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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): May 4, 2004
| 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 7. Financial Statements, Pro Forma Financial Information And Exhibits. | ||||||||
| Item 12. Results of Operations and Financial Condition. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 99.1 | ||||||||
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Item 7. Financial Statements, Pro Forma Financial Information And Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits – The following exhibit is furnished as part of this Report.
| Exhibit Number |
Description |
|
99.1
|
Press Release dated May 4, 2004. |
Item 12. Results of Operations and Financial Condition.
On May 4, 2004, StemCells, Inc. (the “Company”) issued a press release reporting the Company’s financial results for the first quarter of fiscal year 2004 (the “Press Release”). The Press Release is being furnished as Exhibit 99.1 to this Report.
The information being furnished under this Item 12 shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities and Exchange Act of 1934, except as shall be expressly set forth by specific reference.
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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: May 4, 2004 |
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EXHIBIT 99.1 StemCells, Inc. (Ticker: STEM, Exchange: NASDAQ) News Release -- May 4, 2004 - -------------------------------------------------------------------------------- STEMCELLS ANNOUNCES FIRST QUARTER 2004 FINANCIAL RESULTS PALO ALTO, Calif., May 4, 2004 - StemCells, Inc. (NASDAQ: STEM) today reported its financial results for the first quarter ended March 31, 2004. The Company reported a loss of $2,770,000, or $0.07 per share, for the quarter ended March 31, 2004, compared to a loss before deemed dividends of $2,409,000, or $0.09 per share, for the quarter ended March 31, 2003. For the first quarter in 2003, net loss applicable to common shareholders after deemed dividends to preferred shareholders was $2,729,000 or $0.10 per share. There were no deemed dividends for the same period in 2004, as all of the Company's previously outstanding cumulative convertible preferred stock was converted to the Company's common stock prior to the end of 2003. Total revenue for the first quarter of 2004 and 2003 was $93,000 and $59,000 respectively. Revenue for 2004 and 2003 was primarily from grants and licensing agreements. Cash and cash equivalents were $10,346,000 at the end of March 31, 2004, compared with $1,549,000 at the end of March 31, 2003. The increase in net loss from 2003 to 2004 for the quarter reported was primarily attributable to the expenditures required for toxicology studies, supplies, personnel and other external services in preparation for submitting our first IND (Investigational New Drug filing) to the FDA, to evaluate the safety and efficacy of our human neural stem cells as a treatment for Batten disease. Martin McGlynn, President and CEO commented, "In our press release on 2003 results issued in early April, I discussed our projected goal of filing the Company's first IND in the first quarter of 2005 for the treatment of Batten disease, a rare but fatal neurodegenerative disease. I am pleased to report that we remain on track to achieve that goal. As our financial results for the first quarter of this year indicate, we are increasing expenditures on IND-enabling activities so that we may begin clinical testing of our human neural stem cells next year." 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 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. APART FROM STATEMENTS OF HISTORICAL FACTS, THE TEXT OF THIS PRESS RELEASE CONSTITUTES 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 UNCERTAINTIES REGARDING THE COMPANY'S ABILITY TO OBTAIN THE CAPITAL RESOURCES NEEDED TO CONTINUE ITS CURRENT RESEARCH AND
DEVELOPMENT OPERATIONS AND 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 STAGE AND HAS NOT YET LED TO THE DEVELOPMENT OF ANY PROPOSED PRODUCT; THE UNCERTAINTY WHETHER THE COMPANY WILL BE ABLE TO FILE AN IND IN THE TIME IT PROJECTS AND WHETHER THE FDA WILL PERMIT IT TO PROCEED TO CLINICAL TESTING; THE UNCERTAINTY WHETHER THE COMPANY WILL ACHIEVE REVENUES FROM PRODUCT SALES OR BECOME PROFITABLE; UNCERTAINTIES REGARDING THE COMPANY'S OBLIGATIONS IN REGARD TO ITS FORMER ENCAPSULATED CELL THERAPY FACILITIES IN RHODE ISLAND; AND OTHER FACTORS 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 Martin McGlynn, President & CEO Janet Vasquez / Jane Lin 650-475-3100, ext 108 212-825-3210 -more-
StemCells, Inc. - ------------------------------------------------------------------------------- Condensed Consolidated Statement of Operations (unaudited) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)