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): March 4, 2013
 
CELLULAR BIOMEDICINE GROUP, INC.
(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.)

530 University Avenue, #17
Palo Alto, California
 
94301
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code:      (650) 566-5064
 
EASTBRIDGE INVESTMENT GROUP CORPORATION  
(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:
 
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 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)            Election of Directors

On February 6, 2013, our board of directors (the “Board”) appointed Wen Tao (Steve) Liu, Wei (William) Cao and Tony Liu to the Board, which became effective on March 5, 2013 upon Cellular Biomedicine Group, Inc.’s (the “Company”) compliance with the provisions of Section 14(f) of the Securities Act and Rule 14(f)-1 thereunder.

On February 20, 2013, Mr. Tony Liu was appointed as Chairman of the Audit Committee. Further, the Board determined that Mr. Liu meets the criteria to serve as an “audit committee financial expert” as defined in the SEC rules.

Mr. Wen Tao (Steve) Liu and Mr. Cao shall each be paid an annual cash compensation of $20,000 (prorated daily based on a 360 day year for any portion of the year if he serves for less than a full term) for their services as directors.

In connection with Mr. Tony Liu’s election as a director, the Company and Mr. Liu entered into an agreement under which he will be paid $30,000 per year (prorated daily based on a 360 day year for any portion of the year if he serves for less than a full term) for his services as a director.  In addition, Mr. Liu was granted a non-qualified stock option grant under the Company’s Amended and Restated 2011 Incentive Stock Option Plan to purchase 5,300 shares of the Company’s common stock.  The option vests in 36 equal installments on the 5th day of each month, commencing on April 5, 2013 and vesting in full on March 5, 2016.

A copy of the Form of Director Letter Agreement was previously filed as Exhibit 10.5 to our current report on Form 8-K filed February 12, 2013.

There are no family relationships between the Company and the directors named above.  The Company has had no transaction since the beginning of its last fiscal year, and has no transaction proposed, in which the directors, or any member of their immediate family, has a direct or indirect material interest.
 
Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective on March 5, 2013, the Company (formerly named “EastBridge Investment Group Corporation” (“Parent”)) changed its name to “Cellular Biomedicine Group, Inc.” pursuant to a Certificate of Ownership and Merger (the “Certificate”) filed with the Office of Secretary of State of Delaware on February 26, 2013.  A copy of the Certificate is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference. The name change was effected by merging our wholly owned subsidiary, Cellular Biomedicine Group, Inc. (“Subsidiary”), with and into the registrant, pursuant to which Parent survived but adopted the name of Subsidiary. The merger and the resulting change of our name were approved by the unanimous written consent of our Board on February 19, 2013.
 
Item 8.01  Other Events

On March 4, 2013, the Company issued a press release announcing the name change and the new directors assuming office on the Board.  A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01.                      Financial Statements and Exhibits.

Exhibit Number
 
 
Description of Exhibit
   
Certificate of Ownership and Merger, filed with the Delaware Secretary of State, February 26, 2013
   
Press Release dated March 4, 2013

 
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SIGNATURES

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: March 8, 2013
By:
/s/ Andrew Chan
 
   
Andrew Chan, Chief Financial Officer
 
       
 

 
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Exhibit 3.1

CERTIFICATE OF OWNERSHIP AND MERGER
OF

CELLULAR BIOMEDICINE GROUP, INC.

WITH AND INTO

EASTBRIDGE INVESTMENT GROUP CORPORATION

Under Section 253 of the Delaware General Corporation Law

EastBridge Investment Group Corporation, a Delaware corporation (the “Surviving Corporation”), hereby certifies as follows:

FIRST:  The Board of Directors of the Surviving Corporation resolved to merge Cellular Biomedicine Group, Inc., a Delaware corporation and its wholly owned subsidiary (the “Subsidiary Corporation”), with and into the Surviving Corporation, and a copy of such resolution adopted by the Board of Directors on February 19, 2013 is attached hereto as Exhibit A .

SECOND:  The Subsidiary Corporation was incorporated under the laws of the State of Delaware on February 19, 2013 under the name “Cellular Biomedicine Group, Inc.”

THIRD:  The Surviving Corporation was incorporated under the laws of the State of Delaware on January 18, 2013 under the name “EastBridge Investment Group Corporation”

FOURTH:  Pursuant to Section 253(b) of the Delaware General Corporation Law, the Surviving Corporation shall change its name to “Cellular Biomedicine Group, Inc.”

FIFTH: The designation and number of issued and outstanding shares of each class of the Subsidiary Corporation, all of which are owned by the Surviving Corporation are as follows:

 
DESIGNATION   NUMBER
     
Common Stock    1,000
 
Upon the effectiveness of the merger herein certified, each issued and outstanding share of the Subsidiary Corporation’s capital stock shall be surrendered and extinguished, and shall not be converted in any manner, nor shall any cash or other consideration be paid or delivered therefor, inasmuch as the Surviving Corporation is the owner of all outstanding capital stock of the Subsidiary Corporation.
 
Signed on February 19, 2013
 
EASTBRIDGE INVESTMENT GROUP CORPORATION
 
       
 
By:
/s/ Wen Tao Liu  
    Name: Wen Tao Liu   
    Title: Chairman and Chief Executive Officer   
       
 
 
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EXHIBIT A

UNANIMOUS WRITTEN CONSENT OF
 
THE BOARD OF DIRECTORS OF
 
EASTBRIDGE INVESTMENT GROUP CORPORATION
 
The undersigned, constituting all members of the Board of Directors of EastBridge Investment Group Corporation, a Delaware corporation (the “Corporation”), do hereby consent, pursuant to Section 141 of the Delaware General Corporation Law (“DGCL”), to the adoption of the following resolutions:
 
WHEREAS , the Board of Directors has determined that it is advisable, desirable, and in the best interest of the Corporation to effectuate a merger (the “Merger”) pursuant to which its wholly owned subsidiary, Cellular Biomedicine Group, Inc. (“CBG Inc.”) will be merged with and into the Corporation, with the Corporation continuing as the surviving corporation and the officers and directors of the Corporation replacing all officers and directors of CBG Inc.; and
 
WHEREAS , the Board of Directors has determined it to be in the best interest of the Corporation to adopt the name of CBG Inc. as its own;
 
NOW THEREFORE BE IT:
 
RESOLVED , that the officers of the Corporation be, and hereby are, authorized and directed to effect the Merger and, in accordance with Section 253(b) of the DGCL, to change the Corporation’s name to “Cellular Biomedicine Group, Inc.”; and it is further
 
RESOLVED , that the form, terms, and provisions of the Certificate of Ownership and Merger (substantially in the form presented to this Board of Directors attached hereto as Exhibit A ) and of the transactions contemplated thereby be, and they hereby are, in all respects approved; and that the officers of the Corporation be, and hereby are, authorized and directed to execute and deliver, in the name and on behalf of the Corporation, said Certificate of Ownership and Merger, with such additions, deletions, and changes as the officers shall approve, with the execution thereof by the officers to be conclusive evidence of  their approval of any such additions, deletions, and changes; and it is further
 
RESOLVED , that the officers of the Corporation be, and hereby are, authorized to do any and all things reasonably necessary or customary in order to implement and consummate the Merger, and the further transactions and actions contemplated thereby and by the foregoing resolutions; and it is further
 
RESOLVED , that the officers of the Corporation be, and hereby are, authorized to execute and deliver any and all agreements, instruments, and documents, and to do any and all acts and things, and to pay such expenses and taxes as such officer may deem necessary or advisable to carry out fully the intents and accomplish the purposes of the foregoing resolutions.
 

[The remainder of this page has been intentionally left blank]

 
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IN WITNESS WHEREOF , the undersigned, being all the members of the Board of Directors of the Corporation, have set their hands hereunto as of the 19th day of February, 2013.


     
       
 
  /s/  Keith Wong  
    Keith Wong  
       
   
/s/ Norman Klein
 
    Norman Klein  
 
 
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Exhibit 99.1
 
 
EastBridge Announces Corporate Name Change to
“Cellular Biomedicine Group, Inc.” (OTCQB: CBMG)


PALO ALTO, Calif., March 4, 2013— EastBridge Investment Group Corp. today announced that its corporate name and trading symbol will be changed to “Cellular Biomedicine Group, Inc.” effective on Tuesday March 5, 2013 prior to the opening of the markets.   Beginning March 5th, the company’s common stock will be quoted on OTCQB under the symbol “CBMG”.

The company’s name and symbol change are being conducted as a part of the merger between EastBridge Investment Group Corporation and Cellular Biomedicine Group Ltd., which was completed on February 6, 2013.

In addition, the company announced that a change in control of the board of directors will take effect on March 5, when the following new directors will assume office on the board of directors: Wen Tao (Steve) Liu as Chairman (also Chief Executive Officer), Wei (William) Cao (also President, Chief Operating Officer), and Tony Liu (appointed as Chairman of the Audit Committee).

Dr. Steve Liu has served as CEO of Cellular Biomedicine Group Inc. since March 2012. Dr. Liu has a 29 year professional career in bringing new products from inception to mass market, encompassing the biomedical, clean energy and semiconductor industries. Dr. Liu has led large organizations as well as entrepreneurial companies with a proven track record of delivering shareholder value.  He is experienced in multi-cultural business environments and has gained respect and trust from customers, colleagues and industry leaders.  Dr. Liu served as President and CEO of Seeo Inc. (“Seeo”) from July 2010 to February 2012, where he led a team of scientists and entrepreneurs for the commercialization of solid state lithium ion battery for electric vehicles and smart grid applications.  Under his leadership, Seeo received multiple rounds of funding from the Department of Energy and venture capital firms. Seeo was elected to the Global Cleantech 100 and named one of the top Energy Technology Startups in 2011. Dr. Liu earned a Bachelor’s degree in Chemistry from Nanjing University, Nanjing China, and a Master and Doctorate in Chemistry from Rensselaer Polytechnic Institute, Troy New York.

Dr. William Cao has served as President, COO and director of Cellular Biomedicine Group Ltd. since August 2010.  From August 2006 until July 2010, Dr. Cao served as general manager and chairman of Affymetrix China, which is considered a leader in the genetic analysis industry. Dr. Cao has over 30 years of professional experience in scientific research, products development and startups.  He received the nationally recognized White Magnolia Award from Shanghai City for his contribution to international collaboration and economic development of the city.  He served as Technical Manager for Bayer Diagnostics Asia Pacific region (now Siemens), General Manager of GenoMultix Ltd. and President of Wuxi New District Hospital.  Dr. Cao has extensive research experience in the immune-pharmacology field at Harvard Medical School and Stanford University Medical Center.  The Department of Histology and Embryology of Fudan University Medical College, Shanghai China has invited him as a Guest Scientist. Dr. Cao holds a Bachelor’s degree in Medicine from Fudan University Medical College, Shanghai China, and Ph.D. in Pharmacology from the Medical College of Virginia, Richmond Virginia.  He is named as the inventor in 26 patents in the field of genetic analysis and stem cell technology, and in particular, in the area of adipose derived stem cell preparation and its disease treatment applications.

Tony Liu was newly selected as an independent director and chairman of the audit committee of CBMG’s board in February 2013.  Since January 2013, Mr. Liu has served as the Corporate Vice President at Alibaba Group, handling Alibaba's overseas investments. Since joining Alibaba in 2009, Mr. Liu has served in various positions including Corporate Vice President at B2B corporate investment, corporate finance, and General Manager for a global ecommerce platform.  From July 2011 to December 2012, he served as CFO for HiChina, a subsidiary of Alibaba, an internet infrastructure service provider.  Prior to joining Alibaba, Mr. Liu spent 19 years at Microsoft Corporation (Microsoft) where he held a variety of finance leadership roles. He was the General Manager of Corporate Strategy monitoring Microsoft’s China investment strategy and Microsoft’s corporate strategic planning process.  Mr. Liu was a leader in Microsoft’s corporate finance organization during the 1990s as Corporate Accounting Director.  Mr. Liu earned a B.S. degree in Physics from Suzhou University, Suzhou, PRC and has completed MBA/MIS course work at Seattle Pacific University.  Mr. Liu obtained his Washington State CPA certificate in 1992.

Steve Liu, Chief Executive Officer commented, “We are pleased to announce the commencement of business under our new name, trading symbol, and board members.”

 
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About Cellular Biomedicine Group
Cellular Biomedicine Group, Ltd. develops proprietary cell therapies for the treatment of certain degenerative diseases. Our developmental stem cell, progenitor cell, and immune cell projects are the result of research and development by scientists and doctors from China and the United States. Our flagship GMP facility, consisting of eight independent cell production lines, is designed, certified and managed according to U.S. standards. To learn more about CBMG, please visit: www.cellbiomedgroup.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 and Section 21E of the Securities Exchange Act of 1934. 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," "should," "could," "expects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "forecasts," "potential," or "continue," or similar terms or the negative of these terms. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. The Company has no obligation to update these forward-looking statements.

SOURCE: Cellular Biomedicine Group Inc.

CONTACT:
Jeff Ramson
Investor Relations
ProActive Capital Group
646-863-6341

Sarah Kelly
Director of Corporate Communications
(+86) 21 5406 9990 
sarah.kelly@cellbiomedgroup.com
 
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