

                                  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): August 15, 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) 584-4180

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))


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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

            Effective  as of August 15,  2007,  NeoStem,  Inc.  (the  "Company")
appointed  Renee F. Cohen as the  Company's  Vice  President of  Operations  and
Corporate  Strategy.  In  this  capacity,  Ms.  Cohen  will be  responsible  for
developing  strategic  alliances  with  healthcare  organizations,  as  well  as
building the Company's  operational  capabilities.  From 2002 through 2007,  Ms.
Cohen was a Director at Pfizer Incorporated,  the world's largest pharmaceutical
company.  During  her  time at  Pfizer,  Ms.  Cohen  developed  and  implemented
strategic  business  initiatives,  as well as built  relationships with external
partners and negotiated product transactions.  From 2000 through 2002, Ms. Cohen
was co-founder and Chief  Operating  Officer of DrugVoice,  an e-health  company
focused on understanding  consumers' approaches to managing their diseases. From
1993 through 2000, Ms. Cohen worked at Accenture,  managing large-scale business
strategy  projects for life science  clients.  Ms. Cohen  received a Bachelor of
Arts  degree  in 1988  from  Brandeis  University  and a  master's  in  business
administration from New York University's Stern School of Business in 1992.

            On August 15, 2007 (the  "commencement  date"),  the Company entered
into an employment  agreement with Ms. Cohen pursuant to which she will serve as
the Company's Vice President of Operations  and Corporate  Strategy.  Subject to
the terms and  conditions of the employment  agreement,  the term of Ms. Cohen's
employment in such capacity will continue  through August 14, 2009 (the "term").
In consideration for her services under the employment agreement, Ms. Cohen will
be entitled to receive a fixed  annual base salary of $150,000  during the first
year of the term and $165,000 during the second year of the term.

            Ms.  Cohen is also  entitled  to  payment  or  reimbursement  of all
reasonable  travel and other  reasonable  expenses (in  accordance  with Company
policy)  incurred by her in connection  with the  performance  of her duties and
obligations  under  the  employment   agreement,   and  to  participate  in  all
compensation and employee benefit plans or programs, and to receive all benefits
and perquisites,  which are approved by the Board of Directors and are generally
made available by the Company to all of its salaried employees.

            Pursuant to the employment  agreement,  Ms. Cohen was granted 10,000
shares of  restricted  common  stock,  par value $.001 per share of the Company.
One-half of the shares of restricted  stock granted  vested on the  commencement
date,  and the  remaining  one-half  will vest on the first  anniversary  of the
commencement  date  provided  that Ms.  Cohen  continues  to be  employed by the
Company.  Ms. Cohen was also granted an option to purchase  15,000 shares of the
Company's common stock at a per share exercise price of $5.25 (the closing price
of the common stock on the American Stock  Exchange on the date of grant).  This
option  is  exercisable  for a  period  of  ten  years  and  vests  and  becomes
exercisable  as to one-half  of the shares  after the first  anniversary  of the
commencement  date and as to the  remaining  one-half  of the  shares  after the
second anniversary of the commencement date,  provided that on each vesting date
Ms. Cohen  continues  to be employed by the Company.  The grants to Ms. Cohen of
the  restricted  common stock and the option to purchase  common stock were each
made under the Company's 2003 Equity Participation Plan, and are governed by the
terms and conditions thereof.


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            The Company may terminate Ms. Cohen's employment prior to the end of
term (i) immediately  upon written notice to Ms. Cohen for cause;  and (ii) upon
90 days' prior written notice for any other reason.  Ms. Cohen may terminate her
employment  upon ninety days' prior written notice to the Company.  In the event
Ms. Cohen's  employment  terminates prior to the end of the term for any reason,
earned but unpaid base salary as of the date of such termination will be payable
in full. No other payments shall be made, or benefits  provided,  by the Company
under the employment agreement except as otherwise required by law.

             In connection  with the  employment  agreement,  Ms. Cohen signed a
Confidentiality,  Invention  Assignment and  Non-Compete  Agreement  wherein she
agreed,  among other things, to be bound by (i) certain  non-compete  provisions
during the term of her employment and (in the event of involuntary  termination)
for  a  period  of  12  months  thereafter  and  (ii)  certain  non-solicitation
provisions  during  the term of her  employment  and for a period  of 12  months
thereafter.

         For the two month period  immediately  preceding the commencement date,
Ms. Cohen served as a consultant to the Company. As compensation  therefor,  she
received a grant of 3,000  restricted  shares of the Company's  common stock per
month  (for  a  total  of  6,000  restricted   shares)  under  the  2003  Equity
Participation Plan.


Item 9.01.  Financial Statements and Exhibits

10.1  Employment Agreement between NeoStem, Inc. and Renee F. Cohen dated
August 15, 2007.


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                                    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
                                              Vice President and General Counsel




Dated:  August 21, 2007


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