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): February 5,
2018
CELLULAR BIOMEDICINE GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-36498
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86-1032927
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(State
or other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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19925 Stevens Creek Blvd., Suite 100
Cupertino, California
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95014
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.01 Entry into a Material Definitive Agreement
Amendments to Securities Purchase Agreement and Registration Rights
Agreement
As
previously reported on the Company’s Current Report on Form
8-K filed with the Securities and Exchange Commission (the
“SEC”) on January 31, 2018, Cellular Biomedicine Group,
Inc. (the “Company”) entered into a Securities Purchase
Agreement (the “Purchase Agreement”) with certain
investors ( the “Investors”) on January 30, 2018,
pursuant to which the Company agreed to sell to the Investors, and
the Investors agreed to purchase from the Company, an aggregate of
1,714,324 shares (the “Shares”) of the Company’s
common stock, par value $0.001 per share (the “Common
Stock”), at $17.80 per share, for total gross proceeds of
approximately $30.5 million (the “Private
Placement”). In connection with the Private
Placement, the Company and the Investors entered into a
Registration Rights Agreement (the “Registration Rights
Agreement”) pursuant to which the Company has agreed, subject
to certain exceptions set forth therein, to use commercially
reasonable efforts to file a registration statement with the SEC on
Form S-3 within 30 days of the Closing in order to cover the resale
of the Shares. The Company has also agreed, among other things, to
provide the Investors with piggyback registration rights (subject
to certain conditions), indemnify the selling holders under the
registration statement from certain liabilities and to pay all fees
and expenses (excluding underwriting discounts and selling
commissions) incident to the Company’s obligations under the
Registration Rights Agreement.
On
February 5, 2018, the Company entered into Amendment No.1 to the
Securities Purchase Agreement, pursuant to which Rui Zhang, an
accredited investor, became a party to the Purchase Agreement and
the aggregate number of shares purchased in the Private Placement
was increased to 1,719,324 shares. On February 5, 2018, the Company
also entered into Amendment No. 1 to the Registration Rights
Agreement, pursuant to which Rui Zhang became a party to the
Registration Rights Agreement.
The
closing of the Private Placement (the “Closing”)
occurred on February 5, 2018.
The
foregoing descriptions of Amendment No. 1 to the Purchase Agreement
and Amendment No. 1 to the Registration Rights Agreement do not
purport to be complete and are qualified in their entirety by
reference to the full text of these agreements, forms of which are
attached hereto as Exhibit 4.1 and 10.1, respectively, and are
incorporated herein by reference.
The
issuance of the securities in the Private Placement was made in
reliance on the exemption from registration provided by Regulation
D, Regulation S and Section 4(a)(2) under the Securities Act of
1933, as amended (the “Securities Act”).
Item 3.02 Unregistered Sales of Equity Securities.
The
information called for by this item is contained in Item 1.01,
which is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
As
previously reported on the Company’s Current Report on Form
8-K filed with the SEC on January 31, 2018, pursuant to the
Purchase Agreement, Sailing Capital Overseas Investments Ltd.
(“Sailing Capital”) has the right to nominate one
director to the board of directors of the Company (the
“Board”) to stand for election at the 2018 Annual
Meeting of Stockholders. Effective as of the Closing, the Board
elected Bosun S. Hau as a non-executive Class III director of the
Company.
Mr. Hau
has nearly 15 years of healthcare industry experience, primarily as
an investor in both private and publicly-listed companies. Since
October 2015, Mr. Hau has served as a Managing Director and Partner
of Sailing Capital. From August 2009 to October 2015, Mr. Hau
served as a Partner of MVM Life Science Partners. From July 2004 to
August 2007, Mr. Hau served as an equity research analyst covering
the medical device and pharmaceutical industries for JP Morgan
Securities, Inc. and Prudential Securities, Inc. Since 2009, Mr.
Hau has served as a member of the board of directors of several
private biotechnology, specialty pharmaceutical and medical device
companies. Mr. Hau received a B.S. in Molecular and Cellular
Biology, a B.S.H.S. in Physiological Sciences and a B.A. in
Psychology from the University of Arizona, an M.Sc. in
Biotechnology from Johns Hopkins University and an M.B.A in Finance
and Health Management from the Wharton School at the University of
Pennsylvania. The Company believes Mr. Hau’s extensive
experience in the venture capital/private equity and financial
services industries qualifies him to serve on our
Board.
In
connection with Mr. Hau’s appointment, the Company will enter
into an indemnification agreement (the “Indemnification
Agreement”) with Mr. Hau. Pursuant to the Indemnification
Agreement,
the Company has agreed
to indemnify Mr. Hau from and against any and all expenses to the
fullest extent permitted by law in the event that Mr. Hau was, is,
or becomes a party to or witness or other participant in, or is
threatened to be made a party to or witness or other participant
in, a legal proceeding by reason of, or arising in part out of, an
event related to Mr. Hau’s directorship at the Company on or
after the effective date of the Indemnification
Agreement.
No
family relationships exist between Mr. Hau and any of the Company's
other directors or executive officers. Other than report herein,
there are no transactions to which the Company is or was a
participant and in which Mr. Hau has a material interest subject to
disclosure under Item 404(a) of Regulation S-K.
Item 8.01. Other Events.
On
February 5, 2018, the Company issued a press release announcing the
Closing of the Private Placement, a copy of which is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Amendment No. 1 to
Registration Rights Agreement, dated February 5, 2018, by and among
the Company, Wealth Map Holdings Limited, Earls Mill Limited, Bosun
S. Hau and Rui Zhang.
Amendment No. 1 to
Securities Purchase Agreement, dated February 5, 2018, by and among
the Company, Wealth Map Holdings Limited, Earls Mill Limited, Bosun
S. Hau and Rui Zhang.
Press Release,
dated February 5, 2018
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.
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Cellular Biomedicine Group, Inc.
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Date:
February 7, 2018
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By:
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/s/ Bizuo
(Tony) Liu
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Bizuo
(Tony) Liu
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Chief
Executive Officer
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AMENDMENT NO. 1 TO REGISTRATION PURCHASE AGREEMENT
This Amendment No. 1 dated as of February 5, 2018 (this
“
Amendment
”)
by and between Cellular Biomedicine Group, Inc., a Delaware
corporation (the “
Company
”)
and
Wealth Map Holdings Limited, Earls Mill Limited, and
Bosun S. Hau (each an “
Investor
” and
together the “
Investors
”)
amends that certain Registration
Rights Agreement dated as of January 30, 2018 between the Company
and the Investors (the “
Registration Rights
Agreement
”). Capitalized
terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Share Purchase
Agreement.
WHEREAS, the
parties wish to amend the Registration Rights Agreement to add Rui
Zhang as an Investor.
NOW
THEREFORE, in consideration of the premises, the mutual agreements
contained herein and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the
undersigned agree as follows:
1.
The first
Whereas clause of the Registration Rights Agreement shall be
deleted in its entirety and replaced with the
following:
WHEREAS, the
Investors have, pursuant to that certain Securities Purchase
Agreement, dated as of January 30, 2018, between the Company and
the Investors (the “
Purchase
Agreement
”), and amended as of February 1, 2018,
agreed to purchase the Securities, subject to the terms and
conditions set forth therein; and
2.
To the extent any
other provisions of the Registration Rights Agreement need to be
amended to properly reflect the revisions set forth above, such
provisions are hereby so amended.
3.
Except as modified
and amended herein, all of the terms and conditions of the
Registration Rights Agreement shall remain in full force and
effect.
4.
This Amendment may
be executed in one or more counterparts (including facsimile
counterparts), each of which shall, for all purposes, be deemed an
original and all of such counterparts, taken together, shall
constitute one and the same Amendment.
5.
This Amendment and
the rights of the parties hereto shall be interpreted in accordance
with the laws of the State of New York, without giving effect to
principles of conflict of laws.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.
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CELLULAR
BIOMEDICINE GROUP, INC.
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By: /s/
Bizuo (Tony) Liu
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Name:
Bizuo (Tony) Liu
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Title:
Chief Executive Officer
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IN
WITNESS WHEREOF, the parties have executed or caused this Agreement
to be executed as of the date first written above.
INVESTOR:
WEALTH
MAP HOLDINGS LIMITED, A BVI COMPANY
By:
/s/ James Xiao Dong
Liu
Name:
James Xiao Dong
Liu
Address: c/o Unit
2006-08
20/F
Harbour Centre, 25 Harbour Road
Wan
Chai, Hong Kong
Email:
jamesliu@sailing-capital.com
IN
WITNESS WHEREOF, the parties have executed or caused this Agreement
to be executed as of the date first written above.
INVESTOR:
EARLS
MILL LIMITED, A BVI COMPANY
By:
/s/
James Xiao Dong
Liu
Name:
James Xiao Dong
Liu
Address: c/o Unit
2006-08
20/F
Harbour Centre, 25 Harbour Road
Wan
Chai, Hong Kong
Email:
jamesliu@sailing-capital.com
IN
WITNESS WHEREOF, the parties have executed or caused this Agreement
to be executed as of the date first written above.
INVESTOR:
Bosun
S. Hau
IN
WITNESS WHEREOF, the parties have executed or caused this Agreement
to be executed as of the date first written above.
INVESTOR:
Rui
Zhang
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
This Amendment No. 1 dated as of February 5, 2018
(this “
Amendment
”)
by and between Cellular Biomedicine Group, Inc., a Delaware
corporation (the “
Company
”)
and
Wealth Map Holdings Limited, Earls Mill Limited, Bosun
S. Hau and Rui Zhang (each, a “
Purchaser
” and together, the
“
Purchasers
”),
amends that certain Securities
Purchase Agreement dated as of January 30, 2018 between the Company
and the Purchasers (the “
Securities Purchase
Agreement
”). Capitalized
terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Securities Purchase
Agreement.
WHEREAS, the
parties wish to amend the Securities Purchase Agreement to increase
the aggregate number of shares of Common Stock to be sold and
purchased as currently set forth in the Securities Purchase
Agreement.
WHEREAS, the
parties wish to amend the Securities Purchase Agreement to add Rui
Zhang as an additional Purchaser.
WHEREAS, the
Company desires to issue and sell to the Purchasers pursuant to
this Agreement, and each Purchaser, severally, desires to purchase
from the Company the aggregate number of shares of Common Stock as
is set forth opposite its name in
Exhibit A
hereto;
NOW
THEREFORE, in consideration of the premises, the mutual agreements
contained herein and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the
undersigned agree as follows:
1.
The first
Whereas clause of the Securities Purchase Agreement shall be
deleted in its entirety and replaced with the
following:
WHEREAS, the
Company has authorized the issuance of 1,719,324 shares of common
stock, par value $0.001 per share, of the Company (the
“
Common
Stock
”);
2.
Rui
Zhang, severally for himself, and not jointly with the other
Purchasers, represents and warrants to the Company each of the
representations and warranties set forth in Article 4 of the
Securities Purchase Agreement as of the date hereof
3.
To the extent any
other provisions of the Securities Purchase Agreement need to be
amended to properly reflect the revisions set forth above, such
provisions are hereby so amended.
4.
Except as modified
and amended herein, all of the terms and conditions of the
Securities Purchase Agreement shall remain in full force and
effect.
5.
This Amendment may
be executed in one or more counterparts (including facsimile
counterparts), each of which shall, for all purposes, be deemed an
original and all of such counterparts, taken together, shall
constitute one and the same Amendment.
6.
This Amendment and
the rights of the parties hereto shall be interpreted in accordance
with the laws of the State of New York, without giving effect to
principles of conflict of laws.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
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COMPANY:
CELLULAR
BIOMEDICINE GROUP, INC.
By:
/s/ Bizuo (Tony)
Liu
Name: Bizuo (Tony)
Liu
Title: Chief
Executive Officer
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[Signature Page to Common Stock Purchase Agreement]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
PURCHASER:
WEALTH
MAP HOLDINGS LIMITED, A BVI COMPANY
By:
/s/ James Xiao Dong
Liu
Name:
James Xiao Dong
Liu
Address: c/o Unit
2006-08
20/F
Harbour Centre, 25 Harbour Road
Wan
Chai, Hong Kong
Email:
jamesliu@sailing-capital.com
[Signature Page to Common Stock Purchase Agreement]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
PURCHASER:
EARLS
MILL LIMITED, A BVI COMPANY
By:
/s/ James Xiao Dong
Liu
Name:
James Xiao Dong
Liu
Address: c/o Unit
2006-08
20/F
Harbour Centre, 25 Harbour Road
Wan
Chai, Hong Kong
Email:
jamesliu@sailing-capital.com
[Signature Page to Common Stock Purchase Agreement]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
PURCHASER:
/s/ Bosun S.
Hau
Bosun
S. Hau
[Signature Page to Common Stock Purchase Agreement]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
PURCHASER:
/s/ Rui Zhang__________________
Rui
Zhang
[Signature Page to Common Stock Purchase Agreement]
EXHIBIT A
PURCHASERS
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Purchaser Name and Address
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Purchase Price per Share
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Aggregate Number of Shares of Common Stock to be
Purchased
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Aggregate Purchase Price
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Wealth
Map Holdings Limited, a BVI Company
c/o
Unit 2006-08
20/F
Harbour Centre, 25 Harbour Road
Wan
Chai, Hong Kong
Email:
jamesliu@sailing-capital.com
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$17.80
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1,404,494
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$24,999,993.20
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Earls
Mill Limited, a BVI Company
c/o
Unit 2006-08
20/F
Harbour Centre, 25 Harbour Road
Wan
Chai, Hong Kong
Email:
jamesliu@sailing-capital.com
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$17.80
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308,426
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$5,489,982.80
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Bosun
S. Hau
c/o
Unit 2006-08
20/F
Harbour Centre, 25 Harbour Road
Wan
Chai, Hong Kong
Email:
bosunhau@sailing-capital.com
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$17.80
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1,404
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$24,991.20
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Rui Zhang1002 Tower One, #171Lane 1038 Huashan Road,
Shanghai, China
Email:
rzhanghk@hotmail.com
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$17.80
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5,000
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$89,000
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TOTAL:
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1,719,324
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$30,603,967.20
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Cellular Biomedicine Group Announces $30.6 million Investment
from
Sailing Capital Overseas Investment Ltd.
SHANGHAI, China and CUPERTINO, Calif., February 5, 2018
/GlobeNewswire/ -- Cellular Biomedicine Group Inc. (NASDAQ:
CBMG) (“CBMG” or the “Company”),
a
biopharmaceutical firm engaged in the
development of immunotherapies for cancer, today
announced the receipt of a $30.6 million investment from
Sailing Capital Overseas Investment Ltd. and its affiliates
(collectively “Sailing”), a global private equity firm
focused on China cross-border investments in disruptive global
companies in the healthcare, technology and consumer
sectors.
As part of the transaction, Sailing will appoint a
representative to the Company’s Board of
Directors.
“Sailing is a highly-regarded growth equity investor which
leverages its unique commercial and government relationships to
enhance its portfolio companies’ businesses in China and
internationally. Sailing’s investment in the Company further
validates our proprietary technology platform and independently
affirms our prospects for CFDA approval and commercialization in
China. We are proud of the demonstrated clinical proof-of-concept
of our Chimeric Antigen Receptor (“CAR”) T-cell
immuno-oncology platform, and Sailing’s investment will
enable further clinical development by funding our multiple
clinical programs for progressive malignant lymphoma, Acute B
lymphocytic leukemia and Hodgkin’s lymphoma, as well as
development in novel T Cell Receptor (TCR) therapies to redirect T
cells for solid tumors,” said Tony (Bizuo) Liu, Chief
Executive Officer of CBMG.
“With the recent regulatory approvals and commercialization
of CAR-T in the US and the CFDA’s issuance of final guidance
for the approval of CAR-T in China, we believe an investment in
CBMG is timely as the China market opportunity for cell and gene
therapy is substantial. We have conducted a deep dive on the cell
and gene therapy industry and found CBMG to be not only a leader in
China, but also globally, of vertically integrated cell and gene
therapy manufacturing know-how, as evidenced by the Company’s
strategic and joint development partnerships with both GE and
Thermo Fisher. GMP quality manufacturing, market leading capacity
(for 10,000 patients) and a focus on GCP standards in China are
critical success factors in developing cutting-edge cancer
immunotherapies for the global markets. Further, we have found CBMG
to have strong innovation and translation medicine sophistication,
which is reflected in a strong pipeline of multiple CAR-T and TCR
constructs. We also see tremendous opportunity for leading cell and
gene therapy companies based outside of China to partner with CBMG,
leveraging the Company’s manufacturing expertise and the
favorable regulatory environment in China, to rapidly advance
development programs into the clinic. We look forward to supporting
CBMG’s continued clinical success and believe the Company
will emerge as a leader in the cancer medicine fields,” said
James Xiaodong Liu, Chairman of Sailing Capital.
About Cellular Biomedicine Group
Cellular Biomedicine Group, Inc. (NASDAQ:
CBMG
) develops
proprietary cell therapies for the treatment of cancer and
degenerative diseases. CBMG conducts immuno-oncology and stem cell
clinical trials in China using products from its integrated GMP
laboratory. CBMG GMP facilities in China, consist of twelve
independent cell production lines, and are designed and managed
according to both China and U.S. GMP standards. CBMG’s
Shanghai facility includes a ”Joint Laboratory of Cell
Therapy” with GE Healthcare and a “Joint Cell Therapy
Technology Innovation and Application Center” with Thermo
Fisher Scientific. CBMG currently has ongoing CAR-T Phase I
clinical trials in China; CARD-1 for Diffuse Large B-cell Lymphoma
(DLBCL) and Non-Hodgkin Lymphoma (NHL) and CALL-1 for adult Acute
Lymphoblastic Leukemia (ALL), utilizing CBMG’s proprietary
and optimized CD19 construct, as well as an ongoing Phase I trial
in China for AlloJoin™ (CBMG’s
“Off-the-Shelf” Allogeneic Human Adipose-derived
Mesenchymal Stem Cell) for the treatment of Knee Osteoarthritis
(“KOA”). In 2017 CBMG was awarded $2.29 million from
the California Institute for Regenerative Medicine (CIRM) to
support pre-clinical studies of AlloJoin™ for Knee
Osteoarthritis in the United States. To learn more about CBMG,
please visit
www.cellbiomedgroup.com
.
About Sailing Capital
Founded in 2012, Sailing Capital
(“Sailing”) is a Shanghai and Hong Kong based global
private equity firm, which invests in market leaders across a range
of industries including healthcare, technology and consumer.
Sailing was initiated by Shanghai International Group (SIG) mainly
for investments outside of the domestic Chinese market and is the
first major private equity fund on the global stage with its
initial capital raised domestically in Chinese Yuan (RMB).
Sailing’s LPs include some of the most successful and
influential companies in China. Sailing’s commitments can
take the form of equity, equity-linked, mezzanine and/or debt
capital contributed on a full acquisition, majority or minority
basis. To learn more about Sailing, please visit
www.sailing-capital.com.hk
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 and 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 those
regarding CBMG’s ability to implement its plans, strategies
and objectives for future operations, including its plan to
configure part of its Shanghai facility with GE Healthcare’s
FlexFactory platform, its ability to execute on proposed new
products, services or development thereof, results of its clinical
research and development, regulatory infrastructure governing cell
therapy and cellular biopharmaceuticals, its ability to enter into
agreements with any necessary manufacturing, marketing and/or
distribution partners for purposes of commercialization, its
ability to seek intellectual property rights for its product
candidates, competition in the industry in which it operates,
overall market conditions, any statements or assumptions underlying
any of the foregoing 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, it 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
