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): May 19, 2010
NEOSTEM,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
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):
¨
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
7.01
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Regulation
FD Disclosure
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On May 19, 2010, NeoStem, Inc., a
Delaware corporation (the “Company”), issued a press release pursuant to which
the Company announced a joint initiative between the Company’s charitable
organization, Stem for Life Foundation, and the Vatican’s Pontifical Council for
Culture’s charitable organization, STOQ International (Science Theology and the
Ontological Quest), to expand research and raise awareness of adult stem cell
therapies. A copy of the press release is being furnished as Exhibit
99.1 to this Current Report on Form 8-K.
The
information in this Current Report on Form 8-K under Item 7.01 is being
furnished pursuant to Item 7.01 of Form 8-K. In accordance with
General Instruction B.2 of Form 8-K, the information in this Current Report on
Form 8-K, including, without limitation, Exhibit 99.1, shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that
section. The information in this Current Report on Form 8-K,
including, without limitation, Exhibit 99.1, shall not be incorporated by
reference into any filing or other document pursuant to the Securities Act of
1933, as amended, except as shall be expressly set forth by specific reference
in such filing or document.
Forward Looking
Statements
This
Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements typically
are identified by use of terms such as "may," "will," "should," "plan,"
"expect," "anticipate," "estimate" and similar words, although some
forward-looking statements are expressed differently. Forward-looking
statements represent our management's judgment regarding future
events. Although the Company believes that the expectations reflected
in such forward-looking statements are reasonable, the Company can give no
assurance that such expectations will prove to be correct. All
statements other than statements of historical fact included in this Current
Report on Form 8-K are forward-looking statements. The Company cannot
guarantee the accuracy of the forward-looking statements, and you should be
aware that the Company's actual results could differ materially from those
contained in the forward-looking statements due to a number of factors,
including the statements under "Risk Factors" contained in the Company's reports
filed with the Securities and Exchange Commission.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description
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99.1
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Press
Release, dated May 19, 2010 (Exhibit 99.1 is furnished as part of this
Current Report on Form
8-K).
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2
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Company 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: May 19,
2010
3
NEOSTEM, INC.
420
Lexington Avenue
Suite
450
New York,
New York 10170
Telephone:
212-584-4180
www.neostem.com
Rubenstein
Public Relations
Contact:
John McCook, Tel: 212-843-8365
Email:
jmccook@rubensteinpr.com
FOR IMMEDIATE RELEASE
Breakthrough:
The Pontifical Council for Culture and
NeoStem
Partner to Advance Adult Stem Cell Research
New York,
NY, May 19, 2010 – NeoStem, Inc., (NYSE Amex: NBS) ("NeoStem" or the "Company"),
an international biopharmaceutical company with operations in the US and China,
and the Vatican’s Pontifical Council for Culture, today announced a joint
initiative that includes their charitable organizations to expand research and
raise awareness of adult stem cell therapies. NeoStem’s Stem for Life
Foundation, formed to create awareness about the promise of adult stem cells to
treat disease, and the Pontifical Council’s Foundation, called STOQ
International (Science Theology and the Ontological Quest), will work on a
variety of collaborative activities with the goal of
advancing scientific research on adult stem cells, exploring their
clinical application in the field of regenerative medicine and the cultural
relevance of such a fundamental shift in medical treatment options, particularly
with regard to the impact on theological and ethical issues.
“Considering
the potential implication of scientific investigation, medical applicability and
the cultural impact of research on adult stem cells, we view the collaboration
with NeoStem as a critical effort,” said Reverend Tomasz Trafny, of the
Pontifical Council for Culture. “Through educational initiatives with NeoStem
and sponsorship of scientific research programs involving cutting edge adult
stem cell science which does not hurt human life, we come one step closer to a
breakthrough that can relieve needless human suffering. We are particularly
excited about NeoStem’s VSEL™ technology and believe that mutual collaboration
between NeoStem and the Pontifical Council for Culture could lead to significant
financial commitment to support VSEL™ technology research.”
NeoStem
acquired the worldwide exclusive rights to VSEL™ technology in 2007. Very small
embryonic-like stem cells, which form the basis of the VSEL™ technology, have
physical characteristics typically found in embryonic stem cells, including the
ability to differentiate into specialized cells found in different types of
tissue that would be able to interact with the specific organ in order to repair
degenerated, damaged or diseased tissue. This opens the door to the
possibility of achieving the positive benefits associated with embryonic stem
cells without the ethical or moral dilemmas as well as other negative effects
associated with embryonic stem cells. “For over 40 years, physicians have been
using adult stem cells to treat various blood cancers, but only recently has the
promise of using adult stem cells to treat a significant number of other
diseases begun to be realized. There are tremendous clinical and economic
advantages to autologous stem cell transplantation (receiving your own stem
cells) as there are no issues with immune rejection. Engraftment with your own
stem cells is faster, safer and much less costly than receiving someone else’s
stem cells (allogeneic)” said Dr. Robin L. Smith, Chairman and CEO of NeoStem.
“Providing critical support to drive research and therapy efforts, this
commitment is a milestone for the field of regenerative medicine,” added Dr.
Smith.
As part
of the collaboration, NeoStem and the Pontifical Council will pursue the
development of educational programs, publications and academic courses with an
interdisciplinary approach for theological and philosophical faculties,
including those of bioethics, around the world.
One of
the exciting planned initiatives will be a three day International Conference at
the Vatican on adult stem cell research, including VSEL™ technology, that will
focus on medical research presentations and theological and philosophical
considerations and implications of scientific achievements.
All
initiatives will aim at providing information, teaching and research regarding
important issues of human health and of the present and future of medical
progress in relation to adult stem cell research and with respect to the great
value of human life. NeoStem and the Pontifical Council for Culture through
their collaboration aspire to reach religious leaders and academicians working
in the Pontifical and Catholic Institutions but also to extend their work and
results to different institutions beyond the catholic environment.
To
officially launch the initiative, the Vatican’s Pontifical Council for Culture
will co-host a media briefing with officials of NeoStem Tuesday,
May 25th at 11:00
a.m. at the Regency Hotel in the Ballroom at 540 Park Avenue in New York,
NY. The briefing
will announce details of a joint initiative between their charitable
organizations to expand research and raise awareness of the adult stem cell
therapies to advance regenerative medicine breakthroughs. Reverend Tomasz Trafny
and Dr. Smith will offer details about the planned collaborative activities that
will be conducted to explore adult stem cells and their clinical application in
the field of regenerative medicine. The two will also discuss the cultural
relevance of such a fundamental shift in medical treatment options, particularly
with regard to the impact on theological and ethical issues. Later in
the day, at 1:00 p.m., Dr. Smith will provide corporate updates and discuss
important advances in NeoStem’s business at the NASDAQ MarketSite, 4 Times
Square, New York, NY.
About NeoStem,
Inc.
NeoStem,
Inc. is engaged in the development of stem cell-based therapies, pursuit of
anti-aging initiatives and building of a network of adult stem cell collection
centers in the U.S. and China that are focused on enabling people to donate and
store their own (autologous) stem cells for their personal use in times of
future medical need. The Company is also the licensee of various stem cell
technologies, including a worldwide exclusive license to VSELTM
technology which uses very small embryonic-like stem cells, shown to have
several physical characteristics that are generally found in embryonic stem
cells, and is pursuing the licensing of other technologies for therapeutic use.
NeoStem's majority-controlled Chinese pharmaceutical operation, Suzhou Erye,
manufactures and distributes generic antibiotics in China. For more information,
please visit: http://www.neostem.com.
About Pontifical Council for
Culture
The
Pontifical Council for Culture is that Dicastery of the Roman Curia which
assists the Pontiff in the exercise of his supreme pastoral office for the
benefit and service of the universal Church and of particular Churches
concerning the encounter between the saving message of the Gospel and cultures,
in the study of the weighty phenomena of the rift between the Gospel and
cultures; indifference in matters of religion; unbelief. It is also concerned
with relationships between the Church and the Holy See and the world of culture;
in particular it promotes dialogue with contemporary cultures, so that human
civilization may become increasingly open to the Gospel, and so that men and
women of science, letters and the arts may know that the Church acknowledges
their work as a service to truth, goodness and beauty.
Among
different tasks that have been given to the Pontifical Council for Culture, some
are related to the collaboration with different cultural and scientific
institutions. Those tasks are the following:
- To
co-operate with Catholic universities and international organisations of a
historical, philosophical, theological, scientific, artistic or intellectual
nature, and to promote co-operation amongst them (John Paul II, Personal Letter
to the Cardinal Secretary of State, 20 May 1982 concerns foundation of the
Pontifical Council for Culture).
- To keep
up with the activities of international bodies like UNESCO and the Council of
Europe, which are concerned with culture, the philosophy of science and human
sciences, and to ensure the effective participation of the Holy See in
international congresses concerned with science, culture and education (Cf.
ibid.).
- To
facilitate Church-culture dialogue at the level of universities and research
centres, organisations of artists and specialists, researchers and scholars, and
to promote meetings of note in and through these sectors of culture (Cf.
ibid.).
Forward-Looking Statements
of NeoStem, Inc.
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. Forward looking statements include
statements herein with respect to the initiatives surrounding the collaboration
with the Pontifical Council for Culture about which no assurances can be given.
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 "Risk Factors" described in
the Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 31, 2010, as well as other periodic filings made with the
Securities and Exchange Commission. The Company's further development is highly
dependent on future medical and research developments and market acceptance,
which is outside its control.