UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
NEOSTEM, INC.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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640650305
(CUSIP Number)
Mark Weinreb
c/o NeoStem, Inc.
420 Lexington Avenue, Suite 450
New York, NY 10170
212-584-4180
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 27, 2007
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Cusip No. 640650305
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1. Names of Reporting Persons.
Mark Weinreb
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) |_| Not
(b) |_| Applicable
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3. SEC Use Only
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4. Source of Funds (See Instructions): OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e): |_|
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6. Citizenship or Place of Organization: United States
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Number of 7. Sole Voting Power: 213,423*
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Shares Beneficially 8. Shared Voting Power: 0
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Owned by
Each Reporting 9. Sole Dispositive Power: 213,423*
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Person With 10. Shared Dispositive Power: 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person:
213,423*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): |_|
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13. Percent of Class Represented by Amount in Row (11): 4.8%*
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14. Type of Reporting Person (See Instructions): IN
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* Includes options to purchase up to 120,500 shares of common stock, par value
$.001 per share (the "Common Stock"), of NeoStem, Inc., formerly known as Phase
III Medical, Inc. (the "Company"), which are exercisable within sixty days of
this Schedule 13D. Excludes options to purchase 40,000 shares of Common Stock
which are not exercisable within sixty days of this Schedule 13D. These numbers
reflect a one-for-ten reverse stock split of the Common Stock that was effective
August 31, 2006 and a one-for-ten reverse stock split of the Common Stock that
was effective August 9, 2007.
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This Amendment No. 3 to Schedule 13D is being filed by the undersigned to amend
and supplement the Schedule 13D filed April 29, 2005, as amended, with respect
to the shares of common stock, par value $.001 per share (the "Common Stock"),
of NeoStem, Inc.
Item 1. Security and Issuer
Item 1 of this Schedule 13D is amended by deleting the entirety of the text
and replacing it with the following:
This statement on Schedule 13D (the "Schedule 13D") relates to shares of
Common Stock of NeoStem, Inc., a Delaware corporation formerly known as Phase
III Medical, Inc. (the "Company"). The principal executive offices of the
Company are located at 420 Lexington Avenue, Suite 450, New York, NY 10170.
On August 29, 2006, the Company's stockholders approved an amendment to its
Certificate of Incorporation to effect a reverse stock split of the Common
Stock, at a ratio of one-for-ten shares, and to change the Company's name from
Phase III Medical, Inc. to NeoStem, Inc. The reverse stock split was effective
on August 31, 2006. On June 14, 2007, the Company's stockholders approved an
amendment to its Certificate of Incorporation to effect another reverse stock
split of the Common Stock, at a ratio of up to one-for-ten shares in the event
it was deemed necessary by the Company's Board of Directors in order to be
accepted onto a securities exchange. On July 9, 2007, the Board of Directors
approved a one-for-ten reverse stock split to be effective upon the initial
closing of a public offering of the Company's securities in order to satisfy the
listing requirements of the American Stock Exchange. On August 9, 2007 the
reverse split was effective and the Company's Common Stock commenced trading on
The American Stock Exchange under the symbol "NBS."
Item 2. Identity and Background
Item 2 of this Schedule 13D is amended by deleting the entirety of the text
and replacing it with the following:
This Schedule 13D is being filed by Mark Weinreb. Mr. Weinreb's principal
occupation is President of the Company. Mr. Weinreb's business address and the
Company's principal business address is 420 Lexington Avenue, Suite 450, New
York, NY 10170. Mr. Weinreb is a citizen of the United States.
During the past five years, Mr. Weinreb has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the past five years, Mr. Weinreb has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of this Schedule 13D is amended by adding at the end thereof the
following:
The numbers used below reflect a one for ten reverse stock split of the
Common Stock that was effective August 31, 2006 and a one for ten reverse stock
split of the Common Stock that was effective August 9, 2007.
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On December 5, 2006, the Compensation Committee of the Company's Board of
Directors approved a grant to Mr. Weinreb of options to purchase up to 10,000
shares of Common Stock at an exercise price of $6.00 per share, pursuant to the
Company's 2003 Equity Participation Plan (the "Plan"), to vest upon the
achievement of certain business milestones. In connection with Mr. Weinreb's
entering into a supplement to his employment agreement effective January 26,
2007, the vesting of such options was accelerated and they became vested in
their entirety on such date.
On September 27, 2007 (as later amended on November 12, 2007), the
Compensation Committee of the Company's Board of Directors approved the
following grants to Mr. Weinreb: (i) 30,000 shares of restricted stock pursuant
to the Plan, in his capacity as a member of the Board of Directors, 15,000 of
which are scheduled to vest on April 1, 2008 and 15,000 of which are scheduled
to vest on September 27, 2008 subject to Mr. Weinreb's continued service; (ii)
10,000 shares of restricted stock pursuant to the Plan, 5,000 of which are
scheduled to vest on April 1, 2008 and 5,000 of which are scheduled to vest on
September 27, 2008, subject to Mr. Weinreb's continued employment; (iii) options
to purchase 10,000 shares of Common Stock pursuant to the Plan, which vested
immediately; and (iv) options to purchase 40,000 shares of Common Stock pursuant
to the Plan, that vest upon the achievement of certain business milestones. On
October 2, 2007 and October 12, 2007, respectively, two of these business
milestones were achieved and options to purchase 15,000 and 15,000 shares of
Common Stock, respectively, vested on such dates.
Item 4. Purpose of Transaction
The securities described in Item 3 were granted to Mr. Weinreb as
compensation for services. Mr. Weinreb does not have any present plans or
proposals which relate to or would result in the types of events described in
clauses (a) through (j) under Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of this Schedule 13D is amended by deleting the entirety of the text
and replacing it with the following:
As of September 27, 2007, there were 4,300,668 shares of Common Stock
outstanding. As of such date, Mr. Weinreb was the beneficial owner of an
aggregate of 213,423 shares of Common Stock, or 4.8% of the outstanding shares
of Common Stock. This number includes options to purchase up to 120,500 shares
of Common Stock (inclusive of options to purchase an aggregate of 30,000 shares
of Common Stock which vested pursuant to the achievement of certain business
milestones in October 2007, as noted in Item 3 hereof), which are exercisable
within sixty days of this Schedule 13D. Mr. Weinreb has the sole power to vote
or to direct the vote and the sole power to dispose or to direct the disposition
of all of such shares. Although the issuances of securities described in Item 3
caused Mr. Weinreb's beneficial ownership of the Common Stock to increase by
more than 1% as of September 27, 2007, Mr. Weinreb ceased to be the beneficial
owner of more than five percent of the Common Stock of the Company due to the
increase in the number of shares of Common Stock outstanding as a result of the
initial closing of the Company's public offering of securities on August 8,
2007.
Except as described in Item 3 of this Amendment, during the past sixty
days, there were no purchases of shares of Common Stock, or securities
convertible into or exchangeable for shares of Common Stock, by Mr. Weinreb or
any person or entity controlled by Mr. Weinreb or any person or entity for which
Mr. Weinreb possesses voting control over the securities thereof. During such
sixty day period, there were no sales of the shares of Common Stock, or
securities convertible into or exchangeable for shares of Common Stock, by Mr.
Weinreb or any person or entity controlled by Mr. Weinreb or any person or
entity for which Mr. Weinreb possesses voting control over the securities
thereof.
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Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer
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Not Applicable.
Item 7. Material to be Filed as Exhibits
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Not Applicable.
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Signature After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: November 15, 2007
By: /s/ Mark Weinreb
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Mark Weinreb
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
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