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): November 19,
2010
NeoStem,
Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction of Incorporation)
|
0-10909
(Commission
File
Number)
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22-2343568
(IRS
Employer Identification No.)
|
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):
x 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))
Item
8.01. Other Events.
On November 22, 2010, NeoStem, Inc.
("NeoStem" or the "Company") issued a press release announcing the completion of
the following concurrent offerings: (i) an underwritten offering of
6,337,980 common stock units (the "common stock offering") at a purchase price
of $1.45 per unit, with each unit consisting of one share of common stock par
value $0.001 and a warrant to purchase 0.5 of a share of common stock with an
exercise price of $1.85 per share, and (ii) a registered direct offering of
10,582,011 preferred stock units (the "preferred stock offering") at a purchase
price of $0.945 per unit, with each unit consisting of one share of Series E 7%
Senior Convertible Preferred Stock, par value $0.01 per share, convertible at
$2.0004, maturing May 20, 2013; a warrant to purchase 0.25 of a share of common
stock with an exercise price of $2.0874 per share; and 0.0155 of a share of
common stock. The offerings were completed on November 19,
2010. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
The
Company sold securities in the concurrent common stock offering and preferred
stock offering under the Company's previously filed shelf registration statement
which was declared effective by the Securities and Exchange Commission on May
11, 2010.
Cowen and Company, LLC acted as sole
book-running manager and Maxim Group LLC and National Securities Corporation
acted as co-managers for the common stock offering. Cowen and
Company, LLC and LifeTech Capital, a Division of Aurora Capital, LLC, acted as
co-placement agents for the preferred stock offering. The
Company received gross proceeds of $19,190,071, prior to deducting underwriting
discounts of an aggregate of $689,255, placement agent commissions of an
aggregate of $750,000 and offering expenses payable by the Company.
This
Current Report on Form 8-K may be deemed to be solicitation material in respect
of the proposed merger (the "Merger") between the Company and Progenitor Cell
Therapy, LLC, a Delaware limited liability company (“PCT”) pursuant to the
merger agreement dated September 23, 2010 (the "Merger Agreement"), by and among
NeoStem, PCT and NBS Acquisition Company LLC, a newly formed wholly-owned
subsidiary of NeoStem. The directors and executive officers of each
of NeoStem and PCT may be deemed to be participants in the solicitation of
proxies from the holders of NeoStem common stock in respect of the proposed
transaction. Information about the directors and executive officers of
NeoStem is set forth in NeoStem’s Definitive Proxy Statement on Schedule 14A
filed with the SEC on April 30, 2010 in connection with its June 2010 Annual
Meeting of Stockholders. Investors may obtain additional information
regarding NeoStem and its directors and executive officers, and PCT and its
Board of Managers and executive officers, in connection with the proposed Merger
by reading the S-4 and the prospectus/joint proxy statement contained therein,
when it becomes available. The S-4 will contain a prospectus/joint
proxy statement pertaining to (a) the special meeting of stockholders of NeoStem
at which NeoStem’s stockholders will be asked to approve the NeoStem securities
issuable in the Merger and (b) the special meeting of members of PCT at which
PCT's members will be asked to approve the Merger Agreement and
Merger.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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The
following exhibits are filed with this Current Report on Form 8-K:
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Exhibit
No.
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Description
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99.1
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Press
release of NeoStem, Inc., dated November 22,
2010
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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.
| NEOSTEM, INC. | |||
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|
By:
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/s/ Catherine M. Vaczy | |
| Name: Catherine M. Vaczy | |||
| Title: Vice President and General Counsel | |||
| Dated: November 23, 2010 | |||
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Exhibit
99.1
NeoStem
Announces Closing of Concurrent Offerings for $19 Million in Gross
Proceeds
Press Release Source: NeoStem,
Inc. On Monday November 22, 2010, 4:58 pm EST
NEW YORK,
Nov. 22, 2010 /PRNewswire-FirstCall/ -- NeoStem, Inc. (NYSE Amex: NBS)
("NeoStem" or the "Company"), an international biopharmaceutical company
with product and service revenues, global research and development capabilities
and operations in three distinct business units, U.S. adult stem cells, China
adult stem cells, and China pharmaceuticals, today announced the closing of
concurrent offerings.
An
underwritten registered offering of 6,337,980 common units at $1.45 per unit.
Each unit consists of one share of common stock and a warrant to purchase 0.5 of
a share of common stock with a per share exercise price of $1.85. Cowen and
Company, LLC acted as sole book-running manager and Maxim Group LLC and National
Securities Corporation acted as co-managers for this offering.
A
registered direct offering of 10,582,011 preferred units. Each unit consists of
one share of series E 7% senior convertible preferred stock convertible at
$2.0004, maturing May 20, 2013, a warrant to purchase 0.25 of a share of common
stock with a per share exercise price of $2.0874 and 0.0155 shares of common
stock. Cowen and Company, LLC and LifeTech Capital, a Division of Aurora
Capital, LLC, acted as co-placement agents for this offering.
From the
two offerings, which ran concurrently, the company received $19,190,071 in gross
proceeds, prior to deducting underwriting discounts and commissions, placement
agent fees and offering expenses payable by the company.
"These
funds will give NeoStem the ability to proceed with its acquisition of
Progenitor Cell Therapy LLC, and focus on growing the cord blood and adult stem
cell banking, cellular manufacturing and therapeutic business, as well as expand
our businesses in Asia and other countries," said Dr. Robin Smith, Chief
Executive Officer of NeoStem, Inc. "Additionally, the company will be able
to continue the development of its proprietary intellectual property and acquire
new technology and we look forward to sharing our progress with respect to these
initiatives over the upcoming year. $2,500,000 of the proceeds will
be placed in escrow pursuant to the terms of the offering," Dr. Smith
added.
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™ 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 successful execution of the Company's
strategy, accelerating Erye's sales growth in 2010 and successful transfer of
Erye's production lines to the new facility, growth in revenues from the
Company's China operations, as well as other advances in the Company's business,
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.
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For
more information, please contact:
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NeoStem,
Inc.
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Robin
Smith, CEO
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Phone:
+1-212-584-4174
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Email: rsmith@neostem.com
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Web: http://www.neostem.com
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