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EX-3.1 - AMENDED AND RESTATED BYLAWS - Cellular Biomedicine Group, Inc. | cbmg_ex31.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 21,
2016 (September 17, 2016)
CELLULAR BIOMEDICINE GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-36498
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86-1032927
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(State
or other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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19925 Stevens Creek Blvd., Suite 100
Cupertino, California
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95014
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (408)
973-7884
(Former
name or former address, if changed since last report.)
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:
☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On
September 17, 2016, the Board of Directors (the
“Board”) of Cellular Biomedicine Group, Inc. (the
“Company”) adopted Amended and Restated Bylaws,
effective immediately.
The
Amended and Restated Bylaws contain provisions that differ from the
original bylaws, including but not limited to provisions that
govern:
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How a special
meeting of stockholders can be called and postponed;
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The stockholder
voting threshold for removing directors with cause;
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How board vacancies
can be filled;
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The timeframe for
submitting stockholder proposals for consideration at a meeting of
stockholders;
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The stockholder
voting threshold for amending the bylaws;
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Procedures for
removing officers;
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Procedures for
approving officer compensation;
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The right of
directors to inspect the Company’s books and
records;
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The duration of the
validity of proxies.
The
above descriptions are not intended to be complete and are
qualified in their entirety by reference to the full text of the
Amended and Restated Bylaws, which is filed as Exhibit 3.1 hereto
and incorporated by reference herein.
Item 5.08 Shareholder Director Nominations.
On
September 17, 2016, the Company’s Board scheduled its 2017
annual meeting of stockholders (the “2017 Annual
Meeting”) for June 2, 2017, which date is more than 30 days
from the anniversary date of the Company’s 2016 annual
meeting of stockholders.
The
Company has set a deadline of April 21, 2017 for the receipt of
stockholder proposals submitted pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), for inclusion in the Company’s proxy materials
for the 2017 Annual Meeting, which date the Company has determined
to be a reasonable time before it expects to begin to print and
sent its proxy materials. In order to be considered timely, any
such proposal must be received by the Company at its principal
executive offices at 19925 Stevens Creek Blvd., Suite 100,
Cupertino, CA 95014, and addressed to the attention of the
corporate secretary, no later than 5:00 p.m. Eastern Standard Time
on April 21, 2017. Any such proposal must also meet the
requirements set forth in the rules and regulations of the
Securities and Exchange Commission in order to be eligible for
inclusion in the proxy materials for the 2017 Annual
Meeting.
In
addition, in accordance with the Company’s Amended and
Restated Bylaws, stockholders who intend to submit a proposal
regarding a director nomination at the 2017 Annual Meeting must
ensure that notice of any such proposal (including certain
additional information specified in the Amended and Restated
Bylaws) is received by the corporate secretary at the
Company’s principal executive offices at 19925 Stevens Creek
Blvd., Suite 100, Cupertino, CA 95014, and addressed to the
attention of the Corporate Secretary no later than 5:00 p.m.
Eastern Standard Time on February 2, 2017. This deadline will also
apply in determining whether notice is timely for purposes of
exercising discretionary voting authority with respect to proxies
for purposes of Rule 14a- 4(c) under the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits:
Amended
and Restated Bylaws
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Cellular Biomedicine Group, Inc.
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Date:
September 21, 2016
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By:
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/s/
Bizuo (Tony) Liu
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Bizuo
(Tony) Liu
Chief
Executive Officer
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