Delaware
|
|
86-1032927
|
State of Incorporation
|
|
IRS Employer Identification No.
|
Large
accelerated filer
|
☐
|
|
Accelerated
filer
|
☑
|
|
Non-accelerated
filer
|
☐
|
|
Smaller
reporting company
|
☐
|
|
|
|
Page
|
ITEM
1.
|
BUSINESS
|
4
|
ITEM
1A.
|
RISK
FACTORS
|
29
|
ITEM
2.
|
PROPERTIE
|
60
|
ITEM
3.
|
LEGAL
PROCEEDINGS
|
60
|
ITEM
4.
|
MINE
SAFETY DISCLOSURES
|
61
|
ITEM
5.
|
MARKET
FOR REGISTRANT'S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
|
61
|
ITEM
6.
|
SELECTED
FINANCIAL DATA
|
66
|
ITEM
7.
|
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
69
|
ITEM
7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
84
|
ITEM
8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
85
|
ITEM
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
85
|
ITEM
9A.
|
CONTROLS
AND PROCEDURES
|
85
|
ITEM
9B.
|
OTHER
INFORMATION
|
85
|
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
86
|
ITEM
11.
|
EXECUTIVE
COMPENSATION
|
94
|
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
114
|
ITEM
13.
|
CERTAIN
RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
117
|
ITEM
14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
117
|
ITEM
15.
|
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
|
119
|
|
SIGNATURES
|
123
|
ITEM 1. BUSINESS.
|
I.
|
The
patient selection criteria of this study is highly
selective. The participants enrolled in the studies were
advanced, relapsed, and refractory to other standard-of-care
therapies. This selection criterion is highly distinguishable from
other studies, which avoided higher risk patients. Most of these
high severity patients would not have been eligible for other
entities’ studies because of extramedullary involvement or
because the presence of bulky tumors were deemed too risky for
their trials.
|
II.
|
The
treatment program design of this study is very
stringent.
|
|
a. Our higher risk patients did not receive conditioning
chemotherapy, which is known as a beneficial facilitator of
adoptive T cell therapies.
b. Moreover, our higher risk patients did not receive
subsequent Hematopoietic Stem Cell transplantation (HSCT), which is
also known as a beneficial facilitator of adoptive T cell
therapies.
|
●
|
First
known report of positive safety and signal of clinical activity of
EGFR CAR-T in multiple solid tumor indications,
|
●
|
Most
NSCLC patients treated with CBM-EGFR.1 failed EGFR-TKI therapy
prior to CBM-EGFR.1 treatment,
|
●
|
Overall
disease control rate (DCR) is 79% (19 of 24). 100% DCR in
cholangiocarcinoma (5/5), 71% DCR in NSCLC (12/17),
|
●
|
Objective
response rate (ORR) of 25% in combined indications: 2 complete
response (CR) and 1 partial response (PR) in cholangiocarcinoma, 2
PR in NSCLC and 1 PR in pancreatic cancer.
|
●
|
Banking processes
that ensure cell preservation and
viability;
|
●
|
DNA identification
for stem cell ownership; and
|
●
|
Bio-safety testing
at independently certified laboratories.
|
●
|
Cell
Therapy. Cell therapy involves the use of cells, whether
derived from adults, third party donors or patients, from various
parts of the body, for the treatment of diseases or injuries.
Therapeutic applications may include cancer vaccines, cell based
immune-therapy, arthritis, heart disease, diabetes,
Parkinson’s and Alzheimer’s diseases, vision
impairments, orthopedic diseases and brain or spinal cord injuries.
This subfield also includes the development of growth factors and
serums and natural reagents that promote and guide cell
development.
|
●
|
Tissue
Engineering. This subfield involves using a combination of
cells with biomaterials (also called “scaffolds”) to
generate partially or fully functional tissues and organs, or using
a mixture of technology in a bioprinting process. Some natural
materials, like collagen, can be used as biomaterial, but advances
in materials science have resulted in a variety of synthetic
polymers with attributes that would make them uniquely attractive
for certain applications. Therapeutic applications may include
heart patch, bone re-growth, wound repair, replacement neo-urinary
conduits, saphenous arterial grafts, inter-vertebral disc and
spinal cord repair.
|
●
|
Diagnostics
and Lab Services. This subfield involves the production and
derivation of cell lines that may be used for the development of
drugs and treatments for diseases or genetic defects. This sector
also includes companies developing devices that are designed and
optimized for regenerative medicine techniques, such as specialized
catheters for the delivery of cells, tools for the extraction of
stem cells and cell-based diagnostic tools.
|
●
|
We
believe our intellectual property portfolio for haMPC is well-built
and abundant. It covers aspects of adipose stem cell medicine
production, including acquisition of human adipose tissue,
preservation, and storage, tissue, processing, stem cell
purification, expansion, and banking, formulation for
administration, and administration methods.
|
●
|
Our
portfolio also includes adipose derived cellular medicine
formulations and their applications in the potential treatment of
degenerative diseases and autoimmune diseases, including
osteoarthritis, rheumatoid arthritis, as well as potential
applications to anti-aging.
|
●
|
Our
haMPC intellectual property portfolio:
|
°
|
provides
coverage of all steps in the production process;
|
°
|
enables
achievement of high yields of Stromal Vascular Fraction (SVF), i.e.
stem cells derived from adipose tissue extracted by
liposuction;
|
°
|
makes
adipose tissue acquisition convenient and useful for purposes of
cell banking; and
|
°
|
employs
preservation techniques enabling long distance shipment of finished
cell medicine products.
|
●
|
Our
recent amalgamation of technologies from AG and PLAGH in the cancer
cell therapy is comprehensive and well-rounded. It
comprises of T cell clonality, Chimeric Antigen Receptor T cell
(CAR-T) therapy, its recombinant expression vector CD19, CD20, CD30
and Human Epidermal Growth Factor Receptor's (EGFR or HER1)
Immuno-Oncology patents applications, several preliminary clinical
studies of various CAR-T constructs targeting CD19-positive acute
lymphoblastic leukemia, CD20-positive lymphoma, CD30-positive
Hodgkin's lymphoma and EGFR-HER1-positive advanced lung cancer, and
Phase I/II clinical data of the aforementioned therapies and
manufacturing knowledge.
|
|
China
Patents
|
U.S.
Patents
|
EU
Patents
|
Other
International Patents
|
PCT
|
|
|
|
|
|
|
Work in
Process
|
6
|
-
|
-
|
-
|
-
|
Patents Filed,
Pending
|
21
|
1
|
1
|
2
|
5
|
Granted
|
23
|
2
|
1
|
-
|
-
|
Total
|
50
|
3
|
2
|
2
|
5
|
ITEM 1A.
Risk
Factors
|
●
|
Educating
medical personnel regarding the application protocol;
|
●
|
Sourcing
clinical and commercial supplies for the materials used to
manufacture and process our Tcm product candidates;
|
●
|
Developing
a consistent and reliable process, while limiting contamination
risks regarding the application protocol;
|
●
|
Conditioning
patients with chemotherapy in conjunction with delivering Tcm
treatment, which may increase the risk of adverse side
effects;
|
●
|
Obtaining
regulatory approval, as the Chinese Food and Drug Administration,
or CFDA, and other regulatory authorities have limited experience
with commercial development of cell-based therapies, and therefore
the pathway to regulatory approval may be more complex and require
more time than we anticipate; and
|
●
|
Establishing
sales and marketing capabilities upon obtaining any regulatory
approval to gain market acceptance of a novel therapy.
|
●
|
the
clinical safety and effectiveness of the product candidates, the
availability of alternative treatments and the perceived advantages
of the particular product candidates over alternative
treatments;
|
●
|
the
relative convenience and ease of administration of the product
candidates;
|
●
|
our
ability to separate the product candidates from the ethical
controversies and political barriers associated with stem cell
product candidates derived from human embryonic or fetal
tissue;
|
●
|
ethical
concerns that may arise regarding our commercial use of stem cells,
including adult stem cells, in the manufacture of the product
candidates;
|
●
|
the
frequency and severity of adverse events or other undesirable side
effects involving the product candidates or the products or product
candidates of others that are cell-based; and
|
●
|
the
cost of the products, the reimbursement policies of government and
third-party payors and our ability to obtain sufficient third-party
coverage or reimbursement.
|
●
|
survive
and persist in the desired location;
|
●
|
provide
the intended therapeutic benefit;
|
●
|
engraft
or integrate into existing tissue in the desired manner;
or
|
●
|
achieve
therapeutic benefits equal to, or better than, the standard of
treatment at the time of testing.
|
●
|
regulators
or institutional review boards may not authorize us or our
investigators to commence clinical trials or conduct clinical
trials at a prospective trial site;
|
●
|
clinical
trials of product candidates may produce negative or inconclusive
results, and we may decide, or regulators may require us, to
conduct additional clinical trials or abandon product development
programs that we expect to be pursuing;
|
●
|
the
number of patients required for clinical trials of product
candidates may be larger than we anticipate, enrollment in these
clinical trials may be slower than we anticipate, or participants
may drop out of these clinical trials at a higher rate than we
anticipate;
|
●
|
third
party contractors may fail to comply with regulatory requirements
or meet their contractual obligations to us in a timely manner or
at all;
|
●
|
we
might have to suspend or terminate clinical trials of our product
candidates for various reasons, including a finding that the
participants are being exposed to unacceptable health
risks;
|
●
|
regulators
or institutional review boards may require that we or our
investigators suspend or terminate clinical research for various
reasons, including noncompliance with regulatory
requirements;
|
●
|
the
cost of clinical trials of our product candidates may be greater
than anticipated;
|
●
|
we may
be subject to a more complex regulatory process, since cell-based
therapies are relatively new and regulatory agencies have less
experience with them as compared to traditional pharmaceutical
products;
|
●
|
the
supply or quality of our product candidates or other materials
necessary to conduct clinical trials of these product candidates
may be insufficient or inadequate; and
|
●
|
our
product candidates may have undesirable side effects or other
unexpected characteristics, causing us or our investigators to halt
or terminate the trials.
|
●
|
the
patient eligibility criteria defined in the protocol;
|
●
|
the
size of the patient population required for analysis of the
trial’s primary endpoints;
|
●
|
the
proximity of patients to study sites;
|
●
|
the
design of the trial;
|
●
|
our
ability to recruit clinical trial investigators with the
appropriate competencies and experience;
|
●
|
our
ability to obtain and maintain patient consents; and
|
●
|
the
risk that patients enrolled in clinical trials will drop out of the
trials before completion.
|
●
|
the
demand for our product candidates, if we obtain regulatory
approval;
|
●
|
our
ability to set a price that we believe is fair for our
products;
|
●
|
our
ability to generate revenue and achieve or maintain
profitability;
|
●
|
the
level of taxes that we are required to pay; and
|
●
|
the
availability of capital.
|
●
|
Failure
to successfully manage relationships with hospitals, patients and
suppliers;
|
●
|
Demands
on management related to the increase in complexity of the company
after the acquisition;
|
●
|
Diversion
of management and scientists’ attention;
|
●
|
Potential
difficulties integrating and harmonizing large scale multi-site
clinical trials;
|
●
|
Difficulties
in the assimilation and retention of employees;
|
●
|
Exposure
to legal claims for activities of the acquired technologies;
and
|
●
|
Incurrence
of additional expenses in connection with the integration
process.
|
●
|
identifying,
recruiting, integrating, maintaining and motivating additional
employees;
|
●
|
managing
our internal development efforts effectively, including the
clinical trials and CFDA review process for our product candidates,
while complying with our contractual obligations to contractors and
other third parties; and
|
●
|
improving
our operational, financial and management controls, reporting
systems and procedures.
|
●
|
the
scope, progress, results, costs, timing and outcomes of our other
cell therapy product or therapy candidates;
|
●
|
our
ability to enter into, or continue, any collaboration agreements
with third parties for our product or therapy candidates and the
timing and terms of any such agreements;
|
●
|
the
timing of and the costs involved in obtaining regulatory approvals
for our product or therapy candidates, a process which could be
particularly lengthy or complex given the lack of precedent for
cell therapy products in China; and
|
●
|
the
costs of maintaining, expanding and protecting our intellectual
property portfolio, including potential litigation costs and
liabilities.
|
●
|
our
inability to enforce or obtain a remedy under any material
agreements;
|
●
|
PRC
restrictions on foreign investment that could impair our ability to
conduct our business or acquire or contract with other entities in
the future;
|
●
|
restrictions
on currency exchange that may limit our ability to use cash flow
most effectively or to repatriate our investment;
|
●
|
fluctuations
in currency values;
|
●
|
cultural,
language and managerial differences that may reduce our overall
performance; and
|
●
|
political
instability in China.
|
●
|
a
limited availability of market quotations for our
securities;
|
●
|
reduced
liquidity for our securities;
|
●
|
a
determination that our common stock is "penny stock" which will
require brokers trading in our common stock to adhere to more
stringent rules and possibly result in a reduced level of trading
activity in the secondary trading market for our
securities;
|
●
|
a
limited amount of news and analyst coverage; and
|
●
|
a
decreased ability to issue additional securities or obtain
additional financing in the future.
|
ITEM 2.
PROPERTIES
|
ITEM 3.
LEGAL
PROCEEDINGS
|
|
High
|
Low
|
Fiscal Year 2016
|
|
|
First
Quarter (January – March 2016)
|
$
22.10
|
$
10.44
|
Second
Quarter (April – June 2016)
|
$
20.98
|
$
11.07
|
Third
Quarter (July – September 2016)
|
$
15.68
|
$
11.85
|
Fourth
Quarter (October – December 2016)
|
$
15.45
|
$
11.00
|
|
|
|
Fiscal Year 2015
|
|
|
First
Quarter (January – March 2015)
|
$
49.00
|
$
12.93
|
Second
Quarter (April – June 2015)
|
$
41.73
|
$
21.41
|
Third
Quarter (July – September 2015)
|
$
38.74
|
$
16.00
|
Fourth
Quarter (October – December 2015)
|
$
25.20
|
$
15.90
|
Plan Catagory
|
Number of securities to
be issued upon exercise of outstanding options, warrants and rights
(#)
|
Weighted-average exercise
price of outstanding options, warrants and rights
($)
|
Number of securities
|
Equity compensation plans approved by
stockholders
|
1,766,571
|
$
12.36
|
542,370
|
Equity compensation plans not approved by
stockholders
|
-
|
-
|
-
|
Total
|
1,766,571
|
$
12.36
|
542,370
|
ITEM 6.
SELECTED FINANCIAL
DATA
|
|
Year Ended December 31,
2016
|
Year Ended December 31,
2015
|
Year Ended
December 31,
2014
|
||
|
|
|
|
Agreen
|
|
|
CBMG
As stated
|
CBMG
As stated
|
CBMG
As stated
|
Pro forma
Adjustment
|
Pro forma
Consolidated
|
Net sales and revenue
|
$
627,930
|
$
2,505,423
|
$
564,377
|
$
1,198,414
|
$
1,762,791
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
Cost of sales *
|
860,417
|
1,880,331
|
242,215
|
880,797
|
1,123,012
|
General and administrative *
|
11,670,506
|
13,068,255
|
7,875,413
|
245,911
|
8,121,324
|
Selling and marketing *
|
425,040
|
709,151
|
314,894
|
6,351
|
321,245
|
Research and development *
|
11,475,587
|
7,573,228
|
3,146,499
|
113,635
|
3,260,134
|
Impairment of investments
|
4,611,714
|
123,428
|
1,427,840
|
-
|
1,427,840
|
Total
operating expenses
|
29,043,264
|
23,354,393
|
13,006,861
|
1,246,694
|
14,253,555
|
Operating loss
|
(28,415,334
)
|
(20,848,970
)
|
(12,442,484
)
|
(48,280
)
|
(12,490,764
)
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
Interest income
|
78,943
|
42,220
|
15,043
|
318
|
15,361
|
Other income (expense)
|
132,108
|
630,428
|
71,982
|
(147
)
|
71,835
|
Total other
income
(expense)
|
211,051
|
672,648
|
87,025
|
171
|
87,196
|
Loss from continuing operations before
taxes
|
(28,204,283
)
|
(20,176,322
)
|
(12,355,459
)
|
(48,109
)
|
(12,403,568
)
|
|
|
|
|
|
|
Income taxes credit
(provision)
|
(4,093
)
|
728,601
|
-
|
-
|
-
|
Loss from Continuing operations
|
(28,208,376
)
|
(19,447,721
)
|
(12,355,459
)
|
(48,109
)
|
(12,403,568
)
|
|
|
|
|
|
|
Loss on discontinued operations, net of
taxes
|
-
|
-
|
(3,119,152
)
|
-
|
(3,119,152
)
|
|
|
|
|
|
|
Net loss
|
$
(28,208,376
)
|
$
(19,447,721
)
|
$
(15,474,611
)
|
$
(48,109
)
|
$
(15,522,720
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
Cumulative translation adjustment
|
(743,271
)
|
(307,950
)
|
15,254
|
963
|
16,217
|
Unrealized gain (loss) on
investments, net of tax
|
5,300,633
|
(1,376,540
)
|
1,611,045
|
-
|
1,611,045
|
Reclassification
adjustments, net of tax, in connection with other-than-temporary
impairment of investments
|
(5,557,939
)
|
-
|
-
|
-
|
-
|
Total other comprehensive income
(loss):
|
(1,000,577
)
|
(1,684,490
)
|
1,626,299
|
963
|
1,627,262
|
|
|
|
|
|
|
Comprehensive loss
|
$
(29,208,953
)
|
$
(21,132,211
)
|
$
(13,848,312
)
|
$
(47,146
)
|
$
(13,895,458
)
|
|
|
|
|
|
|
Loss per share for continuing
operations:
|
|
|
|
|
|
Basic
|
$
(2.09
)
|
$
(1.70
)
|
$
(1.43
)
|
$
(0.09
)
|
$
(1.35
)
|
Diluted
|
$
(2.09
)
|
$
(1.70
)
|
$
(1.43
)
|
$
(0.09
)
|
$
(1.35
)
|
|
|
|
|
|
|
Loss per share for discontinued
operations:
|
|
|
|
|
|
Basic
|
$
-
|
$
-
|
$
(0.36
)
|
$
-
|
$
(0.34
)
|
Diluted
|
$
-
|
$
-
|
$
(0.36
)
|
$
-
|
$
(0.34
)
|
|
|
|
|
|
|
Net loss per share:
|
|
|
|
|
|
Basic
|
$
(2.09
)
|
$
(1.70
)
|
$
(1.79
)
|
$
(0.09
)
|
$
(1.69
)
|
Diluted
|
$
(2.09
)
|
$
(1.70
)
|
$
(1.79
)
|
$
(0.09
)
|
$
(1.69
)
|
|
|
|
|
|
|
Weighted average common shares
outstanding:
|
|
|
|
|
|
Basic
|
13,507,408
|
11,472,306
|
8,627,094
|
555,335
|
9,182,429
|
Diluted
|
13,507,408
|
11,472,306
|
8,627,094
|
555,335
|
9,182,429
|
* These line items include the following amounts of non-cash,
stock-based compensation expense for the periods
indicated:
|
|
|
|
|
2016 versus 2015
|
2015 versus 2014
|
||
|
2016
|
2015
|
2014
|
Change
|
Percent
|
Change
|
Percent
|
Year
ended December 31,
|
$
627,930
|
$
2,505,423
|
$
564,377
|
$
(1,877,493
)
|
(75
)%
|
$
1,941,046
|
344
%
|
|
|
|
|
2016 versus 2015
|
2015 versus 2014
|
||
|
2016
|
2015
|
2014
|
Change
|
Percent
|
Change
|
Percent
|
Year
ended December 31,
|
$
860,417
|
$
1,880,331
|
$
242,215
|
$
(1,019,914
)
|
(54
)%
|
$
1,638,116
|
676
%
|
|
|
|
|
2016 versus 2015
|
2015 versus 2014
|
||
|
2016
|
2015
|
2014
|
Change
|
Percent
|
Change
|
Percent
|
Year
ended December 31,
|
$
11,670,506
|
$
13,068,255
|
$
7,875,413
|
$
(1,397,749
)
|
(11
)%
|
$
5,192,842
|
66
%
|
|
|
|
|
2016 versus 2015
|
2015 versus 2014
|
||
|
2016
|
2015
|
2014
|
Change
|
Percent
|
Change
|
Percent
|
Year
ended December 31,
|
$
425,040
|
$
709,151
|
$
314,894
|
$
(284,111
)
|
(40
)%
|
$
394,257
|
125
%
|
|
|
|
|
2016 versus 2015
|
2015 versus 2014
|
||
|
2016
|
2015
|
2014
|
Change
|
Percent
|
Change
|
Percent
|
Year
ended December 31,
|
$
11,475,587
|
$
7,573,228
|
$
3,146,499
|
$
3,902,359
|
52
%
|
$
4,426,729
|
141
%
|
|
|
|
|
2016 versus 2015
|
2015 versus 2014
|
||
|
2016
|
2015
|
2014
|
Change
|
Percent
|
Change
|
Percent
|
Year
ended December 31,
|
$
4,611,714
|
$
123,428
|
$
1,427,840
|
$
4,488,286
|
3636
%
|
$
(1,304,412
)
|
(91
)%
|
|
|
|
|
2016 versus 2015
|
2015 versus 2014
|
||
|
2016
|
2015
|
2014
|
Change
|
Percent
|
Change
|
Percent
|
Year
ended December 31,
|
$
(28,415,334
)
|
$
(20,848,970
)
|
$
(12,442,484
)
|
$
(7,566,364
)
|
36
%
|
$
(8,406,486
)
|
68
%
|
|
|
|
|
2016 versus 2015
|
2015 versus 2014
|
||
|
2016
|
2015
|
2014
|
Change
|
Percent
|
Change
|
Percent
|
Year
ended December 31,
|
$
211,051
|
$
672,648
|
$
87,025
|
$
(461,597
)
|
(69
)%
|
$
585,623
|
673
%
|
|
|
|
|
2016 versus 2015
|
2015 versus 2014
|
||
|
2016
|
2015
|
2014
|
Change
|
Percent
|
Change
|
Percent
|
Year
ended December 31,
|
$
(4,093
)
|
$
728,601
|
$
-
|
$
(732,694
)
|
(101
)%
|
$
728,601
|
N/A
|
|
|
|
|
2016 versus 2015
|
2015 versus 2014
|
||
|
2016
|
2015
|
2014
|
Change
|
Percent
|
Change
|
Percent
|
Year
ended December 31,
|
$
(28,208,376
)
|
$
(19,447,721
)
|
$
(12,355,459
)
|
$
(8,760,655
)
|
45
%
|
$
(7,092,262
)
|
57
%
|
|
|
|
|
2016 versus 2015
|
2015 versus 2014
|
||
|
2016
|
2015
|
2014
|
Change
|
Percent
|
Change
|
Percent
|
Year
ended December 31,
|
$
-
|
$
-
|
$
(3,119,152
)
|
$
-
|
N/A
|
$
3,119,152
|
(100
)%
|
|
|
|
|
2016 versus 2015
|
2015 versus 2014
|
||
|
2016
|
2015
|
2014
|
Change
|
Percent
|
Change
|
Percent
|
Year
ended December 31,
|
$
(28,208,376
)
|
$
(19,447,721
)
|
$
(15,474,611
)
|
$
(8,760,655
)
|
45
%
|
$
(3,973,110
)
|
26
%
|
|
|
|
|
2016 versus 2015
|
2015 versus 2014
|
||
|
2016
|
2015
|
2014
|
Change
|
Percent
|
Change
|
Percent
|
Year
ended December 31,
|
$
(29,208,953
)
|
$
(21,132,211
)
|
$
(13,848,312
)
|
$
(8,076,742
)
|
38
%
|
$
(7,283,899
)
|
53
%
|
|
Shares
|
Unrealised Share-Based Compensation Costs
|
Weighted Average Period
|
Non-vested
stock options
|
613,663
|
$
6,264,211
|
1.21
year
|
Non-vested
restricted stock
|
54,307
|
$
1,049,174
|
1.26
year
|
|
Payments due by period
|
||||
Contractual Obligations
|
|
Less than
|
2-3
|
3-5
|
More than
|
|
Total
|
1
year
|
years
|
years
|
5 years
|
Capital Commitment
|
$
1,451,278
|
$
1,355,285
|
$
95,993
|
$
-
|
$
-
|
Operating Lease Obligations
|
2,942,756
|
965,885
|
1,178,111
|
361,453
|
437,307
|
Total
|
$
4,394,034
|
$
2,321,170
|
$
1,274,104
|
$
361,453
|
$
437,307
|
|
Exposure to foreign currencies (Expressed in USD)
|
|
|
As of December 31, 2016
|
|
|
RMB
|
USD
|
Cash
and cash equivalents
|
892,709
|
1,511,512
|
|
|
|
Net
exposure arising from recognised assets and
liabilities
|
892,709
|
1,511,512
|
|
As of December 31, 2016
|
|
|
increase/(decrease)
in foreign exchange rates
|
Effect on net loss (Expressed in USD)
|
|
|
|
RMB
(against USD)
|
5
%
|
(30,940
)
|
|
|
|
|
-5
%
|
30,940
|
Class
|
|
Term
|
Class
I
|
|
Class I
directors serve for a term of three years, and are elected by the
stockholders at the beginning of each term. The next full 3-year
term for Class I directors extends from the date of the 2016 annual
meeting to the date of the 2019 annual meeting.
|
Class
II
|
|
Class
II directors serve for a term of three years, and are elected by
the stockholders at the beginning of each term. The next full
3-year term for Class II directors extends from the date of this
year’s Annual Meeting of stockholders in 2017 to the date of
the 2020 annual meeting.
|
Class
III
|
|
Class
III directors serve for a term of three years, and are elected by
the stockholders at the beginning of each term. The next full
3-year term for Class III directors extends from the date of the
2018 annual meeting to the date of the 2021 annual
meeting.
|
Name
|
|
Age
|
|
Position
|
|
Term
|
Wen Tao
(Steve) Liu
|
|
61
|
|
Director
|
|
Class
III
|
Hansheng
Zhou (2)
|
|
53
|
|
Independent
Director
|
|
Class
I
|
Tony
(Bizuo) Liu
|
|
52
|
|
Chief
Executive Officer and Chief Financial Officer
|
|
Class
II
|
Chun
Kwok Alan Au (1)(3)
|
|
44
|
|
Independent
Director
|
|
Class
II
|
|
|
|
|
|
|
|
Gang
Ji
(2)
|
|
42
|
|
Independent
Director
|
|
Class
II
|
Terry
A. Belmont (1)(2)(3)
|
|
71
|
|
Chairman
of the Board and Independent Director
|
|
Class
I
|
Nadir
Patel (1)(3)
|
|
46
|
|
Independent
Director
|
|
Class III
|
Yihong
Yao
|
|
49
|
|
Chief
Scientific Officer
|
|
N/A
|
Andrew
Chan
|
|
59
|
|
Secretary
and Senior Vice President
|
|
N/A
|
Name
|
|
Audit Committee
|
|
Compensation Committee
|
|
Nominating & Corporate Governance Committee
|
Nadir
Patel
|
|
Chair
|
|
|
|
X
|
Terry
A. Belmont
|
|
X
|
|
Chair
|
|
X
|
Gang
Ji
|
|
|
|
X
|
|
|
Chun
Kwok Alan Au
|
|
X
|
|
|
|
Chair
|
Hansheng
Zhou
|
|
|
|
X
|
|
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
|
Nonqualified
Deferred
|
All Other
Compensation
|
Total
($)
|
Wen
Tao (Steve) Liu, Director, Former President and Chairman of the
Board (1)
|
2016
|
15,341
|
-
|
-
|
-
|
-
|
-
|
68,274
|
83,615
|
|
2015
|
150,000
|
-
|
-
|
697,860
|
-
|
-
|
-
|
847,860
|
|
2014
|
200,004
|
-
|
37,727
|
-
|
-
|
-
|
-
|
237,731
|
Wei
(William) Cao, Former Director, Former Chief Executive Officer
(1)
|
2016
|
24,834
|
-
|
-
|
-
|
-
|
-
|
75,000
|
99,834
|
|
2015
|
247,717
|
-
|
-
|
4,723,010
|
-
|
-
|
-
|
4,970,727
|
|
2014
|
225,000
|
-
|
-
|
-
|
-
|
-
|
-
|
225,000
|
Bizuo
(Tony) Liu, Chief Executive Officer, Chief Financial Officer and
Director (2)
|
2016
|
240,000
|
-
|
-
|
637,240
|
-
|
-
|
23,017
|
900,257
|
|
2015
|
226,750
|
-
|
-
|
3,507,780
|
-
|
-
|
-
|
3,734,530
|
|
2014
|
155,491
|
-
|
-
|
1,141,712
|
-
|
-
|
-
|
1,297,203
|
Andrew
Chan, Senior Vice President, Corporate Business Development,
Company Secretary (2)
|
2016
|
242,584
|
80,000
|
-
|
206,700
|
-
|
-
|
26,015
|
555,299
|
|
2015
|
228,338
|
61,217
|
-
|
-
|
-
|
-
|
-
|
289,555
|
|
2014
|
220,006
|
-
|
46,200
|
209,625
|
-
|
-
|
-
|
475,831
|
Richard
L. Wang, Chief Operating Officer (2)
|
2016
|
225,000
|
41,664
|
-
|
137,800
|
-
|
-
|
14,126
|
418,590
|
|
2015
|
128,461
|
-
|
590,800
|
659,100
|
-
|
-
|
-
|
1,378,361
|
|
2014
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Yihong
Yao, Chief Scientific Officer (2)
|
2016
|
250,000
|
30,648
|
-
|
137,800
|
-
|
-
|
23,985
|
442,433
|
|
2015
|
116,045
|
-
|
613,865
|
490,000
|
-
|
-
|
-
|
1,219,910
|
|
2014
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Cash bonus for 2016 ($)
|
Shares of options granted as 2016 bonus (note)
|
Note
|
|
|
|
|
Bizuo
(Tony) Liu
|
100,000
|
30,000
|
1
|
|
|
|
|
Andrew
Chan
|
80,000
|
15,000
|
2
|
|
|
|
|
Yihong
Yao
|
75,000
|
-
|
|
|
|
|
|
Richard
Wang
|
50,000
|
-
|
|
|
Cash bonus for 2016 ($)
|
Shares of options granted as 2016 bonus (note)
|
Note
|
|
|
|
|
Bizuo
(Tony) Liu
|
100,000
|
30,000
|
1
|
|
|
|
|
Andrew
Chan
|
80,000
|
15,000
|
2
|
|
|
|
|
Yihong
Yao
|
75,000
|
-
|
|
|
|
|
|
Richard
Wang
|
50,000
|
-
|
|
Category
|
|
2016 Goals
|
Financials
|
|
Financing;
Growth in Top Line and Gross Margin, management of approved budget,
and maintenance of ample working capital
|
Corporate Development
|
|
Develop
strategic partnership and acquisition of complementary
technologies
|
Product Development
|
|
Manage
Clinical Trials execution
|
|
Salary ($)
|
Bonus ($)
|
Option Awards ($)
|
All other compensation ($)
|
Total ($)
|
Note
|
|
|
Note
1
|
Note
2
|
Note
3
|
|
|
|
|
|
|
|
|
|
Bizuo
(Tony) Liu
|
240,000
|
100,000
|
279,600
|
23,017
|
642,617
|
4
|
|
|
|
|
|
|
|
Andrew
Chan
|
242,584
|
80,000
|
139,800
|
26,015
|
488,399
|
5
|
|
|
|
|
|
|
|
Yihong
Yao
|
250,000
|
75,000
|
-
|
23,985
|
348,985
|
|
|
|
|
|
|
|
|
Richard
Wang
|
225,000
|
50,000
|
-
|
14,126
|
289,126
|
|
|
Cash compensation for 2016 ($)
|
Options granted for 2016 (note)
|
Note
|
Total compensation ($)
|
|
|
|
|
|
Terry
A. Belmont
|
67,800
|
11,895
|
1
|
226,000
|
|
|
|
|
|
Chun
Kwok Alan Au
|
55,800
|
9,789
|
1
|
186,000
|
|
|
|
|
|
Nadir
Patel
|
55,800
|
9,789
|
1
|
186,000
|
|
|
|
|
|
Zhou
Hansheng
|
20,000
|
5,300
|
2
|
80,530
|
|
|
|
|
|
Ji
Gang
|
22,800
|
3,620
|
3
|
76,000
|
|
Outstanding Equity Awards at Fiscal Year-End
|
||||||||
|
Option awards
|
Stock awards
|
|||||||
Name
|
Number of securities underlying unexercised options(#)
exercisable
|
Number of securities underlying unexercised options (#)
unexercisable
|
Equity incentive plan awards: Number of securities underlying
unexercised unearned options (#)
|
Option exercise price ($)
|
Option expiration date
|
Number of shares or units of stock that have not vested
(#)
|
Market value of shares of units of stock that have not vested
($)
|
Equityincentive plan awards: Number of unearned shares, units or
other rights that have not vested (#)
|
Equityincentive plan awards: Market or payout value of unearned
shares, units or other rights that have not vested ($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Wen Tao (Steve) Liu (1)
|
146,667
|
-
|
-
|
$
3.00
|
2017-5-6 or 3 months after board role ends, whichever is
later
|
-
|
-
|
-
|
-
|
Wen Tao (Steve) Liu (2)
|
20,572
|
1,872
|
-
|
$
15.53
|
2017-5-6 or 3 months after board role ends, whichever is
later
|
-
|
-
|
-
|
-
|
Andrew Chan, Company Secretary, Senior Vice President, Corporate
Business Development (3)
|
38,880
|
-
|
-
|
$
3.00
|
2/20/2023
|
-
|
-
|
-
|
-
|
Andrew Chan (4)
|
37,904
|
-
|
-
|
$
5.61
|
5/16/2024
|
-
|
-
|
-
|
-
|
Andrew Chan (5)
|
-
|
4,500
|
-
|
$
18.61
|
4/8/2026
|
-
|
-
|
-
|
-
|
Andrew Chan (6)
|
-
|
10,500
|
-
|
$
18.61
|
4/8/2026
|
-
|
-
|
-
|
-
|
Bizuo (Tony) Liu, Chief Executive Officer and Chief Financial
Officer (7)
|
247,918
|
7,082
|
-
|
$
5.00
|
1/3/2024
|
-
|
-
|
-
|
-
|
Bizuo (Tony) Liu (8)
|
5,300
|
-
|
-
|
$
7.23
|
3/5/2023
|
-
|
-
|
-
|
-
|
Bizuo (Tony) Liu (9)
|
10,000
|
5,000
|
-
|
$
20.63
|
7/23/2021
|
-
|
-
|
-
|
-
|
Bizuo (Tony) Liu (10)
|
10,000
|
5,000
|
-
|
$
20.63
|
8/14/2021
|
-
|
-
|
-
|
-
|
Bizuo (Tony) Liu (11)
|
65,200
|
32,600
|
-
|
$
15.53
|
12/31/2021
|
-
|
-
|
-
|
-
|
Bizuo (Tony) Liu (12)
|
5,334
|
2,666
|
-
|
$
15.53
|
12/31/2021
|
-
|
-
|
-
|
-
|
Bizuo (Tony) Liu (13)
|
9,000
|
21,000
|
-
|
$
35.53
|
4/6/2025
|
-
|
-
|
-
|
-
|
Bizuo (Tony) Liu (14)
|
-
|
13,000
|
-
|
$
40.00
|
1/23/2026
|
-
|
-
|
-
|
-
|
Bizuo (Tony) Liu (15)
|
-
|
40,000
|
-
|
$
20.00
|
4/11/2026
|
-
|
-
|
-
|
-
|
Bizuo (Tony) Liu (16)
|
-
|
-
|
40,000
|
$
20.00
|
3/7/2027
|
-
|
-
|
-
|
-
|
Bizuo (Tony) Liu (17)
|
-
|
-
|
40,000
|
$
20.00
|
3/7/2028
|
-
|
-
|
-
|
-
|
Terry
A. Belmont (18)
|
4,000
|
-
|
-
|
$
12.94
|
12/9/2024
|
-
|
-
|
-
|
-
|
Terry
A. Belmont (19)
|
3,000
|
-
|
-
|
$
15.62
|
11/7/2024
|
-
|
-
|
-
|
-
|
Terry A. Belmont (20)
|
8,761
|
-
|
-
|
$
20.00
|
2/9/2023
|
-
|
-
|
-
|
-
|
Terry A. Belmont (21)
|
-
|
11,895
|
-
|
$
13.35
|
12/28/2026
|
|
|
|
|
David Bolocan (22)
|
3,620
|
-
|
-
|
$
13.40
|
12/9/2026
|
-
|
-
|
-
|
-
|
Nadir Patel (23)
|
5,000
|
-
|
-
|
$
5.00
|
1/3/2024
|
-
|
-
|
-
|
-
|
Nadir Patel (24)
|
2,000
|
-
|
-
|
$
15.62
|
11/7/2024
|
-
|
-
|
-
|
-
|
Nadir Patel (25)
|
5,000
|
-
|
-
|
$
13.79
|
1/3/2025
|
-
|
-
|
-
|
-
|
Nadir Patel (26)
|
5,946
|
-
|
-
|
$
20.00
|
2/9/2023
|
-
|
-
|
-
|
-
|
Nadir Patel (27)
|
-
|
9,789
|
-
|
$
13.35
|
12/28/2026
|
-
|
-
|
-
|
-
|
Chun Kwok Alan Au (28)
|
4,000
|
-
|
-
|
$
15.62
|
11/7/2024
|
-
|
-
|
-
|
-
|
Chun Kwok Alan Au (29)
|
5,056
|
-
|
-
|
$
20.00
|
2/9/2023
|
-
|
-
|
-
|
-
|
Chun Kwok Alan Au (30)
|
2,060
|
-
|
-
|
$
20.00
|
3/25/2023
|
-
|
-
|
-
|
-
|
Chun Kwok Alan Au (31)
|
-
|
9,789
|
|
$
13.35
|
12/28/2026
|
-
|
-
|
-
|
-
|
Guotong Xu (32)
|
2,000
|
-
|
-
|
$
15.62
|
11/7/2024
|
-
|
-
|
-
|
-
|
Guotong Xu (33)
|
3,313
|
-
|
-
|
$
20.00
|
2/9/2023
|
-
|
-
|
-
|
-
|
Guotong Xu (34)
|
-
|
6,626
|
-
|
$
14.70
|
11/11/2026
|
-
|
-
|
-
|
-
|
Richard L. Wang, Chief Operation Officer (35)
|
9,000
|
21,000
|
-
|
$
29.54
|
5/18/2025
|
-
|
-
|
-
|
-
|
Richard L. Wang (36)
|
-
|
-
|
-
|
-
|
N/A
|
14,000
|
$
413,560
|
-
|
-
|
Richard L. Wang (37)
|
-
|
10,000
|
-
|
$
18.61
|
4/8/2026
|
-
|
-
|
-
|
-
|
Yihong Yao, Chief Scientific Officer (38)
|
7,500
|
17,500
|
-
|
$
26.53
|
8/4/2025
|
-
|
-
|
-
|
-
|
Yihong Yao (39)
|
-
|
-
|
-
|
-
|
N/A
|
17,500
|
$
415,975
|
-
|
-
|
Yihong Yao (40)
|
-
|
10,000
|
-
|
$
18.61
|
4/8/2026
|
-
|
-
|
-
|
-
|
Hansheng Zhou (41)
|
-
|
5,300
|
-
|
$
16.00
|
7/8/2026
|
-
|
-
|
-
|
-
|
Gang Ji (42)
|
-
|
3,620
|
-
|
$
14.70
|
11/11/2026
|
-
|
-
|
-
|
-
|
Name
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive
Plan
|
Nonqualified
Deferred
Compensation
|
All Other
Compensation
($)
(note3)
|
Total
($)
|
Terry
A. Belmont
|
2016
|
62,800
|
-
|
-
|
219,194
|
-
|
-
|
-
|
281,994
|
David
Bolocan
|
2016
|
41,180
|
-
|
-
|
93,312
|
-
|
-
|
41,755
|
176,247
|
Wei
(William) Cao
|
2016
|
12,000
|
-
|
-
|
-
|
-
|
-
|
-
|
12,000
|
Gerardus
A. Hoogland
|
2016
|
26,622
|
-
|
-
|
-
|
-
|
-
|
-
|
26,622
|
Bizuo
(Tony) Liu
|
2016
|
36,000
|
-
|
-
|
-
|
-
|
-
|
-
|
36,000
|
Wen
Tao (Steve) Liu
|
2016
|
36,000
|
-
|
-
|
-
|
-
|
-
|
-
|
36,000
|
Nadir
Patel
|
2016
|
97,996
|
-
|
-
|
165,839
|
-
|
-
|
-
|
263,835
|
Chun
Kwok Alan Au
|
2016
|
37,300
|
-
|
-
|
180,295
|
-
|
-
|
-
|
217,595
|
Guotong
Xu
|
2016
|
22,260
|
-
|
-
|
38,132
|
-
|
-
|
77,460
|
137,852
|
Hansheng
Zhou
|
2016
|
9,605
|
-
|
-
|
51,516
|
-
|
-
|
-
|
61,121
|
Gang
Ji
|
2016
|
-
|
-
|
-
|
39,205
|
-
|
-
|
-
|
39,205
|
(1)
|
Total shares owned by Wen Tao (Steve) Liu includes (i) 213,076
shares of common stock; (ii)146,667 options issued under 2011 Plan
vested as of February 28, 2017; (iii) 22,444 options issued under
2014 Plan vested as of February 28, 2017.
|
|
|
(2)
|
Total shares owned by Bizuo (Tony) Liu includes (i) 100,000 shares
of common stock; (ii) 35,300 options issued under 2011 Plan vested
as of February 28, 2017; (iii)255,000 options issued under 2013
Plan vested as of February 28, 2017; (iv) 129,434 options issued
under 2014 Plan vested/to be vested within 60 days as of February
28, 2017; (v) 5,000 shares of common stock to be vested within 60
days as of February 28, 2017.
|
|
|
(3)
|
Total shares owned by Andrew Chan includes (i) 145,757 shares of
common stock; (ii) 53,880 options issued under 2011 Plan vested as
of February 28, 2017; (iii) 37,904 options issued under 2013 Plan
vested as of February 28, 2017; (iv) 5,458 options issued under
2014 Plan vested/to be vested within 60 days as of February 28,
2017; (v) 958 shares of common stock to be vested within 60 days as
of February 28, 2017.
|
|
|
(4)
|
Total shares owned by Yihong Yao includes (i) 8,000 shares of
common stock; (ii) 11,604 options issued under 2014 Plan vested/to
be vested within 60 days as of February 28, 2017; (v) 1,104 shares
of common stock to be vested within 60 days as of February 28,
2017.
|
|
|
(5)
|
Total shares owned by Richard L. Wang includes (i) 6,000 shares of
common stock; (ii) 9,000 options issued under 2014 Plan vested as
of February 28, 2017.
|
|
|
(6)
|
Total shares owned by Terry A. Belmont includes (i) 7,000 options
issued under 2013 Plan vested as of February 28, 2017; (ii) 8,761
options issued under 2014 Plan vested as of February 28,
2017.
|
|
|
(7)
|
Total shares owned by Nadir Patel includes (i) 12,000 options
issued under 2013 Plan vested as of February 28, 2017; (ii) 5,946
options issued under 2014 Plan vested as of February 28,
2017.
|
|
|
(8)
|
Total shares owned by Chun Kwok Alan Au includes (i) 4,000 options
issued under 2013 Plan vested as of February 28, 2017; (ii) 7,116
options issued under 2014 Plan vested as of February 28,
2017.
|
|
|
(9)
|
Represents 2,270,000 shares held by Dangdai International Group
Co., Limited. Wuhan Dangdai Technology & Industries Group Inc.
has voting and dispositive power over the shares of Dangdai
International Group Co., Limited in Hong Kong. Wuhan Dangdai
Technology & Industries Group Inc. is controlled by Hansheng
Zhou, Xiaodong Zhang, Luming Ai, Xuehai Wang, Lei Yu, Xiaoling Du
and Haichun Chen. Such individuals share voting and dispositive
power over the shares held by Dangdai International Group Co.,
Limited.
|
|
|
(10)
|
Based on information available as of June 30, 2016, 1,036,040
shares are held by Mission Right Limited. Mission Right Limited is
50% owned by Yusen Holdings Limited and 50% by Zeacome Investment
Limited. Chan Boon Ho Peter controls Yusen Holdings. Zeacome
Investment Limited is owned by Perfect Touch Technology Inc., which
is owned by CST Mining Group Limited. CST Mining Group Limited is a
public company listed on the Hong Kong Stock Exchange under the
ticker code “985.” Accordingly, Chan Boon Ho Peter and
CST Mining Group Limited beneficially own the shares held by
Mission Right Limited.
|
Exhibit Number
|
|
Description
|
2.1
|
|
Plan of
reorganization and exchange agreement (1)
|
2.2
|
|
Agreement
and Plan of Merger, dated November 13, 2012 (17)
|
2.3
|
|
Amendment
No. 1 to Agreement and Plan of Merger, dated January 15, 2013
(18)
|
2.4
|
|
Amendment
No. 2 to Agreement and Plan of Merger, dated January 31, 2013
(19)
|
2.5
|
|
Amendment
No. 3 to Agreement and Plan of Merger, dated February 5, 2013
(20)
|
3.1
|
|
Articles
of Incorporation of Cellular Biomedicine Group, Inc., filed
herewith.
|
3.2
|
|
Corporate
bylaws for Cellular Biomedicine Group, Inc., filed
herewith.
|
4.1
|
|
Form of
lock-up agreement (1)
|
4.2
|
|
2007
Stock Incentive Plan, dated June 14, 2007 (3)
|
4.3
|
|
2008
Employees and Consultants Stock Option Plan, dated August 20, 2008
(8)
|
4.4
|
|
2009
Stock Option Plan (10)
|
4.5
|
|
2011
Incentive Stock Option Plan (22)
|
4.6
|
|
Amended
and Restated 2011 Incentive Stock Option Plan (23)
|
4.7
|
|
2013
Stock Incentive Plan (28)
|
4.8
|
|
2014
Stock Incentive Plan (29)
|
10.1
|
|
Consulting
Employment Agreement between EastBridge Investment Group
Corporation and Keith Wong dated June 1, 2005 (1)
|
10.2
|
|
Consulting
Employment Agreement between EastBridge Investment Group
Corporation and Norm Klein dated June 1, 2005 (1)
|
10.3
|
|
Listing
Agreement signed with Amonics Limited, dated November 23, 2006
(English translation) (2)
|
10.4
|
|
Listing
Agreement signed with Tianjin Hui Hong Heavy Steel Construction
Co., Ltd, dated December 3, 2006 (English translation)
(2)
|
10.5
|
|
Listing
Agreement signed with NingGuo Shunchang Machinery Co., Ltd., dated
January 6, 2007 (English translation) (2)
|
10.6
|
|
Listing
Agreement with Hefe Ginko Real Estate Company, Ltd., dated July 24,
2007 (English translation) (4)
|
10.7
|
|
Share
Exchange Agreement with AREM Wine Pty, Ltd., dated September 21,
2007 (5)
|
10.8
|
|
Listing
and Consultant Agreement with AREM Wine Pty, Ltd., dated September
27, 2007 (6)
|
10.9
|
|
Listing
Agreement with Beijing Zhong Zhe Huang Holding Company, Ltd., dated
October 4, 2007 (English translation) (7)
|
10.10
|
|
Listing
Agreement with Qinhuangdao Huangwei Pharmaceutical Company Limited,
dated December 29, 2007 (English translation) (12)
|
10.11
|
|
US
Listing Agreement with Anhui Wenda Educational & Investment
Management Corporation, dated April 12, 2008 (English translation)
(12)
|
10.12
|
|
Stock
Purchase Agreement with Ji-Bo Pipes & Valves Company, dated
September 21, 2008 (9)
|
10.13
|
|
Stock
Purchase Agreement with Aoxing Corporation, dated September 21,
2008 (9)
|
10.14
|
|
US
Listing Agreement with Foshan Jinkuizi Technology Limited Company,
dated September 22, 2008 (English translation) (12)
|
10.15
|
|
Letter
Agreement with Alpha Green Energy Limited, dated February 18, 2009
(12)
|
10.16
|
|
Listing
Agreement with AREM Pacific Corporation, dated April 30, 2009
(12)
|
10.17
|
|
Change
in Terms Agreement between EastBridge Investment Group Corporation
and Goldwater Bank, N.A. dated May 6, 2009 (12)
|
10.18
|
|
Listing
Agreement with SuZhou KaiDa Road Pavement Construction Company
Limited, dated November 3, 2009 (English translation)
(12)
|
10.19
|
|
Listing
Agreement with Long Whole Enterprises, Ltd., dated November 28,
2009 (English translation) (12)
|
10.20
|
|
Listing
Agreement with Beijing Tsingda Century Education Investment and
Consultancy Limited, dated December 24, 2009 (English translation)
(12)
|
10.21
|
|
Listing
Agreement with StrayArrow International Limited, dated April 11,
2010 (English translation) (13)
|
10.22
|
|
Listing
Agreement with Hangzhou Dwarf Technology Ltd., dated September 26,
2010 (English translation) (14)
|
10.23
|
|
Bridge
Capital Raise Agreement with FIZZA, LLC, dated December 1, 2010
(confidential treatment requested for redacted portions)
(15)
|
10.24
|
|
Stock
Purchase Agreement with An Lingyan, dated December 14, 2012
(1)
|
10.25
|
|
Form of
Listing Agreement (16)
|
10.26
|
|
Tsingda
Stock Purchase Agreement dated as of December 17, 2012
(16)
|
10.27
|
|
Employment
Agreement with Wen Tao (Steve) Liu, dated February 6,
2013(30)
|
10.28
|
|
Employment
Agreement with Wei (William) Cao, dated February 6,
2013(30)
|
10.29
|
|
Employment
Agreement with Andrew Chan, February 6, 2013(30)
|
10.30
|
|
Form of
Director Agreement(31)
|
10.31
|
|
Amendment
to Employment Agreement with Wen Tao (Steve) Liu, dated August 20,
2013(30)
|
10.32
|
|
Amendment
to Employment Agreement with Wei (William) Cao, dated August 20,
2013(30)
|
10.33
|
|
Amendment
to Employment Agreement with Andrew Chan, dated August 20,
2013(30)
|
10.34
|
|
Advisory
Services Agreement, dated August 23, 2013, by and between Cellular
Biomedicine Group Inc. and HealthCrest AG(30)
|
10.35
|
|
Purchase
Agreement, dated September 10, 2013, by and between Cellular
Biomedicine Group (Shanghai) Ltd. and Fisher Scientific Worldwide
(Shanghai) Co., Ltd. (30)
|
10.36
|
|
Technical
Service Contract, dated September 22, 2013, by and between Cellular
Biomedicine Group (Shanghai) Ltd. and National Engineering Research
Center of Tissue Engineering. (30)
|
10.37
|
|
Clinical
Trial Agreement, dated November 6, 2013, by and between Cellular
Biomedicine Group (Shanghai) Ltd. and Renji
Hospital(30)
|
10.38
|
|
Clinical
Trial Agreement, dated December 20, 2013, by and between Cellular
Biomedicine Group (Shanghai) Ltd. and China Armed Police General
Hospital(30)
|
10.39
|
|
Consulting Agreement with Wei (William) Cao, dated February 7,
2016*
|
10.40
|
|
Form of
Subscription Agreement (24)
|
10.41
|
|
Employment
Agreement with Bizuo (Tony) Liu, dated January 3, 2014
(25)
|
10.
42
|
|
Framework
Agreement by and among the Company, Agreen Biotech Co. Ltd. and its
Shareholders, dated August 02, 2014 (26)
|
10.43
|
|
Technology
Transfer Agreement by and between the Company and the General
Hospital of the Chinese People’s Liberation Army, dated
February 4, 2015*
|
10.44
|
|
Asset
Purchase Agreement, dated June 8, 2015, by and among the Company,
Blackbird BioFinance, LLC, Scott Antonia and Sam Shrivastava
(27)
|
10.45
|
|
Patent
Transfer Agreement, dated November 16, 2015, by and between
CBMG Shanghai and China Pharmaceutical University (32)
|
10.46
|
|
Clinical
Trial Agreement, dated December 15, 2015, by and between CBMG
Shanghai and Renji Hospital (32)
|
10.47
|
|
Share
Purchase Agreement, dated February 4, 2016, by and between the
Company and Dangdai International Group Co., Limited
(35)
|
10.48
|
|
Lease
Agreement, dated January 1, 2017, by and between CBMG Shanghai and
Shanghai Chuangtong Industrial Development Co., Ltd. *
|
10.49
|
|
Consulting
agreement with Wen Tao (Steve) Liu, dated February 7, 2016
(33)
|
10.50
|
|
Clinical
Trial Agreement, dated February 16, 2016, by and between CBMG
Shanghai and Shanghai Tongji Hospital (33)
|
10.51
|
|
Agreement
on Termination of Cooperation with Jilin Luhong Real Estate
Development Co., Ltd. (34)
|
10.52
|
|
Lease
agreement of office building located at Room E2301 and 1125, Zone
A, 2/F, Wuxi (Huishan) Life Science & Technology Industrial
Park, 1619 Huishan Avenue, Wuxi, the P.R.C. (34)
|
10.53
|
|
Lease
agreement of office building located at Zone B, 2/F, Building No.7,
Block C, Wuxi (Huishan) Life Science & Technology Industrial
Park, 1699 Huishan Avenue, Wuxi, the P.R.C.(34)
|
10.54
|
|
Agreement,
dated as of April 11, 2016, by and between the Company and Bizuo
(Tony) Liu (36)
|
10.55
|
|
Letter
Agreement, dated November 11, 2016, by and between the Company and
Gang Ji (37)
|
10.56
|
|
Employment
Agreement, dated March 3, 2017, by and between the Company and
Bizuo (Tony) Liu *
|
10.57
|
|
Employment
Agreement, dated March 3, 2017, by and between the Company and
Andrew Chan*
|
10.58
|
|
Employment
Agreement, dated March 3, 2017, by and between the Company and
Yihong Yao*
|
10.59
|
|
Lease
Agreement, dated November 16, 2016, by and between CBMG Shanghai
and Shanghai Guilin Industrial Co., Ltd.*
|
10.60
|
|
Lease
Agreement, dated November 16, 2016, by and between CBMG Shanghai
and Shanghai Guilin Industrial Co., Ltd.*
|
14.1
|
|
Code of
Ethics for EastBridge Investment Group Corporation (1)
|
21
|
|
Subsidiaries
of the Company (34)
|
23.1
|
|
Consent
of BDO USA LLP*
|
23.2
|
|
Consent
of BDO China Shu Lun Pan Certified Public Accountants LLP
*
|
31
|
|
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief
Executive Officer and Chief Financial Officer*
|
32
|
|
Certifications
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
furnished herewith.
|
101.INS*
|
|
XBRL
Instance Document
|
101.SCH*
|
|
XBRL
Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL
Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
1.
|
Incorporated
by reference filed with the Registration Statement on Form 10-SB
filed with the Securities and Exchange Commission on October 30,
2006 (File No. 000-52282)
|
2.
|
Incorporated
by reference filed with the Registration Statement on Form 10-SB/A
filed with the Securities and Exchange Commission on February 27,
2007 (File No. 000-52282)
|
3.
|
Incorporated
by reference filed with the Registration Statement on Form S-8
filed with the Securities and Exchange Commission on June 19, 2007
(File No. 333-143878)
|
4.
|
Incorporated
by reference filed with the Form 8-K filed with the Securities and
Exchange Commission on July 20, 2007 (File No.
000-52282)
|
5.
|
Incorporated
by reference filed with the Form 8-K filed with the Securities and
Exchange Commission on September 25, 2007 (File No.
000-52282)
|
6.
|
Incorporated
by reference filed with the Form 8-K filed with the Securities and
Exchange Commission on October 1, 2007 (File No.
000-52282)
|
7.
|
Incorporated
by reference filed with the Form 8-K filed with the Securities and
Exchange Commission on October 9, 2007 (File No.
000-52282)
|
8.
|
Incorporated
by reference filed with the Registration Statement on Form S-8
filed with the Securities and Exchange Commission on August 22,
2008 (File No. 333-153129)
|
9.
|
Incorporated
by reference filed with the Form 8-K filed with the Securities and
Exchange Commission on October 22, 2008 (File No.
000-52282)
|
10.
|
Incorporated
by reference filed with the Registration Statement on Form S-8
filed with the Securities and Exchange Commission on April 15, 2009
(File No. 333-158583)
|
11.
|
Incorporated
by reference filed with the Form 8-K/A filed with the Securities
and Exchange Commission on December 12, 2013 (File No.
000-52282)
|
12.
|
Incorporated
by reference filed with the Form 10-K filed with the Securities and
Exchange Commission on April 15, 2010 (File No.
000-52282)
|
13.
|
Incorporated
by reference filed with the Form 8-K filed with the Securities and
Exchange Commission on July 14, 2010 (File No.
000-52282)
|
14.
|
Incorporated
by reference filed with the Form 8-K filed with the Securities and
Exchange Commission on November 12, 2010 (File No.
000-52282
|
15.
|
Incorporated
by reference filed with the Form 8-K filed with the Securities and
Exchange Commission on December 7, 2010 (File No.
000-52282)
|
16.
|
Incorporated
by reference filed with the Form 10-K filed with the Securities and
Exchange Commission on June 18, 2013 (File No.
000-52282)
|
17.
|
Incorporated
by reference filed with the Form 8-K filed with the Securities and
Exchange Commission on November 20, 2012 (File No.
000-52282)
|
18.
|
Incorporated
by reference filed with the Form 8-K filed with the Securities and
Exchange Commission on January 22, 2013 (File No.
000-52282)
|
19.
|
Incorporated
by reference filed with the Form 8-K filed with the Securities and
Exchange Commission on February 4, 2013 (File No.
000-52282)
|
20.
|
Incorporated
by reference filed with the Form 8-K filed with the Securities and
Exchange Commission on February 12, 2013 (File No.
000-52282)
|
21.
|
Incorporated
by reference filed with the Form 8-K filed with the Securities and
Exchange Commission on January 3, 2012 (File No.
000-52282)
|
22.
|
Incorporated
by reference filed with the Registration Statement on Form S-8
filed with the Securities and Exchange Commission on March 7, 2012
(File No. 333-179974)
|
23.
|
Incorporated
by reference filed with the Form 10-K filed with the
Securities and Exchange Commission on April 4, 2013 (File
No. 000-52282)
|
24.
|
Incorporated
by reference filed with the Form 8-K filed with the Securities and
Exchange Commission on December 16, 2013 (File No.
000-52282)
|
25.
|
Incorporated
by reference filed with the Form 8-K filed with the Securities and
Exchange Commission on January 3, 2014 (File No.
000-52282)
|
26.
|
Incorporated
by reference filed with the Form 8-K filed with the Securities and
Exchange Commission on October 2, 2014 (File No.
001-36498)
|
27.
|
Incorporated
by reference filed with the Form 8-K filed with the Securities and
Exchange Commission on July 2, 2015 (File No.
001-36498)
|
28.
|
Incorporated
by reference filed with Schedule 14A filed with the Securities and
Exchange Commission on November 21, 2013 (File No.
000-52282)
|
29.
|
Incorporated
by reference filed with Schedule 14A filed with the Securities and
Exchange Commission on September 23, 2014 (File No.
001-36498)
|
30
|
Incorporated
by reference filed with the Form 10-K filed with the Securities and
Exchange Commission on April 15, 2014 (File No.
000-52282).
|
31
|
Incorporated
by reference filed with the Form 10-K filed with the Securities and
Exchange Commission on March 31, 2015 (File No.
001-36498).
|
32
|
Incorporated
by reference filed with the Form 10-K filed with the Securities and
Exchange Commission on March 14, 2016 (File No.
001-36498).
|
33
|
Incorporated
by reference filed with the Form 10-Q filed with the Securities and
Exchange Commission on May 9, 2016 (File No.
001-36498).
|
34
|
Incorporated
by reference filed with the Form 10-Q filed with the Securities and
Exchange Commission on August 8, 2016 (File No.
001-36498).
|
35
|
Incorporated
by reference filed with the Form 8-K filed with the Securities and
Exchange Commission on February 4, 2016 (File No. 000-
36498).
|
36
|
Incorporated
by reference filed with the Form 8-K filed with the Securities and
Exchange Commission on April 15, 2016 (File No. 000-
36498).
|
37
|
Incorporated
by reference filed with the Form 8-K filed with the Securities and
Exchange Commission on November 15, 2016 (File No. 000-
36498).
|
Registrant
|
Cellular Biomedicine Group, Inc.
|
||
|
|
|
|
Date:
March 13, 2017
|
By:
|
/s/
Bizou (Tony) Liu
|
|
|
|
Bizuo
(Tony) Liu
|
|
|
|
Chief
Executive Officer and Chief Financial Officer
(principal
executive officer and financial and accounting
officer)
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Terry A. Belmont
|
|
Chairman
of the Board of Directors
|
|
March
13, 2017
|
Terry
A. Belmont
|
|
|
|
|
|
|
|
|
|
/s/
Bizuo (Tony) Liu
|
|
Chief
Executive Officer and Chief Financial Officer
|
|
March
13, 2017
|
Bizuo
(Tony) Liu
|
|
(principal
executive officer and financial and accounting
officer)
|
|
|
|
|
|
|
|
/s/ Wen
Tao (Steve) Liu
|
|
Director
|
|
March
13, 2017
|
Wen Tao
(Steve) Liu
|
|
|
|
|
|
|
|
|
|
/s/
Hansheng Zhou
|
|
Director
|
|
March
13, 2017
|
Hansheng
Zhou
|
|
|
|
|
|
|
|
|
|
/s/
Nadir Patel
|
|
Director
|
|
March
13, 2017
|
Nadir
Patel
|
|
|
|
|
|
|
|
|
|
/s/
Chun Kwok Alan Au
|
|
Director
|
|
March
13, 2017
|
Chun
Kwok Alan Au
|
|
|
|
|
|
|
|
|
|
/s/
Gang Ji
|
|
Director
|
|
March
13, 2017
|
Gang
Ji
|
|
|
|
|
|
|
Page
|
|
|
REPORTS OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
|
|
|
F-2
|
|
|
|
|
|
|
CONSOLIDATED
FINANCIAL STATEMENTS:
|
|
|
|
|
|
|
|
|
|
Consolidated
Balance Sheets at December 31, 2016 and 2015
|
|
|
F-3
|
|
|
|
|
|
|
Consolidated
Statements of Operations and Comprehensive Loss for the years ended
December 31, 2016, 2015 and 2014
|
|
|
F-4
|
|
|
|
|
|
|
Consolidated
Statements of Stockholders' Equity for the years ended December 31,
2016, 2015 and 2014
|
|
|
F-5
|
|
|
|
|
|
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2016,
2015 and 2014
|
|
|
F-6
|
|
|
|
|
|
|
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
F-7
|
|
|
December 31,
|
December 31,
|
|
2016
|
2015
|
|
|
|
Assets
|
|
|
Cash
and cash equivalents
|
$
39,252,432
|
$
14,884,597
|
Accounts
receivable, less allowance for doubtful amounts of
$10,163
|
|
|
and
$nil as of December 31, 2016 and December 31, 2015,
respectively
|
39,974
|
630,332
|
Other
receivables
|
412,727
|
271,344
|
Inventory
|
-
|
390,886
|
Prepaid
expenses
|
986,951
|
367,050
|
Taxes
recoverable
|
-
|
150,082
|
Total
current assets
|
40,692,084
|
16,694,291
|
|
|
|
Investments
|
509,424
|
5,379,407
|
Property,
plant and equipment, net
|
4,117,739
|
2,768,900
|
Goodwill
|
7,678,789
|
7,678,789
|
Intangibles,
net
|
14,092,581
|
15,949,100
|
Long-term
prepaid expenses and other assets
|
1,537,850
|
989,935
|
Total
assets (1)
|
$
68,628,467
|
$
49,460,422
|
|
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
Liabilities:
|
|
|
Accounts
payable
|
$
216,154
|
$
260,886
|
Accrued
expenses
|
1,168,787
|
845,087
|
Taxes
payable
|
28,875
|
-
|
Other
current liabilities
|
950,220
|
1,913,284
|
Total
current liabilities
|
2,364,036
|
3,019,257
|
|
|
|
Other
non-current liabilities
|
370,477
|
76,229
|
Total
liabilities (1)
|
2,734,513
|
3,095,486
|
|
|
|
Commitments
and Contingencies (note 16)
|
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
|
|
Preferred
stock, par value $.001, 50,000,000 shares
|
|
|
authorized;
none issued and outstanding as of
|
|
|
December
31, 2016 and 2015, respectively
|
-
|
-
|
|
|
|
Common
stock, par value $.001, 300,000,000 shares authorized;
|
|
|
14,281,378
and 11,711,645 issued and outstanding
|
|
|
as
of December 31, 2016 and 2015, respectively
|
14,281
|
11,711
|
Additional
paid in capital
|
152,543,052
|
103,807,651
|
Accumulated
deficit
|
(85,546,687
)
|
(57,338,311
)
|
Accumulated
other comprehensive income (loss)
|
(1,116,692
)
|
(116,115
)
|
Total
stockholders' equity
|
65,893,954
|
46,364,936
|
|
|
|
Total
liabilities and stockholders' equity
|
$
68,628,467
|
$
49,460,422
|
(1)
|
The
Company’s consolidated assets as of December 31, 2016 and
2015 included $9,626,171 and $6,115,073, respectively, of assets of
variable interest entities, or VIEs, that can only be used to
settle obligations of the VIEs. Each of the following amounts
represent the balances as of December 31, 2016 and 2015,
respectively. These assets include cash and cash equivalents of
$4,021,992 and $1,821,883; accounts receivable of $ nil and
$337,345; other receivables of $370,702 and $136,621; inventory of
$ nil and $180,973; prepaid expenses of $777,445 and $250,123;
property, plant and equipment, net, of $2,398,576 and $1,145,924;
intangibles of $1,613,582 and $1,892,551; and long-term prepaid
expenses and other assets of $443,874 and $349,653. The
Company’s consolidated liabilities as of December 31, 2016
and 2015 included $1,372,391 and $1,478,160, respectively, of
liabilities of the VIEs whose creditors have no recourse to the
Company. These liabilities include accounts payable of $161,825 and
$38,004; other payables of $407,769 and $914,817; payroll accrual
of $792,706 and $464,510; and other non-current liabilities of
$10,091 and $60,829. See further description in Note 6, Variable
Interest Entities.
|
|
For the Year Ended
December 31,
|
||
|
2016
|
2015
|
2014
|
|
|
|
|
Net
sales and revenue
|
$
627,930
|
$
2,505,423
|
$
564,377
|
|
|
|
|
Operating
expenses:
|
|
|
|
Cost
of sales
|
860,417
|
1,880,331
|
242,215
|
General
and administrative
|
11,670,506
|
13,068,255
|
7,875,413
|
Selling
and marketing
|
425,040
|
709,151
|
314,894
|
Research
and development
|
11,475,587
|
7,573,228
|
3,146,499
|
Impairment
of investments
|
4,611,714
|
123,428
|
1,427,840
|
Total
operating expenses
|
29,043,264
|
23,354,393
|
13,006,861
|
Operating
loss
|
(28,415,334
)
|
(20,848,970
)
|
(12,442,484
)
|
|
|
|
|
Other
income:
|
|
|
|
Interest
income
|
78,943
|
42,220
|
15,043
|
Other
income
|
132,108
|
630,428
|
71,982
|
Total
other income
|
211,051
|
672,648
|
87,025
|
Loss
from continuing operations before taxes
|
(28,204,283
)
|
(20,176,322
)
|
(12,355,459
)
|
|
|
|
|
Income
taxes (expenses) credit
|
(4,093
)
|
728,601
|
-
|
|
|
|
|
Loss
from continuing operations
|
(28,208,376
)
|
(19,447,721
)
|
(12,355,459
)
|
|
|
|
|
Loss
on discontinued operations, net of taxes
|
-
|
-
|
(3,119,152
)
|
|
|
|
|
Net
loss
|
$
(28,208,376
)
|
$
(19,447,721
)
|
$
(15,474,611
)
|
Other
comprehensive income (loss):
|
|
|
|
Cumulative
translation adjustment
|
(743,271
)
|
(307,950
)
|
15,254
|
Unrealized
gain (loss) on investments, net of tax
|
5,300,633
|
(1,376,540
)
|
1,611,045
|
Reclassification
adjustments, net of tax, in connection with other-than-temporary
impairment of investments
|
(5,557,939
)
|
-
|
-
|
Total
other comprehensive income (loss):
|
(1,000,577
)
|
(1,684,490
)
|
1,626,299
|
|
|
|
|
Comprehensive
loss
|
$
(29,208,953
)
|
$
(21,132,211
)
|
$
(13,848,312
)
|
|
|
|
|
Loss
per share for continuing operations:
|
|
|
|
Basic
|
$
(2.09
)
|
$
(1.70
)
|
$
(1.43
)
|
Diluted
|
$
(2.09
)
|
$
(1.70
)
|
$
(1.43
)
|
|
|
|
|
Loss
per share for discontinued operations:
|
|
|
|
Basic
|
$
-
|
$
-
|
$
(0.36
)
|
Diluted
|
$
-
|
$
-
|
$
(0.36
)
|
|
|
|
|
Net
loss per share :
|
|
|
|
Basic
|
$
(2.09
)
|
$
(1.70
)
|
$
(1.79
)
|
Diluted
|
$
(2.09
)
|
$
(1.70
)
|
$
(1.79
)
|
|
|
|
|
Weighted
average common shares outstanding:
|
|
|
|
Basic
|
13,507,408
|
11,472,306
|
8,627,094
|
Diluted
|
13,507,408
|
11,472,306
|
8,627,094
|
|
|
|
|
|
|
|
Accumulated
|
|
|
Common
Stock
|
Preferred
Stock
|
Additional Paid
in
|
Accumulated
|
Other
Comprehensive
|
|
||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Income
(Loss)
|
Total
|
|
|
|
|
|
|
|
|
|
Balance at
December 31, 2013
|
7,382,797
|
$
7,383
|
-
|
$
-
|
$
37,861,593
|
$
(22,415,979
)
|
$
(57,924
)
|
$
15,395,073
|
|
|
|
|
|
|
|
|
|
Common stock
issued with Private Placement Memorandum
(“PPM”)
|
1,686,566
|
1,686
|
-
|
-
|
11,120,270
|
-
|
-
|
11,121,956
|
Common stock
issued for services
|
43,760
|
44
|
-
|
-
|
578,937
|
-
|
-
|
578,981
|
Stock based
compensation
|
13,413
|
13
|
-
|
-
|
207,188
|
-
|
-
|
207,201
|
Restricted
stock grants
|
13,862
|
14
|
-
|
-
|
106,378
|
-
|
-
|
106,392
|
Accrual of
stock options
|
-
|
-
|
-
|
-
|
1,636,311
|
-
|
-
|
1,636,311
|
Exercise of
stock options
|
3,650
|
4
|
-
|
-
|
19,383
|
-
|
-
|
19,387
|
Exercise of
warrant issued in PPM
|
1,017,765
|
1,018
|
-
|
-
|
7,998,978
|
-
|
-
|
7,999,996
|
Common stock
issued for acquisition
|
828,522
|
828
|
-
|
-
|
15,938,278
|
-
|
-
|
15,939,106
|
Unrealized
loss on investments, net of tax
|
-
|
-
|
-
|
-
|
-
|
-
|
1,611,045
|
1,611,045
|
Foreign
currency translation
|
-
|
-
|
-
|
-
|
-
|
-
|
15,254
|
15,254
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(15,474,611
)
|
-
|
(15,474,611
)
|
|
|
|
|
|
|
|
|
|
Balance at
December 31, 2014
|
10,990,335
|
10,990
|
-
|
-
|
75,467,316
|
(37,890,590
)
|
1,568,375
|
39,156,091
|
|
|
|
|
|
|
|
|
.
|
Common stock
issued with PPM
|
515,786
|
516
|
-
|
-
|
18,584,338
|
-
|
-
|
18,584,854
|
Common stock
issued foracquisition of intangible assets
|
46,867
|
47
|
-
|
-
|
1,481,415
|
|
|
1,481,462
|
Restricted
stock grants
|
6,253
|
6
|
-
|
-
|
410,314
|
-
|
-
|
410,320
|
Accrual of
stock options
|
-
|
-
|
-
|
-
|
7,182,117
|
-
|
-
|
7,182,117
|
Exercise of
stock options
|
152,404
|
152
|
-
|
-
|
682,151
|
-
|
-
|
682,303
|
Unrealized
loss on investments, net of tax
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,376,540
)
|
(1,376,540
)
|
Foreign
currency translation
|
-
|
-
|
-
|
-
|
-
|
-
|
(307,950
)
|
(307,950
)
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(19,447,721
)
|
-
|
(19,447,721
)
|
|
|
|
|
|
|
|
|
|
Balance at
December 31, 2015
|
11,711,645
|
11,711
|
-
|
-
|
103,807,651
|
(57,338,311
)
|
(116,115
)
|
46,364,936
|
|
|
|
|
|
|
|
|
|
Common stock
issued with PPM and other financing
|
2,348,888
|
2,349
|
-
|
-
|
42,397,525
|
-
|
-
|
42,399,874
|
Restricted
stock grants
|
24,660
|
25
|
-
|
-
|
709,472
|
-
|
-
|
709,497
|
Accrual of
stock options
|
-
|
-
|
-
|
-
|
4,742,920
|
-
|
-
|
4,742,920
|
Exercise of
stock options
|
196,185
|
196
|
-
|
-
|
885,484
|
-
|
-
|
885,680
|
Unrealized
loss on investments, net of tax
|
-
|
-
|
-
|
-
|
-
|
-
|
5,300,633
|
5,300,633
|
Reclassification
adjustments, net of tax, in connection with other-than-temporary
impairment of investments
|
-
|
-
|
-
|
-
|
-
|
-
|
(5,557,939
)
|
(5,557,939
)
|
Foreign
currency translation
|
-
|
-
|
-
|
-
|
-
|
-
|
(743,271
)
|
(743,271
)
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(28,208,376
)
|
-
|
(28,208,376
)
|
|
|
|
|
|
|
|
|
|
Balance at
December 31, 2016
|
14,281,378
|
$
14,281
|
-
|
$
-
|
$
152,543,052
|
$
(85,546,687
)
|
$
(1,116,692
)
|
$
65,893,954
|
|
For the Year Ended
|
||
|
December 31,
|
||
|
2016
|
2015
|
2014
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
Net
loss
|
$
(28,208,376
)
|
$
(19,447,721
)
|
$
(15,474,611
)
|
Adjustments
to reconcile net loss to net cash
|
|
|
|
used
in operating activities:
|
|
|
|
Depreciation
and amortization
|
2,635,001
|
2,094,644
|
1,190,505
|
Loss
on disposal of assets
|
2,156
|
1,444
|
257,672
|
Stock
based compensation expense
|
5,452,417
|
7,592,438
|
2,528,885
|
Other
than temporary impairment on investments
|
4,611,714
|
123,428
|
1,427,840
|
Realized
losses from sale of investments
|
-
|
5,178
|
5,913
|
Value
of stock received for services
|
-
|
-
|
(1,610,000
)
|
Impairment
of goodwill
|
-
|
-
|
3,299,566
|
(Reversal)
of inventory provision
|
(115,391
)
|
123,848
|
-
|
Allowance
for doubtful account
|
10,163
|
-
|
-
|
Decrease
in fair value of accrued expenses for the acquisition of intangible
assets
|
-
|
(345,882
)
|
-
|
Changes
in operating assets and liabilities:
|
|
|
|
Accounts
receivable
|
537,155
|
(497,937
)
|
20,645
|
Other
receivables
|
(156,672
)
|
(143,711
)
|
(25,638
)
|
Inventory
|
514,734
|
(142,486
)
|
(78,310
)
|
Prepaid
expenses
|
(669,598
)
|
181,679
|
(494,057
)
|
Taxes
recoverable
|
150,082
|
(150,082
)
|
-
|
Other
current assets
|
-
|
110,347
|
24,314
|
Investments
|
-
|
-
|
7,150
|
Long-term
prepaid expenses and other assets
|
(643,673
)
|
(384,432
)
|
(504,678
)
|
Accounts
payable
|
(28,205
)
|
(166,032
)
|
165,517
|
Accrued
expenses
|
356,420
|
396,557
|
409,109
|
Advance
payable to related party
|
-
|
(30,216
)
|
-
|
Other
current liabilities
|
(640,573
)
|
113,919
|
(694,131
)
|
Taxes
payable
|
28,875
|
(814,288
)
|
(176,583
)
|
Other
non-current liabilities
|
296,036
|
(371,793
)
|
-
|
Net
cash used in operating activities
|
(15,867,735
)
|
(11,751,098
)
|
(9,720,892
)
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
Acquisition
of business, net of cash acquired
|
-
|
(1,568,627
)
|
(1,485,548
)
|
Proceed
from sale of investments, net of issuance cost paid
|
-
|
1,480
|
-
|
Purchases
of intangible assets
|
(56,519
)
|
(4,260,420
)
|
(8,989
)
|
Purchases
of property, plant and equipment
|
(2,676,888
)
|
(1,874,538
)
|
(311,625
)
|
Net
cash used in investing activities
|
(2,733,407
)
|
(7,702,105
)
|
(1,806,162
)
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
Net
proceeds from the issuance of common stock
|
42,399,874
|
18,964,849
|
19,121,956
|
Proceeds
from exercise of stock options
|
885,680
|
682,303
|
19,383
|
Repayment
of advance from affiliate
|
-
|
-
|
(31,745
)
|
Net
cash provided by financing activities
|
43,285,554
|
19,647,152
|
19,109,594
|
|
|
|
|
EFFECT
OF EXCHANGE RATE CHANGES ON CASH
|
(316,577
)
|
(79,936
)
|
12,829
|
|
|
|
|
INCREASE
IN CASH AND CASH EQUIVALENTS
|
24,367,835
|
114,013
|
7,595,369
|
CASH
AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
14,884,597
|
14,770,584
|
7,175,215
|
CASH
AND CASH EQUIVALENTS, END OF PERIOD
|
$
39,252,432
|
$
14,884,597
|
$
14,770,584
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
Cash
paid for income taxes
|
$
6,705
|
$
108,075
|
$
460,924
|
|
|
|
|
Non-cash
investing activities
|
|
|
|
Acquisition
of intangible assets through issuance of the Company's
stock
|
$
-
|
$
1,481,462
|
$
1,442,850
|
Acquisition
of business through issuance of the Company's stock
|
$
-
|
$
-
|
$
14,496,256
|
●
|
Fair
Value of Our Common Stock — Our common stock is valued by
reference to the publicly-traded price of our common
stock.
|
●
|
Expected
Volatility — Prior to the Eastbridge merger, we did not have
a history of market prices for our common stock and since the
merger, we do not have what we consider a sufficiently active and
readily traded market for our common stock to use historical market
prices for our common stock to estimate volatility. Accordingly, we
estimate the expected stock price volatility for our common stock
by taking the median historical stock price volatility for industry
peers based on daily price observations over a period equivalent to
the expected term of the stock option grants. Industry peers
consist of other public companies in the stem cell industry similar
in size, stage of life cycle and financial leverage. We intend to
continue to consistently apply this process using the same or
similar public companies until a sufficient amount of historical
information regarding the volatility of our own common stock share
price becomes available.
|
●
|
Risk-Free
Interest Rate — The risk-free interest rate assumption is
based on observed interest rates appropriate for the expected terms
of our awards. The risk-free interest rate assumption is based on
the yields of U.S. Treasury securities with maturities similar to
the expected term of the options for each option
group.
|
●
|
Expected
Term — The expected term represents the period that our
stock-based awards are expected to be outstanding. The expected
terms of the awards are based on a simplified method which defines
the life as the average of the contractual term of the options and
the weighted-average vesting period for all open
tranches.
|
●
|
Expected
Dividend Yield — We have never declared or paid any cash
dividends and do not presently plan to pay cash dividends in the
foreseeable future. Consequently, we used an expected dividend
yield of zero.
|
Cash
|
$
145,611
|
Accounts
receivable
|
151,093
|
Other
receivable
|
31,798
|
Inventory
|
174,820
|
Prepaid
expenses
|
14,331
|
Property,
plant and equipment, net
|
561,113
|
Intangible
assets
|
9,942,000
|
Goodwill
|
7,678,786
|
Long-term
prepaid expenses
|
83,054
|
Total
assets acquired
|
18,782,606
|
|
|
Accounts
payables
|
(47,509
)
|
Accrued
expenses
|
(42,013
)
|
Other
current liabilities
|
(523,077
)
|
Other
non current liabilities
|
(422,592
)
|
Total
liabilities assumed
|
(1,035,191
)
|
|
|
Net
assets acquired
|
$
17,747,415
|
|
Year Ended December 31, 2014
|
||
|
CBMG
|
Agreen
|
Pro forma
|
|
As stated
|
Pro forma Adjustment
|
Consolidated
|
Net
sales and revenue
|
$
564,377
|
$
1,198,414
|
$
1,762,791
|
Net
loss
|
(15,474,611
)
|
(48,109
)
|
(15,522,720
)
|
|
|
|
|
Weighted
average common shares outstanding:
|
|
|
|
Basic
|
8,627,094
|
555,335
|
9,182,429
|
Diluted
|
8,627,094
|
555,335
|
9,182,429
|
Earnings
(loss) per share net loss:
|
|
|
|
Basic
|
$
(1.79
)
|
$
(0.09
)
|
$
(1.69
)
|
Diluted
|
$
(1.79
)
|
$
(0.09
)
|
$
(1.69
)
|
|
Year Ended
December 31,
2014
|
Amounts
reclassified:
|
|
Consulting
revenue
|
$
1,612,746
|
Consulting
operating expenses
|
(1,352,189
)
|
Selling
and marketing
|
(27,673
)
|
Impairment
expense
|
(3,299,566
)
|
Other
income (expense)
|
(1,725
)
|
Income
tax provision
|
(50,745
)
|
Total
amount reclassified as discontinued operations
|
$
(3,119,152
)
|
|
December
31,
2016
|
December
31,
2015
|
Raw
Materials
|
-
|
$
357,896
|
Work in
progress
|
-
|
-
|
Semi-finished
goods
|
-
|
15,346
|
Finished goods
|
-
|
17,644
|
|
-
|
$
390,886
|
|
2016
|
2015
|
2014
|
Balance
at the beginning of year
|
$
123,848
|
$
-
|
$
-
|
Addition
|
110,145
|
123,848
|
-
|
Reversal
|
(225,536
)
|
-
|
-
|
Exchange
difference
|
(8,457
)
|
-
|
-
|
Balance
at the end of the year
|
$
-
|
$
123,848
|
$
-
|
|
December 31,
2016
|
December 31,
2015
|
|
|
|
Office
equipment
|
$
80,485
|
$
24,526
|
Manufacturing
equipment
|
3,347,458
|
2,680,805
|
Computer
equipment
|
162,769
|
150,698
|
Leasehold
improvements
|
1,912,573
|
1,417,997
|
Construction
in progress
|
1,172,433
|
680,740
|
|
|
|
|
6,675,718
|
4,954,766
|
Less:
accumulated depreciation
|
(2,557,979
)
|
(2,185,866
)
|
|
$
4,117,739
|
$
2,768,900
|
|
|
|
December 31, 2016
|
Adjusted Cost
|
Gross Unrealized Gains |
Gross Unrealized Losses more than 12 months
|
Gross Unrealized Losses less than 12 months
|
Market
or Fair Value
|
Equity
position in Alpha Lujo, Inc.
|
$
251,388
|
$
-
|
$
-
|
$
(221,964
)
|
$
29,424
|
Equity
position in Arem Pacific Corporation
|
480,000
|
-
|
-
|
-
|
480,000
|
Total
|
$
731,388
|
$
-
|
$
-
|
$
(221,964
)
|
$
509,424
|
December 31,
2015
|
Adjusted
Cost
|
Gross Unrealized
Gains
|
Gross Unrealized
Losses more than 12 months
|
Gross Unrealized
Losses less than 12 months
|
Market or Fair
Value
|
Equity position in
Alpha Lujo, Inc.
|
$
251,388
|
$
-
|
-
|
$
(133,694
)
|
$
117,694
|
Equity position in
Arem Pacific Corporation
|
$
5,030,000
|
$
170,000
|
-
|
-
|
$
5,200,000
|
Equity position in
Wonder International Education & Investment Group
Corporation
|
$
61,713
|
$
-
|
-
|
-
|
$
61,713
|
Total
|
$
5,343,101
|
$
170,000
|
$
-
|
$
(133,694
)
|
$
5,379,407
|
|
As of December 31, 2016
|
|||
|
Fair Value Measurements at Reporting Date Using:
|
|||
|
|
Quoted Prices in
|
Significant Other
|
Significant
|
|
|
Active Markets for
|
Observable
|
Unobservable
|
|
|
Identical Assets
|
Inputs
|
Inputs
|
|
Total
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
Assets:
|
|
|
|
|
Equity
position in Alpha Lujo, Inc.
|
$
29,424
|
$
-
|
$
29,424
|
$
-
|
Equity
position in Arem Pacific Corporation
|
480,000
|
-
|
480,000
|
-
|
|
$
509,424
|
$
-
|
$
509,424
|
$
-
|
Patents & knowhow & license
|
|
|
|
December 31,
2016
|
December 31,
2015
|
Cost
basis
|
$
17,560,496
|
$
17,686,700
|
Less:
accumulated amortization
|
(3,539,617
)
|
(1,790,045
)
|
|
$
14,020,879
|
$
15,896,655
|
Software
|
|
|
|
December 31,
2016
|
December 31,
2015
|
Cost
basis
|
$
125,964
|
$
90,951
|
Less:
accumulated amortization
|
(54,262
)
|
(38,506
)
|
|
$
71,702
|
$
52,445
|
|
|
|
|
|
|
Total intangibles,
net
|
$
14,092,581
|
$
15,949,100
|
Years
ending December 31,
|
Amount
|
2017
|
$
1,779,961
|
2018
|
1,771,556
|
2019
|
1,770,911
|
2020
|
1,767,337
|
2021
and thereafter
|
7,002,816
|
|
$
14,092,581
|
Years
ending December 31,
|
Amount
|
2017
|
$
965,885
|
2018
|
718,856
|
2019
|
459,255
|
2020
|
252,126
|
2021
and thereafter
|
546,634
|
|
|
|
$
2,942,756
|
|
December 31,
2016
|
|
|
Contracts
for acquisition of plant and equipment being or to be
executed
|
$
1,451,278
|
|
Number of
Options
|
Weighted-
Average Exercise Price
|
Weighted-
Average Remaining Contractual Term (in years)
|
Aggregate
Intrinsic Value
|
|
|
|
|
|
Outstanding at
December 31, 2014
|
1,425,173
|
$
7.37
|
8.9
|
$
11,065,770
|
Grants
|
721,779
|
20.89
|
|
|
Forfeitures
|
(41,900
)
|
15.58
|
|
|
Exercises
|
(152,404
)
|
4.48
|
|
|
|
|
|
|
|
Outstanding at
December 31, 2015
|
1,952,648
|
$
12.42
|
7.8
|
$
17,701,962
|
Grants
|
309,382
|
18.65
|
|
|
Forfeitures
|
(458,030
)
|
19.45
|
|
|
Exercises
|
(196,185
)
|
4.51
|
|
|
Outstanding at
December 31, 2016
|
1,607,815
|
$
12.59
|
7.3
|
$
6,355,072
|
|
|
|
|
|
Vested and
exercisable at December 31, 2016
|
994,152
|
$
5.53
|
6.7
|
$
5,899,528
|
Exercise
|
Number of Options
|
|
Price
|
Outstanding
|
Exercisable
|
|
|
|
$
3.00
- $4.95
|
185,547
|
185,547
|
$
5.00
- $9.19
|
566,704
|
509,262
|
$
12.91
+
|
855,564
|
299,343
|
|
1,607,815
|
994,152
|
|
For the Year
Ended
|
For the Year
Ended
|
For the Year
Ended
|
|
December
31,
2016
|
December
31,
2015
|
December
31,
2014
|
Effective
Tax Rate Reconciliation
|
|
|
|
Income
tax provision at statutory rate
|
(35
)%
|
(35
)%
|
(35
)%
|
State
income taxes, net of federal benefit
|
0
%
|
0
%
|
0
%
|
Goodwill
impairement
|
0
%
|
0
%
|
7
%
|
Foreign
rate differential
|
9
%
|
12
%
|
14
%
|
Other
permanent difference
|
2
%
|
4
%
|
0
%
|
Change
in valuation allowance
|
24
%
|
15
%
|
14
%
|
|
|
|
|
Total
tax (credit) expense
|
0
%
|
(4
)%
|
0
%
|
|
Year ended
December 31, 2016
|
||||
|
Q4
|
Q3
|
Q2
|
Q1
|
Total
|
|
|
|
|
|
|
Selected
Income Statement Data:
|
|
|
|
|
|
Net sales and
revenue
|
$
57,828
|
$
10,012
|
$
71,599
|
$
488,491
|
$
627,930
|
Gross
Profit/(Loss)
|
33,319
|
884
|
(251,988
)
|
(14,702
)
|
(232,487
)
|
Loss from
continuing operations
|
(6,139,761
)
|
(10,661,220
)
|
(7,197,282
)
|
(4,210,113
)
|
(28,208,376
)
|
Net
loss
|
(6,139,761
)
|
(10,661,220
)
|
(7,197,282
)
|
(4,210,113
)
|
(28,208,376
)
|
Net loss per share
:
|
|
|
|
|
|
Basic
|
(0.43
)
|
(0.75
)
|
(0.52
)
|
(0.35
)
|
(2.09
)
|
Diluted
|
(0.43
)
|
(0.75
)
|
(0.52
)
|
(0.35
)
|
(2.09
)
|
|
Year ended
December 31, 2015
|
||||
|
Q4
|
Q3
|
Q2
|
Q1
|
Total
|
|
|
|
|
|
|
Selected
Income Statement Data:
|
|
|
|
|
|
Net sales and
revenue
|
$
620,167
|
$
624,907
|
$
656,959
|
$
603,390
|
$
2,505,423
|
Gross
Profit
|
75,543
|
181,491
|
258,730
|
109,328
|
625,092
|
Loss from
continuing operations
|
(4,991,877
)
|
(5,142,198
)
|
(5,026,475
)
|
(4,287,171
)
|
(19,447,721
)
|
Net
loss
|
(4,991,877
)
|
(5,142,198
)
|
(5,026,475
)
|
(4,287,171
)
|
(19,447,721
)
|
Net loss per share
:
|
|
|
|
|
|
Basic
|
(0.43
)
|
(0.44
)
|
(0.44
)
|
(0.39
)
|
(1.70
)
|
Diluted
|
(0.43
)
|
(0.44
)
|
(0.44
)
|
(0.39
)
|
(1.70
)
|
Stage 1
|
Year 1-2
|
Rent of floor 1: 4.30
Yuan/m
2
/day
|
Rent of floor 2-5: 3.70
Yuan/m
2
/day
|
Stage 2
|
Year 3-4
|
Rent of floor 1: 4.56
Yuan/m
2
/day
|
Rent of floor 2-5: 3.92
Yuan/m
2
/day
|
Stage 3
|
Year 5-6
|
Rent of floor 1: 4.83
Yuan/m
2
/day
|
Rent of floor 2-5: 4.16
Yuan/m
2
/day
|
Stage 4
|
Year 7-8
|
Rent of floor 1: 5.12
Yuan/m
2
/day
|
Rent of floor 2-5: 4.41
Yuan/m
2
/day
|
Stage 5
|
Year 9-10
|
Rent of floor 1: 5.43
Yuan/m
2
/day
|
Rent of floor 2-5: 4.67
Yuan/m
2
/day
|
Year of lease
|
Compensation limit
|
Year 1
|
Six months of rent + RMB 25 million (as per actual decoration
loss)
|
Year 2
|
Six months of rent + RMB 20 million
|
Year 3
|
Six months of rent + RMB 15 million
|
Year 4
|
Six months of rent + RMB 10 million
|
Year 5
|
Six months of rent + RMB 5 million
|
Year 6- Year 10
|
Six months of rent
|
Party A (signature and seal): (Seal)
|
Party B (signature and seal): (Seal)
|
Legal representative:
|
Legal representative:
|
Contact address:
|
Contact address:
|
Signing date: 01/01/2017
|
Signing date: 01/01/2017
|
Dated:
____________________________________________
|
|
|
_____________________________________
Bizuo
(Tony) Liu
|
Dated:
____________________________________________
|
|
|
_____________________________________
Andrew
Chan
|
Dated:
____________________________________________
|
|
|
_____________________________________
Yihong
Yao
|
1.
|
I have
reviewed this annual report on Form 10-K of Cellular Biomedicine
Group, Inc. (the "registrant");
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the
period covered by this report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in
this report;
|
4.
|
The
registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this report is being prepared;
|
(b)
|
Designed
such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
|
(c)
|
Evaluated
the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures as of the
end of the period covered by this report based on such evaluation;
and
|
(d)
|
Disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
|
5.
|
The
registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons
performing the equivalent functions):
|
(a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information;
and
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
|
|
|
|
|
Dated:
March 13, 2017
|
By:
|
/s/ Bizuo
(Tony) Liu
|
|
|
|
Bizuo
(Tony) Liu
|
|
|
|
Chief
Executive Officer and Chief Financial Officer
|
|
|
|
(principal
executive officer and financial and accounting
officer)
|
|
|
|
|
|
Dated: March
13, 2017
|
By:
|
/s/
Bizuo (Tony) Liu
|
|
|
|
Bizuo
(Tony) Liu
|
|
|
|
Chief
Executive Officer and Chief Financial Officer
|
|
|
|
(principal
executive officer and financial and accounting
officer)
|
|