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SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
Pursuant to
Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 30, 2004
STEMCELLS, INC.
| 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
(650) 475-3100
| Item 7. Financial Statements, Pro Forma Financial Information And Exhibits. | ||||||||
| Item 12. Results of Operations and Financial Condition. | ||||||||
| 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 July 30, 2004. |
Item 12. Results of Operations and Financial Condition.
On July 30, 2004, StemCells, Inc. (the “Company”) issued a press release reporting the Company’s financial results for the second 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: July 30, 2004
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EXHIBIT 99.1 [STEMCELLS LOGO] StemCells, Inc. (Ticker: STEM, Exchange: NASDAQ) News Release -- July 30, 2004 STEMCELLS ANNOUNCES SECOND QUARTER 2004 FINANCIAL RESULTS PALO ALTO, Calif., July 30, 2004 - StemCells, Inc. (NASDAQ: STEM) today reported its financial results for the second quarter ended June 30, 2004. The Company reported a loss of $3,303,000, or $0.08 per share, for the second quarter ended June 30, 2004, compared to a loss before dividends and deemed dividends of $2,713,000, or $0.09 per share, for the second quarter ended June 30, 2003. For the second quarter in 2003, net loss applicable to common shareholders after dividends and deemed dividends to preferred shareholders was $3,928,000 or $0.13 per share. There were no dividends or 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 second quarter of 2004 and 2003 was $6,000 and $60,000 respectively. Revenue for 2004 and 2003 was primarily from grants and licensing agreements. Cash and cash equivalents were $26,022,000 at the end of June 30, 2004, compared with $6,534,000 at the end of June 30, 2003. The increase in net loss from 2003 to 2004 for the quarter reported was primarily attributable to the increase in expenditures required for various activities undertaken toward our planned IND (Investigational New Drug) filing and a revision to our accrued wind-down expenses associated with our former corporate headquarters in Rhode Island. As previously reported, the Company is targeting the filing of its first IND early next year, to evaluate the safety and efficacy of its proprietary human neural stem cells as a treatment for Batten disease, an always fatal neurodegenerative lysosomal storage disorder. Martin McGlynn, President and CEO commented, "The Company remains on track to file the IND in the first quarter of next year and equally important, as a result of our recent financing on June 17, 2004, we now have the necessary capital to initiate the trial once it is approved by the FDA." 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: StemCells, Inc. Martin McGlynn, President & CEO 650-475-3100, ext 108 -more-
STEMCELLS INC. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) Three months ended Six months ended -------------------------- -------------------------- June 30, June 30, -------------------------- -------------------------- 2004 2003 2004 2003 ---------- ---------- ---------- ---------- Revenue from grants and licensing agreements $6 $60 $99 $119 Operating Expenses Research and development 1,939 1,740 3,807 3,080 General & administrative 877 782 1,741 1,598 Wind-down expenses related to our former corporate headquarters 468 220 598 473 ---------- ---------- ---------- ---------- Total operating expenses 3,284 2,742 6,146 5,151 Loss from operations (3,278) (2,682) (6,047) (5,032) Other income (expense) (25) (30) (26) (90) ---------- ---------- ---------- ---------- Net loss (3,303) (2,712) (6,073) (5,122) Dividend to preferred shareholders 47 47 Deemed dividend 1,168 1,488 ---------- ---------- ---------- ---------- Net loss applicable to common shareholders ($3,303) ($3,927) ($6,073) ($6,657) Net loss per share applicable to common shareholders; basic and diluted ($0.08) ($0.13) ($0.14) ($0.23) Weighted average shares - basic and diluted 43,066,807 31,157,909 42,038,437 29,062,107 STEMCELLS INC. CONDENSED CONSOLIDATED BALANCE SHEETS JUNE 30, DECEMBER 31, 2004 2003 ----------- ------------ (IN THOUSANDS) (UNAUDITED) (a) Assets Current assets: Cash & cash equivalents 26,022 $13,082 Other current assets 215 325 ------- ------- Total current assets 26,237 13,407 Property, plant & equipment, net 3,215 3,611 Other assets, net 2,719 2,768 ------- ------- Total assets $32,171 $19,786 Liabilities and stockholders' equity Current liabilities $ 2,618 $ 2,522 Non-current liabilities 5,810 6,300 Stockholders' equity 23,743 10,964 ------- ------- Total liabilities and stockholders' equity $32,171 $19,786 ------- ------- (a) Derived from audited financial statements included in StemCells' annual report on form 10-K filed with the SEC.