UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 15, 2007
NEOSTEM, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-10909 22-2343568
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
420 Lexington Avenue, Suite 450
New York, New York 10170
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 584-4180
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):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
Effective as of August 15, 2007, NeoStem, Inc. (the "Company") entered into a
Master Services Agreement (the "services agreement") with New England Cryogenic
Center, Inc. ("NECC"), pursuant to which NECC will provide processing and
cryogenic storage services for adult stem cells ("ASCs") collected by the
Company. This strategic alliance with NECC, one of the largest cryogenic
laboratories, will provide increased processing and storage capacity, redundancy
of storage and an expanded Northeast presence as the Company continues to expand
its services and Physician's Network in the United States. The services
agreement is for an initial term of five years, with automatic renewal for
consecutive two year periods at the end of the initial term. The parties will
enter into a statement of work for each specific project to be performed by NECC
under the services agreement, with the responsibilities of the parties, specific
fees for processing and cryogenic storage and expense reimbursement to be agreed
upon in each statement of work. The services agreement contains standard
confidentiality and mutual indemnification provisions. The Company generally
retains the rights to all inventions and intellectual property developed during
the course of performance of a project under the services agreement, and NECC is
bound by certain non-competition provisions during the term of the services
agreement and for two years thereafter. Either party may terminate the services
agreement upon 180 days' written notice prior to the end of the then current
term, or at any time upon certain uncured events of default. NECC will continue
to store ASCs for not less than 12 months from the date of any termination so as
to enable the Company to make appropriate arrangements for replacement of
processing and storage services. Effective as of August 15, 2007, the parties
have entered into the first statement of work under the services agreement
pursuant to which NECC is to provide processing and cryogenic storage at its FDA
registered and licensed facility in Newton, Massachusetts.
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEOSTEM, INC.
By: /s/ Catherine M. Vaczy
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Catherine M. Vaczy
Vice President and General Counsel
Dated: October 11, 2007