Attached files
| file | filename |
|---|---|
| EX-31.1 - CERTIFICATION - Cellular Biomedicine Group, Inc. | cbmg_ex311.htm |
| EX-31.2 - CERTIFICATION - Cellular Biomedicine Group, Inc. | cbmg_ex312.htm |
| EX-32.1 - CERTIFICATION - Cellular Biomedicine Group, Inc. | cbmg_ex321.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 3
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended June 30, 2013
OR
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Commission File Number 0-52282
Cellular Biomedicine Group, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware
|
86-1032927
|
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
530 University Avenue, #17
Palo Alto, CA 94301
(Address of principal executive offices)
(Zip Code)
(650) 566-5064
(Registrant’s telephone number, including area code)
________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period than the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer," and "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
þ
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of August 5, 2013 the issuer has 6,174,519 shares of common stock, par value $.001, issued and outstanding.
Explanatory Note
The sole purpose of this Amendment No. 3 to Cellular Biomedicine Group, Inc.’s Form 10-Q for the period ended June 30, 2013, filed with the Securities and Exchange Commission on August 14, 2013, as amended (the “Original 10-Q”), is to amend Part I Item 4 “Controls and Procedures”.
In accordance with applicable SEC rules, this Amendment includes new certifications required under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), dated as of the filing date of this Amendment.
Except for the item amended in this Amendment described above, we have not updated items in this Amendment to reflect events occurring after the Original 10-Q date. Accordingly, this Amendment should be read in conjunction with the Company’s Original 10-Q and the Company’s subsequent filings with the SEC.
2
PART I FINANCIAL INFORMATION
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has concluded that, as of June 30, 2013, our disclosure controls and procedures are not effective as a result of the restatement of our financial statements for the period ended June 30, 2013 as set forth in the Amendment No. 2 to the Original 10-Q filed with the SEC on December 6, 2013.
Changes in Internal Control over Financial Reporting
There have been no material changes in our internal control over financial reporting that occurred during the six months ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
|
Exhibit Number
|
Description
|
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Executive Officer, filed herewith.
|
||
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Financial Officer, filed herewith.
|
||
|
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
||
|
101.INS
|
XBRL Instance Document*
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema*
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase*
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase*
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase*
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase*
|
|
*
|
Previously filed.
|
3
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
CELLULAR BIOMEDICINE GROUP, INC.
|
|||
|
(Registrant)
|
|||
|
Date: December 12, 2013
|
By:
|
/s/ Wei (William) Cao
|
|
|
Wei (William) Cao
|
|||
|
Chief Executive Officer (Principal Executive Officer)
|
|||
|
By:
|
/s/ Andrew Chan
|
||
|
Andrew Chan
|
|||
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
|||
4