Item 8.01. Other Events.
On July 18, 2008, the Securities and Exchange Commission declared effective the Registration Statement on Form S-3 of StemCells, Inc. (the "Company") (Registration No. 333-151891) (the "Registration Statement"). The Registration Statement permits the issuance, from time to time, by the Company of shares of the Company's common stock, preferred stock and debt securities up to a combined amount of $100,000,000.
A prospectus supplement dated June 8, 2009 to be filed with the Securities Exchange Commission contemplates the sale of up to $30,000,000 of shares of the Company's common stock, par value $0.01 per share from time to time in at-the-market offerings pursuant to a Sales Agreement (the "Agreement") with Cantor Fitzgerald & Co.
In order to furnish certain exhibits for incorporation by reference into the Registration Statement, the Company is filing the Agreement and an opinion the Company received from its counsel regarding the validity of the shares to be sold pursuant to the Agreement.
On June 8, 2009, the Company issued a press release announcing results from the Phase I clinical trial of its proprietary HuCNS-SCŪ product candidate (purified human neural stem cells). The full text of the Company's press release regarding the announcement 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 No. Description 1.1 Sales Agreement between StemCells, Inc. and Cantor Fitzgerald & Co. dated June 5, 2009. 5.1 Opinion of Ropes & Gray LLP. 99.1 Press release of StemCells, Inc. dated June 8, 2009.

---