Attached files
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): February 5,
2018
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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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
Amendments to Securities Purchase Agreement and Registration Rights
Agreement
As
previously reported on the Company’s Current Report on Form
8-K filed with the Securities and Exchange Commission (the
“SEC”) on January 31, 2018, Cellular Biomedicine Group,
Inc. (the “Company”) entered into a Securities Purchase
Agreement (the “Purchase Agreement”) with certain
investors ( the “Investors”) on January 30, 2018,
pursuant to which the Company agreed to sell to the Investors, 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 (the “Common
Stock”), at $17.80 per share, for total gross proceeds of
approximately $30.5 million (the “Private
Placement”). 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 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.
On
February 5, 2018, the Company entered into Amendment No.1 to the
Securities Purchase Agreement, pursuant to which Rui Zhang, an
accredited investor, became a party to the Purchase Agreement and
the aggregate number of shares purchased in the Private Placement
was increased to 1,719,324 shares. On February 5, 2018, the Company
also entered into Amendment No. 1 to the Registration Rights
Agreement, pursuant to which Rui Zhang became a party to the
Registration Rights Agreement.
The
closing of the Private Placement (the “Closing”)
occurred on February 5, 2018.
The
foregoing descriptions of Amendment No. 1 to the Purchase Agreement
and Amendment No. 1 to the Registration Rights Agreement do not
purport to be complete and are qualified in their entirety by
reference to the full text of these agreements, forms of which are
attached hereto as Exhibit 4.1 and 10.1, respectively, and are
incorporated herein by reference.
The
issuance of the securities in the Private Placement 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”).
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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
As
previously reported on the Company’s Current Report on Form
8-K filed with the SEC on January 31, 2018, pursuant to the
Purchase Agreement, Sailing Capital Overseas Investments Ltd.
(“Sailing Capital”) has the right to nominate one
director to the board of directors of the Company (the
“Board”) to stand for election at the 2018 Annual
Meeting of Stockholders. Effective as of the Closing, the Board
elected Bosun S. Hau as a non-executive Class III director of the
Company.
Mr. Hau
has nearly 15 years of healthcare industry experience, primarily as
an investor in both private and publicly-listed companies. Since
October 2015, Mr. Hau has served as a Managing Director and Partner
of Sailing Capital. From August 2009 to October 2015, Mr. Hau
served as a Partner of MVM Life Science Partners. From July 2004 to
August 2007, Mr. Hau served as an equity research analyst covering
the medical device and pharmaceutical industries for JP Morgan
Securities, Inc. and Prudential Securities, Inc. Since 2009, Mr.
Hau has served as a member of the board of directors of several
private biotechnology, specialty pharmaceutical and medical device
companies. Mr. Hau received a B.S. in Molecular and Cellular
Biology, a B.S.H.S. in Physiological Sciences and a B.A. in
Psychology from the University of Arizona, an M.Sc. in
Biotechnology from Johns Hopkins University and an M.B.A in Finance
and Health Management from the Wharton School at the University of
Pennsylvania. The Company believes Mr. Hau’s extensive
experience in the venture capital/private equity and financial
services industries qualifies him to serve on our
Board.
In
connection with Mr. Hau’s appointment, the Company will enter
into an indemnification agreement (the “Indemnification
Agreement”) with Mr. Hau. Pursuant to the Indemnification
Agreement, the Company has agreed
to indemnify Mr. Hau from and against any and all expenses to the
fullest extent permitted by law in the event that Mr. Hau was, is,
or becomes a party to or witness or other participant in, or is
threatened to be made a party to or witness or other participant
in, a legal proceeding by reason of, or arising in part out of, an
event related to Mr. Hau’s directorship at the Company on or
after the effective date of the Indemnification
Agreement.
No
family relationships exist between Mr. Hau and any of the Company's
other directors or executive officers. Other than report herein,
there are no transactions to which the Company is or was a
participant and in which Mr. Hau has a material interest subject to
disclosure under Item 404(a) of Regulation S-K.
Item 8.01. Other Events.
On
February 5, 2018, the Company issued a press release announcing the
Closing of the Private Placement, a copy of which is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
Amendment No. 1 to
Registration Rights Agreement, dated February 5, 2018, by and among
the Company, Wealth Map Holdings Limited, Earls Mill Limited, Bosun
S. Hau and Rui Zhang.
Amendment No. 1 to
Securities Purchase Agreement, dated February 5, 2018, by and among
the Company, Wealth Map Holdings Limited, Earls Mill Limited, Bosun
S. Hau and Rui Zhang.
Press Release,
dated February 5, 2018
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:
February 7, 2018
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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
Executive Officer
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