SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): December 9, 2003
| Delaware | 0-19871 | 94-3078125 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
3155 Porter Drive
Palo Alto, California 94304
(Address, of principal executive offices, including zip code)
(650) 475-3100
(Registrant’s Telephone number including area code)
| Item 5. Other Events | ||||||||
| Item 7. Financial Statements, Pro Forma Financial Information and Exhibits | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 99.1 | ||||||||
| EXHIBIT 99.2 | ||||||||
Item 5. Other Events
On December 9, 2003, the Company issued 5,000,000 shares of common stock pursuant to its previously filed shelf-registration statement on Form S-3 to one institutional investor in exchange for total consideration of $9.5 million, or $1.90 per share.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
| 99.1 | Form of Securities Purchase Agreement dated as of December 9, 2003 between StemCells, Inc. and The Riverview Group, LLC | ||
| 99.2 | Press Release dated December 10, 2003 |
-2-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STEMCELLS, INC. | ||||
| By: | /s/ Martin McGlynn | |||
| Martin McGlynn | ||||
| President and Chief Executive Officer | ||||
Date: December 10, 2003
EXHIBIT INDEX
| 99.1 | Form of Securities Purchase Agreement dated as of December 9, 2003 between StemCells, Inc. and The Riverview Group, LLC | ||
| 99.2 | Press Release dated December 10, 2003 |