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EX-99.1 - EXH 99.1 - CALADRIUS BIOSCIENCES, INC.exh991_prxnas.htm


UNITED STATES
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): July 23, 2013

NEOSTEM, INC.
(Exact Name of Registrant as Specified in Charter)


Delaware
(State or Other Jurisdiction
of Incorporation)
001-33650
(Commission
File Number)
22-2343568
(IRS Employer
Identification No.)


420 Lexington Avenue, Suite 350, 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))
  






Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 23, 2013, NeoStem, Inc. (the “Company”) provided written notice to the NYSE MKT LLC (the “NYSE MKT”) that the Company intends to transfer the listing of the Company's common stock from the NYSE MKT to The NASDAQ Capital Market, and withdraw the listing and registration of the common stock from the NYSE MKT. The common stock has been authorized for listing on The NASDAQ Capital Market. The Company expects that its common stock will cease trading on the NYSE MKT at the close of business on or about August 2, 2013, and will begin trading on The NASDAQ Capital Market on or about August 5, 2013, where the common stock will continue to trade under the ticker symbol “NBS”.


Item 8.01. Other Events.

On July 23, 2013, the Company issued a press release announcing the intended transfer of the listing of the Company's common stock to The NASDAQ Capital Market, as described above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed with this Current Report on Form 8-K:
   Exhibit 99.1
 
Press Release of NeoStem, Inc. dated July 23, 2013.








SIGNATURES
 
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
 
 
 
Name:
Catherine M. Vaczy, Esq.
 
 
Title:
Vice President and General Counsel
 
Dated: July 23, 2013