PROSPECTUS
SUPPLEMENT
(To The
Prospectus Dated May 19, 2010)
This
filing is made pursuant to Rule 424(b)(5)
under
the Securities Act of 1933, as amended, in connection
with
Registration No. 333-166169
6,337,980
Units
NEOSTEM,
INC.
Units
Consisting of One Share of Common Stock and
a
Warrant to Purchase 0.50 of a Share of Common Stock
This
prospectus supplement amends the prospectus supplement dated November 16, 2010
to the prospectus dated May 19, 2010, relating to the sale by NeoStem, Inc. of
6,337,980 units, each consisting of one share of our common stock and a warrant
to purchase 0.50 of a share of common stock. You should read this prospectus
supplement in conjunction with the prospectus supplement dated November 16, 2010
to the prospectus dated May 19, 2010, and this supplement is qualified by
reference thereto, except to the extent that the information in this supplement
supersedes the information contained in such prospectus supplement.
|
|
Investing
in our common stock involves risks. See “Risk Factors” beginning on page
S-7 of the prospectus supplement dated November 16, 2010 to the prospectus
dated May 19, 2010.
|
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus
supplement or the referenced prospectus supplement or prospectus are truthful or
complete. Any representation to the contrary is a criminal offense.
__________________________________
The date
of this supplement (to the prospectus supplement dated November 16, 2010
to the
prospectus dated May 19, 2010) is November 18, 2010.
Explanatory
Note
NeoStem,
Inc. is filing this supplement to the prospectus supplement dated November 16,
2010 to correct a mathematical calculation related to dilution on page S-45 of
that prospectus supplement (and a reference to the amount of dilution per share
to investors derived from this chart on page S-8 of that prospectus supplement)
by amending and restating the section “Dilution” in its entirety with the
following. No attempt has been made in this supplement to modify or update the
other information presented in the prospectus supplement. This amendment does
not reflect events occurring after the filing of the prospectus supplement or
modify or update those disclosures affected by subsequent events. Accordingly,
this amendment should be read in conjunction with the prospectus supplement
dated November 16, 2010 and our other filings made with the Securities and
Exchange Commission.
Dilution
Our net
tangible book value as of September 30, 2010 was approximately $33.3 million, or
$0.58 per share of common stock. Net tangible book value per share is calculated
by subtracting our total liabilities from our total tangible assets, and
dividing this amount by the number of shares of common stock
outstanding.
After
giving effect to the sale of 6,337,980 units in this public offering at a public
offering price of $1.45 per unit, after deducting the estimated underwriting
discount and estimated offering expenses payable by us, our as adjusted net
tangible book value as of September 30, 2010 would have been approximately $41.3
million, or $0.72 per share. This represents an immediate increase in net
tangible book value of $0.14 per share to existing stockholders and immediate
dilution in net tangible book value of $0.73 per share to new investors
participating in this offering at the public offering price. The
following table illustrates this dilution on a per share basis.
|
Public
offering price per unit
|
$ | 1.45 | ||||||
|
Historical
net tangible book value per share as of September 30, 2010
|
$ | 0.58 | ||||||
|
Increase
per share attributable to investors participating in this
offering
|
$ | 0.14 | ||||||
|
As
adjusted net tangible book value per share after this
offering
|
$ | 0.72 | ||||||
|
Dilution
per share to investors participating in this offering
|
$ | 0.73 | ||||||
The above
discussion and table are based on 57,613,794 shares of common stock outstanding
as of the close of business on September 30, 2010. This number excludes, as of
the close of business on September 30, 2010, the warrants offered hereby and the
shares of common stock issuable upon exercise of the warrants offered hereby and
also excludes:
|
·
|
options
representing the right to purchase a total of 13,558,214 shares of common
stock at a weighted average exercise price of $1.92 per
share;
|
|
·
|
8,253,751
shares of common stock which were reserved for future equity awards that
may be granted in the future under our equity incentive
plans;
|
|
·
|
Class
A warrants representing the right to purchase a total of 635,000 shares of
common stock at an exercise price of $6.00 per
share;
|
|
·
|
Class
D warrants representing the right to purchase a total of 12,932,512 shares
of common stock at an exercise price of $2.50 per
share;
|
|
·
|
other
warrants representing the right to purchase a total of 3,689,266 shares of
common stock at a weighted average exercise price of $3.21 per share, plus
warrants to purchase 95,250 shares of common stock at an exercise price of
$6.50 per share;
|
|
·
|
10,000
shares of common stock issuable upon conversion of our outstanding Series
B Convertible Redeemable Preferred
Stock;
|
|
·
|
up
to 14,200,000 shares of common stock issuable upon consummation of the PCT
Merger (inclusive of shares of common stock underlying up to 3,000,000
warrants which may be issued in the PCT
Merger);
|
2
|
·
|
any
warrants issued in our concurrent senior convertible preferred stock
offering and the shares of our common stock issuable upon exercise of the
warrants offered in our concurrent senior convertible preferred stock
offering; and
|
|
·
|
any
shares of common stock issued in conversion or redemption of the senior
convertible preferred stock offered in our concurrent senior convertible
preferred stock offering and any shares of common stock issued in our
concurrent senior convertible preferred stock
offering.
|
Investors
that purchase common stock upon the exercise of the warrants offered hereby may
experience dilution depending on our net tangible book value at the time of
exercise.
We also
note that the amount of dilution per share to investors referenced on page S-8
of the prospectus supplement also should be $0.73 per share as stated
above.
3