UNITED
STATES
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): September 3,
2009
NEOSTEM,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
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):
x Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
NEOSTEM, INC. (“NEOSTEM” OR THE
“COMPANY”) FILED A REGISTRATION STATEMENT WITH THE SECURITIES AND EXCHANGE
COMMISSION (“SEC”) THAT CONTAINS A PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS,
IN CONNECTION WITH THE PROPOSED MERGER (THE “MERGER”) OF CHINA
BIOPHARMACEUTICALS HOLDINGS, INC. (“CBH”) WITH AND INTO CBH ACQUISITION LLC, A
WHOLLY OWNED SUBSIDIARY OF NEOSTEM, AND RELATED TRANSACTIONS, AS DESCRIBED IN
THE REPORTS ON THE FORMS 8-K FILED WITH THE SEC ON NOVEMBER 6, 2008, JULY 8,
2009, AND SEPTEMBER 2, 2009, AND THE EXHIBITS
THERETO. SECURITYHOLDERS OF NEOSTEM AND OTHER INTERESTED PERSONS ARE
ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH
NEOSTEM’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ NEOSTEM’S PROXY
STATEMENT FOR ITS 2009 ANNUAL MEETING OF STOCKHOLDERS FILED WITH THE SEC ON
APRIL 14, 2009 AND SUBSEQUENT FORMS 8-K FOR INFORMATION ABOUT THE DIRECTORS,
EXECUTIVE OFFICERS, AND PRINCIPAL STOCKHOLDERS OF NEOSTEM. THE FINAL
PROXY STATEMENT/PROSPECTUS WILL BE SENT TO STOCKHOLDERS OF NEOSTEM SEEKING THEIR
APPROVAL OF THE PROPOSED MERGER AND OTHER MATTERS. INVESTORS AND
SECURITY HOLDERS WILL BE ABLE TO OBTAIN THE DOCUMENTS FREE OF CHARGE AT THE
SEC’S WEBSITE, HTTP://WWW.SEC.GOV. SINCE SUCH FINAL DOCUMENTS ARE NOT
CURRENTLY AVAILABLE, NEOSTEM’S STOCKHOLDERS WILL RECEIVE INFORMATION AT AN
APPROPRIATE TIME AS TO HOW TO OBTAIN TRANSACTION-RELATED DOCUMENTS FREE OF
CHARGE FROM NEOSTEM.
NEOSTEM,
CBH AND THEIR RESPECTIVE DIRECTORS, EXECUTIVE OFFICERS, AFFILIATES AND OTHER
PERSONS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE
SPECIAL MEETING OF NEOSTEM STOCKHOLDERS TO BE HELD TO APPROVE THE MERGER AND
OTHER MATTERS. ADDITIONAL INFORMATION REGARDING THE INTERESTS OF POTENTIAL
PARTICIPANTS IS INCLUDED IN THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
MATERIALS FILED BY NEOSTEM WITH THE SEC.
THIS
COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY
JURISDICTIONS IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION. NO OFFERING OF SECURITIES SHALL BE MADE EXCEPT BY MEANS OF A
PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF 1933,
AS AMENDED.
Safe Harbor for
Forward-Looking Statements
General
This
Current Report on Form 8-K, the exhibit hereto and the documents referred to
herein contain "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
successfully develop the adult stem cell business at home and abroad, 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 financial obligations under various licensing and
other strategic arrangements and the successful commercialization of the
relevant 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 and the Company’s
ability to obtain and maintain other rights to technology required or desirable
for the conduct of its business; (viii) whether any potential strategic benefits
of various licensing transactions will be realized and whether any potential
benefits from the acquisition of these new licensed technologies will be
realized; (ix) whether the Company can obtain the consents it may require to
sublicensing arrangements from technology licensors in connection with
technology development; (x) the Company’s ability to maintain its NYSE Amex
listing or to obtain another exchange listing; and (xi) the other factors
discussed in Item 1A, “Risk Factors” contained in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2008 (the “Form 10-K”) and in other
reports that we file with the SEC.
Proposed
Merger; Independent China Expansion Activities
Additional
risks and uncertainties relate to (i) the Company’s proposed Merger with CBH 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) the Company’s other expansion
activities in China, that may cause actual future experience and results to
differ materially from those discussed in these forward-looking statements.
Important factors (i) related to the proposed Merger that might cause such a
difference include, but are not limited to, (a) costs related to the Merger; (b)
failure of the Company's or CBH’s stockholders to approve the Merger; (c) the
Company's or CBH's inability to satisfy the conditions of the Merger; including
obtaining the necessary approvals from the PRC governmental authorities
(d) the Company's inability to maintain its NYSE Amex listing or to
obtain another exchange listing; (e) the inability to integrate the Company’s
and CBH's businesses successfully and grow such merged businesses as
anticipated; (f) the need for outside financing to meet capital requirements;
and (g) failure to have an effective Joint Venture Agreement satisfactory to the
parties and regulatory authorities; (ii) related to the Company’s independent
expansion activities in china that might cause such a difference include, but
are not limited to, (a) costs related to funding these initiatives; (b) the
successful application under Chinese law of the variable interest entity
structure to the Company’s business, which structure the Company is
relying on to conduct its business in China due to the fact that the Catalogue
Guiding Foreign Investment in Industries in China categorizes the stem cell
business as a prohibited business in China; (c) the inability to integrate the
Company and the business operations in China successfully and grow such merged
businesses as anticipated; and (d) the need for outside financing to meet
capital requirements; and (iii) related to each of the Merger and the Company’s
other expansion activities in China, respectively, the other events and factors
disclosed in the Company’s Current Reports on Form 8-K dated November 2, 2008
and July 2, 2009, respectively, relating to the Merger and expansion into China,
respectively, and other risk factors discussed in Item 1A, “Risk Factors”
contained in the Company’s Form 10-K and in other periodic Company filings with
the SEC and disclosed in the Proxy Statement/Registration Statement on Form S-4
filed with the SEC in connection with the Merger. 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.
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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NeoStem,
Inc. has entered into an agreement for the lease of space from Rivertech
Associates II, LLC, c/o The Abbey Group (the “Landlord”) at 840 Memorial Drive,
Cambridge, Massachusetts with a lease term effective September 1, 2009 through
August 31, 2012 (the “Lease”). The space will be used for general
office, research and development, and laboratory space (inclusive of an adult
stem cell collection center). The base rent under the Lease is
$567,700 for the first year, $356,840 for the second year and $369,005 for the
third year. In addition, the Company will be responsible for certain
costs and charges specified in the Lease, including utilities, operating
expenses and real estate taxes. The security deposit is $84,141,
which may be reduced to $56,094 if Company has not defaulted in the performance
of its obligations under the lease prior to the second lease year. To
help defray the cost of the Lease, Company will share with Alnara Pharmaceutical
Inc. (“AP”) certain of the leased premises and AP will pay the Company $5,000 a
month.
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 September 9, 2009
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: September
9, 2009
