UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): March 20, 2008
NEOSTEM,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-10909
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22-2343568
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(State
or Other
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(Commission
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(IRS
Employer
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Jurisdiction
of
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File
Number)
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Identification
No.)
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Incorporation)
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420
Lexington Avenue, Suite 450
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New
York, New York
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10170
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (212) 584-4180
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 (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.02 Unregistered Sales of Equity Securities
In
connection with navigating the public equities markets, and seeking potential
acquisition candidates, both domestically and abroad, the Company has engaged
a
number of financial and IR advisors. Given the current depressed price of
the
Company’s common stock, these parties as well as other advisors have
considered it desirable to receive a portion or all of their compensation
in
shares of the Company’s common stock as decribed below.
In
November 2007, the Company entered into a one year consulting agreement with
a
corporate consulting firm. As consideration for these services, in December
2007
the Company issued 75,000 shares of its Common Stock to the consultant. The
issuance of such shares was subject to the approval of the American Stock
Exchange, which approval was obtained on November 30, 2007.
Effective
as of January 1, 2008, the Company entered into a one year consulting agreement
with a financial services firm. As consideration for these services, on February
15, 2008 the Company issued to the consultant, (i) 50,000 shares of Common
Stock; and (ii) two warrants to purchase an aggregate of 120,000 shares of
Common Stock. The first warrant grants the consultant the right to purchase
up
to 20,000 shares of Common Stock at a per share purchase price equal to $2.00;
and the second Warrant grants the consultant the right to purchase up to
100,000
shares of Common Stock at a per share purchase price equal to $5.00, all
as set
forth in the Warrants. The Warrants shall vest on a pro rata basis so long
as
services continue to be provided under the agreement and are exercisable
until
January 1, 2013. The issuance of such securities was subject to the approval
of
the American Stock Exchange, which approval was obtained on February 15,
2008.
On
February 8, 2008, the Company entered into a one year consulting agreement
with
a law firm to assist in funding efforts from the State and Federal Governments
as well as other assignments from time to time, in consideration for which
it
issued to the firm 40,000 shares that vest ratably on a monthly basis during
2008. The issuance of the shares was subject to the approval of the American
Stock Exchange. Such approval was obtained on March 20, 2008 and on that
date
these shares were issued.
On
February 15, 2008, the Company entered into a six month engagement agreement
with a financial advisor pursuant to which they are acting as the Company’s
exclusive financial advisor for the term in connection with a potential
acquisition of a revenue generating business, in the United States or abroad,
or
similar transaction. As partial consideration, the Company will issue shares
of
Common Stock with a $45,000 value based on the five day average of the closing
prices of the Common Stock predeeding the date of issuance which shall be
paid
on a pro rata basis during the term of the agreement. The issuance of such
securities was subject to the approval of the American Stock Exchange. Such
approval was obtained on March 20, 2008, and on that date the Company issued
to
the financial advisor the initial payments in stock under the agreement totaling
9,516 shares.
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On
February 20, 2008, the Company entered into a six month advisory services
agreement with a financial securities firm. As consideration for such services,
the Company has agreed to issue 150,000 shares of Common Stock that shall
vest
over the term of the Agreement, provided that the agreement continues to
be in
effect. The issuance of such securities was subject to the approval of the
American Stock Exchange. Such approval was obtained on March 20, 2008, and
on
that date the Company issued under the advisory services agreement the initial
payments in stock totaling 50,000 shares.
On
February 25, 2008, the Company entered into a six month consulting agreement
with an investor relations advisor who has provided investor relations and
media
services to the Company since 2005. In consideration for providing services
under the Agreement, the Company agreed to issue to the advisor an aggregate
of
50,000 shares of Common Stock. The issuance of such shares was subject to
the
approval of the American Stock Exchange. Such approval was obtained on March
20,
2008 and on that date these shares were issued.
The
offer
and sale by the Company of the securities described above were made in reliance
upon the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended (the “Securities Act”), for transactions by
an issuer not involving a public offering. The offer and sale of such securities
were made without general solicitation or advertising to “accredited investors,”
as such term is defined in Rule 501(a) of Regulation D promulgated
under the Securities Act.
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SIGNATURE
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.
| NEOSTEM, INC. | ||
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| By: | /s/ Catherine M. Vaczy | |
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Catherine M. Vaczy |
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| Vice President and General Counsel | ||
| Dated: March 26, 2008 | ||
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