Attached files
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| EX-10.1 - BRIDGE LOAN AGREEMENT - Cellular Biomedicine Group, Inc. | cbmg_ex101.htm |
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): January 29,
2020
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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1345 Avenue of the Americas, Fl15
New York, NY
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10105
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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: (347) 905
5663
(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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☐
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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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Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001
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CBMG
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The Nasdaq Global Select Market
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Emerging
growth company ☐
If an
emerging growth company, indicate by check mark 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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
The
information called for by this item is contained in Item 2.03,
which is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
On January 28, 2020, the Board of Directors (the
“Board”) of the Company accepted the Special Committee
of the Board and its advisers’ recommendation to arrange a
bridge loan (the “Bridge Loan”) of sixteen million
dollars (U.S.$16,000,000) in accordance with a Bridge Loan
Agreement entered into with Winsor Capital Limited on January 28,
2020. TF Capital Ranok Ltd., an affiliate of Winsor Capital
Limited, is a member of the consortium that submitted a non-binding
going-private proposal to the Company on November 11, 2019. The
Bridge Loan Agreement is not conditioned upon the consortium bid.
The Bridge Loan will be provided in three tranches. The first
tranche of the Bridge Loan (“Tranche One,” in the
amount of US$7,000,000) will be provided on or before February 1,
2020, the second tranche of the Bridge Loan (“Tranche
Two,” in the amount of US$7,000,000) will be provided on or
before March 1, 2020 and the third tranche of the Bridge Loan
(“Tranche Three,” in the amount of US$2,000,000) will
be provided on or before April 1, 2020. The Company will repay all
unpaid principal amount together with the unpaid and accrued
interest payable for Tranche One on the earliest of (i) the date
falling nine (9) months from the date of a convertible promissory
note (the “Note”) issued pursuant to the terms of the
Bridge Loan Agreement, which is attached as Exhibit A to the Bridge
Loan Agreement, or (ii) the occurrence of an Event of Default (as
described in Section 6 of the Note) by converting and issuing to
the account holder all (but not part) of the outstanding amount
into the common stock of the Company at a conversion price equal to
the lower of (A) US$19.50 per share and (B) an amount representing
a 15% discount to the volume weighted average price over the
preceding 30 trading days prior to and including the Maturity Date
(as defined in the Note). If a consortium of investors acquires
100% of the shares of the Company or takes the Company private by
way of merger or otherwise (the “Acquisition”), at the
election of Winsor Capital Limited, all unpaid principal amount
together with the unpaid and accrued interest payable under all
tranches of the outstanding Bridge Loan may be converted into the
common stock of the Company at a conversion price equal to the
price per share payable in the Acquisition and issued to Winsor
Capital Limited and Section 3 (Repayment) of the Note shall not
apply.
The
securities will be issued in reliance on an exemption from
registration pursuant to Regulation S promulgated under Section
4(2) of the Securities Act of 1933, as amended, by the Securities
and Exchange Commission and Regulation D promulgated thereunder.
The issuances did not involve any public offering; no general
solicitation or general advertising was used in connection with the
offering.
A
copy of the Bridge Loan Agreement is attached as Exhibit 10.1 and
is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The
information called for by this item is contained in Item 2.03,
which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Bridge
Loan Agreement, dated January
28, 2020
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SIGNATURE
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.
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Cellular Biomedicine Group, Inc.
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Date:
January 29,
2020
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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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