Current Report Filing (8-k)
July 22 2014 - 6:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported):
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July 18, 2014
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StemCells, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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000-19871
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94-3078125
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(State or other jurisdiction
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_____________
(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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7707 Gateway Blvd, Suite 140, Newark, California
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94560
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
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510.456.4000
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Not Applicable
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Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On July 18, 2014, StemCells, Inc. (the "Company") announced the initial closing of a common stock and short term warrants offering (the "Offering") and the sale of 11,299,435 registered shares of the Company's Common Stock to two investors. The terms of the Offering are described in the Company's Form 8-K filed on July 15, 2014.
The Company's press release announcing the initial closing of the Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Press Release dated July 18, 2014 announcing the closing of a $20 million offering
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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StemCells, Inc.
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July 21, 2014
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By:
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/s/ Kenneth Stratton
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Name: Kenneth Stratton
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Title: General Counsel
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Press release dated July 18, 2014
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StemCells, Inc. Announces Closing of $20 Million Offering
NEWARK, CA, July 18, 2014 (GLOBE NEWSWIRE) StemCells, Inc. (Nasdaq:STEM), today announced
that it has closed its previously announced offering of common stock and short term warrants. The
Company sold a total of 11,299,435 units to two well recognized institutional biotechnology
investors and received total proceeds, net of offering expenses and placement agent fees, of
approximately $18.7 million. Each unit consists of one share of common stock and a warrant to
purchase 0.85 of a share of common stock at a price of $1.77 per unit. The warrants will first be
exercisable six months from the date of issuance at an initial exercise price of $2.17 per share.
The warrants will expire at the close of business on August 17, 2015.
Two sophisticated investors approached us to provide $20 million of capital based upon the
strength of our interim clinical data, and our ongoing translation agenda, said Greg Schiffman,
chief financial officer of StemCells, Inc. Moreover, this transaction was structured with a short
term warrant which provides the investors with the potential to provide approximately $20 million
in additional capital next year. The proceeds from this financing, combined with the funds from the
warrants, should they be exercised, would provide sufficient capital to finance our projected 2015
operating expenditures, by which time we expect to have final data from our Phase I/II clinical
programs in spinal cord injury and dry age related macular degeneration and should have initiated
controlled proof of concept Phase II clinical programs in both of these indications.
Ascendiant Capital Markets, LLC acted as financial advisor and placement agent for the offering.
About StemCells, Inc.
StemCells, Inc. is engaged in the research, development, and commercialization of cell-based
therapeutics and tools for use in stem cell-based research and drug discovery. The Companys lead
therapeutic product candidate, HuCNS-SC® cells (purified human neural stem cells), is
currently in development as a potential treatment for a broad range of central nervous system
disorders. In a Phase I clinical trial in Pelizaeus-Merzbacher disease (PMD), a fatal myelination
disorder in children, the Company has shown preliminary evidence of progressive and durable
donor-derived myelination in all four patients transplanted with HuCNS-SC cells. The Company
conducted a Phase I/II clinical trial in chronic spinal cord injury in Switzerland, Canada and the
United States, and has reported positive interim data for the first eight patients. The Company is
also conducting a Phase I/II clinical trial in dry age-related macular degeneration (AMD) in the
United States. In addition, the Company is pursuing preclinical studies in Alzheimers disease,
with support from the California Institute for Regenerative Medicine (CIRM). StemCells also
markets stem cell research products, including media and reagents, under the SC Proven®
brand. Further information about StemCells is available at http://www.stemcellsinc.com.
Apart from statements of historical fact, the text of this press release constitutes
forward-looking statements within the meaning of the U.S. securities laws, and is subject to the
safe harbors created therein. These statements include, but are not limited to, statements
regarding the future business operations of StemCells, Inc. (the Company); the Companys expected
use of net proceeds; the sufficiency of the proceeds from the offering together with proceeds from
the exercise of the warrants, if any, to fund 2015 operating expenditures; and the prospect for
continued clinical development of the Companys HuCNS-SC cells in CNS disorders including the
prospect of initiating Phase II clinical studies in dry age related macular degeneration and spinal
cord injury. These forward-looking statements speak only as of the date of this news release. The
Company does not undertake to update any of these forward-looking statements to reflect events or
circumstances that occur after the date hereof. Such statements reflect managements current views
and are based on certain assumptions that may or may not ultimately prove valid. The Companys
actual results may vary materially from those contemplated in such forward-looking statements due
to risks and uncertainties to which the Company is subject, , including the fact that additional
trials will be required to demonstrate the safety and efficacy of the Companys HuCNS-SC cells for
the treatment of any disease or disorder; uncertainty as to whether the FDA or other applicable
regulatory agencies or review boards will permit the Company to continue clinical testing in AMD or
spinal cord injury; uncertainties regarding the timing and duration of any clinical trials;
uncertainties regarding the Companys ability to recruit the patients required to conduct its
clinical trials or to obtain meaningful results; uncertainties regarding the Companys ability to
obtain the increased capital resources needed to continue its current and planned research and
development operations; uncertainties regarding the Companys manufacturing capabilities given its
increasing preclinical and clinical commitments; uncertainty as to whether HuCNS-SC cells and any
products that may be generated in the future in the Companys cell-based programs will prove safe
and clinically effective and not cause tumors or other adverse side effects; uncertainties
regarding the Companys ability to commercialize a therapeutic product and its ability to
successfully compete with other products on the market; and other factors that are described under
the heading Risk Factors in the Companys Annual Report on Form 10-K for the year ended December
31, 2013, and in its subsequent reports on Form 10-Q and Form 8-K.
CONTACT: Greg Schiffman
StemCells, Inc.
Chief Financial Officer
(510) 456-4128
Andrea Flynn
Russo Partners
(646) 942-5631
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