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): August 8, 2007
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)-584-4814
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 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal
Year.
A one-for-ten reverse stock split is being effected as of August 9,
2007. On June 14, 2007, the stockholders of NeoStem, Inc. (the "Company")
approved an amendment to the Company's Certificate of Incorporation to effect a
reverse stock split of the Company's common stock at a ratio between
one-for-three and one-for-ten shares in the event it was deemed necessary by the
Company's Board of Directors in order to be accepted onto a securities exchange.
On July 9, 2007, the Board of Directors authorized the reverse stock split at a
ratio of one-for-ten shares. On August 8, 2007, the Company filed a Certificate
of Amendment effective on August 9, 2007 at 10:00 a.m. in order to effect the
one-for-ten reverse stock split. The split is intended to satisfy one of the
listing requirements of the American Stock Exchange.
Item 8.01. Other Events.
On August 8, 2007, the Company completed the sale of 1,055,900 units at
a price of $5.00 per unit pursuant to a best efforts public offering. A
registration statement on Form SB-2A (File No. 333-142923) relating to these
units was filed with the Securities and Exchange Commission and declared
effective on July 16, 2007. Each unit consists of one share of common stock and
one-half of a five year Class A warrant to purchase one-half a share of common
stock at a price of $6.00 per share. Thus, 1,000 units consist of 1,000 shares
of common stock and warrants to purchase 500 shares of common stock. Net
proceeds to the Company are approximately $4.8 million.
On August 8, 2007, subject to closing of the above sale and
consummation of the reverse split, the American Stock Exchange accepted for
listing the Company's common stock, units as described above, and Class A
warrants under the symbols "NBS", "NBS.U", and "NBS.WS" respectively. Trading on
the American Stock Exchange will commence on August 9, 2007.
Item 9.01. Financial Statements and Exhibits
99.1 Press Release dated August 8, 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/ Catherine M. Vaczy
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Catherine M. Vaczy
Vice President and General Counsel
Dated: August 8, 2007
Exhibit 99.1
NeoStem Announces Approval for Listing on American Stock Exchange
Under Ticker Symbols NBS and NBS.U Starting Thursday August 9, 2007
Concurrent with the Listing, NeoStem Announces Closing of a Public
Offering for Over $5 Million and Completes a 1-for-10 Reverse Stock Split
NEW YORK--(BUSINESS WIRE)--Aug. 9, 2007--NeoStem, Inc.
(OTCBB:NEOI), the first company to specialize in the collection,
processing and long term storage of stem cells from healthy adults for
personal use in times of critical medical need, today announces its
common stock and units have been approved to be listed on the American
Stock Exchange under the ticker symbols--NBS and NBS.U--and will start
trading August 9, 2007. The listing followed the completion of a
public-offering in excess of $5 million and a one-for-ten reverse
stock split.
The listing on the American Stock Exchange is consistent with the
Company's strategic mission to attract institutional investors and to
provide long-term value for its shareholders.
"We are extremely proud of our recent achievements and of
surpassing yet another milestone for the benefit of our shareholders,"
said Robin Smith, M.D., Chairman and Chief Executive Officer of
NeoStem. "It is an honor to be listed on the American Stock Exchange
and to enjoy all the benefits of its long and storied history. We
believe these recent developments will be major catalysts as we move
forward into a position of leadership in the burgeoning market for
stem cell therapies and services."
The closing of this offering is the latest validation of NeoStem's
high-growth business model focused on developing next generation
services and therapies that have the potential to help millions of
health-conscious individuals. The total offering comprises units at a
price of $5 per unit. Each unit consists of one share of common stock
and one-half a Class A warrant to purchase one-half a share of common
stock. Thus, 1,000 units consist of 1,000 shares and warrants to
purchase 500 shares of common stock.
The Underwriter for the offering was Mercer Capital Ltd., members
of the National Association of Securities Dealers, Inc.
NeoStem's common stock, units and Class A warrants have been
accepted for listing on the American Stock Exchange under the symbols
"NBS", "NBS.U", and "NBS.WS" respectively, effective upon consummation
of the initial closing of the offering. The CUSIP for the Common Stock
is 640650305, the CUSIP for the Units is 640650206, and the CUSIP for
the Warrants is 640650115.
NeoStem's first-to-market competitive advantage uniquely positions
the Company to capitalize on the hundreds of adult stem cell-based
therapy clinical trials currently underway. As these stem cell-based
therapies become available, NeoStem clients will be among the first to
benefit from the life saving progress that has already been made for
such debilitating conditions as cancer, heart disease, multiple
sclerosis, lupus, and many others.
About NeoStem, Inc.
NeoStem is a biotechnology services company enhancing the delivery
of adult stem cell therapeutics to health-conscious consumers. The
Company is developing a nationwide network of adult stem cell
collection centers, enabling people to donate and store their own stem
cells with NeoStem for personal use years or decades later in times of
critical medical need.
The proprietary NeoStem technologies empower health-conscious
consumers to help protect their future health by undergoing treatment
with their own stem-cells - providing an accessible supply of healthy,
genetically matched stem cells for use in the eventuality of illness.
Currently underway are hundreds of stem cell-based research
programs and clinical trials investigating the use of these
non-controversial adult stem cells, such as those collected from
donors under NeoStem's methods. As the nation's population ages and
encounters serious age-related and congenital health issues, NeoStem
has positioned itself as a leader in the fast-growing national trend
toward personal "bio-insurance."
The Company's non-capital intensive business plan is a service
model that is completely scalable, thus minimizing risk levels
ordinarily related to most long-term biopharmaceutical research and
development. Under its strategic business plan, NeoStem has begun
opening a nationwide network of adult stem cell collection facilities.
Its stem cell collection systems will be located in existing physician
offices and medical facilities, where the procedures and care can be
administered by trusted personal doctors and medical professionals.
For more information, please visit: www.neostem.com.
For other information and resources about the Company, visit
www.CFSG1.com or www.trilogy-capital.com/tcp/neostem/quote.html.
Forward-Looking Statements
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; (iii) competitive factors and developments
beyond the Company's control; (iv) scientific and medical developments
beyond the Company's control; (v) the Company's inability to obtain
appropriate state licenses or any other adverse effect or limitations
caused by government regulation of the business; and (vi) 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.
CONTACT: NeoStem, Inc.
Robin Smith, Chief Executive Officer, 212-584-4180
rsmith@neostem.com
www.neostem.com
or
Consulting for Strategic Growth 1
Stanley Wunderlich/Daniel Stepanek, 800-625-2236
Fax: 212-337-8089
http://www.cfsg1.com
or
Financial Communications
Trilogy Capital Partners
Ryon Harms, 800-592-6067
ryon@trilogy-capital.com