Attached files
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| EX-99.2 - PRESS RELEASE - Cellular Biomedicine Group, Inc. | cbmg_ex992.htm |
| EX-99.1 - LETTER - Cellular Biomedicine Group, Inc. | cbmg_ex991.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): November 15, 2016
(November 11, 2016)
CELLULAR BIOMEDICINE GROUP, INC.
(Exact
name of registrant as specified in its charter)
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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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☐
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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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Resignation of Guotong Xu
Effective November
11, 2016, Professor Guotong Xu resigned as a director of Cellular
Biomedicine Group, Inc. (the "Company").
Prior
to his resignation, Professor Xu was a Class II director of the
Company and also served on the Company’s Compensation
Committee. There were no disagreements between the Company and
Professor Xu on any matter relating to the Company’s
operation, policies or practices that led to his decision to
resign.
To
advance the Company’s ongoing research programs and pipeline
of therapies, on November 11, 2016, the Board appointed Professor
Xu to the Company’s Scientific Advisory Committee to lead the
continued efforts of the Company’s stem cell
platforms.
Appointment of Gang (Jacky) Ji
Effective November
11, 2016, the Board elected Gang (Jacky) Ji as a non-executive
Class II director of the Company and a member of the
Company’s Compensation Committee.
Mr. Ji has sixteen years of experience in finance and investment.
He has been serving as Vice President of Ant Financial since
January 2016 responsible for global strategic investments of Ant
Financial. Before joining Ant Financial, he served Alibaba Group as
Vice President responsible for strategic investment for seven
years. Prior to joining Alibaba, Mr. Ji worked for several venture
capital funds and also served as an auditor of KPMG. He currently
serves as a director of Asia Game Technology Ltd., a company listed
on the Hong Kong Stock Exchange (HKEX: 8279) as well as several
private technology companies. Mr. Ji holds a bachelor’s
degree in international business management from University of
International Business and Economics (Beijing).
In
connection with Mr. Ji’s appointment, the Company entered
into a letter agreement (the “Agreement”), the terms of
which became effective on November 11, 2016. Pursuant to the
Agreement, Mr. Ji is entitled to an annual compensation of $76,000.
30% of such compensation shall be paid in cash, payable monthly,
and 70% of such compensation will be paid in the form of a
non-qualified stock option (the “Option”) to purchase
shares of the Company’s common stock, par value $0.001 (the
“Common Stock”), under the Company’s 2014 equity
incentive plan. On November 11, 2016, Mr. Ji was initially granted
a non-qualified option to purchase 3,620 shares of Common Stock at
an exercise price of $14.70 per share, which options shall vest in
full on June 2, 2017, the date of the Company's 2017 annual meeting
of stockholders (the “AGM”). Conditioned upon Mr.
Ji’s continuous service on the Board and the Compensation
Committee, all subsequent option grants to Mr. Ji for the
applicable equity portion of his annual compensation will occur on
the date of each AGM, with an exercise price per share that equals
to the closing price of Common Stock on the date of grant and full
vesting on the date of the next AGM following such
grant.
No
family relationships exist between Mr. Ji and any of the Company's
other directors or executive officers. There are no arrangements
between Mr. Ji and any other person pursuant to which Mr. Ji was
nominated as a director. There are no transactions to which the
Company is or was a participant and in which Mr. Ji has a material
interest subject to disclosure under Item 404(a) of Regulation
S-K.
A copy
of the Agreement with Mr. Ji and the press release announcing Mr.
Ji’s appointment are attached hereto as Exhibit 99.1 and
Exhibit 99.2.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Letter
Agreement, dated November 11, 2016, by and between the Company and
Gang Ji
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Press
Release, dated November 11, 2016
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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:
November 15, 2016
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By:
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/s/ Bizuo
(Tony) Liu
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Bizuo
(Tony) Liu
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Chief
Financial Officer
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