UNITED
STATES
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): June 9, 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):
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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Effective
as of June 9, 2010, NeoStem, Inc. (the “Company”) appointed Anthony Salerno as
the Company’s Vice President, Operations and Academic Affairs. Mr.
Salerno joined the Company in August, 2009 as its Vice President, Strategic
Affairs and Academic Alliances and has more than 25 years of experience as an
executive and entrepreneur in the life sciences industry. From 2008 to 2009, he
served as Vice President Strategic Business Development with GenomeQuest, Inc.,
where he was responsible for guiding their entry into the next-generation DNA
sequencing bioinformatics market. From 2002 through 2007, Mr. Salerno was
Director, Market and Business Intelligence with Agilent Technologies, Inc.
(NYSE: A) where he built and managed a global team charged with providing
strategic insights to their $2 billion Life Science and Chemical Analysis
division. Before joining Agilent, he was a successful entrepreneur with notable
accomplishments in technology planning, market development and strategy. Mr.
Salerno was Founder and President of VectorObjects LLC, the earliest commercial
entrant in the emerging field of synthetic biology, and was Managing Director of
BioDynamics Associates, a life sciences marketing and strategy consulting firm.
In addition, he was Senior Marketing Consultant at Vysis, Inc., now part of
Abbott Diagnostics (NYSE: ABT), and also the founding Vice President, Sales and
Marketing at Tropix, Inc., now part of Life Technologies, Inc. (NYSE: LIFE). He
began his career in the clinical diagnostics industry, and managed several
product lines for Diagnostic Products Corporation, recently acquired by Siemens
AG (NYSE: SI). Mr. Salerno obtained his Bachelor of Arts degree from the College
of the Holy Cross, and studied biochemistry and molecular biology in the
Graduate School of Arts and Sciences, Harvard University.
On June
9, 2010, the Company entered into an amendment (the “Amendment”) to Mr.
Salerno’s original Employment Agreement dated August 17, 2009 to reflect his new
title, among other things. The terms of the Amendment are set forth
in Exhibit 10.1 hereto.
Effective
as of June 9, 2010, the Company appointed Ms. Zhang Jian as the Company’s Vice
President, Pharmaceutical Operations. Ms. Zhang Jian has been the
General Manager of Suzhou Erye Pharmaceuticals Company Ltd. (“Erye”) since 2003.
The Company acquired a 51% interest in Erye on October 30, 2009 pursuant to the
merger of China Biopharmaceuticals Holdings, Inc. (“CBH”), which held the
interest in Erye, into a wholly-owned subsidiary of the Company. Ms.
Zhang Jian was elected the Chairwoman and a director of CBH on April 30, 2007.
Prior to being the General Manager for Erye, she served for more than 5 years as
the deputy general manager of Suzhou Number 2 Pharmaceutical Company and more
than a year as the deputy general manager of Suzhou Number 4 Pharmaceutical
Company after working in various positions in charge of human resources and
quality control. Ms. Zhang graduated from Central Television University majoring
in electronics and later graduated with a certificate in accounting from Suzhou
Adult Education University and a graduate degree in finance and accounting from
the School of Finance and Economics of Suzhou University. Ms. Zhang has
extensive background and experience in the pharmaceuticals industry having
worked in various managerial positions and various aspects of the industry. She
is an expert in managing a growth company, having turned Erye into a successful
operation after taking it over from the PRC government with Mr. Shi Mingsheng
(Chairman of the Board of Erye since March 2003 and a director of the Company
since March 2010) and others in 2003. From the end of 2007 until the
consummation of the Merger, Ms. Zhang Jian was the Chief Financial Officer of
CBH.
On June
9, 2010, the Company entered into an offer letter (the “Offer Letter”) with Ms.
Zhang Jian, pursuant to which Ms. Zhang Jian will serve as the Company’s Vice
President, Pharmaceutical Operations. The terms of the Offer Letter
include: (a) annual compensation of $120,000; (b) a one-time signing bonus of up
to $72,500; and (c) the issuance to her pursuant and subject to the terms of the
Company’s 2009 Non-US Equity Plan (the Non-US Plan”) of a warrant (the
“Warrant”) to purchase 650,000 shares of the Company’s Common Stock at a per
share purchase price equal to the closing price of the Common Stock on June 9,
2010, the commencement date of her employment (the “Commencement Date”), which
shall vest and become exercisable as to: (i) 150,000 shares on the Commencement
Date; (ii) 50,000 shares on each of the first, second, third, fourth and fifth
one year anniversaries of the Commencement Date; and (iii) an aggregate of
250,000 shares upon the achievement of specified business
milestones. The Company may enter into a final employment agreement
with Ms. Zhang Jian which incorporates the terms of the Offer Letter with such
modifications as may be necessary or desirable for compliance with any
applicable domestic or foreign law, rule or regulation or for other applicable
reasons. The Offer Letter is attached as Exhibit 10.2
hereto.
As
previously disclosed, (i) Ms. Zhang Jian is a principal shareholder of
Fullbright Finance Limited, which is the beneficial owner of approximately 7.8%
of the Company’s Common Stock, and (ii) Ms. Zhang Jian is a principal
shareholder of Suzhou Erye Economy and Trading Co. Ltd (“EET”), which is the
owner of a 49% interest in Erye. EET is a party to a joint venture
agreement with a wholly-owned subsidiary of the Company entered into in
connection with the Merger and effective December 28,
2009. Additionally, immediately prior to the closing of the Merger,
in order to accelerate satisfaction of certain CBH obligations to EET, CBH and
EET caused Erye to split-off its real estate assets into a new entity, with the
end result that, subject to PRC approvals, (a) Erye is bound to transfer the
land and building for its principal manufacturing facility to EET or its
affiliate for a nominal sum to be agreed upon by the parties, and (b) EET or its
affiliate is bound to lease such principal manufacturing facility back to Erye
at a nominal fee for a term through the construction and validation period of
Erye’s new manufacturing facility and until such date as Erye’s new facility is
completed and fully operational, such that Erye is assured that there is no
interruption of its operations by reason of such transfers and agreements. Mr.
Shi Mingsheng is also a principal shareholder of Fullbright and
EET.
Item
9.01.
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Financial
Statements and Exhibits.
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Exhibit
10.1
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Amendment
No. 1 dated June 9, 2010 to Employment Agreement dated August 17, 2009
between NeoStem, Inc. and Anthony
Salerno
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Exhibit
10.2
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Offer
Letter dated June 9, 2010 between NeoStem, Inc. and Madam Zhang
Jian
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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:
June 11, 2010