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): July 24, 2008
NEOSTEM,
INC.
(Exact
name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
0-10909
|
|
22-2343568
|
|
|
|
(State
or Other
|
|
(Commission
|
|
(IRS
Employer
|
|
|
|
Jurisdiction
of
|
|
File
Number)
|
|
Identification
No.)
|
|
|
|
Incorporation)
|
|
|
|
|
|
|
|
420
Lexington Avenue, Suite 450
|
|
|
|
|
|
New
York, New York
|
|
10170
|
|
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
|
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))
|
CAUTION
REGARDING FORWARD-LOOKING STATEMENTS
Item
3.02. Unregistered Sales of Equity Securities.
To
enhance its visibility with investors and consumers the Company has entered
into
agreements relating to public relations and investor relations activities.
On
July
28, 2008, in furtherance of the Company’s desire to increase its presence in the
health and wellness industry, the Company entered into a two year consulting
agreement with Margula Company LLC (“Margula”), pursuant to which Margula will
provide various promotional services to the Company, including various speaking
engagements (the “Margula Consulting Agreement”). These services will be
primarily provided through Suzanne Somers. In consideration therefor, the
Company will issue to Margula a five year warrant (the “Warrant”) to purchase up
to an aggregate of 600,000 shares of common stock of the Company, par value
$.001 per share (the “Common Stock”) at $0.78 per share (the closing price of
the Common Stock on the American Stock Exchange on the commencement date of
the
agreement) (the “Commencement Date”), which shall vest and become exercisable as
to: (i) 200,000 shares upon the completion of a stated milestone; (ii) 100,000
shares upon the earlier of the completion of a stated milestone and December
31,
2008; (iii) 100,000 shares upon the earlier of the completion of an additional
stated milestone and December 31, 2008; (iv) 100,000 shares upon the earlier
of
the completion of a stated milestone and September 30, 2009; and (v) 4,167
shares on each monthly anniversary of the Commencement Date through July 28,
2010 (with the final monthly vesting being 4,159), so long as on the respective
vesting date the Margula Consulting Agreement shall not have been terminated.
The effectiveness of the Warrant is subject to the prior approval of the
American Stock Exchange. Pursuant to the terms of the Warrant, the Company
is
required to prepare and file no later than February 1, 2009, a Registration
Statement with the SEC to register the resale of the shares of Common Stock
underlying the Warrant.
On
May
29, 2008, the Company entered into a three month consulting agreement with
a
public relations and communications consultant focusing on specific consumer
demographics. As partial consideration for these services, the Company agreed
to
issue: (i) 20,000 shares of Common Stock on each of (a) the date of execution
of
the agreement (the “Execution Date”), (b) thirty days after the Execution Date,
and (c) sixty days after the Execution Date; and (ii) a five year warrant to
purchase up to 30,000 shares of Common Stock, exercisable as to 10,000 shares
each at $3.00, $4.00 and $5.00, respectively. The issuance of the securities
under this agreement was subject to the approval of the American Stock
Exchange, which approval was obtained on June 20, 2008 and the initial payments
in Common Stock and the Warrant were issued. On July 26, 2008, the Company
terminated this Agreement and the final 20,000 shares will not be issued.
On
June
11, 2008, the Company entered into a three month consulting agreement with
an
investor relations consultant. As consideration for these services, the Company
agreed to issue: (i) 50,000 shares of Common Stock, vesting as to 25,000 shares
on the date of execution of the consulting agreement (the “Execution Date”) and
25,000 shares 91 days thereafter; and (ii) a five year warrant (the “Warrant”)
to purchase up to 250,000 shares of Common Stock, vesting as to 41,667 shares
on
the Execution Date and each of the first, second, third, fourth and fifth
monthly anniversaries of the Execution Date (each, a “Vesting Date”) (except it
shall vest as to 41,666 shares on the fourth and fifth anniversaries); provided,
that on each Vesting Date the consulting agreement shall continue to be in
effect, at an exercise price per share as follows: (a) as to 50,000 shares
at an
exercise price of $1.00 per share, (b) as to an additional 50,000 shares at
an
exercise price of $1.30 per share, (c) as to an additional 50,000 shares at
an
exercise price of $1.75 per share; (d) as to an additional 50,000 shares at
an
exercise price of $2.00 per share, and (e) as to an additional 50,000 shares
at
an exercise price of $3.00 per share. The issuance of the securities under
this
agreement was subject to the approval of the American Stock Exchange, which
approval was obtained on June 20, 2008 and the initial payments in Common Stock
and the Warrant were issued. Pursuant to the terms of the agreement, the Company
was required to prepare and file (and did so on a timely basis) no later than
July 3, 2008, a Registration Statement with the SEC to register the resale
of
the shares of Common Stock issued to the consultant and the shares of Common
Stock underlying the Warrant.
As
previously reported, 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 agreed
to
issue shares of Common Stock with a $45,000 value based on the five day average
of the closing prices of the Common Stock preceding 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
and as previously reported, the initial payment of 9,516 shares were issued
on
March 20, 2008, the date of such approval. The following additional shares
have
been issued to the financial advisor pursuant to the terms of the agreement:
5,482 shares on April 15, 2008; 5,778 shares on May 15, 2008; 9,282 shares
on
June 15, 2008; and 8,803 shares on July 15, 2008.
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.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective
July 24, 2008, Renee Cohen resigned from her position as Vice President -
Operations and Corporate Strategy of NeoStem, Inc. The Company does not
anticipate replacing this position as it anticipates outsourcing much of its
operations through the expansion of strategic relationships.
Item
8.01. Other Events.
On
July
29, 2008, the Company issued a press release announcing the entry of the Company
into the Margula Consulting Agreement described in Item 3.02. A copy of the
press release is attached as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
|
Exhibit
|
Description
|
Reference
|
|
Exhibit
99.1
|
Press
Release dated July 29, 2008
|
99.1
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Catherine M. Vaczy
|
|
|
|
Catherine
M. Vaczy
|
|
|
|
Vice
President and General Counsel
|
|
Dated:
July 30, 2008
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
|
|
|
Exhibit
99.1
|
Press
Release dated July 29, 2008
|
Exhibit
99.1
|
Press
Release
|
Source:
NeoStem, Inc.
|
|
Suzanne
Somers To Promote Growing Importance of Storing Your Own Adult Stem
Cells
Under Alliance With NeoStem, Inc.
Tuesday
July 29, 8:50 am ET
|
Successful
Actress, Author, Businesswoman and Medical Advocate to Assist NeoStem in Public
Awareness Program
NEW
YORK,
July 29 /PRNewswire-FirstCall/ -- NeoStem, Inc. (Amex: NBS
-
News)
has
announced an alliance with Suzanne Somers to create a multi-year awareness
program to help educate the public on the increasing importance of adult stem
cell collection and long term storage. Ms. Somers has authored 17 books to
date
focusing on healthy living and anti-aging medicine and is a number 1 New York
Times bestselling author. In her latest book Breakthrough, Ms. Somers explores
cutting-edge science and delivers a smart, proactive review of the newest
treatments for breakthrough health and longevity. "Stem cell therapy is the
most
exciting new breakthrough in medicine. It gives me great peace of mind to know
that my own stem cells will be banked as bio-insurance for me. Now I am prepared
for my future as the beneficiary of medical benefits while I am alive."
This
adult stem cell public awareness program is expected to be launched in September
of 2008. The timing of the campaign was designed to coincide with the
establishment of new stem cell collection centers in certain major metropolitan
areas. Ms. Somers is scheduled to have her stem cells collected at the new
location of the California HealthSpan Institute in San Diego, so that they
are
available to her for her use in the future as physician confidence in adult
stem
cell therapy grows. In addition to distributing the filming of Ms. Somers'
own
adult stem cell collection, NeoStem may feature her in print, TV and online
promotions. Ms. Somers has become a supporter of adult stem cell research and
the potential of using one's own stem cells as part of a conventional therapy
to
treat disease and reverse tissue damage.
Dr.
Robin
Smith, Chairman and CEO of NeoStem commented, "We are excited to have as a
spokesperson someone as well loved by the public as Suzanne who is so passionate
about health and wellness in general, and regenerative medicine in particular.
We view her as an important driver in our mission to create awareness among
the
general public of the promise of adult stem cells and communicate the growing
importance of storing one's own stem cells in the event of future medical need
to treat such health problems as cancer, diabetes, and heart and vascular
disease, among others. With the new members of the NeoStem network, we believe
we are well positioned to begin servicing the increase in demand anticipated
from the launch of this public awareness program."
About
NeoStem, Inc.
NeoStem
is developing a network of adult stem cell collection centers that are focused
on enabling people to donate and store their own (autologous) stem cells when
they are young and healthy for their personal use in times for future medical
need. The Company has also recently entered into research and development
through the acquisition of a worldwide exclusive license to technology to
identify and isolate VSELs (very small embryonic-like stem cells), which have
been shown to have several physical characteristics that are generally found
in
embryonic stem cells.
About
the
California HealthSpan Institute, Inc.
California
HealthSpan Institute (CHI), founded by Ron Rothenberg, MD, FACEP, in 1998 was
designed to offer a unique anti-aging program for each client that specifically
meets his or her needs. Specializing in anti-aging and preventative medicine,
CHI begins with a nutritional assessment to address health conditions. CHI
provides bioidentical hormone replacement therapy to allow clients to live
at a
level of optimum wellness.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
reflect management's current expectations, as of the date of this press release,
and involve certain risks and uncertainties. The Company's actual results could
differ materially from those anticipated in these forward-looking statements
as
a result of various factors. Factors that could cause future results to
materially differ from the recent results or those projected in forward-looking
statements include the "Risk Factors" described in the Company's periodic
filings with the Securities and Exchange Commission. The Company's further
development is highly dependent on future medical and research developments
and
market acceptance, which is outside its control.
Contact:
NeoStem,
Inc.
Robin
Smith, Chief Executive Officer
T:
212-584-4180
E:
rsmith@neostem.com
www.neostem.com