EastBridge Investment Group Corp (Form: 8-K, Received: 01/22/2013 15:07:21)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 15, 2013

Eastbridge Investment Group Corporation

(Exact name of registrant as specified in its charter)

Delaware		0-52282		86-1032927
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8040 E. Morgan Trail, Unit 18, Scottsdale, Arizona		85258
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (480) 966-2020

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On January 15, 2012, EastBridge Investment Group Corporation (“EastBridge”, the “Company”, “we”, “us” or “our”), CBMG Acquisition Limited, a British Virgin Islands company and the Company’s wholly-owned subsidiary (“Merger Sub”) and Cellular Biomedicine Group Ltd., a British Virgin Islands company (“CBMG”, and collectively with EastBridge and Merger Sub, the “Parties”) amended that certain Agreement and Plan of Merger (the “Merger Agreement” and the amendment, “Amendment No. 1 to the Agreement and Plan of Merger”) previously entered into on November 13, 2012. Pursuant to Article II, Section 2.2 of the Merger Agreement the parties determined to extend the Drop Dead Date (as defined in the Merger Agreement) until January 31, 2013. No additional amendments were made to the Merger Agreement. A copy of Amendment No. 1 to the Agreement and Plan of Merger is attached as Exhibit 2.1 hereto.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 17, 2013, the Company held its Special Meeting of Stockholders (the “Special Meeting”). At the meeting, stockholders (i) approved a change in our state of incorporation from Arizona to Delaware (“Proposal 1”) and (ii) approved the Company’s Amended and Restated 2011 Incentive Stock Option Plan (“Proposal 2”).The affirmative vote of a majority of votes cast on the matter was required to approve Proposal 1 and Proposal 2.

Set forth below are the final voting results for each of the proposals:

Proposal 1 – Change of State of Incorporation

The change in our state of incorporation from Arizona to Delaware was approved. The voting results were as follows:

Votes For		Votes Against		Abstentions
80,831,538		882,063		23,817

Proposal 2 – Amended and Restated 2011 Incentive Stock Option Plan

The Amended and Restated 2011 Incentive Stock Option Plan was approved. The voting results were as follows:

Votes For		Votes Against		Abstentions
77,359,859		4,234,878		142,681

Item 8.01. Other Information.

On January 18, 2013, the Company issued a press release announcing the results of the Special Meeting. A copy of such press release is attached as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

2.1	Amendment No. 1 to the Agreement and Plan of Merger
99.1	Press release, dated January 18, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be sign.

	EastBridge Investment Group Corporation

Dated: January 22, 2013	By:	/s/ Norman Klein
		Norman Klein, CFO

AMENDMENT NO. 1 TO

AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 1 to AGREEMENT AND PLAN OF MERGER (“ Amendment ”) dated January 15, 2013 is an amendment to that certain Agreement and Plan of Merger (" Merger Agreement ") dated November 13, 2012, by and among EastBridge Investment Group Corporation, an Arizona corporation (“ Parent ”), CBMG Acquisition Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands, all of the outstanding shares of which are owned by the Parent (“ Merger Sub ”), and Cellular Biomedicine Group Ltd., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “ Company ”).

Section 2.2 of the Merger Agreement is hereby amended such that the Drop Dead Date shall be January 31, 2013.

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first written above.

COMPANY :

CELLULAR BIOMEDICINE GROUP LIMITED

By:	/s/ Wen Tao Liu
Name:	Wen Tao Liu
Title:	Chairman and Chief Executive Officer


PARENT:

EASTBRIDGE INVESTMENT GROUP CORPORATION

By:	/s/ Norman P. Klein
Name:	Norman P. Klein
Title:	Chief Operating Officer and Chief Financial Officer


MERGER SUB :

CBMG ACQUISITION LIMITED

By:	/s/ Norman P. Klein
Name:	Norman P. Klein
Title:	President

EastBridge announces the result of a special general shareholder meeting

PHOENIX, Jan. 18, 2013 /PRNewswire/ -- EastBridge Investment Group Corporation ( EBIG ), a provider of financial consulting services to companies in Asia ("EBIG") today announced its shareholders, voting in a general shareholder meeting held today in its corporate office in Scottsdale, Arizona, have passed the two resolutions proposed by its board of directors. With 52.16% of all the eligible votes received and counted by Broadridge, an independent voting services agent, the two resolutions on the proxies passed as follows: 1) Change in state of incorporation from Arizona to Delaware: 98.89% For, 1.07% Against, 0.02% Abstain; 2) Approve the Amended and Restated 2011 Stock Option Plan: 94.64% For, 5.18% Against, 0.17% Abstain.

About EastBridge

EastBridge Investment Group focuses on high-growth companies in Asia and in the United States, offering assistance with all aspects of IPOs, joint ventures and merchant banking services. EastBridge targets industries in the fields of education, energy, environmental, bioscience, medicine and food distribution. To learn more about EastBridge Investment Group go to our web site: www.EbigCorp.com . To receive EBIG's email alert, send a blank email to info@EbigCorp.com .

Forward-Looking Statements

Statements in this press release relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments, and other statements that are not descriptions of historical facts may be 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, but are not limited to, risk factors inherent in doing business. Forward-looking statements may be identified by terms such as "may," "will," "expects," "plans," "intends," "estimates," "potential," or "continue," or similar terms or the negative of these terms. Although EastBridge and CBMG believe the expectations reflected in the forward-looking statements are reasonable, they cannot guarantee that the announced merger will in fact be consummated or that future results, levels of activity, performance or achievements will be obtained. Neither EastBridge nor CBMG has any obligation to update these forward-looking statements other than as required by law.

Contact:

Jeff Ramson

Investor Relations

ProActive Capital Group

646-863-6341