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): November 26, 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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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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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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Item
3.02. Unregistered Sales of Equity Securities.
On
November 26, 2008, NeoStem, Inc. (the “Company”) completed a private placement
of securities pursuant to which $500,000 in gross proceeds was raised (the
“November 2008 private placement”). On November 7, 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 400,000 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 redeemable 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 and are redeemable by the Company if the Common Stock trades at a price
equal to or in excess of $3.50 for a specified period of time. In the November
2008 private placement, the Company thus issued 400,000 Units to the Investor
consisting of 400,000 shares of Common Stock and 400,000 redeemable Warrants,
for an aggregate purchase price of $500,000. The issuance of the Units was
subject to the prior approval of the American Stock Exchange (now known as
the
NYSE Alternext US LLC).
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 November 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.
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:
December 3, 2008