Attached files
| file | filename |
|---|---|
| EX-4.1 - REGISTRATION RIGHTS AGREEMENT - Cellular Biomedicine Group, Inc. | cmbg_ex41.htm |
| EX-10.1 - SECURITIES PURCHASE AGREEMENT - Cellular Biomedicine Group, Inc. | cbmg_ex101.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): January 30,
2018
CELLULAR BIOMEDICINE GROUP, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
001-36498
|
|
86-1032927
|
|
(State
or other Jurisdiction of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
|
19925 Stevens Creek Blvd., Suite 100
Cupertino, California
|
|
95014
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
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:
|
☐
|
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))
|
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
Securities Purchase Agreement
On
January 30, 2018, Cellular Biomedicine Group, Inc. (the
“Company”) entered into a Securities Purchase Agreement
(the “Purchase Agreement”) with certain investors ( the
“Investors”) pursuant to which the Company agreed to
sell, and the Investors agreed to purchase from the Company, an
aggregate of 1,714,324 shares (the “Shares”) of the
Company’s common stock, par value $0.001 per share, at $17.80
per share, for total gross proceeds of approximately $30.5 million
(the “Private Placement”). The closing of
the Private Placement is expected to occur upon completion of
customary closing conditions (the
“Closing”).
Pursuant
to the Purchase Agreement, the Investors have the right to nominate
one director to the board of directors of the Company to stand for
election at the 2018 Annual Meeting of Stockholders.
Registration Rights Agreement
In
connection with the Private Placement, the Company and the
Investors entered into a Registration Rights Agreement (the
“Registration Rights Agreement”) pursuant to which the
Company has agreed, subject to certain exceptions set forth
therein, to use commercially reasonable efforts to file a
registration statement with the Securities and Exchange Commission
(the “SEC”) on Form S-3 within 30 days of the Closing
in order to cover the resale of the Shares. The Company has also
agreed, among other things, to provide the Investors with piggyback
registration rights (subject to certain conditions), indemnify the
selling holders under the registration statement from certain
liabilities and to pay all fees and expenses (excluding
underwriting discounts and selling commissions) incident to the
Company’s obligations under the Registration Rights
Agreement.
The
foregoing description of the Agreement and the Registration Rights
Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of these agreements, forms
of which are attached hereto as Exhibit 10.1 and 10.2,
respectively, and are incorporated herein by
reference.
The
issuance of the Shares was made in reliance on the exemption from
registration provided by Regulation D, Regulation S and Section
4(a)(2) under the Securities Act of 1933, as amended (the
“Securities Act”).
The
securities sold and issued in connection with the Purchase
Agreement are not registered under the Securities Act or any state
securities laws and may not be offered or sold in the United States
absent registration with the SEC or an applicable exemption from
the registration requirements.
The
foregoing description of the transaction is only a summary and is
qualified in its entirety by reference to the transaction documents
entered into in connection with the Private Placement, copies of
which are filed herewith as Exhibits 10.1 and 4.1.
Item 3.02 Unregistered Sales of Equity Securities.
The
information called for by this item is contained in Item 1.01,
which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
Registration Rights
Agreement, dated January 30, 2018, by and among the Company, Wealth
Map Holdings Limited, Earls Mill Limited, and Bosun S.
Hau
Securities
Purchase Agreement, dated January 30, 2018, by and among the
Company, Wealth Map Holdings Limited, Earls Mill Limited, and Bosun
S. Hau
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.
|
|
Cellular Biomedicine Group, Inc.
|
|
|
|
|
|
|
|
|
Date:
January 31, 2018
|
By:
|
/s/ Bizuo
(Tony) Liu
|
|
|
|
|
Bizuo
(Tony) Liu
|
|
|
|
|
Chief
Executive Officer
|
|
|
|
|
|
|