NeoStem,
Inc.
420
Lexington Avenue, Suite 450
New York,
NY 10170
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February
10, 2010
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EDGAR and
FACSIMILE
Securities
and Exchange Commission
Division
of Corporation Finance
100 F
Street, NE
Washington,
D.C. 20549
Attention: Ms.
Cathey Baker or Mr. James Lopez
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Re:
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NeoStem,
Inc.
Registration
Statement on Form S-1
File
No. 333- 163741
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Ladies
and Gentlemen:
Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the “Act”),
NeoStem, Inc. (the “Company”) respectfully requests that the effective date of
the Registration Statement referred to above be accelerated so that it will
become effective at 5:00 p.m., Washington Time, on Thursday, February 11, 2010,
or as soon thereafter as possible.
We hereby
acknowledge the following:
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·
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that
should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the
filing;
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·
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the
action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company
from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and
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·
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the
Company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United
States.
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Very
truly yours,
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By: /s/ Catherine M.
Vaczy
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Name: Catherine M.
Vaczy
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Title: Vice
President and General Counsel
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CC:
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Facsimile:
703/813-6963
202/772-9206
Gregory
Sichenzia, Esq.
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BY FACSIMILE AND EDGAR
TRANSMISSION
February
10, 2010
Securities
and Exchange Commission
Division
of Corporate Finance
100 F
Street, N.E.
Washington,
D.C. 20549
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Re:
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NeoStem,
Inc.
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Registration Statement
on Form S-1 (File No.
333-163741)
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Ladies
and Gentlemen:
Pursuant
to Rule 461 of Regulation C of the Securities Act of 1933, as amended, the
undersigned hereby joins in the request of NeoStem, Inc. (the "Company") that
the effective date for the above-referenced registration statement (the
“Registration Statement”) be accelerated so that it will be declared effective
by 5:00 p.m. (Eastern Standard Time), on February 11, 2010, or as soon
thereafter as practicable.
Pursuant
to Rule 460 under the Securities Act, we advise you that copies of the
preliminary prospectus, dated February 1, 2010, relating to the above-referenced
offering were distributed as follows from the period from February 1, 2010 to
February 9, 2010:
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1,125
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total
copies distributed;
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0
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copies
to prospective underwriters;
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13
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copies
to prospective dealers;
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728
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copies
to institutional investors; and
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384
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copies
to others.
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On
February 10, 2010, copies of the preliminary prospectus, dated February 10, 2010
were redistributed to the same parties in the amounts set forth
above.
We also
wish to advise you that the underwriter has complied with and will continue to
comply with the requirements regarding the distribution of preliminary
prospectuses and final prospectuses set forth in Rule 15c2-8 under the
Securities Exchange Act of 1934, as amended.
Very
truly yours,
ROTH
CAPITAL PARTNERS, LLC
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/s/
Aaron M. Gurewitz
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| Name: |
Aaron
M. Gurewitz
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| Title: |
Head
of Equity Capital Markets
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