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 24,
2011
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
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(State
or Other Jurisdiction
of
Incorporation)
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(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):
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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.
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Regulation
FD Disclosure.
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NeoStem,
Inc. (“NeoStem”) intends, from time to time, to present and/or distribute to the
investment community and utilize at various industry and other conferences a
slide presentation. The slide presentation is accessible on NeoStem’s
website at www.neostem.com and is attached hereto as Exhibit 99.1. NeoStem
undertakes no obligation to update, supplement or amend the materials attached
hereto as Exhibit 99.1.
The slide
presentation attached hereto as Exhibit 99.1 is a revised version of the slide
presentation previously furnished as Exhibit 99.1 to NeoStem’s Current Report on
Form 8-K dated January 18, 2011 and filed with the Securities and Exchange
Commission (the “SEC”) on January 24, 2011.
In
accordance with General Instruction B.2 of Form 8-K, the information in this
Item 7.01 of 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 of the Securities Act of 1933, as amended,
except as shall be expressly set forth by 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. Forward-looking 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 and the material furnished herewith contains forward-looking statements with
respect to the 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 the
Agreement and Plan of Merger, dated September 23, 2010, among NeoStem, PCT and
Subco, which Merger closed on January 19, 2011. Important factors
that might cause such a difference relating to the Merger include the factors
disclosed in NeoStem’s filings as set forth above and in the proxy statement /
prospectus included in NeoStem’s registration statement on Form S-4 filed with
the SEC in connection with the Merger. NeoStem’s further development
is highly dependent on future medical and research developments and market
acceptance, which is outside its control. NeoStem may experience
difficulties in integrating PCT’s business and could fail to realize potential
benefits of the Merger. Acquisitions may entail numerous risks for
NeoStem, including difficulties in assimilating acquired operations,
technologies or products, including the loss of key employees from acquired
businesses.
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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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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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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, NeoStem, Inc. 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 24, 2011
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