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): July 13, 2009
NEOSTEM,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
(State
or Other Jurisdiction of
Incorporation)
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0-10909
(Commission
File
Number)
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22-2343568
(IRS
Employer
Identification
No.)
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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):
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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
1.02. Termination of a Material Definitive
Agreement.
On July 13, 2009, NeoStem, Inc.
("NeoStem") terminated in accordance with the terms thereof the Share Exchange
Agreement dated November 2, 2008 (the "Share Exchange
Agreement") by and between NeoStem, China StemCell Medical Holding
Limited, a Hong Kong company (the "HK Entity"), Shandong
New Medicine Research Institute of Integrated Traditional and Western Medicine
Limited Liability Company, a China limited liability company (the "Institute Co. ") (its
preexistence is Shandong New Medicine Research Institute of Integrated
Traditional and Western Medicine, “Institute”), Beijing
HuaMeiTai Bio-technology Limited Liability Company (“WFOE”) and Zhao
Shuwei (“HK
Shareholder”). The Share Exchange Agreement provided for a
transaction whereby NeoStem would acquire rights in the Institute Co. in
connection with NeoStem's planned expansion into the People's Republic of China
(the "PRC"). As a result of the termination, the Company will be
relieved of issuing the 5,000,000 shares of its common stock, $.001 par value
that would have been issued under the Share Exchange Agreement.
Beginning in 2009, NeoStem embarked on
other activities to expand its operations into the PRC through a stem cell
division that will be in place of closing on the transactions contemplated by
the Share Exchange Agreement. As a result on July 13, 2009, NeoStem
terminated the Share Exchange Agreement and is in discussions regarding the
possibility of acquiring an option to purchase the Institute Co. during the next
three years.
Item
8.01. Other Events.
On July
16, 2009, the Company announced that it has entered into an advisory consulting
agreement with Dr. Cai Jianqian, (Mrs. Mao) of the Shandong Provincial
Association of Chinese Medicine, to assist the company with its expansion into
China and facilitate collaborations with prestigious hospitals in the People’s
Republic of China.
Dr. Cai
Jianqian, a graduate of Shandong University of Traditional Chinese Medicine, has
held the positions of Chief of the Administration of Chinese Medicine of
Shandong Province, standing Council Member of the China Association of Chinese
Medicine, Chairman of the Medicated Diet Association, Member of the lecturer
team on Chinese acupuncture and moxibustion, and Corporate Representative of the
Shandong Provincial Association of Chinese Medicine.
Dr. Cai
held senior positions at China's State Drug Administration and its predecessor
for many years, was responsible for creating the development strategies and
long-term and middle-term planning of the industry, and is considered by many to
be instrumental in the continual improvement of the standards of medicine,
education and research in the Chinese medicine industry. She was appointed in
1983 to head Chinese Medical Affairs of Shandong province, and during her tenure
the number of Chinese medicine hospitals in Shandong province increased from
eight to 150. In addition to being responsible for having established the
Shandong Academy of Chinese Medicine and the Shandong Academy of Acupuncture and
Moxibustion, she has been consistently praised by the Ministry of Health and the
State Administration of Traditional Chinese Medicine for having made Shandong
province one of the top ranked provinces in the PRC for Chinese medicine
advancement.
A Council
member of the American General Medical Association as well as a member of the
editorial board of The Journal
of American General Medicine, Dr. Cai is responsible for having
established The Chinese Traditional Medicine Center in Chicago, two Chinese
medicine hospitals in South Africa, twelve Chinese medicine outpatient clinics
in Switzerland and the Chinese medicine rehabilitation centers in Poland and
Russia. She has been extensively published in her field and is well regarded for
her work in the research and development of new drugs, including the clinical
study of complex diseases and acute illness, including cancer. She has been
awarded an International MD and is certified by the International Open
Traditional Medicine University & Institute of Medical Science of the United
Nations, and the International Association of Traditional Medicine in Colombo in
1999.
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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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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:
July 17, 2009
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