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): August 4, 2015
 
CELLULAR BIOMEDICINE GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
001-36498
 
86-1032927
(State or other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

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 5.02       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On August 4, 2015, Cellular Biomedicine Group, Inc. (the “Company”) appointed Yihong Yao, Ph.D, B.S. as the Company’s Chief Scientific Officer.

Dr. Yao brings nearly twenty years of experience in the life sciences industry and academia with strong expertise in clinical biomarker discovery and development, strategy and personalized medicine. From 2005 until his appointment as Chief Scientific Officer, Mr. Yao served in various senior scientific positions at MedImmune, including most recently as director and head of pharmacogenomics and bioinformatics in the department of Translational Sciences from 2011 to July 2015. From 2001 to 2005, Mr. Yao served as Senior Scientist, Translational Science at Abbott Bioresearch Center. He holds a bachelor’s degree in Biochemistry from Fudan University, Shanghai, China, a master’s degree in Bioinformatics from Boston University, and a PhD in Molecular Biology and Biochemistry from the University of Kansas, and he was a postdoctoral fellow at Johns Hopkins University School of Medicine.

In connection with Mr. Yao’s appointment, the Company entered into an agreement with Mr. Yao, pursuant to which Mr. Yao will receive an annual base salary of $250,000.  Additionally, Mr. Yao shall receive 25,000 restricted stock units (“RSUs”) and 25,000 options (“Options”) to purchase common stock. The RSUs and Options vest over a period of three years, with the first set of securities to vest on May 18, 2016, with 30% to vest in the first installment, 30% to vest in the second installment and 40% to vest in the final installment. The Options were issued pursuant to the Company’s 2014 Stock Incentive Plan.

The term of the agreement is effective as of August 4, 2015 for a period of three years, with a six-month probation period. After the initial probation period, either party may terminate the agreement with at least 3 months’ prior written notice, except that the Company may terminate for cause upon three days written notice and a minimum 14 day cure period.

A copy of the agreement with Mr. Yao is filed as Exhibit 99.1 hereto and is incorporated herein by reference. A copy of the press release is attached hereto as Exhibit 99.2.
 
Item 9.01.      Financial Statements and Exhibits.
 
(d)           Exhibits

99.1           Agreement dated as of August 4, 2015 by and between the Registrant and Yihong Yao.
99.2           Press Release, dated August 10, 2015
 
 
 

 
 
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: August 17, 2015
By:  
    /s/ Bizuo (Tony) Liu
 
   
   Bizuo (Tony) Liu
   Chief Financial Officer
 
       


 
 
 
 
 

 


Exhibit 99.1
 
EMPLOYMENT AGREEMENT

 
 
 
   This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of Aug 4, 2015 (the “Effective Date”) by and between Cellular Biomedicine Group, Inc. (the “Company”), and the undersigned individual (“Employee”), with reference to the following facts:
 
A. Cellular Biomedicine Group, Inc. (the “Company”) is a developer of cell therapies for the treatment of certain cancers and degenerative diseases.
 
B. Employee has extensive experience in the field of immunology-oncology, especially adoptive T Cell Receptor, Checkpoint inhibition, and their combination therapies and relating to clinical trial designed based on biomarkers for patient stratification.
 
C. The Company desires to employ Employee to perform the duties and responsibilities described herein on the terms and conditions hereinafter set forth.
 
        NOW, THEREFORE, the parties agree as follows:
 
1. Employment.  The Company hereby employs Employee and Employee hereby accepts such employment upon the terms and conditions hereinafter set forth.
 
2. Duties.  Subject to the terms and provisions of this Agreement, Employee is hereby employed by the Company as Chief Scientific Officer (CSO) of the Company.  Employee shall have full responsibility and authority for such duties as customarily are associated with service as the Chief Scientific Officer of the Company at the direction of the Board of Directors of the Company (the “Board”) and Chief Executive Officer of the Company.  Employee shall faithfully and diligently perform, on a full time basis, such duties assigned to Employee and shall report directly to the Chief Executive Officer.
 
3. Scope of Services.  Employee shall devote substantially all of his business time, attention, energies, skills, learning and efforts to the Company’s business.
 
4. Term.  Subject to prior termination of this Agreement as hereinafter provided, the term of this Agreement shall commence on the Effective Date and shall continue for three (3) years thereafter unless earlier terminated as provided in this Agreement.
 
5.        Compensation.
 
5.1 Salary.  Employee’s annual compensation (“Base Compensation”) under  this Agreement shall be USD $250,000 per year, prorated for any partial year, commencing upon the Effective Date; provided however that the Employee’s Base Compensation shall be reviewed annually by the Board of Directors and/or Compensation Committee (as applicable).  The Base Compensation shall be payable semi-monthly in arrears from the Effective Date in accordance with the ordinary payroll procedures of the Company.  Employee agrees that the Base Compensation may be paid by the Company, any of the Company’s subsidiaries or any combination thereof.  Any changes in Base Compensation shall be in the sole and absolute discretion of the Board and/or its Compensation Committee (as applicable).
 
 
 

 
 
5.2 Participation in Plan.  Employee shall be eligible to participate in any Employee incentive plans established by Company for all of its employees.
 
5.3 Expenses.  The Company shall reimburse Executive for:
 
(a)  
all reasonable business, entertainment and travel expenses actually  incurred or paid by Employee in the performance of his services on behalf of the Company, in accordance with the Company’s expense reimbursement policy as from time to time in effect; and
 
(b)  
reasonable moving expenses not exceeding 20,000 RMB per month if the Company requires the Employee to relocate to China, and as a result Employee must change his place of residence to a place more than 50 miles away from his current place of residence (which expenses shall be appropriately documented by Executive);
 
5.4  Options.  The Employee shall be eligible to participate in the Company’s 2014 Equity Incentive Plan, and receive option grant(s) thereunder for the purchase up to 25,000 shares of common stock of the Company (“Options” or “Option”) at the discretion of the Company.  Options granted to the Employee shall be controlled by the terms and conditions set forth in a Notice of Grant and Stock Option Agreement approved by the Board of Directors (“Option Agreement”).

5.5    Restricted Stock Unit (RSU). As partial of Employee’s Compensation, Employee is eligible to receive a total of   25,000 shares under this Employment Agreement. Shares is subjected to be vested over a period of three year installments of 30%, 30% and 40% commencing from the first anniversary of Effective Date. In the event of a termination to continuous service pursuant to this Agreement, the number of shares shall be pro-rated accordingly.

6. Other Rights and Benefits.  Executive shall receive other rights and benefits, life insurance, vacation time, sick pay, meal allowance and retirement plan participation, as determined by Company.
 
7.  
Termination.  Employee’s employment may be terminated as follows:
 
7.1       Termination by the Company or Employee.
 
(a)  
Within the probation period of initial six (6) month, either Employee or the Company shall be entitled to terminate the Employment Agreement with thirty (30) days written notice in advance.
 
(b)  
After the six (6) month period, the termination of this Agreement by either Employee or the Company shall be made in written at least three (3) months in prior.
 
 
 

 
 
7.2 Termination by Company for “Cause”.  The Company may terminate this Agreement for “Cause” upon three days written notice so long as the Company has given Employee written notice describing the Cause pursuant to subsections (c) and/or (e) Employee has not cured such Cause within a reasonable time, but no less than 14 days.  For purposes of this Agreement, “Cause” shall mean the existence or occurrence of any of the following:
 
(a)  
Employee’s conviction for or pleading of nolo contender to any felony involving the Company or moral turpitude.
 
(b)  
Employee’s misappropriation of Company assets.
 
(c)  
Employee’s willful violation of a Company policy or a directive of the Board previously delivered to him in writing.
 
(d)  
Employee’s breach of his obligations set forth in Sections 10, 11, or 12 below.
 
(e)  
Any willful neglect or material breach of duty by Employee under this Agreement, or any failure by Employee to perform duties under this Agreement, including the duties set forth in Section 2.
 
8. Representations and Warranties.  Employee hereby represents and warrants to Company that as of the date of execution of this Agreement: (i) this Agreement will not cause or require Employee to breach any obligation to, or agreement or confidence with, any other person; (ii) Employee is not representing, or otherwise affiliated in any capacity with, any other research organizations, lines of products, manufacturers, vendors or customers of the Company; and (iii) Employee has not been induced to enter into this Agreement by any promise or representation other than as expressly set forth in this Agreement.
 
 
9. Non-Solicitation.
 
9.1 Non-Solicitation of Employees. Employee agrees that he will not, while employed by the Company and for a period of two (2) years following termination of such employment:
 
(a)  
directly solicit, encourage, or take any other action which is  intended to induce any other employee of the Company to terminate his or her employment with the Company; or
 
(b)  
directly interfere in any manner with the contractual or  employment relationship between the Company and any such employee of the Company.
 
The foregoing shall not prohibit Employee or any entity with which Employee may later be affiliated from hiring a former or existing employee of the Company or any of its subsidiaries, provided that such hiring does not result from the direct actions of Employee.  For purposes of this Article 9, Article 10, Article 11 and Article 12, any reference to the Company shall include all of the Company’s Affiliates.  As used herein, “Affiliate” means any person or entity controlling, controlled by or under common control with another person or entity.
 
 
 

 
 
9.2 Non-Solicit of Customers with respect to Competitive Business Activity. Employee agrees that he will not, while employed by the Company and for a period of two (2) years following termination of such employment, directly or indirectly, whether for his own account or for the account of any other individual or entity, solicit the business or patronage of any customers of the Company with respect to products and/or services directly related to a Competitive Business Activity.  “Competitive Business Activity” shall mean engaging in, whether independently or as an employee, agent, consultant, advisor, independent contractor, partner, stockholder, officer, director or otherwise, any business which is materially competitive with the business of the Company as conducted or actively planned to be conducted by the Company during his employment by it, provided that Employee shall not be deemed to engage in a Competitive Business Activity solely by reason of (i) owning 1% or less of the outstanding common stock of any corporation if such class of common stock is registered under Section 12 of the Securities Exchange Act of 1934, or (ii) after the termination of his employment by the Company, being employed by or otherwise providing services to a corporation having total revenue of at least $500 million (or such lower number as may be agreed by the Board) so long as such services are provided solely to a division or other business unit of such corporation which does not engage in a business which is then competitive with the business of the Company.
 
10. Confidentiality.  Employee hereby acknowledges that the Company has made and will make available to Employee certain customer lists, product design information, performance standards and other confidential and/or proprietary information of the Company or licensed to the Company, including without limitation trade secrets, copyrighted materials and/or financial information of the Company (or any of its Affiliates), including without limitation, financial statements, reports and data (collectively, the “Confidential Material”); however, Confidential Material does not include any of the foregoing items which has become publicly known or made generally available through no wrongful act of Employee or of others who were under confidentiality obligations as to the item or items involved.  Except as essential to Employee’s obligations under this Agreement, neither Employee nor any agent, employee, officer, or independent contractor of or retained by Employee shall make any disclosure of this Agreement, the terms of this Agreement, or any of the Confidential Material.  Except as essential to Employee’s obligations under this Agreement, neither Employee nor any agent, employee, officer, or independent contractor of or retained by Employee shall make any duplication or other copy of any of the Confidential Material.  Immediately upon request from the Company, Employee shall return to the Company all Confidential Material.  Employee shall notify each person to whom any disclosure is made that such disclosure is made in confidence that the Confidential Material shall be kept in confidence by such person.  Nothing contained in this Section 10 shall be construed as preventing Employee from providing Confidential Material in compliance with a valid court order issued by a court of competent jurisdiction, providing Employee takes reasonable steps to prevent dissemination of such Confidential Material.
 
 
 

 
 
11. Proprietary Information.  For purposes of this Agreement, “Proprietary Information” shall mean any information, observation, data, written material, record, document, software, firmware, invention, discovery, improvement, development, tool, machine, apparatus, appliance, design, promotional idea, customer list, practice, process, formula, method, technique, trade secret, product and/or research related to the actual or anticipated research, marketing strategies, pricing information, business records, development, products, organization, business or finances of the Company.  Proprietary Information shall not include information in the public domain as of execution of this Agreement except through any act or omission of Employee.  All right, title and interest of every kind and nature whatsoever in and to the Proprietary Information made, discussed, developed, secured, obtained or learned by Employee during the term of this Agreement shall be the sole and exclusive property of  the Company for any purposes or uses whatsoever, and shall be disclosed promptly by Employee to the Company.  The covenants set forth in the preceding sentence shall apply regardless of whether any Proprietary Information is made, discovered, developed, secured, obtained or learned (a) solely or jointly with others, (b) during the usual hours of work or otherwise, (c) at the request and upon the suggestion of the Company or otherwise, or (d) with the Company’s materials, tools, instruments or on the Company’s premises or otherwise.  All Proprietary Information developed, created, invented, devised, conceived or discovered by Employee that is subject to copyright protection is explicitly considered by Employee and the Company to be works made for hire to the extent permitted by law.  Employee hereby forever fully releases and discharges the Company, and the Company and their respective officers, directors and employees, from and against any and all claims, demands, damages, liabilities, costs and expenses of Employee arising out of, or relating to, any Proprietary Information.  Employee shall execute any documents and take any action the Company may deem necessary or appropriate to effectuate the provisions of this Agreement, including without limitation assisting the Company in obtaining and/or maintaining patents, copyrights or similar rights to any Proprietary Information assigned to the Company, if the Company, in their sole discretion, requests such assistance.  Employee shall comply with any reasonable rules established from time to time by the Company for the protection of the confidentiality of any Proprietary Information.  Employee irrevocably appoints the President of the Company to act as Employee’s agent and attorney-in-fact to perform all acts necessary to obtain and/or maintain patents, copyrights and similar rights to any Proprietary Information assigned by Employee to the Company under this Agreement if (a) Employee refuses to perform those acts, or (b) is unavailable, within the meaning of any applicable laws.  Employee acknowledges that the grant of the foregoing power of attorney is coupled with an interest and shall survive the death or disability of Employee.  Employee shall promptly disclose to the Company, in confidence (a) all Proprietary Information that Employee creates during the term of this Agreement, and (b) all patent applications, copyright registrations or similar rights filed or applied for by Employee within six months after termination of this Agreement.  Any application for a patent, copyright registration or similar right filed by Employee within six months after termination of this Agreement shall be presumed to relate to Proprietary Information created by Employee during the term of this Agreement, unless Employee can prove otherwise.  Nothing contained in this Agreement shall be construed to preclude the Company from exercising all of its rights and privileges as sole and exclusive owner of all of the Proprietary Information owned by or assigned to the Company under this Agreement.  The Company, in exercising such rights and privileges with respect to any particular item of Proprietary Information, may decide not to file any patent application or any copyright registration on such Proprietary Information, may decide to maintain such Proprietary Information as secret and confidential, or may decide to abandon such Proprietary Information or dedicate it to the public.  Employee shall have no authority to exercise any rights or privileges with respect to the Proprietary Information owned by or assigned to the Company under this Agreement.
 
 
 

 
 
12. Business Opportunities.  During the term of this Agreement, if Employee (or any agent, employee, officer or independent contractor of or retained by Employee) becomes aware of, or develops, creates, invests, devises, conceives or discovers, any project, investment, venture, business or other opportunity (any of the preceding, an “Opportunity”) that is similar to, competitive with, related to or in the same field as the Company, or any project, investment, venture, or business of the Company, then Employee shall so notify the Company immediately in writing of such Opportunity and shall use Employee’s good-faith efforts to cause the Company to have the opportunity to invest in, participate in or otherwise become affiliated with such Opportunity.
 
13.  Miscellaneous.
 
13.1 Section Headings.  The section headings or captions in this Agreement are for convenience of reference only and do not form a part hereof, and do not in any way modify, interpret or construe the intent of the parties or affect any of the provisions of this Agreement.
 
13.2 Survival.  The obligations and rights imposed upon the parties hereto by  the provisions of this Agreement which relate to acts or events subsequent to the termination of this Agreement shall survive the termination of this Agreement and shall remain fully effective thereafter, including without limitation the obligations of Employee with to any Confidential Material under Section 10.
 
 
13.3 Arbitration.
 
(a)  
Any claim, dispute or other controversy (a “Controversy”) relating  to this Agreement shall be settled and resolved by binding arbitration in Los Angeles County, California before a single arbitrator under the Employment Rules of the American Arbitration Association (“AAA”) in effect at the time a demand for arbitration is made.  If there is any conflict between the AAA rules and this arbitration clause, this arbitration clause will govern and determine the rights of the parties.  The Parties to this Agreement (the “Parties”) shall be entitled to full discovery regarding the Controversy as permitted by the California Code of Civil Procedure.  The arbitrator’s decision on the Controversy shall be a final and binding determination of the Controversy and shall be fully enforceable as an arbitration award in any court having jurisdiction and venue over the Parties.  The arbitrator shall also award the prevailing Party any reasonable attorneys’ fees and reasonable expenses the prevailing Party incurs in connection with the arbitration, and the non-prevailing Party shall pay the arbitrator’s fees and expenses.  The arbitrator shall determine who the prevailing Party is.  Each Party also agrees to accept service of process for all arbitration proceedings in accordance with AAA’s rules.
 
 
 

 
 
(b)  
The obligation to arbitrate shall not be binding upon either party  with respect to requests for temporary restraining orders, preliminary injunctions or other procedures in a court of competent jurisdiction to obtain interim relief when deemed necessary by such court to preserve the status quo or prevent irreparable injury pending resolution by arbitration of the actual dispute between the Parties.
 
(c)  
The provisions of this Section shall be construed as independent of  any other covenant or provision of this Agreement; provided that, if a court of competent jurisdiction determines that any such provisions are unlawful in any way, such court shall modify or interpret such provisions to the minimum extent necessary to have them comply with the law.
 
(d)  
This arbitration provision shall be deemed to be self-executing and shall remain in full force and effect after expiration or termination of this Agreement.  In the event either party fails to appear at any properly noticed arbitration proceeding, an award may be entered against such party by default or otherwise notwithstanding said failure to appear.
 
13.4 Severability.  Should any one or more of the provisions of this Agreement  be determined to be illegal or unenforceable in any relevant jurisdiction, then such illegal or unenforceable provision shall be modified by the proper court, if possible, but only to the extent necessary to make such provision enforceable, and such modified provision and all other provisions of this Agreement shall be given effect separately from the provision or portion thereof determined to be illegal or unenforceable and shall not be affected thereby; provided that, any such modification shall apply only with respect to the operation of this Agreement in the particular jurisdiction in which such determination of illegality or unenforceability is made.
 
13.5 Waiver.  The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of any such provision, nor prevent such party thereafter from enforcing such provision or any other provision of this Agreement.  The rights granted both parties herein are cumulative and the election of one shall not constitute a waiver of such party’s right to assert all other legal remedies available under the circumstances.
 
13.6 Parties in Interest.  Nothing in this Agreement, except as expressly set  forth herein, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties to this Agreement and the successors, assigns and affiliates of the Company, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third person to any party to this Agreement, nor shall any provision give any third person any right of action over or against any party to this Agreement.
 
13.7 Assignment.  The rights and obligations under this Agreement shall be binding upon, and inure to the benefit of, the heirs, executors, successors and assigns of Employee and the Company.  Except as specifically provided in this Section 14, neither the Company nor Employee may assign this Agreement or delegate their respective responsibilities under this Agreement without the consent of the other party hereto. Upon the sale, exchange or other transfer of substantially all of the assets of the Company, the Company shall assign this Agreement to the transferee of such assets.  No assignment of this Agreement by the Company shall relieve the Company of, and the Company shall remain obligated to perform, its duties and obligations under this Agreement, including, without limitation, payment of the Base Compensation set forth in Section 5, above.
 
 
 

 
 
13.8 Attorneys’ Fees.  In the event of any Controversy, suit, action or arbitration to enforce any of the terms or provisions of this Agreement, the prevailing party shall be entitled to its reasonable attorneys’ fees and costs.  The foregoing entitlement shall also include attorneys’ fees and costs of the prevailing party on any appeal of a judgment and for any action to enforce a judgment.
 
13.9 Modification.  This Agreement may be modified only by a contract in writing executed by the party(ies) to this Agreement against whom enforcement of such modification is sought.
 
13.10 Prior Understandings.  This Agreement contains the entire agreement  between the parties to this Agreement with respect to the subject matter of this Agreement, is intended as a final expression of such parties’ agreement with respect to such terms as are included in this Agreement, is intended as a complete and exclusive statement of the terms of such agreement, and supersedes all negotiations, stipulations, understandings, agreements, representations and warranties, if any, with respect to such subject matter, which precede or accompany the execution of this Agreement.
 
13.11 Interpretation.  Whenever the context so requires in this Agreement, all words used in the singular shall be construed to have been used in the plural (and vice versa), each gender shall be construed to include any other genders, and the word “person” shall be construed to include a natural person, a corporation, a firm, a partnership, a joint venture, a trust, an estate or any other entity.
 
13.12 Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
13.13 Applicable Law.  This Agreement and the rights and obligations of the parties hereunder shall be construed under, and governed by, the laws of the State of Delaware without giving effect to conflict of law’s provisions.
 
13.14 Drafting Ambiguities.  Each party to this Agreement has reviewed and revised this Agreement.  Each party to this Agreement has had the opportunity to have such party’s legal counsel review and revise this Agreement.  The rule of construction that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or of any amendments or exhibits to this Agreement.
 
[Signature Page Follows]
 
 
 
 

 
 
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
 

 
EMPLOYEE:
 
       
 
By:
/s/ Yihong Yao  
 
Name:  
Yihong Yao  
       
       
 

CELLULAR BIOMEDICINE GROUP, INC.
 
 
       
 
By:
/s/ Wei (William) Cao  
 
Name:  
Wei (William) Cao  
  Title:   Chief Executive Officer  
       
 
 

 


Exhibit 99.2


Cellular Biomedicine Group Appoints Former MedImmune/AstraZeneca Senior Director, Yihong Yao, Ph.D., B.S., as Chief Scientific Officer
 
 
SHANGHAI, China and PALO ALTO, Calif., Aug. 11, 2015 (GLOBE NEWSWIRE) -- Cellular Biomedicine Group Inc. (CBMG) ("CBMG" or the "Company"), a biomedicine firm engaged in the development of effective stem cell therapies for degenerative diseases and immunotherapies for cancer, today announced the appointment of Yihong Yao, Ph.D., B.S. as Chief Scientific Officer. In this new position, Dr. Yao will spearhead the Company's overall scientific research programs in the areas of Immuno-Oncology and inflammatory/autoimmune diseases and will be responsible for strengthening the Company's Immuno-Oncology platforms and clinical trial design and bioinformatics.

"We are very pleased to welcome Dr. Yao and are confident that his extensive experience in translational science and companion diagnostics development at MedImmune/AstraZeneca and Abbott will continue to expand and enhance our best-in-class R&D enterprise. During his tenure at MedImmune/AstraZeneca, he successfully built a dynamic, interactive pharmacogenomics team that focused on patient disease segmentation, clinical biomarkers and especially companion diagnostics development for clinical assets in both the Immuno-Oncology and inflammatory/autoimmune fields," said Dr. William (Wei) Cao, Chief Executive Officer for the Company. "Dr. Yao brings to the Company's management team extensive working knowledge in translational medicine strategies as well as a scientific background that will support our research in both inflammatory/autoimmune and especially in the Immuno-Oncology fields. His experience in clinical trial design and clinical bioinformatics will be a great asset as we prepare to advance clinical trials for the Company's CD40LGVAX vaccine combination therapy for non-small cell lung cancer (NSCLC) and CAR-T assets in hematological and solid tumors."

"I am very impressed and excited by CBMG's product pipeline, innovative cellular medicine platforms, and state-of-the-art facilities. I feel honored to have the opportunity to work with CBMG's talented scientific research team to fulfill our mission to find new ways to develop and deliver innovative therapies for unmet medical needs in China, where 3.5 million new cancer patients are diagnosed each year. Together with the rest of the leadership team and all the employees of the Company, I am confident CBMG will make a social and economic impact towards deadly cancerous diseases as well as debilitating degenerative diseases," said Dr. Yao.

About Dr. Yihong Yao

Dr. Yao brings nearly twenty years of experience in the life sciences industry and academia with strong expertise in clinical biomarker discovery and development, strategy and personalized medicine.

Dr. Yao received his B.S. degree in Biochemistry from the Department of Biochemistry, Fu Dan University, Shanghai, China, a Master's Degree in bioinformatics from Boston University and his Ph.D. in Molecular Biology & Biochemistry from the Department of Biochemistry, University of Kansas, Lawrence, Kansas, USA. He completed his Postdoctoral Fellowship at Johns Hopkins University, School of Medicine, Baltimore, Maryland, USA. In addition to his strong academic background, he has over fifteen years of professional experience with pharmaceutical and biotechnology companies including MedImmune biologics research and development arm of AstraZeneca, and Abbott Bioresearch Center.

Dr. Yao is the co-inventor of twenty-six filed patents relating to tumor classification, degenerative muscle disease and autoimmune disease diagnostics and treatment. He has published over sixty papers in translational science peer-reviewed journals and has authored or co-authored two books on the subjects of inflammatory and autoimmune diseases and genomic biomarkers.

Dr. Yao is a frequently invited speaker and panelist for many international conferences on biomarkers, personalized medicine, miRNA, rheumatology and oncology.

About Cellular Biomedicine Group

Cellular Biomedicine Group, Inc. develops proprietary cell therapies for the treatment of certain degenerative and cancerous diseases. Our developmental Stem Cell and Immuno-Oncology projects are the result of research and development by scientists and doctors from China and the United States. Our flagship GMP facility in China, consisting of six 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
Vivian Chen
Managing Director Investor Relations, Grayling
+1 347 481-3711
vivian.chen@grayling.com

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