Summary of STEMCELLS INC - Yahoo! Finance

Item 8.01. Other Events.
On July 18, 2008, the Securities and Exchange Commission (the "Commission") declared effective the Registration Statement on Form S-3 (File No. 333-151891) of StemCells, Inc. (the "Company") filed on June 24, 2008 with the Commission (the "Registration Statement"). The Registration Statement permits the Company to issue, in one or more offerings, shares of common stock, preferred stock, warrants or debt securities at an aggregate initial offering price not to exceed $100,000,000.
On October 28, 2009, the Company entered into a placement agency agreement with Chardan Capital Markets, LLC as the exclusive placement agent, relating to the sale and issuance by the Company to certain investors (the "Purchasers") of up to 10,000,000 shares of the Company's common stock, par value $0.01 per share ("Common Stock") and warrants ("Warrants") to purchase up to 4,000,000 shares of Common Stock, in the aggregate, pursuant to the terms of the placement agency agreement and the related subscription agreements. The Common Stock and Warrants will be sold in units (the "Units"), with each Unit consisting of (i) one share of the Company's Common Stock and (ii) a warrant to purchase 0.4 of a share of Common Stock, at a purchase price of $1.25 per Unit, pursuant to the Registration Statement (the "Offering"). The Warrants will generally be exercisable for a period of five years beginning six months after the date of issuance, and will carry a price per share equal to $1.50, or 106% of the closing price of the Common Stock on October 27, 2009 as reported by NASDAQ.
The Company anticipates raising gross proceeds of $12.5 million. The net offering proceeds to the Company from the sale of the Units, after deducting the placement agent fees and other estimated offering expenses payable by the Company, are expected to be approximately $11.9 million. The Offering is expected close on or about November 2, 2009, or on such later date as the Company and the Purchasers may agree, subject to customary closing conditions.
In connection with the Offering, the Company is filing as exhibits to this Current Report on Form 8-K the following documents:
Х as Exhibit 1.1, the Placement Agency Agreement;

Х as Exhibit 4.1, the Form of Warrant;

Х as Exhibits 5.1 and 23.1, the legal opinion and consent of Ropes & Gray LLP relating to the shares of Common Stock and the Warrants to purchase Common Stock to be issued and sold in the Offering;

Х as Exhibit 99.1, the Form of Subscription Agreement; and

Х as Exhibit 99.2, the Press Release.

The foregoing summary of the terms of the subscription agreement, the warrant and the placement agency agreement is subject to, and qualified in its entirety by, the form of subscription agreement, the form of warrant and the placement agency agreement, which are attached to this Current Report on Form 8-K as Exhibits 99.1, 4.1 and 1.1 respectively and are incorporated herein by reference.
The Company's press release announcing 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

1.1              Placement Agency Agreement dated as of October 28, 2009, by and
                 between StemCells, Inc. and Chardan Capital Markets, LLC as
                 placement agent.

4.1              Form of Warrant

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   Exhibit No.   Description
   5.1           Opinion of Ropes & Gray LLP.

   23.1          Consent of Ropes & Gray LLP (contained in Exhibit 5.1 above).

   99.1          Form of Subscription Agreement

   99.2          Press release of StemCells, Inc. dated October 28, 2009.

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