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): February 5, 2007
NEOSTEM, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-10909 22-2343568
(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)-584-4814
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))
Item 3.02. Unregistered Sales of Equity Securities.
On February 5 and February 6, 2007, NeoStem, Inc. (the "Company") entered
into Subscription Agreements (the "Subscription Agreements") with six accredited
investors listed therein (the "Investors"). Pursuant to the Subscription
Agreements, the Company issued to each Investor units (the "Units") comprised of
two shares of its common stock, par value $.001 per share (the "Common Stock"),
one redeemable seven-year warrant to purchase one share of Common Stock at a
purchase price of $.80 per share and one non-redeemable seven-year warrant to
purchase one share of Common Stock at a purchase price of $.80 per share
(together, the "Warrants"), at a per-Unit price of $1.00. The Company issued an
aggregate of 280,000 Units to Investors, for an aggregate purchase price of
$280,000 on February 5 and February 6, 2007. Combined with the prior closings of
this private placement on January 26, 2007 and February 1, 2007, the Company
sold an aggregate of 2,500,000 Units for an aggregate purchase price of
$2,500,000.
Pursuant to the Company's agreement with Emerging Growth Equities, Ltd.,
("EGE"), the placement agent for the private placement, in connection with the
February 5 and February 6, 2007 closings of the private placement, the Company
paid to EGE a cash fee equal to $11,200 and issued EGE warrants to purchase up
to 11,200 Units. Combined with the prior closings of the private placement by
EGE on January 26, 2007 and February 1, 2007, the Company paid to EGE aggregate
cash fees equal to $171,275 and issued to EGE aggregate warrants to purchase up
to 171,275 Units.
Pursuant to the terms of the Subscription Agreements, the Company is
required to prepare and file, no later than ten days after the filing of the
Company's Annual Report on Form 10-K, a Registration Statement with the SEC to
register the shares of Common Stock issued to Investors and the shares of Common
Stock underlying the Warrants. On February 8, 2007 the Company filed this
Registration Statement with the SEC.
The Investor's execution of the Subscription Agreements was conditioned
upon entry by the Company's Board of Directors and executive officers into a
lock-up agreement, pursuant to which such directors and officers will not,
without the consent of EGE, sell or transfer their Common Stock until the
earlier of: (a) six months following the effective date of the Registration
Statement filed to register the shares underlying the Units, or (b) twelve
months following the sale of the Units.
The sales of the above securities were exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, as amended and/or Regulation D
thereunder.
Item 8.01. Other Events.
On February 7, 2007, the Company issued a press release announcing the
Company's completion of the private placement described in Item 3.02 above for
$2,500,000. A copy of the press release announcing the financing is attached as
Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit 10.1 Form of Subscription Agreement among NeoStem, Inc, Emerging
Growth Equities, Ltd. and certain investors listed therein
(incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K, filed February 1, 2007)
Exhibit 10.2 Form of Redeemable Warrant to Purchase Shares of Common
Stock of NeoStem, Inc. (incorporated by reference to
Exhibit 10.2 to the Company's Current Report on Form 8-K,
filed February 1, 2007)
Exhibit 10.3 Form of Non-Redeemable Warrant to Purchase Shares of Common
Stock of NeoStem, Inc. (incorporated by reference to
Exhibit 10.3 to the Company's Current Report on Form 8-K,
filed February 1, 2007)
Exhibit 99.1 Press Release dated February 7, 2007
SIGNATURE
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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/ Robin Smith
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Robin Smith
Chief Executive Officer
Dated: February 12, 2007
EXHIBIT INDEX
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Exhibit Number Description
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Exhibit 99.1 Press Release dated February 7, 2007
EXHIBIT 99.1
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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 COMPLETES $2.5 MILLION FINANCING TO ADVANCE THE COMPANY'S GROWTH PLAN
NEW YORK, NY, Feb 7, 2007 - NeoStem, Inc. (OTCBB:NEOI), the only company
specializing in the collection, processing and long-term storage of Adult Stem
Cells (ASCs) for autologous use, announced today that it has completed a $2.5
million private placement of common stock and warrants. Proceeds from the
offering will be used to accelerate the Company's growth plan, including
expansion of Adult Stem Cell Collection Centers and the NeoStem Physicians
Network.
Emerging Growth Equities, Ltd. acted as the placement agent for this
transaction.
NeoStem's CEO, Robin L. Smith, MD, MBA, stated, "We are extremely pleased
to announce the closing of this financing. This infusion of capital will allow
us to pursue opportunities that should drive our growth over the next several
years. We are very excited to have the support of investors, such as well known
venture capitalists John Pappajohn and Cliff Henry, who understand the potential
for adult stem cell therapeutics that are emerging with the advances of
regenerative medicine for heart disease, skeletal repair, skin wounds, burns,
radiation exposure and autoimmune disorders such as lupus, multiple sclerosis
and rheumatoid arthritis. By storing his or her own stem cells, a patient can
create bio-insurance against future need while eliminating potential issues of
tissue matching and rejection. NeoStem is the first commercial company to
provide safe and convenient autologous stem cell processing and long-term
storage for stem cells derived from adults."
During the remainder of 2007, NeoStem is moving to:
o Expand its network of participating physicians;
o Establish Adult Stem Cell Collection Centers throughout the
continental United States;
o Establish strategic relationships with leading pharmaceutical and
biotechnology companies;
o Partner with major academic institutions to enhance translational
research;
o Market its services to those educated in the value of stem cells;
o Enhance the Company's distinguished Board of Directors and Scientific
and Advisory Boards; and
o Expand its patent portfolio in the identification, collection,
mobilization and storage of autologous stem cells.
ABOUT NEOSTEM, INC.
NeoStem, Inc. (OTCBB:NEOI) is in the business of processing and long-term
storage of stem cells safely extracted from adults for multiple uses by the
individual in the future. NeoStem and its network of providers use a safe,
minimally invasive procedure -- apheresis -- to collect the cells. 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 multiple future therapeutic uses, as needed, in the treatment of such
diseases as diabetes, heart disease, cancer and radiation sickness. Further
potential uses for adult stem cells include regenerative therapies for wound
healing, autoimmune diseases such as multiple sclerosis and lupus, and
age-related degenerative musculoskeletal diseases. NeoStem's first processing
and storage bank facility has been licensed by the State of California and is
operating in Los Angeles.
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, including developments in the potential therapeutic use
of adult stem 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."