Attached files
| file | filename |
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| EX-4.1 - CALADRIUS BIOSCIENCES, INC. | v177924_ex4-1.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): March 15, 2010
NEOSTEM,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction of Incorporation)
|
0-10909
(Commission
File
Number)
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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))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
|
On March 15, 2010, NeoStem, Inc. (the
“Company”) and RimAsia Capital Partners, L.P., a Cayman Islands exempted limited
partnership (“RimAsia”) and an
affiliate of the Company, made certain agreements with respect to outstanding
warrants. RimAsia agreed to exercise its warrant to purchase
1,000,000 shares of the Company’s common stock, par value $0.001 per share
(“Common
Stock”), exercisable at a per share exercise price of $1.75, which
was issued to RimAsia in a private placement completed by the Company
in September 2008 (the “September 2008
Warrant”) The expiration date of the September 2008 Warrant
was September 1, 2013. Gross proceeds to be received by
the Company from the exercise are $1,750,000. The condition for such
exercise was that the Company would modify certain terms of RimAsia’s warrant to
purchase 4,000,000 shares of Common Stock, issued to RimAsia in a private
placement completed by the Company in April 2009 (the “Series D
Warrant”). RimAsia currently is subject to the terms of a lock-up
agreement.
The
Series D Warrant is being amended solely to provide for (i) a three
(3) year extension of the Termination Date (as defined in the Series D Warrant)
and (ii) an increase in the average closing price that triggers the Company’s
redemption option under the Series D Warrant from $3.50 to $5.00 (the Series D
Warrant so amended and restated, the “Amended and Restated
Warrant”).
The
agreement was discussed and approved by the Company’s Board of Directors and
Audit Committee at a meeting held on March 11, 2010. The closing
price of the Common Stock on March 11, 2010 was $1.42. The Company
intends to put the proceeds from the exercise of the warrant towards
the funding of the Company’s various initiatives, including assisting
in the funding of the relocation of the manufacturing facility of Suzhou Erye
Pharmaceutical Co. Ltd., the Company’s 51% owned subsidiary.
Eric Wei is a director of the
Company. Mr. Wei also serves as the managing partner of RimAsia, an
indirect partner of RimAsia Capital Partners GP, L.P., the general partner of
RimAsia (“RimAsia
GP”), and a director of RimAsia Capital Partners GP, Ltd., the general
partner of RimAsia GP. As a result, Mr. Wei exercises voting and
investment power over the securities held by RimAsia.
The
description of the Amended and Restated Warrant is qualified in its entirety by
reference to the full and complete terms of the Amended and Restated Warrant,
which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits
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Exhibit Number
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Description
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|
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4.1
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Amended
and Restated Warrant, dated March 15, 2010, issued to RimAsia Capital
Partners, L.P.
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2
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, NeoStem has duly caused this Report to be
signed on its behalf by the undersigned hereunto duly authorized.
| NEOSTEM, INC. | |||
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Date: March 18, 2010
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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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