Item 8.01 Other Events.

On November 3, 2008, StemCells, Inc. (the "Company") announced that, on November 2, 2008, the Company sold and issued to certain investors 10,000,000 shares of Common Stock and warrants to purchase up to an additional 4,000,000 shares of Common Stock (the "Offering"). The terms of the Offering are described in the Company's Form 8-K filed on October 28, 2009.

The Company's press release announcing the 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 of StemCells, Inc. dated November 3, 2009

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