-----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, PlgNOewHwYGWMQl+KeW4B7qbDoiJqWJtuTtHIxz7NNpRAb+twhfYTXoMSGZqkpUS FuzXpk02+U15UUkp5a0+rw== 0001477558-09-000004.txt : 20091231 0001477558-09-000004.hdr.sgml : 20091231 20091231121342 ACCESSION NUMBER: 0001477558-09-000004 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091230 FILED AS OF DATE: 20091231 DATE AS OF CHANGE: 20091231 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fullbright Finance Ltd CENTRAL INDEX KEY: 0001477766 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33650 FILM NUMBER: 091267948 BUSINESS ADDRESS: STREET 1: NO. 859, PANXU ROAD CITY: SUZHOU STATE: F4 ZIP: 215002 BUSINESS PHONE: 0086-512-68207173 MAIL ADDRESS: STREET 1: NO. 859, PANXU ROAD CITY: SUZHOU STATE: F4 ZIP: 215002 3 1 primary_doc.xml PRIMARY DOCUMENT X0203 3 2009-12-30 0 0000320017 NeoStem, Inc. NBS 0001477766 Fullbright Finance Ltd NO. 859, PANXU ROAD SUZHOU CITY, JIANGSU PROVINCE F4 215002 CHINA 0 0 1 0 Common Stock, par value $0.001 per share 3047432 D Warrant 1.75 2008-11-26 2013-11-25 Common Stock, par value $0.001 per share 400000 D Warrant (right to buy) 2.5 2009-10-29 2014-10-28 Common Stock, par value $0.001 per share 640000 D Represents shares of common stock, par value $0.001 per share ("Common Stock") of NeoStem, Inc. (the "Company"). This number of shares includes (1) 400,000 shares owned by the reporting person prior to the consummation of the merger (the "Merger") of China Biopharmaceuticals Holdings, Inc., a Delaware corporation ("CBH"), with and into CBH Acquisition LLC, a wholly-owned subsidiary of the Company; (2) 640,000 shares issued upon the conversion of 64,000 shares of the Company's Series D Convertible Redeemable Preferred Stock on October 29, 2009; (3) 125,000 shares issued upon the consummation of the Merger; and (4) 1,882,432 shares agreed to be transferred to the reporting person by certain directors or officers of CBH upon consummation of the Merger, and the transfer of such shares were closed on December 30, 2009. The reporting person acquired 400,000 units in a November 28, 2008 private placement transaction with the Company ("November 2008 Private Placement"), with each unit consisting one share of Common Stock and on five-year warrant to purchase one share of Common Stock. The reporting person also acquired 64,000 shares of Series D Stock and warrants to purchase 640,000 shares of Common Stock in a June/July 2009 private placement transaction with the Company ("June/July 2009 Private Placement"). The units acquired in November 2008 Private Placement and the Series D Stock and warrants acquired in the June/July 2009 Private Placement were pledged to RimAsia Capital, L.P., and thereafter, to the Company and Suzhou Erye Pharmaceuticals Company, Ltd. Represents shares of Common Stock underlying warrants acquired by the reporting person in the November 2008 Private Placement. Represents shares of Common Stock underlying warrants acquired by the reporting person in the June/July 2009 Private Placement. Mingsheng Shi, By: Kevin K. Tung, Esq., Attorney-in-Fact 2009-12-31 -----END PRIVACY-ENHANCED MESSAGE-----