UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~January~~June 74, 2009

Stem Cell Innovations, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)


Delaware	0-10379	22-2313648
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

11222 Richmond Ave., Suite 180, Houston, Texas		77082
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		281-679-7900

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 7.01 Regulation FD Disclosure.

~~Item 7.01 Regulation FD Disclosure~~ On ~~December~~May 3129. ~~2008~~2009, Stem Cell Innovations, Inc. (the "Company"). entered ~~raised~~into ~~$300,000~~an ~~through~~agreement ~~the~~with ~~issuance~~Margie toChassman ("Chassman") and Alpha Capital Anstalt ("Alpha"), anpursuant ~~existing~~to ~~stockholder~~which ~~and~~Chassman ~~noteholder~~agreed to provide $500,000 of financingto the Company, ofover a ~~secured~~six-month ~~convertible~~period ~~note. The~~commencing ~~convertible~~upon ~~note,~~approval ~~due~~by ~~December~~the ~~31,~~Company’s ~~2009,~~stockholders isof inamendments to the ~~principal~~Company’s ~~amount~~Certificate of ~~$300,000,~~Incorporation ~~bears~~(the ~~interest~~"Amendments") at reducing the ~~rate~~par value of ~~15%~~the Company’s common stock from $.01 per ~~annum,~~share isto ~~secured~~$.0001 byper ~~all~~share and increasing the ~~assets~~number of ~~the~~authorized ~~Company~~shares ~~and~~of ~~its~~common ~~subsidiaries,~~stock ~~Amphioxus~~from ~~Cell~~4 ~~Technologies,~~billion ~~Inc~~to 20 billion. The ~~and~~financing ~~ACTIVTox~~will ~~Laboratories,~~be ~~Inc~~in exchange for 3-year notes bearing interest at the rate of 8 per cent per annum. It These isnotes will be convertible into ~~shares~~common stock of the Company’s ~~common stock~~ at the ~~lesser~~lower of $0.01 per share or 80% of the average of the lowest three day closing prices of the common stock for the ten days preceding a ~~Conversion~~conversion ~~Date~~request. ~~The~~In connection with this financing, the Company ~~will~~agreed ~~receive~~to further reduce the ~~proceeds~~conversion inprice ~~installments~~on asthe ~~requested~~$1 million of convertible notes held by Chassman, which had been adjusted in the ~~Company~~previously ~~over~~reported ~~six~~December ~~months~~31, 2008 financing to $.0068 per share, to $.0002 per share. ~~Alpha~~This ~~has~~adjustment in the ~~right~~conversion toprice ~~foreclose~~is also conditioned on the Company ~~and~~obtaining ~~all~~stockholder ofapproval ~~its~~to ~~assets~~reduce bythe ~~virtue~~par value of ~~its~~a ~~secured~~share ~~note~~ of ~~November~~its ~~16,~~common ~~2006~~stock to $. In0001 ~~forbearance~~per ofshare ~~this~~and ~~right~~to increase the authorized common stock to 20 billion shares. Moreover, the Company agreed to ~~increase~~exchange the ~~face~~$1 ~~value~~million of ~~Alpha’s~~convertible ~~previous~~ notes byfor ~~25%. In~~$1 ~~connection~~million ~~with~~stated ~~this~~value ~~financing~~of Series 3 Convertible Preferred Stock, ~~the~~which ~~Company~~will ~~paid~~be aconvertible ~~due~~at ~~diligence~~a ~~fee~~rate of ~~400,000,000~~one ~~shares~~share of common stock tofor ~~Alpha~~each $. ~~Certain~~0002 ~~other~~of ~~lenders~~stated ~~agreed~~value toupon ~~fix~~reduction of the ~~conversion~~par ~~price~~value of ~~their~~the ~~convertible~~Company’s ~~notes~~common ~~at $0~~stock.~~03.~~ ~~The~~In ~~Company~~connection ~~will~~with ~~additionally~~this ~~undertake~~financing by Chassman, it was necessary to ~~lower~~procure the ~~par~~waiver ~~value~~by Alpha of ~~the~~its ~~common~~right ~~stock~~of onfirst orrefusal ~~before~~under ~~March~~its financing documents with the Company related to the December 31, ~~2009~~2008 financing. ~~Margie~~As ~~Chassman,~~an ~~another~~inducement ~~lender~~to Alpha to give that waiver, ~~will~~Chassman ~~convert~~agreed ~~certain~~to ofassign ~~her~~150 ~~debt~~million ~~after~~shares of the ~~change. This~~Company’s ~~offering~~common ~~was~~stock ~~made~~to ~~pursuant~~Alpha toor anits ~~exemption~~designee ~~from~~upon ~~registration~~approval ~~provided~~of the Amendments by ~~Section~~the ~~4(2)~~Company’s ofstockholders. As ~~the~~a ~~Securities~~further ~~Act~~condition ofon ~~1933~~Chassman’s agreement to advance the $500,000 asto ~~amended. The~~the Company, ~~anticipates~~the ~~using~~Company ~~the~~agreed ~~proceeds~~to ~~from~~grant, ~~this~~during ~~financing~~the ~~for~~60-day ~~general~~period ~~corporate~~commencing ~~purposes. The~~upon ~~description~~stockholder approval of the ~~terms~~Amendments, offully ~~this~~vested ~~financing~~five-year isstock ~~qualified~~options into ~~its~~James ~~entirety~~Kelly, bythe ~~reference~~Company’s toCEO, and Mark Germain, the ~~full~~Company’s ~~text~~Chairman of the ~~Subscription Agreement~~Board, ~~the~~to ~~Secured~~purchase ~~Note~~common stock representing, respectively, 6% and 4% of the ~~Modification~~fully ~~Agreement,~~diluted ~~copies~~common stock outstanding on the date of ~~which~~the ~~are~~grant ~~annexed~~at ~~hereto~~an asexercise ~~exhibits~~price ~~and~~equal ~~incorporated~~to ~~herein~~the bymarket ~~this~~value ~~reference~~per share of the common stock on that date.

The description of the terms of this financing is qualified in its entirety by reference to the full text of the Modification Agreement, a copy of which is annexed hereto as an exhibit and incorporated herein by this reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Stem Cell Innovations, Inc.
January 7, 2009	By:	James H. Kelly
June 2, 2009	By:	James H. Kelly
		Name: James H. Kelly
		Title: Chief Executive Officer

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Exhibit Index

Exhibit No.		Description
10.1		~~Subscription~~Modification Agreement
10.2		Note
10.3		Modification Agreement

Filing Compare · STEM CELL INNOVATIONS, INC.