SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): February 10, 2009
NEOSTEM,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction of Incorporation)
|
0-10909
(Commission
File
Number)
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22-2343568
(IRS
Employer Identification No.)
|
420 Lexington Avenue, Suite
450, New York, New York 10170
(Address
of Principal Executive Offices)(Zip Code)
(212)
584-4180
Registrant's
Telephone Number
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
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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)
|
|
o
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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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o
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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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On
February 10, 2009, NeoStem, Inc. (the “Company”) received notice from the NYSE
Alternext US (the “Alternext”) indicating that the Company is not in
compliance with Section 704 of the Alternext Company Guide (the “Guide”), which
requires a listed company to hold meetings of its shareholders
annually.
On
November 3, 2008, the Company had announced that it planned to hold a
shareholder meeting to obtain approval of (i) a Share Exchange Agreement to
acquire through a series of contractual arrangements control over Shandong New
Medicine Research Institute of Integrated Traditional and Western Medicine
Limited Liability Company, a China limited liability company and (ii) an
Agreement and Plan of Merger with China Biopharmaceuticals Holdings, Inc., a
Delaware corporation ("CBH"), China Biopharmaceuticals Corp., a British Virgin
Islands corporation and wholly-owned subsidiary of CBH, and CBH Acquisition LLC,
a Delaware limited liability company and wholly-owned subsidiary of NeoStem to
acquire a 51% ownership interest in Suzhou Erye Pharmaceuticals Company Ltd., a
Sino-foreign joint venture with limited liability organized under the laws of
the People’s Republic of China. It had been the Company’s
understanding that this series of events constituted sufficiently unusual
circumstances to permit a single combined meeting be held in 2009 and that this
would be in compliance with Section 704.
The
Company has been afforded the opportunity to submit a plan of compliance to the
Alternext by March 10, 2009, that demonstrates it will bring it back into
compliance by August 11, 2009 and the Company will submit such a
plan. If the Company does not submit a plan or if the plan is not
accepted by the Alternext, the Company may be subject to delisting procedures as
set forth in Section 1010 and Part 12 of the Guide.
On
February 13, 2009, we issued a press release announcing the matters discussed
above. The full text of the press release is attached as Exhibit 99.1 to this
report.
Item
9.01 Financial Statements and Exhibits
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Exhibits
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99.1
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Press release issued by NeoStem,
Inc. dated February 13, 2009
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, NeoStem 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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||
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By:
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/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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||
Date: February 17,
2009
Exhibit
99.1
NEOSTEM
RECEIVES NOTICE OF NONCOMPLIANCE FROM NYSE ALTERNEXT US
NEW
YORK--(February 13, 2009)--NeoStem, Inc. (NYSE Alternext US:NBS - News),
On
February 10, 2009, NeoStem, Inc. (the “Company”) received notice from the NYSE
Alternext US (the “Alternext”) indicating that the Company is not in
compliance with Section 704 of the Alternext Company Guide (the “Guide”), which
requires a listed company to hold meetings of its shareholders
annually.
On
November 3, 2008, the Company had announced that it planned to hold a
shareholder meeting to obtain approval of (i) a Share Exchange Agreement to
acquire through a series of contractual arrangements control over Shandong New
Medicine Research Institute of Integrated Traditional and Western Medicine
Limited Liability Company, a China limited liability company and (ii) an
Agreement and Plan of Merger with China Biopharmaceuticals Holdings, Inc., a
Delaware corporation ("CBH"), China Biopharmaceuticals Corp., a British Virgin
Islands corporation and wholly-owned subsidiary of CBH, and CBH Acquisition LLC,
a Delaware limited liability company and wholly-owned subsidiary of NeoStem to
acquire a 51% ownership interest in Suzhou Erye Pharmaceuticals Company Ltd., a
Sino-foreign joint venture with limited liability organized under the laws of
the People’s Republic of China. It had been the Company’s
understanding that this series of events constituted sufficiently unusual
circumstances to permit a single combined meeting be held in 2009 and that this
would be in compliance with Section 704.
The
Company has been afforded the opportunity to submit a plan of compliance to the
Alternext by March 10, 2009, that demonstrates it will bring it back into
compliance by August 11, 2009 and the Company will submit such a
plan. If the Company does not submit a plan or if the plan is not
accepted by the Alternext, the Company may be subject to delisting procedures as
set forth in Section 1010 and Part 12 of the Guide.
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 of future medical
need. The Company has also 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.
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 uncertainty of whether interest in and awareness of the
Company's adult stem cell collection and storage services will continue, the
uncertainty of whether adult stem cell therapy will ever become widely accepted
as a standard therapeutic treatment, the uncertainty of whether the Company's
operations will ever generate significant revenues, the uncertainty of whether
the Company compliance plan will be met and those set forth under "Risk Factors"
described in the Company's periodic filings with the Securities and Exchange
Commission.
Contact:
NeoStem,
Inc.
Robin
Smith, Chief Executive Officer
T:
212-584-4180
E:
rsmith@neostem.com
www.neostem.com
420
Lexington Avenue │ Suite 450 │ NYC│ 10170 │ Phone: (212) 584-4180 │ Fax: (646)
514-7787
www.neostem.com