UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT
NO. 3)
STEMCELLS, INC.
(Name
of Issuer)
COMMON STOCK, $0.001
PAR VALUE
(Title
of Class of Securities)
85857R105
(CUSIP
Number)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(c)
*The
remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page.
The information
required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
(Continued
on following page(s)
Page 1 of
4 Pages
CUSIP
No. 85857R105 |
|
13G |
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Page
2 of 4 Pages |
1. NAMES
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alpha
Capital Anstalt
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐
(b) ☐
3. SEC USE
ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Liechtenstein
5. SOLE
VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 500,000 Common Stock
6. SHARED
VOTING POWER - None
7. SOLE
DISPOSITIVE POWER – 500,000 shares of Common Stock
8. SHARED
DISPOSITIVE POWER – None
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -
500,000 shares of Common Stock
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.727%
12. TYPE
OF REPORTING PERSON
CO
CUSIP
No. 85857R105 |
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13G |
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Page
3 of 4 Pages |
ITEM 1 (a) NAME OF ISSUER: Stemcells, Inc., a Delaware corporation
ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3155 Porter Drive, Palo Alto, CA 94304
ITEM 2 (a) NAME OF PERSON FILING: Alpha Capital Anstalt
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Pradafant 7, Furstentums 9490, Vaduz, Liechtenstein
ITEM 2 (c) CITIZENSHIP: Liechtenstein
ITEM 2 (d) TITLE OF CLASS OF SECURITIES: Common Stock, $0.001 par
value
ITEM 2 (e) CUSIP NUMBER: 85857R105
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B):
Not applicable
ITEM 4 OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: 500,000 Shares
of Common Stock
(b) PERCENT OF CLASS: .727%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON
HAS:
(i) SOLE POWER TO VOTE OR DIRECT THE VOTE
500,000 Shares
(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE
0 Shares
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF
500,000 Shares
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF
0 Shares
CUSIP
No. 85857R105 |
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13G |
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Page
4 of 4 Pages |
ITEM 5 OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS
Alpha
Capital Anstalt’s ownership is now under 5%.
ITEM 6 OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not
applicable
ITEM 7 IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not
applicable
ITEM 8 IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF A GROUP
Not
applicable
ITEM 9 NOTICE
OF DISSOLUTION OF GROUP
Not
applicable
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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February
5, 2015 |
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(Date) |
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/s/ Konrad Ackerman
|
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(Signature) |
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Konrad Ackerman, Director
|
|
(Name/Title) |
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