UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(AMENDMENT
NO. 1)
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 29,
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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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)
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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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EXPLANATORY
NOTE:
This Current Report on Form 8-K/A is
being filed by NeoStem, Inc., a Delaware corporation (“NeoStem” or the
“Company”), to amend the Company’s Current Report on Form 8-K, dated October 29,
2009 and filed with the Securities and Exchange Commission on November 4, 2009,
to include the financial statements and pro forma financial information as
required in connection with the transaction reported therein.
Item
9.01. Financial Statements and
Exhibits.
(a)
Financial Statements of Businesses Acquired.
The financial statements required by
Rule 8-04(b) of Regulation S-X (consisting of (i) the audited consolidated
balance sheets of China Biopharmaceuticals Holdings, Inc. (“CBH”) and
subsidiaries as of December 31, 2008 and 2007; the related audited consolidated
statements of operations and comprehensive income, shareholders’ equity, and
cash flows for each of the years in the two-year period ended December 31, 2008;
and the accompanying notes related thereto; and (ii) the unaudited consolidated
balance sheets of CBH and subsidiaries as of September 30, 2009 and December 31,
2008; the related unaudited consolidated statements of operations and
comprehensive income for the three and nine months ended September 30, 2009 and
2008; the related unaudited consolidated statements of cash flows for the nine
months ended September 30, 2009 and 2008; and the accompanying notes related
thereto) were included in NeoStem’s Registration Statement on Form S-1 (File No.
333-163741), filed with the Securities and Exchange Commission on December 15,
2009 and are incorporated by reference herein.
(b)
Pro Forma Financial Information.
The pro
forma financial information required by Rule 8-05 of Regulation S-X (consisting
of the unaudited pro forma condensed combined balance sheets as of September 30,
2009, the unaudited pro forma condensed combined statements of operations for
the nine months ended September 30, 2009 and the twelve months ended December
31, 2008, and the accompanying notes related thereto) was included in NeoStem’s
Registration Statement on Form S-1 (File No. 333-163741), filed with the
Securities and Exchange Commission on December 15, 2009 and is incorporated by
reference herein.
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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:
January 5, 2010
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