Exhibit 99.2

FORM OF NOTICE OF GUARANTEED DELIVERY

FOR

SUBSCRIPTION RIGHTS CERTIFICATES

ISSUED BY

STEMCELLS, INC.

Instructions for using this form

This form, or one substantially equivalent hereto, must be used to exercise the subscription rights (the “Subscription Rights”) pursuant to the rights offering (the “Rights Offering”) as described in the prospectus dated [            ], 2016 (the “Prospectus”) of StemCells, Inc., a Delaware corporation (“StemCells”), if a holder of Subscription Rights cannot deliver the certificate(s) evidencing the Subscription Rights (the “Subscription Rights Certificate(s)”), to the rights agent listed below (the “Rights Agent”) prior to 5:00 p.m., New York City time, on [            ], 2016, (as it may be extended, the “Expiration Time”). Such form must be delivered by hand or sent by telegram, first class mail or overnight courier to the Rights Agent, and must be received by the Rights Agent prior to the Expiration Time. See “The Rights Offering—Method of Exercising Rights” in the Prospectus.

Each whole Subscription Right allows the holder thereof to purchase [            ] share of common stock at a price of $[            ] per share for each whole share of StemCells common stock owned by such holder as of 5:00 p.m., New York City time, on [            ], 2016 (the “Record Date”). Each Subscription Right also entitles the holder to an over-subscription privilege subject to certain limitations and subject to allotment, to purchase a portion of the unsubscribed shares of StemCells common stock at the same subscription price of $[            ] per share.

Payment of the Subscription Price of $ [            ] per full share of common stock subscribed for upon exercise of such Subscription Rights must be received by the Rights Agent in the manner specified in the Prospectus prior to the Expiration Time even if the Subscription Rights Certificate(s) evidencing such Subscription Rights is (are) being delivered pursuant to the Guaranteed Delivery Procedures thereof. See “The Rights Offering—Method of Exercising Rights” in the Prospectus.

The address of the Rights Agent is as follows:

By hand or overnight courier:

Broadridge Corporate Issuer Solutions, Inc.

Attn: BCIS IWS

51 Mercedes Way

Edgewood, NY 11717

By mail:*

Broadridge Corporate Issuer Solutions, Inc.

Attn: Re-Organization Dept., P.O. Box 1317

Brentwood, NY 11717.

If you have any questions, require assistance regarding the method of exercising Subscription Rights or require additional copies of relevant documents, please contact the Rights Agent at (855) 793-5068.

Delivery of this instrument to an address other than as set forth above does not constitute a valid delivery.

Ladies and Gentlemen:

The undersigned hereby represents that the undersigned is the holder of one or more Subscription Rights Certificate(s) representing Subscription Right(s) and that such Subscription Rights Certificate(s) cannot be delivered to the Rights Agent prior to the Expiration Time. Upon the terms and subject to the conditions set forth in the Prospectus, receipt of which is hereby acknowledged, the undersigned hereby elects to (i) exercise the Subscription Rights to subscribe for share(s) of Common Stock with respect to each of the Subscription Rights represented by such Subscription Rights Certificate(s), subject to availability and allocation as described in the Prospectus, and (ii) exercise its over-subscription privilege for shares(s) of Common Stock with respect to each of the Subscription Rights represented by the Subscription Rights Certificate(s), subject to certain limitations and allotments (and acknowledging that such over-subscription privilege may only be exercised to the extent that the undersigned has fully exercised the Subscription Rights represented by the Subscription Rights Certificate(s)).

The undersigned understands that payment of the Subscription Price of $[            ] per full share of Common Stock subscribed for pursuant to the Subscription Rights (and the over-subscription privilege, if applicable) must be received by the Rights Agent prior to the Expiration Time, and represents that such payment, in the aggregate amount of $ either (check appropriate box):

or

Name of transferor institution:

Date of transfer:

Confirmation number (if available) :

Name of maker:

Check or money order number:

Bank on which check is drawn or issuer or money order:

GUARANTEE OF DELIVERY

(Not to Be Used for Subscription Rights Certificate Signature Guarantee)

The undersigned, a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, or a commercial bank or trust company having an office or correspondent in the United States, or a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program, pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, guarantees that the undersigned will deliver to the Rights Agent the certificates representing the Subscription Rights being exercised hereby, with any required signature guarantee and any other required documents, all within three (3) business days after the date hereof.

Dated:

The institution that completes this form must communicate the guarantee to the Rights Agent and must deliver the Subscription Rights Certificate(s) to the Rights Agent within the time period shown in this prospectus. Failure to do so could result in a financial loss to such institution.