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): October 28, 2009
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
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:
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as Exhibit 1.1, the Placement Agency Agreement; |
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as Exhibit 4.1, the Form of Warrant; |
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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; |
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as Exhibit 99.1, the Form of Subscription Agreement; and |
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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
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| Exhibit No. |
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Description |
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1.1
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Placement Agency Agreement dated as
of October 28, 2009, by
and between StemCells, Inc. and Chardan Capital Markets, LLC
as placement agent. |
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4.1
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Form of Warrant |