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): November 15, 2016
(November 11, 2016)
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.)
|
|
19925 Stevens Creek Blvd., Suite 100
Cupertino, California
|
|
95014
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
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:
|
☐
|
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))
|
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Resignation of Guotong Xu
Effective November
11, 2016, Professor Guotong Xu resigned as a director of Cellular
Biomedicine Group, Inc. (the "Company").
Prior
to his resignation, Professor Xu was a Class II director of the
Company and also served on the Company’s Compensation
Committee. There were no disagreements between the Company and
Professor Xu on any matter relating to the Company’s
operation, policies or practices that led to his decision to
resign.
To
advance the Company’s ongoing research programs and pipeline
of therapies, on November 11, 2016, the Board appointed Professor
Xu to the Company’s Scientific Advisory Committee to lead the
continued efforts of the Company’s stem cell
platforms.
Appointment of Gang (Jacky) Ji
Effective November
11, 2016, the Board elected Gang (Jacky) Ji as a non-executive
Class II director of the Company and a member of the
Company’s Compensation Committee.
Mr. Ji has sixteen years of experience in finance and investment.
He has been serving as Vice President of Ant Financial since
January 2016 responsible for global strategic investments of Ant
Financial. Before joining Ant Financial, he served Alibaba Group as
Vice President responsible for strategic investment for seven
years. Prior to joining Alibaba, Mr. Ji worked for several venture
capital funds and also served as an auditor of KPMG. He currently
serves as a director of Asia Game Technology Ltd., a company listed
on the Hong Kong Stock Exchange (HKEX: 8279) as well as several
private technology companies. Mr. Ji holds a bachelor’s
degree in international business management from University of
International Business and Economics (Beijing).
In
connection with Mr. Ji’s appointment, the Company entered
into a letter agreement (the “Agreement”), the terms of
which became effective on November 11, 2016. Pursuant to the
Agreement, Mr. Ji is entitled to an annual compensation of $76,000.
30% of such compensation shall be paid in cash, payable monthly,
and 70% of such compensation will be paid in the form of a
non-qualified stock option (the “Option”) to purchase
shares of the Company’s common stock, par value $0.001 (the
“Common Stock”), under the Company’s 2014 equity
incentive plan. On November 11, 2016, Mr. Ji was initially granted
a non-qualified option to purchase 3,620 shares of Common Stock at
an exercise price of $14.70 per share, which options shall vest in
full on June 2, 2017, the date of the Company's 2017 annual meeting
of stockholders (the “AGM”). Conditioned upon Mr.
Ji’s continuous service on the Board and the Compensation
Committee, all subsequent option grants to Mr. Ji for the
applicable equity portion of his annual compensation will occur on
the date of each AGM, with an exercise price per share that equals
to the closing price of Common Stock on the date of grant and full
vesting on the date of the next AGM following such
grant.
No
family relationships exist between Mr. Ji and any of the Company's
other directors or executive officers. There are no arrangements
between Mr. Ji and any other person pursuant to which Mr. Ji was
nominated as a director. There are no transactions to which the
Company is or was a participant and in which Mr. Ji has a material
interest subject to disclosure under Item 404(a) of Regulation
S-K.
A copy
of the Agreement with Mr. Ji and the press release announcing Mr.
Ji’s appointment are attached hereto as Exhibit 99.1 and
Exhibit 99.2.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
|
Letter
Agreement, dated November 11, 2016, by and between the Company and
Gang Ji
|
|
|
|
|
|
|
|
Press
Release, dated November 11, 2016
|
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:
November 15, 2016
|
By:
|
/s/ Bizuo
(Tony) Liu
|
|
|
|
|
Bizuo
(Tony) Liu
|
|
|
|
|
Chief
Financial Officer
|
|
|
|
|
|
|
Exhibit 99.1
CELLULAR
BIOMEDICINE GROUP, INC.
Effective Date:
November 11,
2016
Re:
Cellular Biomedicine Group
Board of Directors – Independent Director
Dear
Mr. Ji:
This
letter shall constitute an agreement between you and the Company,
effective as of the date first written above (“
Effective Date
”), and this letter
agreement contains all the terms and conditions of your service as
a director on the Board of Directors (the “
Board
”) of Cellular Biomedicine
Group, Inc. (the “
Company
”) for the duration stated
in paragraph 1 below.
1.
Term.
The Company’s Board of Directors shall consist of three
classes (Class I, Class II, and Class III), each with staggered
terms. You agree to be appointed as a Class II director, which
class shall have an initial term ending on the date of the annual
stockholders meeting of the Company occurring in 2017, and when
your successor Class II director is duly elected and qualified. The
position shall be open for election once every three years at the
Company’s annual meeting of stockholders occurring at such
three-year interval. If you are re-elected to any additional term
as director, the terms and provisions of this agreement shall
remain in effect.
2.
Services and
Compensation.
You agree to render services required as a
director and member of the Company’s Board of Directors, the
responsibility and function of which is to manage and direct the
Company’s property, affairs and business (hereinafter your
“
Duties
”). You
further agree to consult with other members of the Board at
meetings held no less frequently than once per calendar quarter in
locations designated by the Chairman of the Board of the Company.
You have been appointed by the Board to serve as a member of
Compensation Committee. You agree to serve on the Compensation
Committees.
a.
Your
director’s compensation amount is comprised of:
i.
Base: $36,000; and,
if elected to serve on any committee(s),
ii.
Committee Chair:
$110,000 for each committee on which you serve as chair;
and/or
iii.
Committee Member
for each committee on which you serve: $40,000
Please
Circle and initial your choice of the cash and equity compensation
combination.
A.
30% Cash; 70%
Equity [Circled]
b.
Cash
Compensation
. In consideration for your services as a
director and, to the extent applicable, the aforementioned
committee(s), the Company agrees to pay you in accordance with
Section 2(a) above, per year, payable monthly, pro-rated daily
based on a 365 day year for any portion of the year should you
serve for less than a full term as a director or as a member of a
committee, as the case may be (“
Cash Compensation
”). The amount of
Cash Compensation payable for services rendered each year is
payable in cash based on your election of the Cash and Equity
combination in the above Section 2(a).
c.
Equity
Compensation
. In addition to the Cash Compensation payable
pursuant to Section 2(b) above, the Company agrees that in
accordance with your election of the Cash to Equity combination in
Section 2(a) above you will be eligible to participate in the
Company's equity incentive plan. Based on your election of the Cash
and Equity combination in the above Section 2(a), pro-rated daily
based on a 365 day year for any portion of the year should you
serve as a director or on a board committee for less than a full
term, you will receive annual grants of non-qualified stock options
to purchase shares of common stock (each, an “Option”)
under the Company’s equity incentive plan to be issuable as
follows: (i) the initial Option grant shall be issued as of the
applicable date of your appointment as director, Committee Chair,
and/or Committee Member, as the case may be; and (ii) thereafter,
all Option grants shall be issued as of the date of each Annual
Meeting of Stockholders (each such date of grant in accordance with
Section (b)(i) and (ii) above, a “Grant Date”).. Each
Option shall have an exercise price per share of common stock equal
to the closing price of such share on the Grant Date. The Option
shall vest and become exercisable with respect to 100% of the
shares of common stock subject to such Option on the date of the
Company’s subsequent Annual Meeting of Stockholders following
such grant, assuming your continuous service through such date (the
Cash Compensation plus any Option grant pursuant to Section 2 is
collectively referred to as the “
Annual Compensation
”). For
purposes of illustration, your first two Option grants for your
Annual Compensation as a director pursuant to Section 2(a)(i) above
will be awarded and shall vest as follows, assuming your continuous
service through the date of the 2018 Annual Meeting of
Stockholders:
|
|
Initial Option Grant
|
Subsequent Option Grant
|
|
Grant Date
|
Effective Date
|
Date of 2017 Annual Meeting of
Stockholders
|
|
Vesting Date
|
Date of 2017 Annual Meeting of
Stockholders
|
Date of 2018 Annual Meeting of
Stockholders
|
In the event
of a subdivision of the outstanding common stock or a combination
or consolidation of the outstanding common stock into a lesser
number of shares, the incentive stock option portion of the Annual
Compensation subject to this letter agreement shall automatically
be adjusted proportionately. Your compensation as a director,
Committee Chair, and/or Committee Member in any future periods is
subject to the determination of the Board of Directors, and may
differ in future periods should you continue to serve on the
Board.
3.
Expenses.
The Company agrees to reimburse you for all reasonable documented
out-of-pocket expenses that you incur in order to attend meetings
of the board of directors, and any other expenses approved in
advance in writing by the Company.
4.
Services for
Others.
You shall be free to represent or perform a
service for other persons during the term of this agreement.
However, you agree that you do not presently perform and do not
intend to perform, during the term of this agreement, similar
Duties, consulting or other services for companies whose businesses
are or would be, in any way, competitive with the Company (except
for companies previously disclosed by you to the Company in
writing.) Should you propose to perform similar Duties, consulting
or other services for any such company, you agree to notify the
Company in writing in advance (specifying the name of the
organization for whom you propose to perform such services) and to
provide information to the Company sufficient to allow it to
determine if the performance of such services would conflict with
areas of interest to the Company.
5.
No
Assignment.
Because of the personal nature of the services
to be rendered by you, this agreement may not be assigned without
the prior written consent of the Company.
6.
Confidential
Information; Non-Disclosure.
In consideration of your access
to the premises and/or certain Confidential Information of the
Company, in connection with your business relationship with us, you
hereby represent and agree as follows:
a.
Definition.
For purpose of this
agreement the term “
Confidential Information
”
means;
i.
Any information
which the Company possesses that has been created, discovered or
developed by or for the Company, and which has or could have
commercial value or utility in the business in which the Company is
engaged; or
ii.
Any information
which is related to the business of the Company and is generally
not known by non-Company personnel.
iii.
By way of
illustration, but not limitation, Confidential Information includes
trade secrets and any information concerning products, protocols,
methods, processes, formulas, designs, inventions (whether or not
patentable or registrable under copyright or similar laws, and
whether or not reduced to practice), discoveries, concepts, ideas,
improvements, techniques, methods, research, development and test
results, specifications, data, know-how, software, formats,
marketing plans, and analyses, business plans and analyses,
strategies, forecasts, customer, and supplier identities,
characteristics and agreements.
b.
Exclusions.
Notwithstanding the
foregoing, the term Confidential Information shall not
include:
i.
Any information
which becomes generally available to the public other than as a
result of a breach of the confidentiality portions of this
agreement, or any other agreement requiring confidentiality between
the Company and you;
ii.
Information
received from a third party in rightful possessions of such
information who is not restricted from disclosing such information;
and
iii.
Information known
by you prior to receipt of such information from the Company, which
prior knowledge can be documented.
c.
Documents.
You agree that,
without the express written consent of the Company, you will not
remove from the Company’s premises, any notes, formulas,
programs, data, records, machines or any other documents or items
which in any manner contain or constitute Confidential Information,
nor will you make reproductions or copies of same, nor will you use
any of the same except as necessary in connection with executing
your Duties as a member of the Board. In the event you receive any
such documents or items by personal delivery from any duly
designated or authorized personnel of the Company, you shall be
deemed to have received the express written consent of the Company
to possess such material. In the event that you receive any such
documents or items, other than through personal delivery as
described in the preceding sentence, you agree to inform the
Company promptly of your possession of such documents or items. You
shall promptly return any such documents or items, along with any
reproductions or copies to the Company upon the Company’s
demand or upon termination of this agreement.
d.
No Disclosure.
You agree that you will
hold in strict trust and confidence all Confidential Information
and will not disclose to others, directly or indirectly, any
Confidential Information or anything relating to such information
without the prior written consent of the Company, except as maybe
necessary in the course of his business relationship with the
Company. You further agree that the provisions of this Section 6
shall survive termination of this agreement for three (3) years
after the date of termination.
7.
Entire Agreement;
Amendment; Waiver.
This agreement expresses the entire
understanding with respect to the subject hereof and supersedes and
terminates any prior oral or written agreements with respect to the
subject matter hereof. Any term of this agreement may be amended
and observance of any term of this agreement may be waived only
with the written consent of the parties hereto. Waiver of any term
or condition of this agreement by any party shall not be construed
as a waiver of any subsequent breach or failure of the same term or
condition or waiver of any other term or condition of this
agreement. The failure of any party at any time to require
performance by any other party of any provision of this agreement
shall not affect the right of any such party to require future
performance of such provision or any other provision of
agreement.
[Remainder of Page Intentionally Left Blank]
The
Agreement has been executed and delivered by the undersigned on the
date set forth below, and shall be deemed effective as of the
Effective Date.
Sincerely,
CELLULAR
BIOMEDICINE GROUP, INC.
By:
/s/Terry
Belmont
Terry
Belmont
Chairman of the
Board
AGREED
AND ACCEPTED:
/S/Gang (Jacky) Ji
___________
Gang
(Jacky) Ji
Exhibit
99.2
Cellular Biomedicine Group Announces Appointment of Ant Financial
Vice President, Gang Ji, to the Board of
Directors
SHANGHAI,
China and CUPERTINO, Calif., Nov. 14, 2016 -- Cellular Biomedicine
Group Inc. (NASDAQ:CBMG) (“CBMG” or the
“Company”), a clinical-stage biomedicine firm engaged
in the development of effective immunotherapies for cancer and stem
cell therapies for degenerative diseases, today announced the
appointment of Gang Ji as a Director of the Board and the transfer
of Guotong Xu, M.D., Ph.D from Director of the Board to the
Scientific Advisory Board, effective November 11, 2016. Mr. Ji will
join the Compensation Committee.
“We
are delighted to welcome Gang Ji to the CBMG board. Mr. Ji is
an energetic and seasoned executive with over sixteen years of
experience in the global investment and internet technology
sectors. He currently serves as Vice President for Ant
Financial, a notable global financial technology leader, having
previously transitioned from Alibaba Group where he served as Vice
President responsible for strategic investments,” said Terry
A. Belmont, Chairman of the Board of CBMG. “His breadth of
experience in financial services, investments and high-growth
industries will add powerful capabilities to our Board. We
are confident that his strategic insights and financial acumen, as
well as his extensive relationships with venture capital, private
equity and large institutional investors, can bolster resources for
the Company’s dual technology platforms targeting unmet needs
in the treatment of cancerous and degenerative
diseases.”
Guotong
Xu, M.D., Ph.D, who has served on the Board of Directors since
November 2014, will transition to serve on the Company’s
Scientific Advisory Board to lead the continued efforts of
CBMG’s stem cell platforms. Dr. Xu’s regenerative
medicine expertise will help advance CBMG’s multiple ongoing
research programs and pipeline of therapies.
“I
am delighted to join the Board of Cellular Biomedicine Group and
believe that the Company’s robust and vigorous manufacturing
capabilities, R&D and scientific leadership well positions CBMG
to develop meaningful solutions for cancer and degenerative
diseases affecting so many families in China,” commented Mr.
Ji.
About Gang Ji
Mr.
Ji joined Ant Financial in January 2016 as Vice President. Mr. Ji
is responsible for the global strategic investments for Ant
Financial and has sixteen years of experience in investment and
more than eight years of experience in the internet industry.
Before joining Ant Financial, he served Alibaba Group as Vice
President, where he was responsible for strategic investment for
seven years. Prior to Alibaba, Mr. Ji worked for several venture
capital funds and was an auditor of KPMG. He is a director of
the publicly listed company Asia Game Technology Ltd (HKEX:8279) as
well as several private technology companies. He holds a
bachelor’s degree in international business management from
University of International Business and Economics
(Beijing).
About Cellular Biomedicine Group
Cellular
Biomedicine Group, Inc. develops proprietary cell therapies for the
treatment of certain degenerative and cancerous diseases. Our
developmental stem cell and Immuno-Oncology projects are the result
of research and development by scientists and doctors
from China and the United States. Our GMP facilities
in China, consisting of twelve independent cell production lines,
are 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,
trends, 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 risks
inherent in doing business, trends affecting the global economy,
including the devaluation of the RMB by China in August 2015 and
other risks detailed from time to time in CBMG’s reports
filed with the Securities and Exchange Commission, quarterly
reports on form 10-Q, current reports on form 8-K and annual
reports on form 10-K. 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 CBMG believes the expectations
reflected in the forward-looking statements are reasonable, they
cannot guarantee that future results, levels of activity,
performance or achievements will be obtained. CBMG does not have
any obligation to update these forward-looking statements other
than as required by law.
Contacts:
Sarah Kelly
Director of Corporate Communications, CBMG
+1 408-973-7884
sarah.kelly@cellbiomedgroup.com
Vivian Chen
Managing Director Investor Relations, Grayling
+1 347 481-3711
vivian.chen@grayling.com
