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): January 12, 2011
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):
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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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Item 7.01 Regulation FD
Disclosure
NeoStem,
Inc., a Delaware corporation (“NeoStem” or the “Company”), intends, from time to
time, to present and/or distribute to the investment community and utilize at
industry conferences a slide presentation. The slide presentation is
accessible on the Company’s website at www.neostem.com and is attached hereto as
Exhibit 99.1. The Company undertakes no obligation to update, supplement or
amend the materials attached hereto as Exhibit 99.1.
In
accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Exchange Act or the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such a filing.
Forward Looking
Statements
This
Current Report on Form 8-K, including Exhibit 99.1 hereto, contains
“forward-looking” statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are typically preceded by words such as
“believes,” “expects,” “anticipates,” “intends,” “will,” “may,” “should,” or
similar expressions. These forward-looking statements are subject to
risks and uncertainties that may cause actual future experience and results to
differ materially from those discussed in these forward-looking
statements. Important factors that might cause such a difference
include, but are not limited to, events and factors disclosed previously and
from time to time in NeoStem’s filings with the SEC, including NeoStem’s Annual
Report on Form 10-K for the year ended December 31, 2009 (the “10-K”) and
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed after such
10-K. Additionally, this Current Report on Form 8-K contains
forward-looking statements with respect to the proposed merger (the
“Merger”) of NBS Acquisition Company LLC, a newly formed wholly-owned subsidiary
of NeoStem (“Subco”), with and into Progenitor Cell Therapy, LLC, a Delaware
limited liability company (“PCT”), pursuant to an Agreement and Plan of Merger,
dated September 23, 2010 (the “Merger Agreement”) among NeoStem, PCT and
Subco. Important factors that might cause such a difference relating
to the Merger include the factors
disclosed in the Company’s filings as set forth above and in the proxy statement
/ prospectus included in the Company’s registration statement on Form S-4 filed
with the SEC in connection with the Merger. NeoStem does not undertake any
obligation to release publicly any revisions to such forward-looking statements
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
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Item
9.01. 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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Slide
Presentation of NeoStem, Inc. dated January
2011*
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*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, 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: January 12,
2011
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