Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): June 22,
2017
CELLULAR BIOMEDICINE GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-36498
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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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19925 Stevens Creek Blvd., Suite 100
Cupertino, California
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95014
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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: (408)
973-7884
(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 of the registrant
under any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant
is an emerging growth company as defined in in Rule 405 of
the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of
this chapter).
Emerging growth
company
☐
If an
emerging growth company, indicate by checkmark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
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Item 5.02 Departure 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 bioMérieux Shanghai Co., Ltd., including
Scientific Director, Asia Pacific Regional Business Manager and
Consultant of the Medical Affairs and R&D Department. While at
bioMérieux, Dr. Meng managed the company’s 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
bioMérieux, she served as a director of Shanghai Sunway
Biotech Co., Ltd.’s Research Department and a Senior
Scientist in the Beijing R&D 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 Mérieux
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
(Université Pierre et Marie Curie), France.
In
connection with Dr. Meng’s appointment, the Company entered
into an employment agreement (the “Agreement”) with Dr. Meng on June
22, 2017, the terms of which became effective immediately. Pursuant
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 Company’s 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. Meng’s 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. Meng’s 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 Company’s 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
executive’s principal office by more than 50 miles. Upon Dr.
Meng’s 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. Meng’s 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 pursuant 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. Meng’s appointment is
attached hereto as Exhibit 99.2.
Item 9.01. Financial Statements and
Exhibits.
(d)
Exhibits
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99.1
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Employment
Agreement, dated June 22, 2017, by and between the Company and Xia
Meng
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99.2
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Press
Release, dated June 26, 2017
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Cellular Biomedicine Group, Inc.
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Date:
June 28, 2017
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By:
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/s/ Bizuo
(Tony) Liu
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Bizuo
(Tony) Liu
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Chief
Executive Officer
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