Blueprint
Filed Pursuant to 424(b)(5)
Registration No. 333-210337
The information in this preliminary prospectus supplement and the
accompanying prospectus is not complete and may be changed. A
registration statement relating to these securities has been
declared effective by the Securities and Exchange Commission. This
preliminary prospectus supplement and the accompanying prospectus
are not an offer to sell nor do they solicit an offer to buy these
securities in any jurisdiction where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED MARCH 20, 2019
PRELIMINARY PROSPECTUS SUPPLEMENT
(To
Prospectus Dated June 17, 2016)
Shares
Common Stock
We are
offering
shares of our common stock.
Our
common stock is listed on The Nasdaq Global Market under the symbol
“CBMG.” The last reported sale price of our common
stock on March 19, 2019 was $18.01.
Investing
in our securities involves a high degree of risk. You should review
carefully the risks and uncertainties described under the heading
“Risk Factors” beginning on page S-4, and under similar
headings in the other documents that are incorporated by reference
into this prospectus supplement and the accompanying prospectus
before making a decision to purchase our securities.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
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Public Offering
Price
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$
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$
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Underwriting
Discount and Commissions(1)
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$
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$
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Proceeds to
Cellular Biomedicine Group, Inc. (before expenses)
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$
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$
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(1)
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See
“Underwriting” beginning on page S-8 of this prospectus
supplement for additional information regarding the compensation
payable to the underwriters.
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Delivery
of the shares of common stock is expected to be made on or about
,
2019. We have granted the underwriters an option for a period of 30
days to purchase up to an additional
shares
of our common stock. If the underwriters exercise the option in
full, the total underwriting discounts and commissions payable by
us will be $
and
the total proceeds to us, before expenses, will be
$ .
Joint
Book-Running Managers
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Cantor
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Baird
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The date of this prospectus supplement
is ,
2019.
TABLE OF
CONTENTS
Prospectus Supplement
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Page
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About
this Prospectus Supplement
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S-ii
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Cautionary Statement Regarding Forward-Looking
Statements
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S-iii
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Prospectus
Supplement Summary
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S-1
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The
Offering
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S-3
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Risk
Factors
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S-4
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Use
of Proceeds
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S-5
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Capitalization
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S-6
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Dilution
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S-7
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Underwriting
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S-8
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Legal
Matters
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S-15
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Experts
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S-15
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Where
You Can Find More Information
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S-15
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Prospectus
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Page
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About
This Prospectus
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1
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Cautionary
Note Regarding Forward-Looking Statements
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2
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About
Cellular Biomedicine Group, Inc.
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3
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Risk
Factors
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4
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Use
of Proceeds
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5
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Plan
of Distribution
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6
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Description
of Securities We May Offer
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9
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Forms
of Securities
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19
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Legal
Matters
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21
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Experts
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21
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Where
You Can Find More Information
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21
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Incorporation
of Certain Information by Reference
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21
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ABOUT THIS PROSPECTUS SUPPLEMENT
This
document is in two parts. The first part is this prospectus
supplement, which describes the terms of this offering of common
stock and related matters. The second part is the accompanying
prospectus, which gives more general information, some of which may
not apply to this offering of common stock. To the extent the
information contained in this prospectus supplement differs or
varies from the information contained in the accompanying
prospectus or any document incorporated by reference, the
information in this prospectus supplement shall
control.
This
prospectus supplement is part of a registration statement that we
filed with the Securities and Exchange Commission, or SEC, using a
“shelf” registration process. Under the shelf
registration process, we may from time to time offer and sell any
combination of the securities described in the accompanying
prospectus up to a total dollar amount of $150,000,000, of which
this offering is a part.
You should rely
only on the information we have provided or incorporated by
reference in this prospectus supplement, the accompanying
prospectus and any free writing prospectus prepared by us or on our
behalf. If anyone provides you
with different or inconsistent information, you should not rely on
it. We are not, and the underwriter is not, making an offer to sell
or soliciting an offer to buy these securities under any
circumstance in any jurisdiction where the offer or solicitation is
not permitted. Youshould assume that the information contained in
this prospectus supplement, the accompanying prospectus and any
free writing prospectus prepared by us or on our behalf is accurate
only as of the date of the respective document in which the
information appears, and that any information in documents that we
have incorporated by reference is accurate only as of the date of
the document incorporated by reference, regardless of the time of
delivery of this prospectus supplement or any sale of a security.
Our business, financial condition, results of operations and
prospects may have changed since those dates.
It is important for you to read and consider all
of the information contained in this prospectus supplement and the
accompanying prospectus in making your investment decision. We
include cross-references in this prospectus supplement and the
accompanying prospectus to captions in these materials where you
can find additional related discussions. The table of contents in
this prospectus supplement provides the pages on which these
captions are located. You should read both this prospectus
supplement and the accompanying prospectus, together with the
additional information described in the sections entitled
“Where You Can Find More Information” and
“Incorporation by Reference” of this prospectus
supplement, before investing in our common stock.
We are offering to sell, and seeking offers to
buy, shares of common
stock only in jurisdictions where offers and sales are
permitted. The distribution of this prospectus supplement and the
accompanying prospectus and the offering of
the common stock in
certain jurisdictions may be restricted by law. Persons outside the
United States who come into possession of this prospectus
supplement and the accompanying prospectus must inform themselves
about, and observe any restrictions relating to, the offering of
the common stock and
the distribution of this prospectus supplement and the accompanying
prospectus outside the United States. This prospectus supplement
and the accompanying prospectus do not constitute, and may not be
used in connection with, an offer to sell, or a solicitation of an
offer to buy, any securities offered by this prospectus supplement
and the accompanying prospectus by any person in any jurisdiction
in which it is unlawful for such person to make such an offer or
solicitation.
In
this prospectus supplement and the accompanying prospectus, we rely
on and refer to information and statistics regarding our industry.
We obtained this statistical, market and other industry data and
forecasts from publicly available information. While we believe
that the statistical data, market data and other industry data and
forecasts are reliable, we have not independently verified the
data.
In this
prospectus supplement and the accompanying prospectus, unless
otherwise indicated, the terms “Cellular Biomedicine Group,
Inc.,” “CBMG,” the “Company,”
“we,” “us,” and “our” refer and
relate to Cellular Biomedicine Group, Inc. and its consolidated
subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus supplement, the accompanying prospectus and the
documents incorporated by reference in these documents contain
forward-looking statements. Any statements contained, or
incorporated by reference, in this prospectus supplement and the
accompanying prospectus that are not statements of historical fact
may be forward-looking statements. Words such as, but not limited
to, “believe,” “expect,”
“anticipate,” “intends,”
“estimate,” “forecast,”
“project,” or the negative of these terms and
similar expressions or words, identify forward-looking statements.
Forward-looking statements are based upon current expectations that
involve risks, changes in circumstances and uncertainties, which
may cause our actual results, performance or achievements to be
materially different from those expressed or implied by
forward-looking statements.
A
variety of factors, some of which are outside our control, may
cause our operating results to fluctuate significantly. They
include:
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our
anticipated cash needs and our estimates regarding our anticipated
expenses, capital requirements and our needs for additional
financings;
●
the
success, cost and timing of our product development activities and
clinical trials;
●
our
ability and the potential to successfully advance our technology
platform to improve the safety and effectiveness of our existing
product candidates; the
potential for our identified research priorities to advance our
cancer and degenerative disease technologies;
●
our
ability to obtain drug designation or breakthrough status for our
product candidates and any other product candidates, or to obtain
and maintain regulatory approval of our product candidates, and any
related restrictions, limitations and/or warnings in the label of
an approved product candidate;
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the
ability to generate or license additional intellectual property
relating to our product candidates;
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regulatory
developments in China, United States and other foreign
countries;
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the potential of
the technologies we are developing;
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fluctuations
in the exchange rate between the U.S. dollars and the Chinese
Yuan;
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the
changes associated with our move to the new Zhangjiang building in
Shanghai;
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our
plans to continue to develop our manufacturing facilities;
and
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the
additional risks, uncertainties and other factors described under
the caption “Risk Factors” in this prospectus
supplement and the accompanying prospectus.
All written and
verbal forward-looking statements attributable to us or any person
acting on our behalf are expressly qualified in their entirety by
the cautionary statements contained or referred to in this section.
We caution investors not to rely on the forward-looking statements
we make or that are made on our behalf as predictions of future
events. We undertake no obligation, and specifically decline any
obligation, to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
This
prospectus supplement, the accompanying prospectus and the
documents incorporated by reference herein and therein include
statistical and other industry and market data that we obtained
from industry publications and research, surveys and studies
conducted by third parties. Industry publications and third-party
research, surveys and studies generally indicate that their
information has been obtained from sources believed to be reliable,
although they do not guarantee the accuracy or completeness of such
information. While we believe these industry publications and
third-party research, surveys and studies are reliable, we have not
independently verified such data.
In
addition, you should refer to the sections of this prospectus
supplement and the accompanying prospectus entitled “Risk
Factors” as well as the documents we have incorporated by
reference for a discussion of other important factors that may
cause our actual results to differ materially from those expressed
or implied by our forward-looking statements. As a result of these
factors, we cannot assure you that the forward-looking statements
in this prospectus supplement will prove to be accurate.
Furthermore, if our forward-looking statements prove to be
inaccurate, the inaccuracy may be material. In light of the
significant uncertainties in these forward-looking statements, you
should not regard these statements as a representation or warranty
by us or any other person that we will achieve our objectives and
plans in any specified time frame, or at all.
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PROSPECTUS SUPPLEMENT SUMMARY
The following summary provides an overview of selected information
contained elsewhere in this prospectus supplement and the
accompanying prospectus and does not contain all of the information
you should consider before making your investment decision. Before
investing in our common stock, you should carefully read this
entire prospectus supplement and the accompanying prospectus and
the information incorporated herein and therein by reference,
including our financial statements and the related notes included
or incorporated by reference into this prospectus supplement and
the accompanying prospectus. You should also consider, among other
things, the matters described under “Risk Factors”
beginning on page S-4 and “Management's Discussion and
Analysis of Financial Condition and Results of Operations” in
each case included or incorporated by reference in this prospectus
supplement and the accompanying prospectus and the information
incorporated herein and therein by reference.
In this prospectus supplement and the accompanying prospectus,
unless otherwise indicated, the terms “Cellular Biomedicine
Group, Inc.,” “CBMG,” the “Company,”
“we,” “us,” and “our” refer and
relate to Cellular Biomedicine Group, Inc. and its consolidated
subsidiaries.
Overview
We
are a clinical-stage biopharmaceutical company committed to using
our proprietary cell-based technologies to develop immunotherapies
for the treatment of cancer and stem cell therapies for the
treatment of degenerative diseases. Our focus is to reduce the
aggregate cost and ensure quality products of cell therapies by
leveraging our innovative manufacturing and process optimization
capabilities for the development of our internal proprietary cell
therapy based pipeline and our ability to partner with leading cell
therapy companies seeking manufacturing capabilities for global
collaborative partnerships.
The
manufacturing and delivery of cell therapies involve complex,
integrated processes, comprised of harvesting T cells from
patients, T cell isolation, activation, viral vector transduction
and GMP grade purification. We use a semi-automated, fully closed
system and self-made high quality viral vector for our cell therapy
manufacturing, which enables us to reduce the aggregate cost of
cell therapies. Additionally, this system has the ability to scale
for commercial supply at an economical cost. Our technology
includes two major cell platforms:
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Immune
cell therapy for treatment of a broad range of cancer indications
using Chimeric Antigen Receptor modified T cells (CAR-T), genetic
modified T-cell receptors (TCRs) and next generation
neoantigen-reactive tumor infiltrating lymphocytes (TIL) for
treatment of cancer; and
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Human
adipose-derived mesenchymal progenitor cells (haMPC) for treatment
of joint diseases.
Our
primary target market is China, where we believe that our
cell-based therapies will be able to help patients with high unmet
medical needs. We also plan to submit investigational new drug
applications to the United States Food and Drug Administration in
order to conduct clinical trials in the United States of our solid
tumor clinical assets. We have been approved by the National
Medical Products Administration, or NMPA, in China to initiate a
Phase II clinical trial of AlloJoin™, our allogenic haMPC
therapy for the treatment of knee osteoarthritis, which represents
the first stem cell drug application approved by the NMPA for a
Phase II clinical trial in knee osteoarthritis since the NMPA
clarified its cell therapy regulations in December 2017. We also
have initiated patient recruitment in China for our Phase I
clinical trial of our B cell maturation antigen, or anti-BCMA,
CAR-T therapy for the treatment of multiple myeloma. We continue to
develop our preclinical programs and intend to initiate Phase I
clinical trials in China in at least seven different programs by
the fourth quarter of 2019.
In
addition to our own internal pipelines, we have formed partnerships
with other cell therapy focused companies as it pertains to their
technology and platform’s access into the Chinese market. We
believe that our focus on process improvement and creating cost
savings on cell therapy manufacturing will enable us to collaborate
with those firms as they enter into the Chinese market. In
September 2018, we entered into a license and collaboration
agreement with Novartis to manufacture and supply their CAR-T cell
therapy Kymriah® in China. Pursuant to that agreement, we also
gave Novartis a worldwide license to certain of our CAR-T
intellectual property for the development, manufacturing and
commercialization of CAR-T product candidates. We also have
partnered with the National Cancer Institute and Augusta
University.
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Pipeline
Our
clinical and preclinical pipeline, including stage of clinical
development in China, is set forth below:
** In December 2017, the NMPA issued trial guidelines concerning
development and testing of cell therapy products in China. The NMPA
has approved our Phase I IND application under the new regulation.
We plan to start our Phase II clinical trial as soon as
practicable.
* Although we completed our Phase IIb study prior to the
NMPA’s new cell therapy regulations, we have not yet filed a
new IND under the new regulation. We plan to apply for IND under
the new regulation as soon as practicable.
Corporate
Information
Our
predecessor company, EastBridge Investment Group Corporation, was
incorporated in Arizona on June 25, 2011. On January 18, 2013, we
completed a reincorporation from the State of Arizona to the State
of Delaware and changed our name to Cellular Biomedicine Group,
Inc. Our principal executive offices are located at 1345
Avenue of the Americas, 15th Floor, New York,
New York 10105. Our telephone number is: (347) 905-5663. Our
website address is www.cellbiomedgroup.com. The information
contained on our website is not a part of, and should not be
construed as being incorporated by reference into, this prospectus
supplement or the accompanying prospectus or in deciding whether to
purchase shares of our common stock.
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THE OFFERING
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Common
stock offered by us
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shares
of common stock.
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Option
to purchase additional shares
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We have
granted the underwriters an option for a period of up to 30 days
from the date of this prospectus supplement to purchase up
to
additional shares of common stock at the public offering price less
the underwriting discounts and commissions.
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Offering
price
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per
share of common stock.
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Common
stock to be outstanding after this offering
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shares
(or
shares
if the underwriters exercise in full their option to purchase
additional shares).
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Use of
Proceeds
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We
intend to use the net proceeds from this offering for preclinical
studies, clinical trials, continued technology platform
development, working capital and general corporate purposes. We may
also use a portion of the net proceeds to acquire or invest in
businesses, products or technologies that we believe are
complementary to our own. See the section titled “Use of
Proceeds.”
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Risk
Factors
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You
should read the “Risk Factors” section of this
prospectus supplement and in the documents incorporated by
reference in this prospectus supplement and the accompanying
prospectus for a discussion of factors to consider before deciding
to purchase shares of our common stock.
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Nasdaq
Global Market symbol
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“CBMG”
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The number of shares of our common stock
outstanding is based on 18,119,282 shares of our common stock
outstanding as of December 31, 2018 and after this offering, and excludes the
following:
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296,847
shares of our common stock issuable upon exercise of stock options
outstanding under our 2011 Incentive Stock Option Plan, which had a
weighted average exercise price of $7.32 per share;
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566,213
shares of our common stock issuable upon exercise of stock options
outstanding under our 2013 Stock Incentive Plan, which had a
weighted average exercise price of $8.45 per share;
and
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965,806
shares of our common stock issuable upon exercise of stock options
outstanding under our 2014 Stock Incentive Plan, which had a
weighted average exercise price of $16.31 per share, and 227,951
shares of our common stock outstanding under our 2014 Stock
Incentive Plan subject to vest before November 13,
2021.
Unless
otherwise indicated, all information in this prospectus supplement
assumes:
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that
the underwriters do not exercise their option to purchase up to
additional
shares of our common stock; and
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no
exercise of the outstanding options described above.
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RISK FACTORS
An investment in our common stock involves a high degree of risk.
You should carefully consider the risks described under “Risk
Factors” in our most recent Annual Report on Form 10-K, and
all of the other information contained in this prospectus
supplement and the accompanying prospectus, and incorporated by
reference into this prospectus supplement and the accompanying
prospectus, including our financial statements and related notes,
before investing in our common stock. If any of the possible events
described below or in those sections actually occur, our business,
business prospects, cash flow, results of operations or financial
condition could be harmed, the trading price of our common stock
could decline, and you might lose all or part of your investment in
our common stock. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also impair
our operations and results.
Risks Related to This Offering and Our Common Stock
We may allocate our cash and cash equivalents, including the
proceeds from this offering, in ways that you and other
stockholders may not approve.
Our
management has broad discretion in the application of our cash,
cash equivalents and marketable securities, including the proceeds
from this offering. Because of the number and variability of
factors that will determine our use of our cash and cash
equivalents, their ultimate use may vary substantially from their
currently intended use. Our management might not apply our cash and
cash equivalents in ways that ultimately increase the value of your
investment. We expect to use of our cash and cash equivalents to
fund our clinical trials and clinical development, and the
remainder for working capital and other general corporate purposes.
The failure by our management to apply these funds effectively
could harm our business. Pending their use, we may invest our cash
and cash equivalents in short-term, investment-grade,
interest-bearing securities. These investments may not yield a
favorable return to our stockholders. If we do not invest or apply
our cash and cash equivalents, including the proceeds from this
offering, in ways that enhance stockholder value, we may fail to
achieve expected financial results, which could cause our stock
price to decline.
You will experience immediate and substantial
dilution.
The
offering price per share in this offering may exceed the net
tangible book value per share of our common stock outstanding prior
to this offering. Based on
shares
of our common stock being sold at the public offering price of
$ per share, for
aggregate gross proceeds of approximately
$ million, and
after deducting underwriting discounts and commissions and
estimated aggregate offering expenses payable by us, you will
experience immediate dilution of
$ per share,
representing the difference between our as adjusted net tangible
book value per share as of December 31, 2018 after giving effect to
this offering and the public offering price. In addition, we are
not restricted from issuing additional securities in the future,
including shares of common stock, securities that are convertible
into or exchangeable for, or that represent the right to receive,
common stock or substantially similar securities. The issuance of
these securities may cause further dilution to our stockholders.
The exercise of outstanding stock options and the vesting of
outstanding restricted stock units may also result in further
dilution of your investment. See the section entitled
“Dilution” on page S-7 below for a more detailed
illustration of the dilution you may incur if you participate in
this offering.
We do not intend to pay cash dividends.
We
do not anticipate paying cash dividends on our common stock in the
foreseeable future. We may not have sufficient funds to legally pay
dividends. Even if funds are legally available to pay dividends, we
may nevertheless decide in our sole discretion not to pay
dividends. The declaration, payment and amount of any future
dividends will be made at the discretion of the board of directors,
and will depend upon, among other things, the results of our
operations, cash flows and financial condition, operating and
capital requirements, and other factors our board of directors may
consider relevant. There is no assurance that we will pay any
dividends in the future, and, if dividends are declared, there is
no assurance with respect to the amount of any such
dividend.
A
substantial number of shares of our common stock could be sold into
the public market in the near future, which could depress our stock
price.
Sales
of substantial amounts of our common stock in the public market
could reduce the prevailing market prices for our common stock.
Substantially all of our outstanding common stock are eligible for
sale as are common stock issuable under vested and exercisable
stock options. If our existing stockholders sell a large number of
shares of our common stock, or the public market perceives that
existing stockholders might sell shares of common stock, the market
price of our common stock could decline significantly. These sales
might also make it more difficult for us to sell equity securities
at a time and price that we deem appropriate.
Risks Related to our Business
Certain of our clinical studies are not registered with relevant
authorities.
Under
the trial guidelines concerning development and testing of cell
therapy products issued in December 2017, an applicant of the
clinical trial of the said cell therapy products can propose the
phases of the clinical trial and the trial plan by itself, instead
of the application of the traditional phases I, II and III of a
clinical trial. Certain of our clinical studies initiated or
sponsored or being initiated or being sponsored by our PRC
subsidiaries have not been duly registered or filed by our clinical
trial partner’s with, or have been issued the approval by,
the NMPA (National Medical Products Administration) or the National
Health Commission of the PRC in accordance with then-applicable PRC
Law. All clinical studies on trials conducted in China must be
approved, registered or filed and conducted at hospitals accredited
by the NMPA and any failure of the hospitals to register or file
the clinical studies with the NMPA may result in delays or
interruptions to such clinical studies or trials. There remain
uncertainties regarding the interpretation and application of PRC
Laws on our clinical studies and these factors could adversely
affect the timing of the clinical studies, the timing of receipt
and reporting of clinical data, the timing of Company-sponsored IND
filings, and our ability to conduct future planned clinical
studies, and any of the above could have a material adverse effect
on our business.
USE OF PROCEEDS
We
estimate that the net proceeds from the public sale of
shares
of our common stock in this offering will be approximately
$ million, or
approximately $
million if the underwriters exercise in full their option to
purchase additional shares of common stock, based on the public
offering price of
per share, after
deducting the underwriting discounts and commissions and estimated
offering expenses payable by us.
We
intend to use the net proceeds from this offering, together with
such existing cash resources, for preclinical studies, clinical
trials, technology platform development, working capital and other
general corporate purposes. This expected use of net proceeds from
this offering represents our intentions based upon our current
plans and business conditions, which could change in the future as
our plans and business conditions evolve. We may also use a portion
of the net proceeds to acquire or invest in businesses, products or
technologies that we believe are complementary to our own, although
we are not currently planning or negotiating any such transactions.
We have not yet determined the amount of net proceeds to be used
specifically for any of the foregoing purposes. Accordingly, our
management will have significant discretion and flexibility in
applying the net proceeds from the sale of these securities.
Pending any use, as described above, we intend to invest the net
proceeds in high-quality, short-term, interest-bearing
securities.
CAPITALIZATION
The
following table sets forth our capitalization as of December 31,
2018:
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on an actual basis;
and
●
on an as adjusted
basis to give effect to the issuance and sale by us of
shares
of common stock in this offering, and the receipt of the net
proceeds from the sale of these shares, at the public offering
price of $
, after
deducting underwriting discounts and commissions and estimated
offering expenses payable by us.
You
should read this table in conjunction with the sections titled
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and our financial
statements and related notes appearing in our most recent Annual
Report on Form 10-K, which are incorporated by reference in
this prospectus supplement and the accompanying
prospectus.
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Stockholders’
equity:
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Preferred stock,
$0.001 par value, 50,000,000 shares authorized, none issued and
outstanding as of December 31, 2018, actual and as
adjusted
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$-
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$-
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Common stock,
voting, $0.001 par value; 300,000,000 authorized and 19,120,781
shares issued and 18,119,282 shares issued and outstanding,
actual;
shares issued and outstanding, as adjusted
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19,121
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Treasury
stock
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(13,953,666)
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Additional paid-in
capital
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250,604,618
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Accumulated other
comprehensive loss
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(1,469,192)
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Accumulated
deficit
|
(149,982,489)
|
|
|
|
|
Total
stockholders’ equity
|
85,218,392
|
|
|
|
|
Total
capitalization
|
$85,218,392
|
$
|
The
number of shares in the table above excludes:
●
296,847
shares of our common stock issuable upon exercise of stock options
outstanding under our 2011 Incentive Stock Option Plan, which had a
weighted average exercise price of $7.32 per share;
●
566,213
shares of our common stock issuable upon exercise of stock options
outstanding under our 2013 Stock Incentive Plan, which had a
weighted average exercise price of $8.45 per share;
and
●
965,806
shares of our common stock issuable upon exercise of stock options
outstanding under our 2014 Stock Incentive Plan, which had a
weighted average exercise price of $16.31 per share, and 227,951
shares of our common stock outstanding under our 2014 Stock
Incentive Plan subject to vest before November 13,
2021.
DILUTION
If
you purchase our common stock in this offering, your ownership
interest will be diluted to the extent of the difference between
the public offering price per share of common stock and the pro
forma net tangible book value per share of our common stock after
this offering. Net tangible book value per share is determined by
dividing the number of outstanding shares of our common stock into
our total tangible assets (total assets less intangible assets)
less total liabilities. As of December 31, 2018, we had a net
tangible book value of our common stock of $69,568,911, or
approximately $3.84 per share.
Investors
participating in this offering will incur immediate, substantial
dilution. After giving effect to the sale of shares of common stock
in this offering at the public offering price of $
per
share, after deducting underwriting discounts and commissions and
estimated offering expenses payable by us, our net tangible book
value as of December 31, 2018 would have been approximately
$
million, or approximately
$ per share
of common stock. This represents an immediate increase in net
tangible book value of approximately
$ per share
to existing stockholders, and an immediate dilution of
approximately
$
per share to investors participating in this offering.
The
following table illustrates this per share dilution:
Public offering
price per share
|
|
$
|
Net tangible book
value per share as of December 31, 2018
|
$3.84
|
|
Increase in net
tangible book value per share after this offering
|
$
|
|
Net tangible book
value per share after this offering
|
|
$
|
Dilution per share
to investors participating in this offering
|
|
$
|
If
the underwriters exercise in full their option to
purchase additional
shares of common stock at the public offering price of $
per share, the pro forma as adjusted net tangible book value after
this offering would be approximately
$
per share, representing an increase in net tangible book value of
approximately
$ per
share to existing stockholders and immediate dilution in net
tangible book value of approximately
$ per
share to investors purchasing our common stock in this offering at
the public offering price.
The
above discussion and tables also excludes:
●
296,847
shares of our common stock issuable upon exercise of stock options
outstanding under our 2011 Incentive Stock Option Plan, which had a
weighted average exercise price of $7.32 per share;
●
566,213
shares of our common stock issuable upon exercise of stock options
outstanding under our 2013 Stock Incentive Plan, which had a
weighted average exercise price of $8.45 per share;
and
●
965,806
shares of our common stock issuable upon exercise of stock options
outstanding under our 2014 Stock Incentive Plan, which had a
weighted average exercise price of $16.31 per share, and 227,951
shares of our common stock outstanding under our 2014 Stock
Incentive Plan subject to vest before November 13,
2021.
To
the extent that any of these options are exercised, new options are
issued under our equity incentive plans and subsequently exercised
or settled or we issue additional shares of common stock or
securities that are convertible into or exchangeable for, or that
represent the right to receive, common stock or substantially
similar securities in the future, there will be further dilution to
investors participating in this offering.
UNDERWRITING
Subject to the terms and conditions set forth in
the underwriting agreement, dated
, 2019, by and
among us, Cantor Fitzgerald & Co., 499 Park Avenue, New
York, New York 10022, and Robert W. Baird & Co. Incorporated,
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, as
representatives of the underwriters named below (the
“Representatives”) and joint book-running managers of
this offering, we have agreed to sell to the underwriters, and each
of the underwriters has agreed, severally and not jointly, to
purchase from us, the shares of common stock shown opposite its
name below:
Underwriter
|
|
Cantor
Fitzgerald & Co.
|
|
Robert W. Baird
& Co. Incorporated
|
|
|
|
Total
|
|
The
underwriting agreement provides that the obligations of the several
underwriters are subject to certain conditions precedent such as
the receipt by the underwriters of officers’ certificates and
legal opinions and approval of certain legal matters by their
counsel. The underwriting agreement provides that the underwriters
will purchase all of the shares of common stock if any of them are
purchased. We have agreed to indemnify the underwriters and certain
of their controlling persons against certain liabilities, including
liabilities under the Securities Act, and to contribute to payments
that the underwriters may be required to make in respect of those
liabilities.
The
underwriters are offering the shares of common stock subject to
their acceptance of the shares of common stock from us and subject
to prior sale. The underwriters reserve the right to withdraw,
cancel or modify offers to the public and to reject orders in whole
or in part.
Option to Purchase Additional Shares
We
have granted to the underwriters an option, exercisable 30 days
from the date of this prospectus supplement, to purchase, from time
to time, in whole or in part, up to an aggregate
of
shares from us at the public offering price set forth on the cover
page of this prospectus supplement, less underwriting discounts and
commissions. If the underwriters exercise this option, each
underwriter will be obligated, subject to certain conditions, to
purchase a number of additional shares approximately proportionate
to that underwriter’s initial purchase commitment as
indicated in the table above.
Commission and Expenses
The
underwriters have advised us that they propose to offer the shares
of common stock to the public at the public offering price set
forth on the cover page of this prospectus supplement and to
certain dealers, which may include the underwriters, at that price
less a concession not in excess of
$
per share of common stock. After the initial offering, the
Representatives may change the offering price and other selling
terms.
The
following table shows the public offering price, the underwriting
discounts and commissions that we are to pay the underwriters and
the proceeds, before expenses, to us in connection with this
offering. Such amounts are shown assuming both no exercise and full
exercise of the underwriters’ option to purchase additional
shares.
|
|
|
|
Without Option
to Purchase Additional Shares
|
With Option to
Purchase Additional Shares
|
Without Option
to Purchase Additional Shares
|
With Option to
Purchase Additional Shares
|
Public offering
price
|
$
|
$
|
$
|
$
|
Underwriting
discounts and commissions
|
$
|
$
|
$
|
$
|
Proceeds to us,
before expenses
|
$
|
$
|
$
|
$
|
We
estimate expenses payable by us in connection with this offering,
other than the underwriting discounts and commissions referred to
above, will be approximately
$ .
We have also agreed to reimburse the underwriters for up to
$100,000 for certain of their counsels’ fees and expenses,
which reimbursed fee is deemed underwriting compensation for this
offering by FINRA.
Listing
Our
common stock is listed on the Nasdaq Global Market under the
trading symbol “CBMG.”
No Sales of Similar Securities
We
and our directors and executive officers have agreed, subject to
certain specified exceptions, not to directly or indirectly, for a
period of 60 days, with respect to the company, and 90 days,
with respect to our directors and executive officers, after the
date of the underwriting agreement:
●
sell, offer,
contract or grant any option to sell (including any short sale),
pledge, transfer, establish an open “put equivalent
position” within the meaning of Rule 16a-l(h) under the
Securities Exchange Act of 1934, as amended, or otherwise dispose
of, any shares of common stock, options or warrants to acquire
shares of common stock, or securities exchangeable or exercisable
for or convertible into shares of common stock currently or
hereafter owned either of record or beneficially,
●
enter into any
swap, hedge or other agreement or transaction that transfers, in
whole or in part, the economic consequence of ownership of common
stock, or securities exchangeable or exercisable for or convertible
into shares of common stock, or
●
publicly announce
an intention to do any of the foregoing for a period of 60 or 90
days, as applicable, after the date of this prospectus supplement
without the prior written consent of the
Representatives.
In
addition, each such person agrees that, without the prior written
consent of the Representatives, we or such other person will not,
during the restricted period, make any demand for, or exercise any
right with respect to, the registration of any shares of common
stock or any security convertible into or exercisable or
exchangeable for common stock.
The
Representatives may, in their joint discretion and at any time or
from time to time before the termination of the 60-day or 90-day
period, as applicable, release all or any portion of the securities
subject to lock-up agreements.
Market Making, Stabilization and Other Transactions
The
underwriters may make a market in the common stock as permitted by
applicable laws and regulations. However, the underwriters are not
obligated to do so, and the underwriters may discontinue any
market-making activities at any time without notice in their sole
discretion. Accordingly, no assurance can be given as to the
liquidity of the trading market for the common stock, that you will
be able to sell any of the common stock held by you at a particular
time or that the prices that you receive when you sell will be
favorable.
The
underwriters have advised us that they, pursuant to Regulation M
under the Securities Exchange Act of 1934, as amended, may engage
in short sale transactions, stabilizing transactions, syndicate
covering transactions or the imposition of penalty bids in
connection with this offering. These activities may have the effect
of stabilizing or maintaining the market price of the common stock
at a level above that which might otherwise prevail in the open
market. Establishing short sales positions may involve either
“covered” short sales or “naked” short
sales.
“Covered”
short sales are sales made in an amount not greater than the
underwriters’ option to purchase additional shares of our
common stock in this offering. The underwriters may close out any
covered short position by either exercising their option to
purchase additional shares of purchasing shares of our common stock
in the open market. In determining the source of shares to close
out the covered short position, the underwriters will consider,
among other things, the price of shares available for purchase in
the open market as compared to the price at which they may purchase
shares through the option to purchase additional
shares.
“Naked”
short sales are sales in excess of the option to purchase
additional shares of our common stock. The underwriters must close
out any naked short position by purchasing shares in the open
market. A naked short position is more likely to be created if the
underwriters are concerned that there may be downward pressure on
the price of the shares of our common stock in the open market
after pricing that could adversely affect investors who purchase in
this offering.
A
stabilizing bid is a bid for the purchase of shares of common stock
on behalf of the underwriters for the purpose of fixing or
maintaining the price of the common stock. A syndicate covering
transaction is the bid for or the purchase of shares of common
stock on behalf of the underwriters to reduce a short position
incurred by the underwriters in connection with the offering.
Similar to other purchase transactions, the underwriters’
purchases to cover the syndicate short sales may have the effect of
raising or maintaining the market price of our common stock or
preventing or retarding a decline in the market price of our common
stock. As a result, the price of our common stock may be higher
than the price that might otherwise exist in the open market. A
penalty bid is an arrangement permitting the underwriters to
reclaim the selling concession otherwise accruing to a syndicate
member in connection with the offering if the common stock
originally sold by such syndicate member are purchased in a
syndicate covering transaction and therefore have not been
effectively placed by such syndicate member.
Neither
we, nor any of the underwriters make any representation or
prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of our common
stock. The underwriters are not obligated to engage in these
activities and, if commenced, may end any of these activities at
any time.
Passive Market Making
The
underwriters may also engage in passive market making transactions
in our common stock on the Nasdaq in accordance with Rule 103
of Regulation M during a period before the commencement of
offers or sales of shares of our common stock in this offering and
extending through the completion of distribution. A passive market
maker must display its bid at a price not in excess of the highest
independent bid of that security. However, if all independent bids
are lowered below the passive market maker’s bid that bid
must then be lowered when specified purchase limits are exceeded.
Passive market making may cause the price of our common stock to be
higher than the price that otherwise would exist in the open market
in the absence of those transactions. The underwriters are not
required to engage in passive market making and, if commenced, may
end passive market making activities at any time.
Electronic Distribution
A
prospectus in electronic format may be made available by e-mail or
on the web sites or through online services maintained by one or
more of the underwriters, selling group members (if any) or their
affiliates. The underwriters may agree with us to allocate a
specific number of shares of common stock for sale to online
brokerage account holders. Any such allocation for online
distributions will be made by the underwriters on the same basis as
other allocations. Other than the prospectus in electronic format,
the information on the underwriters’ web sites and any
information contained in any other web site maintained by any of
the underwriters is not part of this prospectus supplement, has not
been approved and/or endorsed by us or the underwriters and should
not be relied upon by investors.
Other Activities and Relationships
The
underwriters and certain of their respective affiliates are full
service financial institutions engaged in a wide range of
activities for their own accounts and the accounts of customers,
which may include, among other things, corporate finance, mergers
and acquisitions, merchant banking, equity and fixed income sales,
trading and research, derivatives, foreign exchange, futures, asset
management, custody, clearance and securities lending. The
underwriters and certain of their affiliates have, from time to
time, performed, and may in the future perform, various investment
banking and financial advisory services for us and our affiliates,
for which they received or will receive customary fees and
expenses.
In addition, in the ordinary course of its
business, the underwriters and their respective affiliates may,
directly or indirectly, hold long or short positions, trade and
otherwise conduct such activities in or with respect to debt or
equity securities and/or bank debt of, and/or derivative products.
Such investment and securities activities may involve our
securities and instruments. The underwriters and their respective
affiliates may also make investment recommendations or publish or
express independent research views in respect of such securities or
instruments and may at any time hold, or recommend to clients that
they acquire, long or short positions in such securities and
instruments. Cantor Fitzgerald & Co. is the agent under
our Controlled Equity OfferingSM Sales
Agreement, dated March 22, 2016, pursuant to which we may offer and
sell shares of our common stock having an aggregate offering price
of up to $50 million through Cantor Fitzgerald &
Co.
Stamp Taxes
If
you purchase shares of common stock offered in this prospectus
supplement, you may be required to pay stamp taxes and other
charges under the laws and practices of the country of purchase, in
addition to the offering price listed on the cover page of this
prospectus supplement.
Notice To Investors
Canada
This
prospectus supplement constitutes an “exempt offering
document” as defined in and for the purposes of applicable
Canadian securities laws. No prospectus has been filed with any
securities commission or similar regulatory authority in Canada in
connection with the offer and sale of the common stock. No
securities commission or similar regulatory authority in Canada has
reviewed or in any way passed upon this prospectus supplement or on
the merits of the common stock and any representation to the
contrary is an offence.
Canadian investors are advised that this prospectus supplement has
been prepared in reliance on section 3A.3 of National Instrument
33-105 Underwriting
Conflicts (“NI
33-105”). Pursuant to section 3A.3 of NI 33-105, this
prospectus supplement is exempt from the requirement that the
Company and the underwriter(s) provide investors with certain
conflicts of interest disclosure pertaining to “connected
issuer” and/or “related issuer” relationships
that may exist between the Company and the underwriter(s) as would
otherwise be required pursuant to subsection 2.1(1) of NI
33-105.
Resale Restrictions
The
offer and sale of the common stock in Canada is being made on a
private placement basis only and is exempt from the requirement
that the Company prepares and files a prospectus under applicable
Canadian securities laws. Any resale of the common stock acquired
by a Canadian investor in this offering must be made in accordance
with applicable Canadian securities laws, which may vary depending
on the relevant jurisdiction, and which may require resales to be
made in accordance with Canadian prospectus requirements, pursuant
to a statutory exemption from the prospectus requirements, in a
transaction exempt from the prospectus requirements or otherwise
under a discretionary exemption from the prospectus requirements
granted by the applicable local Canadian securities regulatory
authority. These resale restrictions may under certain
circumstances apply to resales of the common stock outside of
Canada.
Representations of Purchasers
Each Canadian investor who purchases the common
stock will be deemed to have represented to the Company and the
underwriter(s) that the investor (i) is purchasing the common
stock as principal, or is deemed to be purchasing as principal in
accordance with applicable Canadian securities laws, for investment
only and not with a view to resale or redistribution; (ii) is
an “accredited investor” as such term is defined in
section 1.1 of National Instrument 45-106 Prospectus
Exemptions (“NI
45-106”) or, in Ontario, as such term is defined in section
73.3(1) of the Securities
Act (Ontario); and
(iii) is a “permitted client” as such term is
defined in section 1.1 of National Instrument
31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations.
Taxation and Eligibility for Investment
Any
discussion of taxation and related matters contained in this
prospectus supplement does not purport to be a comprehensive
description of all of the tax considerations that may be relevant
to a Canadian investor when deciding to purchase the common stock
and, in particular, does not address any Canadian tax
considerations. No representation or warranty is hereby made as to
the tax consequences to a resident, or deemed resident, of Canada
of an investment in the common stock or with respect to the
eligibility of the common stock for investment by such investor
under relevant Canadian federal and provincial legislation and
regulations.
Rights of Action for Damages or Rescission
Securities legislation in certain of the Canadian
jurisdictions provides certain purchasers of securities pursuant to
an offering memorandum (such as this prospectus supplement),
including where the distribution involves an “eligible
foreign security” as such term is defined in Ontario
Securities Commission Rule 45-501 Ontario Prospectus and
Registration Exemptions and in Multilateral Instrument
45-107 Listing Representation and
Statutory Rights of Action Disclosure Exemptions, as applicable, with a remedy for damages or
rescission, or both, in addition to any other rights they may have
at law, where the offering memorandum, or other offering document
that constitutes an offering memorandum, and any amendment thereto,
contains a “misrepresentation” as defined under
applicable Canadian securities laws. These remedies, or notice with
respect to these remedies, must be exercised or delivered, as the
case may be, by the purchaser within the time limits prescribed
under, and are subject to limitations and defenses under,
applicable Canadian securities legislation. In addition, these
remedies are in addition to and without derogation from any other
right or remedy available at law to the
investor.
Language of Documents
Upon receipt of this document, each Canadian
investor hereby confirms that it has expressly requested that all
documents evidencing or relating in any way to the sale of the
securities described herein (including for greater certainty any
purchase confirmation or any notice) be drawn up in the English
language only. Par la réception de ce
document, chaque investisseur Canadien confirme par les
présentes qu’il a expressément exigé que tous
les documents faisant foi ou se rapportant de quelque manière
que ce soit à la vente des valeurs mobilières
décrites aux présentes (incluant, pour plus de certitude,
toute confirmation d’achat ou tout avis) soient
rédigés en anglais seulement.
Australia
This
prospectus is not a disclosure document for the purposes of
Australia’s Corporations Act 2001 (Cth) of Australia, or
Corporations Act, has not been lodged with the Australian
Securities & Investments Commission and is only directed
to the categories of exempt persons set out below. Accordingly, if
you receive this prospectus in Australia:
You
confirm and warrant that you are either:
●
a
“sophisticated investor” under section 708(8)(a) or (b)
of the Corporations Act;
●
a
“sophisticated investor” under section 708(8)(c) or (d)
of the Corporations Act and that you have provided an
accountant’s certificate to the company which complies with
the requirements of section 708(8)(c)(i) or (ii) of the
Corporations Act and related regulations before the offer has been
made; or
●
a
“professional investor” within the meaning of section
708(11)(a) or (b) of the Corporations Act.
To
the extent that you are unable to confirm or warrant that you are
an exempt sophisticated investor or professional investor under the
Corporations Act any offer made to you under this prospectus is
void and incapable of acceptance.
You
warrant and agree that you will not offer any of the shares issued
to you pursuant to this prospectus for resale in Australia within
12 months of those securities being issued unless any such resale
offer is exempt from the requirement to issue a disclosure document
under section 708 of the Corporations Act.
European Economic Area
In
relation to each Member State of the European Economic Area , no
offer of any securities which are the subject of the offering
contemplated by this prospectus has been or will be made to the
public in that Member State other than any offer where a prospectus
has been or will be published in relation to such securities that
has been approved by the competent authority in that Member State
or, where appropriate, approved in another Member State and
notified to the relevant competent authority in that Member State
in accordance with the Prospectus Directive, except that an offer
of such securities may be made to the public in that Member
State:
●
to
any legal entity which is a “qualified investor” as
defined in the Prospectus Directive;
●
to
fewer than 150, natural or legal persons (other than qualified
investors as defined in the Prospectus Directive), as permitted
under the Prospectus Directive, subject to obtaining the prior
consent of the representatives of the underwriters for any such
offer; or
●
in
any other circumstances falling within Article 3(2) of the
Prospectus Directive,
provided
that no such offer of securities shall require the Company or any
of the underwriters to publish a prospectus pursuant to Article 3
of the Prospectus Directive or supplement a prospectus pursuant to
Article 16 of the Prospectus Directive.
For
the purposes of this provision, the expression an “offer to
the public” in relation to any securities in any Member State
means the communication in any form and by any means of sufficient
information on the terms of the offer and the securities to be
offered so as to enable an investor to decide to purchase or
subscribe the securities, as the same may be varied in that Member
State by any measure implementing the Prospectus Directive in that
Member State and the expression “Prospectus Directive”
means Directive 2003/71/EC (and amendments thereto, including the
2010 PD Amending Directive), and includes any relevant implementing
measure in the Member State and the expression “2010 PD
Amending Directive” means Directive 2010/73/EU.
Hong Kong
No
securities have been offered or sold, and no securities may be
offered or sold, in Hong Kong, by means of any document, other than
to persons whose ordinary business is to buy or sell shares or
debentures, whether as principal or agent; or to
“professional investors” as defined in the Securities
and Futures Ordinance (Cap. 571) of Hong Kong and any rules made
under that Ordinance; or in other circumstances which do not result
in the document being a “prospectus” as defined in the
Companies Ordinance (Cap. 32) of Hong Kong or which do not
constitute an offer to the public within the meaning of the
Companies Ordinance (Cap.32) of Hong Kong. No document, invitation
or advertisement relating to the securities has been issued or may
be issued or may be in the possession of any person for the purpose
of issue (in each case whether in Hong Kong or elsewhere), which is
directed at, or the contents of which are likely to be accessed or
read by, the public of Hong Kong (except if permitted under the
securities laws of Hong Kong) other than with respect to securities
which are or are intended to be disposed of only to persons outside
Hong Kong or only to “professional investors” as
defined in the Securities and Futures Ordinance (Cap. 571) of Hong
Kong and any rules made under that Ordinance.
This
prospectus has not been registered with the Registrar of Companies
in Hong Kong. Accordingly, this prospectus may not be issued,
circulated or distributed in Hong Kong, and the securities may not
be offered for subscription to members of the public in Hong Kong.
Each person acquiring the securities will be required, and is
deemed by the acquisition of the securities, to confirm that he is
aware of the restriction on offers of the securities described in
this prospectus and the relevant offering documents and that he is
not acquiring, and has not been offered any securities in
circumstances that contravene any such restrictions.
Japan
The
offering has not been and will not be registered under the
Financial Instruments and Exchange Law of Japan (Law No. 25 of
1948 of Japan, as amended), or FIEL, and the Initial Purchaser will
not offer or sell any securities, directly or indirectly, in Japan
or to, or for the benefit of, any resident of Japan (which term as
used herein means, unless otherwise provided herein, any person
resident in Japan, including any corporation or other entity
organized under the laws of Japan), or to others for re-offering or
resale, directly or indirectly, in Japan or to a resident of Japan,
except pursuant to an exemption from the registration requirements
of, and otherwise in compliance with, the FIEL and any other
applicable laws, regulations and ministerial guidelines of
Japan.
Singapore
This
prospectus has not been and will not be lodged or registered with
the Monetary Authority of Singapore. Accordingly, this prospectus
and any other document or material in connection with the offer or
sale, or the invitation for subscription or purchase of the
securities may not be issued, circulated or distributed, nor may
the securities be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or
indirectly, to the public or any member of the public in Singapore
other than (i) to an institutional investor under
Section 274 of the Securities and Futures Act, Chapter 289 of
Singapore, or the SFA, (ii) to a relevant person as defined
under Section 275(2), or any person pursuant to
Section 275(1A) of the SFA, and in accordance with the
conditions, specified in Section 275 of the SFA, or
(iii) otherwise pursuant to, and in accordance with the
conditions of any other applicable provision of the
SFA.
Where
the securities are subscribed or purchased under Section 275
of the SFA by a relevant person which is:
●
a corporation
(which is not an accredited investor as defined under Section 4A of
the SFA) the sole business of which is to hold investments and the
entire share capital of which is owned by one or more individuals,
each of whom is an accredited investor; or
●
a trust (where the
trustee is not an accredited investor) whose sole purpose is to
hold investments and each beneficiary is an accredited
investor,
shares,
debentures and units of shares and debentures of that corporation
or the beneficiaries’ rights and interest in that trust shall
not be transferable for six months after that corporation or that
trust has acquired the Offer Shares under Section 275 of the
SFA except:
●
to an institutional
investor under Section 274 of the SFA or to a relevant person
defined in Section 275(2) of the SFA, or to any person pursuant to
an offer that is made on terms that such shares, debentures and
units of shares and debentures of that corporation or such rights
and interest in that trust are acquired at a consideration of not
less than $200,000 (or its equivalent in a foreign currency) for
each transaction, whether such amount is to be paid for in cash or
by exchange of securities or other assets, and further for
corporations, in accordance with the conditions, specified in
Section 275 of the SFA;
●
where no
consideration is given for the transfer; or
●
where the transfer
is by operation of law.
Switzerland
The
securities may not be publicly offered in Switzerland and will not
be listed on the SIX Swiss Exchange, or SIX, or on any other stock
exchange or regulated trading facility in Switzerland. This
prospectus has been prepared without regard to the disclosure
standards for issuance prospectuses underart. 652a or art. 1156 of
the Swiss Code of Obligations or the disclosure standards for
listing prospectuses under art. 27 ff. of the SIX Listing Rules or
the listing rules of any other stock exchange or regulated trading
facility in Switzerland. Neither this prospectus nor any other
offering or marketing material relating to the securities or the
offering may be publicly distributed or otherwise made publicly
available in Switzerland.
Neither
this prospectus nor any other offering or marketing material
relating to the offering, the Company or the securities have been
or will be filed with or approved by any Swiss regulatory
authority. In particular, this prospectus will not be filed with,
and the offer of securities will not be supervised by, the Swiss
Financial Market Supervisory Authority FINMA, or FINMA, and the
offer of securities has not been and will not be authorized under
the Swiss Federal Act on Collective Investment Schemes, or CISA.
The investor protection afforded to acquirers of interests in
collective investment schemes under the CISA does not extend to
acquirers of securities.
Israel
This
document does not constitute a prospectus under the Israeli
Securities Law, 5728-1968, or the Securities Law, and has not been
filed with or approved by the Israel Securities Authority. In the
State of Israel, this document is being distributed only to, and is
directed only at, and any offer of the shares is directed only at,
investors listed in the first addendum, or the Addendum, to the
Israeli Securities Law, consisting primarily of joint investment in
trust funds, provident funds, insurance companies, banks, portfolio
managers, investment advisors, members of the Tel Aviv Stock
Exchange, underwriters, venture capital funds, entities with equity
in excess of NIS 50 million and “qualified
individuals”, each as defined in the Addendum (as it may be
amended from time to time), collectively referred to as qualified
investors (in each case purchasing for their own account or, where
permitted under the Addendum, for the accounts of their clients who
are investors listed in the Addendum). Qualified investors will be
required to submit written confirmation that they fall within the
scope of the Addendum, are aware of the meaning of same and agree
to it.
United Kingdom
This
prospectus is only being distributed to, and is only directed at,
persons in the United Kingdom that are qualified investors (as
defined in the Prospectus Directive) that are also (i) investment
professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended, referred to herein as the “Order”, and/or (ii)
high net worth entities falling within Article 49(2)(a) to (d) of
the Order and other persons to whom it may lawfully be communicated
or caused to be communicated. Each such person is referred to
herein as a “Relevant Person”.
This
prospectus and its contents are confidential and should not be
distributed, published or reproduced (in whole or in part) or
disclosed by recipients to any other persons in the United Kingdom.
Any person in the United Kingdom that is not a Relevant Person
should not act or rely on this document or any of its
contents.
Any
invitation or inducement to engage in investment activity (within
the meaning of Section 21 of the Financial Services and Markets Act
2000 (the “FSMA”) may only be communicated or caused to
be communicated in connection with the issue or sale of the
securities in circumstances in which Section 21(1) of the FSMA does
not apply. All applicable provisions of the FSMA must be complied
with in respect of anything done by any person in relation to the
securities in, from or otherwise involving the United
Kingdom.
LEGAL MATTERS
The
validity of the common stock being offered hereby will be passed
upon for us by Ellenoff Grossman & Schole LLP, New York, New
York. Certain legal matters in connection with this offering will
be passed upon for the underwriters by Cooley LLP, New York, New
York.
EXPERTS
The
financial statements for the years ended December 31, 2018, 2017
and 2016 incorporated in this prospectus supplement, constituting a
part of the registration statement on Form S-3 have been so
incorporated in reliance on the report of BDO China Shu Lun Pan
Certified Public Accountants LLP, an independent registered public
accounting firm, given on the authority of such firm as an expert
in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form
S-3 with the SEC under the Securities Act with respect to the
shares of our common stock offered by this prospectus supplement.
This prospectus supplement and
the accompanying prospectus, which are part of the registration
statement, omits certain information, exhibits, schedules and
undertakings set forth in the registration statement, as permitted
by the SEC. For further information pertaining to us and the
securities offered in this prospectus supplement, reference is made
to that registration statement and the exhibits and schedules to
the registration statement. Statements contained in this prospectus
supplement and the accompanying prospectus as to the contents or
provisions of any documents referred to in this prospectus
supplement and the accompanying prospectus are not necessarily
complete, and in each instance where a copy of the document has
been filed as an exhibit to the registration statement, reference
is made to the exhibit for a more complete description of the
matters involved.
We
file annual, quarterly and current reports, proxy statements and
other information with the SEC. The SEC maintains a website at
www.sec.gov that contains reports, proxy and information statements
and other information regarding issuers that file electronically
with the SEC, including us.
Our
common stock is listed on the Nasdaq Global Market under the symbol
“CBMG.” General information about our company,
including our Annual Report on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, as well as any amendments and
exhibits to those reports, are available free of charge through our
website at www.cellularbiomedgroup.com as soon as reasonably
practicable after we file them with, or furnish them to, the SEC.
Information on, or that can be accessed through, our website is not
incorporated into this prospectus supplement or other securities
filings and is not a part of these filings.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We are
“incorporating by reference” certain documents we file
with the SEC, which means that we can disclose important
information to you by referring you to those documents. The
information incorporated by reference is an important part of this
prospectus supplement and the accompanying prospectus, and
information that we file later with the SEC will automatically
update and supersede this information. We filed a registration
statement on Form S-3 under the Securities Act of 1933, as amended,
with the SEC with respect to the securities being offered pursuant
to this prospectus supplement and the accompanying prospectus. This
prospectus supplement and the accompanying prospectus omit certain
information contained in the registration statement, as permitted
by the SEC. You should refer to the registration statement,
including the exhibits, for further information about us and the
securities being offered pursuant to this prospectus supplement and
the accompanying prospectus. Statements in this prospectus
supplement and the accompanying prospectus regarding the provisions
of certain documents filed with, or incorporated by reference in,
the registration statement are not necessarily complete and each
statement is qualified in all respects by that reference. The
documents we incorporate by reference are:
●
our
Annual Report on Form 10-K for the year ended December 31, 2018 as
filed with the SEC on February 19, 2019;
●
our
Current Reports on Form 8-K and/or their amendments as filed with
the SEC on January 4, 2019 and, January 25,
2019;
●
the
information specifically incorporated by reference into our Annual
Report on Form 10-K for the year ended December 31, 2018 from our
definitive proxy statement on Schedule 14A related to our 2019
annual meeting of stockholders, which was filed with the SEC on
March 15, 2019; and
●
the
description of our Common Stock contained in our Form 8-A filed
with the SEC on June 13, 2014, and as it may be further amended
from time to time, under the caption “Item 1. Description of
Registrant’s Securities to be Registered.”
All
documents (other than current reports furnished under Item 2.02 or
Item 7.01 of Form 8-K and exhibits filed in such forms that are
related to such items unless such Form 8-K expressly provides to
the contrary) subsequently filed by us pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act before the date our offering
is terminated or completed are deemed to be incorporated by
reference into, and to be a part of, this prospectus supplement and
the accompanying prospectus. Any statement contained in this
prospectus supplement and the accompanying prospectus or in a
document incorporated or deemed to be incorporated by reference
into this prospectus supplement and the accompanying prospectus
shall be deemed to be modified or superseded for purposes of this
prospectus supplement and the accompanying prospectus to the extent
that a statement contained in this prospectus supplement and the
accompanying prospectus or any other subsequently filed document
that is deemed to be incorporated by reference into this prospectus
supplement and the accompanying prospectus modifies or supersedes
the statement. Any statement so modified or superseded will not be
deemed, except as so modified or superseded, to constitute a part
of this prospectus supplement and the accompanying
prospectus.
We will
provide each person to whom a prospectus supplement and the
accompanying prospectus is delivered a copy of all of the
information that has been incorporated by reference in this
prospectus supplement and the accompanying prospectus, but not
delivered with this prospectus supplement and the accompanying
prospectus. You may obtain copies of these filings, at no cost,
through the “Investor Relations” section of our website
(www.cellbiomedgroup.com) and you may request a copy of these
filings at no cost (other than exhibits unless such exhibits are
specifically incorporated by reference) by writing or telephoning
us at the following address and telephone number:
Cellular
Biomedicine Group, Inc.
1345
Avenue of the Americas, 15th Floor
New
York, New York 10105
Telephone:
(347) 905-5663
Attention:
Tony Liu
Information
on, or that can be accessed through, our website is not
incorporated into this prospectus supplement, the accompanying
prospectus, or other securities filings and is not a part of these
filings.
PROSPECTUS
$150,000,000
Common
Stock
|
Preferred
Stock
|
Debt
Securities
|
Warrants
|
Rights
|
Units
|
We may offer and
sell from time to time, in one or more series, any one of the
following securities of our company, for total gross proceeds up to
$150,000,000:
●
secured
or unsecured debt securities consisting of notes, debentures or
other evidences of indebtedness which may be senior debt
securities, senior subordinated debt securities or subordinated
debt securities, each of which may be convertible into equity
securities;
●
warrants
to purchase our securities;
●
rights
to purchase any of the foregoing securities; or
●
units
comprised of, or other combinations of, the foregoing
securities.
We will provide
specific terms of these offerings and securities in one or more
supplements to this prospectus. We may also authorize one or more
free writing prospectuses to be provided to you in connection with
these offerings. The prospectus supplement, and any documents
incorporated by reference, may also add, update or change
information contained in this prospectus. You should read this
prospectus, the applicable prospectus supplement, any documents
incorporated by reference and any related free writing prospectus
carefully before buying any of the securities being
offered.
We may offer and
sell these securities to or through one or more underwriters,
dealers and agents, or directly to purchasers, on a continuous or
delayed basis.
Our common stock is
traded on The NASDAQ Global Market under the symbol
“CBMG.” The last reported sale price of our common
stock on The NASDAQ Global Market on May 20, 2016 was $15.52 per
share.
Investing
in our securities involves a high degree of risk. You should review
carefully the risks and uncertainties described under the heading
“Risk Factors” contained in the applicable prospectus
supplement and in any related free writing prospectus, and under
similar headings in the other documents that are incorporated by
reference into this prospectus or any prospectus supplement before
making a decision to purchase our securities.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The
date of this prospectus is June 17, 2016.
TABLE
OF CONTENTS
|
Page
|
|
|
About This
Prospectus
|
-i-
|
Cautionary Note
Regarding Forward-Looking Statements
|
-ii-
|
Prospectus
Summary
|
1
|
The Securities We
May Offer
|
7
|
Risk
Factors
|
8
|
Use of
Proceeds
|
8
|
Description of
Capital Stock and Securities We May Offer
|
8
|
Plan of
Distribution
|
14
|
Legal
Matters
|
15
|
Experts
|
15
|
Where You Can Find
More Information
|
15
|
Incorporation of
Certain Information By Reference
|
16
|
You
should rely only on the information we have provided or
incorporated by reference in this prospectus or in any prospectus
supplement. We have not authorized anyone to provide you with
information different from that contained or incorporated by
reference in this prospectus or in any prospectus
supplement.
This
prospectus and any prospectus supplement is an offer to sell only
the securities offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so.
You
should assume that the information contained in this prospectus and
in any prospectus supplement is accurate only as of their
respective dates and that any information we have incorporated by
reference is accurate only as of the date of the document
incorporated by reference, regardless of the time of delivery of
this prospectus or any prospective supplement or any sale of
securities.
ABOUT
THIS PROSPECTUS
This prospectus is
part of a registration statement on Form S-3 that we filed
with the Securities and Exchange Commission, or SEC, utilizing a
“shelf” registration process. Under this shelf
registration process, we may offer and sell, either individually or
in combination, in one or more offerings, any combination of the
securities described in this prospectus, for total gross proceeds
of up to $150,000,000. This prospectus provides you with a general
description of the securities we may offer. Each time we offer
securities under this prospectus, we will provide a prospectus
supplement that will contain more specific information about the
terms of that offering. We may also authorize one or more free
writing prospectuses to be provided to you that may contain
material information relating to these offerings. The prospectus
supplement and any related free writing prospectus that we may
authorize to be provided to you may also add, update or change any
of the information contained in this prospectus or in the documents
that we have incorporated by reference into this
prospectus.
We urge you to read
carefully this prospectus, any applicable prospectus supplement and
any free writing prospectuses we have authorized for use in
connection with a specific offering, together with the information
incorporated herein by reference as described under the heading
“Incorporation of Certain Information by Reference,”
before investing in any of the securities being offered. You should
rely only on the information contained in, or incorporated by
reference into, this prospectus and any applicable prospectus
supplement, along with the information contained in any free
writing prospectuses we have authorized for use in connection with
a specific offering. We have not authorized anyone to provide you
with different or additional information. This prospectus is an
offer to sell only the securities offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do
so.
The information
appearing in this prospectus, any applicable prospectus supplement
or any related free writing prospectus is accurate only as of the
date on the front of the document and any information we have
incorporated by reference is accurate only as of the date of the
document incorporated by reference, regardless of the time of
delivery of this prospectus, any applicable prospectus supplement
or any related free writing prospectus, or any sale of a security.
Our business, financial condition, results of operations and
prospects may have changed since those dates.
This prospectus
contains summaries of certain provisions contained in some of the
documents described herein, but reference is made to the actual
documents for complete information. All of the summaries are
qualified in their entirety by the actual documents. Copies of some
of the documents referred to herein have been filed, will be filed
or will be incorporated by reference as exhibits to the
registration statement of which this prospectus is a part, and you
may obtain copies of those documents as described below under the
section entitled “Where You Can Find More
Information.”
We further note
that the representations, warranties and covenants made by us in
any agreement that is filed as an exhibit to any document that is
incorporated by reference herein were made solely for the benefit
of the parties to such agreement, including, in some cases, for the
purpose of allocating risk among the parties to such agreements,
and should not be deemed to be a representation, warranty or
covenant to you. Moreover, such representations, warranties or
covenants were accurate only as of the date when made. Accordingly,
such representations, warranties and covenants should not be relied
on as accurately representing the current state of our
affairs.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and
any accompanying prospectus supplement and the documents we have
filed or will file with the SEC that are or will be incorporated by
reference into this prospectus and the accompanying prospectus
supplement contain forward-looking statements, within the meaning
of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), that involve risks and uncertainties. Any statements
contained, or incorporated by reference, in this prospectus and any
accompanying prospectus that are not statements of historical fact
may be forward-looking statements. When we use the words
“anticipate,” “believe,”
“could,” “estimate,” “expect,”
“intend,” “may,” “plan,”
“predict,” “project,” “will”
and other similar terms and phrases, including references to
assumptions, we are identifying forward-looking statements.
Forward-looking statements involve risks and uncertainties which
may cause our actual results, performance or achievements to be
materially different from those expressed or implied by
forward-looking statements.
A variety of
factors, some of which are outside our control, may cause our
operating results to fluctuate significantly. They
include:
●
our
plans and expectations regarding the timing and outcome of our
research, development, manufacturing, distribution and
commercialization efforts, whether with partners or on our own,
with primary research and manufacturing facilities in China,
relating to our therapies derived from two major cell platforms:
(i) Immune Cell therapy for treatment of a broad range of cancers
using Vaccine, Tcm, TCR clonality, Chimeric Antigen Receptor T cell
(“CAR-T”) and anti-PD-1 technologies for various liquid
and solid cancerous diseases, and (ii) human adipose-derived
mesenchymal progenitor cells (“haMPC”) for treatment of
joint and autoimmune diseases comprised of Knee Osteoarthritis
(“KOA”), and Cartilage Defect (“CD”)
Asthma, and Chronic Obstructive Pulmonary Disease ("COPD")
autologous and allogeneic therapies and any other proposed
products, product candidates or approved products;
●
the
domestic and international regulatory process and related laws,
rules and regulations governing our technologies and our approved
and proposed products and formulations, including: (i) the timing,
status and results of our or our commercial partners’ filings
with the U.S. Food and Drug Administration (“FDA”),
Ministry of Health (“MOH”) and the China Food and Drug
Administration (“CFDA”) or their foreign equivalents,
(ii) the timing, status and results of non-clinical work and
clinical studies, including regulatory review thereof and (ii) the
heavily regulated industry in which we operate our business
generally;
●
the
significant challenges our newly acquired technology platform
presents;
●
our
ability to enter into strategic partnerships for the development,
commercialization, manufacturing and distribution of our products
and product candidates;
●
Our
reliance in significant part on outside scientists and their
third-party research institutions for research and development and
early clinical testing of our product candidates;
●
our
ability, or the ability of our commercial partners to actually
develop, commercialize, manufacture or distribute our products and
product candidates;
●
our
ability to generate commercially viable products and the market
acceptance of our cell therapy and cell banking technologies and
our proposed products and product candidates;
●
our
ability to finance our operations on acceptable terms, either
through the raising of capital, the incurrence of convertible or
other indebtedness or through strategic financing or
commercialization partnerships;
●
the
protection and control afforded by our patents or other
intellectual property, and any interest patents or other
intellectual property that we license, or our or our
partners’ ability to enforce our rights under such owned or
licensed patents or other intellectual property;
●
our
ability to maintain our licenses, patents or other intellectual
property;
●
the
outcome of ongoing or potential future litigation or other claims
or disputes relating to our business, technologies, products or
processes;
●
the
ability of our manufacturing partners to supply us or our
commercial partners with clinical or commercial supplies of our
products in a safe, timely and regulatory compliant manner and the
ability of such partners to address any regulatory issues that have
arisen or may in the future arise;
●
competition
existing today or that will likely arise in the future;
and
●
regulatory
oversight of our company by the SEC, FDA, CFDA, the NASDAQ Stock
Market and other regulatory agencies.
The foregoing does
not represent an exhaustive list of risks that may impact upon the
forward-looking statements used herein or in the documents
incorporated by reference herein. Please see “Risk
Factors” in our reports filed with the SEC or in a prospectus
supplement related to this prospectus for additional risks which
could adversely impact our business and financial performance.
Moreover, new risks regularly emerge and it is not possible for our
management to predict all risks, nor can we assess the impact of
all risks on our business or the extent to which any risk, or
combination of risks, may cause actual results to differ from those
contained in any forward-looking statements. All forward-looking
statements included in this prospectus and any accompanying
prospectus supplement are based on information available to us on
the date hereof or thereof. Except to the extent required by
applicable laws or rules, we undertake no obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise. All subsequent
written and oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their
entirety by the cautionary statements contained throughout (or
incorporated by reference in) this prospectus, any accompanying
prospectus and the documents we have filed with the
SEC.
PROSPECTUS
SUMMARY
The following summary highlights selected information contained or
incorporated by reference in this prospectus. This summary does not
contain all of the information you should consider before investing
in the securities. Before making an investment decision, you should
read the entire prospectus and any supplement hereto carefully,
including the risk factors section as well as the financial
statements and the notes to the financial statements incorporated
herein by reference.
In this prospectus and any amendment or supplement hereto, unless
otherwise indicated, the terms “Cellular Biomedicine Group,
Inc.,” “CBMG,” the “Company,”
“we,” “us,” and “our” refer and
relate to Cellular Biomedicine Group, Inc. and its consolidated
subsidiaries.
Our
Company
Cellular
Biomedicine Group, Inc. is a biomedicine company, principally
engaged in the development of new treatments for cancerous and
degenerative diseases utilizing proprietary cell-based
technologies. Our technology includes two major cell
platforms: (i) Immune Cell therapy for treatment of a broad range
of cancers using T Central Memory Cell ("Tcm"), T Cells Receptor
("TCR") clonality analysis, Chimeric Antigen Receptor T cell
(“CAR-T”) and anti-PD-1 technologies, and (ii) human
adipose-derived mesenchymal progenitor cells (“haMPC”)
for treatment of joint and autoimmune diseases, with primary
research and manufacturing facilities in China, while meeting dual
standards.
From February 6,
2013 to June 23, 2014, we operated the Company in two separate
reportable segments: (i) Biomedicine Cell Therapy
(“Biomedicine”); and (ii) Financial Consulting
(“Consulting”). The Consulting segment was
conducted through our wholly-owned subsidiary EastBridge Investment
Corp. (“Eastbridge Sub”). On June 23, 2014,
the Company announced the discontinuation of the Consulting segment
as it no longer fits into management’s long-term strategy and
vision. The Company will focus resources on becoming a
pure-play biotechnology company bringing therapies to improve the
health of patients in China.
On September 26,
2014, the Company completed its acquisition of Beijing
Agreen Biotechnology Co. Ltd. ("AG") and the U.S. patent
held by Cellular Immunity Tech Ltd. (a company controlled by the
founder).
AG is a biotech
company with operations in China, engaged in the development of
treatments for cancerous diseases utilizing proprietary cell
technologies, which include without limitation, preparation of
subset T Cell and clonality assay platform technology for treatment
of a broad range of cancers by AG’s primary hospital partner,
Jilin Hospital.
On February 9,
2015, the Company announced its acquisition of Chinese PLA General
Hospital's ("PLAGH", Beijing, also known as "301 Hospital")
Chimeric Antigen Receptor T cell (“CAR-T”) therapy, its
recombinant expression vector CD19, CD20, CD30 and Human Epidermal
Growth Factor Receptor's (EGFR or HER1) Immuno-Oncology patents
applications, and Phase I clinical data of the aforementioned
therapies and manufacturing knowledge. The 301 Hospital
team has conducted several preliminary clinical studies of various
CAR-T constructs targeting CD19-positive acute lymphoblastic
leukemia, CD20-positive lymphoma, CD30-positive Hodgkin's lymphoma
and EGFR-HER1-positive advanced lung cancer, cholangiocarcinoma,
pancreatic cancer, and renal cell carcinoma. Pursuant to
the terms of a technology transfer agreement, PLAGH agreed to
transfer to the Company all of its right, title and interest in and
to certain technologies currently owned by PLAGH (including,
without limitation, four technologies and their pending patent
applications) that relate to genetic engineering of chimeric
antigen receptor (CAR)-modified T cells and its applications
(collectively, the “Technology”). In
addition, PLAGH is responsible for obtaining governmental approval
for the clinical trial related to the Technology, and the Company
is responsible for the costs and expenses in connection therewith.
The parties may collaborate to develop follow-on research and
improvements on the Technology (collectively, the
“Improvements”). With respect to any
Improvement achieved through the collaboration of the Company and
PLAGH, the two parties will jointly own any intellectual property
arising from such Improvement. With respect to any
Improvement achieved solely and independently by PLAGH, the Company
has a right of first refusal to acquire any intellectual property
arising from such Improvement.
When combined with
CBMG's state-of-the art infrastructure and clinical platform, we
anticipate that the aforementioned acquired technologies will
enable improvement of cancer immune cell therapies and strategic
combination therapies which will boost the Company's
Immuno-Oncology presence, and pave the way for future partnerships.
We plan to initiate certain cancer clinical trials utilizing such
technologies upon receiving acceptance of the clinical trial
designs with the principal investigator and obtaining the requisite
approvals.
On June 26, 2015,
the Company completed the acquisition of Blackbird BioFinance, LLC
(“Blackbird”)’s University of South
Florida (“USF”)’s
license on the next generation cancer immunotherapy vaccine
CD40LGVAX, its related technologies and technical
knowledge. Of
the total consideration to be delivered to Blackbird for the
purchased assets, $2,500,000 was delivered in cash and 28,120
shares of Company common stock (the "Closing Shares"), representing
$1,050,000 of the purchase consideration, was issued and delivered
to Blackbird. Another 18,747 shares (the “Holdback
Shares”), representing $700,000 of the purchase consideration
(subject to adjustments and satisfaction of certain conditions in
line with similar transactions), were to be issued and delivered to
Blackbird on November 4, 2015. Based on the terms
of the license, we believe the Company will pay potentially more
than $25 million in future milestones and royalty
payments.
Despite the
advances of targeted therapies and recent breakthroughs with immune
checkpoint inhibitors, such as anti-PD1 or PDL1 monoclonal antibody
treatments, there are still significant unmet medical needs in
Non-Small Cell Lung Cancer (“NSCLC”), and the disease
remains largely incurable. We believe the CD40LGVAX vaccine, in
combination with an anti-PD1 monoclonal antibody, may provide
synergistic and improved clinical benefits in both PDL1 positive
and negative patients. We previously anticipated a phase I/II
clinical trial for the CD40LGVAX vaccine combined with PD-1
antibody to commence in the second half of 2015. We
currently evaluating both U.S. and non-U.S. options for furthering
clinical trials for the CD40LGVAX vaccine following Moffitt Cancer
Center’s notification to us that it will not be continuing
its sponsorship of the U.S. CD40LGVAX Trial. In the third quarter
of 2015 we reviewed and modified the design of CD40LGVAX trial by
expanding the number of patient recruitment, changing from single
site to multi-sites trial and adding stratification to the
trial. We are converting the CD40LGVAX Investigator
Sponsor Research (“ISR”) to a CBMG IND trial. We
are converting the CD40LGVAX Investigator Sponsor Research
(“ISR”) to a CBMG IND trial.
Biomedicine Business
Our biomedicine
business was founded in 2009 as a newly formed specialty
biomedicine company by a team of seasoned Chinese-American
executives, scientists and doctors. In 2010 we established a GMP
facility in Wuxi, and in 2012 we established a U.S. Food and Drug
Administration (“FDA”) GMP standard protocol-compliant
manufacturing facility in Shanghai. Our focus has been to monetize
the rapidly growing health care market in China by marketing and
commercializing stem cell and immune cell therapeutics, related
tools and products from our patent-protected homegrown cell
technology developed by our research and development team, as well
as by utilizing exclusively in-licensed and other acquired
intellectual properties.
Our current
treatment focal points are cancer and other degenerative diseases
such as Knee Osteoarthritis (“KOA”), Asthma, Chronic
Obstructive Pulmonary Disease (“COPD”) and Cartilage
Defects.
Cancer. In the cancer field, our
in-licensed TC-DC therapy utilizes dendritic cells that have been
taught the unique "signature" of the patient's’ cancer, in
order to trigger an effective immune response against cancer stem
cells, the root cause of cancer metastasis and recurrence. Our
Tumor Cell Target Dendritic Cell (“TC-DC”) product
candidate has successfully completed a U.S. FDA Phase II clinical
trial for the treatment of Metastatic Melanoma at the Hoag Medical
Center in California. We have a process to develop human
embryo-derived motor neuronal precursor cells and human
embryo-derived neuronal precursor cells with high purity levels,
validated by synapse formation, and have shown functional
innervation with human muscle cells. Under applicable
international reciprocity procedures we are utilizing data
generated in a U.S. Phase II clinical trial in an analogous
China-based Phase I/II Clinical Trial for the treatment of
Hepatocellular Carcinoma (“HCC”), a major type of Liver
Cancer. Management believes we will be able to leverage skin cancer
data produced in ongoing trials in the U.S., and apply it toward
advancing our product candidate for the treatment of liver cancer
and other cancer-related indications. As of December 31,
2013, we have completed the HCC Phase I trial. With the advent of more advanced
technologies in our portfolio, at present we do not plan on
continuing the HCC trial. We are evaluating hospitals’
post Tcm treatment data to ascertain whether clinical studies for
certain cancer disease indications may be warranted. We plan
to continue to evaluate and prioritize our cancer clinical trial
indications for commercialization using safe and effective therapy
or combination therapies. We announced results from our Phase I
trial for certain of CAR-T cancer immunotherapy programs on March
25, May 21, and late September, 2015. The Phase I trial data for
the CD19, CD20 and CD30 and EGFR HER 1 constructs showed a positive
response rate under controllable toxicities.
On October 26,
2015, the Company announced results from the PLAGH Phase IIa
clinical trial evaluating the safety, feasibility and anti-tumor
activity of its acquired (CAR-T) immunotherapy CBM-CD20.1 targeting
CD20 for the treatment of patients with advanced B-cell non-Hodgkin
lymphoma (NHL). Overall objective response rate (ORR) is
80.0% (8/10) with durable responses observed. A total of
ten patients were treated with CBM-CD20.1 (seven patients with
diffuse large B-cell lymphoma (DLBCL) and three patients with other
types of NHL). The Phase IIa results showed that CBM-CD20.1
immunotherapy was safe, well tolerated, and efficacious in the
treatment of patients with advanced NHL. The data was selected for
an oral presentation entitled “Treatment of CD20-directed
Chimeric Antigen Receptor-modified T cells in Patients with
advanced B-cell Non-Hodgkin Lymphoma: An Early Phase IIa Trial
Report” at the 2015 4th International Conference on
Translational Medicine in Baltimore.
KOA. In 2013, we completed a
Phase I/IIa clinical trial for our “KOA therapy named
ReJoin™. The trial tested the safety and efficacy of
intra-articular injections of autologous haMPCs in order to reduce
inflammation and repair damaged joint cartilage. The 6-month
follow-up clinical data showed ReJoin™ therapy to be
both safe and effective.
In Q2 2014 we
completed patient enrollment for the Phase IIb clinical trial of
ReJoin™ for KOA. The multi-center study has
enrolled 53 patients to participate in a randomized, single blind
trial. We published 48-week follow-up data of Phase I/IIa on
December 5, 2014. The 48-week data indicated that
patients have reported a decrease in pain and a significant
improvement in mobility and flexibility, while the clinical data
shows our ReJoin™ regenerative medicine treatment to be
safe. We announced interim Phase IIb clinical trial
results of KOA therapy named ReJoin™
on March 25, 2015, which confirmed that the primary and secondary
endpoints of ReJoin™ therapy
groups have all improved significantly compared to their baseline.
We released positive 48 week follow-up data in January
2016.
Cartilage Damage. In January
2015 we initiated patient recruitment to support a study of
ReJoin™ haMPC therapy for Cartilage Defects
(“CD”) resulting from osteoarthritis (“OA”)
or sports injury. The study is based on the same science that has
shown tremendous progress in the treatment of KOA. Both arthroscopy
and the use of magnetic resonance imaging (“MRI”) will
be deployed to further demonstrate the regenerative efficacy of
ReJoin™ on CD.
Asthma. In Q1 of 2014 we
began a pre-clinical study on haMPC therapy for asthma. The
pre-clinical study, conducted by Shanghai First People’s
Hospital, a leading teaching hospital affiliated with Shanghai
Jiaotong University, will evaluate the safety and efficacy of
haMPCs to treat severe asthma.
COPD. COPD refers to a group of
diseases that block airflow to the lungs and make it difficult to
breathe. The two most common conditions that make up COPD are
chronic bronchitis and emphysema, which gradually destroys the
smallest air passages (bronchioles) in the lungs. Currently the
common treatments for COPD, such as use of steroids, inhalers and
bronchodilator drugs, aim to control the symptoms and minimize
further damage, but do not reverse the tissue damage. The major
risk factors for COPD in China are tobacco smoking, biomass fuel
use and genetic susceptibility.
Our pre-clinical
COPD study is being conducted by Shanghai First People's Hospital,
a leading teaching hospital affiliated with Shanghai Jiaotong
University. Professor Zhou Xin, director of the hospital's
respiratory department and chairperson of Respiratory Diseases
Division of Shanghai Medical Association, will lead the study as
Principal Investigator.
The unique
lines of adult adipose-derived stem cells and the immune cell
therapies enable us to create multiple cell formulations in
treating specific medical conditions and diseases, as well as
applying single cell types in a specific treatment protocol.
Management believes that our adult adipose-derived line will become
commercially viable and market-ready within three to four years. In
addition, we plan to assess and initiate cancer clinical trials
leading to commercialization using safe and most effective therapy
or combination therapies. Our facilities are certified to meet the
international standards NSF/ANSI 49, ISO-14644 (or equivalent),
ANSI/NCSL Z-540-1 and 10CFR21, as well as CFDA standards CNAS
L0221. In addition to standard protocols, we use proprietary
processes and procedures for manufacturing our cell lines,
comprised of:
●
Banking
processes that ensure cell preservation and
viability;
●
DNA
identification for stem cell ownership; and
●
Bio-safety
testing at independently certified laboratories.
In July 2015, the Company has
received two new certifications from the CFDA for its proprietary
cell and tissue preservation media kits respectively, in accordance
with the CFDA’s new regulations announced on June 1, 2015.
These certified kits enable long-term preservation and long
distance shipment of cells and tissue, without freezing them down,
from and to the point of care for ready applications by physicians.
The latest certifications further strengthen our Vertically
Integrated Cell Manufacturing System (“VICMS”) to
centralize the processing and supplying of autologous cell
therapies, and reinforce our potential to be a world-class
biotechnology company, serving large unmet medical
needs.
Our Strategy
The majority of our
biomedicine business is in the development stage. We intend to
concentrate our business on cell therapies and in the near-term,
carrying our KOA stem cell therapy and cancer immune cell therapies
to commercialization.
With the recent addition of our cancer
immune cell therapy resources, we plan to evaluate and prioritize
our cancer clinical trial indications for commercialization using
safe and most effective therapy or combination therapies. The
Company believes that, when integrated with CBMG's state-of-the-art
infrastructure and clinical platform, the aforementioned acquired
AG, 301 Hospital and USF technologies will improve our cancer
immune cell therapies clinical pathway and pave the way for
collaboration with renowned institutions. We plan to initiate
certain cancer clinical trials upon receiving acceptance of the
clinical trial designs with the principal investigator and
obtaining the requisite approvals.
In the next 12
months, we aim to accomplish the following:
●
Confirm
the safety and tolerability profile of CBM-EGFR.1 in
cholangiocarcinoma and NSCLC;
●
Explore
the CBM-EGFR.1 opportunities in other solid tumor
indications;
●
Seek
early possibilities of conducting multi-center Phase IIb trials to
validate the clinical activity from early CBM-EGFR.1
observation;
●
Confirm
the safety and tolerability profile of CBM-CD20.1 targeting CD20
for NHL;
●
Explore
the CBM-CD20.1 opportunities in other cancer
indications;
●
Seek
early possibilities of conducting multi-center Phase IIb trials to
validate the clinical activity from early CBM-CD20.1
observation;
●
Evaluate
potential partners to develop an immunohistochemistry based
diagnostic assay to aid in the patient selection whenever
needed;
●
Launch
Phase II trials to explore the efficacy and safety of CD19 or CD20
CAR-T mono or combination therapies in chemo refractory/relapsing
patients with hematological malignancies;
●
File
new CAR-T and other patents;
●
Obtain
approval for pending patents;
●
Evaluate
the feasibility of sponsoring a multi-sites Phase I/II clinical
study to support the New Drug
Application (NDA) for the U.S. CD40LGVAX trial;
●
Evaluate
feasibility of sponsoring a registration trial-like clinical study
to support the New Drug
Application (NDA) for an allogeneic haMPC Knee
Osteoarthritis therapy (“Allo KOA”) study in the United
States;
●
Complete
preclinical GLP safety evaluation studies of haMPC for Asthma and
Chronic Obstructive Pulmonary Disease (COPD);
●
Provide
update on Cartilage Damage clinical study;
●
Develop
preclinical package for allogeneic haMPC therapy for COPD/Asthma
clinical trial;
●
Continue
to seek advanced technologies to bolster our CAR-T China market
position;
●
Bolster
R&D resources to fortify our intellectual properties portfolio
and scientific development;
●
File
registration for our 2014 Stock Option Plan; and
●
Improve
liquidity by registering the shares sold in previous private
placements and further fortify our balance sheet by courting
institutional investors.
We are developing
our business in cell therapeutics and capitalizing on the
increasing importance and promise that adult stem cells have in
regenerative medicine. Our most advanced candidate involves
adipose-derived mesenchymal stem cells to treat KOA.
Presently we have
two autologous cell therapy candidates undergoing clinical trials
in China, for the treatment of KOA and CD. If and when these
therapies gain regulatory approval in the PRC, we will be able to
market and offer them for clinical use. Although our biomedicine
business was very recently organized, our technologies have been in
development for decades, and our focus is on the latest
translational stages of product development, principally from the
pre-clinical trial stage to regulatory approval and
commercialization of new therapies.
Our strategy is to
develop safe and effective cellular medicine therapies for
indications that represent a large unmet need in China, based on
technologies developed both in-house and obtained through
acquisition, licensing and collaboration arrangements with
other companies. Our near term objective is to pursue successful
clinical trials in China for our KOA application, followed by our
CD and Asthma therapies. We intend to utilize our
comprehensive cell platform to support multiple cell lines to
pursue multiple therapies, both allogeneic and autologous. We
intend to apply U.S. Standard Operating Procedures ("SOPs") and
protocols while complying with Chinese regulations, while owning,
developing and executing our own clinical trial protocols. We plan
to establish domestic and international joint ventures or
partnerships to set up cell laboratories and/or research
facilities, acquire technology or in-license technology from
outside of China, and build affiliations with hospitals, to develop
a commercialization path for our therapies, once approved. We
intend to use our first-mover advantage in China, against a
backdrop of enhanced regulation by the central government, to
differentiate ourselves from the competition and establish a
leading position in the China cell therapeutic
market. We also intend to out-license our technologies
to interested parties and explore the feasibility of a U.S.
allogeneic KOA clinical study with the FDA.
CBMG initially
plans to use its centralized manufacturing facility located in
Shanghai to service multiple hospitals within 200 km of the
facility. We aim to complete clinical trials for our KOA
and CD therapy candidates as soon as practicable. Our goal is to
first obtain regulatory permission for commercial use of the
therapies for the respective hospitals in which the trials are
being conducted. CBMG plans to scale up its customer base by
qualifying multiple additional hospitals for the post-trial use of
therapies, once approved, by following regulatory
guidelines.
With the AG
acquisition we intend to monetize AG’s U.S. and Chinese
intellectual property for immune cell therapy preparation
methodologies and patient immunity assessment by engaging with
prominent hospitals to conduct pre-clinical and clinical studies in
specific cancer indications. The T Cell clonality analysis
technology patent, together with AG’s other know-how for
immunity analysis, will enable the Company to establish an
immunoassay platform that is crucial for immunity evaluation of
patients with immune disorders as well as cancerous diseases that
are undergoing therapy.
We believe that few
competitors in China are as well-equipped as we are in the clinical
trial development, diversified U.S. FDA protocol compliant
manufacturing facilities, regulatory compliance and policy making
participation, as well as a long-term presence in the U.S. with
U.S.-based management and investor base.
We intend to
continue our business development efforts by adding other proven
domestic and international biotechnology partners to monetize the
China health care market.
In order to
expedite fulfillment of patient treatment CBMG has been actively
developing technologies and products with a strong intellectual
properties protection, including haMPC, derived from fat tissue,
for the treatment of KOA, CD, Asthma, COPD and other indications.
CBMG’s acquisition of AG provides an enlarged opportunity to
expand the application of its cancer therapy-enabling technologies
and to initiate clinical trials with leading cancer
hospitals. With the AG acquisition, we will continue to
seek to empower hospitals' immune cell cancer therapy development
programs that help patients improve their quality of life and
improve their survival rate.
CBMG's proprietary
and patent-protected production processes and clinical protocols
enable us to produce raw material, manufacture cells, and conduct
cell banking and distribution. Applying our proprietary
intellectual property, we will be able to customize specialize
formulations to address complex diseases and debilitating
conditions.
CBMG has been
developing disease-specific clinical treatment protocols. These
protocols are designed for each of these proprietary cell lines to
address patient-specific medical conditions. These protocols
include medical assessment to qualify each patient for treatment,
evaluation of each patient before and after a specific therapy,
cell transplantation methodologies including dosage, frequency and
the use of adjunct therapies, potential adverse effects and their
proper management.
The protocols of
haMPC therapy for KOA and CD have been approved by the
hospitals’ Institutional Review Board for clinical trials.
Once the trials are completed, the clinical data will be analyzed
by a qualified third party statistician and reports will be filed
by the hospitals to regulatory agencies for approval for use in
treating patients.
CBMG has three cGMP
facilities in Beijing, Shanghai and Wuxi, China that meet
international standards and have been certified by the CFDA. In any
precision setting, it is vital that all controlled-environment
equipment meet certain design standards. To achieve this goal, our
Shanghai cleanroom facility underwent an ISO-14644 cleanroom
certification. Additionally, our facilities have been certified to
meet the ISO-9001 Quality Management standard by SGS Group, and
accredited by the American National Bureau of Accreditation
(“ANBA”). These cGMP facilities make CBMG one of the
few companies in China with facilities that have been certified by
US- and European-based, FDA authorized ISO accreditation
institutions.
In total, our cGMP
facilities have over 23,000 sq. ft. of cleanroom space with the
capacity for nine independent cell production lines.
Most importantly,
CBMG has a manufacturing and technology team with more than 30
years of relevant experience in China, EU, and the United States.
All of these factors make CBMG a high quality cell products
manufacturer in China.
Subsidiaries and Affiliates
We conduct our
business operations through the following subsidiaries (including a
controlled various interest entity
(“VIE”):
CBMG BVI, a British
Virgin Islands corporation, is a holding company and a wholly-owned
subsidiary of Cellular Biomedicine Group, Inc. (NASDAQ: CBMG), a
Delaware corporation. We operate our biomedicine business through
CBMG BVI and its subsidiary and controlled
VIE.
Cellular
Biomedicine Group HK Limited, a Hong Kong company limited by
shares, is a holding company and wholly-owned subsidiary of CBMG
BVI.
Cellular
Biomedicine Group Ltd. (Wuxi), license number 320200400034410
(“WFOE”) is a wholly foreign-owned entity that is 100%
owned by Cellular Biomedicine Group HK Limited. This
entity’s legal name in China
is 西比曼生物科技(无锡)有限公司 ,
which directly translates to “Xi Biman Biological Technology
(Wuxi) Co. Ltd.” WFOE controls and holds ownership
rights in the business, assets and operations of Cellular
Biomedicine Group Ltd. (Shanghai) (“CBMG Shanghai”)
through variable interest entity ("VIE") agreements. We
conduct certain biomedicine business activities through WFOE,
including lab kit production and research.
Cellular
Biomedicine Group Ltd. (Shanghai) license number 310104000501869,
is a PRC domestic corporation, which we control and hold ownership
rights in, through WFOE and the above-mentioned VIE
agreements. This entity’s legal name in China
is 西比曼生物科技(上海)有限公司 ,
which directly translates to “Xi Biman Biotech (Shanghai)
Co., Ltd.” We conduct certain biomedicine business
activities through CBMG Shanghai, including clinical trials and
certain other activities requiring a domestic license in the
PRC. Mr. Chen Mingzhe and Mr. Cao Wei (our President,
Chief Operating Officer and director) together are the record
holders of all of the outstanding registered capital of CBMG
Shanghai. Mr. Chen and Mr. Cao are also directors of CBMG
Shanghai constituting the entire management of the same.
Mr. Chen and Mr. Cao receive no compensation for their roles
as managers of CBMG Shanghai.
Agreen Biotech Co.
Ltd. is a PRC domestic corporation and a wholly-owned subsidiary of
CBMG Shanghai. AG is a cancer-therapy-focused developmental stage
company whose intellectual property (including the intellectual
property of AG’s founder, which the Company also
acquired) is comprised of TCR clonality analysis technology
and Tcm and Dendritic Cell ("DC") preparation
methodologies.
Cellular
Biomedicine Group Vax, Inc., a corporation incorporated in the
State of California, is a wholly-owned subsidiary of Cellular
Biomedicine Group, Inc. It holds the assets acquired
from Blackbird, including the license on the next generation cancer
immunotherapy vaccine CD40LGVAX, its related technologies and
technical knowledge.
Legal Proceedings
On April 21, 2015,
a putative class action complaint was filed against the Company in
the U.S. District Court for the Northern District of California
captioned Bonnano v. Cellular
Biomedicine Group, Inc., 3:15-cv-01795-WHO (N.D. Ca.).
The complaint also named Wei Cao, the Company’s then-Chief
Executive Officer, and Tony Liu, the Company’s Chief
Financial Officer, as defendants. The complaint alleged that
during the class period, June 18, 2014, through April 7, 2015, the
Company made material misrepresentations in its periodic reports
filed with the SEC. The complaint alleged a cause of action
under Section 10(b) of the Securities Exchange Act of 1934 (the
“1934 Act”) against all defendants and under Section
20(a) of the 1934 Act against the individual defendants. The
complaint did not state the amount of the damages
sought.
On June 3, 2015,
defendants were served. On June 29, 2015, the Court ordered,
as stipulated by the parties, that defendants are not required to
respond to the initial complaint in this action until such time as
a lead plaintiff and lead counsel have been appointed and a
consolidated complaint has been filed. The deadline for
filing motions for the appointment of lead plaintiff and selection
of lead counsel was June 22, 2015. On that date, one
motion was filed by the Rosen Law Firm on behalf of putative
plaintiff Michelle Jackson. On August 3, 2015, having
received no opposition, the Court appointed Jackson as lead
plaintiff and the Rosen Law Firm as class counsel. As
stipulated among the parties, Jackson filed an amended class action
complaint on September 17, 2015.
The amended
complaint names ten additional individuals and entities as
defendants (“additional defendants”), none of whom were
affiliated with the Company, and asserted an additional claim under
Section 10(b) and Rule 10b-5(a) and (c) thereunder that the Company
purportedly engaged in a scheme with the additional defendants to
promote its securities. The amended complaint did not
assert any claims against Mr. Liu.
On January 19,
2016, the Company filed a motion to dismiss, which was argued on
April 20, 2016. On May 20, 2016, the Court granted the
motion to dismiss with leave to amend. Plaintiffs may amend
the complaint within 20 days of the order. The Company
anticipates that it will move to dismiss the amended complaint if
one is filed.
The Company
believes that the claims do not have merit and intends to
vigorously defend against them. At this early stage of
the proceedings it is not possible to evaluate the likelihood of an
unfavorable outcome or to estimate the range of potential
loss.
Other than as
disclosed above, we are not involved in any litigation that we
believe could have a materially adverse effect on our financial
condition or results of operations.
Additional
Information
Since inception and
through December 31, 2015, we have recorded accumulated losses
totaling approximately $57.3 million. Our historical operating
losses have resulted principally from our research and development
activities, including clinical trial activities for our product
candidates and general and administrative expenses. Ultimately, if
we secure additional approvals from the MOH, CFDA and other
regulatory bodies throughout the world for our product candidates,
our goal will be to augment our current sources of revenue and, as
applicable, deferred revenue (principally licensing fees), with
sales of such products or royalties from such sales, on which we
may pay royalties or other fees to our licensors and/or third-party
collaborators as applicable.
We have based our
estimates of development costs, market size estimates, peak annual
sales projections and similar matters described or incorporated by
reference in this prospectus on our market research, third party
reports and publicly available information which we consider
reliable. However, readers are advised that the projected dates for
filing and approval of our drug applications with the MOH, CFDA or
other regulatory authorities, our estimates of development costs,
our projected sales and similar metrics regarding our
KOA and CD therapies or any other product
candidates discussed elsewhere (or incorporated by reference) in
this prospectus are merely estimates and subject to many factors,
many of which may be beyond our control, which will likely cause us
to revise such estimates. Readers are also advised that our
projected sales figures do not take into account the royalties and
other payments we will need to make to our licensors and strategic
partners. Our estimates are based upon our management’s
reasonable judgments given the information available and their
previous experiences, although such estimates may not prove to be
accurate.
Corporate
Information
Our principal
executive offices are located at 19925 Stevens Creek Blvd., Suite
100 Cupertino, CA 95014. Our telephone number is: (408)
973-7884.
The
Securities We May Offer
We may offer and
sell from time to time up to an aggregate of $150,000,000 of any
of, or units comprised of, or other combinations of, the following
securities:
Common Stock. We may issue shares of
our common stock. Holders of common stock are entitled to receive
ratably dividends if, as and when dividends are declared from time
to time by our board of directors out of funds legally available
for that purpose, after payment of dividends required to be paid on
outstanding preferred stock or series common stock. Holders of
common stock are entitled to one vote per share. Holders of common
stock have no cumulative voting rights in the election of
directors.
Preferred Stock. We may issue shares of
our preferred stock in one or more series. Our board of directors
will determine the dividend, voting, conversion and other rights of
the series of preferred stock being offered.
Debt Securities. We may offer debt
securities, which may be secured or unsecured, senior, senior
subordinated or subordinated, may be guaranteed by our
subsidiaries, and may be convertible into shares of our common
stock. We may issue debt securities either separately or together
with, upon conversion of or in exchange for other securities. It is
likely that the debt securities that we may issue will not be
issued under an indenture.
Warrants. We may issue warrants to
purchase shares of preferred stock, common stock or debt securities
of our company. We may issue warrants independently or together
with other securities. Warrants sold with other securities as a
unit may be attached to or separate from the other securities. To
the extent the warrants are publicly-traded, we will issue warrants
under one or more warrant agreements between us and a warrant agent
that we will name in the applicable prospectus
supplement.
Rights. We may issue rights to purchase
of preferred stock or common stock or debt securities of our
company. We may issue rights independently or together with other
securities. Rights sold with other securities as a unit may be
attached to or separate from the other securities and may be (but
shall not be required to be) publicly-listed
securities.
Units. We may also issue units
comprised of one or more of the other securities described in this
prospectus in any combination. Each unit will be issued so that the
holder of the unit is also the holder of each security included in
the unit. Thus, the holder of a unit will have the rights and
obligations of a holder of each included security.
Prospectus Supplement. We will describe
the terms of any such offering in a supplement to this prospectus.
Any prospectus supplement may also add, update or change
information contained in this prospectus. Such prospectus
supplement will contain, among other pertinent information, the
following information about the offered securities:
●
offering
price, underwriting discounts and commissions or agency fees, and
our net proceeds;
●
any
market listing and trading symbol;
●
names
of lead or managing underwriters or agents and description of
underwriting or agency arrangements; and
●
the
specific terms of the offered securities.
This prospectus may
not be used to offer or sell securities without a prospectus
supplement which includes a description of the method and terms of
this offering.
RISK
FACTORS
We have included
discussions of the risks, uncertainties and assumptions under the
heading “Risk Factors” included in our Annual Report on
Form 10-K for the year ended December 31, 2015, as updated by
our subsequent filings under the Exchange Act, which risk factors
are incorporated by reference into this prospectus. See
“Where You Can Find More Information” for an
explanation of how to get a copy of this report. Additional risks
related to our securities may also be described in a prospectus
supplement and in any related free writing prospectus that we may
authorize to be provided to you.
Investing in our securities involves a high
degree of risk. Before deciding whether to invest in our
securities, you should carefully consider the risk factors we
describe in any prospectus supplement and in any related free
writing prospectus that we may authorize to be provided to you or
in any report incorporated by reference into this prospectus or
such prospectus supplement, including our Annual Report on Form
10-K for the year ended December 31, 2015, or any Annual
Report on Form 10-K or Quarterly Report on Form 10-Q that is
incorporated by reference into this prospectus or such prospectus
supplement after the date of this prospectus. Although we
discuss key risks in those risk factor descriptions, additional
risks not currently known to us or that we currently deem
immaterial also may impair our business. Our subsequent
filings with the SEC may contain amended and updated discussions of
significant risks. We cannot predict future risks or estimate
the extent to which they may affect our financial
performance.
Please also read
carefully the section above entitled “Cautionary Note
Regarding Forward-Looking Statements.”
USE
OF PROCEEDS
Except as otherwise
disclosed in the applicable prospectus supplement, we intend to use
the net proceeds from the sales of securities hereunder for the
clinical and regulatory advancement of our product candidates; for
commercialization of our products, including potential sales and
marketing of products on our own behalf; for potential acquisitions
of new technologies and products; and to meet working capital
needs. The amounts and timing of our use of the net proceeds from
this offering will depend on a number of factors, such as the
timing and progress of our research and development efforts, the
timing and progress of any partnering and commercialization
efforts, technological advances and the competitive environment for
our products. As of the date of this prospectus, we cannot specify
with certainty all of the particular uses for the net proceeds to
us from the sale of the securities offered by us hereunder and the
applicable prospectus supplement. Accordingly, our management will
have broad discretion in the timing and application of these
proceeds. Pending application of the net proceeds as described
above, we intend to temporarily invest the proceeds in short-term,
interest-bearing instruments.
DESCRIPTION
OF CAPITAL STOCK AND SECURITIES WE MAY OFFER
General
The following
description of our capital stock (which includes a description of
securities we may offer pursuant to the registration statement of
which this prospectus, as the same may be supplemented, forms a
part) does not purport to be complete and is subject to and
qualified in its entirety by our certificate of incorporation, our
bylaws and by the applicable provisions of Delaware
law.
Our authorized
capital stock consists of 300,000,000 shares of common stock and
50,000,000 shares of preferred stock. As of the date of this
prospectus, our outstanding capital stock consists of 11,991,188
shares of common stock, $.001 par value, and no shares of preferred
stock. These figures do not include securities that may be issued:
(i) pursuant to our Amended and Restated 2011 Incentive Plan;
(ii) pursuant to our 2013 Stock Incentive Plan; or (iii)
pursuant to our 2014 Stock Incentive Plan.
We, directly or
through agents, dealers or underwriters designated from time to
time, may offer, issue and sell, together or separately, up to
$150,000,000 in the aggregate of:
●
secured
or unsecured debt securities consisting of notes, debentures or
other evidences of indebtedness which may be senior debt
securities, senior subordinated debt securities or subordinated
debt securities, each of which may be convertible into equity
securities;
●
warrants
to purchase our securities;
●
rights
to purchase our securities; or
●
units
comprised of, or other combinations of, the foregoing
securities.
We may issue the
debt securities as exchangeable for or convertible into shares of
common stock, preferred stock or other securities. The preferred
stock may also be exchangeable for and/or convertible into shares
of common stock, another series of preferred stock or other
securities. The debt securities, the preferred stock, the common
stock and the warrants are collectively referred to in this
prospectus as the “securities.” When a particular
series of securities is offered, a supplement to this prospectus
will be delivered with this prospectus, which will set forth the
terms of the offering and sale of the offered
securities.
Common
Stock
As of May 6, 2016,
there were 14,089,268 shares of common stock issued and
outstanding, held of record by approximately 1,700 stockholders.
The outstanding shares of common stock are fully paid and
non-assessable. The holders of common stock are entitled to one
vote for each share held of record on all matters submitted to a
vote of the stockholders.
Our board is
divided into three classes, each of which will generally serve for
a term of three years with only one class of directors being
elected in each year. The common stock has no cumulative
voting rights, including with respect to the election of
directors.
Subject to
preferential rights with respect to any outstanding preferred
stock, holders of common stock are entitled to receive ratably such
dividends as may be declared by our board of directors out of funds
legally available therefore. Pursuant to Section 281 of Delaware
General Corporation Law, in the event of our dissolution, the
holders of common stock are entitled to the remaining assets after
payment of all liabilities of the company.
Our common stock
has no preemptive or conversion rights or other subscription
rights.
Preferred
Stock
Our certificate of
incorporation, as amended, empowers our board of directors, without
action by our shareholders, to issue up to 50,000,000 shares of
preferred stock from time to time in one or more series, which
preferred stock may be offered by this prospectus and supplements
thereto. As of the date of this prospectus, no shares of preferred
stock were designated or issued and outstanding. Our board may fix
the rights, preferences, privileges and restrictions of our
authorized but undesignated preferred shares,
including:
●
dividend
rights and preferences over dividends on our common stock or any
series of preferred stock;
●
the
dividend rate (and whether dividends are cumulative);
●
conversion
rights, if any;
●
rights
and terms of redemption (including sinking fund provisions, if
any);
●
redemption
price and liquidation preferences of any wholly unissued series of
any preferred stock and the designation thereof of any of them;
and
●
to
increase or decrease the number of shares of any series subsequent
to the issue of shares of that series but not below the number of
shares then outstanding.
You should refer to
the prospectus supplement relating to the series of preferred stock
being offered for the specific terms of that series,
including:
●
the
title of the series and the number of shares in the
series;
●
the
price at which the preferred stock will be offered;
●
the
dividend rate or rates or method of calculating the rates, the
dates on which the dividends will be payable, whether or not
dividends will be cumulative or noncumulative and, if cumulative,
the dates from which dividends on the preferred stock being offered
will cumulate;
●
the
voting rights, if any, of the holders of shares of the preferred
stock being offered;
●
the
provisions for a sinking fund, if any, and the provisions for
redemption, if applicable, of the preferred stock being offered,
including any restrictions on the foregoing as a result of
arrearage in the payment of dividends or sinking fund
installments;
●
the
liquidation preference per share;
●
the
terms and conditions, if applicable, upon which the preferred stock
being offered will be convertible into our common stock, including
the conversion price, or the manner of calculating the conversion
price, and the conversion period;
●
the
terms and conditions, if applicable, upon which the preferred stock
being offered will be exchangeable for debt securities, including
the exchange price, or the manner of calculating the exchange
price, and the exchange period;
●
any
listing of the preferred stock being offered on any securities
exchange;
●
a
discussion of any material federal income tax considerations
applicable to the preferred stock being offered;
●
the
relative ranking and preferences of the preferred stock being
offered as to dividend rights and rights upon liquidation,
dissolution or the winding up of our affairs;
●
any
limitations on the issuance of any class or series of preferred
stock ranking senior or equal to the series of preferred stock
being offered as to dividend rights and rights upon liquidation,
dissolution or the winding up of our affairs; and
●
any
additional rights, preferences, qualifications, limitations and
restrictions of the series.
Upon issuance, the
shares of preferred stock will be fully paid and nonassessable,
which means that its holders will have paid their purchase price in
full and we may not require them to pay additional
funds.
Any preferred stock
terms selected by our board of directors could decrease the amount
of earnings and assets available for distribution to holders of our
common stock or adversely affect the rights and power, including
voting rights, of the holders of our common stock without any
further vote or action by the stockholders. The rights of holders
of our common stock will be subject to, and may be adversely
affected by, the rights of the holders of any preferred stock that
may be issued by us in the future. The issuance of preferred stock
could also have the effect of delaying or preventing a change in
control of our company or make removal of management more
difficult.
Debt
Securities
As used in this
prospectus, the term “debt securities” means the
debentures, notes, bonds and other evidences of indebtedness that
we may issue from time to time. The debt securities will either be
senior debt securities, senior subordinated debt or subordinated
debt securities. We may also issue convertible debt securities.
Debt securities issued under an indenture (which we refer to herein
as an Indenture) will be entered into between us and a trustee to
be named therein. It is likely that convertible debt securities
will not be issued under an Indenture.
The Indenture or
forms of Indentures, if any, will be filed as exhibits to the
registration statement of which this prospectus is a part. The
statements and descriptions in this prospectus or in any prospectus
supplement regarding provisions of the Indentures and debt
securities are summaries thereof, do not purport to be complete and
are subject to, and are qualified in their entirety by reference
to, all of the provisions of the Indentures (and any amendments or
supplements we may enter into from time to time which are permitted
under each Indenture) and the debt securities, including the
definitions therein of certain terms.
General
Unless otherwise
specified in a prospectus supplement, the debt securities will be
direct secured or unsecured obligations of our company. The senior
debt securities will rank equally with any of our other unsecured
senior and unsubordinated debt. The subordinated debt securities
will be subordinate and junior in right of payment to any senior
indebtedness.
We may issue debt
securities from time to time in one or more series, in each case
with the same or various maturities, at par or at a discount.
Unless indicated in a prospectus supplement, we may issue
additional debt securities of a particular series without the
consent of the holders of the debt securities of such series
outstanding at the time of the issuance. Any such additional debt
securities, together with all other outstanding debt securities of
that series, will constitute a single series of debt securities
under the applicable Indenture and will be equal in
ranking.
Should an indenture
relate to unsecured indebtedness, in the event of a bankruptcy or
other liquidation event involving a distribution of assets to
satisfy our outstanding indebtedness or an event of default under a
loan agreement relating to secured indebtedness of our company or
its subsidiaries, the holders of such secured indebtedness, if any,
would be entitled to receive payment of principal and interest
prior to payments on the senior indebtedness issued under an
Indenture.
Prospectus Supplement
Each prospectus
supplement will describe the terms relating to the specific series
of debt securities being offered. These terms will include some or
all of the following:
●
the
title of debt securities and whether they are subordinated, senior
subordinated or senior debt securities;
●
any
limit on the aggregate principal amount of debt securities of such
series;
●
the
percentage of the principal amount at which the debt securities of
any series will be issued;
●
the
ability to issue additional debt securities of the same
series;
●
the
purchase price for the debt securities and the denominations of the
debt securities;
●
the
specific designation of the series of debt securities being
offered;
●
the
maturity date or dates of the debt securities and the date or dates
upon which the debt securities are payable and the rate or rates at
which the debt securities of the series shall bear interest, if
any, which may be fixed or variable, or the method by which such
rate shall be determined;
●
the
basis for calculating interest if other than 360-day year or twelve
30-day months;
●
the
date or dates from which any interest will accrue or the method by
which such date or dates will be determined;
●
the
duration of any deferral period, including the maximum consecutive
period during which interest payment periods may be
extended;
●
whether
the amount of payments of principal of (and premium, if any) or
interest on the debt securities may be determined with reference to
any index, formula or other method, such as one or more currencies,
commodities, equity indices or other indices, and the manner of
determining the amount of such payments;
●
the
dates on which we will pay interest on the debt securities and the
regular record date for determining who is entitled to the interest
payable on any interest payment date;
●
the
place or places where the principal of (and premium, if any) and
interest on the debt securities will be payable, where any
securities may be surrendered for registration of transfer,
exchange or conversion, as applicable, and notices and demands may
be delivered to or upon us pursuant to the applicable
Indenture;
●
the
rate or rates of amortization of the debt securities;
●
if we
possess the option to do so, the periods within which and the
prices at which we may redeem the debt securities, in whole or in
part, pursuant to optional redemption provisions, and the other
terms and conditions of any such provisions;
●
our
obligation or discretion, if any, to redeem, repay or purchase debt
securities by making periodic payments to a sinking fund or through
an analogous provision or at the option of holders of the debt
securities, and the period or periods within which and the price or
prices at which we will redeem, repay or purchase the debt
securities, in whole or in part, pursuant to such obligation, and
the other terms and conditions of such obligation;
●
the
terms and conditions, if any, regarding the option or mandatory
conversion or exchange of debt securities;
●
the
period or periods within which, the price or prices at which and
the terms and conditions upon which any debt securities of the
series may be redeemed, in whole or in part at our option and, if
other than by a board resolution, the manner in which any election
by us to redeem the debt securities shall be
evidenced;
●
any
restriction or condition on the transferability of the debt
securities of a particular series;
●
the
portion, or methods of determining the portion, of the principal
amount of the debt securities which we must pay upon the
acceleration of the maturity of the debt securities in connection
with any event of default if other than the full principal
amount;
●
the
currency or currencies in which the debt securities will be
denominated and in which principal, any premium and any interest
will or may be payable or a description of any units based on or
relating to a currency or currencies in which the debt securities
will be denominated;
●
provisions,
if any, granting special rights to holders of the debt securities
upon the occurrence of specified events;
●
any
deletions from, modifications of or additions to the events of
default or our covenants with respect to the applicable series of
debt securities, and whether or not such events of default or
covenants are consistent with those contained in the applicable
Indenture;
●
any
limitation on our ability to incur debt, redeem stock, sell our
assets or other restrictions;
●
the
application, if any, of the terms of the applicable Indenture
relating to defeasance and covenant defeasance (which terms are
described below) to the debt securities;
●
what
subordination provisions will apply to the debt
securities;
●
the
terms, if any, upon which the holders may convert or exchange the
debt securities into or for our common stock, preferred stock or
other securities or property;
●
whether
we are issuing the debt securities in whole or in part in global
form;
●
any
change in the right of the trustee or the requisite holders of debt
securities to declare the principal amount thereof due and payable
because of an event of default;
●
the
depositary for global or certificated debt securities, if
any;
●
any
material federal income tax consequences applicable to the debt
securities, including any debt securities denominated and made
payable, as described in the prospectus supplements, in foreign
currencies, or units based on or related to foreign
currencies;
●
any
right we may have to satisfy, discharge and defease our obligations
under the debt securities, or terminate or eliminate restrictive
covenants or events of default in the Indentures, by depositing
money or U.S. government obligations with the trustee of the
Indentures;
●
the
names of any trustees, depositories, authenticating or paying
agents, transfer agents or registrars or other agents with respect
to the debt securities;
●
to whom
any interest on any debt security shall be payable, if other than
the person in whose name the security is registered, on the record
date for such interest, the extent to which, or the manner in
which, any interest payable on a temporary global debt security
will be paid if other than in the manner provided in the applicable
Indenture;
●
if the
principal of or any premium or interest on any debt securities is
to be payable in one or more currencies or currency units other
than as stated, the currency, currencies or currency units in which
it shall be paid and the periods within and terms and conditions
upon which such election is to be made and the amounts payable (or
the manner in which such amount shall be determined);
●
the
portion of the principal amount of any debt securities which shall
be payable upon declaration of acceleration of the maturity of the
debt securities pursuant to the applicable Indenture if other than
the entire principal amount;
●
if the
principal amount payable at the stated maturity of any debt
security of the series will not be determinable as of any one or
more dates prior to the stated maturity, the amount which shall be
deemed to be the principal amount of such debt securities as of any
such date for any purpose, including the principal amount thereof
which shall be due and payable upon any maturity other than the
stated maturity or which shall be deemed to be outstanding as of
any date prior to the stated maturity (or, in any such case, the
manner in which such amount deemed to be the principal amount shall
be determined); and
●
any
other specific terms of the debt securities, including any
modifications to the events of default under the debt securities
and any other terms which may be required by or advisable under
applicable laws or regulations.
Unless otherwise
specified in the applicable prospectus supplement, the debt
securities will not be listed on any securities exchange. Holders
of the debt securities may present registered debt securities for
exchange or transfer in the manner described in the applicable
prospectus supplement. Except as limited by the applicable
Indenture, we will provide these services without charge, other
than any tax or other governmental charge payable in connection
with the exchange or transfer.
Debt securities may
bear interest at a fixed rate or a variable rate as specified in
the prospectus supplement. In addition, if specified in the
prospectus supplement, we may sell debt securities bearing no
interest or interest at a rate that at the time of issuance is
below the prevailing market rate, or at a discount below their
stated principal amount. We will describe in the applicable
prospectus supplement any special federal income tax considerations
applicable to these discounted debt securities.
We may issue debt
securities with the principal amount payable on any principal
payment date, or the amount of interest payable on any interest
payment date, to be determined by referring to one or more currency
exchange rates, commodity prices, equity indices or other factors.
Holders of such debt securities may receive a principal amount on
any principal payment date, or interest payments on any interest
payment date, that are greater or less than the amount of principal
or interest otherwise payable on such dates, depending upon the
value on such dates of applicable currency, commodity, equity index
or other factors. The applicable prospectus supplement will contain
information as to how we will determine the amount of principal or
interest payable on any date, as well as the currencies,
commodities, equity indices or other factors to which the amount
payable on that date relates and certain additional tax
considerations.
Warrants
We may issue
warrants for the purchase of our common stock, preferred stock or
debt securities or any combination thereof. Warrants may be issued
independently or together with our common stock, preferred stock or
debt securities and may be attached to or separate from any offered
securities. To the extent warrants that we issue are to be
publicly-traded, each series of such warrants will be issued under
a separate warrant agreement to be entered into between us and a
bank or trust company, as warrant agent. The warrant agent will act
solely as our agent in connection with such warrants. The warrant
agent will not have any obligation or relationship of agency or
trust for or with any holders or beneficial owners of
warrants.
We will file as
exhibits to the registration statement of which this prospectus is
a part, or will incorporate by reference from a current report on
Form 8-K that we file with the SEC, forms of the warrant and
warrant agreement, if any. The prospectus supplement relating to
any warrants that we may offer will contain the specific terms of
the warrants and a description of the material provisions of the
applicable warrant agreement, if any. These terms may include the
following:
●
the
title of the warrants;
●
the
price or prices at which the warrants will be issued;
●
the
designation, amount and terms of the securities or other rights for
which the warrants are exercisable;
●
the
designation and terms of the other securities, if any, with which
the warrants are to be issued and the number of warrants issued
with each other security;
●
the
aggregate number of warrants;
●
any
provisions for adjustment of the number or amount of securities
receivable upon exercise of the warrants or the exercise price of
the warrants;
●
the
price or prices at which the securities or other rights purchasable
upon exercise of the warrants may be purchased;
●
if
applicable, the date on and after which the warrants and the
securities or other rights purchasable upon exercise of the
warrants will be separately transferable;
●
a
discussion of any material U.S. federal income tax considerations
applicable to the exercise of the warrants;
●
the
date on which the right to exercise the warrants will commence, and
the date on which the right will expire;
●
the
maximum or minimum number of warrants that may be exercised at any
time;
●
information
with respect to book-entry procedures, if any; and
●
any
other terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the
warrants.
Exercise of Warrants. Each warrant
will entitle the holder of warrants to purchase the amount of
securities or other rights, at the exercise price stated or
determinable in the prospectus supplement for the warrants.
Warrants may be exercised at any time up to the close of business
on the expiration date shown in the applicable prospectus
supplement, unless otherwise specified in such prospectus
supplement. After the close of business on the expiration date, if
applicable, unexercised warrants will become void. Warrants may be
exercised in the manner described in the applicable prospectus
supplement. When the warrant holder makes the payment and properly
completes and signs the warrant certificate at the corporate trust
office of the warrant agent, if any, or any other office indicated
in the prospectus supplement, we will, as soon as possible, forward
the securities or other rights that the warrant holder has
purchased. If the warrant holder exercises less than all of the
warrants represented by the warrant certificate, we will issue a
new warrant certificate for the remaining warrants.
Rights
We may issue rights
to purchase our securities. The rights may or may not be
transferable by the persons purchasing or receiving the rights. In
connection with any rights offering, we may enter into a standby
underwriting or other arrangement with one or more underwriters or
other persons pursuant to which such underwriters or other persons
would purchase any offered securities remaining unsubscribed for
after such rights offering. Each series of rights will be issued
under a separate rights agent agreement to be entered into between
us and one or more banks, trust companies or other financial
institutions, as rights agent, that we will name in the applicable
prospectus supplement. The rights agent will act solely as our
agent in connection with the rights and will not assume any
obligation or relationship of agency or trust for or with any
holders of rights certificates or beneficial owners of
rights.
The prospectus
supplement relating to any rights that we offer will include
specific terms relating to the offering, including, among other
matters:
●
the
date of determining the security holders entitled to the rights
distribution;
●
the
aggregate number of rights issued and the aggregate amount of
securities purchasable upon exercise of the rights;
●
the
conditions to completion of the rights offering;
●
the
date on which the right to exercise the rights will commence and
the date on which the rights will expire; and
●
any
applicable federal income tax considerations.
Each right would
entitle the holder of the rights to purchase for cash the principal
amount of securities at the exercise price set forth in the
applicable prospectus supplement. Rights may be exercised at any
time up to the close of business on the expiration date for the
rights provided in the applicable prospectus supplement. After the
close of business on the expiration date, all unexercised rights
will become void.
If less than all of
the rights issued in any rights offering are exercised, we may
offer any unsubscribed securities directly to persons other than
our security holders, to or through agents, underwriters or dealers
or through a combination of such methods, including pursuant to
standby arrangements, as described in the applicable prospectus
supplement.
Units
We may issue units
consisting of any combination of the other types of securities
offered under this prospectus in one or more series. We may
evidence each series of units by unit certificates that we may
issue under a separate agreement. We may enter into unit agreements
with a unit agent. Each unit agent, if any, may be a bank or trust
company that we select. We will indicate the name and address of
the unit agent, if any, in the applicable prospectus supplement
relating to a particular series of units. Specific unit agreements,
if any, will contain additional important terms and provisions. We
will file as an exhibit to the registration statement of which this
prospectus is a part, or will incorporate by reference from a
current report that we file with the SEC, the form of unit and the
form of each unit agreement, if any, relating to units offered
under this prospectus.
If we offer any
units, certain terms of that series of units will be described in
the applicable prospectus supplement, including, without
limitation, the following, as applicable
●
the
title of the series of units;
●
identification
and description of the separate constituent securities comprising
the units;
●
the
price or prices at which the units will be issued;
●
the
date, if any, on and after which the constituent securities
comprising the units will be separately transferable;
●
a
discussion of certain United States federal income tax
considerations applicable to the units; and
●
any
other material terms of the units and their constituent
securities.
Transfer
Agent and Registrar
Corporate Stock
Transfer, Inc. is the transfer agent and registrar for our common
stock.
Listing
Our common stock is
quoted on The NASDAQ Global Market under the trading symbol
“CBMG.”
PLAN
OF DISTRIBUTION
We may sell the
securities from time to time pursuant to underwritten public
offerings, direct sales to the public, negotiated transactions,
block trades or a combination of these methods. We may sell the
securities to or through underwriters or dealers, through agents,
or directly to one or more purchasers. We may distribute securities
from time to time in one or more transactions:
●
at a
fixed price or prices, which may be changed;
●
at
market prices prevailing at the time of sale;
●
at
prices related to such prevailing market prices; or
A prospectus
supplement or supplements will describe the terms of the offering
of the securities, including, to the extent
applicable:
●
the
terms of the offering;
●
the
name or names of the underwriters, if any;
●
the
purchase price of the securities or other consideration therefor,
and the proceeds, if any, we will receive from the
sale;
●
any
over-allotment options under which underwriters may purchase
additional securities from us;
●
any
agency fees or underwriting discounts and other items constituting
agents’ or underwriters’ compensation;
●
any
public offering price;
●
any
discounts or concessions allowed or re-allowed or paid to dealers;
and
●
any
securities exchange or market on which the securities may be
listed.
Only underwriters
named in the prospectus supplement will be underwriters of the
securities offered by the prospectus supplement.
If underwriters are
used in the sale, they will acquire the securities for their own
account and may resell the securities from time to time in one or
more transactions at a fixed public offering price or at varying
prices determined at the time of sale. The obligations of the
underwriters to purchase the securities will be subject to the
conditions set forth in the applicable underwriting agreement. We
may offer the securities to the public through underwriting
syndicates represented by managing underwriters or by underwriters
without a syndicate. Subject to certain conditions, the
underwriters will be obligated to purchase all of the securities
offered by the prospectus supplement, other than securities covered
by any over-allotment option. Any public offering price and any
discounts or concessions allowed or re-allowed or paid to dealers
may change from time to time. We may use underwriters with whom we
have a material relationship. We will describe in the prospectus
supplement, naming the underwriter, the nature of any such
relationship.
We may sell
securities directly or through agents we designate from time to
time. We will name any agent involved in the offering and sale of
securities, and we will describe any commissions we will pay the
agent in the prospectus supplement. Unless the prospectus
supplement states otherwise, our agent will act on a best-efforts
basis for the period of its appointment.
We may authorize
agents or underwriters to solicit offers by certain types of
institutional investors to purchase securities from us at the
public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and
delivery on a specified date in the future. We will describe the
conditions to these contracts and the commissions we must pay for
solicitation of these contracts in the prospectus
supplement.
We may also make
sales through the Internet or through other electronic means. Since
we may from time to time elect to offer securities directly to the
public, with or without the involvement of agents, underwriters or
dealers, utilizing the Internet or other forms of electronic
bidding or ordering systems for the pricing and allocation of such
securities, you will want to pay particular attention to the
description of that system we will provide in a prospectus
supplement.
Such electronic
system may allow bidders to directly participate, through
electronic access to an auction site, by submitting conditional
offers to buy that are subject to acceptance by us, and which may
directly affect the price or other terms and conditions at which
such securities are sold. These bidding or ordering systems may
present to each bidder, on a so-called “real-time”
basis, relevant information to assist in making a bid, such as the
clearing spread at which the offering would be sold, based on the
bids submitted, and whether a bidder’s individual bids would
be accepted, prorated or rejected. For example, in the case of debt
security, the clearing spread could be indicated as a number of
“basis points” above an index treasury note. Of course,
many pricing methods can and may also be used.
Upon
completion of such an electronic auction process, securities will
be allocated based on prices bid, terms of bid or other factors.
The final offering price at which securities would be sold and the
allocation of securities among bidders would be based in whole or
in part on the results of the Internet or other electronic bidding
process or auction.
We may provide
agents and underwriters with indemnification against civil
liabilities, including liabilities under the Securities Act or
contribution with respect to payments that the agents or
underwriters may make with respect to these liabilities. Agents and
underwriters may engage in transactions with, or perform services
for, us in the ordinary course of business.
All securities we
may offer, other than common stock, will be new issues of
securities with no established trading market. Any underwriters may
make a market in these securities, but will not be obligated to do
so and may discontinue any market making at any time without
notice. We cannot guarantee the liquidity of the trading markets
for any securities.
Any underwriter may
engage in over-allotment, stabilizing transactions, short-covering
transactions and penalty bids in accordance with Regulation M
under the Exchange Act. Over-allotment involves sales in excess of
the offering size, which create a short position. Stabilizing
transactions permit bids to purchase the underlying security so
long as the stabilizing bids do not exceed a specified maximum
price. Syndicate-covering or other short-covering transactions
involve purchases of the securities, either through exercise of the
over-allotment option or in the open market after the distribution
is completed, to cover short positions. Penalty bids permit the
underwriters to reclaim a selling concession from a dealer when the
securities originally sold by the dealer are purchased in a
stabilizing or covering transaction to cover short positions. Those
activities may cause the price of the securities to be higher than
it would otherwise be. If commenced, the underwriters may
discontinue any of the activities at any time.
Any underwriters or
agents that are qualified market makers on The NASDAQ Global Market
may engage in passive market making transactions in the common
stock on The NASDAQ Global Market in accordance with
Regulation M under the Exchange Act, during the business day
prior to the pricing of the offering, before the commencement of
offers or sales of our common stock. Passive market makers must
comply with applicable volume and price limitations and must be
identified as passive market makers. In general, a passive market
maker must display its bid at a price not in excess of the highest
independent bid for such security; if all independent bids are
lowered below the passive market maker’s bid, however, the
passive market maker’s bid must then be lowered when certain
purchase limits are exceeded. Passive market making may stabilize
the market price of the securities at a level above that which
might otherwise prevail in the open market and, if commenced, may
be discontinued at any time.
LEGAL
MATTERS
Unless otherwise
indicated in the applicable prospectus supplement, the validity of
the securities offered by this prospectus, and any supplement
thereto, will be passed upon for us by Ellenoff Grossman &
Schole LLP, New York, NY. The legality of the securities for any
underwriters, dealers or agents will be passed upon by counsel as
may be specified in the applicable prospectus
supplement.
EXPERTS
The consolidated
financial statements as of December 31, 2015 and for the year then
ended and management's assessment of the effectiveness of internal
control over financial reporting as of December 31, 2015
incorporated by reference in this prospectus have been so
incorporated in reliance on the reports of BDO China Shu Lun Pan
Certified Public Accountants LLP, an independent registered public
accounting firm, incorporated herein by reference, given on the
authority of said firm as experts in auditing and
accounting.
The consolidated
financial statements as of December 31, 2014 and for the years
ended December 31, 2014 and 2013 incorporated by reference in this
prospectus have been so incorporated in reliance on the report of
BDO USA, LLP, an independent registered public accounting firm,
incorporated herein by reference, given on the authority of said
firm as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
We have filed a
registration statement with the Securities and Exchange Commission
under the Securities Act with respect to the shares of our common
stock offered by this prospectus. This prospectus is part of that
registration statement and does not contain all the information
included in the registration statement.
For further
information with respect to our common stock and us, you should
refer to the registration statement, its exhibits and the material
incorporated by reference therein. Portions of the exhibits have
been omitted as permitted by the rules and regulations of the
Securities and Exchange Commission. Statements made in this
prospectus as to the contents of any contract, agreement or other
document referred to are not necessarily complete. In each
instance, we refer you to the copy of the contracts or other
documents filed as an exhibit to the registration statement, and
these statements are hereby qualified in their entirety by
reference to the contract or document. The registration statement
may be inspected and copied at the public reference facilities
maintained by the Securities and Exchange Commission at Room 1024,
Judiciary Plaza, 100 F Street, N.E., Washington, D.C. 20549 and the
Regional Offices at the Commission located in the Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and
at 233 Broadway, New York, NY 10279. Copies of those filings can be
obtained from the Commission’s Public Reference Section,
Judiciary Plaza, 100 F Fifth Street, N.E., Washington, D.C. 20549
at prescribed rates and may also be obtained from the web site that
the Securities and Exchange Commission maintains at
http://www.sec.gov. You may also call the Commission at
1-800-SEC-0330 for more information. We file annual, quarterly and
current reports and other information with the Securities and
Exchange Commission. You may read and copy any reports, statements
or other information on file at the Commission’s public
reference room in Washington, D.C. You can request copies of those
documents upon payment of a duplicating fee, by writing to the
Securities and Exchange Commission.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
We are
“incorporating by reference” certain documents we file
with the SEC, which means that we can disclose important
information to you by referring you to those documents. The
information in the documents incorporated by reference is
considered to be part of this prospectus supplement. Statements
contained in documents that we file with the SEC and that are
incorporated by reference in this prospectus supplement will
automatically update and supersede information contained in this
prospectus supplement, including information in previously filed
documents or reports that have been incorporated by reference in
this prospectus supplement, to the extent the new information
differs from or is inconsistent with the old information. We have
filed or may file the following documents with the SEC and they are
incorporated herein by reference as of their respective dates of
filing:
●
our
Annual Report on Form 10-K for the year ended December 31, 2015 as
filed with the SEC on March 14, 2016;
●
our
Quarterly Report on Form 10-Q for the three months ended March 31,
2016 as filed with the SEC on May 9, 2016;
●
our
Current Reports on Form 8-K and/or their amendments as filed with
the SEC on January 11, 2016, January 28, 2016 , February 10, 2016,
April 15, 2016, April 20, 2016, May 5, 2016 and May 25, 2016;
and
●
the
description of our common stock contained in our Form 8-A filed
with the SEC on June 13, 2014, and as it may be further amended
from time to time, under the caption “Item 1. Description of
Registrant’s Securities to be Registered.”
All reports and
definitive proxy or information statements filed pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the filing of this Registration Statement and prior to the filing
of a post-effective amendment which indicates that all securities
offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof
from the date of filing such documents, except as to specific
sections of such statements as set forth therein. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained in any subsequently filed document which also
is deemed to be incorporated by reference herein modifies or
supersedes such statement.
You may request a
copy of these filings at no cost (other than exhibits unless such
exhibits are specifically incorporated by reference) by writing or
telephoning us at the following address and telephone
number:
Cellular
Biomedicine Group, Inc.
19925 Stevens Creek
Blvd., Suite 100
Cupertino, CA
95014
Telephone:
(408) 973-7884
Attention: Tony
Liu
Shares
Common
Stock
PROSPECTUS SUPPLEMENT
Joint Book-Running Managers
|
Cantor
|
Baird
|
,
2019