Current Report Filing (8-k)
April 20 2016 - 5:14PM
Edgar (US Regulatory)
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): April 20, 2016 (April 15, 2016)
CELLULAR BIOMEDICINE GROUP, INC.
(Exact name of registrant as specified in its charter)
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.02 Unregistered Sales of Equity Securities.
On April 15, 2016, Cellular Biomedicine Group, Inc. (the “Company”) completed the second and final closing of a transaction (the “Financing”) with Wuhan Dangdai Science & Technology Industries Group Inc. (the “Investor”), pursuant to which the Company sold to the Investor 2,006,842 shares of the Company’s common stock, par value
$0.001 per share (the “Common Stock”), for approximately $38,130,000 in gross proceeds. As previously disclosed in a Current Report on Form 8-K filed on February 10, 2016, the Company conducted the initial closing of the Financing on February 4, 2016. The aggregate gross proceeds from both closings in the Financing totaled approximately $43,130,000. In the aggregate, 2,270,000 shares of Common Stock were issued in the Financing (the “Shares”).
In connection with the Financing, the Company has agreed to file a registration statement covering the resale of the Shares within 90 days of closing. The Company also granted to the Investor certain “piggy-back” registration rights, which are triggered at any time when there is not an effective registration statement covering all of the registrable securities
and the Company determines to prepare and file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), relating to an offering of the Company’s securities for the Company’s account or the account of a merger target (subject to certain exceptions, including but not limited to a registration statement on Form S-4 or Form S-8).
The issuance of the Shares was made in reliance on the exemption from registration provided by Regulation S under the Securities Act.
In connection with the Financing, the Company will pay a finder’s fee equal to 5% of the gross proceeds, which fee is payable either in cash from the gross proceeds of the Financing, in restricted shares of Common Stock, or a combination of both. Any portion of the fee paid in shares will be based on the per share purchase price in the Financing of $19 per share. The
issuance of any such shares to the finder will be made in reliance on the exemption from registration provided by Regulation S under the Securities Act.
Item 8.01.
Other Events.
On April 19, 2016, the Company issued a press release announcing the final closing of the Financing, 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.
(d) Exhibits
Exhibit No
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Description
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99.1
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Press Release, dated April 19, 2016
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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: April 20, 2016
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By:
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/s/ Bizuo (Tony) Liu
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Bizuo (Tony) Liu
Chief Executive Officer
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