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): February 25, 2009
NEOSTEM,
INC.
(Exact
name of registrant as specified in its 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
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(Commission
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(IRS
Employer
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Jurisdiction
of
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File
Number)
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Identification
No.)
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Incorporation)
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420
Lexington Avenue, Suite 450
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New
York, New York
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10170
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(Address
of principal executive offices)
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(Zip
Code)
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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):
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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
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
In order
to move forward certain research and development activities, strategic
relationships in various clinical and therapeutic areas as well as to support
activities related to the Company’s Acquisition Transactions (as hereinafter
defined) and other ongoing obligations of the Company, on February 25, 2009 and
March 6, 2009, respectively, NeoStem, Inc. (the “Company”) issued promissory
notes to RimAsia Capital Partners, LP (the “Payee”) in the principal amounts of
$400,000 and $750,000, respectively. The Notes bear interest at the
rate of 10% per annum and are due and payable on October 31, 2009 (the “Maturity
Date”), except that all principal and accrued interest on the Notes shall be
immediately due and payable in the event the Company raises over $10 million in
equity financing prior to the Maturity Date. The Notes contain
standard events of default and in the event of a default that is not
subsequently cured or waived, the interest rate will increase to a rate of 15%
per annum and, at the option of the Payee and upon notice, the entire unpaid
principal balance together with all accrued interest thereon will be immediately
due and payable. The Notes or any portion thereof may be prepaid at
any time and from time to time at the discretion of the Company without premium
or penalty.
Item
7.01. Regulation FD Disclosure.
The
Company is furnishing herewith the powerpoint presentation included as Exhibit
99.1 hereto.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
99.1 Powerpoint Presentation dated March 11, 2009
CAUTION
REGARDING FORWARD-LOOKING STATEMENTS
This
Current Report on Form 8-K of 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 various licensing arrangements 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 various licensing and other transactions
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 (collectively, the
“Acquisition Transactions”). 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.
SIGNATURE
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.
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NEOSTEM,
INC.
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By:
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/s/ Catherine M. Vaczy | |
| Catherine M. Vaczy | |||
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Vice
President and General Counsel
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Dated:
March 11, 2009
