UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-K/A


(AMENDMENT
NO. 1)




ý
            
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the fiscal year ended December 31, 2008


 ̈
            
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the transition period from _________ to _________


Commission
File No. 0-51891




INTERNATIONAL
STEM CELL CORPORATION


(Exact
name of registrant as specified in its charter)


Delaware
            
            20-4494098(State
      of other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      Number)2595
      Jason CourtOceanside,
      CA
            
            92056(Address
      of principal executive offices)
            
            (Zip
      Code)





Registrant’s
telephone number: (760) 940-6383




Securities
registered pursuant to section 12(b) of the Act:


Title
      of each class
            
            Name
      of each exchange on which registeredNone
            
            None





Securities
registered pursuant to section 12(g) of the Act:




Common
Stock, $0.001 par value per share


(Title of
class)











Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes  ̈ No ý




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes  ̈ No ý




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yes ý No ̈




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 204 of
Regulations S-K (§ 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Park III of their Form 10-K
or any amendment to this Form 10-K.


 ̈




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer  ̈
            Accelerated
      filer  ̈Non-accelerated
      filer  ̈ (Do
      not check if a smaller reporting company)
            Smaller
      reporting companyýIndicate
      by check mark whether the registrant is a shell company (as defined in
      Rule 12b-2 of the
      Act).                 Yes
       ̈ No
      ý





The
aggregate market value of the common stock of the registrant held by
non-affiliates of the registrant on June 30, 2008, the last business day of the
registrant’s most recently completed second fiscal quarter, was $ 8,245,431
based on the closing sales price of the registrant’s common stock on June 30,
2008 as reported on the OTC Bulletin Board, of $0.34 per share.




Number of
shares outstanding of each of the issuer’s classes of common equity, as of March
16, 2009:




Common
Stock: 38,410,675




DOCUMENTS
INCORPORATED BY REFERENCE




None with
respect to this amendment.  Information from the registrant’s
definitive Proxy Statement for its Annual Meeting of Stockholders in 2009 is
incorporated by reference into Part III of this Form 10-K.











EXPLANATORY
NOTE




International
Stem Cell Corporation (the “Company,” “we,” “us,” or “our”) is filing this
Amendment No. 1 on Form 10-K/A (this “Amendment”) to our Annual Report on Form
10-K for the fiscal year ended December 31, 2008 (the “Original Report”), as
filed with the Securities and Exchange Commission on March 30, 2009 (the
“Original Filing Date”), for the sole purpose of correcting the cover page of
the report and including disclosure regarding the Company’s executive officers,
which disclosure had been inadvertently excluded from the Original Report but
included in the Company’s Proxy Statement for its annual meeting of
stockholders.  As required by Rule 12b-15 under the Securities
Exchange Act of 1934, as amended, we are filing new certifications by the
Company’s Principal Executive Officer and Principal Financial Officer as
exhibits to this Form 10-K/A under Item 15.




Except
for the corrected cover page and as described below, this Amendment does not
modify or update other disclosures in the Original Report, including the nature
and character of such disclosures, to reflect events occurring after the filing
date of the Original Report. Accordingly, this Form 10-K/A should be read in
conjunction with our filings made with the Securities and Exchange
Commission.












PART
I




ADDITIONAL
ITEM                                           EXECUTIVE
OFFICERS OF THE REGISTRANT.




Our
executive officers are as follows:





Name
            Principal
      Occupation
            AgeKenneth
      C. Aldrich
            Chairman
      of the Board, CEO
            70Jeffrey
      D. Janus
            President
            52William
      B. Adams
            Chief
      Financial Officer and Secretary
            65Andrei
      Semetchkine
            Chief
      Business Officer
            50








Kenneth C. Aldrich, Chairman,
is a co-founder of International Stem Cell Corporation and has been active in
venture capital investing and private equity since 1975. Having previously
served as Chairman since 2001, Mr. Aldrich assumed the role of CEO in January
2008 upon the death of the incumbent CEO, Jeffrey Krstich.  He is also
a Managing Director of Convergent Ventures, an early-stage life sciences
investment company, and an active member of Tech Coast Angels. Through those
entities and predecessor companies, he has provided early-stage funding and
management for a variety of biomedical and technology start-ups. During the last
five years he has held the following positions: WaveTec Vision Systems, an
ophthalmic device company (Director and co-founder),  and Encode Bio,
a drug discovery tools company (Director).He is also director of Green Dot
Corporation, the world’s largest issuer of prepaid debit cards.  Mr.
Aldrich holds degrees, with honors, from both Harvard University and Harvard Law
School.




Jeffrey D. Janus, President,
has over eighteen years of experience creating profitable commercial cell based
businesses and building corporate value as a result. Over the past five years,
Mr. Janus was employed as President for PacGen Cellco which later became
Lifeline Cell Technology LLC of which he was a cofounder.  Mr. Janus
helped build Clonetics Corporation as a director of finance and marketing, to
become the leading provider of human cells and media products to both the
research and therapeutic markets, through its inception in 1989 and eventual
purchase by BioWhitaker and ultimately Cambrex Corporation. Mr. Janus has an MBA
from San Diego State University and a Bachelor’s degree in Biochemistry from the
University California, Davis.




William B. Adams, CPA, is a
co-founder of International Stem Cell Corporation and has served as CFO for the
past seven years.  He has 30 years of experience in the corporate
consulting and financing arenas. Mr. Adams has provided seed capital and
secondary and bridge financing to numerous start-up companies both individually
and as a manager of various private investment partnerships. He is an advisor to
Convergent Investors, LLC (also known as “CV-I”). Through investments prior to
the formation of Convergent Ventures, Mr. Adams is a co-founder of WaveTec
Vision Systems, an ophthalmic device company and Lifeline Cell Technology, LLC.
He served as President of Wm. Adams Accountancy Corporation and was a founder of
Dimensional Planning Group, a management consulting and financial planning
company. Previously, Mr. Adams was an accountant at Ernst & Ernst (now Ernst
& Young). Mr. Adams holds a B.S. in Accounting from California State
University, Long Beach and is on the alumni Board of Ernst & Young in Los
Angeles.  He is also on the board of the Los Angeles Counsel of Boy
Scouts of America.




Andrei Semetchkine, Chief
Business Officer, Professor, Ph.D., became our Chief Business Officer and a
director in December 2008 and is a specialist in system analysis, strategic
planning and corporate management, and is the author of several scientific
books. He is a member of Russian Academy of Sciences.  Professor
Semetchkine was awarded the RF Government Award in Science and Technology in
2006. Since 2004 he has been the Deputy Director of the Institute of System
Analysis of the Russian Academy of Sciences.  Professor Semetchkine
has over 20 years of experience in the creation and managing of holding business
structures in different industry and scientific sectors. He is the Chairman of
X-Master, Inc., a New Hampshire Corporation which holds real estate and other
assets and investments.












PART
IV




ITEM
15.                      EXHIBITS,
FINANCIAL STATEMENT SCHEDULES




ExhibitNumber
            Description31.1
            Rule
      13a-14(a)/15d-14a (a) Certification of Chief Executive
      Officer.31.2
            Rule
      13a-14(a)/15d-14a (a) Certification of Chief Financial
      Officer.32.1
            Section
      1350 Certification of Chief Executive Officer.32.2
            Section
      1350 Certification of Chief Financial
Officer.














SIGNATURES




In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




INTERNATIONAL
STEM CELL CORPORATION




By:
            /s/
      William B. AdamsName:
            William
      B. AdamsTitle:
            Chief
      Financial OfficerDated:
      June 9, 2009