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

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

Not Applicable
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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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 14, 2016, StemCells, Inc. ("StemCells" or the "Company") received two written notices from the Nasdaq Stock Market ("Nasdaq") indicating that the Company was no longer in compliance with two of Nasdaq’s continued listing requirements.

In the first notice, Nasdaq indicated that, because the closing bid price for the Company’s common stock had been below $1.00 per share for the previous 30 consecutive business days, the Company was not in compliance with the requirements for continued inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), StemCells has 180 calendar days, or until January 10, 2017, to regain compliance with this minimum bid price requirement. StemCells can regain compliance with the $1 minimum bid listing requirements of the Nasdaq Capital Market if the closing bid price of the Company’s common stock is $1.00 per share or higher for a minimum of ten consecutive business days during this initial 180-day compliance period. If compliance in not achieved by January 10, 2017, the Company expects that Nasdaq would provide written notification to StemCells that its securities are subject to delisting. StemCells will continue to monitor the closing bid price for its common stock and consider its available options to regain compliance with the Nasdaq minimum bid requirements, which may include applying for an extension of the compliance period or appealing to a Nasdaq Hearings Panel.

In the second notice, Nasdaq indicated that, because the Company’s Market Value of Listed Securities, as defined by Nasdaq ("MVLS") had been below $35 million for the previous 30 consecutive business days, the Company was not in compliance with the requirements for continued inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), StemCells has 180 calendar days, or until January 10, 2017, to regain compliance with this MVLS requirement. StemCells can regain compliance with the minimum MVLS requirement of the Nasdaq Capital Market if the Company’s MVLS closes at $35 million or more for a minimum of ten consecutive business days during this initial 180-day compliance period. If compliance in not achieved by January 10, 2017, the Company expects that Nasdaq would provide written notification to StemCells that its securities are subject to delisting. StemCells will continue to monitor it MVLS and consider its available options to regain compliance with the Nasdaq minimum MVLS requirements, which may include applying for an extension of the compliance period or appealing to a Nasdaq Hearings Panel.

The Company is continuing to assess its options to maintain the listing of its common stock in light of these two recent notifications by Nasdaq. The closing bid price for the Company’s common stock on July 19, 2016 was $0.372.

Apart from statements of historical fact, certain statements made in this report constitute forward-looking statements within the meaning of the U.S. securities laws, and are subject to the safe harbors created therein. These statements include, but are not limited to, statements regarding the Company’s intent or ability to regain compliance with the Nasdaq’s continued listing rules, the Company’s ability to appeal any decisions taken by Nasdaq, and the Company’s ability to continue to have its common stock listed on the Nasdaq Capital Market or on any securities exchange. These forward-looking statements speak only as of the date of this Form 8-K. 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 those described under the heading “Risk Factors” in Item 1A of Part I of the Company’s Annual Report on Form 10-K, for the year ended December 31, 2015, and in the Company’s subsequent reports on Form 10-Q and Form 8-K.

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.