Unlocking the Value of Science ™ StemCells Inc. (STEM) UPDATE REPORT November 17, 2014 Rating Target Neutral $2.00 Analyst Stephen M. Dunn Sr. Managing Director Research [email protected] (954) 240-9968 Symbol: STEM Market: Nasdaq 7707 Gateway Blvd. Newark, CA 94560 (510) 456-4000 www.StemCellsInc.com CEO – Martin McGlynn CFO – Greg Schiffman Maintaining Neutral - Long Phase II Data Horizon Live Investor & KOL Webcast Thursday Phase II Trial Started for Cervical Spinal Cord Injury Phase II Trial Starting Soon for Dry AMD NOTE: StemCells, Inc. will host a live investor and analyst webcast on Thursday, November 20, at 12:00pm EST (9:00am PST). The live webcast is at: http://www.media-server.com/m/p/m8h3mw5w Initiated Controlled Phase II Trial for Cervical Spinal Cord Injury: StemCells Inc. initiated a controlled Phase II trial (“the Pathway Study”) of their HuCNS-SC in cervical spinal cord injury patients. The trial will enroll patients with cervical spinal cord injuries in the C5 to C7 region (representing the majority of cervical spinal cord injuries). The patients will be randomized to either a HuCNS-SC treatment arm or a non-treatment arm with blinded outcome assessment in approximately 12 centers in North America. It is expected to complete enrollment within one year with endpoints measured at one year post-transplantation. (see Human Trials of HuCNS-SC® for Chronic Spinal Cord Injury) Initiating Controlled Phase II in Dry AMD in Q4/Q1: StemCells Inc. stated they expect to initiate a controlled Phase II efficacy proof-of-concept study by year-end 2014 (or possibly Q1) and complete enrollment in approximately one year. Trial design details have not yet been disclosed. Investors should note that 85% of all AMD patients currently have the Dry form and 100% of patients with the more serious Wet form progressed from the initial Dry form. The dry form can also cause vision loss without turning into the wet form. (see Human Clinical Trial of HuCNS-SC for Dry AMD) Patent Infringement Suit Against Neuralstem Scheduled for December: StemCells Inc. ongoing patent infringement lawsuit against Neuralstem (NYSE MKT:CUR) has now completed (continued on next page…) Market Data Share Data Most Recent Quarter Price $1.23 Outstanding 68.7M Revenue $0.3M 52-Week $1.02-$2.43 Cash/Share $0.47 Net Income ($2.8M) Market Cap 84.5M Book/Share $0.23 EPS ($0.04) Avg. Daily Vol. 914,812 Price/Book 5.3x Cash $32.2M % Short 5.6% Debt/Share $0.23 Debt $16.0M Financial Results and Projections FYE Dec. 31 2012 2013 2014E 2015E 2016E Revenue $1.4M $1.2M $1.1M $0.5M $0.5M ($28.5M) ($26.4M) ($31.9M) Net Income ($35.3M) ($39.4M) EPS ($0.99) ($0.61) ($0.52) ($0.42) ($0.43) Please see last two pages for important disclosures and analyst certification StemCells Inc. (STEM) Page 1 of 35 www.LifeTechCapital.com November 17, 2014 Patent Infringement Suit Against Neuralstem Scheduled for December: StemCells Inc. ongoing patent infringement lawsuit against Neuralstem (NYSE MKT:CUR) has now completed the discovery phase and the first phase of the bench trial is expected to commence in December 2014. Investors should note that there are no claims of patent infringement against StemCells, Inc. by Neuralstem. (see Intellectual Property) Licenses and Exits SC Proven Business: On November 10, 2014, StemCells Inc. granted certain licenses and sold certain assets to Takara Bio Inc. so that it could sell the “SC Proven” research tools on a worldwide and exclusive basis beginning January 1, 2015. StemCells Inc. will receive $800,000 and anticipates winding down the Stem Cell Sciences businesses after disposing of remaining inventory and complete tech transfer to Takara Bio. Maintaining Neutral: While we remain enthusiastic about StemCells Inc.’s science and clinical prospects, we note the stock price will now be facing headwinds during our next 12-18 month forecast period. Based on our estimated events and milestone timelines, we do not foresee significant upward news catalysts during our forecast period. We also believe that the company will be required to raise additional funds before results from their controlled Phase II trials become available. We further note the company has had difficulty maintaining the stock price over $2.00 during the past 3 years as capital requirements have created constant pressure on the stock due to dilution. Finally, we believe investor sentiment for the company’s shares has turned cautious due to these factors and we expect it to remain so until the controlled Phase II data is announced. Our Neutral rating and 12-18 month target price of $2.00 is based on 35x estimated 2020 EPS discounted 50% for cumulative risks. Company Description Newark, California-based StemCells Inc. is engaged in the discovery and development of non-embryonic stem cell-based therapeutics to treat damage or degeneration of major organ systems. Development has primarily been directed at identifying, isolating, culturing, and purifying human neural stem cells (HuCNS-SC®) and developing them as potential cell-based therapeutics for the central nervous system (CNS). StemCells Inc. is currently in human clinical development for several indications such as Chronic Spinal Cord Injury and Dry Age-Related Macular Degeneration (AMD). StemCells Inc. is also collaborating on Alzheimer’s disease and is currently conducting pre-clinical work with UC Irvine. Commercially, StemCells Inc. develops and markets over two dozen products to the stem cell research community through their SC Proven® brand of tools & technologies. Finally, the company has completed early-stage trials in Pelizaeus-Merzbacher Disease (PMD), a myelination disorder in the brain and is currently seeking a development partner for that indication. Q4 2009 Q4 2010 Q1 2011 Estimated Development Timeline (Subject to Significant Changes) Human Central Nervous System Stem Cells (HuCNS-SC) PelizaeusSpinal Cord Retinal Merzbacher (Thoracic & Cervical) (Dry AMD) (Myelin) Initiate Phase I File IND (Swiss) Initiate Phase I/II Complete (Thoracic) Enrollment Q2 2011 Phase I 6 Month Results Q3 2011 Q4 2011 Alzheimer’s Collaboration Signed Dr. LaFerla / UC Irvine Awarded CIRM Planning Grant Complete Enrollment for Cohort I AIS-A (Thoracic) StemCells Inc. (STEM) Page 2 of 35 www.LifeTechCapital.com IND Approval Q1 2012 Q2 2012 Q3 2012 Interim Cohort I AIS-A Results (Thoracic) Initiate Enrollment for Cohort II AISA & -B patients (Thoracic) Presentation at ISCS Conf. Q1 2013 Phase I 12Month Results $20M CIRM Disease Award Publication Final Cohort I AIS-A Results (Thoracic) Phase I 24Month Results Q3 2013 Complete Enrollment for Cohort II AIS-A & B patients (Thoracic) Initiate Enrollment for Cohort III AIS-A, B & C patients (Thoracic) FDA Phase II Design Discussions Complete Enrollment for Cohort I (200K cells) Q1 2014 Complete Enrollment for Cohort III AIS-A, B & C patients (Thoracic) Q2 2014 Discussions with CIRM Accept $19.3M CIRM Disease Award Q2 2013 Q4 2013 Apply for CIRM Disease Award Initiate Phase I/II Initiate Enrollment Q4 2012 November 17, 2014 Interim Results for Cohort II at ASIA May 17 Interim Results for Cohort II at NNS June 29-July 2 Interim Cohort I Results at ISSCR Complete Enrollment for Cohort II (1M cells) Begin Seeking Development Partner IND-Enabling Pre-Clinical Development Q3 2014 Q4 2014 Initiate Phase II (Cervical) Final Results for Cohort II (Thoracic) Final Results Cohort I (200K cells) Initiate Phase II Q1 2015 Q2 2015 Q3 2015 Q4 2015 H1 2016 Final Results for Cohort III (Thoracic) Interim Results Phase II Cohort I Dosing (Cervical) Complete Phase II Enrollment (Cervical) Interim Results Phase II Cohort II Randomized StemCells Inc. (STEM) Final Results Cohort II (1M cells) Interim Results Phase II Complete Phase II Enrollment File IND for Alzheimer’s Page 3 of 35 www.LifeTechCapital.com H2 2016 (Cervical) Results Phase II (Cervical) November 17, 2014 Disease Results Phase II Source: StemCells Inc. and LifeTech Capital estimates Stem Cells What are Stem Cells? Stem cells are unique in that they can divide and replicate for long periods and can be induced to differentiate into specific cell types such as neuronal, liver, retinal, bone, pancreatic and others. This allows living organism to maintain and repair damaged tissue. There are two types of stems cells, embryonic and non-embryonic or adult stem cells. Embryonic stem cells are derived from embryos that develop from eggs fertilized in vitro. While these stem cells are the most versatile and can theoretically differentiate into any type of cell the body requires (pluripotent), the process has resulted in moral and political objections. There are also some concerns about safety issues, such as potential tumor genesis. Non-embryonic and adult stem cells have limited differentiation abilities compared to embryonic stem cells. They can differentiate into cell subtypes belonging to the same organ or tissue from which they were derived and their replication abilities make them extremely useful for regenerating and repairing damage in their specific organ or tissue of origin. What Type of Stem Cells Does StemCells Inc. Use? StemCells Inc. uses non-embryonic stem cells which are derived from specific tissue such as the brain and liver. The brain or liver cells are marked with specific monoclonal antibodies (MAb) and the stem cells are extracted and purified (for instance, only 2.3% of the cells in the brain are neuronal stem cells). The cells are then cultured and expanded to increase their number until the desired volume is reached. StemCells Inc. Manufacturing Process - Overview Specifically, StemCells Inc. is focused on Human Central Nervous System Stem Cells (HuCNS-SC) and Human Liver Engrafting Cells (hLEC). Preclinical Work Source: StemCells Inc. StemCells Inc. has performed enough preclinical work on HuCNS-SC for the FDA to allow their use in human clinical trials. Some of the preclinical work included the characterization, migration, engraftment and differentiation of the cells. StemCells Inc. also performed animal testing for efficacy, safety and toxicity (including tumor genesis). Commercialization testing was performed for stability, sterility and consistency. Preclinical work is continuing on hLEC. HuCNS-SC® (Human Central Nervous System Stem Cells) HuCNS-SC are created by finding and separating the NeuroSphere-Initiating Cells (NS-IC) (using CD133+/CD24-/lo expression) which can then differentiate into Neuroblast (neurons) and Gliablast (astrocytes & oligodendrocytes) cells. HuCNS-SC grown as NS-ICs have shown a normal karyotype (chromosomal characteristics), do not form tumors in-vivo and retain multipotent progenitor capabilities. StemCells Inc. (STEM) Page 4 of 35 www.LifeTechCapital.com November 17, 2014 How Do HuCNS-SC Differentiate Into the Proper Cell Type? When HuCNS-SC are implanted, they take biochemical cues from the mature cells surrounding it. For example, HuCNSSC implanted into the olfactory bulb will differentiate into neurons while HuCNS-SC implanted into a blood vessel will differentiate into astrocytes. StemCells Inc. has done extensive work on the proliferation, migration & differentiation characteristics of HuCNS-SC in preclinical testing. StemCells Inc. HuCNS-CS® Source: StemCells Inc. Chronic Spinal Cord Injury Background & Development Program Human Trials of HuCNS-SC® for Chronic Spinal Cord Injury (SPI) UPDATE: Controlled Phase II with Cervical SPI Begins: On October 7, 2014 StemCells Inc.initiated a Phase II trial (the Pathway Study) for cervical spinal cord injury patients, which represents approximately 60% of all traumatic spinal cord injuries. CLINICAL TRIAL DESIGN Trial Design: The “Pathway Study” trial will enroll up to 50 patients with cervical spinal cord injuries in the C5 to C7 region (this region represents the majority of cervical spinal cord injuries). The patients will be randomized to either a HuCNS-SC treatment arm or a non-treatment arm with blinded outcome assessment in approximately 12 centers in North America. It is expected to complete enrollment within one year with the endpoints measured one year posttransplantation. Final data in all patients is currently expected in May 2017 however interim data analysis may be possible during the trial. Details of the trial design can be found at: http://www.clinicaltrials.gov/ct2/show/NCT02163876 Level of injury C2 - C3 C4 Possible impairment Rehabilitation potential Usually fatal as a result of inability to breathe Quadriplegia and breathing difficulty Totally dependent for all care Dependent for all cares; usually needs a ventilator May be able to feed self-using assistive devices; usually can breathe without a ventilator, but may need other types of respiratory support May be able to propel a wheelchair inside on smooth surfaces; may be able to help feed, groom, and dress self; dependent on C-5 Quadriplegia with some shoulder and elbow function C6 Quadriplegia with shoulder, elbow, and some wrist function StemCells Inc. (STEM) Page 5 of 35 www.LifeTechCapital.com C7 Quadriplegia with shoulder, elbow, wrist, and some hand function C8 Quadriplegia with normal arm function; hand weakness November 17, 2014 others for transfers May be able to propel a wheelchair outside, transfer self, and drive a car with special adaptions; may be able to help with bowel and bladder programs May be able to propel a wheelchair outside, transfer self, and drive a car with special adaptions; may be able to help with bowel and bladder programs Source: Johns Hopkins Medicine Title # of Patients Trial Design Ages Treatment Arm Control Arm Endpoints Inclusion Exclusion Centers Investigators PHASE II HUMAN CLINICAL TRIAL PROTOCOL (PATHWAY STUDY) A Single-Blind, Randomized, Parallel Arm, Phase II Proof-of-Concept Study of the Safety and Efficacy of Human Central Nervous System Stem Cells (HuCNS-SC) Transplantation in Cervical Spinal Cord Injury 50 Male and Female Interventional, Randomized, Safety/Efficacy Study, Parallel, Single Blind 18 to 60 Years Intramedullary transplantation of HuCNS-SC cells in the cervical spine No Intervention: Non-Surgery Primary: Change from baseline in ISNCSCI upper extremity motor scores one year after transplant Secondary: Serious and non-serious adverse events one year after transplant. Laboratory tests, neurological examination, ISNCSCI motor and sensory scores, pain and allodynia assessment, AIS grade, physical examination and modified Ashworth scale Traumatic cervical spinal cord injury (cSCI) with C5-C7 motor levels according to the International Standards for Neurological Classification of Spinal Cord Injury (ISNCSCI) as determined by the Investigator. American Spinal Injury Association Impairment Scale (AIS) Grades A, B or C Minimum of 12 weeks post-injury prior to Screening History of penetrating SCI MRI evidence of complete spinal cord interruption Evidence of spinal instability, stenosis and/or persistent cord compression related to the initial trauma Prior participation in another investigational study within 90 days prior to Screening Previous organ, tissue, bone marrow transplantation, or gene transfer History of malignancy (except non-melanoma skin cancers) that require(d) radiation and/or chemotherapy University of Miami Miller School of Medicine Allan D. Levi - University of Miami Miller School of Medicine Stephen Huhn, MD StemCells, Inc. – Study Director Source: ClinicalTrials.gov NCT02163876 COMPLETED -Phase I/II Trial in Thoracic Spinal Cord Injury On April 17, 2014, StemCells Inc. stated that all 12 required patients have been transplanted in the Thoracic spinal cord injury trial. This is the first clinical trial evaluating stem cell transplantation in spinal cord injury to successfully complete enrollment. The company expects final results from this trial to be released mid-2015. 4 Out Of 8 Patients Show Improvement: On May 17, 2014, Dr Armin Curt presented updated interim results on 5 additional patients including the less-severe AIS-B patients. Of particular note is that the significant gains in sensory function previously seen in 2 out of 3 patients in the 1st cohort were also seen in 2 additional patients in the 2nd cohort. The presentation was at the American Spinal Injury Association meeting in San Antonio, Texas. Investors should note that 4 out of 8 patients with 6 to 12 month follow up have experienced segmental sensory improvement, which would normally be unexpected in these patients making these results very significant. Details at: http://www.stemcellsinc.com/Presentations/ASIA_FINAL.pdf StemCells Inc. (STEM) Page 6 of 35 www.LifeTechCapital.com AIS-A Patient Sensory Gains November 17, 2014 AIS-B Patient Sensory Gains Source: StemCells Inc. & LifeTech Capital These results in thoracic spinal cord injury support the planned StemCells Inc. controlled clinical trial in patients with cervical spinal cord injury. COHORT I AIS-A RESULTS (FIRST 3 PATIENTS): On February 12, 2013, StemCells Inc. announced the final 12-month data from the 1st patient cohort in the Phase I/II clinical trial of their HuCNS-SC® (purified human neural stem cells) for thoracic chronic spinal cord injury. The results showed that the gains in sensory function observed in 2 of the 3 patients at 6 months persisted for the 12 month period. Of particular note is that 1 patient improved from being classified as a complete injury (AIS-A) to being reclassified as an incomplete injury (AIS-B). The third patient remains stable and the HuCNS-SC® continued to demonstrate a favorable safety profile. Best Patient Progress Through 12 Months (Red=No Sensation Green=Functional Yellow=Gains in Sensory Function) Source: StemCells Inc. On September 4, 2012, StemCells Inc. announced interim 6-month data from the 1st patient cohort in the Phase I/II clinical trial of their HuCNS-SC® (purified human neural stem cells) for thoracic chronic spinal cord injury. 2 out of the 3 patients showed considerable gains in sensory function and the third patient remains stable. The trial represents the first time that neural stem cells have been transplanted as a potential therapeutic agent for spinal cord injury. The data was presented by Armin Curt, M.D., Professor and Chairman of the Spinal Cord Injury Center at Balgrist University Hospital, StemCells Inc. (STEM) Page 7 of 35 www.LifeTechCapital.com November 17, 2014 University of Zurich and principal investigator for the clinical trial, at the 51st Annual Scientific Meeting of the International Spinal Cord Society in London. Dr. Curt stated “The gains in sensation have evolved in a progressive pattern below the level of injury and are unanticipated in spinal cord injury patients with this severity of injury, suggesting that the neural stem cells are having a beneficial clinical effect. Sensory function of all these patients was stable before transplantation, so the reappearance of sensation is rather unexpected." It is believed that this is the first time a significant sensory improvement has been reported in patients with complete spinal cord injury following stem cell transplantation. The first cohort consisted of 3 patients classified as AIS-A having complete injury to the thoracic (chest-level) spinal cord. These patients have what is considered to be a "complete" injury, or no movement or feeling below the level of the injury. All 3 patients were transplanted 4 to 9 months after injury with a dose of 20 million cells at the site of injury. Changes in sensitivity to touch, heat and electrical stimuli were observed in well-defined and consistent areas below the level of injury in 2 of the patients, while no changes were observed in the third patient. Importantly, tests of perception of different sensory stimuli as well as measures of electrical impulse transmission across the site of injury correlate with the clinical examination, providing independent and objective confirmation of the changes in sensory function. The surgery, immunosuppression and the cell transplants have been well tolerated by all the patients. There were no abnormal clinical, electrophysiological or radiological responses to the cells, and all the patients were neurologically stable through the first 6 months following transplantation. AIS A Cohort - 6 Month Analysis Shows Unanticipated Results Normal Distribution of Patient Improvement 2 of 3 HuCNS-SC® Implanted Patients (T2-T9 injury 120 to 300 days post-injury) Show Improvement Beyond Norm Source: J Zariffa et al “Characterization of neurological recovery following traumatic sensorimotor complete thoracic spinal cord injury” Spinal Cord 49, 463–471: 2011 Subject Age / Sex Injury 1 23 / Male Motor Vehicle StemCells Inc. (STEM) Source: Curt A., Huhn S. et al “Phase I/II Clinical Trial of HuCNS-SC® Cells in Chronic Spinal Cord Injury- Analysis and Summary of 6 Month Interim Data” September 4, 2012 Injury Date 4/23/11 Level Transplant Date T8 9/21/11 Page 8 of 35 www.LifeTechCapital.com 2 3 53 / Male 45 / Male Poly-Trauma Bicycle 2/19/11 8/13/11 November 17, 2014 T9 T4 11/9/11 12/14/11 CLINICAL TRIAL DESIGN Trial Design: The trial will enroll 12 patients with thoracic (chest-level) spinal cord injury (neurological injury level of T2-T11), and will include both complete and incomplete injuries as classified by the American Spinal Injury Association (AIS) Impairment Scale. All patients will receive HuCNS-SC cells through direct transplantation into the spinal cord, and will be temporarily immunosuppressed. Following transplantation, the patients will be evaluated regularly over a 12month period in order to monitor and evaluate the safety and tolerability of the HuCNS-SC cells, the surgery and the immunosuppression, and to measure any recovery of neurological function below the injury site. StemCell Inc. will follow the long-term effects in a separate four-year observational study at the conclusion of this trial. The first cohort includes 3 patients classified as AIS-A. These patients have what is considered to be a "complete" injury, or no movement or feeling below the level of the injury. The 12-month data was presented February 12, 2013 and the 24-month data was presented August 2, 2013. The second cohort will progress to 4 patients classified as AIS- A or AIS-B (patients with some degree of feeling below the injury The third cohort will consist of 5 patients classified as AIS-A, AIS-B or AIS-C (patients with some degree of movement below the injury). Endpoints: In addition to assessing safety, the trial will evaluate preliminary efficacy using defined clinical endpoints, such as changes in sensation, motor, and bowel/bladder function. Additional background can be found at http://clinicaltrials.gov/ct2/show/NCT01321333 Title # of Patients Trial Design Ages Treatment Endpoints Inclusion Exclusion Centers PHASE I/II HUMAN CLINICAL TRIAL PROTOCOL A Phase I/II Study of the Safety and Preliminary Efficacy of Intramedullary Spinal Cord Transplantation of Human Central Nervous System (CNS) Stem Cells (HuCNS-SC®) in Subjects With Thoracic (T2T11) Spinal Cord Trauma 12 (Male and Female) Open Label, Non-Randomized, Safety/Efficacy Study, Single Group Assignment 18 to 60 Years Single dose intramedullary transplantation of HuCNS-SC cells in the thoracic spinal cord Study subjects will receive immunosuppression for nine months following transplantation Primary: Types and frequencies of adverse and serious adverse events one year after transplant Secondary: Patients will be enrolled in a separate 4 year long-term follow-up study T2-T11 thoracic spinal cord injury based on American Spinal Injury Association (AIS) level determination by the principal investigator (PI) T2-T11 thoracic spinal cord injury as assessed by magnetic resonance imaging (MRI) and/or computerized tomography (CT) AIS Impairment Scale (AIS) Grade A, B, or C Minimum of six weeks post injury for the initiation of screening Must have evidence of preserved conus function Must be at stable stage of medical recovery after injury History of traumatic brain injury without recovery Penetrating spinal cord injury Evidence of spinal instability or persistent spinal stenosis and/or compression related to initial trauma Previous organ, tissue or bone marrow transplantation Previous participation in any gene transfer or cell transplant trial Current or prior malignancy University Hospital Balgrist- Uniklinik Balgrist, Forschstrasse 340 Zurich, Switzerland, 8008 StemCells Inc. (STEM) Page 9 of 35 www.LifeTechCapital.com November 17, 2014 Foothills Medical Center, Alberta, Canada Toronto Western Hospital, Toronto, Canada Armin Curt, MD University Hospital Balgrist Investigators Steve Casha, MD Foothills Medical Center, Alberta, Canada Michael Fehlings, MD Toronto Western Hospital, Toronto, Canada Source: ClinicalTrials.gov NCT01321333 Pre-Clinical Results for HuCNS-SC® for Spinal Cord Injury On August 18, 2010 StemCells Inc. announced publication of new preclinical data for their proprietary HuCNS-SC® human neural stem cells in restoring lost motor function in mice with chronic spinal cord injury. This was the first published study showing human neural stem cells can restore mobility when administered after acute phase of trauma, suggesting the prospect of treating a much broader population of injured patients than previously demonstrated. With approximately 1,250,000 patients suffering chronic spinal cord injury in the U.S., effective treatment in the chronic stages would be a significant achievement. The paper is titled "Human Neural Stem Cells Differentiate and Promote Locomotor Recovery in an Early Chronic Spinal Cord Injury NOD-scid Mouse Mode" Methods and Findings: hCNS-SCns were transplanted into immunodeficient NOD-scid mice 30 days post spinal cord contusion injury. hCNS-SCns transplanted mice demonstrated significantly improved locomotor recovery compared to vehicle controls using open field locomotor testing and CatWalk gait analysis. Transplanted hCNS-SCns exhibited longterm engraftment, migration, limited proliferation, and differentiation predominantly to oligodendrocytes and neurons. Astrocytic differentiation was rare and mice did not exhibit mechanical allodynia. Furthermore, differentiated hCNS-SCns integrated with the host as demonstrated by co-localization of human cytoplasm with discrete staining for the paranodal marker contactin-associated protein. Conclusion: The results suggest that hCNS-SCns are capable of surviving, differentiating, and promoting improved locomotor recovery when transplanted into an early chronic injury microenvironment. These data suggest that hCNSSCns transplantation has efficacy in an early chronic SCI setting and thus expands the “window of opportunity” for intervention. The paper may be accessed at: http://dx.plos.org/10.1371/journal.pone.0012272 StemCells Inc. (STEM) Page 10 of 35 www.LifeTechCapital.com November 17, 2014 StemCells Inc. huCNS-SC Promote Improved Locomotor Recovery on Multiple Tests (A) BMS locomotor performance is significantly improved in hCNS-SCns treated animals compared to vehicle controls (repeated measures ANOVA (p≤0.0022). A Bonferroni/Dunn post-hoc analysis at week 16 revealed a significant difference between hCNS-SCns and vehicle control (p≤0.02). There were no significant differences between hFbs and either hCNS-SCns or vehicle. (B) Recovery of coordination was significantly increased in hCNS-SCns treated animals compared to vehicle controls using chi square analysis for observed frequency (p≤0.047, Fisher's Exact Test). No statistically significant differences were found comparing hFbs with vehicle or hCNS-SCns transplanted animals. Error bars are not plotted as these bars represent the absolute percentage of animals reaching criteria. (C) CatWalk gait analysis showed that hCNS-SCns treated animals exhibited significantly increased swing speed compared to vehicle treated animals (p≤0.04, ANOVA, Fisher's PLSD). (D) von Frey analysis of mechanical allodynia showed no significant differences between any of the groups (p>0.05 ANOVA). Source: Salazar DL, Uchida N, Hamers FPT, Cummings BJ, Anderson AJ, 2010 “Human Neural Stem Cells Differentiate and Promote Locomotor Recovery in an Early Chronic Spinal coRd Injury NOD-scid Mouse Model” PLoS ONE 5(8): e12272. doi:10.1371/journal.pone.0012272 In previous preclinical testing, HuCNS-SC were implanted in mice with spinal contusions at the T-9 vertebrae. Hind-limb motor recovery was observed 16-18 weeks post-implantation with markers for Oligodendrocyte, Neuronal and Astrocyte cells of 64.1%, 26.4% and 2.9% respectively. It is believed that remyelation (oligodendrocytes) and/or synapse repair (neuronal) may be the mechanism of action. HuCNS-SC Restores Motor Function Implanted 30 Days After Injury Elimination of HuCNS-SC Causes Loss of Motor Function Source: StemCells Inc. Source: StemCells Inc. StemCells Inc. (STEM) Page 11 of 35 www.LifeTechCapital.com November 17, 2014 Dry Age-Related Macular Degeneration (Dry AMD) Background & Development Dry Age-Related Macular Degeneration (Dry AMD) Age-Related Macular Degeneration (AMD) is a medical condition that causes distortion in the central field of vision, typically in older adults. AMD occurs in two forms; “Dry” and “Wet”, both of Diagram of the Eye which affect the area of the Retina called the Macula, which is responsible for central vision and seeing fine detail. Dry AMD is caused by atrophy (called geographic atrophy or GA) of the retinal pigment epithelial layer (RPE) of the eye. AMD begins in Ruysch’s complex, which consists of the retinal pigment epithelium, Bruch’s membrane, and the choroid. When the RPE becomes dysfunctional, cellular waste accumulates between the RPE layer and Bruch’s membrane in the form of small, yellow deposits called drusen. The drusen damage the surrounding cells. Loss of photoreceptor cells (rods and cones) in the macula causes loss of central vision and difficulty seeing detail.1 There are currently no medical or surgical treatments available for the Dry form of AMD. Source: U.S. NIH National Eye Institute Dry AMD has three stages; early, intermediate and advanced: Early AMD: People with early AMD have either small drusen or a few medium-sized drusen. At this stage, patients may not have any symptoms or vision loss. Intermediate AMD: People with this stage of AMD have either many medium-sized drusen or one or more large drusen. It is still possible for patients to show no symptoms at this stage. Some people see a blurred spot in the center of their vision. They often need more light to read and to do other tasks. Advanced AMD: In addition to drusen, people with advanced dry AMD have a breakdown of light-sensitive cells supporting tissue in the macula. This breakdown can cause a blurred spot in the center of vision (geographic atrophy). The disease can progress from this point and the blurred spot can get bigger and darker, taking away a larger area of straight-ahead vision.2 Advanced AMD also includes the “wet” or neovascular form of AMD where abnormal blood vessels behind the retina start to grow under the macula. Macula: Normal & Dry AMD More than 8 million Americans have some form and stage of AMD making it the #1 cause of vision loss among Americans 60 yrs and older.3,4 Investors should note that 85% of all AMD patients currently have the Dry form and 100% of patients with the more serious Wet form progressed from the initial Dry form. Currently there are treatment options for the Wet version of the disease such as anti-angiogenic drugs and photo-dynamic therapy (PDT). There are currently no FDA-approved treatment options for the larger patient population of Dry AMD. The U.S. NIH National Eye Institute's Age-Related Eye Disease Study5 (AREDS) found that taking a specific high-dose formulation of antioxidants and zinc can reduced the risk of developing advanced age-related macular degeneration (AMD) by about 25% but did not find that the formulation provided a benefit to those with early stage AMD. They are currently conducting an additional study called AREDS2.6 Source: Ophthotech Corporation StemCells Inc. (STEM) The U.S. Centers for Disease Control (CDC) estimate that 1.8M Americans have AMD and another 7.3M are at substantial risk for vision loss from AMD making it the #1 cause of vision loss among Americans 60 years and older. Investors should note that 85% of all AMD patients currently have the Dry form and Page 12 of 35 www.LifeTechCapital.com November 17, 2014 100% of patients with the more serious Wet form progressed from the initial Dry form. The Dry form can also cause vision loss without turning into the Wet form. RESEARCH REFERENCES 1 Overview of Age-Related Macular Degeneration (AMD). Rep. Navigate: Genetech's Advancement of Technician Education in Ophthalmology, 2010. http://www.retina.org/retina/pdf/Overview-of-AMD.pdf 2 Age-Related Macular Degeneration: What You Should Know. Rep. U.S. Department of Health and Human Ssevice- National Institutes of Health- National Eye Institute, 2009. http://www.nei.nih.gov/health/maculardegen/nei_wysk_amd.PDF 3 National Institutes of Health, National Eye Institute. Facts about age-related macular degeneration. http://www.nei.nih.gov/health/maculardegen/armd_facts.asp 4 Jager RD, Mieler WF, Miller JW. Age-related macular degeneration. N Engl J Med. 2008;358:2606-2617. http://www.nejm.org/doi/full/10.1056/NEJMra0801537 5 Age-Related Eye Disease Study (AREDS) U.S. NIH National Eye Institute http://www.nei.nih.gov/amd/summary.asp 6 Age-Related Eye Disease Study 2 (AREDS2) U.S. NIH National Eye Institute http://clinicaltrials.gov/ct2/show/NCT00345176 Human Clinical Trial of HuCNS-SC® for Dry AMD UPDATE: StemCells Inc. stated they expect to initiate a controlled Phase II efficacy proof-of-concept study by year-end 2014 (possibly Q1) and complete enrollment in 2015. Positive Interim Results Presented: The first interim data from 7 of the 8 patients in the 1st cohort (20/400 vision, 4 patients receiving 200,000 cells and 4 patient receiving 1 million cells) was presented at the Annual Meeting of the International Society for Stem Cell Research in Vancouver on June 18th. The interim results showed a reduction in geographic atrophy (GA) of 65% in the treated eye when compared to the expected natural history of the disease as well as a 70% reduction in the rate of GA versus the control eye. Contrast sensitivity was improved in 4 of the 7 patients and remained stable in the remaining 3 patients. (see Phase I/II Positive Interim Results) Enrollment Completed (15 out of 16 planned patients): Based on the successful interim results, on June 20, 214, StemCells Inc. announced they closed enrollment in the Phase I/II Dry AMD trial with the 1st cohort of 8 patients (20/400 vision, 4 patients receiving 200,000 cells and 4 patient receiving 1 million cells) and 7 patients of 2nd cohort of 20/200 to 20/100 vision receiving 1 million cells. Final results are expected to be released mid-2015. Phase I/II Positive Interim Results The Phase I/II was an open-label dose-escalating trial in 16 patients (enrollment completed at 15 patients on June 20, 2014) treating their worst eye with a single injection into the space beneath the retina and results evaluated at predetermined intervals over a one-year period to assess safety and signs of visual benefit. Final results are expected to be released mid-2015. Patients will be followed for an additional four years in a separate observational study. On June 19, 2014, StemCells Inc. discussed their positive interim data in 7 of the 8 patients from the 1st cohort for the Phase I/II trial of their HuCNS-SC® human neural stem cell platform in dry age-related macular degeneration (Dry AMD) presented at the International Society for Stem Cell Research (ISSCR) conference. The interim results showed a reduction in GA (geographic atrophy is the progressive loss of photoreceptors and the retinal pigmented epithelium leading to vision loss in dry AMD) of 65% in the treated eye when compared to the expected natural history of the disease as well as a 70% reduction in the rate of GA versus the control eye. In addition, contrast sensitivity (the ability to distinguish shades of light versus dark) was improved in 4 of the 7 patients and remained stable in the remaining 3 patients. These results are even more impressive considering it was only a single treatment in patients with severe vision impairment (best-corrected visual acuity (BCVA) of less than or equal to 20/400). In addition, the 12 month data was for patients receiving the low-cell dose of 200,000 but the high-cell dose of 1,000,000 had just 6 months of data which may not have been enough time for the stem cells to fully engraft, migrate and impact function. We look forward to the 12 month data for these patients. StemCells Inc. (STEM) Page 13 of 35 www.LifeTechCapital.com November 17, 2014 We further note that Roche’s (OTCQX: RHHBY) monoclonal antibody lampalizumab completed a controlled Phase II trial in Dry AMD patients receiving injections either monthly or every 2 month over 18 months showing a reduction in GA progression of 21% overall, 44% in the subgroup of Compliment Factor I patients and 54% in patients with less severe 20/50 - 20/100 eyesight. By any measure, StemCells Inc.’s HuCNS-SC showed better results with a 65%-70% reduction in GA progression after a single treatment in patients with more severe ≤ 20/400 vision impairment. Our impression is that even with early data in significantly vision-impaired patients it appears that HuCNS-SC is disease modifying based on the improvements in geographic atrophy and contrast sensitivity. Title # of Patients Ages Trial Design Treatment PHASE I/II HUMAN CLINICAL TRIAL PROTOCOL Phase I/II Study of the Safety and Preliminary Efficacy of Human Central Nervous System Stem Cells (HuCNS-SC) Subretinal Transplantation in Subjects With Geographic Atrophy of Age-Related Macular Degeneration 16 (Male and Female) 50 Years and over Open Label, Non-Randomized, Safety/Efficacy Study, Single Group Assignment, Sequential Cohorts Cohort I: 4 patients with best-corrected visual acuity (BCVA) of less than or equal to 20/400 in both eyes will undergo transplant with 200,000 cells followed by 4 patients who will undergo transplant with 1 million cells Cohort II: 8 Patients with BCVA of 20/200 to 20/100 who will undergo transplant with 1 million cells. HuCNS-SC cells transplantation directly into the subretinal space of one eye (Study eye) in a single transplant procedure Study subjects will receive oral immunosuppression for three months following transplantation Primary: Types and frequencies of adverse and serious adverse events 1 year after transplant Endpoints Secondary: Assessment of visual function changes from baseline 1 year after transplant (BCVA by the EETDRS acuity test, fluorescein angiography and fundus photography, spectral domain ocular coherence tomography (OCT), microperimetry, multifocal electroretinography, contrast sensitivity, and a standardized questionnaire of visual function) Patients will be enrolled in a separate 4 year long-term follow-up study Diagnosis of age-related macular degeneration with geographic atrophy (GA) Inclusion Only patients with a specific degree and extent of GA will be eligible No prior or current choroidal neovascularization in either eye Prior vitreal or retinal surgery Glaucoma Atrophic macular disease of any other cause Diabetic retinopathy or diabetic macular edema in either eye Exclusion Previous organ, tissue or bone marrow transplantation Previous participation in a gene transfer or a cell transplant trial Autoimmune disease Allergy to tacrolimus, MMF, scopolamine, Moxifloxacin, or Gatifloxacin Current or prior malignancy (or is on chemotherapy) Retina Foundation of the Southwest, Dallas, TX 75231 The Byers Eye Institute at Stanford, Stanford Hospital & Clinics, Palo Alto, CA 94303 New York Eye and Ear Infirmary, NY 10003 Centers Retina-Vitreaous Associates Medical Group, Los Angeles, CA 90211 Retina Foundation of the Southwest, Dallas, TX 75231 David Birch, PhD Retina Foundation of the Southwest Investigators Theodore Leng, MD, FACS, Stanford University School of Medicine Richard Rosen, M.D. New York Eye and Ear Infirmary StemCells Inc. (STEM) Page 14 of 35 www.LifeTechCapital.com November 17, 2014 Thomas Chu, MD, PhD , Retina-Vitreaous Associates Medical Group David Birch, PhD, Retina Foundation of the Southwest Source: ClinicalTrials.gov NCT01632527 Additional background can be found at http://www.clinicaltrials.gov/ct2/show/NCT01632527 Pre-Clinical Results for HuCNS-SC® for Retinal Degeneration Published Pre-Clinical Results On September 18,2 013, StemCells Inc. announced the publication of preclinical data that confirms their HuCNS-SC® (purified human neural stem cells) can restore ocular function normally performed by RPE (Retinal Pigmented Epithelial) cells via phagocytosis of photoreceptor outer segments with preservation of specialized synaptic contacts between photoreceptors and second order neurons. This data supports HuCNS-SC implantation and functional rescue in retinal degeneration and StemCells Inc. ongoing human clinical trial (now enrolling 1,000,000 cell high-dose patients) for Dry Age-Related Macular Degeneration (Dry AMD). The paper was published in the September 17th issue of Investigative Ophthalmology and Visual Science, the journal of the Association for Research in Vision and Ophthalmology (ARVO) with the lead author Nicolas Cuenca, PhD, Professor in the Department of Physiology, Genetics and Microbiology at the University of Alicante, Spain. The paper is available at: http://www.iovs.org/content/early/recent HuCNS-SC Engraft in the Subretinal Space of RCS rats and Preserve Photoreceptors Light microscopy of toluidine blue stained semi-thin retina sections across the HuCNS-SC graft area (A,C) and in control areas of the same eyes but distal from graft site (B,D) at two time points: P60 (A,B) and P90 (C,D). A uniform layer of human cells stained with the human specific marker STEM121 were detected on top of OS in the temporal area of the retina, where they were injected (A,C; arrows), at both time points. The ONL adjacent to the HuCNS-SC graft is well preserved, with multiple rows of photoreceptor nuclei. The panel on the right (B,D) shows cross sections of the same retinas but in the area distal to the HuCNS-SC graft. In this region, the ONL is much StemCells Inc. (STEM) Page 15 of 35 www.LifeTechCapital.com November 17, 2014 thinner and many photoreceptors have pyknotic nuclei. DZ: debris zone; OS: outer segments; IS: inner segments; ONL: Outer nuclear layer; OPL: Outer plexiform layer; INL: inner nuclear layer; IPL: inner plexiform layer; GCL: ganglion cell layer. Scale bar: 20 μm. Source: Cuenca, N. et al, “Phagocytosis of photoreceptor outer segments by transplanted human neural stem cells as a neuroprotective mechanism in retinal degeneration” Invest. Ophthalmol. Vis. Sci. September 17, 2013 IOVS-13-12860 On January 30, 2012, StemCells Inc. announced the publication of preclinical results for their HuCNS-SC® demonstrating protection of photoreceptors and preservation of vision in an animal model. Investors should note that these results are relevant to human vision loss. The paper titled “Transplantation of human central nervous system stem cells – neuroprotection in retinal degeneration” was the cover article for the February issue of the European Journal of Neuroscience but is available online at (charges apply): http://onlinelibrary.wiley.com/doi/10.1111/j.14609568.2011.07970.x/abstract The researchers, led by Raymond Lund, Ph.D., Professor Emeritus of Ophthalmology, and Trevor McGill, Ph.D., Research Assistant Professor at the Casey Eye Institute, Oregon Health and Science University, summarized their findings as follows: HuCNS-SC® prevent retinal disease progression as reflected by functional and anatomical measures and did not elicit adverse effects in the host RCS rat retina. A single HuCNS-SC® transplant preserves rod and cone photoreceptors and provides long-term functional benefit strongly supports human testing in patients suffering from vision loss due to photoreceptor degeneration. HuCNS-SC® transplantation prevented the typical retinal pathology that normally occurs in the RCS retina over time, including deformity of the inner retinal layers and ganglion cell loss. Given the efficacy findings and lack of adverse events in the RCS rat in combination with the results from ongoing clinical investigations, HuCNS-SC® appear to be a well-suited candidate for cell therapy in retinal degenerative conditions. HuCNS-SC® CONE PRESERVATION AT 240 DAYS Source: McGill T., et al, “Transplantation of human central nervous system stem cells – neuroprotection in retinal degeneration”, European Journal of Neuroscience, pp. 1–10, 2012 doi:10.1111/j.1460-9568.2011.07970.x StemCells Inc. (STEM) Page 16 of 35 www.LifeTechCapital.com November 17, 2014 HuCNS-SC® INCREASE OF RETINAL COVERAGE AT 120 DAYS Source: McGill T., et al, “Transplantation of human central nervous system stem cells – neuroprotection in retinal degeneration”, European Journal of Neuroscience, pp. 1–10, 2012 doi:10.1111/j.1460-9568.2011.07970.x Photoreceptor deterioration occurs in diseases such as Age-Related Macular Degeneration (AMD) and Retinitis Pigmentosa (RP) and is the major cause of blindness in the developed countries. So far, there is no approved cure. Preclinical studies using HuCNS-SC implanted into the sub-retinal space of the eye showed that HuCNS-SC can rescue vision when injected into the sub-retinal space of rodent model for human retinal degeneration. In November 2008, Dr. Raymond Lund, a researcher and professor at the Casey Eye Institute at Oregon Health & Science University (OHSU) and his research team presented successful 180 day preclinical results at the Foundation Fighting Blindness in San Francisco. In May 2009, Dr. Trevor McGill presented confirmatory follow-up data at 250 days at the annual Association for Research in Vision and Ophthalmology (ARVO) conference (see table below): Investigator Conclusions from Preclinical Study using HuCNS-SC for Vision Rescue Early sub-retinal transplantation of HuCNSSC’s limits the loss of behaviorally measured vision, limits the deterioration of luminance thresholds measured from the superior colliculus, and delays the death of photoreceptors in the RCS rat. HuCNS-SC transplanted into the sub-retinal space engraft and survive for at least 220 days post transplantation. HuCNS-SC migrate through the subretinal space and form a continuous layer of cells by day 60. In about one-third of the animals sacrificed at day 90, donor cells are also seen in the inner retina. By day 120, donor cell migration is seen in all cell layers Migration of donor cells along the subretinal space or into various layers of retina appears to have no negative effect on vision. Declining concentrations of immune suppression appeared to have no immediate negative effect on graft survival or efficacy. Source:T.J. McGill, et. al. “Long-term efficacy of HuCNS-SC transplantation into the subretinal space of RCS Rats” ARVO 5/3/09 Source: R. D. Lund, et. al. “Vision rescue by HuCNS-SC in a rodent model” Foundation Fighting Blindness 11/1/08 UCSF In October 2009, Dr. Trevor McGill presented additional preclinical data at the Society for Neuroscience 2009 Annual Meeting titled “Histological analysis of HuCNS-SC differentiation and cone photoreceptor preservation in RCS rats following sub-retinal transplantation” demonstrating that HuCNS-SC protect cone photoreceptors (light sensing) in the StemCells Inc. (STEM) Page 17 of 35 www.LifeTechCapital.com November 17, 2014 eye from progressive degeneration and preserve visual function long term. The researchers concluded that “subretinal transplantation of HuCNS-SC may provide significant therapeutic value for clinical cases of retinal degenerative disease. In particular, the long-term survival of HuCNS-SC and corresponding long-term functional benefit suggest durable outcomes may be achieved after a single transplantation.” Alzheimer’s Disease Background & Development Program UPDATE: On March 12, 2014, StemCells Inc. announced they are planning to file an IND for a human clinical trial in Alzheimer’s disease in 2016 or a full year earlier than expected. We remind investors that multiple attempts at Alzheimer’s drugs have all failed such as Eli Lilly’s (NYSE:LLY) solanezumab and Pfizers (NYSE:PFE) and Johnson & Johnson’s (NYSE:JNJ) bapineuzumab. There remains no adequate treatment for Alzheimer’s disease. On July 30, 2013, StemCells Inc. received an initial $3.8M of the $19.3M Alzheimer’s Disease forgivable loan from the California Institute for Regenerative Medicine (CIRM) for IND-enabling activites for HuCNS-SC in Alzheimer’s Disease. The goal of the research will be to file an Investigational New Drug (IND) application with the FDA within four years. According to a RAND study published in The New England Journal of Medicine April 4, 2013, the total U.S. monetary cost of dementia was between $157B billion and $215B with Medicare paying approximately $11B making Alzheimer’s disease more costly to the U.S. than either heart disease or cancer. (see http://www.nejm.org/doi/full/10.1056/NEJMsa1204629 ) On July 17, 2012 StemCells Inc. announced preclinical data presented at the Alzheimer's Association International Conference 2012 in Vancouver, Canada demonstrating that their proprietary human neural stem cells, HuCNS-SC® restored memory and enhanced synaptic function in two animal models relevant to Alzheimer's Disease (AD). This is the first time human neural stem cells have been shown to have a significant effect on memory according to Dr. Frank LaFerla, a world-renowned expert on Alzheimer’s disease. Specifically, the paper titled “Restoration of memory in mouse models of Alzheimer disease and neuronal loss: a new paradigm using human neural stem cell transplantation” showed transplanting HuCNS-SC® into the hippocampus, statistically increased memory in two different animal models. The hippocampus is critically to the control of memory and is severely impacted by the pathology of Alzheimer’s. Specifically, hippocampal synaptic density is reduced in AD and correlates with memory loss. The researchers observed increased synaptic density and improved memory post transplantation. Importantly, these results did not require reduction in beta amyloid or tau that accumulate in the brains of patients with AD and account for the pathological hallmarks of the disease. The research was conducted in collaboration with a world-renowned leader in AD, Frank LaFerla, Ph.D., Director of the University of California, Irvine (UCI) Institute for Memory Impairments and Neurological Disorders (UCI MIND), and Chancellor's Professor, Neurobiology and Behavior in the School of Biological Sciences at UCI. Matthew Blurton-Jones, Ph.D., Assistant Professor, Neurobiology and Behavior at UCI, presented the study results. Model #1 The triple transgenic Alzheimer’s Disease (3xTg-AD) mouse model is the only model to exhibit both beta amyloid and tau pathology to mimic human Alzheimer’s Disease. Tests were conducted in a Morris water maze showed that HuCNS-SC (shown in Green) significantly improved probe trial performance as evidenced by decreased latencies (A) and increased platform crosses (B) versus control (shown in Blue). Likewise, performance in contextrecognition and place recognition tasks was also significantly improved by HuCNS-SC transplantation (C & D) versus control. StemCells Inc. (STEM) Page 18 of 35 www.LifeTechCapital.com November 17, 2014 More information on Morris water maze is at http://www.scholarpedia.org/article/Morris_water_maze Model #2 CaM/Tet-DTA mice which have 80% reduction in hippocampal CA1 neurons mimic extensive hippocampal loss of Alzheimer’s Disease in humans. To identify potential mechanisms by which HuCNS-SCs influence learning and memory, they examined Growth Associated Protein 43 (GAP-43) in the hippocampus. GAP-43 is induced in response to injury and promotes axonal regeneration and plasticity. The researchers found a significant increase in GAP-43 expression in lesioned mice transplanted with HuCNS-SC (shown in Green). It was also found that HuCNS-SC transplantation has no effect on beta-amyloid or tau pathology. Thus, HuCNS-SC transplantation improves cognition via a mechanism that seems to be independent of beta-amyloid or tau pathology, the two hallmarks of Alzheimer’s Disease. The final conclusions of the researchers were: HuCNS-SC engraft, migrate locally and differentiate into both neuronal and glial lineages in two animal models relevant for AD at the relatively short interval of one-month post-transplant. Transplantation of HuCNS-SC into the hippocampus significantly improves cognition in both 3xTg-AD and CaM/Tet-DTA mouse models. The former model reflects tau and beta-amyloid pathology and the later model reflects induced neuronal loss. Observing efficacy of HuCNS-SC transplantation in these two complimentary models of AD strengthens the overall results. Expression of both GAP-43 and Synapsin within the hippocampus of the CaM/Tet-DTA model suggest that HuCNS-SCs enhance axonal sprouting and endogenous synaptic connectivity, respectively, which may represent possible mechanisms of action for neuroprotection and cognitive restoration. Future studies will further address HuCNS-SC-mediated mechanisms of action underlying cognitive restoration and the feasibility of testing long-term efficacy in these animal models. StemCells Inc. (STEM) Page 19 of 35 www.LifeTechCapital.com November 17, 2014 The results support therapeutic application in AD with a cell (HuCNS-SC) that has an established human safety record in two completed Phase I trials involving neurodegenerative diseases. The human experience to date should facilitate the pathway to clinical translation for human disorder with significant unmet need. The full poster is available at: http://www.stemcellsinc.com/LiteratureRetrieve.aspx?ID=142864 Dr. LaFerla’s original paper titled “Neural stem cells improve cognition via BDNF in a transgenic model of Alzheimer disease” was published in August 2009 issue of Proceedings of the National Academy of Sciences (PNAS) and the full paper can be accessed free of charge at http://www.pnas.org/content/106/32/13594.full Pelizaeus-Merzbacher Disease (PMD) Background & Development Program Pelizaeus-Merzbacher Disease (PMD) - Myelin Disorder Pelizaeus-Merzbacher Disease (PMD) is a rare, progressive, degenerative central nervous system disorder in which coordination, motor abilities, and intellectual function deteriorate. It is a myelin disorder (the fatty covering that wraps around and protects nerve fibers in the brain) in the group of genetic disorders called leukodystrophies. Specifically, it is caused by a mutation in the gene that controls the production of a myelin protein called Proteolipid Protein-1 (PLP1). The 2 classifications of PMD are: Connatal PMD: Symptoms can begin in infancy and include problems feeding, a whistling sound when breathing, progressive spasticity leading to joint deformities (contractures) that restrict movement, speech difficulties (dysarthria), ataxia, and seizures. Those affected with connatal Pelizaeus-Merzbacher disease show little development of motor skills and intellectual function. Classic PMD: Within the first year of life, those affected with classic Pelizaeus-Merzbacher disease typically experience weak muscle tone (hypotonia), involuntary movements of the eyes (nystagmus), and delayed development of motor skills such as crawling or walking. As the child gets older, nystagmus usually stops but other movement disorders develop, including muscle stiffness (spasticity), problems with movement and balance (ataxia), and involuntary jerking (choreiform movements). There is no cure for Pelizaeus-Merzbacher disease, nor is there a standard course of treatment. Treatment is symptomatic and supportive and may include medication for movement disorders. Severe Pelizaeus-Merzbacher Disease (Connatal PMD) is often fatal during the first decade of life, typically due to respiratory complications. The prevalence of Pelizaeus-Merzbacher disease is estimated to be 1 case 500,000 in the United States. It rarely affects females. Using HuCNS-SC® to Treat Pelizaeus-Merzbacher Disease (PMD) Pelizaeus-Merzbacher disease is caused by an inability to form myelin (dysmyelination) due to a lack of the Proteolipid Protein-1 (PLP1). When the myelin coating is malformed or damaged it prevents the nerves from sending signals. Oligodendrocyte cells produce the proteins needed to grow and maintain myelin. StemCells Inc. (STEM) Page 20 of 35 www.LifeTechCapital.com Preclinical studies in mice have shown that implantation with HuCNS-SC results in differentiation into Oligodendrocyte cells which then produce Proteolipid Protein-1 (PLP1) and Myelin Basic Protein (MBP). Myelin Damage in MS November 17, 2014 HuCNS-SC Produce Myelin (Green) In addition to PelizaeusMerzbacher Disease (PMD), other myelin disorders are Multiple Sclerosis (MS) and Cerebral Palsy. Myelin disorders have also been implicated in Source: Bayer Healthcare /Berlex Inc. Source: StemCells Inc. neuropsychiatric diseases such as ADHD, Autism and Schizophrenia. In addition, a 2007 study from UCLA implicated demyelination as a factor in Alzheimer’s Disease. (See http://www.alzheimersanddementia.com/article/S1552-5260(07)00026-X/abstract) Human Clinical Trials of HuCNS-SC® in Pelizaeus-Merzbacher Disease (PMD) UPDATE StemCells Inc. Seeks Partner for Future Development: Due to the anticipated time and costs associated with the Phase II trials in Chronic Spinal Cord Injury and Dry AMD, StemCells Inc. announced on May 29, 2014 that they are seeking a partner for further development in Pelizaeus-Merzbacher Disease (PMD). Strong 2 Year Follow-Up Results from Phase I Trial: On August 2, 2103, StemCells, Inc. presented data showing 24 months after transplantation of HuCNS-SC® cells (purified human neural stem cells) into 4 patients with Pelizaeus-Merzbacher disease (PMD), the evidence of myelination is even more pronounced than the 12 months results. The gains in neurological function reported at 12 months were maintained and there were no safety concerns. PMD patients have a defective gene resulting in insufficient myelin in the brain with progressive and irreversible loss of neurological function and death. Investors should note that the results reported by StemCells Inc. represent are unprecedented in PMD patients suggesting that HuCNS-SC cells are altering the course of the disease. Phase I Trial Completed – Human Results Confirm Animal Data: On October 10, 2012 StemCells Inc. announced the rare, simultaneous publication of 2 peerreviewed papers in Science Translational Medicine covering both the successful preclinical animal studies and the successfully completed Phase I human clinical trial using their HuCNS-SC® (purified human neural stem cells) for severe myelination disorders. During the conference call after the market close, Dr. Stephen Back, co-author of the paper “Human Neural Stem Cells Induce Functional Myelination in Mice with Severe Dysmyelination” described how implanted HuCNS-SC in neonatal and juvenile mice resulted in new functional myelin, oligodendrocyte stem cell differentiation, improved conductivity and demonstrated the use of non-invasive MRI scans to determine human myelination improvement. 1 As can be seen, myelination improvements continued through 7-9 weeks post-implantation in both sets of mice. The results seen in the animal model were then subsequently validated in humans as discussed by Dr. Stephen Huhn, co-author of the paper “Neural Stem Cell Engraftment and Myelination in the Human Brain” which described the results of the successfully completed Phase I clinical trial of HuCNS-SC in severe connatal Pelizaeus-Merzbacher Disease (PMD), a rare and fatal hypo-myelination disorder in children. 2 As can be seen below, all 4 patients experienced improvement in myelination relative to changes in the non-transplanted regions in the brain: StemCells Inc. (STEM) Page 21 of 35 www.LifeTechCapital.com November 17, 2014 In addition, small but measureable gains in motor and/or cognitive function in 3 of the 4 patients (Subject 1 remained clinically stable) as can be seen below: Highlights of the Pelizaeus-Merzbacher Disease (PMD) clinical trial results were: Progressive and durable donor-cell derived myelination in all 4 patients Small but measureable gains in motor and/or cognitive function in 3 of the 4 patients (the 4th patient remained clinically stable) After 1 year, MRI showed changes compatible with increased myelination in the region of the transplantation. The MRI signs of myelination persisted even after immunosuppression was stopped at 9 months and in fact, were also found to progress over time. The development of new myelin signals is unprecedented in patients with conatal PMD and is consistent with HuCNS-SC engraftment. Finally, as in all previous animal and human studies, the HuCNS-SC implantations were safe with no adverse events attributable to the stem cells. Investors should also note that these results may also be applicable to other leukodystrophies, as well as more common myelin disorders including transverse myelitis, multiple sclerosis and periventricular white matter injury seen in Cerebral Palsy. RESEARCH REFERENCES Uchida N., et al “Human Neural Stem Cells Induce Functional Myelination in Mice with Severe Dysmyelination” Science Translational Medicine 10 October 2012: Vol. 4, Issue 155, p. 155ra136 http://stm.sciencemag.org/content/4/155/155ra136.abstract 2 Gupta N., et al “Neural Stem Cell Engraftment and Myelination in the Human Brain” Science Translational Medicine 10 October 2012: Vol. 4, Issue 155, p. 155ra137 http://stm.sciencemag.org/content/4/155/155ra137.abstract 1 Trial Site The trial was conducted at the University of California, San Francisco (UCSF) Children’s Hospital, one of the leading medical centers in the United States for neonatology, pediatric neurology and neurosurgery. StemCells Inc. (STEM) Page 22 of 35 www.LifeTechCapital.com November 17, 2014 Trial Design The Phase I trial was designed to assess the safety and preliminary effectiveness of HuCNS-SC® cells as a treatment for PMD. The trial is expected to enroll 4 patients with connatal PMD, which is the most severe form of the disease. All patients were transplanted with HuCNS-SC® cells, and immunosuppressed for 9 months. Following transplantation, the patients were evaluated regularly over a 12-month period in order to monitor and evaluate the safety and tolerability of the HuCNS-SC cells, the surgery, and the immunosuppression. In addition, magnetic resonance imaging (MRI) of the brain post-transplant may enable the measurement of new myelin formation. A separate 4 year observational study will be initiated at the conclusion of this trial. More details about the trial can be found at: http://clinicaltrials.gov/ct2/show/NCT01005004 Title # of Patients Trial Design Ages Endpoints Inclusion Exclusion Center Investigator COMPLETED PHASE I HUMAN CLINICAL TRIAL PROTOCOL Phase I Study of the Safety and Preliminary Efficacy of Intracerebral Transplantation of HuCNS-SC® Cells for Connatal Pelizaeus-Merzbacher Disease (PMD) Four Male Non-Randomized, Open Label, Uncontrolled, Single Group Assignment, Safety/Efficacy Study 6 Months to 5 Years Primary: Safety MRI 12-months post-implant Secondary: MRI Myelination MRI 12-months post-implant Confirmed clinical diagnosis of connatal PMD Molecular genetic confirmation of mutation in the PLP1 gene MRI consistent with PMD as interpreted by a qualified neuroradiologist Other significant congenital brain abnormality not related to PMD Have previously received an organ, tissue or bone marrow transplantation Previous participation in gene transfer or cell transplant trial Presence of neurological signs and symptoms not consistent with PMD Current or prior malignancy Prior organ, tissue or bone marrow transplant University of California, San Francisco, CA 94143 David Rowitch, MD Source: ClinicalTrials.gov NCT01005004 Marketed Stem Cell Tools & Technologies UPDATE: On November 10, 2014, StemCells Inc. granted certain licenses and sold certain assets to Takara Bio Inc. so that it could sell the “SC Proven” research tools on a worldwide and exclusive basis beginning January 1, 2015. As consideration, StemCells Inc. will receive $800,000 on or before November 24, 2014. In the transaction, Takara Bio acquired from Stem Cell Sciences the SC Proven trademarks and business records, as well as field-based license rights under the tools related patents. The licensed field is limited to the sale of products to researchers and does not include any therapeutic or drug screening rights or the right to develop and commercialize genetically engineered animals. In connection with this transaction, StemCells Inc. anticipates winding down the Stem Cell Sciences businesses after disposing of remaining inventory and complete tech transfer to Takara Bio. StemCells Inc. (STEM) Page 23 of 35 www.LifeTechCapital.com StemCells Inc. markets a portfolio of stem cell research tools and technologies that includes embryonic stem cells, induced pluripotent stem (iPS) cells, and tissue-derived (adult) stem cells with automated platforms and proprietary reagents for the production and testing of such cells and their progeny for drug discovery and toxicological screening applications. StemCells Inc. also develops and markets cell culture media products under the SC Proven® brand. StemCells Inc. currently has over 2 dozen products in their catalog at: http://www.stemcellsinc.com/Tools-and-Technologies/SCProven-Product-Catalog.htm November 17, 2014 SC Proven® Products Source: StemCells Inc. These include cell culture products that are more refined and less complex cell culture products that are completely free of serum and other ill-defined components, which are known sources of undesirable agents affecting stem cell performance. These proprietary cell culture media formulations facilitate the production and differentiation of cells and cell lines required for use in cell-based assays. In addition, they market antibody detection reagents for the visualization of human cells, including human stem cell populations and their progeny. Their library of proprietary antibody reagents that have been extensively used for the isolation, as well as for the in vitro and in vivo characterization, of human stem cell populations and their differentiated progeny. These reagents are a powerful tool when combined with their cell-based assay formats and their immunedeficient in vivo rodent models. StemCells Inc. also markets purified whole stem cell lysates that more accurately test and validate stem cell lines and associated genes and gene products by providing a reliable off-the-shelf benchmark against which researchers can perform intra-comparative studies, such as Epigenetic fingerprinting, Southern, Western and Northern blots, PCR, RT-PCR, and microarrays. Specifically, they offer unique total cell genomic DNA (gDNA), RNA and protein affinity purified from lysates of homogeneous cell lines propagated in proprietary SC Proven ® cell culture media, including mouse embryonic stem (ES) cells and mouse ES cell-derived and fetal tissue-derived neural stem (NS) cells. Finally, StemCells Inc. has expertise and infrastructure for providing cell-based assays for drug discovery and screening, including automated robotic production and manipulation of stem and progenitor cells with patented gene insertion technology, used in drug screening and applications in cell and gene therapy. In addition, they have a portfolio of over twenty patent families claiming a range of technologies relevant to cell processing, reprogramming and manipulation and gene targeting. Robotic Delivery Cell Production and Automation Dispense Cells to Plate Wells Pooling Cells Incubation Source: StemCells Inc. On March 20, 2012, StemCells Inc. granted genOway (Paris:ALGEN) a worldwide, exclusive license to StemCells' Internal Ribosome Entry Site (IRES) technology for use in the development and commercialization of genetically engineered mice (a non-exclusive license was granted in 2008). StemCells Inc. received a six figure lump sum payment in lieu of annual maintenance fees, as well as single digit royalties on licensed products and services. The IRES technology enables the dual expression of a protein of interest and a selectable marker, thereby enabling researchers to genetically modify any mammalian cell and monitor the activity of a particular gene of interest in living cells or tissues without blocking the normal function of the gene. The IRES technology is particularly important for evaluating the success of StemCells Inc. (STEM) Page 24 of 35 www.LifeTechCapital.com November 17, 2014 gene knock-outs or knock-ins in stem cells and for the successful creation of transgenic rodent disease models. The IRES technology has been used to develop hundreds of genetically modified models in the past decade, and the technology is now considered to be the reference technology for transgene expression in some key rodent animal models, such as humanized models, reporter models, and cell trafficking models. More information on genOway can be found at http://www.genoway.com Intellectual Property StemCells Inc.’s patent portfolio consists of approximately 47 issued U.S. patents, 250 issued foreign patents and active patent prosecution in over 15 distinct patent families claiming different types of stem and progenitor cells, cell culture media, stem cell research tools and techniques, and similar technologies Their issued neural stem cell patents broadly cover human neural stem cells irrespective of whether they were derived from embryonic, juvenile or adult tissue, or derived using presently known induced pluripotent stem cell (iPS) technologies. The neural stem and progenitor cell patents cover (i) compositions of matter, (ii) methods of manufacture (isolation, proliferation, purification, genetic modification, etc.), and (iii) methods of use, including the use of these cells both as therapeutics and as tools for drug screening and testing. StemCells Inc. – Selected U.S. Patents Number Owned by StemCells Inc. Expiration 5,968,829 6,103,530 6,238,922 9/05/17 9/05/17 2/26/19 7,595,193 7,687,266 7,811,818 8,283,164 Human CNS neural stem cells Human CNS neural stem cells — culture media Use of collagenase in the preparation of neural stem cell cultures Enriched neural stem cell populations, and methods for identifying, isolating and enriching for neural stem cells Human CNS neural stem cells Cultures of human CNS neural stem cells Cultures of GFAP+ nestin+ cells that differentiate to neurons Enriched neural stem cell populations, and methods for identifying, isolating and enriching for neural stem cells Use of collagenase in the preparation of neural stem cell cultures Drug screening & discovery using enriched neural stem cell populations Enriched neural stem cell populations, and methods for identifying, isolating and enriching for neural stem cells Enriched central nervous system stem cell and progenitor cell populations, and methods for identifying, isolating and enriching for such populations Cultures of GFAP nestin cells that differentiate to neurons Enriched central nervous system stem cell and progenitor cell populations, and methods for identifying, isolating and enriching for such populations Propagation and/or Derivation of Embryonic Stem Cells Pluripotency determining factors and uses thereof Human liver engrafting cells isolated from adult liver tissue Liver engrafting cells, assays, and uses thereof 2026 Granted 3/30/10 Granted 10/12/10 Granted 10/9/12 Number Acquired from NeuroSpheres 10/24/13 (previously Licensed) Expiration 6,468,794 6,498,018 6,777,233 6,878,543 7,037,719 7,049,141 7,105,150 7,153,686 7,217,565 7,303,912 7,381,561 5,750,376 5,851,832 5,980,885 In vitro genetic modification In vitro proliferation Methods for inducing in vivo proliferation of precursor cells In vitro induction of dopaminergic cells from mammalian central nervous system 5,981,165 multipotent stem cell compositions 6,071,889 Methods for in vivo transfer of a nucleic acid sequence to proliferating neural cells 6,093,531 Generation of hematopoietic cells from multipotent neural stem cells 6,165,783 Methods of inducing differentiation of multipotent neural stem cells 6,294,346 Methods for screening biological agents 6,368,854 Hypoxia-mediated neurogenesis 6,399,369 cDNA libraries derived from populations of non-primary neural cells 6,497,872 Neural transplantation using proliferated multipotent neural stem cells and their progeny 6,638,501 Use of multipotent neural stem cell progeny to augment non-neural tissues 6,897,060 B1 Generation of hematopoietic cells 6,924,142 B2 Hypoxia-mediated neurogenesis assay 7,101,709 Methods of making cDNA libraries, cell screening with cultures of neural stem cells 7,105,342 cDNA libraries derived from populations of non-primary neural cells StemCells Inc. (STEM) 10/21/19 9/05/17 9/05/17 10/24/20 10/21/19 2/26/19 10/21/19 10/21/19 2019 2021 2024 5/12/15 12/22/15 11/09/16 11/09/16 6/06/17 6/19/18 10/20/18 9/25/18 10/20/18 6/04/19 12/24/19 6/19/18 6/19/18 10/20/18 9/22/12 12/5/12 Page 25 of 35 www.LifeTechCapital.com 7,115,418 7,166,277 7,361,505 Methods of Proliferating Undifferentiated Neural Cells Remyelination of neurons using multipotent neural stem cell progeny Multipotent neural stem cell compositions Number 5,589,376 5,629,159 5,654,183 5,672,499 5,693,482 5,824,489 Licensed from California Institute of Technology Mammalian neural crest stem cells Immortalization and disimmortalization of cells Genetically engineered mammalian neural crest stem cells Methods for immortalizing multipotent neural crest stem cells In vitro neural crest stem cell assay Methods for isolating mammalian multipotent neural crest stem cells November 17, 2014 11/30/12 1/23/24 2015 Expiration 12/31/13 5/13/14 8/05/14 9/30/14 12/02/14 10/20/15 StemCells Inc. Patent Infringement and Libel Suits Against Neuralstem (Amex:CUR) In July 2006, StemCells Inc. filed suit against Neuralstem, Inc. in the Federal District Court for the District of Maryland, alleging that Neuralstem’s activities violate claims in four of the patents exclusively licensed from NeuroSpheres, specifically U.S. Patent No. 6,294,346 (claiming the use of human neural stem cells for drug screening), U.S. Patent No. 7,101,709 (claiming the use of human neural stem cells for screening biological agents), U.S. Patent No. 5,851,832 (claiming methods for proliferating human neural stem cells), and U.S. Patent No. 6,497,872 (claiming methods for transplanting human neural stem cells). In May 2008, StemCells Inc. filed a second patent infringement suit against Neuralstem and its two founders, Karl Johe and Richard Garr. In this suit, filed in the Federal District Court for the Northern District of California, they allege that Neuralstem’s activities infringe claims in two patents exclusively license from NeuroSpheres, specifically U.S. Patent No. 7,361,505 (claiming composition of matter of human neural stem cells derived from any source material) and U.S. Patent No. 7,115,418 (claiming methods for proliferating human neural stem cells). In addition, they allege various state law causes of action against Neuralstem arising out of its repeated derogatory statements to the public about their patent portfolio. Also in May 2008, Neuralstem filed suit against StemCells Inc. and NeuroSpheres in the Federal District Court for the District of Maryland seeking a declaratory judgment that the ‘505 and ‘418 patents are either invalid or are not infringed by Neuralstem and that Neuralstem has not violated California state law. In August 2008, the California court transferred the lawsuit against Neuralstem to Maryland for resolution on the merits. In July 2009, the Maryland District Court granted StemCells Inc.’s motion to consolidate these two cases with the litigation they initiated against Neuralstem in 2006. Fact discovery has concluded in the cases and the first phase of trial is expected to commence in December 2014. In April 2008, StemCells Inc. filed an opposition to Neuralstem’s European Patent No. 0 915 968 (methods of isolating, propagating and differentiating CNS stem cells), because the claimed invention is believed by the company to be unpatentable over prior art, including the patents StemCells Inc. acquired from NeuroSpheres. In December 2010, the European Patent Office ruled that all composition claims in Neuralstem’s ‘968 European patent were invalid and unpatentable over prior art. Neuralstem appealed this decision but recently withdrew its appeal with prejudice. In October, 2013, StemCells Inc. acquired from NeuroSpheres a patent portfolio consisting of the patents they licensed from NeuroSpheres on an exclusive worldwide basis, including the six patents that are the subject of the patent infringement litigation against Neuralstem. StemCells Inc. issued 139,548 shares of unregistered common stock to NeuroSpheres. All preexisting agreements were terminated and no further milestone and royalty payments are due to NeuroSpheres. Financial Model Assumptions MARKET SIZE Investors should note that market size estimates for rare diseases or first-in-class treatments such as these are always difficult and subject to significant error. In addition, untreatable diseases are usually under-diagnosed. Once a treatment becomes available, patient diagnosis usually increases above historical estimates. Spinal Cord Injury: According to the University of Alabama National Spinal Cord Injury Statistical Center, there are approximately 273,000 patients (with a range of 238,000 to 332,000 patients) with spinal cord injury patients in the U.S. with approximately 44% being paraplegics (or approximately 110,000 patients). The incidence of new spinal cord injury StemCells Inc. (STEM) Page 26 of 35 www.LifeTechCapital.com November 17, 2014 is approximately 40 cases per million population, or about 12,000 patients, per year based on data in the National Spinal Cord Injury database. Since there have not been any incidence studies in the U.S. since the 1990's it is not known if incidence has changed in recent years. Dry AMD: According to the National Eye Institute (part of the NIH), 1.8M people in the U.S. have advanced AMD with two-thirds having the “wet” form and one-third having the advanced “dry” form (which then progresses to “wet”). Therefore, we believe the initial addressable population will be the 600,000 advanced dry AMD patients. Alzheimer’s Disease: According to the Alzheimer's Association, an estimated 5.2M patients in the U.S. have Alzheimer's disease including approximately 200,000 individuals younger than age 65 who have younger-onset Alzheimer's. These figures could triple to as many as 16M unless treatment is found. PRICING Although highly speculative at this time, existing drug therapy and treatment regimen costs indicate that StemCells HuCNS-SC could be very high, especially if the clinical trial results are significant and durable. One possible pricing metric can be derived using existing enzyme replacement drug therapies for rare diseases. Genzyme’s (NYSE:SNY) Cerezyme for Gaucher Disease (a non-CNS lysosomal disease) cost approximately $200,000 per year while Shire Limited’s (Nasaq:SHPGY) Elaprase for Hunter Syndrome (also a non-CNS lysosomal disease) costs approximately $375,000 per year. In addition to a comparable drug cost model, one could also look at a comparable treatment regimen model. A five-year drug treatment regimen for a Gaucher or Hunter patient is approximately $1.0M to $1.5M. Investors should also note that there may be additional pricing power for StemCells Inc. as the gene-therapy drug, Glybera® (alipogene tiparvovec) by Netherland-based uniQure B.V. (Nasdaq:QURE) was approved in Europe on November 2, 2012. A one-time injection of Glybera produces lipoprotein lipase (LPL) enzyme in the ultra-orphan indication of severe lipoprotein lipase deficiency (familial hyperchylomicronemia) is priced at $1.6M per patient (roughly 5-years of enzyme replacement revenue per patient). We believe the pricing for chronic spinal cord injury will be similar to the enzyme replacement drug pricing due to the life-changing nature of the treatment and the assumed long-term reduction in healthcare and societal costs to serve this patient population. The table below shows the estimated annual costs for these patients: For Dry AMD, we use comparable pricing from Lucentis® (ranibizumab) and Eylea® (aflibercept) for Wet AMD approximately $1,800 per injection with an average of 8 injections per year for 8 years or $115,000. Since treatment with HuCNS-SC could be a once a lifetime treatment, we expect StemCells Inc. could conceivably charge a premium up to $150,000. For Alzheimer’s Disease, a RAND study published in The New England Journal of Medicine on April 4, 2013, showed the total U.S. monetary cost of dementia was between $157B billion and $215B with Medicare paying approximately $11B making Alzheimer’s disease more costly to the U.S. than either heart disease or cancer. Therefore, we believe an adequate treatment for Alzheimer’s will have very significant pricing power. (see http://www.nejm.org/doi/full/10.1056/NEJMsa1204629 ) StemCells Inc. (STEM) Page 27 of 35 www.LifeTechCapital.com November 17, 2014 Recent Financing Activity As of October 31, 2014, there were 68,729,774 shares of common stock outstanding. As of September 30, 2014 there were 6,936,880 Series A Warrants outstanding with an average exercise price of $1.40. As of October 31, 2014, approximately $59M remains available under their December 26, 2013 $100M shelf registration. In July 2014, StemCells Inc. received gross proceeds of $20,000,000 through the sale of 11,299,435 units to two institutional biotechnology investors, at an offering price of $1.77 per unit. Each unit consists of 1 share of common stock and a warrant to purchase 0.85 of a share of common stock exercisable six months from the date of issuance at an exercise price of $2.17. The Warrants are non-transferable and will expire in 13 months on August 17, 2015. In January 2014, StemCells Inc. received approximately $3,820,000 from the CIRM Loan Agreement to fund their Alzheimer’s disease program. The loan is forgivable so that the obligation to repay will be contingent upon the success of HuCNS-SC cells as a treatment for Alzheimer’s disease. On December 26, 2013, StemCells Inc. filed a $100M mixed shelf registration to have in place for future funding needs of which up to $27M can be issued through an at-the-market offering filed February 14, 2014. On October 7, 2013, StemCells Inc. sold 12,845,500 units at a price of $1.45 unit consisting of 12,845,500 shares of common stock and warrants to purchase 6,422,750 shares of common stock at an exercise price of $1.80 per share yielding gross proceeds of $18.6M ($17.3M net). On June 3, 2013, StemCells Inc. entered into an agreement with an institutional investor, under which they can sell up to $30M of common stock to the institutional investor. The company immediately sold 1,645,639 shares at a purchase price of $1.823 per share for gross proceeds of $3.0M. The agreement was subsequently terminated as a result of the October 7, 2013 offering. In April 2013, the California Institute for Regenerative Medicine (CIRM) agreed to provide up to approximately $19.3M to help fund preclinical development HuCNS-SC cells for Alzheimer’s disease with the goal of filing an Investigational New Drug application with the FDA within four years. The funding is in the form of a forgivable loan and is expected to be disbursed periodically by CIRM over the four-year project period subject to preconditions, including the achievement of certain progress milestones and compliance with certain financial covenants. The loan is unsecured and the term of the loan is ten years and may be extended under certain circumstances. Initially, the loan will bear interest at the one year LIBOR rate plus 2% and will increase by 1% each year after year five. Interest will accrue with the first disbursement of loan funds, but StemCells Inc. will not begin paying interest until year six. Repayment of the principal and any accrued and unpaid interest will be due and payable at the end of the term. The company can prepay the CIRM loan at their election, either in whole or in part at any time and without a prepayment fee. In addition, the loan is forgivable so that the obligation to repay will be contingent upon the success of HuCNS-SC cells as a treatment for Alzheimer’s disease. See http://www.sec.gov/Archives/edgar/data/883975/000119312513397952/d603090dex1035.htm for details. In April 2013, StemCells Inc. received approximately $9,900,000 net of fees, under a loan and security agreement with Silicon Valley Bank for general corporate purposes. The loan has a three-year term and bears interest at an annual rate of 6%. For the first six months, payments will be interest only followed by repayment of principal and interest over a period of 30 months. There is also a final $1,000,000 fee payment at the end of the term. In connection with the loan agreement, StemCells Inc. issued to SVB a ten year warrant to acquire 293,531 shares of common stock at an exercise price of $1.7034 per share. See http://www.sec.gov/Archives/edgar/data/883975/000119312513397952/d603090dex1034.htm for details. In February 2013, StemCells Inc. sold 782,755 shares common stock at a price per share of $2.06 for gross proceeds of approximately $1,616,000 and was offered under their shelf registration statement. Also February 2013, 334,534 Series A Warrants were exercised at an exercise price of $1.40 per share for gross proceeds of approximately $468,000 and issued 334,534 shares of common stock. StemCells Inc. (STEM) Page 28 of 35 www.LifeTechCapital.com November 17, 2014 Management Martin McGlynn, President and CEO: Martin McGlynn joined StemCells, Inc. in January of 2001 as President and Chief Executive Officer and was elected to the Board of Directors on February 6, 2001. Mr. McGlynn has spent several decades in the life sciences industry in Europe, Canada and the United States. He began his career with Becton Dickinson, Ireland Ltd., and spent eight years in manufacturing operations. He joined Abbott Labs in 1977 where he held positions as General Manager, Abbott Ireland Ltd., President and General Manager of Abbott Canada Ltd. and Vice President of Abbott International Ltd. In 1990, he joined the BOC Group as President of Anaquest, Inc., a global leader in anesthesia and acute care pharmaceuticals headquartered in New Jersey. Mr. McGlynn joined the biotech industry in 1994 when he became President and CEO of Pharmadigm, Inc., a private, venture capital-backed company engaged in the research and development of a new class of anti-inflammatory agents. Mr. McGlynn is a native of Dublin, Ireland. He holds a Bachelor of Commerce degree from University College, Dublin. He is a former member of the Board of Directors of the Confederation of Irish Industries (CII) and the Pharmaceutical Manufacturers Association of Canada (PMAC). Greg Schiffman, CFA & EVP Finance: Mr. Schiffman has over fifteen years of experience leading the financial operations and strategy of global publicly-traded companies such as Affymetrix and Applied Biosystems. Most recently, Mr. Schiffman was Executive Vice President and CFO of Dendreon Corporation since 2007, where he had primary responsibility for capital raising, financial reporting and controls, information technology, and investor relations. Before entering the healthcare field, Mr. Schiffman held roles of increasing responsibility within Hewlett Packard, where he served as controller of its European P.C. manufacturing and distribution operations in Grenoble, France, and as manufacturing manager and controller of its Netmetrix Division. Mr. Schiffman holds a bachelor's degree in accounting from De Paul University and an MBA from the Kellogg Graduate School of Management at Northwestern University. Ann Tsukamoto, Ph.D., Executive VP, Scientific and Strategic Alliances: Ann Tsukamoto, Ph.D., was appointed Executive Vice President, Scientific and Strategic Alliances in June 2013. She previously served as Executive Vice President, Research and Development. Dr. Tsukamoto has over 20 years experience in stem cell biology and was a codiscoverer of the human hematopoietic stem cell while at SyStemix, Inc., and she played a leading role in the launch of the clinical research program for the hematopoietic stem cell. Under her direction at StemCells Inc., the scientific team has discovered the human central nervous system stem cell, a population of human liver engrafting cells and a candidate pancreas stem cell. Dr. Tsukamoto received her Ph.D. from the University of California, Los Angeles and did postdoctoral research with Dr. Harold Varmus at the University of California, San Francisco where she worked on the wnt-1 gene, which is a key player in the stem cell self-renewal pathway. Dr. Tsukamoto is an inventor on six issued U.S. patents related to the human hematopoietic stem cell. Stephen Huhn, M.D., F.A.C.S., F.A.A.P., VP, Head of the CNS Clinical Research: Stephen Huhn joined StemCells Inc. in January 2007 to direct the Company's preclinical and clinical development programs for CNS indications. Prior to joining the Company, he was Associate Professor of Neurosurgery at Stanford University and Chief of Pediatric Neurosurgery at the Lucile Salter Packard Children's Hospital. Dr. Huhn earned his M.D. at the University of Arizona in 1987 and completed a residency in Neurosurgery at the University of Maryland in 1993. He completed a fellowship in Neuro-Oncology at UCSF Medical Center in San Francisco and a fellowship in Pediatric Neurosurgery at Children's Memorial Hospital in Chicago, Northwestern University. Dr. Huhn is certified by the American Board of Neurological Surgery and the American Board of Pediatric Neurological Surgery. He is also a Fellow in the American College of Surgeons and the American Academy of Pediatrics. Dr. Huhn maintains a Consulting Associate Professor appointment with the Department of Neurosurgery at Stanford University. Nobuko Uchida, Ph.D., VP, Stem Cell Biology: Dr. Nobuko Uchida is responsible for StemCells Inc.’s discovery initiative focusing on identifying new stem or progenitor cells, as well as for characterizing their human neural stem cell and candidate liver and pancreas stem cells. Dr. Uchida has been with StemCells Inc. since 1998, and in 1999 she was first to identify, by cell surface marker, the human central nervous system stem cell. Dr. Uchida was previously employed at SyStemix, Inc. as a Research Scientist working on hematopoietic stem cell biology, and has worked in stem cell biology for the past 15 years. Dr. Uchida obtained her Ph.D. in Cancer Biology from Stanford University and completed her post doctoral training in the laboratory of Dr. Irving Weissman at the Stanford University School of Medicine. Ken Stratton , General Counsel: Ken Stratton joined StemCells, Inc. as General Counsel in February 2007. His primary responsibilities include overseeing the Company’s legal operations and advising the Company and its management and StemCells Inc. (STEM) Page 29 of 35 www.LifeTechCapital.com November 17, 2014 directors on various compliance matters. He also serves as corporate secretary. Mr. Stratton was formerly Deputy General Counsel at Threshold Pharmaceuticals, Inc., and prior to that was Senior Legal Counsel for the vascular business unit of Medtronic, Inc., an international medical device manufacturer. Prior to joining industry, Mr. Stratton was a business attorney in private practice for ten years handling both transactional and litigation matters with corporate law firms in San Francisco and Palo Alto. He earned both his J.D. and M.B.A. in finance from New York University and his B.A. from the University of Pennsylvania. Scientific Founders / Advisory Board Irving L. Weissman, M.D., is the Karel and Avice Beekhuis Professor of Cancer Biology, Professor of Pathology, and Professor of Developmental Biology at Stanford University and Director of the Stanford Institute for Cancer/Stem Cell Biology and Medicine, Palo Alto, California. Dr. Weissman's lab was responsible for the discovery of the first ever mammalian stem cell, the hematopoietic (blood-forming) stem cell. Dr. Weissman was responsible for the formation of three stem cell companies, SyStemix, Inc., StemCells, Inc., and Cellerant, Inc. He is a member of the Board of Directors and Chairman of the Scientific Advisory Boards of StemCells and Cellerant. Dr. Weissman co-discovered the mammalian and human hematopoietic stem cells and the human neural stem cell. Past achievements of Dr. Weissman's laboratory include identification of the states of development between stem cells and mature blood cells and identification of the states of thymic lymphocyte development. More recently, his laboratory at Stanford has developed accurate mouse models of human leukemias, and has shown the central role of inhibition of programmed cell death in that process. Dr. Weissman has been elected to the National Academy of Sciences. He has received the Kaiser Award for Excellence in Preclinical Teaching, the Pasarow Foundation Award, and the Outstanding Investigator Award from the National Institutes of Health. Fred Gage, Ph.D., is Professor, Laboratory of Genetics, The Salk Institute for Biological Studies, La Jolla, California and Adjunct Professor, Department of Neurosciences, University of California, San Diego, California. Dr. Gage's lab was the first to discover the mammalian central nervous system stem cell. His research focus is on the development of strategies to induce recovery of function following central nervous system (CNS) damage. Dr. Gage is a co-founder of StemCells and a member of its SAB. Dr. Gage also serves on the Scientific Advisory Board of Ceregene, Inc. Dr. Gage has been the recipient of numerous awards, including the 1993 Charles A. Dana Award for Pioneering Achievements in Health and Education, the Christopher Reeves Medal, the Decade of the Brain Medal, the Max-Planck research Prize, and the Pasarow Foundation Award. In 2003, Professor Gage was elected to the National Academy of Sciences. David J. Anderson, Ph.D., is Professor of Biology, California Institute of Technology, Pasadena, California and Investigator, Howard Hughes Medical Institute. His laboratory was the first to isolate a multipotent, self-renewing, stem cell for the peripheral nervous system, the first to identify instructive signals that promote the differentiation of these stem cells along various lineages, and the first to accomplish a direct purification of peripheral neural stem cells from uncultured tissue. Dr. Anderson's laboratory also was the first to isolate transcription factors that act as master regulators of neuronal fate. More recently, he has identified signals that tell a neural stem cell to differentiate to a glial cell rather than a neuron. Dr. Anderson is a co-founder of StemCells and a member of its SAB. Dr. Anderson also serves on the SAB of Allen Institute for Brain Science. He has held a presidential Young Investigator Award from the National Science Foundation, a Sloan foundation Fellowship in Neuroscience, and has been Donald D. Matson lecturer at Harvard Medical School. He has received the Charles Judson Herrick Award from the American Association of Anatomy, and the 1999 W. Alden Spencer Award in Neurobiology from Columbia University Board of Directors (Non-Management) John J. Schwartz, Ph.D., John J. Schwartz, Ph.D., was elected to the Board of Directors of the Company in December 1998 and was elected Chairman of the Board at the same time. He is the former President and Chief Executive Officer of SyStemix, Inc. He is currently President of Quantum Strategies Management Company, a registered investment advisor located in Atherton, California. Prior to his positions at SyStemix, he served as Assistant Professor of Physics, and subsequently as Vice President and General Counsel, at Stanford University. Dr. Schwartz graduated from Harvard Law School in 1958 and received his Ph.D. degree in physics from the University of Rochester. StemCells Inc. (STEM) Page 30 of 35 www.LifeTechCapital.com November 17, 2014 Eric H. Bjerkholt, Mr. Bjerkholt is Senior Vice President and CFO of Sunesis Pharmaceuticals, Inc. At Sunesis, he leads the financial operations, public and investor relations, and treasury activities of the South San Francisco small molecule biopharmaceutical company. Before joining Sunesis, Mr. Bjerkholt served as Senior Vice President and CFO of IntraBiotics Pharmaceuticals, Inc., where he completed multiple financings. Earlier in his career, Mr. Bjerkholt cofounded LifeSpring Nutrition, Inc., a privately held nutraceutical company. From 1990 to 1997, Mr. Bjerkholt was an investment banker at J.P. Morgan & Co., Inc., where he founded its Western U.S. Healthcare Investment Banking Practice, leading many equity and financing transactions for biotechnology and other healthcare and life sciences companies. Mr. Bjerkholt holds an M.B.A. from Harvard Business School and a Cand. Oecon degree in economics and econometrics from the University of Oslo, Norway. R. Scott Greer, R. Scott Greer was elected to the Board of Directors of the Company in June 2010, and was simultaneously appointed to Chair the Company's Strategic Transactions Committee. Mr. Greer is currently a principal and managing director of Numenor Ventures LLC. Previously, Mr. Greer was founder of Abgenix, Inc., a biotechnology company that pioneered the development of antibodies as therapeutics, and served as its Chief Executive Office from its inception in 1996 until 2002, and as its Chairman from 2000 until 2006. Abgenix was acquired by Amgen in 2006 for $2.2 billion. Prior to Abgenix’s formation, Mr. Greer held senior management positions at Cell Genesys, Inc. including Senior Vice President, Corporate Development and Chief Financial Officer, and held various positions at Genetics Institute (acquired by Wyeth). Mr. Greer currently serves as Chairman of Acologix, a development stage biotechnology company, and is also on the board of Nektar Therapeutics and BAROnova. In the past, Mr. Greer served on several other public and private company boards, including Sirna Therapeutics (acquired by Merck), where he served as Chairman of the Board, Affymax, Anaptys Biosciences, Illumina, Chimeros, Inogen, and CV Therapeutics (acquired by Gilead Sciences). Mr. Greer received a B.A. in Economics from Whitman College and an M.B.A. from Harvard University, and was also a Certified Public Accountant. Ricardo Levy, Ph.D., Ricardo B. Levy, Ph.D. is Chairman of the Board of Catalytica Energy Systems, Inc., and has been a member of its Board of Directors since June 1995, when the company was formed as a subsidiary of Catalytica, Inc. He also served as director of Catalytica Pharmaceuticals Inc. from 1995 to 2000. Dr. Levy was a founder of Catalytica, Inc. in 1974, serving as Chief Operating Officer from 1974 until 1991 and President and Chief Executive Officer until December 2000, when Catalytica, Inc. and Catalytica Pharmaceuticals Inc. were sold to DSM N.V. Before founding Catalytica, Inc., Dr. Levy was a founding member of Exxon's chemical physics research team, and prior to that served as Chief Executive Officer of Sudamericana C.A. in Quito, Ecuador. He currently also serves on the Board of Directors of Pharmacopeia, Inc. and NovoDynamics, Inc. Dr. Levy holds an M.S. from Princeton University, a Ph.D. in chemical engineering from Stanford University and is an alumnus of Harvard University's Executive Management Program. Irving L. Weissman, M.D., is the Karel and Avice Beekhuis Professor of Cancer Biology, Professor of Pathology, and Professor of Developmental Biology at Stanford University and Director of the Stanford Institute for Cancer/Stem Cell Biology and Medicine, Palo Alto, California. Dr. Weissman's lab was responsible for the discovery of the first ever mammalian stem cell, the hematopoietic (blood-forming) stem cell. Dr. Weissman was responsible for the formation of three stem cell companies, SyStemix, Inc., StemCells, Inc., and Cellerant, Inc. He is a member of the Board of Directors and Chairman of the Scientific Advisory Boards of StemCells and Cellerant. Dr. Weissman co-discovered the mammalian and human hematopoietic stem cells and the human neural stem cell. Past achievements of Dr. Weissman's laboratory include identification of the states of development between stem cells and mature blood cells and identification of the states of thymic lymphocyte development. More recently, his laboratory at Stanford has developed accurate mouse models of human leukemias, and has shown the central role of inhibition of programmed cell death in that process. Dr. Weissman has been elected to the National Academy of Sciences. He has received the Kaiser Award for Excellence in Preclinical Teaching, the Pasarow Foundation Award, and the Outstanding Investigator Award from the National Institutes of Health. Alan Trounson, Ph.D., Dr. Trounson has been the recipient of over 30 awards and distinctions for his scientific work, including pioneering work in the fields of in-vitro fertilization and stem cells. As part of his academic research, Dr. Trounson pioneered a new stem cell biology approach for the treatment of a broad range of diseases and injuries, which was awarded the first ever Australian Center of Excellence in Biotechnology grant worth $110 million dollars. Dr. Trounson’s previous academic positions include Scientific Director of Monash IVF Pty Ltd., Personal Chair in Stem Cell Science and Director of the Monash Immunology and Stem Cell Laboratories, Deputy Director/Director of the Monash Institute of Reproduction and Development, Director of the Centre of Early Human Development, Faculty of Medicine, and Personal Chair of Obstetrics and Gynaecology-Pediatrics at Monash University in Melbourne, Australia. He has StemCells Inc. (STEM) Page 31 of 35 www.LifeTechCapital.com November 17, 2014 founded a number of companies including Infertility Medical Center Pty Ltd./Monash IVF Pty Ltd., IVF Australia Corp/IntegraMed Corp (US), Sydney IVF Pty Ltd./Genea Pty Ltd., Maccine Pte Ltd and the Australian Stem Cell Center Ltd. He established two foundations, the Low Cost IVF Foundation for the treatment of infertile women in Africa and for the treatment of patients with HIV, to avoid vertical transmission to children and the Friends of Low Cost IVF (US). Risks Some of the operational and financial risks to StemCells Inc. are: FDA and Regulatory risks: All of StemCells Inc.’s products are ultimately reliant on approvals by the U.S. FDA and other national regulatory bodies. There can be no guarantee of timely or definite regulatory approvals for any of their pipeline products. Public Policy: StemCells Inc. uses human fetal-derived stem cells in their products. Although they are not embryonic stem cells, a negative public policy shift could adversely affect some or all stem cell development companies. Patent Litigation: StemCells Inc. is currently in active litigation against NeuralStem on a number of infringement of intellectual property claims. In addition, the stem cell space is relatively new and patent issues could arise at any time, requiring StemCells Inc. to spend time and money on defending their intellectual property rights up to and including adverse judgments against StemCells Inc. Long Time-Horizons: Due to the “first-in-class” nature of StemCells Inc. HuCNS-SC and other stem cell products, the development timelines may be significantly longer than typical drug development programs. This is a result of ensuring safety and efficacy of their unique biological stem cells implanted directly into the central nervous system for which there is little historical precedent in humans. Need to Raise Additional Funds: While StemCells Inc. has sufficient cash for near-term development, we believe that StemCells Inc. will be required to raise additional funds through the issuance of stock which would be dilutive to existing shareholders and could potentially affect the share price. We have included estimates of future share issuance in our financial model but there can be no guarantee that our estimates are accurate. Sector Rotation: StemCells Inc. is a small biotechnology development company in the stem cell space often kept in a portfolio with similar companies. In such cases, a significant event for one company may have a material impact on the valuation of all similar companies regardless of their unique qualities. StemCells Inc. (STEM) Page 32 of 35 www.LifeTechCapital.com StemCells Inc. (STEM) November 17, 2014 Page 33 of 35 www.LifeTechCapital.com November 17, 2014 DISCLOSURES Ratings and Price Target Changes over Past 3 Years Initiated February 2, 2010 – Strong Speculative Buy - Price Target $2.20 ($22.00) Update April 8, 2011 – Strong Speculative Buy - Price Target $1.60 ($16.00) Update July 6, 2011 – Strong Speculative Buy - Price Target $8.00 (1:10 Split 7/6/11) Update March 27, 2012 – Strong Speculative Buy - Price Target $4.50 Downgrade September 18, 2014 – Neutral - Price Target $2.00 Analyst Certification: I, Stephen M. Dunn, the author of this research report certifies that a.) All of the views expressed in this report accurately reflect my personal views about any and all of the subject securities or issuers discussed b.) No part of my compensation is directly or indirectly related to the specific recommendations or views expressed in this research report and c.) Analysts may be eligible to receive other compensation based upon various factors, including total revenues of the Firm and its affiliates as well as a portion of the proceeds from a broad pool of investment vehicles consisting of components of the compensation generated by investment banking activities, including but not limited to shares of stock and/or warrants, which may or may not include the securities referenced in this report. DISCLOSURES Does the Analyst or any member of the Analyst’s household have a financial interest in any securities of the Company? Does the Analyst or any member of the Analyst's household or Firm serve as an officer, director or advisory board member of the Company? Has the Analyst or any member of the Analyst’s household received compensation directly or indirectly from the Company in the previous 12 months? Does the Firm or affiliates beneficially own ≥1% of the Company’s common stock? Has the Firm or affiliates received investment banking services compensation in previous 12 months? Has the Firm or affiliates received non-investment banking securities-related services compensation in previous 12 months? Does the Firm or affiliates expect to receive or intend to seek investment banking compensation in next 3 months? Has the Firm or affiliates received non-securities services compensation in previous 12 months? Does the Firm or affiliates make a market in the Company’s securities? NO NO NO NO NO NO YES NO NO The Firm and/or its directors and employees may own securities of the company(s) in this report and may increase or decrease holdings in the future. The Firm, its officers, directors, analysts or employees may effect transactions in and have long or short positions in the securities (or options or warrants with respect thereto) mentioned herein. The Firm may effect transactions as principal or agent in the securities mentioned herein. Ratings Definitions: 1) Strong Buy: the stock is expected to appreciate and produce a total return of at least 40% over the next 12-18 months; 2) Buy: the stock is expected to appreciate and produce a total return of at least 20% over the next 12-18 months; 3) Strong Speculative Buy: the stock is expected to appreciate and produce a total return of at least 40% over the next 12-18 months but the volatility and investment risk is substantially higher than our "Strong Buy" recommendation; 4) Speculative Buy: the stock is expected to appreciate and produce a total return of at least 20% over the next 12-18 months but the volatility and investment risk is substantially higher than our "Buy" recommendation; 5) Neutral: the stock is fairly valued for the next 12-18 months; 6) Avoid/Sell: the stock is expected to decline at least 20% over the next 12-18 months and should be avoided or sold if held; 7) Under Review: the previous rating and/or price target is suspended due to a significant event which now requires additional analysis and the previous rating and/or price target cannot be relied upon; 8) Not Rated: the stock has too much business or financial uncertainty to form an investment conclusion or is currently in the process of being acquired and 9) Restricted: coverage cannot be initiated or has been temporarily suspended to comply with applicable regulations and/or firm policies in certain circumstances such as investment banking or an advisory capacity involving the company. StemCells Inc. (STEM) Page 34 of 35 www.LifeTechCapital.com LifeTech Capital Research Ratings Distribution Strong Buy Strong Speculative Buy Buy Speculative Buy Neutral Avoid/Sell Under Review Not Rated Restricted Total Research Coverage % of Total 0% 50% 0% 0% 25% 25% 0% 0% 0% 100% Investment Banking % of Total 0% 50% 0% 0% 0% 0% 0% 0% 0% 25% FINRA RULE 2711 Ratings Distribution Buy Hold/Neutral Sell Total November 17, 2014 Research Coverage % of Total 50% 25% 25% 100% Investment Banking % of Total 50% 0% 0% 25% Legal Disclaimer THE INFORMATION IN THIS REPORT IS NOT INTENDED TO BE USED AS THE BASIS FOR INVESTMENT DECISIONS AND SHOULD NOT BE CONSTRUED AS ADVICE INTENDED TO MEET THE PARTICULAR INVESTMENT NEEDS OF ANY INVESTOR. THE INFORMATION IN THIS REPORT IS NOT A REPRESENTATION OR WARRANTY AND IS NOT AN OFFER OR SOLICITATION OF AN OFFER TO BUY OR SELL ANY SECURITY. TO THE FULLEST EXTENT OF THE LAW, LIFETECH CAPITAL, AURORA CAPITAL LLC, OUR OFFICERS, ADVISORS, AND PARTNERS WILL NOT BE LIABLE TO ANY PERSON OR ENTITY FOR THE QUALITY, ACCURACY, COMPLETENESS, RELIABILITY OR TIMELINESS OF THE INFORMATION PROVIDED IN THIS REPORT, OR FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES THAT MAY ARISE OUT OF THE USE OF INFORMATION PROVIDED TO ANY PERSON OR ENTITY (INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOSS OF OPPORTUNITIES, TRADING LOSSES AND DAMAGES THAT MAY RESULT FROM ANY INACCURACY OR INCOMPLETENESS OF THIS INFORMATION). Investors are expected to take full responsibility for any and all of their investment decisions based on their own independent research and evaluation of their own investment goals, risk tolerance, and financial condition. Investors are further cautioned that Small-Cap and Micro-Cap stocks have additional risks that may result in trading at a discount to their peers. Liquidity risk, caused by small trading floats and very low trading volume can lead to large spreads and high volatility in stock price. Small-Cap and Micro-Cap stocks may also have significant company-specific risks that contribute to lower valuations. Investors need to be aware of the higher probability of financial default and higher degree of financial distress inherent in the Small-Cap and Micro-Cap segments of the market. The information, opinions, data, quantitative and qualitative statements contained in this report have been obtained from sources believed to be reliable but have not been independently verified and are not guaranteed as to accuracy nor does it purport to be a complete analysis of every material fact regarding the company, industry, or security. The information, opinions, or recommendations are solely for advisory and informational purposes and are only valid as of the date appearing on the report and are subject to change without notice. Statements in this report that are not historical facts are “forward-looking statements” that involve risks and uncertainties. “Forward looking statements" as defined under Section 27A of the Securities Act of 1933, Section 21B of the Securities Exchange Act of 1934 and the Private Securities Litigation Act of 1995 include words such as “opportunities,” “trends,” “potential,” “estimates,” “may,” “will,” “could,” “should,” “anticipates,” “expects” or comparable terminology or by discussions of strategy. These forward looking statements are subject to a number of known and unknown risks and uncertainties outside of the company's or our control that could cause actual operations or results to differ materially from those anticipated. Factors that could affect performance include, but are not limited to, those factors that are discussed in each profiled company's most recent reports or registration statements filed with the SEC. Investors should consider these factors in evaluating the forward looking statements included in this report and not place undue reliance upon such statements. Investors are encouraged to read investment information available at the websites of the SEC at http://www.sec.gov and FINRA at http://www.finra.org. Copyright © 2014 LifeTech Capital. All Rights Reserved. LifeTech Capital is a division of Aurora Capital LLC member FINRA / SIPC Boca Raton Office 4431 Woodfield Blvd. Boca Raton, FL 33432 Tel: 561-988-9129 Fax: 561-988-9129 StemCells Inc. (STEM) New York Office 17 Park Avenue #201 New York, NY 10016 Tel: 917-834-7206 Fax: 415-887-7814 Page 35 of 35
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