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 17, 2010
NEOSTEM,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-10909
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22-2343568
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File
Number)
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(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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 8.01
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Other
Events
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On
May 17, 2010, RimAsia Capital Partners LP ("RimAsia"), the holder of
8,177,512 shares of Series C Convertible Preferred Stock ("Series C Preferred
Stock") issued by NeoStem, Inc. (the “Company”), at its option, converted its
8,177,512 shares of Series C Preferred Stock into 9,086,124 shares of the
Company's common stock at a conversion price of $0.90.
Following
this conversion, there are no shares of Series C Preferred Stock outstanding and
RimAsia will not be entitled to receive any dividends on such shares, to receive
notices or to vote such shares or to exercise or to enjoy any other powers,
preferences or rights in respect thereof; provided however that RimAsia will be
entitled to receive a cash payment on January 1, 2011, which is the next
dividend payment date, equal to any dividends accrued but unpaid through May 17,
2010. Immediately following this conversion, the Company had
53,034,089 shares of common stock outstanding.
On May
20, 2010, the Company issued a press release regarding the conversion of the
Series C Preferred Stock. A copy of the Company's press release is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits
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Exhibit Number
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Description
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99.1
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Press
Release dated May 20, 2010.
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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.
| 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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|||
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Title: Vice
President and General Counsel
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|||
Date: May 21, 2010
Exhibit 99.1
NeoStem
Announces Conversion of Convertible Preferred Stock by Principal
Shareholder
NeoStem
Shareholder Equity Increases by $13.7 million
Press Release Source: NeoStem,
Inc. On Thursday May 20, 2010, 10:27 am
NEW YORK,
May 20 /PRNewswire-Asia-FirstCall/ -- NeoStem, Inc. (NYSE Amex: NBS) ("NeoStem"
or the "Company"), an international biopharmaceutical company with operations in
the U.S. and China, is pleased to announce the conversion of Convertible
Redeemable Series C Preferred Stock (Series C Preferred) by RimAsia Capital
Partners, LP ("RimAsia"), a principal shareholder. With the conversion of the
Series C Preferred, the Company will no longer be required to pay the annual
dividend and expects to recognize cash savings of $408,875 per
year.
RimAsia
has exercised its right to convert its 8,177,512 shares of Series C Preferred,
issued in October 2009 as part of the China Biopharmaceutical Holdings
acquisition, into 9,086,124 shares of the Company's common stock. RimAsia is
currently subject to a lock-up agreement through the end of the summer
2010.
"We are
both pleased and encouraged by the recent positive developments at NeoStem,
which prompted our decision to convert all of the Series C Preferred held by us
into NeoStem common shares. By doing so now, RimAsia will release the Company
from a 5% per annum cumulative dividend charge on the income statement,
significantly improve its balance sheet by reclassifying the principal amount
(approximately $13.7 million) from its accounting treatment as temporary equity
to shareholder equity, and provide NeoStem with an expanded primary equity base
and a significantly higher market cap," said Eric Wei, the Managing Partner of
RimAsia and a member of the Company's board of directors.
"This
decision by RimAsia also reflects our encouragement from the rapid expansion,
successful pursuit, and strong execution of NeoStem's business strategies on
multiple fronts by management. We are also impressed with the Company's outlook
and especially the recent partnership with the Pontifical Council for Culture,
which we believe will leapfrog NeoStem to the forefront of the stem cell
community," added Mr. Wei. "This collaboration with the Pontifical Council for
Culture highlights the quality of NeoStem's technology and we are delighted to
be able to provide our further support through the conversion of the Series C
Preferred."
"We
appreciate RimAsia's ongoing support of our endeavor to leverage our adult stem
cell technologies to revolutionize the treatment paradigm for a wide range of
disease. We are excited about our recent collaboration with the Pontifical
Council for Culture, which validates our leadership and strategy in the stem
cell field," said Robin Smith, M.D., NeoStem's CEO and Chairman of the board of
directors. "The Company has transformed significantly over the past year to
become a sophisticated international biopharmaceutical company with multiple
commercial revenue streams. We thank RimAsia and all of our shareholders for the
continued support in NeoStem to grow our adult stem cell platform in the U.S.
and China, and to expand the capacity of our majority-owned Suzhou Erye
subsidiary in anticipation of the significant growth in China's pharmaceutical
market."
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 also has licensed various stem cell
technologies, including a worldwide exclusive license to VSEL(TM) 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
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. Forward looking statements include
statements herein with respect to the benefits associated with the conversion of
the Series C Preferred Stock by RimAsia, 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 and the Company's Quarterly Report on Form 10-q
filed with the Securities and Exchange Commission on May 17, 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.
For
further information, please contact:
NeoStem,
Inc.
Robin
Smith, CEO
Phone:
+1-212-584-4174
Email:
rsmith@neostem.com
Web: http://www.neostem.com
CCG
Investor Relations, Inc.
Lei
Huang, Account Manager
Phone:
+1-646-833-3417
Email:
lei.huang@ccgir.com
Web: http://www.ccgirasia.com
Crocker
Coulson, President
Phone:
+1-646-213-1915
Email:
crocker.coulson@ccgir.com