                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): January 26, 2007

                                  NEOSTEM, INC.
             (Exact name of registrant as specified in its charter)


                Delaware                0-10909                 22-2343568
            (State Or Other           (Commission             (IRS Employer
             Jurisdiction Of          File Number)          Identification No.)
              Incorporation)

        420 Lexington Avenue, Suite 450
              New York, New York                                       10170
--------------------------------------------------------------------------------
   (Address of principal executive offices)                         (Zip Code)

       Registrant's telephone number, including area code: (212)-584-4814

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
   Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
   Act (17 CFR 240.13e-4(c))

<PAGE>

Item 3.02.        Unregistered Sales of Equity Securities.

         On each of January 26, 2007 and February 1, 2007,  NeoStem,  Inc.  (the
"Company") entered into Subscription Agreements (the "Subscription  Agreements")
with the  accredited  investors  listed  therein (the  "Investors")  totaling 31
Investors.  Pursuant to the Subscription Agreements,  the Company issued to each
Investor  units (the "Units")  comprised of two shares of its common stock,  par
value $.001 per share (the "Common Stock"), one redeemable seven-year warrant to
purchase one share of Common Stock at a purchase price of $.80 per share and one
non-redeemable  seven-year  warrant to purchase  one share of Common  Stock at a
purchase price of $.80 per share (together, the "Warrants"), at a per-Unit price
of $1.00.  The Company issued an aggregate of 2,220,000 Units to Investors,  for
an aggregate purchase price of $2,220,000.

         Pursuant to the Company's agreement with Emerging Growth Equities, Ltd.
("EGE"), the placement agent for the private placement,  the Company paid to EGE
a cash fee equal to $160,075 and is reimbursing them for certain expenses not to
exceed  $50,000.  The Company also issued to them  warrants to purchase  160,075
Units.

         Pursuant to the terms of the Subscription Agreements,  the Company will
prepare  and file,  no later  than ten days  after the  filing of the  Company's
Annual Report on Form 10-K, a  Registration  Statement  with the SEC to register
the shares of Common Stock  issued to  Investors  and the shares of Common Stock
underlying the Warrants.

         The Investor's execution of the Subscription Agreements was conditioned
upon entry by the Company's  Board of Directors  and  executive  officers into a
lock-up  agreement,  pursuant to which such  directors  and  officers  will not,
without  the  consent of EGE,  sell or  transfer  their  Common  Stock until the
earlier of: (a) six months  following  the  effective  date of the  Registration
Statement  filed to  register  the shares  underlying  the Units,  or (b) twelve
months following the sale of the Units.

         The  sales  of the  above  securities  were  exempt  from  registration
pursuant  to Section  4(2) of the  Securities  Act of 1933,  as  amended  and/or
Regulation D thereunder.


Item 5.06         Change in Shell Company Status.

         As previously reported in a Current Report on Form 8-K, in January 2006
the  Company  completed  an  acquisition  of  the  assets  of NS  California,  a
California  corporation ("NS California"),  relating to NS California's business
of  collecting  and  storing  adult stem cells (the "Stem Cell  Business").  The
purchase price consisted of 500,000 shares of Common Stock, subject to reduction
under  certain   circumstances,   plus  the  assumption  of  certain  enumerated
liabilities of NS California and liabilities under assumed contracts.  Effective
with the  acquisition,  the Stem  Cell  Business  of NS  California  became  the
Company's  principal  business,  rather than its historic  business of providing
capital and business  guidance to companies in the  healthcare  and life science
industries.

<PAGE>

         Further,  as previously  reported in Current Reports on Form 8-K, since
the acquisition of the assets of NS California the Company has been issued a new
biologics  license from the State of  California,  has entered into an agreement
with Ronald Rothenberg,  M.D. for the operation of a collection center for adult
stem cells in Encinitas,  California,  which has commenced  operations,  and has
entered into an agreement  with HemaCare  Corporation  ("Hemacare")  pursuant to
which  HemaCare  will provide the Company with,  among other  things,  exclusive
collection  services  for the  procurement  of adult stem cells from  peripheral
blood for the purpose of long-term storage,  operating procedures and assistance
in training  and opening  additional  collection  facilities.  The Company  also
engaged in various capital raising activities to finance the Stem Cell Business,
raising  approximately  $3.6  million  in 2006 and $2.2  million to date in 2007
through the sale of Common Stock, warrants and convertible promissory notes.

     The Company  believes  that, as a result of its current  operations and the
completion of the  transactions  described  above,  it has ceased to be a "shell
company" as defined in Rule 12b-2 of the  Securities  Exchange  Act of 1934,  as
amended.

Item 9.01.        Financial Statements and Exhibits.

(d)  Exhibits.
     ---------

         Exhibit 10.1      Form of Subscription  Agreement among NeoStem,  Inc,
                           Emerging Growth Equities,  Ltd. and certain investors
                           listed therein.

         Exhibit 10.2      Form of Redeemable Warrant to Purchase Shares of
                           Common Stock of NeoStem, Inc.

         Exhibit 10.3      Form of Non-Redeemable Warrant to Purchase Shares of
                           Common Stock of NeoStem, Inc.

<PAGE>

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                  NEOSTEM, INC.



                                  By:      /s/ Catherine M. Vaczy
                                           -------------------------------------
                                           Catherine M. Vaczy
                                           VP and General Counsel




Dated: February 1, 2007

<PAGE>

                                  EXHIBIT INDEX
                                  -------------


Exhibit Number             Description
--------------             -----------

         Exhibit 10.1      Form of Subscription  Agreement among NeoStem,  Inc,
                           Emerging Growth Equities,  Ltd. and certain investors
                           listed therein.

         Exhibit 10.2      Form of Redeemable Warrant to Purchase Shares of
                           Common Stock of NeoStem, Inc.

         Exhibit 10.3      Form of Non-Redeemable Warrant to Purchase Shares of
                           Common Stock of NeoStem, Inc.

