UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
Information
to be included in statements filed pursuant to Rules 13d-1 (b), (c)
and
(d)
and amendments thereto filed pursuant to Rule 13d-2
Under
the Securities Exchange Act of 1934
(Amendment
No. ___ )*
NeoStem,
Inc.
(Name of
Issuer)
Common
Stock, par value $0.001
(Title of
Class of Securities)
640650305
(CUSIP
Number)
December
31, 2009
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
|
r
|
Rule 13d-1(b) |
|
r
|
Rule
13d-1(c)
|
|
x
|
Rule
13d-1(d)
|
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
( “Act” ) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued
on following pages)
CUSIP No.
640650305 Schedule
13G
|
1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Shi
Mingsheng
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||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
r
(b)
r
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
People’s
Republic of China
|
||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
|
6
|
SHARED
VOTING POWER
4,087,432
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8
|
SHARED
DISPOSITIVE POWER
4,087,432
|
||
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,087,432
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* r
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
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||
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12
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TYPE
OF REPORTING PERSON*
IN
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||
CUSIP No.
640650305 Schedule
13G
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jian
Zhang
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
r
(b)
r
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
People’s
Republic of China
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
|
6
|
SHARED
VOTING POWER
4,087,432
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8
|
SHARED
DISPOSITIVE POWER
4,087,432
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,087,432
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* r
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9
%
|
||
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
||
CUSIP No.
640650305 Schedule
13G
|
1
|
NAME
OF REPORTING PERSON
Fullbright
Finance Ltd
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)N/A
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
r
(b)
r
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
4,087,432
|
|
|
6
|
SHARED
VOTING POWER
0
|
||
|
7
|
SOLE
DISPOSITIVE POWER
4,087,432
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,087,432
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* r
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9
%
|
||
|
12
|
TYPE
OF REPORTING PERSON*
CO
|
||
CUSIP No.
640650305 Schedule
13G
|
ITEM
1(a).
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NAME OF ISSUER: |
|
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NeoStem,
Inc. (the “Issuer”)
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ITEM
1(b).
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ADDRESS OF ISSUER’S
PRINCIPAL EXECUTIVE OFFICES:
|
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420
Lexington Avenue, Suite 450
New
York, NY 10170
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ITEM
2(a).
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NAME OF PERSON
FILING:
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(1) Mingsheng
Shi
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(2) Jian
Zhang
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(3) Fullbright
Finance Ltd (the “Record Holder”)
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ITEM
2(b).
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ADDRESS OF PRINCIPAL
BUSINESS OFFICE, OR, IF NONE,
RESIDENCE:
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For
all Filers:
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859
Pan Xu Road
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Suzhou,
Jiangsu 215002
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People’s
Republic of China
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ITEM
2(c)
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CITIZENSHIP:
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(1) Mingsheng
Shi is a citizen of the People’s Republic of China.
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(2) Jian
Zhang is a citizen of the People’s Republic of China.
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(3) Fullbright
Finance Ltd is a British Virgin Islands
corporation.
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ITEM
2(d).
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TITLE OF CLASS OF
SECURITIES:
|
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Common
Stock (the “Common Stock”), par value $0.001 per share.
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| ITEM 2(e). | CUSIP NUMBER: |
| 640650305 |
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ITEM
3.
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IF THIS STATEMENT IS
FILED PURSUANT TO §§240.13d-1(b) OR 240.13d-2(b) or (c), CHECK WHETHER THE
PERSON FILING IS A:
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Not
Applicable
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CUSIP No.
640650305 Schedule
13G
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ITEM
4.
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OWNERSHIP:
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Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
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Reporting Person
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Amount
beneficially owned:
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Percent
of class:
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Sole
power to vote or direct
the vote:
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Shared
power to vote or to direct
the vote:
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Sole
power to dispose or to direct the disposition of:
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Shared
power to dispose or to direct the disposition of:
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|||||
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Shi
Mingsheng
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4,087,432
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10.9%
|
0
|
4,087,432
|
0
|
4,087,432
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|||||
|
Zhang
Jian M
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4,087,432
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10.9%
|
0
|
4,087,432
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0
|
4,087,432
|
|||||
|
Fullbright
Finance Ltd
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4,087,432
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10.9%
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4,087,432
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0
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4,087,432
|
0
|
The
Record Holder is the record owner of 3,047,432 shares of Common Stock of the
Issuer, which includes: (1) 400,000 shares owned by the Record Holder prior to
the consummation of the merger (the “Merger”) of China Biopharmaceuticals
Holdings, Inc., a Delaware corporation (“CBH”), with and into CBH Acquisition
LLC, a wholly-owned subsidiary of the Issuer; (2) 640,000 shares issued upon the
conversion of 64,000 shares of the Insurer’s Series D Convertible Redeemable
Preferred Stock on October 29, 2009; (3) 125,000 shares issued upon the
consummation of the Merger; and (4) 1,882,432 shares agreed to be transferred to
the Record Holder by certain directors and officers of CBH upon consummation of
the Merger, and the transfer of said shares was closed on December 30, 2009. The
acquisition of shares in (2), (3) and (4) was made by means of a registration
statement under the Securities Act of 1933.
Mr.
Mingsheng Shi and Madam Jian Zhang are the principal shareholders of the Record
Holder and, as a result, Mr. Mingsheng Shi and Madam Jian Zhang have shared
power to vote and to dispose of the securities of the Issuer held by the Record
Holder. Therefore, Mr. Mingsheng Shi and Madam Jian Zhang may be deemed to
beneficially own the securities reported herein.
Pursuant
to Rule 13d-3 of the Securities Exchange Act of 1934, the Record Holder, Mr.
Mingsheng Shi and Madam Jian Zhang may be deemed to be the beneficial owner of
1,040,000 Common Stock issuable upon the exercise of the warrants to purchase
within sixty (60) days.
However,
each of Mr. Mingsheng Shi and Madam Jian Zhang disclaims beneficial ownership of
the shares beneficially owned by the Record Holder, except to the extent of his
or her pecuniary interest therein.
The
percentage was determined by dividing 4,087,432 by 37,552,700, the total number
of outstanding shares of Issuer’s Common Stock, calculated based on 36,512,700
shares of Issuer’s Common Stock outstanding as of November 4, 2009, plus an
additional 1,040,000 shares issuable upon the exercise of warrants held by the
Record Holder to purchase shares of the Issuer’s Common Stock, resulting in an
aggregate of 37,552,700.
CUSIP No.
640650305 Schedule
13G
|
ITEM
5.
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OWNERSHIP OF FIVE
PERCENT OR LESS OF A CLASS:
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Not
applicable
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ITEM
6.
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OWNERSHIP OF MORE THAN
FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
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Not
applicable
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ITEM
7.
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IDENTIFICATION AND
CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING
COMPANY:
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Not
applicable
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ITEM
8.
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IDENTIFICATION AND
CLASSIFICATION OF MEMBERS OF THE
GROUP:
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Not
applicable
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ITEM
9.
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NOTICE OF DISSOLUTION
OF GROUP:
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Not
applicable
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ITEM
10.
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CERTIFICATION:
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Not
applicable
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EXHIBIT
|
EXHIBIT
A
|
|
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Joint
Filing Agreement dated February 8, 2010, between Mingsheng Shi, Jian Zhang
and Fullbright Finance Ltd.
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CUSIP No.
640650305 Schedule
13G
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: February
8, 2010
|
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Mingsheng
Shi
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By: /s/ Kevin K. Tung,
Esq.,
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Attorney-in-Fact
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Mingsheng
Shi
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Jian
Zhang
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By: /s/ Kevin K. Tung,
Esq.,
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Attorney-in-Fact
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Jian
Zhang
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Fullbright
Finance Ltd
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By: /s/ Kevin K. Tung,
Esq.,
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Attorney-in-Fact
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Name:
Mingsheng Shi
|
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Title: Chairman
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CUSIP No.
640650305 Schedule
13G
EXHIBIT
A
JOINT
FILING AGREEMENT
In accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, the undersigned agree to the
joint filing on behalf of each of them of a Statement on Schedule 13G (including
any and all amendments thereto) with respect to the Common Stock, $0.001 at
value per share, of NeoStem, Inc., and further agree that this Joint Filing
Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each
party hereto is responsible for the timely filing of such Statement on Schedule
13G and any amendments thereto, and for the completeness and accuracy of the
information concerning such party contained therein; provided, however, that no
party is responsible for the completeness or accuracy of the information
concerning any other party, unless such party knows or has reason to believe
that such information is inaccurate.
This Joint Filing Agreement may be
signed in counterparts with the same effect as if the signature on each
counterpart were on the same instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of
February 8, 2010.
/s/ Mingsheng
Shi
Mingsheng
Shi
/s/ Jian
Zhang
Jian
Zhang
FULLBRIGHT
FINANCE LTD
By: /s/ Mingsheng
Shi
Name:
Mingsheng Shi
Title: Chairman