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October 2, 2009
 
Via EDGAR and FedEx
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3561
Washington, DC 20549-7010
 
Re:
NeoStem, Inc.
Amendment No. 3 to Form S-4
Filed September 23, 2009
File No. 333-160578
 
Ladies and Gentlemen:
 
On behalf of NeoStem, Inc. (the "Company"), we are responding to the comments contained in the letter, dated September 30, 2009 (the "Comment Letter"), from John Reynolds, Assistant Director, of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company's Pre-Effective Amendment No. 3 to Registration Statement on Form S-4 (Registration No. 333-160578) (the "Registration Statement").  To facilitate your review of our response, the pages with the marked changes ("Marked Pages"), which are responsive to the Comment Letter, are attached to this letter. We appreciate your willingness to expedite review by considering just the Marked Pages at this time.  The Company anticipates filing Pre-Effective Amendment No. 4 to that registration statement ("Amendment No. 4"), which will include the Marked Pages, the unredacted Network Agreement as an exhibit, the changes made to the Notes and MD&A related to NeoStem's financial statements for the period ended June 30, 2009 in response to the Staff's accounting comments and certain other updates, as soon as practicable.
 
For ease of reference, set forth in bold below is the comment to the Registration Statement, as reflected in the Comment Letter.  The Company’s supplemental response is set forth below the comment.
 
The Company has authorized this firm to respond to the Comment Letter as follows:
 
NeoStem Proposal No. 1, page 84
 
1.
Please provide dates of discussion with RimAsia as disclosed in the last paragraph on page 86.
 
Response:
 
In response to the Comment Letter, the Company has revised the disclosure now appearing on page 89 to provide the dates on which the representatives of NeoStem met with representatives of RimAsia to discuss the merger consideration to be issued to RimAsia.

 
 
 

Securities and Exchange Commission
October 2, 2009
Page 2
  
 
2.
On page 87 you mention “numerous telephone calls” involving terms and negotiating of definitive documents in the “spring and summer of 2008.”  Please tell us whether these discussions and negotiations are detailed in the discussion.  If not, please disclose dates, parties and material terms discussed.
 
Response:
 
In response to the Comment Letter, the Company has revised the disclosure now appearing on page 90 to clarify that the "numerous telephone calls" to which the Company referred were detailed in the discussion below.
 
3.
We note your response to comment six of our letter dated September 18, 2009.  You list several discussions and negotiations without stating the terms discussed.  For example, please provide the material terms discussed for the following:
 
 
·
The meetings with your bankers in May 2008 discussing “ranges of fair prices for the transactions” disclosed on page 86;
 
·
July 17 and 18, 2008 discussions regarding “[t]ransaction structure and accounting issues …” and terms of the security to be issued in exchange for such Series B Preferred Stock” disclosed on page 88;
 
·
The July 24, 2008 conference call regarding “deal structure” disclosed on page 88
 
·
The September 4, 2009 memorandum discussing ““open structural issues” disclosed on page 88;
 
·
The revised and re-circulated agreement of Plan of Merger and Exchange Agreement discussed on page 88;
 
·
The October 15, 2008 conference call discussing deal terms, disclosed on page 88; and
 
·
The October 25, 2008 redistribution of documentation disclosed on page 88.
Response:
 
In response to the Comment Letter, the Company has revised the disclosure now beginning on page 88 to state the material terms discussed during the applicable calls and meetings.

 
 
 
 
Securities and Exchange Commission
October 2, 2009
Page 3
  
 
Fairness Opinion, page 110
 
4.
We note your response to comment 11 of our letter dated September 18, 2009.  In your discussion of the timeline in the “Background” discussion on page 113, please provide the date of the adoption of the final agreement of a frame of reference.
 
Response:
 
In response to the Comment Letter, the Company has revised the disclosure now appearing on page 113 to indicate that the definitive merger agreement was adopted on November 2, 2008.
 
5.
We note your response to comments 12 and 17 of our letter dated September 18, 2009.  You indicate in your response that vFinance was fully informed on the proposed changes in the aggregate consideration being paid in amendment No. 1 and No. 2 along with the terms of the transaction and that vFinance orally informed the company that the changes did not adversely affect its view as to the fairness of the transactions to the shareholders of the company from a financial point of view.  You also state in your letter that upon receipt of the reaffirmation from vFinance the company will close without further information being provided to investors prior to closing.  You also state that if vFinance were unable to reconfirm the fairness of the transaction to NeoStem would either not close and abandon the transaction or resolicit shareholder approval, possibly on amended terms.  Please include these disclosures in your prospectus.
 
Response:
 
In response to the Comment Letter, we revised the disclosure now appearing on page 113 and 114 to indicate that the Company kept vFinance fully informed of the changes in aggregate consideration being paid in each of Amendments No. 1 and 2 and that in each instance vFinance orally informed the Company that the changes did not adversely affect vFinance’s view as to the fairness of the transactions to the Company’s stockholders from a financial point of view.  The Company has further revised its disclosure now appearing on page 114 to state that upon receipt of the reaffirmation from vFinance the Company will close without further information being provided to investors prior to closing and that if vFinance were unable to reconfirm the fairness of the transaction to the Company’s stockholders, the Company would either not close and abandon the transaction or resolicit shareholder approval, possibly on amended terms.
 
*****

 
 
 
 
Securities and Exchange Commission
October 2, 2009
Page 4
  
 
This will confirm that the Company understands that:
 
 
·
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
 
 
·
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
 
 
·
the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 
If you have any questions with respect to the foregoing, please feel free to call me at 973-597-2564 or Meredith Prithviraj at 973-597-2396.
 
Very truly yours,
 
/s/ Alan Wovsaniker
 
AW: mb

 
cc:
Catherine M. Vaczy, Esq.