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): April 17, 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
1.01. Entry into a Material Definitive Agreement.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
Company has entered into an agreement for the lease of executive office space
from SLG Graybar Sublease LLC (the “Landlord”) at Suite 450, 420 Lexington
Avenue, New York, NY 10170 with a lease term effective April 1, 2009
through June 30, 2013 (the “Lease”). Rental and utility payments are
currently in the aggregate approximate monthly amount of $20,100. To
help defray the cost of the Lease, the Company has licensed to third parties the
right to occupy certain of the offices in Suite 450 and use certain business
services. Such license payments currently total approximately $13,860
per month and the license agreements are for periods of one year or
less. The Lease was entered into pursuant to an assignment and
assumption of the original lease from the original lessor thereof, DCI Master
LDC (the lead investor in a private placement by the Company in June 2006) and
affiliates of DCI Master LDC and Duncan Capital Group LLC (a former financial
advisor to and an investor in the Company), for which original lease a principal
of such entities acted as guarantor (the “Guarantor”), a consent to such
assignment from the Landlord and a lease modification agreement between the
Company and the Landlord, such documents being dated April 13, 2009 with
effective delivery April 17, 2009. The Company was credited with an
amount remaining as a security deposit with the Landlord from such original
lessor (the “Security Deposit Credit”), was required to deposit an additional
amount with the Landlord to replenish the original amount of security for the
Lease and pay an amount equal to the Security Deposit Credit to the Guarantor of
the original lease. The total payments made by the Company for such
security deposit and payment of the Security Deposit Credit to the Guarantor
were in the approximate aggregate amount of $157,100. Pursuant to the
Lease, the Company is obligated to pay on a monthly basis fixed annual rent and
certain items as additional rent including utility payments. The
Lease requires the Company to maintain insurance in specified types and amounts,
contains certain other standard commercial terms such as tenant’s assumption of
its pro-rata share of certain Landlord costs, tenant’s reimbursement obligations
for certain other Landlord costs including insurance, provision for certain
additional charges and maintenance of certain systems within the premises,
contains restrictions on subletting and provisions for costs and payments
relating thereto and notice, recapture and Landlord leaseback provisions
relating to subletting, permits licensing by tenant of up to five offices or
workstations with notice to Landlord, requires the tenant to maintain and repair
certain systems, contains default and liquidated and other damage provisions
(including acceleration of all rent and additional rent due for the remainder of
the term upon a Landlord termination due to a tenant default and double payments
on a holdover after expiration or termination), interest on late payments,
tenant waivers and indemnity of Landlord, Landlord right of relocating tenant
within the building, Landlord right of termination provisions including on five
days’ notice if rent is not timely paid, on 15 days’ notice if other defaults
are uncured and also in certain insolvency related instances, and requires
consent of the Landlord in certain circumstances and provides for tenant to pay
the costs associated therewith.
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
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Catherine
M. Vaczy
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Vice
President and General Counsel
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Dated:
April 23, 2009