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STEMCELLS INC
Symbol U : STEM
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StemCells, Inc. Secures $30 Million Financing Commitment From Lincoln Park Capital

2013-06-04 09:00 ET - News Release

NEWARK, Calif., June 4, 2013 (GLOBE NEWSWIRE) -- StemCells, Inc. (Nasdaq:STEM), a leading stem cell company developing and commercializing novel cell-based therapeutics and tools for use in stem cell-based research and drug discovery, has entered into an agreement with Lincoln Park Capital Fund, LLC ("Lincoln Park"), an institutional investor based in Chicago, Illinois, under which the Company has the right to sell up to $30.0 million of common stock to Lincoln Park. Proceeds from any sales of stock will be used for general corporate purposes.

Under the terms of the agreement, Lincoln Park  will immediately purchase $3.0 million in shares of StemCells common stock at a purchase price of $1.823 per share, which was the average of the prior ten trading days' volume weighted average price. Furthermore, for a period of three years, the Company has the right, at its sole discretion, to sell additional amounts up to $27.0 million of common stock to Lincoln Park subject to certain limitations. 

The Company will control the timing of any future sales and the amount of shares to be sold. Lincoln Park has no right to require any sales and is obligated to purchase the common stock as directed by the Company, subject to certain limitations set forth in the purchase agreement. The agreement may be terminated by the Company at any time without any cost or penalty. No warrants will be issued in this transaction. All shares to be sold or issued to Lincoln Park under the purchase agreement are the subject of a prospectus supplement pursuant to the Company's effective shelf registration statement and base prospectus contained therein. 

About StemCells, Inc.

StemCells, Inc. is engaged in the research, development, and commercialization of cell-based therapeutics and tools for use in stem cell-based research and drug discovery. The Company's lead therapeutic product candidate, HuCNS-SC® cells (purified human neural stem cells), is currently in development as a potential treatment for a broad range of central nervous system disorders.  In a Phase I clinical trial in Pelizaeus-Merzbacher disease (PMD), a fatal myelination disorder in children, the Company has shown preliminary evidence of progressive and durable donor-derived myelination in all four patients transplanted with HuCNS-SC cells. The Company is conducting a Phase I/II clinical trial in chronic spinal cord injury in Switzerland and has reported positive interim data for the first three patients. The Company is also conducting a Phase I/II clinical trial in dry age-related macular degeneration (AMD), and is pursuing preclinical studies in Alzheimer's disease.  StemCells also markets stem cell research products, including media and reagents, under the SC Proven® brand. 

Apart from statements of historical fact, the text of this press release constitutes forward-looking statements within the meaning of the U.S. securities laws, and is subject to the safe harbors created therein. These statements include, but are not limited to, statements regarding the future business operations of StemCells, Inc. (the "Company") and the timing and prospects associated with the issuance of shares to LPC and the Company's ability to terminate the purchase agreement without any cost or penalty. These forward-looking statements speak only as of the date of this news release. The Company 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 such forward-looking statements due to risks and uncertainties to which the Company is subject, including uncertainties with respect to the fact that additional trials will be required to confirm the safety and demonstrate the efficacy of the Company's HuCNS-SC cells; uncertainties regarding the Company's ability to obtain the increased capital resources needed to continue its current and planned research and development operations, including such operations of the Company for non-therapeutic applications, and to conduct the research, preclinical development and clinical trials necessary for regulatory approvals; uncertainty as to whether HuCNS-SC cells and any products that may be generated in the future in the Company's cell-based programs will prove safe and clinically effective and not cause tumors or other adverse side effects; uncertainties regarding the validity and enforceability of the Company's patents; uncertainties as to whether the Company will become profitable; and other factors that are described under the heading "Risk Factors" disclosed in Part I, Item 1A in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 and in its subsequent reports on Form 10-Q and Form 8-K.

CONTACT: Rodney Young
         StemCells, Inc.
         Chief Financial Officer
         (510) 456-4128
         
         Ian Stone
         Russo Partners
         (619) 308-6541

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