Shareholders' Equity

12 Months Ended

Dec. 31, 2012

Shareholders’ Equity [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Stockholders' Equity

Equity Plans

The Company’s 2003 Equity Participation Plan (the “2003 Equity Plan”) permits the grant of share options and shares to its employees, directors, consultants and advisors for up to 2,500,000 shares of Common Stock as stock-based compensation. The 2009 Equity Compensation Plan (the “2009 Equity Plan”) makes up to 33,950,000 shares of Common Stock of the Company (as of December 31, 2012) available for issuance to employees, consultants, advisors and directors of the Company and its subsidiaries pursuant to incentive or non-statutory stock options, restricted and unrestricted stock awards and stock appreciation rights.

All stock options under the 2003 Equity Plan and the 2009 Equity Plan are granted at the fair market value of the Common Stock at the grant date. Stock options vest either on the date of grant, ratably over a period determined at time of grant, or upon the accomplishment of specified business milestones, and generally expire 3, 5 or 10 years from the grant date depending on the status of the recipient as a consultant, advisor, employee or director of the Company.

The 2009 Equity Plan was originally adopted by the stockholders of the Company on May 8, 2009. On October 29, 2009, the stockholders of the Company approved an amendment to the 2009 Equity Plan to increase the number of shares of common stock available for issuance thereunder from 3,800,000 to 9,750,000. At the 2010 Annual Meeting of Stockholders of the Company held on June 2, 2010, the stockholders approved an amendment to increase this number to 13,750,000. At a Special Meeting of Stockholders of the Company held on January 18, 2011, the stockholders approved an amendment to increase this number to 17,750,000. At the 2011 Annual Meeting of Stockholders of the Company held on October 14, 2011, the stockholders approved an amendment to increase this number to 23,750,000. At the 2012 Annual Meeting of Stockholders of the Company held on October 5, 2012, the stockholders approved an amendment to (i) merge the 5,700,000 shares reserved for issuance under the Company's 2009 Non-U.S. Based Equity Compensation Plan (the "Non-U.S. Plan") with and into the 2009 Equity Plan, and (ii) increase by 4,500,000 the aggregate number of shares authorized for issuance under the 2009 Equity Plan (the “2009 Amended & Restated Equity Plan”). The Non-U.S. Plan was originally adopted by the stockholders of the Company on October 29, 2009, and was subsequently amended on June 2, 2010 to increase the shares from 4,700,000 to 8,700,000, and on October 14, 2011 to decrease the shares to 5,700,000, prior to the merger into the 2009 Equity Plan.

The number of remaining shares authorized to be issued under the various equity plans are as follows:

	2003 Equity Plan		2009 Equity Plan
Shares Authorized for Issuance	2,500,000		33,950,000
Outstanding Stock Options	(1,390,300	)	(20,296,380	)
Exercised Stock Options	(92,500	)	(5,000	)
Restricted stock or equity grants issued under Equity Plans	(889,939	)	(4,606,482	)
Total common shares remaining to be issued under the Equity Plans	127,261		9,042,138

Equity Issuances

In the spring of 2012, the Company completed an underwritten offering of 15,000,000 units at a purchase price of $0.40 per unit, with each unit consisting of one share of Common Stock and a five year warrant to purchase one share of Common Stock at an exercise price of $0.51 per share (the “ March 2012 Offering”). The Company received gross proceeds of $6,000,000, prior to deducting underwriting discounts and offering expenses payable by the Company, for net proceeds of approximately $5,297,000. In April 2012, the underwriters in the March 2012 Offering exercised their over-allotment option for an additional 2,000,000 units. The Company received additional gross proceeds of $800,000, prior to deducting underwriting discounts, for net proceeds of approximately $744,000. Additionally in April 2012, the warrants issued in connection with the offering initially exercisable beginning on September 30, 2012, were accelerated and became exercisable immediately.

In September 2011, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Aspire Capital Fund, LLC, an Illinois limited liability company (“Aspire Capital”), which provides that, subject to certain terms and conditions, Aspire Capital is committed to purchase up to an aggregate of $20.0 million worth of shares of the Company’s common stock over the 24-month term of the Purchase Agreement. At the Company’s discretion, it may present Aspire Capital with purchase notices under the Purchase Agreement from time to time, to purchase the Company’s Common Stock, provided certain price and other requirements are met. The purchase price for the shares of stock will be based upon one of two formulas set forth in the Purchase Agreement depending on the type of purchase notice we submit to Aspire Capital from time to time, and will be based on market prices of the Company’s common stock (in the case of regular purchases) or a discount of 5% applied to volume weighted average prices (in the case of VWAP purchases), in each case as determined by parameters defined in the agreement. The Company and Aspire Capital shall not effect any sales under the Purchase Agreement on any date where the closing sales price is less than 75% of the closing sales price on the business day immediately preceding the date of the Purchase Agreement. The Company’s net proceeds will depend on the purchase price and the frequency of the Company’s sales of shares to Aspire Capital; provided, however, that the maximum aggregate proceeds from sales of shares is $20.0 million. The Company’s delivery of purchase notices will be made subject to market conditions, in light of the Company’s capital needs from time to time and under the limitations contained in the Purchase Agreement. As consideration for entering into the Purchase Agreement, effective September 30, 2011, we issued 990,099 shares of our Common Stock to Aspire Capital (the “Commitment Shares”). The issuance of shares of common stock to Aspire Capital pursuant to the Purchase Agreement, including the Commitment Shares, and the sale of those shares from time to time by Aspire Capital to the public, are covered by an effective shelf registration statement on Form S-3.

In August 2012, the Company and Aspire entered into an amendment to the Purchase Agreement dated September 28, 2011, providing for an extension of the 24-month term of the Purchase Agreement until September 30, 2015. Pursuant to the amendment, we agreed to issue to Aspire a five-year warrant to purchase up to 1,612,903 shares of our common stock at an exercise price of $0.60 per share (the closing price of our common stock on the date the amendment was executed). In the fourth quarter of 2012, the Company issued 5.3 million shares of Common Stock under the provisions of its equity line of credit with Aspire for gross proceeds of approximately $3.3 million. As of December 31, 2012, the remaining amount available to the Company under the Purchase Agreement was $16.7 million.

In 2012, the Company issued securities in a number of private placements of common stock or units consisting of common stock and warrants. In the aggregate, the Company raised gross proceeds of approximately $7.1 million in private placements of an aggregate of approximately 13.4 million shares of Common Stock and 8.9 million five year warrants at exercise prices ranging from $.51 to $.74. The warrants have been classified as equity and will not be subject to remeasurement.

In 2011, the Company raised an aggregate of approximately $6.3 million in a series of private placements consummated from March 2011 to July 2011 pursuant to which 18 persons and entities acquired an aggregate of 4,938,125 shares of Common Stock (purchase price of $1.28 per share). The investors included Steven. S. Myers (one of the Company’s directors) (who purchased 390,625 shares) and Dr. Andrew L. Pecora (the Chief Medical Officer of the Company’s subsidiary PCT, who is now the Chief Medical Officer and a director of NeoStem, and the Chief Scientific Officer of Amorcyte) (who purchased 78,125 shares).

In July 2011, the Company completed an underwritten offering of 13,750,000 units at a purchase price of $1.20 per unit, with each unit consisting of one share of Common Stock and a five year warrant to purchase 0.75 of a share of Common Stock at an exercise price of $1.45 per share (the “Offering”). The Company received gross proceeds of $16.5 million, prior to deducting underwriting discounts and offering expenses payable by the Company, for net proceeds of approximately $14.8 million.

 Warrant Exercises

To raise capital on terms that we deemed favorable, during the year endedDecember 31, 2012, the Board authorized certain inducements to warrant holders to exercise outstanding common stock purchase warrants significantly before their expiration dates. The Company determined in each instance that such inducements were modifications of equity instruments, and an incremental fair value of the inducement was determined using the Black-Scholes option pricing model.

In July 2012, warrant holders from the March 2012 Offering exercised an aggregate of 3,150,344 warrants at an exercise price of $0.51 per share for gross proceeds of approximately $1.6 million.

In July 2012, warrant holders exercised an aggregate of 2,808,140 warrants at an exercise price of $0.51 per share for gross proceeds of approximately $1.4 million. As an inducement to exercise, we issued to each exercising holder a new warrant to purchase the identical number of shares of our Common Stock as had been exercised subject to substantially the same terms as the exercised warrant, except that the per share exercise price of each new warrant is between $0.66 and $0.69, the closing price of our Common Stock on the date the old warrant was exercised. The incremental fair value of the inducement recorded in 2012 was $0.4 million.

In August 2012, a warrant holder exercised warrants to purchase 2,100,000 shares of the Company' common stock at an exercise price of $0.51 per share, for gross proceeds to the Company of approximately $1.1 million. The warrants were originally issued in 2009 with an exercise price of $2.50 per share. The incremental fair value of the inducement recorded in 2012 was $0.2 million.

In August 2012, a warrant holder exercised warrants to purchase 344,825 shares of common stock at $1.85, and 300,000 shares of common stock at $1.45 per share, respectively, for gross proceeds to the Company of approximately $1.1 million. Since the exercise prices of the warrants were significantly above the Company's stock price, the Company issued the warrant holder 1,458,952 shares of the Company's common stock as an inducement to exercise. The incremental fair value of the inducement recorded in 2012 was $0.4 million.

In September through November 2012, warrant holders exercised an aggregate of 2,147,873 warrants at an exercise price of $0.51 per share for gross proceeds of approximately $1.1 million. As an inducement to exercise, we paid certain warrant holders $0.03 per share upon each exercise. The incremental fair value of the inducement recorded in 2012 was $0.

In October 2012, a warrant holder exercised warrants to purchase 225,000 shares of common stock at an exercise price of $1.45 per share for gross proceeds of approximately $0.3 million. As an inducement to exercise, we paid the warrant holder $0.73 per share upon each exercise. The incremental fair value of the inducement recorded in 2012 was $0.

Stock Options and Warrants

The following table summarizes the activity for stock options and warrants for the year endedDecember 31, 2012:

	Stock Options			Warrants
	Shares		Weighted Average Exercise Price	Shares		Weighted Average Exercise Price
Outstanding at December 31, 2010	13,032,214		$1.66	21,843,507		$2.62
Changes during the Year:
Granted	8,697,600		$1.50	15,993,947		$2.09
Exercised	(5,000	)	$1.42	—		—
Forfeited	(1,217,189	)	$1.96	(447,629	)	$6.18
Expired	(3,364,120	)	$1.82	—		—
Outstanding at December 31, 2011	17,143,505		$1.71	37,389,825		$2.35
Changes during the Year:
Granted	7,787,529		$0.50	31,082,615		$0.57
Exercised	—		—	(11,076,182	)	$0.60
Forfeited	(3,020,209	)	$1.66	(790,003	)	$2.17
Expired	(224,145	)	$1.88	(1,318,644	)	$4.60
Outstanding at December 31, 2012	21,686,680		$1.29	55,287,611		$1.57

During the years endedDecember 31, 2012 and 2011, the Company issued warrants for services as follows ($ in thousands, except share data):

	Year Ended December 31,
	2012		2011
Number of Common Stock Purchase Warrants Issued	419,690		670,000
Value of Common Stock Purchase Warrants Issued	$	172.2	$	495.1

Restricted Stock

During the years endedDecember 31, 2012 and 2011, the Company issued restricted stock for services as follows ($ in thousands, except share data):

	Year Ended December 31,
	2012		2011
Number of Restricted Stock Issued	2,295,533		3,467,451
Value of Restricted Stock Issued	$	1,325.1	$	3,580.6

The weighted average estimated fair value of restricted stock issued for services in the years endedDecember 31, 2012 and 2011 was $0.58 and $1.03 per share, respectively. The fair value of the restricted stock was determined using the Company’s closing stock price on the date of issuance. The vesting terms of restricted stock issuances are generally within one year.