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Stemcells, Inc. Form 8-K
Table of Contents

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): November 11, 2003

STEMCELLS, INC.

(Exact name of registrant as specified in its charter)
         
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)

 

TABLE OF CONTENTS

Item 5. OTHER EVENTS
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Table of Contents

Item 5. OTHER EVENTS

On November 11, 2003, StemCells, Inc. (the “Company”) reported that Riverview Group, LLC (“Riverview”) exercised its right to convert the remaining shares of the Company’s 3% Convertible Preferred stock held by Riverview. Riverview will receive 1,010,833 shares of the Company’s common stock upon conversion of these shares of the Company’s 3% Convertible Preferred Stock, including shares of common stock issued with respect to accrued and unpaid dividends.

In addition, on November 11, 2003 the Company reported that Riverview exercised a warrant to purchase shares of the Company’s common stock. This warrant entitles Riverview to purchase up to 1,898,000 shares of the Company’s common stock on the terms set forth in the warrant at a price of $1.50 per share. Riverview exercised the warrant with respect to 1,098,000 shares of common stock and the Company will receive an aggregate exercise price of $1,647,000. The warrant will remain exercisable for 800,000 shares of the Company’s common stock in accordance with the terms of the warrant.

A copy of the Company’s press release announcing the transactions described above is attached as Exhibit 99.1 to this Report and is incorporated in this Report by reference.

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Table of Contents

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: November 11, 2003        

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Table of Contents

EXHIBIT INDEX

                            99.1                   Press release issued by StemCells, Inc. on November 11, 2003.

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                                                                    Exhibit 99.1

[STEMCELLS, INC. LOGO]
StemCells, Inc. (Ticker: STEM, Exchange: NASDAQ)
News Release -- November 11, 2003

         STEMCELLS, INC. ANNOUNCES CONVERSION OF CONVERTIBLE PREFERRED
            STOCK AND RECEIPT OF $1.6 MILLION FROM WARRANT EXERCISE

Palo Alto, California, November 11, 2003 - StemCells, Inc. (NASDAQ: STEM) today
announced that The Riverview Group, LLC, has converted the $2 million face value
of 3% cumulative redeemable convertible preferred stock remaining from its $5
million purchase in December 2001, at the original conversion price of $2 per
share. Riverview received 1,000,000 shares of StemCells, Inc.'s common stock
plus 10,833 accumulated dividend shares in the redemption. Riverview also
exercised part of the warrant received in connection with its purchase of
4,000,000 shares of the Company's common stock in May of this year, acquiring
another 1,098,000 shares at $1.50 per share. The proceeds to the Company from
this warrant exercise totaled $1,647,000. The warrant is exercisable for an
additional 800,000 shares until April 8, 2005.

"I am very pleased that the preferred stock has now been converted in its
entirety," said Martin McGlynn, President and CEO of StemCells. "This relieves
the Company of the possibility that it might have been required to redeem the
stock for cash which, of course, we prefer to spend in our effort to get a stem
cell product into clinical trial." ABOUT STEMCELLS, INC.

StemCells, Inc is a biotechnology company focused on the discovery, development
and commercialization of stem cell-based therapies to treat diseases of, or
injury to, the nervous system, liver, and pancreas. The Company's stem cell
programs seek to repair or repopulate neural or other tissue that has been
damaged or lost as a result of disease or injury. Further information about the
Company is available on its web site, at www.stemcellsinc.com.

Statements in this press release other than statements of historical facts
constitute forward-looking statements regarding, among other things, the future
business operations of StemCells, Inc. ("the Company"). The forward-looking
statements speak only as of the date of this news release. StemCells does not
undertake to update any of these forward-looking statements to reflect events or
circumstances that occur after the date hereof. Such statements reflect
management's current views and are based on certain assumptions that may or may
not ultimately prove valid. The Company's actual results may vary materially
from those contemplated in the forward looking statements due to risks and
uncertainties to which the Company is subject, including the risk that Company
will not be successful in using the patented technologies to develop effective
treatments for human diseases; uncertainties regarding the Company's ability to
obtain the capital resources needed to conduct the research, preclinical
development and clinical trials necessary for regulatory approvals; the fact
that the Company's stem cell technology is at the pre-clinical state and has not
yet led to the development of any





proposed product; the uncertainty whether results comparable to those in the
company's preclinical work will be replicable in other animal models and be
obtainable in humans; the uncertainty whether any products that may be generated
in the future in the Company's stem cell programs will prove clinically
effective and not cause tumors or other side effects; the uncertainty whether
the Company will achieve revenues from product sales or become profitable; and
others that are described in Exhibit 99 to the Company's Annual Report on Form
10-K entitled "Cautionary Factors Relevant to Forward Looking Statements."


Corporate Contact:                          Media / Investor Relations Contact:
StemCells, Inc.                             The Investor Relations Group, Inc.
Martin McGlynn, President & CEO             Janet Vasquez /
Jane Lin 650-475-3100, ext 108              212-825-3210

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