CELLULAR BIOMEDICINE GROUP, INC. (NASDAQ:CBMG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
Securities Purchase Agreement
On January 30, 2018, Cellular Biomedicine Group, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors ( the “Investors”) to which the Company agreed to sell, and the Investors agreed to purchase from the Company, an aggregate of 1,714,324 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, at $17.80 per share, for total gross proceeds of approximately $30.5 million (the “Private Placement”).The closing of the Private Placement is expected to occur upon completion of customary closing conditions (the “Closing”).
to the Purchase Agreement, the Investors have the right to nominate one director to the board of directors of the Company to stand for election at the 2018 Annual Meeting of Stockholders.
Registration Rights Agreement
In connection with the Private Placement, the Company and the Investors entered into a Registration Rights Agreement (the “Registration Rights Agreement”) to which the Company has agreed, subject to certain exceptions set forth therein, to use commercially reasonable efforts to file a registration statement with the Securities and Exchange Commission (the “SEC”) on Form S-3 within 30 days of the Closing in order to cover the resale of the Shares. The Company has also agreed, among other things, to provide the Investors with piggyback registration rights (subject to certain conditions), indemnify the selling holders under the registration statement from certain liabilities and to pay all fees and expenses (excluding underwriting discounts and selling commissions) incident to the Company’s obligations under the Registration Rights Agreement.
The foregoing description of the Agreement and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of these agreements, forms of which are attached hereto as Exhibit 10.1 and 10.2, respectively, and are incorporated herein by reference.
The issuance of the Shares was made in reliance on the exemption from registration provided by Regulation D, Regulation S and Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”).
The securities sold and issued in connection with the Purchase Agreement are not registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements.
The foregoing description of the transaction is only a summary and is qualified in its entirety by reference to the transaction documents entered into in connection with the Private Placement, copies of which are filed herewith as Exhibits 10.1 and 4.1.
Item 3.02 Unregistered Sales of Equity Securities.
The information called for by this item is contained in Item 1.01, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
4.1
Registration Rights Agreement, dated January 30, 2018, by and among the Company, Wealth Map Holdings Limited, Earls Mill Limited, and Bosun S. Hau
10.1
Securities Purchase Agreement, dated January 30, 2018, by and among the Company, Wealth Map Holdings Limited, Earls Mill Limited, and Bosun S. Hau
Cellular Biomedicine Group, Inc. ExhibitEX-4.1 2 cmbg_ex41.htm REGISTRATION RIGHTS AGREEMENT Blueprint Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 30,…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.