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): February 18, 2009
NEOSTEM,
INC.
(Exact Name of Registrant as Specified
in Charter)
|
Delaware
(State or Other Jurisdiction of
Incorporation)
|
0-10909
(Commission
File
Number)
|
22-2343568
(IRS Employer Identification
No.)
|
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):
o Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
In order to advance our regenerative
medicine business here and abroad, on February 18, 2009, NeoStem,
Inc. (the “Company”) entered into a License Agreement (the “License Agreement”)
with Vincent Giampapa, M.D., F.A.C.S. (“Licensee”) pursuant to which
the Company acquired a world-wide, exclusive, royalty bearing, perpetual
and irrevocable license, with the right to sublicense, to certain
innovative stem cell technology and applications for cosmetic facial and
body procedures and skin rejuvenation. The licensed intellectual
property consists of an issued patent, pending patent application and know-how
and improvements relating thereto all as set forth in the License Agreement. The
full text of the press release appears as Exhibit 99.1 to this Form 8-K. On
January 9, 2009, the Company and Dr. Giampapa entered into a three year
consulting agreement whereby Dr. Giampapa will provide consulting services in
the anti-aging area as further described in the consulting
agreement.
-2-
CAUTION REGARDING FORWARD-LOOKING
STATEMENTS
This
Current Report on Form 8-K of NeoStem, Inc. (the “Company”) contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. When used in this
Current Report, statements that are not statements of current or historical fact
may be deemed to be forward-looking statements. Without limiting the foregoing,
the words "plan", "intend," "may," "will," "expect," "believe," "could,"
"anticipate," "estimate," or "continue" or similar expressions or other
variations or comparable terminology are intended to identify such
forward-looking statements. Additionally, statements concerning our ability to
develop the adult stem cell business, the future of regenerative medicine and
the role of adult stem cells in that future, the future use of adult stem cells
as a treatment option and the role of VSELs in that future, and the potential
revenue growth of such business are forward-looking statements. Our
future operating results are dependent upon many factors, and the Company's
further development is highly dependent on future medical and research
developments and market acceptance, which is outside its
control. Forward-looking statements may not be realized due to a
variety of factors, including, without limitation, (i) the Company’s ability to
manage the business despite continuing operating losses and cash outflows; (ii)
the Company’s ability to obtain sufficient capital or a strategic business
arrangement to fund its operations and expansion plans, including meeting its
obligations under the licensing arrangement described in this Current Report and
the successful commercialization of the licensed technology; (iii) the Company’s
ability to build the management and human resources and infrastructure necessary
to support the growth of the business; (iv) competitive factors and developments
beyond the Company’s control; (v) scientific and medical developments
beyond the Company’s control; (vi) the Company’s inability to obtain appropriate
governmental licenses or any other adverse effect or limitations caused by
government regulation of the business; (vii) whether any of the Company’s
current or future patent applications result in issued patents; (viii) whether
any potential strategic benefits of the licensing transaction described in this
Current Report will be realized and whether any potential benefits from the
acquisition of this new licensed technology will be realized, (ix) the Company’s
ability to maintain its NYSE Alternext US listing; and (x) the other factors
listed under “Risk Factors” in our annual report on Form 10-K for the year ended
December 31, 2007 filed with the Securities and Exchange Commission (“SEC”) on
March 28, 2008, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC
on April 29, 2008 and other reports that we file with the SEC. Additional risks
and uncertainties relate to (i) the Company’s proposed merger transaction
(“Merger”) pursuant to an Agreement and Plan of Merger with China
Biopharmaceuticals Holdings, Inc., a Delaware corporation ("CBH"), China
Biopharmaceuticals Corp., a British Virgin Islands corporation and wholly-owned
subsidiary of CBH, and CBH Acquisition LLC, a Delaware limited liability company
and wholly-owned subsidiary of NeoStem to acquire a 51% ownership interest in
Suzhou Erye Pharmaceuticals Company Ltd., a Sino-foreign joint venture with
limited liability organized under the laws of the People’s Republic of
China and (ii) proposed share exchange transaction (“Share Exchange”)
pursuant to a Share Exchange Agreement to acquire through a series of
contractual arrangements control over Shandong New Medicine Research Institute
of Integrated Traditional and Western Medicine Limited Liability Company, a
China limited liability company. Such risks and uncertainties
include, but are not limited to, the other events and factors disclosed in the
Company’s Current Reports on Form 8-K dated November 2, 2008 relating to each
such transaction, and other risk factors discussed in other periodic Company
filings with the SEC and to be disclosed in the Proxy Statement/Registration
Statement on Form S-4 anticipated to be filed in connection with the Merger and
the Share Exchange. The Company’s filings with the Securities and Exchange
Commission are available for review at www.sec.gov under
“Search for Company Filings.” Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
hereof. Except as required by law, the Company undertakes no obligation to
update any forward-looking statements, whether as a result of new information,
future events or otherwise.
-3-
Item
9.01. Financial Statements and Exhibits
|
Exhibits
|
|
|
99.1
|
Press
release issued by NeoStem, Inc. dated February 23,
2009
|
-4-
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.
|
NEOSTEM,
INC.
|
|||
|
|
By:
|
/s/ Catherine M. Vaczy | |
|
Name: Catherine M.
Vaczy
|
|||
|
Title:
Vice President and General Counsel
|
|||
Date: February 23,
2009
-5-
Exhibit 99.1
NeoStem Obtains Exclusive Worldwide
License to Innovative Stem Cell Technology and Applications for Anti-Aging Skin
Rejuvenation Therapies
License enhances NeoStem’s Presence in
Anti-Aging Arena
NEW YORK, Feb. 23 /PRNewswire-FirstCall/
- -- NeoStem, Inc. (NYSE Alternext US: NBS), which is pioneering the pre-disease
collection, processing and long-term storage of adult stem cells for future
medical need, announced today it has signed a license agreement to obtain the
exclusive worldwide rights to innovative stem cell technology and applications
for cosmetic facial and body procedures and skin
rejuvenation.
The licensed technology, which includes
an issued as well as pending patent application, was developed by Vincent C.
Giampapa, M.D., F.A.C.S., a Board-certified plastic reconstructive surgeon and
Assistant Clinical Professor of Plastic and Reconstructive Surgery at the
University of Medicine and Dentistry of New
Jersey. Dr. Giampapa, one of the first certified anti-aging medical
physicians in the world, is Director of the Plastic Surgery Center
Internationale and The Giampapa Institute for Anti-Aging Medical
Therapy.
“We are extremely pleased to sign this
agreement with Dr. Giampapa,” said Robin Smith, MD, CEO of NeoStem, “Acquisition
of the exclusive worldwide rights to these innovative stem cell skin
rejuvenation procedures enhances NeoStem’s leadership in the anti-aging and
regenerative medicine arena. This has long been one of our core
pursuits. Our earliest stem cell collection center is focused on treatments for
physical aging. Recently, we agreed to acquire through a series of contractual
arrangements, control over Shandong New Medicine Research Institute of
Integrated Traditional and Western Medicine Limited Liability Company, a
China limited liability
company. Shandong is a leader in integrated traditional
and western medicine in the People’s Republic of China, and provides a multitude of treatments
including cell regenerative therapies.”
In January 2009, Dr. Giampapa presented
and demonstrated some of his skin rejuvenation techniques using autologous adult
stem cells at the 2009 International Stem Cell Technology and Applications
Summit in Qingdao, China. His demonstrations were
televised by China Central Television (CCTV), attracting wide public interest as
well as professional interest from the Summit’s audience of leading stem cell
practitioners.
Dr Smith noted, “The excitement these
new treatments are generating in China open strong new potential for NeoStem
in the field of age management. Just as we
envision Shandong as creating a destination treatment site for people
seeking new clinical advances not yet available in their own home countries, we
believe our ability to make widely available our new proprietary regenerative
therapies in the United States will attract many people from China and around
the world seeking safe and effective treatment here.
About NeoStem, Inc.
NeoStem is developing a network of adult
stem cell collection centers that are focused on enabling people to donate and
store their own (autologous) stem cells when they are young and healthy for
their personal use in times for future medical need. The Company has also
recently entered into research and development through the acquisition of a
worldwide exclusive license to technology to identify and isolate VSELs (very
small embryonic-like stem cells), which have been shown to have several physical
characteristics that are generally found in embryonic stem
cells.
For more information, please visit:
www.neostem.com.
Forward-Looking
Statements
This press release contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements reflect management's
current expectations, as of the date of this press release, and involve certain
risks and uncertainties. The Company's actual results, including the successful
closing of the Shandong transaction, the realization of the
potential strategic benefits of the transaction and the realization of potential
benefits from the acquisition of its new licensed technology, could differ
materially from those anticipated in these forward-looking statements as a
result of various factors. Factors that could cause future results to materially
differ from the recent results or those projected in forward-looking statements
include the "Risk Factors" described in the Company's periodic filings with the
Securities and Exchange Commission. The Company's further development is highly
dependent on future medical and research developments and market acceptance,
which is outside its control.
Contact:
NeoStem, Inc.
Robin Smith, Chief Executive
Officer
T: 212-584-4180
E: rsmith@neostem.com
www.neostem.com
CONTACT: Robin Smith, Chief Executive
Officer, NeoStem, Inc., +1-212-584-4180, rsmith@neostem.com