CELLULAR BIOMEDICINE GROUP, INC. (NASDAQ:CBMG) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01.
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 21, 2019, Cellular Biomedicine Group, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. and Robert W. Baird & Co. Incorporated, as representatives of the several underwriters set forth therein (collectively, the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 1,029,412 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an offering price to the public of $17.00 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 154,411 shares of Common Stock.
The Shares will be issued to the Company’s currently effective shelf registration statement on Form S-3 and an accompanying prospectus (Registration Statement No. 333-210337) filed with the Securities and Exchange Commission (the “Commission”), which was declared effective by the Commission on June 17, 2016 (the “Registration Statement”), and a preliminary prospectus supplement filed and a final prospectus supplement to be filed with the Commission in connection with the Offering. The closing of the offering is expected to take place on or about March 25, 2019, subject to the satisfaction of customary closing conditions.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the opinion of Ellenoff Grossman & Schole LLP relating to the validity of the issuance and sale of the Shares in the Offering is attached as Exhibit 5.1 hereto.
On March 21, 2019, the Company issued a press release announcing that it had priced an underwritten offering of its Common Stock.A copy of the press release is attached hereto as Exhibit99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the Offering, the Company will file a final prospectus supplement to the Registration Statement. The final prospectus supplement will describe certain elements of the Company’s business strategy, preclinical and clinical pipeline, industry information and certain additional risk factors, including those attached as Exhibit 99.2 and incorporated by reference herein.
The disclosures on this Current Report on Form8-K shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
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Underwriting Agreement, dated March 21, 2019, by and among Cellular Biomedicine Group, Inc., Cantor Fitzgerald& Co. and Robert W. Baird & Co. Incorporated, as representatives of the several underwriters |
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Opinion of Ellenoff Grossman & Schole LLP |
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23.1 |
Consent of Ellenoff Grossman & Schole LLP (contained in Exhibit 5.1) |
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Press Release, dated March 21, 2019 |
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99.2 |
Additional Business Information |
Cellular Biomedicine Group, Inc. Exhibit
EX-1.1 2 cbmg_ex1-1.htm UNDERWRITING AGREEMENT Blueprint Exhibit 1.1 CELLULAR BIOMEDICINE GROUP,…
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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.