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Item 8.01 Other Events.

On March 4, 2008, the Company announced it is no longer pursuing a possible acquisition of Progenitor Cell Therapy, LLC ("PCT"). The Company had announced on December 3, 2007 that it was exploring such an acquisition and that PCT had agreed to a period of exclusivity to allow for due diligence and negotiations. However, the parties were unable to reach agreement on mutually acceptable terms and conditions, and have terminated discussions.

The full text of the press release is attached hereto as Exhibit 99.1.





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.
          
March 4, 2008   By:   Kenneth B. Stratton
       
        Name: Kenneth B. Stratton
        Title: General Counsel

Exhibit Index


     
Exhibit No.   Description
 
99.1
  3/04/08 press release re PCT