StemCells, Inc. Annoucnes Proposed Public Offering of Common Stock and Warrants

StemCells, Inc. Annoucnes Proposed Public Offering of Common Stock and

NEWARK, Calif., Oct. 1, 2013 (GLOBE NEWSWIRE) -- StemCells, Inc. (Nasdaq:STEM)
today announced that it intends to offer and sell common stock and warrants,
subject to market and other conditions, in an underwritten public offering.
The shares and warrants are being offered under the Company's effective shelf
registration statement previously filed with the Securities and Exchange
Commission (SEC). StemCells intends to use the net proceeds of the offering
for general corporate purposes, including working capital and operational
purposes, including product development.

Chardan Capital Markets is acting as sole bookrunner for the offering and
Maxim Group LLC is acting as co-manager on the deal.

The securities will be offered by means of a prospectus supplement and
accompanying prospectus, forming a part of the effective registration
statement, a copy of which may be obtained, when available, at the website of
the SEC at Electronic copies of the preliminary prospectus
also may be obtained from Chardan Capital Markets, LLC Capital Markets, 17
State Street, Suite 1600, New York, NY 10004, at 646-465-9012.

This press release shall not constitute an offer to sell or the solicitation
of an offer to buy these securities, nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to the registration or qualification under the securities
laws of any such jurisdiction.

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 PhaseI 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.

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"); the Company's
intention and ability to complete the offering and the expected use of net
proceeds; the prospect for continued clinical development of the Company's
HuCNS-SC cells in CNS disorders; the timing of patient dosing and possible
outcomes of the Company's PhaseI/II clinical studies in spinal cord injury
and age-related macular degeneration (AMD).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 the fact
that additional trials will be required to demonstrate the safety and efficacy
of the Company's HuCNS-SC cells for the treatment of any disease or disorder;
uncertainty as to whether the FDA or other applicable regulatory agencies will
permit the Company to continue clinical testing in spinal cord injury or AMD
or in future clinical trials of proposed therapies for other diseases or
conditions; uncertainties regarding the ability of preclinical research,
including research in animal models, to accurately predict success or failure
in clinical trials; uncertainties regarding the Company's ability to recruit
the patients required to conduct its clinical trials or to obtain meaningful
results; uncertainties regarding the Company's ability to obtain the increased
capital resources needed to continue its current and planned research and
development operations; 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 Company's ability to
commercialize a therapeutic product and its ability to successfully compete
with other products on the market; and other factors that are described under
the heading "Risk Factors" 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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