Attached files
| file | filename |
|---|---|
| EX-5.1 - EX-5.1 - Microbot Medical Inc. | f57777exv5w1.htm |
| EX-1.1 - EX-1.1 - Microbot Medical Inc. | f57777exv1w1.htm |
| EX-99.1 - EX-99.1 - Microbot Medical Inc. | f57777exv99w1.htm |
| EX-99.2 - EX-99.2 - Microbot Medical Inc. | f57777exv99w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 7, 2011
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.) |
| 3155 Porter Drive, Palo Alto, California | 94304 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 650.475.3100
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
| Item 8.01. Other Events | ||||||||
| Item 9.01. Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| Exhibit Index | ||||||||
| EX-1.1 | ||||||||
| EX-5.1 | ||||||||
| EX-99.1 | ||||||||
| EX-99.2 | ||||||||
Table of Contents
Item 8.01. Other Events.
On November 16, 2010, the Securities and Exchange Commission (the “Commission”) declared
effective the Registration Statement on Form S-3 (File No. 333-170300) that StemCells, Inc. (the
“Company”) filed on November 3, 2010 with the Commission (the “Registration Statement”). The
Registration Statement permits the Company to issue, in one or more offerings, shares of common
stock, preferred stock, warrants, or debt securities at an aggregate initial offering price not to
exceed $100,000,000.
On January 7, 2011, the Company entered into a common stock purchase agreement (the “Purchase
Agreement”) with certain investors (the “Purchasers”) to sell up to 16,000,000 shares of the
Company’s common stock, par value $0.01 per share (the “Shares”), to the Purchasers. 10,000,000
Shares will be offered in an initial offering at a price of $1.00 per Share, which is expected to
close on January 7, 2011.
In addition, the Purchasers received a right to purchase, at their election, an additional
6,000,000 Shares in the aggregate at a price of $1.00 per Share at one or more subsequent closings,
which will take place no later than
the third trading day after
February 18, 2011, subject to certain conditions. Any such
election to purchase additional shares may be exercised no more than three times by each Purchaser,
in minimum increments of 600,000 Shares per purchaser and per exercise, by written notice from such
Purchaser to the Company.
The Company anticipates raising gross proceeds of $10 million in the initial offering. The net
offering proceeds to the Company from the sale of the Shares in the initial offering, after
deducting placement fees payable to Chardan Capital Markets, LLC, and other estimated offering
expenses payable by the Company, are expected to be approximately $9.4 million.
In connection with the offerings, the Company is filing as exhibits to this Current Report on
Form 8-K the following documents:
| • | as Exhibit 1.1, the agreement between the Company and Chardan Capital Markets, LLC, dated January 6, 2011; | ||
| • | as Exhibits 5.1 and 23.1, the legal opinion and consent of Ropes & Gray LLP relating to the Shares to be issued and sold in the offerings; | ||
| • | as Exhibit 99.1, the form of Common Stock Purchase Agreement between the Company and the Purchasers dated January 7, 2011; and | ||
| • | as Exhibit 99.2, the Press Release. |
The foregoing summary of the terms of the Purchase Agreement is subject to, and qualified in
its entirety by, the Purchase Agreement attached to this Current Report on Form 8-K as Exhibit
99.1, which is incorporated herein by reference.
The Company’s press release announcing the offerings is filed as Exhibit 99.2 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | ||
| No. | Description | |
1.1
|
Agreement between the Company and Chardan Capital Markets, LLC, dated January 6, 2011. | |
5.1
|
Opinion of Ropes & Gray LLP. |
Table of Contents
| Exhibit | ||
| No. | Description | |
23.1
|
Consent of Ropes & Gray LLP (contained in Exhibit 5.1 above). | |
99.1
|
Form of Common Stock Purchase Agreement between the Company and the Purchasers dated January 7, 2011. | |
99.2
|
Press Release of the Company dated January 7, 2011. |
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.
| January 7, 2011 | StemCells, Inc. |
|||
| /s/ Ken Stratton | ||||
| Name: | Ken Stratton | |||
| Title: | General Counsel | |||
Table of Contents
Exhibit Index
| Exhibit | ||
| Number | Description | |
1.1
|
Agreement between the Company and Chardan Capital Markets, LLC, dated January 6, 2011. | |
5.1
|
Opinion of Ropes & Gray LLP. | |
23.1
|
Consent of Ropes & Gray LLP (contained in Exhibit 5.1 above). | |
99.1
|
Form of Common Stock Purchase Agreement between the Company and the Purchasers dated January 7, 2011. | |
99.2
|
Press Release of the Company dated January 7, 2011. |