Current Report Filing (8-k)

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): June 23, 2014

CELLULAR BIOMEDICINE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		0-52282		86-1032927
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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

Registrant’s telephone number, including area code: (650) 566-5064

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.05 Costs Associated with Exit or Disposal Activities.

Item 2.06 Material Impairments

On June 23, 2014, the board of directors of Cellular Biomedicine Group, Inc. (the “Company”) decided to discontinue the Company’s legacy consulting business segment and to focus the Company’s operations exclusively on its biomedicine business, acquired in February 2013. The decision resulted from a comprehensive review of the Company’s long-term business strategy. The Company expects to classify the consulting business as discontinued operations and to record in the second quarter of 2014 (i) a one-time charge of approximately $852,000 in severance costs and related taxes and (ii) impairment for goodwill of approximately $3.3 million relating to the consulting business. Additionally, approximately $20,000 in medical benefits to be paid to employees affiliated with the consulting business is expected to be recorded in the third quarter of 2014.

On June 30, 2014, the Company issued a press release announcing these actions. A copy of the press release is attached hereto as Exhibit 99.1.

In this Current Report on Form 8-K (this "Current Report"), the Company discusses and makes statements based on currently available information regarding its intentions, beliefs, current expectations and projections regarding the Company's future operations and performance, including with respect to severance and employee-related cash charges and impairment charges. Certain of these statements may constitute "forward-looking" statements as that term is defined in the Private Securities Litigation Reform Act of 1995. The Company cautions investors that such forward-looking statements are not guarantees of future performance. Risks and uncertainties are inherent in the Company's future performance. For more information regarding the risks and uncertainties of the Company's business, see "Risk Factors" in the Company's Form 10-K filed with the Securities and Exchange Commission ("SEC") on April 15, 2014 as well as other reports filed by the Company with the SEC from time to time. The Company assumes no obligation to update this Current Report or the information contained herein, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release, dated June 30, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Cellular Biomedicine Group, Inc.

Date: July 31, 2014	By:	/s/ Bizuo (Tony) Liu
		Bizuo (Tony) Liu Chief Financial Officer

Exhibit 99.1

Cellular Biomedicine Group Announces Discontinuation of Consulting Business Segment

PALO ALTO, Calif., June 30, 2014 (GLOBE NEWSWIRE) -- Cellular Biomedicine Group Inc. (CBMG) (the "Company"), a biomedicine firm engaged in the development of new treatments for degenerative and cancerous diseases, today announced the discontinuation of the Company's consulting business segment. The consulting business is expected to be classified as discontinued operations, effective July 1, 2014.

As a result, the Company expects to record a one-time pre-tax cash charge of approximately $840,000 in the second quarter 2014 resulting from severance to be paid to employees affiliated with the consulting business.

"After a circumspect review by management and the Board of Directors, our decision to discontinue operating the legacy consulting business should remove any performance variability associated with this segment," said Dr. William (Wei) Cao, Chief Executive Officer of Cellular Biomedicine Group.

"We also believe that the consulting business no longer fits into our long-term strategy and vision. As such, we will focus our resources on becoming a world-class, pure-play biotechnology company bringing therapies to improve the health of patients in China. By optimizing our resources, we believe the scalability of our biomedicine business will deliver long-term value to our partners, patients and shareholders," added Dr. Cao.

The consulting business' securities will remain on the Company's balance sheet. Keith Wong and Norm Klein, the consulting business' current management team will assist and ensure a smooth discontinuation of our consulting operations.

About Cellular Biomedicine Group

Cellular Biomedicine Group, Inc. develops proprietary cell therapies for the treatment of certain degenerative diseases and cancers. Our developmental stem cell, progenitor cell, and immune cell projects are the result of research and development by scientists and doctors from China and the United States. Our flagship GMP facility, consisting of eight independent cell production lines, is designed, certified and managed according to U.S. standards. To learn more about CBMG, please visit: www.cellbiomedgroup.com

Forward-Looking Statements

Statements in this press release relating to plans, strategies, trends, specific activities or investments, and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, risk factors inherent in doing business. Forward-looking statements may be identified by terms such as "may," "will," "expects," "plans," "intends," "estimates," "potential," or "continue," or similar terms or the negative of these terms. Although CBMG believes the expectations reflected in the forward-looking statements are reasonable, they cannot guarantee that future results, levels of activity, performance or achievements will be obtained. CBMG does not have any obligation to update these forward-looking statements other than as required by law.

Contact:

Sarah Kelly

Director of Corporate Communications, CBMG

+1 650 566-5064

sarah.kelly@cellbiomedgroup.com

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