UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 15, 2006
NEOSTEM, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-10909 22-2343568
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(State Or Other (Commission (IRS Employer
Jurisdiction Of File Number) Identification No.)
Incorporation)
420 Lexington Avenue, Suite 450
New York, New York 10170
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212)-584-4180
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):
[ ] 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))
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Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
Effective on November 15, 2006, the Board of Directors of NeoStem, Inc.
(the "Company") approved the appointment of Richard Berman as a director of the
Company. Mr. Berman will serve as a director until the Company's next annual
meeting of shareholders. Mr. Berman was appointed as Chairman of the
Compensation Committee of the Board of Directors, and as Chairman of the Audit
Committee of the Board of Directors. Pursuant to the terms of a Securities
Purchase Agreement, dated June 2, 2006, between the Company and certain
accredited investors, the Company agreed to permit the lead investor, DCI Master
LDC, to appoint one additional independent member to the Company's Board of
Directors should they chose to do so. Mr. Berman was chosen by DCI Master LDC to
serve as an independent director of the Company, pursuant to the terms of that
Securities Purchase Agreement.
On November 16, 2006, the Board of Directors of the Company approved
the appointment of Steven S. Myers as a director of the Company. Mr. Myers will
serve as a director until the Company's next annual meeting of shareholders. Mr.
Myers was appointed to sit on the Company's Compensation Committee of the Board
of Directors and Audit Committee of the Board of Directors.
Upon appointment as director, Mr. Berman and Mr. Myers were each
granted 200,000 shares of restricted stock of the Company, pursuant to the
Company's 2003 Equity Participation Plan. Mr. Berman was also granted 200,000
shares for his appointment as Chairman of the Audit Committee and the
Compensation Committee of the Board of Directors, pursuant to the terms of the
2003 Equity Participation Plan. One-third of the shares of restricted stock
granted vested upon the date of grant, and the remainder will vest in two equal
annual installments beginning one year from the date of grant.
Prior to his appointment as a director, on August 30, 2006 Mr. Berman
entered into a Subscription Agreement with the Company for the purchase of units
consisting of 227,273 shares of common stock of the Company at a purchase price
of $.44 per share and warrants to purchase up to 113,636 shares of common stock
of the Company at a price per share of $0.80. Such warrants are exercisable
immediately and will expire on August 29, 2011.
Mr. Myers also entered into a Subscription Agreement with the Company
on June 2, 2006 for the purchase of units consisting of 454,546 shares of common
stock of the Company at a purchase price of $.44 per share and warrants to
purchase up to 227,272 shares of common stock of the Company at a price per
share of $0.80. Such warrants are exercisable immediately and will expire on
June 1, 2011.
A copy of the press release announcing the appointment of Mr. Berman as
a director of the Company is being filed with this Current Report on Form 8-K as
Exhibit 99.1. A copy of the press release announcing the appointment of Mr.
Myers as a director of the Company is being filed as Exhibit 99.2 to this
Current Report on Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 - Press Release dated November 15, 2006.
Exhibit 99.2 - Press Release dated November 20, 2006.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEOSTEM, INC.
By: /s/ Catherine M. Vaczy
----------------------
Catherine M. Vaczy
Vice President and General Counsel
Dated: November 20, 2006
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EXHIBIT 99.1
CONTACTS
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Robin Smith, CEO Stanley Wunderlich/Daniel Stepanek
NeoStem, Inc. Consulting for Strategic Growth 1
420 Lexington Ave., Ste. 450 800 Second Avenue
NY, NY 10170 New York, NY 10017
Tel: (212) 584-4180 Tel: (800) 625-2236
Fax: (646) 514-7787 Fax: (212) 337-8089
Email; rsmith@neostem.com Emails: info@cfsg1.com
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Web site: www.neostem.com dstepanek@cfsg1.com
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Web site: www.cfsg1.com
FOR IMMEDIATE RELEASE
NEOSTEM, INC. APPOINTS SEASONED BUSINESS EXECUTIVE TO THE
COMPANY'S BOARD OF DIRECTORS
Dr. Wayne A. Marasco Assumes Added Responsibilities as
NeoStem's Senior Scientific Advisor
NEW YORK, November 16, 2006 - NeoStem, Inc. (OTCBB:NEOI), a company specializing
in the collection, processing and long-term storage of Adult Stem Cells (ASCs)
for autologous use, announced today that it has appointed Richard Berman, a
seasoned business executive with emphasis on biotech, Internet and other
technology sectors, to the Company's Board of Directors.
Mr. Berman's career spans over 35 years of venture capital, management and
merger & acquisitions experience. In the last five years, he has served as a
professional director and/or officer of about a dozen public and private
companies. He is currently CEO of Nexmed, a small public biotech company,
Chairman of National Investment Managers, a public company in pension
administration and investment management, Chairman of Candidate Resources, a
private company delivering HR services over the Web., and Chairman of Fortress
Technology Systems (homeland security). In addition, he serves as a director of
seven public companies: Dyadic International, Inc., Broadcaster, Inc., Internet
Commerce Corporation, MediaBay, Inc., NexMed, Inc., National Investment
Managers, and Advaxis, Inc.
Concurrent with Mr. Berman joining the Board, Dr. Wayne A. Marasco agreed to
resign from the Board of Directors to assume more responsibilities in his
position as the Company's Senior Scientific Advisor. Dr. Marasco is an Associate
Professor in the Department of Cancer Immunology & AIDS at the Dana-Farber
Cancer Institute and Associate Professor of Medicine at Harvard Medical School.
He will take the lead in expanding the Company's academic relationships and
research collaborations.
Robin L. Smith, MD, MBA, NeoStem's Chief Executive Officer, said, "We are
delighted to have Richard Berman join NeoStem's Board of Directors. His
extensive experience in forming and growing a wide range of successful
businesses represents the high level of financial and strategic business
expertise we are seeking to bring to NeoStem. We believe that such thought
leaders in the business world can enhance the strong, successful growth of our
Company."
Dr. Smith continued, "Dr. Marasco has been involved in shaping the Company since
its inception. We believe it is best for the Company that he focuses on
developing collaborations with scientists and researchers at academic medical
institutions to help move forward the field of stem cell therapies."
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Summing up, Dr. Smith noted, "We expect that the combination of a Board of
Directors with a strong business thrust and a Scientific Advisory Board of
leaders in adult stem cell therapies and research will help position NeoStem in
the forefront of this vital and burgeoning field."
About NeoStem, Inc.
NeoStem, Inc. (OTCBB:NEOI) is an innovative, publicly traded company positioned
to become a leader in the adult stem cell field and to capitalize on the
increasing importance that adult stem cells are expected to play in the future
of regenerative medicine.
Using its proprietary process, NeoStem provides the infrastructure, methods and
systems that allow adults to have their stem cells safely collected and
conveniently banked for future therapeutic use, as needed, in the treatment of
such life-threatening diseases as diabetes, heart disease and radiation sickness
that may result from a bio-terrorist attack. Adult stem cell therapy has also
been used for many years in treating blood cancer. Further potential uses
include regenerative therapies for wound healing, autoimmune diseases such as
multiple sclerosis and lupus, and age-related degenerative musculoskeletal
diseases.
NeoStem uses the least invasive form of collection called apheresis, a well
known safe procedure that extracts stem cells from an adult's peripheral blood.
Once collected, NeoStem's storage process allows the cells to be cryo-preserved
during an individual's lifetime for use when needed. The management, Board of
Directors and Advisors of NeoStem collectively have significant technical,
medical and scientific expertise as well as substantial experience in life
science marketing and business development.
######
Certain statements in this press release constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995,
including statements concerning the ability of NeoStem, Inc. ("the Company") to
develop the adult stem cell business, 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 potential revenue growth of the Company's
business. 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. The Company' s ability to enter the adult stem
cell arena and future operating results are dependent upon many factors,
including but not limited to (i) the Company's ability to obtain sufficient
capital or a strategic business arrangement to fund its expansion plans; (ii)
the Company's ability to build the management and human resources and
infrastructure necessary to support the growth of its business and obtain
appropriate state licenses; (iii) competitive factors and developments beyond
the Company's control;(iv) scientific and medical developments beyond the
Company's control and (v) other risk factors discussed in the Company's periodic
filings with the Securities and Exchange Commission which are available for
review at www.sec.gov under "Search for Company Filings."
Pursuant to an October 1, 2006 agreement, Consulting For Strategic
Growth I, Ltd. ("CFSG1") provides the Company with consulting, business
advisory, investor relations, public relations and corporate development
services, for which CFSG1 receives a fixed monthly fee for the duration of the
agreement and received shares of NeoStem's common stock. Independent of CFSG1's
receipt of cash or other compensation from the Company, CFSG1 may choose to
purchase the common stock of the Company and thereafter sell those shares at any
time it deems appropriate to do so. For more information, please visit
www.cfsg1.com.
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EXHIBIT 99.2
CONTACTS
- --------
Robin Smith, CEO Stanley Wunderlich/Daniel Stepanek
NeoStem, Inc. Consulting for Strategic Growth 1
420 Lexington Ave., Ste. 450 800 Second Avenue
NY, NY 10170 New York, NY 10017
Tel: (212) 584-4180 Tel: (800) 625-2236
Fax: (646) 514-7787 Fax: (212) 337-8089
Email; rsmith@neostem.com Emails: info@cfsg1.com
------------------ --------------
Web site: www.neostem.com dstepanek@cfsg1.com
--------------- -------------------
Web site: www.cfsg1.com
FOR IMMEDIATE RELEASE
NEOSTEM, INC. APPOINTS INNOVATIVE LEADER IN COMPETITIVE BUSINESS
PROCUREMENT AND MANAGEMENT TO THE COMPANY'S BOARD OF DIRECTORS
NEW YORK, November 20, 2006 - NeoStem, Inc. (OTCBB:NEOI), a company specializing
in the collection, processing and long-term storage of Adult Stem Cells (ASCs)
for autologous use, announced today that it has appointed Steven S. Myers, an
expert in competitive business procurement and management, to the Company's
Board of Directors.
Mr. Myers is the founder, Chairman and CEO of SM&A (Nasdaq:WINS), the world's
leading provider of Competition Management Services. SM&A helps businesses win
structured competitive procurements and design successful transitions from
proposals to programs. Since 1982, SM&A has managed over 1,000 proposals worth
more than $340 billion for its clients and has achieved an 85% win rate on
awarded contracts. The company has also supported more than 140 programs with a
better than 93% client-satisfaction rating. SM&A routinely supports clients such
as Boeing, Lockheed Martin, Accenture, Raytheon, Northrop Grumman, Motorola, and
other Fortune 500 companies. Additional information about SM&A is available at
www.smawins.com.
Mr. Myers graduated from Stanford University with a B.S. in Mathematics and had
a successful career in the aerospace and defense sector supporting DoD and NASA
programs before founding SM&A. He has a strong technical background in systems
engineering and program management. Mr. Myers is also founder, President and CEO
of Dolphin Capital Holdings, Inc, which owns, operates and leases business jet
aircraft and does private equity investing in innovative enterprises. A serial
entrepreneur, Mr. Myers has spearheaded a number of business innovations in
aerospace & defense and in business aviation. He is a highly accomplished
aviator.
Robin L. Smith, MD, MBA, NeoStem's Chief Executive Officer, said, "We are very
pleased to welcome Steve Myers to NeoStem's Board of Directors. He has built a
successful company that continues to bring value to its shareholders. His
business creativity and extensive experience in providing mentoring solutions
for companies seeking successful partnerships, acquisitions, and contracts will
provide NeoStem with a high level of guidance as we reach out to build our
Company in part through alliances with various medical, academic and
pharmaceutical institutions."
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About NeoStem, Inc.
NeoStem, Inc. (OTCBB:NEOI) is an innovative, publicly traded company positioned
to become a leader in the adult stem cell field and to capitalize on the
increasing importance that adult stem cells are expected to play in the future
of regenerative medicine.
Using its proprietary process, NeoStem provides the infrastructure, methods and
systems that allow adults to have their stem cells safely collected and
conveniently banked for future therapeutic use, as needed, in the treatment of
such life-threatening diseases as diabetes, heart disease and radiation sickness
that may result from a bio-terrorist attack. Adult stem cell therapy has also
been used for many years in treating blood cancer. Further potential uses
include regenerative therapies for wound healing, autoimmune diseases such as
multiple sclerosis and lupus, and age-related degenerative musculoskeletal
diseases.
NeoStem uses the least invasive form of collection called apheresis, a well
known safe procedure that extracts stem cells from an adult's peripheral blood.
Once collected, NeoStem's storage process allows the cells to be cryo-preserved
during an individual's lifetime for use when needed. The management, Board of
Directors and Advisors of NeoStem collectively have significant technical,
medical and scientific expertise as well as substantial experience in life
science marketing and business development.
######
Certain statements in this press release constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995,
including statements concerning the ability of NeoStem, Inc. ("the Company") to
develop the adult stem cell business, 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 potential revenue growth of the Company's
business. 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. The Company' s ability to enter the adult stem
cell arena and future operating results are dependent upon many factors,
including but not limited to (i) the Company's ability to obtain sufficient
capital or a strategic business arrangement to fund its expansion plans; (ii)
the Company's ability to build the management and human resources and
infrastructure necessary to support the growth of its business and obtain
appropriate state licenses; (iii) competitive factors and developments beyond
the Company's control;(iv) scientific and medical developments beyond the
Company's control and (v) other risk factors discussed in the Company's periodic
filings with the Securities and Exchange Commission which are available for
review at www.sec.gov under "Search for Company Filings."
Pursuant to an October 1, 2006 agreement, Consulting For Strategic Growth I,
Ltd. ("CFSG1") provides the Company with consulting, business advisory, investor
relations, public relations and corporate development services, for which CFSG1
receives a fixed monthly fee for the duration of the agreement and received
shares of NeoStem's common stock. Independent of CFSG1's receipt of cash or
other compensation from the Company, CFSG1 may choose to purchase the common
stock of the Company and thereafter sell those shares at any time it deems
appropriate to do so. For more information, please visit www.cfsg1.com.
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