Revised Proxy Soliciting Materials (definitive) (defr14a)
March 23 2017 - 3:49PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. 1)
Filed
by the Registrant ☑
Filed
by a Party other than the
Registrant ☐
Check
the appropriate box:
☐ Preliminary
Proxy Statement
☐ Confidential,
For Use of the Commission Only (As Permitted by Rule
14a-6(e)(2))
☑ Definitive
Proxy Statement
☐ Definitive
Additional Materials
☐ Soliciting
Material under Rule 14a-12
Cellular Biomedicine Group, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
☑ No
fee required
☐ Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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paid previously with preliminary materials.
☐ Check
box if any part of the fee is offset as provided by Exchange Act
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fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
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EXPLANATORY NOTE
This
Amendment No. 1 (this "Amendment") amends the Definitive Proxy
Statement (the "Proxy Statement") filed by Cellular Biomedicine
Group, Inc. (the "Company") with the Securities and Exchange
Commission on March 17, 2017. The Proxy Statement was filed
in connection with the Company's 2017 Annual Meeting of
Stockholders to be held on April 28, 2017 (the "Annual
Meeting").
This
Amendment is being filed to include Annex A, a copy of Amendment
No. 1 to the Company’s 2014 Equity Incentive Plan subject to
ratification at the Annual Meeting pursuant to Proposal 3 included
in the Proxy Statement, which was inadvertently excluded from the
Proxy Statement. No other changes are being made to the Proxy
Statement.
Annex
A
AMENDMENT NO. 1
TO
CELLULAR BIOMEDICINE GROUP, INC.
2014 EQUITY INCENTIVE PLAN
Effective as of [●], 2017*
WHEREAS
, Cellular Biomedicine Group, Inc. (the
“
Company
”)
sponsors and maintains the 2014 Equity Incentive Plan (the
“
Plan
”),
WHEREAS
, the Company initially authorized 1,200,000
shares of the Company’s common stock, par value $0.001 per
share (the “
Common
Shares
”), for issuance
under the Plan, subject to an annual 1% increase of the maximum
aggregate number of Common Shares available for issuance in the
prior year;
WHEREAS
, the Company’s Board of Directors (the
“
Board
”)
previously approved an amendment to the Plan to increase the base
number of Common Shares that may be issued under the Plan from
1,200,000 to 2,200,000 shares;
WHEREAS
, Section 14(a) of the Plan reserves to the
Board, subject to stockholder approval, as applicable, the right to
amend the Plan at any time and from time to
time;
NOW,
THEREFORE
, effective as of the
date first written above, the first sentence of Section 5(b)
of the Plan is hereby amended and restated in its entirety, to read
as follows:
(b)
Subject to Sections 3, 11 and 12 of this Plan, the Committee is
authorized to deliver under this Plan an aggregate of Two Million
Two Hundred Thousand (2,200,000) Common Shares.
Except
as expressly amended herein, the Plan and all of the provisions
contained therein shall remain in full force and
effect.
The
undersigned officer hereby certifies that the foregoing amendment
to the Plan was duly adopted and approved by the Board and the
Company’s stockholders effective as of the date first written
above.
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CELLULAR BIOMEDICINE GROUP, INC.
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By:
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Name:
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Bizuo
(Tony) Liu
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Title:
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Chief
Executive Officer
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*
Amendment No. 1
effective date shall be the date stockholder approval is
obtained.
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