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): October 15, 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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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CAUTION
REGARDING FORWARD-LOOKING STATEMENTS
This
Current Report on Form 8-K of NeoStem, Inc. (the “Company”) contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known
and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company, or industry results, to
be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. When used in this
Report, statements that are not statements of current or historical fact may
be
deemed to be forward-looking statements. Without limiting the foregoing, the
words "plan", "intend," "may," "will," "expect," "believe", "could,"
"anticipate," "estimate," or "continue" or similar expressions or other
variations or comparable terminology are intended to identify such
forward-looking statements. Forward-looking statements may not be realized
due
to a variety of factors, including, without limitation, (i) the Company’s
ability to manage the business despite continuing operating losses and cash
outflows; (ii) the Company’s ability to obtain sufficient capital or a strategic
business arrangement to fund its operations; (iii) the Company’s ability to
build the management and human resources and infrastructure necessary to support
the growth of the business; (iv) competitive factors and developments beyond
the
Company’s control; (v) scientific and medical developments beyond the Company’s
control; (vi) the Company’s inability to obtain appropriate governmental
licenses or any other adverse effect or limitations caused by government
regulation of the business; (vii) whether any of the Company’s current or future
patent applications result in issued patents; and (viii) the other factors
listed under “Risk Factors” in our annual report on Form 10-K/A for the year
ended December 31, 2007 and other reports that we file with the Securities
and
Exchange Commission. The Company’s filings with the Securities and Exchange
Commission are available for review at www.sec.gov
under
“Search for Company Filings.” Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
hereof. Except as required by law, the Company undertakes no obligation to
update any forward-looking statements, whether as a result of new information,
future events or otherwise.
Item
3.02. Unregistered Sales of Equity Securities.
On
October 23, 2008, the Company completed a private placement of securities
pursuant to which $250,000 in gross proceeds was raised (the “October 2008
private placement”). On October 15, 2008, the Company entered into a
Subscription Agreement (the "Subscription Agreement") with an accredited
investor listed therein (the "Investor"). Pursuant to the Subscription
Agreement, the Company issued to the Investor 200,000 units (the "Units") at
a
per-unit price of $1.25, each Unit comprised of one share of its common stock,
par value $.001 per share (the "Common Stock") and one five-year warrant to
purchase one share of Common Stock at a purchase price of $1.75 per share (the
"Warrants"). The Warrants are not exercisable for a period of six months. In
the
October 2008 private placement, the Company thus issued 200,000 Units to the
Investor consisting of 200,000 shares of Common Stock and 200,000 Warrants,
for
an aggregate purchase price of $250,000. The issuance of the Units was subject
to the prior approval of the American Stock Exchange, which approval was
obtained on October 23, 2008, and on that date the Units were issued.
Pursuant
to the terms of the Subscription Agreement, the Company is required to prepare
and file no later than one hundred and eighty (180) days after the final closing
of the October 2008 private placement, a Registration Statement with the SEC
to
register the resale of the shares of Common Stock issued to the Investor and
the
shares of Common Stock underlying the Warrants.
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 an “accredited
investor,” as such term is defined in Rule 501(a) of Regulation D
promulgated under the Securities Act.
Item
8.01. Other Events.
NeoStem
Secures $800,000 in Federal Funding
The
Company is to be the recipient of $800,000 in Federal funding through a U.S.
Department of Defense FY09 Appropriations Bill. The Company intends to use
the
funds to evaluate the potential use of adult stem cell therapy for treating
injuries suffered by members of the U.S. military and first responders, such
as
radiation exposure, severe burns, crush injuries of the bone and chronic open
wounds.
Relationship
with New England Cryogenic Center, Inc.
As
previously reported, effective as of August 15, 2007, the Company entered into
a
Master Services Agreement (the "services agreement") with New England Cryogenic
Center, Inc. ("NECC"), a leader in cryogenics for over 25 years. The services
agreement provides for the parties to enter into a statement of work for each
specific project to be performed by NECC thereunder. Effective as of August
15,
2007, the parties entered into the first statement of work under the services
agreement pursuant to which NECC provides additional processing and cryogenic
storage to the Company at its FDA registered and licensed facility in Newton,
Massachusetts (the “NECC Facility”). On October 15, 2008, effective as of
October 1, 2008, the parties entered into the second statement of work (“Second
SOW”) under the services agreement to establish at the NECC Facility research
and development capabilities for the Company. As previously reported, we had
recently entered the research and development arena through our acquisition
from
the University of Louisville of a worldwide exclusive license to an early-stage
technology to identify and isolate rare stem cells from adult human bone marrow,
called VSEL (very small embryonic-like) stem cells. VSELs have many physical
characteristics typically found in embryonic stem cells, including the ability
to differentiate into specialized cells found in substantially all the different
types of cells and tissue that make up the body.
The
Second SOW relates to the use by the Company of shared laboratory space and
equipment at the NECC facility to perform Company independent research as well
as isolation and processing of VSELs. It also relates to research and
development services that may be requested by the Company from New England
Cell
Therapies and Applied Research (“NECTAR”), a division of NECC, from time to time
at the NECC Facility, and the use by the Company of certain administrative
space
next to the NECC Facility. The Second SOW calls for a monthly rental fee to
be
paid to NECTAR for the shared laboratory space and the administrative space,
of
$5,000 for the first twelve months and $6,000 per month thereafter. Services
of
NECTAR technical and scientific personnel and equipment, is available for a
specified fee. The Company also has the right to open an adult stem cell
collection center at the NECC Facility upon receipt of applicable regulatory
approval, subject to the agreement of the parties on appropriate space. The
Company will be responsible for all costs involved in opening and operating
any
such collection center and for regulatory compliance. The Second SOW also
provides for NECTAR’s use of certain of the Company’s equipment and scientific
and technical personnel for specified fees. The Second SOW has a term of two
years and may be earlier terminated by either party upon 180 days’ prior written
notice. The services agreement is for an initial term of five years, with
automatic renewal for consecutive two year periods at the end of the initial
term.
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.
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NEOSTEM,
INC.
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By:
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/s/
Catherine M. Vaczy
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Catherine
M. Vaczy
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Vice
President and General Counsel
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Dated:
October 29, 2008