UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 30, 2010
StemCells, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-19871
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94-3078125 |
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| (State or other jurisdiction
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(Commission
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(I.R.S. Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 3155 Porter Drive, Palo Alto, California
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94304 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 650.475.3100
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
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 June 29, 2010, the Company entered into a common stock purchase agreement with Seaside 88,
LP (“Seaside”) to sell up to 12,000,000 shares of the Company’s common stock, par value $0.01 per
share (the “Shares”), to Seaside. The Shares will be offered in two separate offerings. In the
first offering, which is expected to close on June 30, 2010 and will be subject to customary
closing conditions, the Company expects to sell 7,000,000 Shares at $0.8650 per Share.
In the second offering, which will occur at the Company’s option exercisable on approximately
September 22, 2010 and will be subject to customary closing conditions, the Company expects to sell
to Seaside an additional 5,000,000 Shares at a per Share price that will equal the lower of an
amount equal to (a) the volume weighted average of actual trading prices measured in hundredths of
cents of the Company’s common stock for the ten-day trading period immediately prior to September
22, 2010 as reported by Bloomberg Financial Markets, multiplied by 0.85 and (b) the volume weighted
average of actual trading prices measured in hundredths of cents of the Company’s common stock for
the trading day immediately prior to September 22, 2010 as reported by Bloomberg Financial Markets,
multiplied by 0.87.
The Company anticipates raising gross proceeds of approximately $6.1 million in the first
offering. The net offering proceeds to the Company from the sale of the Shares in the first
offering, after deducting placement fees payable to LifeTech Capital, a Division of Aurora Capital,
LLC, and other estimated offering expenses payable by the Company, are expected to be approximately
$5.7 million. Gross and net proceeds in the second offering will be determined based on the per
Share price to be calculated as described above.
In connection with the offerings, the Company is filing as exhibits to this Current Report on
Form 8-K the following documents:
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as Exhibit 1.1, the agreement between the Company and
LifeTech Capital, a Division of Aurora Capital, LLC, dated
June 14, 2010; |
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as Exhibits 5.1 and 23.1, the legal opinion and consent of
Ropes & Gray LLP relating to the Shares to be issued and
sold in the offerings; |
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as Exhibit 99.1, the Common Stock Purchase Agreement
between the Company and Seaside dated June 29, 2010; and |
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as Exhibit 99.2, the Press Release. |
The foregoing summary of the terms of the common stock purchase agreement is subject to, and
qualified in its entirety by, the common stock purchase agreement attached to this Current Report
on Form 8-K as Exhibit 99.1, which is incorporated herein by reference.
The Company’s press release announcing the offerings 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
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| Exhibit No. |
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Description |
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1.1
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Agreement between the Company and LifeTech Capital, a
Division of Aurora Capital, LLC, dated June 14, 2010. |