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): February 18,
2010
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):
o
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
8.01. Other
Events.
On
February 18, 2010, the Company issued a press release announcing the closing of
its previously announced public offering of 5,000,000 shares of the Company's
common stock and the exercise of the over-allotment option in full by the
underwriters for an additional 750,000 shares of the Company's common stock,
bringing the total shares offered to 5,750,000. The offering was priced at $1.35
per share. Including the over-allotment, the Company expects to receive net
proceeds from the offering, after underwriting discounts, commissions and
expenses, of approximately $6.9 million. A copy of the Company's
press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit Number
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Description
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99.1
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Press
Release dated February 18, 2010.
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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.
| NEOSTEM, INC. | |||
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Date: February
18, 2010
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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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3
Exhibit 99.1
NeoStem
Closes 5,750,000 Share Public Offering
NEW YORK,
Feb. 18 /PRNewswire-Asia-FirstCall/ -- NeoStem, Inc. (NYSE Amex: NBS) ("NeoStem"
or the "Company"), an international biopharmaceutical company with operations in
the U.S. and China, announced today the closing of its previously announced
5,000,000 share public offering and the exercise of the over-allotment option in
full by the underwriters for an additional 750,000 shares of the Company's
common stock, bringing the total shares offered to 5,750,000. The offering was
priced at $1.35 per share. Including the over-allotment, the Company expects to
receive net proceeds from the offering, after underwriting discounts,
commissions and expenses, of approximately $6.9 million.
"We are
pleased to be bringing in the Chinese New Year with this milestone and look
forward to the near-term relocation of our pharmaceutical operations in China
and launch of our stem cell therapies in China while we continue with our other
stem cell initiatives in the U.S.," said Robin Smith, M.D., Chairman and CEO of
NeoStem. "We are appreciative of the continued support of our existing investors
as well as the additional support of new investors."
Roth
Capital Partners, LLC served as sole book-running manager and Maxim Group and
Gilford Securities acted as co-managers for the offering. Copies of the final
prospectus relating to the offering may be obtained from Roth Capital Partners,
LLC at 24 Corporate Plaza Drive, Newport Beach, CA 92660 or by telephone (800)
678-9147.
This
press release does not constitute an offer to sell or the solicitation of an
offer to buy any securities of the Company and there shall not be any sale of
any such securities in a State in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
such State.
About
NeoStem, Inc.
NeoStem,
Inc. is engaged in the development of stem cell-based therapies, pursuit of
anti-aging initiatives and building of a network of adult stem cell collection
centers in the U.S. and China that are focused on enabling people to donate and
store their own (autologous) stem cells for their personal use in times of
future medical need. The Company is also the licensee of various stem cell
technologies, including a worldwide exclusive license to VSEL(TM) Technology
which uses very small embryonic-like stem cells, shown to have several physical
characteristics that are generally found in embryonic stem cells, and is
pursuing the licensing of other technologies for therapeutic use. NeoStem's
majority-controlled Chinese pharmaceutical operation, Suzhou Erye, manufactures
and distributes generic antibiotics in China. For more information, please
visit: http://www.neostem.com/.
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NeoStem,
Inc.
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CCG Investor Relations,
Inc.
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Robin Smith,
CEO
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Lei Huang, Account
Manager
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Phone: +1 (212)
584-4174
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Phone: +1 (646)
833-3417
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E-mail: rsmith@neostem.com
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E-mail: lei.huang@ccgir.com Â
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http://www.neostem.com
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http://www.ccgirasia.com
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Crocker Coulson,
President
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Phone: +1 (646)
213-1915
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E-mail: crocker.coulson@ccgir.com
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