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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): December 28,
2017
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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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
On
December 26, 2017, Cellular Biomedicine Group, Inc. (the
“Company”) entered into a Share Purchase Agreement (the
“Agreement”) with two investors (collectively, the
“Purchasers”), pursuant to which the Company agreed to
sell and the Purchasers agreed to purchase from the Company, an
aggregate of 1,166,667 shares (the “Shares”) of the
Company’s common stock, par value $0.001 per share, at $12.00
per share, for total gross proceeds of approximately
$14,000,000. The closing of the transactions
contemplated by the Agreement (the “Closing”) occurred
on December 28, 2017. Together with a private placement with three
of its executive officers on December 22, 2017, the Company raised
an aggregate of approximately $14.5 million in the two private
placements in December 2017 (collectively, the
“Financing”).
The
Company agreed to file a registration statement covering the resale
of the Shares as soon as practicable after the Closing. The Company
also granted to the Purchasers certain “piggy-back”
registration rights on future registration statements of the
Company filed pursuant to the Securities Act of 1933, as amended
(the “Securities Act”) (subject to certain exceptions,
including but not limited to the filing of a registration statement
on Form S-4 or Form S-8).
The
Purchasers agreed to indemnify the Company and its representatives
for any breaches of the Purchasers’ representations,
warranties or covenants in the Agreement as well as for any
transfer taxes incurred. The Company agreed to indemnify
the Purchasers and their representatives for any breaches of the
Company’s representations, warranties or covenants in the
Agreement.
The
foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the full
text of the Agreement, a form of which is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
The
issuance of the Shares was made in reliance on the exemption from
registration provided by Regulation S under the Securities
Act.
Item 3.02 Unregistered Sales of Equity
Securities.
The
disclosure set forth in Item 1.01 above is hereby incorporated
by reference into this Item 3.02.
Item 8.01. Other Events.
On
December 28, 2017, the Company issued a press release announcing
the Financing, 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
10.1 Share
Purchase Agreement, dated December 26, 2017
99.1
Press Release, dated December 28, 2017
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:
December 28, 2017
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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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