Attached files
| file | filename |
|---|---|
| EX-5.1 - CALADRIUS BIOSCIENCES, INC. | v189236_ex5-1.htm |
| EX-4.2 - CALADRIUS BIOSCIENCES, INC. | v189236_ex4-2.htm |
| EX-1.1 - CALADRIUS BIOSCIENCES, INC. | v189236_ex1-1.htm |
| EX-4.1 - CALADRIUS BIOSCIENCES, INC. | v189236_ex4-1.htm |
| EX-99.1 - CALADRIUS BIOSCIENCES, INC. | v189236_ex99-1.htm |
| EX-10.1 - CALADRIUS BIOSCIENCES, INC. | v189236_ex10-1.htm |
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): June 25, 2010
NEOSTEM,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
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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On June
24, 2010, NeoStem, Inc. (the “Company”) entered into a placement agent agreement
(the “Placement Agent Agreement”) with Rodman & Renshaw, LLC (the “Placement
Agent”), pursuant to which the Placement Agent agreed to use its reasonable best
efforts to arrange for the sale of securities of the Company. The
Company has agreed to pay the Placement Agent an aggregate fee equal to 6% of
the gross proceeds received by the Company in the placement. In
addition, the Company has agreed to grant to the Placement Agent or its
designees five year warrants to purchase up to 4% of the aggregate number of
shares of Common Stock sold in the placement at a price of 125% of the public
offering price per share, and to reimburse the Placement Agent for expenses
incurred by it in connection with the offering in an amount equal to 0.8% of the
gross proceeds received by the Company in the offering, but in no event in
excess of $40,000.
On June
25, 2010, the Company entered into definitive securities purchase agreements
with investors in the offering, pursuant to which such investors agreed to
purchase, and the Company agreed to sell, an aggregate of 2,325,582 Units,
consisting of an aggregate of 2,325,582 shares of Common Stock and warrants to
purchase an aggregate of 581,394 shares of Common Stock, for gross proceeds of
$5.0 million. Each Unit was priced at $2.15 and consists of one share
of common stock and a warrant which will allow the investor to purchase 0.25
shares of common stock at a per share price of $2.75. The warrants
may be called by the Company in the event that the common stock trades over
$4.50 per share for 10 consecutive trading days. Subject to certain
ownership limitations, the warrants will be exercisable on the date of the
closing and will expire 2 years thereafter. The number of shares of
Common Stock issuable upon exercise of the warrants and the exercise price of
the warrants are adjustable in the event of stock dividends, splits,
recapitalizations, reclassifications, combinations or exchanges of shares,
reorganizations, liquidations, consolidation, acquisition of the Company
(whether through merger or acquisition of substantially all the assets or stock
of the Company) or similar events.
The net
proceeds to the Company from the placement, after deducting the Placement
Agent’s fees and expenses, the Company’s estimated offering expenses, and
excluding the proceeds, if any, from the exercise of the Warrants issued in the
offering, are expected to be approximately $4.6 million. The Company
intends to use the net proceeds from this offering for general corporate
purposes, including for the construction of lab facilities in China, stem
cell-related research and development projects, development and licensing of new
pharmaceutical products in China, and for working capital and the Company’s
future growth through potential acquisitions. The offering is
expected to close on or about June 30, 2010, subject to the satisfaction of
customary closing conditions.
The
shares of Common Stock, Warrants and shares of Common Stock issuable upon
exercise of the Warrants will be issued pursuant to a prospectus supplement, to
be dated as of June 28, 2010, which is being filed with the Securities and
Exchange Commission in connection with a takedown from the Company’s shelf
registration statement on Form S-3 (File No. 333-166169), which became effective
on May 11, 2010, and the base prospectus dated as of May 19, 2010. A
copy of the opinion of Lowenstein Sandler PC relating to the legality of the
issuance and sale of the shares of Common Stock, Warrants and shares of Common
Stock issuable upon exercise of the Warrants in the offering is attached as
Exhibit 5.1 hereto.
The
foregoing descriptions of the terms of the Placement Agent Agreement, the
Placement Agent Warrant, the Securities Purchase Agreements and Warrants are
subject to, and qualified in their entirety by reference to, the Placement Agent
Agreement, the form of Securities Purchase Agreement and the form of Common
Stock Purchase Warrant, which are filed herewith as Exhibits 1.1, 4.2, 10.1, and
4.1, respectively, and are incorporated herein by reference. Each of
the Placement Agent Agreement and the form of Securities Purchase Agreement
contains representations and warranties that the parties made to, and solely for
the benefit of, the other in the context of all of the terms and conditions of
that agreement and in the context of the specific relationship between the
parties. The provisions of the Placement Agent Agreement and the form
of Securities Purchase Agreement, including the representations and warranties
contained therein, are not for the benefit of any party other than the parties
to such agreements and are not intended as documents for investors and the
public to obtain factual information about the current state of affairs of the
parties to those documents and agreements. Rather, investors and the public
should look to other disclosures contained in the Company’s filings with the
Securities and Exchange Commission.
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Item 8.01 Other
Events
Forward-Looking
Statements
Certain
statements in this Form 8-K are forward-looking statements that involve a
number of risks and uncertainties. Such forward-looking statements include
statements about the expected settlement of the sale and purchase of common
stock described herein and the Company’s receipt of net proceeds
therefrom. For such statements, the Company claims the protection of the
Private Securities Litigation Reform Act of 1995. Actual events or
results may differ materially from the Company’s expectations. Factors
that could cause actual results to differ materially from the forward-looking
statements include, but are not limited to, the Company’s ability to satisfy
applicable closing conditions under the Placement Agent Agreement and Securities
Purchase Agreements. Additional factors that could cause actual
results to differ materially from those stated or implied by the Company’s
forward-looking statements are disclosed in the Company’s reports filed with the
Securities and Exchange Commission.
Item
9.01. Financial Statements and Exhibits
| (d) Exhibits. | ||
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Exhibit
No.
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Description
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1.1
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Placement
Agent Agreement, dated June 24, 2010, between NeoStem, Inc. and Rodman
& Renshaw, LLC
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4.1
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Form
of Common Stock Purchase Warrant
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4.2
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Form
of Placement Agent Warrant
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5.1
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Opinion
of Lowenstein Sandler PC
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10.1
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Form
of Securities Purchase Agreement dated June 25, 2010
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23.1
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Consent
of Lowenstein Sandler PC (contained in Opinion of Lowenstein Sandler PC
filed as Exhibit 5.1)
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99.1
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Press
release, dated June 25,
2010
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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. | |||
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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: June 28,
2010
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