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): June 12, 2009
NEOSTEM,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
(State
or Other Jurisdiction of
Incorporation)
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0-10909
(Commission
File
Number)
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22-2343568
(IRS
Employer
Identification
No.)
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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):
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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.
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Entry
into a Material Definitive
Agreement.
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On June
12, 2009, NeoStem, Inc. (the "Company" or "NeoStem") and Enhance BioMedical
Holdings Limited (the "Enhance BioMedical"), a Shanghai corporation and a
subsidiary of Enhance Holding Corporation ("Enhance Holding"), entered into an
agreement (the "Network Agreement") to develop a stem cell collection and
treatment network (the "Network") in Shanghai, Taiwan and the Chinese provinces
of Jiangsu, Zhejiang, Fujian, Anhui and Jiangxi using NeoStem’s proprietary stem
cell technologies. Enhance BioMedical has healthcare provider
relationships with numerous hospitals and doctors in Taiwan and Shanghai, as
well as in the five provinces in China to which the Network Agreement
relates. Enhance BioMedical operates the Anti-Aging and Prevention
Medical Center in Taipei, Taiwan, with facilities focused on stem cell research
and development and anti-aging therapies. The Network Agreement shall
have an initial term of ten (10) years and shall, subject to certain terms and
conditions, be renewable for subsequent ten (10) year terms at the option of
Enhance BioMedical. The Network Agreement provides for, among other
things, (i) Enhance BioMedical will have the exclusive rights to utilize
NeoStem’s proprietary adult stem cell technologies identified by NeoStem from
time to time to provide adult stem cell services and therapies in the
territories defined in the Network Agreement; (ii) NeoStem shall provide
training to Enhance BioMedical's staff in the proprietary knowledge, technology
and operating procedures to provide Enhance clients with these services; (iii)
the payment to NeoStem of a six figure technical assistance fee, which shall be
payable in installments upon the achievement of certain milestones; (iv) the
payment of stated royalty fees on gross revenues generated by Enhance BioMedical
from providing the NeoStem stem cell services and (v) an option for NeoStem,
subject to certain terms and conditions, to acquire up to a stated equity
interest in Enhance BioMedical. In addition, NeoStem may be eligible
to receive other fees in connection with assisting in the launching of the
Network. Enhance Biomedical recently invested $5 million in an $11-million
private placement financing consummated by the Company.
The
description of the Network Agreement set forth herein does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Network Agreement, a copy of which is expected to be filed as an exhibit to the
Company’s Quarterly Report on Form 10-Q for the period ending June 30,
2009.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
99.1 – Press release, dated June 15, 2009.
2
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.
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NEOSTEM,
INC.
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By:
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/s/ Catherine M.
Vaczy
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Name: Catherine
M. Vaczy
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Title: Vice
President and General Counsel
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Date: June
16, 2009
3
EXHIBIT
99.1
NeoStem
Signs Agreement with Shanghai Corporation to Develop A Stem Cell Collection and
Treatment Network in Shanghai, Taiwan and Other Targeted China
Provinces
NEW YORK,
June 15, 2009 -- NeoStem, Inc. (NYSE Amex: 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 an exclusive 10-year
agreement with Enhance BioMedical Holdings Limited, a Shanghai corporation, to
develop a Stem Cell Collection and Treatment Network using NeoStem’s proprietary
adult stem cell technologies in
Shanghai, Taiwan as well as the Chinese provinces of Jiangsu, Zhejiang,
Fujian, Anhui and Jiangxi.
Enhance
BioMedical Holdings is a subsidiary of Enhance Holding Corporation, a
multinational conglomerate with successful businesses in various market sectors
including healthcare. The conglomerate’s CEO, Jackson Ling, recently invested $5
million in an $11-million private placement financing for
NeoStem. Enhance BioMedical has healthcare provider relationships
with numerous hospitals and doctors in Taiwan and Shanghai, as well as in the
five provinces in China to which the Network Agreement
relates. Enhance BioMedical operates the Anti-Aging and Prevention
Medical Center in Taipei, Taiwan, with facilities focused on stem cell research
and development and anti-aging therapies. It expects to open an additional
healthcare center in Shanghai in the Spring of 2010, targeting high net worth
individuals.
The
Network Agreement expands NeoStem’s China-related activities, which are focused
on moving forward regenerative medical therapies and medical tourism for people
seeking high-quality treatments not available in their own
countries. Under the Network Agreement, Enhance BioMedical is given
the exclusive rights to utilize NeoStem’s proprietary adult stem cell
technologies identified by NeoStem from time to time to provide adult stem cell
services and therapies in the Asian territory. NeoStem will train
Enhance BioMedical staff in the proprietary knowledge, technology and operating
procedures to provide Enhance clients with these services. In return, NeoStem is
entitled to a six figure technical assistance fee. NeoStem also will
be entitled to a stated royalty on gross revenues generated by Enhance from
providing the NeoStem stem cell services for the duration of the renewable 10
year Network Agreement and also may receive other fees in connection with
assisting in the launching of the network.
Robin
Smith, M.D., MBA, NeoStem’s Chief Executive Officer, said, “We are very pleased
to form this alliance with Enhance Biomedical Holdings. It advances our strategy
of collaboration with China-centered enterprises and will expand internationally
our network of adult stem cell collection centers in key metropolitan areas in
the United States. We believe our overall international strategy will create
strong commercial, financial and scientific opportunities for NeoStem, enabling
us to accelerate our stem cell therapy, research and development activities and
create intellectual property positions in environments that are accepting of
stem cell science and therapies while maintaining the rigorous standards adhered
to in the United States for new technologies.”
NeoStem’s
platform business provides the infrastructure, methods and systems that allow
adults to have their stem cells safely collected and conveniently banked through
safe, minimally invasive processes that can take place in a doctor’s office,
clinic, academic medical center or hospital that is part of a developing
nationwide network of NeoStem Collection Centers.
Jackson
Ling, CEO of Enhance Holding Corporation, said, “We are very excited to form
this alliance with NeoStem, Inc. I have been greatly impressed with
the forward thinking of this company’s leadership and with the commercial
potential for NeoStem technologies and services in Taiwan and
China. China has a population of 1.3 billion people, and although the
GDP is low, it still has more than 100 million wealthy people who care very much
about their health. NeoStem’s stem cell technologies fit our
requirements for new leading-edge health centers focused on anti-aging and
prevention. We passed the anti-aging program using stem
cell treatment information on to our club members one month ago and already
have 1,000 people on a wait list for such services. We are
pleased to begin what we expect to be a long-term collaboration.”
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 of future medical
need. The Company has also 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 and is pursuing other technologies to advance its position in the field of
stem cell tissue regeneration.
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 realization of the financial and other benefits from the
establishment of the network agreement with respect to its adult stem cell
technologies 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 Annual Report on Form 10-K for the fiscal year ended December 31,
2008 and the Company's other 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