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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): March 21,
2019
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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1345
Avenue of the Americas, Fl15
New
York, NY
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10105
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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: (347) 905
5663
(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.
On
March 21, 2019, Cellular Biomedicine Group, Inc. (the
“Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with Cantor Fitzgerald &
Co. and Robert W. Baird & Co. Incorporated, as representatives
of the several underwriters set forth therein (collectively, the
“Underwriters”), relating to an underwritten public
offering (the “Offering”) of 1,029,412 shares (the
“Shares”) of the Company’s common stock, par
value $0.001 per share (the “Common Stock”), at an
offering price to the public of $17.00 per share. Under the terms
of the Underwriting Agreement, the Company granted the Underwriters
a 30-day option to purchase up to an additional 154,411 shares of
Common Stock.
The
Shares will be issued pursuant to the Company’s currently
effective shelf registration statement on Form S-3 and an
accompanying prospectus (Registration Statement No. 333-210337)
filed with the Securities and Exchange Commission (the
“Commission”), which was declared effective by the
Commission on June 17, 2016 (the “Registration
Statement”), and a preliminary prospectus supplement filed
and a final prospectus supplement to be filed with the Commission
in connection with the Offering. The closing of the offering is
expected to take place on or about March 25, 2019, subject to the
satisfaction of customary closing conditions.
A copy
of the Underwriting Agreement is attached as Exhibit 1.1 hereto and
is incorporated herein by reference. The foregoing description of
the Underwriting Agreement does not purport to be complete and is
qualified in its entirety by reference to such
exhibit.
A copy
of the opinion of Ellenoff Grossman & Schole LLP relating to
the validity of the issuance and sale of the Shares in the Offering
is attached as Exhibit 5.1 hereto.
On
March 21, 2019, the Company issued a press release announcing that
it had priced an underwritten offering of its Common Stock. A
copy of the press release is attached hereto as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by
reference.
In connection with the Offering, the Company will file a final
prospectus supplement to the Registration Statement. The final
prospectus supplement will describe certain elements of the
Company’s business strategy, preclinical and clinical
pipeline, industry information and certain additional risk factors,
including those attached as Exhibit 99.2 and incorporated by
reference herein.
The
disclosures on this Current Report on Form 8-K shall not
constitute an offer to sell or the solicitation of an offer to buy
these securities, nor shall there be any sale of these securities
in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or
jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Underwriting
Agreement, dated March 21, 2019, by and among Cellular Biomedicine
Group, Inc., Cantor Fitzgerald & Co. and Robert W. Baird
& Co. Incorporated, as representatives of the several
underwriters
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Opinion
of Ellenoff Grossman & Schole LLP
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23.1
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Consent
of Ellenoff Grossman & Schole LLP (contained in Exhibit
5.1)
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Press
Release, dated March 21, 2019
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Additional
Business Information
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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:
March 22, 2019
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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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