0001144204-11-059635.txt : 20111027
0001144204-11-059635.hdr.sgml : 20111027
20111027091036
ACCESSION NUMBER: 0001144204-11-059635
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20111017
FILED AS OF DATE: 20111027
DATE AS OF CHANGE: 20111027
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Preti Robert A
CENTRAL INDEX KEY: 0001510186
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33650
FILM NUMBER: 111160513
MAIL ADDRESS:
STREET 1: C/O NEOSTEM, INC.
STREET 2: 420 LEXINGTON AVENUE, SUITE 450
CITY: NEW YORK
STATE: NY
ZIP: 10170
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
4
1
v238211_4.xml
OWNERSHIP DOCUMENT
X0304
4
2011-10-17
0
0000320017
NeoStem, Inc.
NBS
0001510186
Preti Robert A
C/O NEOSTEM, INC.
420 LEXINGTON AVENUE, SUITE 450
NEW YORK
NY
10170
0
1
0
0
See Remarks
Common Stock, par value $0.001 per share
2011-10-17
4
J
0
15364
1.466
A
1807244
D
Common Stock Warrants (right to buy)
1.466
2011-10-17
4
J
0
4946
1.063
A
2011-10-17
2018-10-16
Common Stock, par value $0.001 per share
4946
4946
D
Represents, as a result of his former equity ownership in Amorcyte, Inc. ("Amorcyte"), the reporting person's portion of the shares of common stock (the "Base Stock Consideration"), par value $0.001 per share, of NeoStem, Inc. (the "Issuer"), issued in connection with the merger (the "Amorcyte Merger") of Amo Acquisition Company I, Inc., a newly-formed wholly-owned subsidiary of the Issuer ("Subco"), with and into Amorcyte, with Amorcyte surviving as a wholly-owned subsidiary of the Issuer, in accordance with the terms of the Agreement and Plan of Merger, dated as of July 13, 2011 (the "Amorcyte Merger Agreement"), among the Issuer, Amorcyte, Subco and Amo Acquisition Company II, LLC. The Amorcyte Merger closed on October 17, 2011. The Base Stock Consideration is currently being held in escrow pending post-closing adjustments, including in connection with any indemnification claims of the Issuer.
Pursuant to the Amorcyte Merger Agreement, the Base Stock Consideration was valued at $1.466 per share, the average of the closing prices of the Issuer's common stock for the 10 trading days immediately preceding the execution thereof.
Represents, as a result of his former equity ownership in Amorcyte, the reporting person's portion of the warrants to purchase shares of the Issuer's common stock (the "Series AMO Warrants"), issued in connection with the Amorcyte Merger.
Pursuant to the Amorcyte Merger Agreement, each Series AMO Warrant was valued at $1.063.
The Amorcyte Merger Agreement additionally provides that the former equityholders of Amorcyte (of which the reporting person is one) have the right to receive additional shares of Issuer common stock (the "Contingent Shares"), which will be issued only if certain business milestones specified in the Amorcyte Merger Agreement are accomplished. The reporting person's interest in any Contingent Shares that may become issuable following the Closing Date became fixed and irrevocable on October 17, 2011, the Closing Date of the Amorcyte Merger.
President and Chief Scientific Officer of Progenitor Cell Therapy, LLC, a wholly-owned subsidiary of the Issuer.
Robert A. Preti, By: /s/ Catherine M. Vaczy, Esq., Attorney-in-Fact
2011-10-27