8-K

 

UNITED STATES
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): October 24, 2013

StemCells, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-19871	94-3078125
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
7707 Gateway Blvd, Suite 140, Newark, California		94560
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 510.456.4000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02 Termination of a Material Definitive Agreement.

On October 24, 2013, StemCells, Inc. (the "Company") entered into an agreement to acquire from NeuroSpheres Holdings Ltd. and NeuroSpheres Ltd. (jointly, "NeuroSpheres") a patent portfolio claiming the manufacture and proliferation of purified populations of human neural stem cells and their use (collectively, the "Weiss and Reynolds patents"). These patents include U.S. Patent Nos. 5,851,832, 6,497,872, 6,294,346, 7,101,709, 7,361,505, and 7,115,418, the six patents asserted by the Company in its patent infringement suit against Neuralstem, Inc. As consideration for the Weiss and Reynolds patents, the Company will issue 139,548 shares of unregistered common stock to NeuroSpheres Holdings Ltd. Previously, the Company and its wholly-owned subsidiary had licensed the Weiss and Reynolds patents from NeuroSpheres on an exclusive worldwide basis. In connection with the patent acquisition, the Company and NeuroSpheres voluntarily terminated, effective October 24, 2013, all preexisting agreements between them concerning the Weiss and Reynolds patents, including the parties’ license agreements dated April 1, 1997 and October 30, 2000. The acquisition relieves the Company from further milestone and royalty payments owed to NeuroSpheres.

On October 29, 2013, the Company issued a press release announcing the acquisition of the Weiss and Reynolds patents. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press Release, dated October 29, 2013, announcing the Company's acquisition of the Weiss and Reynolds patents from NeuroSpheres.

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.
October 29, 2013	By:	/s/ Kenneth Stratton
		Name: Kenneth Stratton
		Title: General Counsel

Exhibit Index

Exhibit No.	Description
99.1	Press release dated October 29, 2013

EX-99.1

STEMCELLS, INC. ACQUIRES SEMINAL NEURAL STEM CELL PATENT PORTFOLIO

NEWARK, Calif., (Oct. 29, 2013) – StemCells, Inc. (Nasdaq: STEM) today announced the acquisition of a portfolio of issued US and Canadian patents to which it had previously held an exclusive worldwide license. The portfolio broadly claims the manufacture and proliferation of purified populations of human neural stem cells and their use as therapeutics and as tools for drug discovery. The acquisition relieves the Company of all milestone and royalty obligations under the license agreements for products claimed by the patents, such as products derived from the Company’s proprietary HuCNS-SC® cells (purified human neural stem cells). The patents arose from the groundbreaking research of Samuel Weiss, Ph.D., and Brent Reynolds, Ph.D., while at the University of Calgary. As consideration for the portfolio, the Company will issue 139,548 shares of common stock to NeuroSpheres Holdings Ltd., an intellectual property holding company affiliated with the University of Calgary.

“These Weiss and Reynolds patents have been recognized time and time again as the seminal intellectual property pertaining to purified populations of human neural stem cells,” said Martin McGlynn, President and Chief Executive Officer of StemCells, Inc. “The potential value of these patents continues to grow in light of the encouraging data emerging from the clinical trials of our HuCNS-SC cells, and acquiring them outright on these terms was in the best interests of our stockholders.

“Moreover, we have sued a competitor, Neuralstem, Inc., for patent infringement under six of these patents. In the litigation, four of the six patents were submitted by Neuralstem for reexamination by the U.S. Patent and Trademark Office. All four survived reexamination and we look forward to having the opportunity to prove our case of infringement against Neuralstem in court.”

Key claims of the acquired patents include, among other things, cultures of neural stem cells derived from any source, including embryonic, fetal, juvenile, or adult tissue; compositions of matter, again regardless of the source of the cells and regardless of whether the cells were grown in either suspension or adherent culture or derived from induced pluripotent stem (iPS) cell technologies. One of the acquired patents, U.S. Pat. No. 7,166,277, has a term extending to 2024 and claims the use of human neural stem cells to remyelinate endogenous host cells, such as to treat spinal cord injury.

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 proprietary HuCNS-SC® cells (purified human neural stem cells) are 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, Canada and the United States, 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) in the United States. In addition, the Company is pursuing preclinical studies in Alzheimer’s disease, with support from the California Institute for Regenerative Medicine (CIRM).   StemCells also markets stem cell research products, including media and reagents, under the SC Proven® brand. Further information about StemCells is available at http://www.stemcellsinc.com.

Apart from statements of historical fact, the text of this press release constitutes forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and is subject to the safe harbors created therein. These statements include, but are not limited to, statements regarding the prospect of enforcing the Company’s intellectual property against infringers, the potential breadth and length of patent protection in the United States or in any other geography; the company’s litigation prospects and potential recovery against Neuralstem; and the likelihood that any of the Company’s intellectual property will be found to be valid and enforceable. 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 for the treatment of any disease or disorder; risks whether the FDA or other applicable regulatory agencies will permit the Company to continue clinical testing or conduct future clinical trials; uncertainties regarding the Company’s ability to obtain the increased capital resources needed to continue its current and planned research and development operations and to continue its ongoing litigation against Neuralstem; uncertainties regarding the validity and enforceability of the Company’s patents; litigation uncertainties; 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