SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
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)
|
Delaware
(State
or Other Jurisdiction of Incorporation)
|
0-10909
(Commission
File
Number)
|
22-2343568
(IRS
Employer Identification No.)
|
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))
Explanatory
Note
On March
16, 2010, NeoStem, Inc., a Delaware corporation (the “Company”) filed a Current
Report on Form 8-K (the “Form 8-K”) with the Securities and Exchange Commission
(“SEC”) to report that on March 11, 2010, the Audit Committee of the
Board of Directors of the Company had determined that Holtz Rubenstein Reminick
LLP ("Holtz Rubenstein Reminick") would not be appointed as the Company's
independent registered public accounting firm for the Company's fiscal year
ending December 31, 2010, and that Holtz Rubenstein Reminick's engagement as the
Company's independent registered public accounting firm would 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. This Current Report on Form 8-K/A (the “Form 8-K/A”) amends the
Form 8-K solely to include the specific date such engagement was completed and
an update to the disclosures required by Item 304(a) of Regulation S-K
("Regulation S-K") promulgated by the SEC through that date. Except
as set forth herein, no other amendments to the Form 8-K are made by this Form
8-K/A.
|
Item
4.01.
|
Changes
in Registrant’s Certifying
Accountants.
|
As
previously disclosed in the Form 8-K, on March 11, 2010, the
Audit Committee of the Board of Directors of the Company, determined
that Holtz Rubenstein Reminick would 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
engagement as the Company's independent registered public accounting firm ended
on March 31, 2010 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 with the SEC of the Company’s Annual Report on Form 10-K for
the year ended December 31, 2009.
Holtz Rubenstein Reminick's report on
the Company’s financial statements for the fiscal years ended December 31, 2009
and December 31, 2008 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, 2009 and 2008 and the subsequent interim period through March 31,
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, 2009 and December
31, 2008, and the subsequent interim period through March 31, 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 Form 8-K/A 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 Form 8-K/A.
As previously disclosed, on March 11,
2010, upon recommendation and approval by the Audit Committee of the Board of
Directors of the Company, Deloitte & Touche LLP was engaged to serve as the
Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2010.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
|
(d)
|
Exhibits | |
| Exhibit No. | Description | |
|
|
16.1
|
Letter,
dated April 6, 2010, from Holtz Rubenstein Reminick LLP to the
SEC.
|
2
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, NeoStem, Inc. has duly caused this Report to be
signed on its behalf by the undersigned hereunto duly authorized.
| NEOSTEM, INC. | |||
|
|
By:
|
/s/ Catherine M. Vaczy | |
|
Name: Catherine
M. Vaczy
|
|||
|
Title: Vice
President and General Counsel
|
|||
Date: April 6, 2010
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