CELLULAR BIOMEDICINE GROUP, INC. (NASDAQ:CBMG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors of Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June 22, 2017, Dr. Meng Xia was appointed as the Chief
Operating Officer of Cellular Biomedicine Group, Inc. (the
Company), effective immediately.
Dr. Meng has over 18 years of experiences in biopharmaceutical
and biotechnological industries, including research and
development, product development, marketing, sales, business and
management in both domestic and international companies. She
served as Vice President of Wuhan Dangdai Science Technology
Industry Group (Dangdai) from June 2016 to June 2017, where she
was in charge of international investments and acquisitions.
Dangdai is a principal stockholder of the Company and, until her
appointment as Chief Operating Officer of the company, Dr. Meng
was designated by Dangdai as a board observer of the Company. Dr.
Meng previously served as Chief Executive Officer and a director
of Transgene Tasly (Tianjin) Biopharmaceutical Co., Ltd. from
July 2010 to May 2016, where she managed strategies
implementation and daily operations. Dr. Meng also worked at
Transgene Biopharmaceutical Technology (Shanghai) Co., Ltd. from
December 2011 and May 2016 as General Manager and a director,
where she managed research and development of clinical integrated
translational medicines for cancers and infectious diseases. From
June 2004 to May 2016, Dr. Meng held various positions at
bioMrieux Shanghai Co., Ltd., including Scientific Director, Asia
Pacific Regional Business Manager and Consultant of the Medical
Affairs and RD Department. While at bioMrieux, Dr. Meng managed
the companys oncology research and development activities and
related strategic partnerships in the Asia Pacific region.
Transgene and bioMerieux are sister companies under the group of
Institut Merieux. Prior to bioMrieux, she served as a director of
Shanghai Sunway Biotech Co., Ltd.s Research Department and a
Senior Scientist in the Beijing RD Center of Novo Nordisk.
Dr. Meng has been leading two rounds of viral vector therapeutics
product developments in China and has gained experience managing
the entire product development process. She also has experience
successfully completing two IND applications with the China Food
and Drug Administration.
In addition to her private sector experience, Dr. Meng has held
positions at a number of academic institutions. She was Head of
the Fudan University Shanghai Cancer Center – Institut Mrieux
Laboratory from September 2010 to May 2016. She also had over 10
years of research experience at INSERM and Curie Institute of
France, both well recognized laboratories in basic research. Dr.
Meng holds a B.S. degree and a M.S. degree from Wuhan University,
China, and a Ph.D. degree from the University of Paris VI
(Universit Pierre et Marie Curie), France.
In connection with Dr. Mengs appointment, the Company entered
into an employment agreement (the Agreement) with Dr. Meng on
June 22, 2017, the terms of which became effective immediately.
to the Agreement, Dr. Meng will receive an annual base salary of
RMB 1,200,000.00 (approximately $175,487). Such annual salary
will be reviewed annually by the Company and may be changed at
the sole discretion of the Company. Dr. Meng was also granted an
initial award consisting of 26,500 nonqualified stock options,
26,500 time sensitive restricted stock units and 27,000 stock
price sensitive restricted stock units under the Companys
long-term incentive plan.
The term of the Agreement is effective as of June 22, 2017 (the
Effective Date) and will end on June 21, 2021 (the Initial Term).
After the Initial Term, Dr. Mengs employment will be
automatically extended by an additional 12 months (each, an
Extension) ending on each anniversary of the Effective Date
unless either party provides the other party with 30 days notice
of non-renewal prior to the expiration of an Extension.
Prior to the expiration of the Initial Term or an Extension, the
Agreement can be terminated by the Company with or without cause
or upon Dr. Mengs death or disability. Cause, as defined in the
Agreement, includes, but is not limited to, (i) material and
intentional breach of the agreement, (ii) willful and continued
failure to substantially perform duties, (iii) intentional
misconduct, (iv) conviction or indictment for felonies, (v)
intentional or knowing violation of antifraud provisions of
securities laws, (vi) current use or abuse of illegal substance
that affects performance, and (vii) knowing and material
violations of the Companys code of ethics. Additionally, Dr. Meng
may terminate the Agreement for any reason after the Initial Term
or at any time for good reason. Good reason, as defined in the
Agreement, includes a material deduction in base salary and
relocation of an executives principal office by more than 50
miles. Upon Dr. Mengs voluntary termination without good reason,
termination by the Company for cause or non-renewal, Dr. Meng
will not be entitled to a base salary or any right to participate
in benefit plans after such termination. If the employment is
terminated by Dr. Meng for good reason or by the Company without
cause, subject to certain conditions, she will be entitled to
twice of her base salary immediately prior to such termination
and bonus for certain period set forth in the Agreement as well
as health insurance coverage for 12 months after such
termination.
The Agreement includes non-solicitation and non-competition
provisions that will apply during Dr. Mengs employment and for a
period of two years following termination.
No family relationship exists between Dr. Meng and any of the
Company’s directors or other executive officers. There are no
arrangements between Dr. Meng and any other person to which she
was appointed as an officer of the Company. There are no
transactions to which the Company is or was a participant and in
which Dr. Meng has a material interest subject to disclosure
under Item 404(a) of Regulation S-K.
The foregoing descriptions of the Agreement do not purport to be
complete and are qualified in their entirety by reference to the
complete text of such Agreement, which is incorporated herein by
reference and attached hereto as Exhibit 99.1. Additionally, a
copy of the Press Release announcing Dr. Mengs appointment is
attached hereto as Exhibit 99.2.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
99.1 |
Employment Agreement, dated June 22, 2017, by and between the Company and Xia Meng |
|
99.2 |
Press Release, dated June 26, 2017 |
Cellular Biomedicine Group, Inc. ExhibitEX-99.1 2 cbmg_ex991.htm EMPLOYMENT AGREEMENT,…To view the full exhibit click here
About CELLULAR BIOMEDICINE GROUP, INC. (NASDAQ:CBMG)
Cellular Biomedicine Group, Inc. (CBMG) is a biomedicine company. The Company is engaged in the development of treatments for cancerous and degenerative diseases utilizing cell-based technologies. The Company operates in Biomedicine Cell Therapy segment. The Company’s technology includes platforms, such as Immune Cell therapy for treatment of broad range of cancers using Vaccine, T Cells Receptor (TCR) clonality analysis technology and T Central Memory Cell (Tcm) preparation methodologies, Chimeric Antigen Receptor T cell (CAR-T), and human adipose-derived mesenchymal progenitor cells (haMPC) for treatment of joint and autoimmune diseases, with primary research and manufacturing facilities in China. It is focused on developing and marketing cell-based therapies based on its cellular platforms, to treat serious chronic and degenerative diseases, such as cancer, orthopedic diseases, including osteoarthritis and tissue damage, various inflammatory diseases and metabolic diseases.