, we estimate a reserve for allowance for excess and obsolete inventory. This estimate is computed using historical sales data and inventory turnover rates, which are subjective in nature and fluctuate between periods. The establishment of a reserve for excess and obsolete inventory establishes a new cost basis in the inventory with a corresponding adjustment to cost of sales. If we are able to sell such inventory, any related reserves are reduced in the period of sale. The Company’s allowance for excess and obsolete inventory was $736$781 thousand and $739$736 thousand at December 31, 20242025 and 2023,2024, respectively. A 10% change in our reserve estimate in total at December 31, 20242025 would result in a change in reserve of approximately $74$78 thousand. Our reserves are estimates which could vary significantly, either favorably or unfavorably, from actual results if future economic conditions, consumer demanddemand, and competitive environments differ from our expectations.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-13 (period ending 2026-06-30) with 10-Q filed 2026-05-14 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

29new paragraphs
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42 → 1,833words in section

New heading “Risks Related to the Transaction”

New heading “The Transaction may not be completed on the anticipated timeline or at all.”

New heading “The MIPA may be terminated under certain circumstances, and the Company may be unable to complete the Transaction due to events beyond its control.”

New heading “If the Transaction is not completed, the Company’s business, financial condition, and stock price may be adversely affected.”

New heading “The Company will be subject to operating restrictions during the period between execution of the MIPA and the closing.”

New heading “The announcement and pendency of the Transaction may adversely affect the Company’s business relationships, operating results, and stock price.”

New heading “The Company may be required to indemnify ATCC after the closing for breaches of representations and warranties or covenants under the MIPA.”

New heading “Risks Related to ISCO Following the Transaction”

New heading “Following the Transaction, the Company’s operations will be substantially reduced and the Company will be heavily dependent on its remaining business lines.”

New heading “There can be no assurance that the Company will be able to successfully deploy the Transaction proceeds.”

New heading “The Company may face challenges retaining key employees following the Transaction.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: breach, covenant
“The Company may be required to indemnify ATCC after the closing for breaches of representations and warranties or covenants under the MIPA.”
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New text topics: breach, covenant
“The MIPA contains a number of termination provisions that could prevent the Transaction from being completed. …”
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New text topics: breach, covenant
“The Company has agreed to indemnify ATCC for damages arising from, among other things: breaches of the Company’s representations and warranties; breaches of the Company’s covenants and agreements; claims by interest holders of the Company; undisclosed indebtedness; transaction expenses; tax liabilities; fraud or willful misconduct; certain employee-related liabilities; and failures related to intellectual property transfers. …”
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New text topics: covenant, regulation
“The completion of the sale of 100% of the membership interests in LCT to ATCC pursuant to the MIPA is subject to numerous closing conditions, many of which are beyond the Company’s control. These conditions include, among others, the accuracy of each party’s representations and warranties, the performance of pre-closing covenants, the absence of a material adverse effect, the absence of any governmental order or restraint prohibiting the Transaction, and the expiration of a 20-day waiting period following the filing of the Information Statement with the SEC under Regulation 14C. …”
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New text topics: going concern
“The Company’s remaining business lines may not be sufficient to sustain the Company as a going concern without the development of new revenue sources, strategic acquisitions, or other business initiatives. Investors should be aware that the Company following the Transaction will be a significantly smaller enterprise with greater concentration risk in its remaining operations, and there can be no assurance that those remaining operations will be profitable or sustainable over the long term.”
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New text
“Following the Transaction, the Company’s operations will be substantially reduced and the Company will be heavily dependent on its remaining business lines.”
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Full comparison: every changed paragraph (30)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Reworded

ThereOther than as set forth below, there have been no material changes to the risk factors disclosed in “Part I – Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 30, 2026.

Added

Risks Related to the Transaction

Added

The Transaction may not be completed on the anticipated timeline or at all.

Added

The completion of the sale of 100% of the membership interests in LCT to ATCC pursuant to the MIPA is subject to numerous closing conditions, many of which are beyond the Company’s control. These conditions include, among others, the accuracy of each party’s representations and warranties, the performance of pre-closing covenants, the absence of a material adverse effect, the absence of any governmental order or restraint prohibiting the Transaction, and the expiration of a 20-day waiting period following the filing of the Information Statement with the SEC under Regulation 14C. If any of these conditions are not satisfied or waived on a timely basis, the closing of the Transaction may be delayed or may not occur at all.

Added

The MIPA provides that either party may terminate the agreement if the closing has not occurred within 60 days of execution (subject to automatic extension in the event of SEC review delays). While stockholder approval has been obtained via written consent of the requisite holders, the Information Statement process with the SEC must be completed before the Transaction can close. Any delays in the SEC review process, difficulties in satisfying the closing conditions, or the occurrence of events that would render the conditions incapable of being satisfied could delay or prevent completion of the Transaction. There can be no assurance that the Transaction will be completed within the anticipated timeframe or at all.

Added

The MIPA may be terminated under certain circumstances, and the Company may be unable to complete the Transaction due to events beyond its control.

Added

The MIPA contains a number of termination provisions that could prevent the Transaction from being completed. The MIPA may be terminated by: (a) mutual written consent of the parties; (b) either party if the closing has not occurred within 60 days (with automatic extension for SEC review delays), provided the terminating party did not cause the failure; (c) either party if a court or other governmental authority issues a final, nonappealable order prohibiting the Transaction; (d) ATCC if the Company breaches its representations, warranties, or covenants and fails to cure within 15 days of notice; (e) the Company if ATCC breaches its obligations and fails to cure within 15 days; or (f) ATCC if the Stockholder Written Consent is not delivered within 24 hours of execution.

Added

Certain of these termination triggers, such as the issuance of a final governmental order or regulatory action prohibiting the Transaction, are entirely beyond the Company’s control. If the MIPA is terminated, the Company will not receive the purchase price or realize the anticipated benefits of the Transaction, and will have incurred significant costs in pursuing the Transaction. Upon termination, no party has further liability to the other, except in the case of fraud or willful and material breach of the MIPA.

Added

If the Transaction is not completed, the Company’s business, financial condition, and stock price may be adversely affected.

Added

If the Transaction is not completed for any reason, the Company may be subject to a number of material risks. The announcement of the Transaction and the subsequent failure to complete it could harm the Company’s reputation with customers, suppliers, and other business partners. The market price of the Company’s common stock may decline to the extent that the current market price reflects an assumption that the Transaction will be completed. In addition, the Company’s management has devoted, and will continue to devote, substantial time and resources to the Transaction, which could otherwise have been directed to other business opportunities and operations.

Added

Furthermore, the failure to complete the Transaction could result in the loss of key employees who may have been retained in anticipation of the Transaction or who may become uncertain about their future with the Company. The Company may also face negative perceptions among investors, analysts, and others in the financial community. Any of these risks, individually or in combination, could have a material adverse effect on the Company’s business, results of operations, financial condition, and stock price.

Added

The Company will be subject to operating restrictions during the period between execution of the MIPA and the closing.

Added

Under the terms of the MIPA, the Company is subject to significant operating restrictions during the pre-closing period that limit its ability to conduct the business of LCT in the ordinary course without the prior written consent of ATCC. Among other things, the Company may not, without ATCC’s consent: change the organizational documents of the subsidiary; issue or sell any securities; incur indebtedness; make capital expenditures in excess of $15 thousand individually or $25 thousand in the aggregate per month; acquire any business or material assets; terminate or amend material permits; sell or dispose of material assets; enter into, modify, or terminate material contracts; change employee compensation; or settle litigation above specified thresholds.

Added

These restrictions may prevent the Company from pursuing otherwise attractive business opportunities, responding to competitive developments, or taking actions that the Company’s management might otherwise consider to be in the best interests of the Company and its stockholders. Compliance with these restrictions may impair the Company’s ability to maintain its existing business relationships, retain key personnel, or preserve the value of its business during the pendency of the Transaction.

Added

The announcement and pendency of the Transaction may adversely affect the Company’s business relationships, operating results, and stock price.

Added

The announcement and pendency of the Transaction may create uncertainty for the Company’s customers, suppliers, employees, and other stakeholders. Customers and suppliers may defer purchasing or contracting decisions, seek alternative sources of products or services, or otherwise modify their business relationships with LCT. Competitors may attempt to exploit the uncertainty to attract the Company’s customers, suppliers, or employees. Key employees may seek alternative employment due to uncertainty about their future roles following the Transaction.

Added

In addition, the Company’s stock price may be subject to increased volatility during the pendency of the Transaction. Market participants may speculate about the likelihood of the Transaction being completed, the impact of the Transaction on the Company’s future operations, or the Company’s strategic direction following the closing. These factors could cause the market price of the Company’s common stock to fluctuate significantly, which may adversely affect the Company’s stockholders.

Added

The Company may be required to indemnify ATCC after the closing for breaches of representations and warranties or covenants under the MIPA.

Added

The Company has agreed to indemnify ATCC for damages arising from, among other things: breaches of the Company’s representations and warranties; breaches of the Company’s covenants and agreements; claims by interest holders of the Company; undisclosed indebtedness; transaction expenses; tax liabilities; fraud or willful misconduct; certain employee-related liabilities; and failures related to intellectual property transfers. The Company’s general representations and warranties survive for nine months following the closing, while Specified Representations survive for four years and Fundamental Representations survive for six years.

Added

If ATCC makes indemnification claims against the Company, the Company may be required to pay substantial damages. While the MIPA provides a deductible of $25 thousand for certain claims, indemnification claims may be satisfied first from the escrow funds and then directly from the Company. No party is liable for damages exceeding the proceeds actually received from the Transaction (other than in the case of Fraud). The Company’s exposure to indemnification obligations could be material and could adversely affect the Company’s financial condition.

Added

Risks Related to ISCO Following the Transaction

Added

Following the Transaction, the Company’s operations will be substantially reduced and the Company will be heavily dependent on its remaining business lines.

Added

LCT represents a significant portion of the Company’s current business operations, revenue, and assets. Upon the closing of the Transaction, the Company will divest the entirety of the membership interests in LCT and will no longer derive any revenue, operational support, or strategic benefit from that subsidiary. As a result, the Company’s operations will be substantially reduced and the Company will have significantly fewer employees, revenue streams, and assets with which to sustain its continuing business.

Added

The Company’s remaining business lines may not be sufficient to sustain the Company as a going concern without the development of new revenue sources, strategic acquisitions, or other business initiatives. Investors should be aware that the Company following the Transaction will be a significantly smaller enterprise with greater concentration risk in its remaining operations, and there can be no assurance that those remaining operations will be profitable or sustainable over the long term.

Added

There can be no assurance that the Company will be able to successfully deploy the Transaction proceeds.

Added

The Company expects to receive a purchase price of $25.0 million in connection with the Transaction, subject to customary adjustments for net working capital, closing date cash, and closing date indebtedness, and further subject to the escrow holdbacks described above. Following the closing, the Company will need to identify and evaluate new business opportunities, potential acquisitions, or other uses of capital in order to redeploy the Transaction proceeds in a manner that creates value for stockholders.

Added

There can be no assurance that suitable opportunities will be available, that the Company will be able to consummate any such transactions on favorable terms, or that any deployment of the Transaction proceeds will generate acceptable returns. The Company may face significant competition for attractive acquisition targets or investment opportunities, and the Company’s management team may not have the expertise or resources necessary to execute successfully in new business areas. Any failure to deploy the Transaction proceeds effectively could result in diminished returns for stockholders and a decline in the market price of the Company’s common stock.

Added

The Company may face challenges retaining key employees following the Transaction.

Added

In connection with the closing of the Transaction, the LCT employees will transfer to ATCC. The Company’s remaining employees may experience uncertainty regarding their future roles, compensation, and career prospects within a substantially reduced organization. This uncertainty may lead to attrition among key personnel whose skills, experience, and institutional knowledge are critical to the Company’s continuing operations and future strategic initiatives.

Added

The loss of key employees could impair the Company’s ability to execute its remaining business operations, pursue new opportunities, and maintain the relationships necessary for ongoing success. Competition for qualified personnel is intense, and the Company’s reduced size and uncertain strategic outlook following the Transaction may make it more difficult to attract and retain talented employees. Any significant employee departures could have a material adverse effect on the Company’s business, results of operations, and financial condition.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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23reworded paragraphs
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New heading “Comparison of the Six Months Ended June 30, 2026 and 2025”

New heading “Product sales, net”

New heading “General and administrative expenses”

New heading “Selling and marketing expenses”

New heading “Research and development expenses”

New heading “Other expense, net”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded topics: fine, supply chain

Paragraph as it now reads, with added and removed wording marked:

Cost of sales consists primarily of salaries and benefits associated with employee efforts expended directly on the production of the Company’s products, as well as related direct materials, general laboratory supplies and the allocation of overhead. We plan to continue to refine our manufacturing processes and supply chain management to improve the cost of sales as a percentage of revenue for both our LCT and LSC segments.
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“Comparison of the Six Months Ended June 30, 2026 and 2025”
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“General and administrative expenses”
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“Research and development expenses”
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“Selling and marketing expenses”
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Reworded topics: impairment

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General and administrative expenses for the three months ended MarchJune 31,30, 2026 were $1,122$1,062 thousand, compared to $892$905 thousand for the three months ended MarchJune 31,30, 2025. The increase of $230$157 thousand, or 26%,17%, was primarily attributable to an increase in legal and consulting feescosts of approximately $225$159 thousand related to various business and strategic projectsactivities (refer to Note 10 – Subsequent Events for further discussion) combined with approximatelyan $19impairment charge of $111 thousand increaserelated into auditcertain andabandoned accounting fees.patents. These increases were partially offset by a netdecrease of approximately $36 thousand in insurance and filing fees, $63 thousand in audit and accounting costs, $6 thousand in personnel related costs, $4 thousand in depreciation and amortization, and $5 thousand decrease in D&Oforeign andcurrency liability insurance and approximately $8 thousand decrease in filing fees.adjustments.
see in full comparison
Full comparison: every changed paragraph (49)

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Reworded

We are a clinical stage biotechnology company focused on therapeutic product development with two revenue-generating businesses offering potential for increased future revenue. We have generated aggregate product revenues from our two commercial businesses of $2.3$2.7 million and $2.1$2.4 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $5.0 million and $4.6 million for the six months ended June 30, 2026 and 2025, respectively. We currently have no revenue generated from our principal operations in therapeutic product development.

Reworded

PD: Our most advanced project is the neural stem cell program for the treatment of Parkinson’s disease. In 2013, we published in Nature Scientific Reports the basis for our patent on a new method of manufacturing neural stem cells, which is used to produce the clinical-grade cells necessary for future clinical studies and commercialization. In 2014, we completed the majority of the preclinical research, establishing the safety profile of NSC in various animal species, including non-human primates. In June 2016, we published the results of a 12-month preclinical non-human primate study, which demonstrated the safety, efficacyefficacy, and mechanism of action of the ISC- hpNSC®. In 2017, we dosed four patients in our Phase I trial of ISC-hpNSC®, human parthenogenetic stem cell-derived neural stem cells for the treatment of Parkinson’s disease. We reported 12-month results from the first cohort and 6-month interim results of the second cohort at the Society for Neuroscience annual meeting (Neuroscience 2018) in November 2018. In April 2019, we announced the completion of subject enrollment, with the 12th subject receiving a transplantation of the highest dose of cells. There have been no safety signals or serious adverse effects seen to date as related to the transplanted ISC-hpNSC® cells.

Reworded

Our wholly owned subsidiary Lifeline Skin Care, Inc. (“LSC”) develops, manufacturesmanufactures, and sells skin care products based on two core technologies: encapsulated peptides derived from hpSC and specially discovered small molecules. LSC’s products include:

Reworded

Our wholly owned subsidiary Lifeline Cell Technology, LLC (“LCT”) develops, manufacturesmanufactures, and commercializes approximately 200 human cell culture products, including human primary cells and media, which are needed to grow, maintain, and differentiate the cells. LCT’s scientists have used a standardized, methodical, scientific approach to basal medium optimization to systematically produce optimized products designed to culture specific human cell types and to elicit specific cellular behaviors. These techniques can also be used to produce products that do not contain non-human animal proteins, a feature desirable to the research and therapeutic markets. Each LCT cell product is quality tested for the expression of specific markers (to assure the cells are the correct type), proliferation rate, viability, morphologymorphology, and absence of pathogens. Each cell system also contains associated donor information and all informed consent requirements are strictly followed. LCT’s research products are marketed and sold by its internal sales force, OEM partnerspartners, and LCT brand distributors in Europe and Asia.

Reworded

Comparison of the Three Months Ended MarchJune 31,30, 2026 and 2025

Reworded

The following table summarizes our results of operations for the three months ended MarchJune 31,30, 2026 and 2025 (in thousands, except percentages):

Reworded

Product sales for the three months ended MarchJune 31,30, 2026 were $2,315$2,675 thousand compared to $2,129$2,447 thousand for the three months ended MarchJune 31,30, 2025. TheThis increase of $186 thousand, or 9%, was asdriven a result ofby an increase in product sales from our biomedical market segment, including an increase of $140$410 thousand from our media product sales partially offset by a decrease in cells and other product sales combined with an increase in media product sales of $35$189 thousand. The net increase in product sales from our biomedical market segment iswas augmented by ana small increase in product sales from our skin care product line of approximately $11$7 thousand.

Added

Cost of sales for the three months ended June 30, 2026 were $1,217 thousand, compared to $927 thousand for the three months ended June 30, 2025. The increase of $290 thousand, or 31%, was primarily attributable to an increase of approximately $258 thousand in cost of sales from our biomedical market segment driven by an increase in product sales, combined with approximately $7 thousand net increase in manufacturing variances partially offset by decreased shipping costs. In addition, our skin care line saw a net increase of approximately $31 thousand in cost of sales. For the three months ended June 30, 2025, the LSC segment reported negative cost of sales of $1 thousand. This was primarily due to a $43 thousand decrease in inventory reserves, which exceeded other cost of sales components totaling $42 thousand. For the three months ended June 30, 2026, these inventory adjustments were only $13 thousand. The other cost of sales components were primarily related to costs of items sold and shipping.

Added

Profit margins as a percentage of revenue have decreased approximately 7% for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The net decrease in gross margins was a result of the normalization in profit margins related to our skin care market segment as compared to prior year. In addition, our biomedical market segment saw a decrease in gross margin of approximately 7% as a result of a change in the sales mix.

Removed

Cost of sales for the three months ended March 31, 2026 were $954 thousand, compared to $992 thousand for the three months ended March 31, 2025. The decrease of $38 thousand, or 4%, was as a result of approximately $70 thousand decrease in net cost of goods from our skin care product line as a result of approximately $65 thousand in expired inventory write-offs in the prior period. This decrease was partially offset by a net increase of approximately $33 thousand in cost of goods sold due to an overall increase in product sales from our biomedical market segment.

Removed

Profit margins as a percentage of revenue was 59% versus 53% for the three months ended March 31, 2026 and 2025, respectively. The increase in margins was as a result of approximately 2% increase from our biomedical market segment driven by a slight change in the sales mix generating higher margins. The remainder of this increase was generated from our skin care market segment which had fewer write-offs in comparison to the prior period.

Reworded

Cost of sales consists primarily of salaries and benefits associated with employee efforts expended directly on the production of the Company’s products, as well as related direct materials, general laboratory supplies and the allocation of overhead. We plan to continue to refine our manufacturing processes and supply chain management to improve the cost of sales as a percentage of revenue for both our LCT and LSC segments.

Reworded

General and administrative expenses for the three months ended MarchJune 31,30, 2026 were $1,122$1,062 thousand, compared to $892$905 thousand for the three months ended MarchJune 31,30, 2025. The increase of $230$157 thousand, or 26%,17%, was primarily attributable to an increase in legal and consulting feescosts of approximately $225$159 thousand related to various business and strategic projectsactivities (refer to Note 10 – Subsequent Events for further discussion) combined with approximatelyan $19impairment charge of $111 thousand increaserelated into auditcertain andabandoned accounting fees.patents. These increases were partially offset by a netdecrease of approximately $36 thousand in insurance and filing fees, $63 thousand in audit and accounting costs, $6 thousand in personnel related costs, $4 thousand in depreciation and amortization, and $5 thousand decrease in D&Oforeign andcurrency liability insurance and approximately $8 thousand decrease in filing fees.adjustments.

Added

Selling and marketing expenses for the three months ended June 30, 2026 were $276 thousand, compared to $286 thousand for the three months ended June 30, 2025. The decrease of $10 thousand, or 3%, was primarily attributable to a decrease of approximately $20 thousand in personnel and consulting related costs partially offset by increases in bank fees of $4 thousand, dues and subscriptions and licenses of $3 thousand and website and advertising expense of $1 thousand.

Removed

Selling and marketing expenses for the three months ended March 31, 2026 were $273 thousand, compared to $273 thousand for the three months ended March 31, 2025. While there was no net change, there was increased employee related charges offset by decreased outside services and consulting expenses.

Added

Research and development expenses for the three months ended June 30, 2026 were $155 thousand, compared to $162 thousand for the three months ended June 30, 2025. The decrease of $7 thousand, or 4%, was primarily a result of a decrease of $28 thousand in consulting expenses, $32 thousand in personnel-related costs, and $4 thousand in material and supplies. These decreases were partially offset by a $52 thousand decrease in the Australian research and development tax credit and an increase in costs being paid for rent, lab expenses, and cell storage costs of approximately $4 thousand.

Removed

Research and development expenses for the three months ended March 31, 2026 were $156 thousand, compared to $187 thousand for the three months ended March 31, 2025. The decrease of $31 thousand, or 17%, was primarily as a result of a decrease of approximately $4 thousand in personnel related costs and approximately $32 thousand in consulting fees related to the decision to reduce to only one consultant, which were partially offset by an increase of approximately $3 thousand in materials and supplies and lab expenses.

Reworded

Other expense, netexpense for the three months ended MarchJune 31,30, 2026 and 2025 was $30$36 thousand and $41$38 thousand, respectively. Other expenses in both periods primarily relate to interest expense on our related party note payable. This decrease wasdecreased as a result of paydownsthe paydown on the principal balance of the note of approximately $350 thousand during 2025 and the first quarter ofin 2026.

Added

Comparison of the Six Months Ended June 30, 2026 and 2025

Added

The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025 (in thousands, except percentages):

Added

Product sales, net

Added

Product sales for the six months ended June 30, 2026 were $4,990 thousand compared to $4,576 thousand for the six months ended June 30, 2025. This increase was driven by an increase in product sales from our biomedical market segment, including an increase of $445 thousand from our media product sales partially offset by a decrease in cells and other product sales of $49 thousand. The net increase in product sales from our biomedical market segment was augmented by a small increase in product sales from our skin care product line of approximately $18 thousand.

Added

Cost of sales for the six months ended June 30, 2026 were $2,171 thousand, compared to $1,919 thousand for the six months ended June 30, 2025. The increase of $252 thousand, or 13%, was due to an overall increase in product sales from our biomedical market segment slightly offset by a decrease in costs of sales in our skin care line despite the slight increase in sales for the period driven primarily by decreased inventory charges year over year.

Added

Profit margins as a percentage of revenue have decreased approximately 2% for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The net decrease in gross margins was as a result of an approximately 3% decrease from our biomedical market segment as a result of a change in the sales mix slightly offset by an increase in profit margins related to our skin care market segment due to less reserve and inventory adjustments.

Added

Cost of sales consists primarily of salaries and benefits associated with employee efforts expended directly on the production of the Company’s products, as well as related direct materials, general laboratory supplies, and the allocation of overhead.

Added

General and administrative expenses

Added

General and administrative expenses for the six months ended June 30, 2026 were $2,184 thousand, compared to $1,797 thousand for the six months ended June 30, 2025. The increase of $387 thousand, or 22%, was primarily attributable to increases in legal and consulting costs of approximately $384 thousand related to strategic activities (refer to Note 10 – Subsequent Events for further discussion) and $111 thousand related to the write off of certain abandoned patents. These increases were offset by decreases in audit and accounting fees of approximately $44 thousand, D&O insurance and filing fees of $59 thousand, foreign currency adjustments of $4 thousand, and personnel-related costs of $7 thousand.

Added

Our general and administrative expenses consist primarily of employee-related expenses including salaries, bonuses, benefits, and stock-based compensation. Other significant costs include facility costs not otherwise included in or allocated to other departments, legal fees not relating to patents and corporate matters, and fees for accounting and consulting services.

Added

Selling and marketing expenses

Added

Selling and marketing expenses for the six months ended June 30, 2026 were $549 thousand, compared to $559 thousand for the six months ended June 30, 2025. The decrease of $10 thousand, or 2%, was primarily attributable to a decrease in temporary services of approximately $11 thousand and $6 thousand in consulting costs. These decreases were partially offset by a $6 thousand increase in bank fees.

Added

Our selling and marketing expenses consist primarily of employee-related expenses including salaries, bonuses, benefits, and stock-based compensation for our biomedical and anti-aging cosmetic businesses. Other significant costs include facility costs not otherwise included in or allocated to other departments, as well as marketing material costs, permits and licenses for ecommerce, and other advertising expenses.

Added

Research and development expenses

Added

Research and development expenses for the six months ended June 30, 2026 were $311 thousand, compared to $349 thousand for the six months ended June 30, 2025. The decrease of $38 thousand, or 11%, was a result of a decrease of $60 thousand in consulting fees combined with a $36 thousand decrease in personnel-related costs. These decreases were partially offset by increases in rent, general lab expenses, and cell storage fees of approximately $5 thousand combined with a change in the Australian research and development credit of $52 thousand.

Added

Our research and development efforts are primarily focused on the development of treatments for Parkinson’s disease, traumatic brain injury, and stroke. These projects are long-term investments that involve developing both new stem cell lines and new differentiation techniques that can provide higher purity populations of functional cells. Research and development expenses are expensed as incurred and are accounted for on a project-by-project basis. However, much of our research has potential applicability to each of our projects.

Added

Other expense, net

Added

Other expense for the six months ended June 30, 2026 and 2025 was $66 thousand and $79 thousand, respectively. Other expenses in both periods primarily relate to interest expense on our related party note payable. This decrease is as a result of the principal pay down of $150 thousand on our related party note payable in February 2026 and $200 thousand in June of 2025.

Reworded

The Company enters into contracts in the normal course of business with various third-party consultants and contract research organizations (“CRO”) for preclinical research, clinical trialstrials, and manufacturing activities. These contracts generally provide for termination upon notice. Actual expenses associated with these arrangements may be higher or lower due to various reasons, including but not limited to, progress of our development products and enrollment in clinical trials. Other short-term and long terms commitments that would affect liquidity include lease obligations as well as related party debt repayments.

Reworded

As of MarchJune 31,30, 2026, we had an accumulated deficit of approximately $111.3$111.4 million and have historically incurred net losses and negative operating cash flows. Substantially all of our operating losses have resulted from the funding of our research and development programs and general and administrative expenses associated with our operations. We incurred net losses of $220$291 thousand and $256$127 thousand for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. As of MarchJune 31,30, 2026, we had cash of approximately $0.9$1.1 million, compared to $1.0 million as of December 31, 2025. Our primary use of cash is to continue to fund our research and development programs, while maintaining and growing our revenue generating businesses.

Reworded

Comparison of the ThreeSix Months Ended MarchJune 31,30, 2026 and 2025

Reworded

The following table provides information regarding our cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025 (in thousands):

Reworded

For the threesix months ended MarchJune 31,30, 2026, net cash provided by operating activities was $121$288 thousand, resulting primarily from our net loss of $220$291 thousand and net changes in operating assets and liabilities of $119$26 thousand, consisting of increases in accounts receivablepayable of $68$142 thousand, inventories of $264 thousand, prepaid expensesthousand and other current assets of $135 thousand, and a decrease in operating leaseaccrued liabilities of $96$541 thousand, resulting in decreased operating cash flows.thousand. These increases were offset by an increase in accounts payablereceivable of $269$236 thousand, inventories of $221 thousand, prepaid expenses and other current assets of $6 thousand and accrueda decrease in operating lease liabilities of $413$194 thousand, resulting in increased operating cash flows.thousand. In addition, there was a $222$553 thousand increase pertaining to non-cash adjustments consisting of recurring non-cash expenses, such as stock-based compensation, depreciation and amortization expense, non-cash operating lease expense, changes in inventory reserve,reserve and interest expense on our related party note payable.

Reworded

For the threesix months ended MarchJune 31,30, 2025, net cash providedused byin operating activities was $227$73 thousand, attributable to our net loss of $256$127 thousand and net changes in operating assets and liabilities of $151$496 thousand, combinedoffset withby net recurring non-cash adjustments of $332$550 thousand.

Reworded

Net cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 was $31$42 thousand, compared to $5$37 thousand for the threesix months ended MarchJune 31,30, 2025. The increase was attributable to payments for patent licenses slightly offset by less purchases of property and equipment and payments for patent licenses during the current period.

Reworded

Net cash used in financing activities for the threesix months ended MarchJune 31,30, 2026 was $150 thousand, compared to no$200 outflowsthousand for the threesix months ended MarchJune 31,30, 2025. ThisThe increasedecrease was attributable to $150 thousandthe paydown on the principal balance of our related party note payable.in ReferFebruary to2026 Noteversus 7June – Related Party Transactions for further discussion.2025.

Reworded

Our failure to raise capital or enter into applicable arrangements when needed would have a negative impact on our financial condition. Additional debt financing may be expensive and require us to pledge all or a substantial portion of its assets. Further, if additional funds are obtained through arrangements with collaborative partners, these arrangements may require us to relinquish rights to some of our technologies, product candidatescandidates, or products that we would otherwise seek to develop and commercialize on our own. If sufficient capital is not available, we may be required to delay, reduce the scope of, or eliminate one or more of our product initiatives.

Reworded

Our management’s discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America and the rules and regulations of the Securities and Exchange Commission. The preparation of these condensed consolidated financial statements requires us to make judgments and estimates that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statement,statements, and the reported amounts of revenues, costs, and expenses during the reporting periods.

Reworded

Our estimates are based on our historical experience, known trends and events, and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities and amount of expense recognized that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We evaluate our estimates and assumptions on an ongoing basis. The effects of material revisions in estimates, if any, will be reflected in the condensed consolidated financial statements prospectively from the date of the change in estimates.

Reworded

There have been no material changes to our critical accounting policies and estimates during the threesix months ended MarchJune 31,30, 2026 from those disclosed in “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K.

Reworded

There have been no material changes to our contractual obligations and commitments outside the ordinary course of business during the threesix months ended MarchJune 31,30, 2026 from those disclosed in “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K.

ISCO insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 1 filing (1 insider, 1 trade date, 32,802 shares, about $10.5K). Net open-market shares: -32,802 (purchases minus sales); net value about -$10.5K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-09-11Maier Paul V
Director
Open-market sale 32,802$0.32 $10.5K0 SEC

Well-known investors holding ISCO (13F)

None of the 59 investors we track reported a position in their latest 13F.

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