-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UtHX6UIwpQpgIXbNsa/M+PcLXxS2BZwaliv9iAcN3yM7Z9sG8eETDAEDDaJy4t+P d1ABHB3VBmXHGvylx+8CEg== 0001140361-09-025139.txt : 20091106 0001140361-09-025139.hdr.sgml : 20091106 20091106203724 ACCESSION NUMBER: 0001140361-09-025139 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091030 FILED AS OF DATE: 20091106 DATE AS OF CHANGE: 20091106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wei Eric CENTRAL INDEX KEY: 0001368570 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33650 FILM NUMBER: 091166297 MAIL ADDRESS: STREET 1: SUITE 602, CHINA LIFE TOWER STREET 2: 16 CHAOWAI DISTRICT CITY: BEIJING STATE: F4 ZIP: 100020 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NeoStem, Inc. CENTRAL INDEX KEY: 0000320017 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 222343568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 420 LEXINGTON AVENUE STREET 2: SUITE 450 CITY: NEW YORK STATE: NY ZIP: 10170 BUSINESS PHONE: 212-584-4171 MAIL ADDRESS: STREET 1: 420 LEXINGTON AVENUE STREET 2: SUITE 450 CITY: NEW YORK STATE: NY ZIP: 10170 FORMER COMPANY: FORMER CONFORMED NAME: PHASE III MEDICAL INC/DE DATE OF NAME CHANGE: 20030819 FORMER COMPANY: FORMER CONFORMED NAME: CORNICHE GROUP INC /DE DATE OF NAME CHANGE: 19951117 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY MEDICAL INC DATE OF NAME CHANGE: 19951025 3 1 doc1.xml FORM 3 X0203 3 2009-10-30 0 0000320017 NeoStem, Inc. NBS 0001368570 Wei Eric C/O NEOSTEM, INC. 420 LEXINGTON AVENUE, SUITE 450 NEW YORK NY 10170 1 0 1 0 Common Stock, par value $0.001 per share 12498009 I See footnote Common Stock, par value $0.001 per share 125000 D Warrant (right to buy) 1.75 2009-03-02 2013-09-01 Common Stock, par value $0.001 per share 1000000 I See footnote Warrant (right to buy) 2.50 2009-10-29 2014-10-28 Common Stock, par value $0.001 per share 4000000 I See footnote Series C Convertible Preferred Stock) 0.90 2009-10-29 Common Stock, par value $0.001 per share 9086124 I See footnote Warrant (right to buy) 1.75 2009-05-26 2013-11-25 Common Stock, par value $0.001 per share 400000 I See footnote Warrant (right to buy) 2.50 2009-10-29 2014-10-28 Common Stock, par value $0.001 per share 640000 I See footnote Includes (i) 11,458,009 shares of Common Stock owned by RimAsia Capital Partners, L.P., a Cayman Islands exempted limited partnership ("RimAsia LP") and (ii) 1,040,000 shares of Common Stock held by Fullbright Finance Limited ("Fullbright"), which Fullbright previously pledged to RimAsia LP. On November 26, 2008, Fullbright pledged to RimAsia LP its 400,000 shares of NeoStem, Inc. (the "Company") Common Stock and warrants to purchase 400,000 shares of Common Stock. On July 6, 2009, Fullbright pledged to RimAsia LP its 64,000 shares of the Company's Series D Redeemable Preferred Stock, which shares of Series D Redeemable Preferred Stock were automatically converted to 640,000 shares of Common Stock upon stockholder approval on October 29, 2009, and warrants to purchase 640,000 shares of the Company's Common Stock. All such securities were subsequently pledged to the Company and Suzhou Erye Pharmaceuticals Company Ltd. Such securities reported herein are held by RimAsia LP. RimAsia Capital Partners GP, L.P., a Cayman Islands exempted limited partnership ("RimAsia GP") is the general partner of RimAsia LP. RimAsia Capital Partners GP, Ltd., a Cayman Islands exempted company ("RimAsia Ltd."), is the general partner of RimAsia GP. Mr. Wei is the managing partner of RimAsia LP, an indirect partner of RimAsia GP and a director of RimAsia Ltd. As a result, Mr. Wei may be deemed to have sole power to vote certain of the securities held by RimAsia LP. Mr. Wei disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. Represents 125,000 shares of Common Stock granted to Mr. Wei by the Company pursuant to the terms and conditions of the Company's 2009 Non-U.S. Based Equity Compensation Plan (the "Non-US Plan"). These securities were purchased by RimAsia LP in a private placement made by the Company. Pursuant to the terms of this private placement, the Company sold 1,000,000 units ("Units") at a per Unit price of $1.25 with each Unit consisting of (a) one share of Common Stock, $.001 par value and (b) one redeemable warrant for the purchase of one share of Common Stock at an exercise price of $1.75 per share, subject to adjustment, expiring five years from the date of issuance. On April 9, 2009, RimAsia LP purchased 400,000 shares of Series D Convertible Redeemable Preferred Stock, par value $0.01 per share, together with warrants to purchase up to 4,000,000 shares of the Company's Common Stock at an exercise price of $2.50 per share for a total purchase price of $5,000,000. The warrants are callable by the Company if its Common Stock trades at a price equal to or greater than $3.50 for a specified period of time. Upon the affirmative vote of the Company's stockholders on October 29, 2009, each share of Series D Convertible Redeemable Preferred Stock automatically converted into ten (10) shares of Common Stock (the ownership of which is reflected in Table I above) and the warrants became exercisable for a period of five years. Represents 8,177,512 shares of Series C Convertible Preferred Stock of the Company, each with a liquidation preference of $1.125 per share and initially convertible into 9,086,124 shares of the Company's Common Stock at an initial conversion price of $0.90 per share. Represents a warrant to purchase 400,000 shares of Common Stock which is held by Fullbright and was pledged to RimAsia LP. On November 26, 2008, Fullbright pledged to RimAsia LP its 400,000 shares of Common Stock and warrants to purchase 400,000 shares of Common Stock. This warrant and these shares were subsequently pledged to the Company and Suzhou Erye Pharmaceuticals Company Ltd. Represents a warrant to purchase 640,000 shares of Common Stock which is held by Fullbright and was pledged to RimAsia LP. On July 6, 2009, Fullbright pledged to RimAsia LP its 64,000 shares of the Company's Series D Redeemable Preferred Stock, which shares of Series D Redeemable Preferred Stock were automatically converted to 640,000 shares of Common Stock upon stockholder approval on October 29, 2009, and warrants to purchase 640,000 shares of the Common Stock. This warrant and these shares were subsequently pledged to the Company and Suzhou Erye Pharmaceuticals Company Ltd. Eric H. C. Wei, By: /s/ Catherine M. Vaczy, Esq., Attorney-in-Fact 2009-11-06 -----END PRIVACY-ENHANCED MESSAGE-----