Item 8.01. Other Events.
On November 18, 2008, StemCells, Inc. (the "Company") announced that, on November 17, 2008, the Company sold and issued to certain investors 13,793,104 shares of Common Stock and warrants to purchase up to 10,344,828 shares of Common Stock (the "Offering"). The terms of the Offering are described in the Company's Form 8-K filed on November 12, 2008.
In connection with the consummation of the Offering, the Company is hereby furnishing, as Exhibit 99.1 to this Current Report on Form 8-K, the section entitled "Risk Factors", as disclosed in the Company's Prospectus Supplement filed on November 12, 2008, for the purpose of updating the Company's disclosures under the Securities Exchange Act of 1934.
The Company's press release announcing the closing of the Offering is filed as Exhibit 99.2 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 99.1 Risk Factors 99.2 Press release of StemCells, Inc. dated November 18, 2008.

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