Attached files
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| EX-16.1 - LETTER - Cellular Biomedicine Group, Inc. | cbmg_ex161.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 12, 2013 (August 26, 2013)
CELLULAR BIOMEDICINE GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-52282
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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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530 University Avenue, #17
Palo Alto, California
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94301
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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: (650) 566-5064
Not Applicable
(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 to the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrant’s Certifying Accountant
Effective August 26, 2013, Cellular Biomedicine Group, Inc. (the “Company”) dismissed its independent registered public accounting firm, Tarvaran Askelon & Company (“TAC”) effective immediately. The dismissal was approved by the Board of Directors (the “Board”) of the Company following the merger of Cellular Biomedicine Group, Ltd. with EastBridge Investment Group Corporation.
TAC’s report on the financial statements of the Company for the years ended December 31, 2011 and December 31, 2012 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2011 and December 31, 2012 and through August 26, 2013, there were (i) no disagreements with TAC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of TAC would have caused them to make reference to the subject matter of the disagreement(s) in connection with their report; (2) no "reportable events" as such term is defined in Item 304(a)(1)(v) of Regulation S-K except certain material weaknesses in the internal controls over financial reporting as disclosed in the Form 10-K for the fiscal year ended December 31, 2012, as amended.
The Company has provided TAC with a copy of the above disclosures prior to its filing with the Securities and Exchange Commission (the “SEC”), and has requested that TAC furnish a letter addressed to the SEC stating whether or not it agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of TAC’s response letter dated August 26, 2013 was inadvertently omitted from the original Form 8-K filed with the SEC on September 3, 2013. Accordingly, a copy of such letter is filed as Exhibit 16.1 to this Form 8-K/A.
Effective August 26, 2013, the Company engaged BDO USA, LLP (“BDO”) as the Company’s independent registered public accountant. The engagement was approved by the Board. Prior to August 26, 2013, the Company did not consult with BDO regarding (1) the application of accounting principles to a specified transaction, (2) the type of audit opinion that might be rendered on the Company’s financial statements, (3) written or oral advice provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue, or (4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
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Letter to the Securities and Exchange Commission from Tarvaran Askelon & Company dated August 26, 2013.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 12, 2013
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CELLULAR BIOMEDICINE GROUP, INC.
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By:
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/s/ Andrew Chan | |
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Name: Andrew Chan
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Title: Chief Financial Officer
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