8-A12B 1 a5467415.txt NEOSTEM, INC. 8-A12B SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A For registration of certain classes of securities pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 NEOSTEM, INC. (Exact name of the Registrant as specified in its charter) DELAWARE 22-2343568 (State of incorporation or organization) (I.R.S. Employer Identification No.) 420 LEXINGTON AVENUE SUITE 450 NEW YORK, NEW YORK 10170 (Address of Principal Executive Offices) (Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. |X| If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. |_| Securities Act registration statement file number to which this Form relates (if applicable): FILE NO. 333-142923 Securities to be registered pursuant to Section 12(b) of the Exchange Act: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED ------------------- ------------------------------ Units, each consisting of one share of American Stock Exchange Common Stock and one-half Class A Common Stock Purchase Warrant Common Stock, par value $.001 per American Stock Exchange share Class A Common Stock Purchase Warrants American Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: NONE ITEM 1. DESCRIPTION OF THE REGISTRANT'S SECURITIES TO BE REGISTERED The securities to be registered hereby are the units, common stock and Class A warrants of NeoStem, Inc. (the "Company"). The description of the units, the common stock and the Class A warrants, is incorporated by reference from the description contained in the section entitled "Description of Securities" in the Prospectus filed on July 16, 2007 pursuant to Rule 424(b) with respect to the Company's Registration Statement on Form SB-2 (Registration No. 333-142923) filed with the Securities and Exchange Commission (the "Registration Statement"). Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein. ITEM 2. EXHIBITS The following exhibits are filed herewith or are incorporated by reference as indicated below. EXHIBIT NUMBER DESCRIPTION ------ ----------- 3.1 Amended and Restated Certificate of Incorporation.(1) 3.2(a) Certificate of Amendment of Amended and Restated Certificate of Incorporation.(2) 3.2(b) Amended and Restated By-laws.(3) 4.2 Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Company, with specimen warrant certificate attached thereto.(4) ---------- 1 Incorporated by reference to Exhibit 3.1 filed with the Company's Registration Statement on Form S-1, File No. 333-137045, filed on September 1, 2006. 2 Filed herewith. 3 Incorporated by reference to Exhibit 3.1 filed with the quarterly report of the Company on Form 10-Q for the quarter ended June 30, 2005, filed on August 15, 2005. 4 Incorporated by reference to Exhibit 4(b) filed with the Company's Registration Statement on Form SB-2/A, SEC File No. 333-142923, filed on June 27, 2007. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. NeoStem, Inc. Date: August 8, 2007 By: /s/ Robin L. Smith --------------------- Robin L. Smith President