UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Date of Report (Date of earliest event reported): February 8, 2021
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.) |
|
9605 Medical Center Drive, Suite 100 Rockville, MD |
20850 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (301) 825-5320
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, par value $0.001 | CBMG | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.07 |
Submission of Matters to a Vote of Security Holders. |
On February 8, 2021, Cellular Biomedicine Group, Inc. (the “Company”) completed its special meeting of stockholders (the “Special Meeting”). The number of shares of common stock entitled to vote at the Special Meeting was 19,478,048 shares. Represented at the Special Meeting by proxy, shares of Common Stock entitled to 19,478,048 votes, constituting a quorum to conduct business.
The Special Meeting was held for the purpose of considering and voting upon the following matters: (1) a proposal to adopt the Agreement and Plan of Merger, dated as of August 11, 2020 (as it may be amended from time to time, the “Merger Agreement”), by and among CBMG Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), CBMG Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent (the “Merger Agreement Proposal”); (2) a proposal to approve the adjournment of the Special Meeting, if necessary or advisable, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal (the “Adjournment Proposal”); and (3) a non-binding, advisory proposal to approve specified compensation that may become payable to the named executive officers of the Company in connection with the Merger (the “Advisory Compensation Proposal”). The Merger Agreement Proposal, the Adjournment Proposal and the Advisory Compensation Proposal are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 29, 2020.
Adoption of the Merger Agreement Proposal required the affirmative vote of the holders of (i) at least a majority of the shares of CBMG Common Stock outstanding at the close of business on the record date, and (ii) at least a majority of the shares of CBMG Common Stock outstanding at the close of business on the record date excluding the outstanding shares of CBMG Common Stock owned of record or beneficially by the Participants (as such term is defined in the Company’s Definitive Proxy Statement) and their respective affiliates.
Adoption of the Adjournment Proposal and the Advisory Compensation Proposal required the affirmative vote of the holders of a majority of the shares of CBMG Common Stock outstanding at the close of business on the record date that are present in person or represented by proxy at the Special Meeting.
The following is a tabulation of the voting on the proposals presented at the Special Meeting:
The Merger Agreement Proposal
Vote of the total number of shares entitled to vote on the Merger Agreement Proposal:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
|
16,527,088 |
5,189 |
159,846 |
0 |
Vote of the total number of shares entitled to vote on the Merger Agreement Proposal, excluding the shares of owned of record or beneficially by the Participants and their respective affiliates:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
|
6,189,155 |
5,189 |
159,846 |
0 |
The Adjournment Proposal
A vote was not taken on the Adjournment Proposal.
The Advisory Compensation Proposal
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
|
14,643,107 |
438,191 | 1,610,825 | 0 |
| Item 7.01. |
Regulation FD Disclosure. |
On February 8, 2021, the Company issued a press release announcing the results of the stockholder vote at the Special Meeting. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, regardless of any general incorporation language in such filing.
| Item 9.01. |
Financial Statements and Exhibits. |
| (d) |
Exhibits |
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Exhibit
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Description |
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| 99.1 | Press Release dated February 8, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: February 8, 2021 | By: |
/s/ Andrew Chan |
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| Andrew Chan | ||||||
| Chief Legal Officer | ||||||
Exhibit 99.1
CELLULAR BIOMEDICINE GROUP, INC. STOCKHOLDERS APPROVE MERGER
ROCKVILLE, MD and SHANGHAI, China (February 8, 2021) – Cellular Biomedicine Group, Inc. (NASDAQ: CBMG) (“CBMG” or the “Company”) announced that, at the Company’s special meeting of stockholders held today, its stockholders approved the proposal to adopt the previously announced Agreement and Plan of Merger, dated as of August 11, 2020 (the “Merger Agreement”), by and among CBMG, CBMG Holdings (“Parent”) and CBMG Merger Sub Inc., a wholly-owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides for the merger of Merger Sub with and into CBMG (the “Merger”), with CBMG surviving the Merger as a wholly-owned subsidiary of Parent. Upon the closing of the Merger, CBMG’s stockholders will receive $19.75 per share in cash for each share of CBMG common stock they own.
At the special meeting, more than 99% of votes cast were voted in favor of adopting the Merger Agreement. Shares voting in favor of adopting the Merger Agreement also included a majority of the outstanding shares of CBMG common stock entitled to vote at the special meeting and owned by CBMG’s stockholders other than members of the buyer consortium and their respective affiliates. CBMG’s stockholders also voted in favor of the proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to CBMG’s named executive officers in connection with the Merger. The final voting results for all proposals will be filed with the Securities and Exchange Commission in a Current Report on Form 8-K.
The Merger is expected to be completed in February 2021, subject to satisfaction or waiver of the remaining closing conditions. Shares of CBMG common stock will be delisted from NASDAQ upon completion of the Merger.
About Cellular Biomedicine Group, Inc.
Cellular Biomedicine Group, Inc. (Nasdaq: CBMG) develops proprietary cell therapies for the treatment of cancer and degenerative diseases. The company conducts immuno-oncology and stem cell clinical trials in China using products from its integrated GMP laboratory. The Company’s GMP facilities in China, consisting of twelve independent cell production lines, are designed and managed according to both China and U.S. GMP standards. Its Shanghai facility includes a “Joint Laboratory of Cell Therapy” with GE Healthcare and a “Joint Cell Therapy Technology Innovation and Application Center” with Thermo Fisher Scientific. These partnerships focus on improving manufacturing processes for cell therapies. CBMG currently has ongoing CAR-T Phase I clinical trials in China. The China NMPA (formerly CFDA) approved the Company’s IND application for a Phase II trial for AlloJoin®, CBMG’s “Off-the-Shelf” allogenic haMPC therapy for the treatment of Knee Osteoarthritis (KOA), and has accepted the Company’s IND application for a Phase II trial for ReJoin® autologous haMPC therapy for the treatment of KOA. The NMPA has also accepted CBMG’s dossier for an IND application for clinical trials of anti-BCMA CAR-T. CBMG is included in the broad-market Russell 3000® Index the small-cap Russell 2000® Index and the Loncar China BioPharma index. To learn more about CBMG, please visit www.cellbiomedgroup.com.
Forward-Looking Statements
Statements in this communication relating to plans, strategies, specific activities, and other statements that are not descriptions of historical facts, including our statements regarding the completion of the Merger and targeted timing are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking information is inherently subject to risks
and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include any risks detailed from time to time in CBMG’s reports filed with the Securities and Exchange Commission, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, including risks relating to the impact of the COVID-19 pandemic on our operations, including risks associated with the evolving COVID-19 pandemic and actions taken in response to it. Such statements are based on the current beliefs and expectations of the management of CBMG and are subject to significant risks and uncertainties outside of CBMG’s control. These risks and uncertainties include the possibility that the anticipated benefits from the proposed transaction will not be realized, or will not be realized within the expected time periods; the occurrence of any event, change or other circumstances that could give rise to termination of the Merger Agreement; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the announcement of the proposed transaction; the retention of certain key employees at CBMG; risks associated with the disruption of management’s attention from ongoing business operations due to the proposed transaction; the risk that a condition to closing the transaction may not be satisfied on a timely basis or at all; the risk that the proposed transaction fails to close for any other reason; the outcome of any legal proceedings related to the proposed transaction; the parties’ ability to meet expectations regarding the timing and completion of the proposed transaction; the impact of the proposed transaction on the Company’s credit rating; and other risks described in CBMG’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K filed with the SEC. Given these uncertainties, you should not place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as otherwise required by law, CBMG does not undertake any obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise.
Company/Investor Contact:
Sarah Kelly
Investor Relations, CBMG
Phone: (301) 825-5320
Email: sarah.kelly@cellbiomedgroup.com