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): March 11, 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):
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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
4.01.
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Changes
in Registrant’s Certifying
Accountants.
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Dismissal
of Certifying Accountants
On March
11, 2010, the Audit Committee of the Board of Directors of NeoStem,
Inc., a Delaware corporation (the "Company"), determined that Holtz Rubenstein
Reminick LLP ("Holtz Rubenstein Reminick") will not be appointed as the
Company's independent registered public accounting firm for the Company's fiscal
year ending December 31, 2010. Accordingly, Holtz Rubenstein
Reminick's current engagement as the Company's independent registered public
accounting firm will end after the completion by Holtz Rubenstein Reminick of
its audit of the Company's financial statements for the fiscal year ended
December 31, 2009 and the filing of the Company’s Annual Report on Form 10-K for
the year ended December 31, 2009. Following completion of Holtz
Rubenstein Reminick’s engagement, the Company will file an amendment to this
Current Report on Form 8-K with the specific date such engagement is completed
and an update to the disclosures required by Item 304(a) of Regulation S-K
("Regulation S-K") promulgated by the Securities and Exchange Commission (the
"SEC") through that date.
Holtz Rubenstein Reminick's report on
the Company’s financial statements for the fiscal years ended December 31, 2008
and December 31, 2007 did not contain an adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles. During the Company’s fiscal years ended
December 31, 2008 and 2007 and the subsequent interim period through March 11,
2010, the Company had no disagreements with Holtz Rubenstein Reminick on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Holtz Rubenstein Reminick, would have caused it to make
reference to the subject matter of the disagreements in its reports for such
years. During the fiscal years ended December 31, 2008 and December
31, 2007, and the subsequent interim period through March 11, 2010, there were
no “reportable events,” as defined in Item 304 (a)(1)(v) of Regulation
S-K.
The Company has provided Holtz
Rubenstein Reminick with a copy of this Current Report on Form 8-K and requested
that Holtz Rubenstein Reminick furnish the Company with a letter addressed to
the SEC, stating whether it agrees with the statements made herein and if not,
stating the respects in which it does not agree. A letter addressed
to the SEC from Holtz Rubenstein Reminick stating that it agrees with the
statements made herein is attached as Exhibit 16.1 to this Current Report on
Form 8-K.
Engagement
of Certifying Accountants
On March
11, 2010, upon the recommendation and approval by the Audit Committee of the
Board of Directors of the Company, Deloitte & Touche LLP ("Deloitte &
Touche") was engaged to serve as the Company's independent
registered public accounting firm for the fiscal year
ending December 31, 2010. During the Company’s fiscal years ended
December 31, 2008 and December 31, 2007, and the subsequent interim period
through March 11, 2010, the Company did not consult with Deloitte & Touche
regarding either of the following: (1) the application of accounting principles
to any specific transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company’s financial statements, and
Deloitte & Touche did not provide a written report or oral advice on any
accounting, auditing or financial reporting issue that Deloitte & Touche
concluded was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issue, or
(2) any matter that was either subject of a disagreement, as defined
in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a
"reportable event," as defined in Item 304(a)(1)(v) of Regulation
S-K.
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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
No.
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Description
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16.1
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Letter,
dated March 15, 2010, from Holtz Rubenstein Reminick LLP to the
SEC.
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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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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: March 15,
2010
3
March 15,
2010
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
DC 20549
Re:
NeoStem, Inc. - Commission File Number 0-10909
Ladies
and Gentlemen:
We have
read Item 4.01 of Form 8-K dated March 15, 2010, of NeoStem, Inc. and are in
agreement with the statements contained in paragraphs one through three, herein.
We have no basis to agree or disagree with other statements of the Registrant
contained therein.
Holtz
Rubenstein Reminick LLP