As filed with the Securities and Exchange Commission on July 5,
2019
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Cellular Biomedicine Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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86-1032927
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1345 Avenue of the Americas, Floor 15
New York, NY 10105
(347) 905 -5663
(Address, including zip code, and telephone number, including area
code, of registrant’s principal executive
offices)
Tony Liu, Chief Executive Officer
1345 Avenue of the Americas, Floor 15
New York, NY 10105
(347) 905 -5663
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Barry I. Grossman, Esq.
Sarah E. Williams, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of Americas
New York, NY 10105
(212) 370-1300
Fax: (212) 370-7889
Approximate date of commencement of proposed
sale to the public
: From time to time after the effective
date of this Registration Statement.
If the
only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check
the following box: ☐
If any
of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, as amended, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box: ☒
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the
earlier effective registration statement for the same
offering. ☐
If this
Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following
box. ☐
If this
Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate by check
mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the
Exchange Act.
Large accelerated filer
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Accelerated filer
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☒
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Non-accelerated
filer
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☐
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Smaller reporting company
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☐
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Emerging
growth company
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☐
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CALCULATION OF REGISTRATION FEE
Title of Each
Class of
Securities to be
Registered
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Amount
to
be
Registered(1)(2)
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Proposed
Maximum
Aggregate
Offering
Price
per
Security(1)(2)
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Proposed
Maximum
Aggregate
Offering
Price(2)
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Amount of
Registration Fee
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Primary
Offering:
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Common Stock, par value $.001
per share(3)
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Preferred Stock,
par value $.001 per share(3)
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Debt
Securities(3)
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Warrants
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Rights
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Units
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Total
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$
200,000,000.00
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$
24,240
(2)
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(1)
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With
respect to the primary offering, such indeterminate number or
amount of debt securities, common stock, preferred stock, warrants
and units to purchase any combination of the foregoing securities,
and rights, as may from time to time be issued at indeterminate
prices, with an aggregate initial offering price not to exceed
$200,000,000. In addition, pursuant to Rule 416 of the Securities
Act, the shares being registered hereunder include such
indeterminate number of shares of common stock and preferred stock
as may be issuable with respect to the shares being registered
hereunder as a result of stock splits, stock dividends, or similar
transactions. Securities registered hereunder may be sold
separately or together in any combination with other securities
registered hereunder.
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(2)
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With
respect to the primary offering, estimated solely for the purpose
of calculating the registration fee for a primary offering pursuant
to Rule 457(o) under the Securities Act of 1933, as
amended (the "Securities Act"). Pursuant to
Rule 457(o) under the Securities Act and General
Instruction II.D. of Form S-3, the table does not specify by
each class information as to the amount to be registered or
proposed maximum offering price per unit.
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(3)
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Subject
to footnote (1), there are also being registered hereunder an
indeterminate principal amount or number of shares of debt
securities, preferred stock or common stock that may be issued upon
conversion of, or in exchange for, debt securities or preferred
stock registered hereunder or upon exercise of warrants registered
hereunder, as the case may be.
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The
Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933
or until this Registration Statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a),
may determine.
The information in this prospectus is not complete and may be
changed. We may not sell the securities until the Registration
Statement filed with the Securities and Exchange Commission, of
which this prospectus is a part, is
effective.
SUBJECT TO COMPLETION, DATED JULY 5, 2019
PROSPECTUS
$200,000,000
Common Stock
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Preferred Stock
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Debt Securities
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Warrants
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Rights
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Units
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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 $200,000,000:
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common
stock;
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preferred
stock;
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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;
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warrants
to purchase our securities;
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rights
to purchase any of the foregoing securities; or
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units
comprised of, or other combinations of, the foregoing
securities.
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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 Select Market under the
symbol “CBMG.” The last reported sale price of our
common stock on The NASDAQ Global Select Market on July 3, 2019 was
$14.09 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
,
2019.
TABLE OF CONTENTS
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Page
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About
This Prospectus
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-ii-
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Cautionary
Note Regarding Forward-Looking Statements
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-iii-
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Prospectus
Summary
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1
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Risk
Factors
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3
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Use of
Proceeds
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3
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Description
of Capital Stock and Securities We May Offer
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4
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Plan of
Distribution
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10
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Legal
Matters
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12
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Experts
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12
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Where
You Can Find More Information
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12
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Incorporation
of Certain Information By Reference
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13
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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 $200,000,000. 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:
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Our
anticipated cash needs and our estimates regarding our anticipated
expenses, capital requirements and our need for additional
financing;
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the
success, cost and timing of our product development activities and
clinical trials;
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our
ability and the potential to successfully advance our technology
platform to improve the safety and effectiveness of our existing
product candidates;
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the
potential for our identified research priorities to advance our
cancer and degenerative disease technologies;
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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 (each as defined
below);
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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; and
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our
plans to continue to develop our manufacturing facilities.
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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
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.
Our Targeted Indications and Potential Therapies
Our
clinical and preclinical pipeline, including stage of clinical
development in China, is set forth below:
Corporate Information
Our
principal executive offices are located at 1345 Avenue of the
Americas, Floor 15, New York, NY 10105. Our telephone number is:
(347) 905-5663.
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, 2018 and
our
Quarterly Report on Form 10-Q for the quarter
ended March 31, 2019, 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, 2018, our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2019 or any
other 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
19,229,688 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; (iii) pursuant to our 2014 Stock Incentive Plan or (iv)
pursuant to our 2019 Equity 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 $200,000,000 in the aggregate of:
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common
stock;
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preferred
stock;
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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;
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warrants
to purchase our securities;
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rights
to purchase our securities; or
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units
comprised of, or other combinations of, the foregoing
securities.
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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 17, 2019, there were 20,285,187 and 19,229,688 shares of common
stock issued and outstanding, held of record by approximately 1,642
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:
You
should refer to the prospectus supplement relating to the series of
preferred stock being offered for the specific terms of that
series, including:
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the
title of the series and the number of shares in the
series;
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the
price at which the preferred stock will be offered;
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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;
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the
voting rights, if any, of the holders of shares of the preferred
stock being offered;
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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;
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the
liquidation preference per share;
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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;
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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;
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any
listing of the preferred stock being offered on any securities
exchange;
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a
discussion of any material federal income tax considerations
applicable to the preferred stock being offered;
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any
preemptive rights;
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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;
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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
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any
additional rights, preferences, qualifications, limitations and
restrictions of the series.
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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:
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the
title of debt securities and whether they are subordinated, senior
subordinated or senior debt securities;
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any
limit on the aggregate principal amount of debt securities of such
series;
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the
percentage of the principal amount at which the debt securities of
any series will be issued;
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the
ability to issue additional debt securities of the same
series;
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the
purchase price for the debt securities and the denominations of the
debt securities;
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the
specific designation of the series of debt securities being
offered;
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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;
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the
basis for calculating interest if other than 360-day year or twelve
30-day months;
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the
date or dates from which any interest will accrue or the method by
which such date or dates will be determined;
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the
duration of any deferral period, including the maximum consecutive
period during which interest payment periods may be
extended;
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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;
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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;
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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;
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the
rate or rates of amortization of the debt securities;
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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;
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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;
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the
terms and conditions, if any, regarding the option or mandatory
conversion or exchange of debt securities;
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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;
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any
restriction or condition on the transferability of the debt
securities of a particular series;
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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;
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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;
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provisions,
if any, granting special rights to holders of the debt securities
upon the occurrence of specified events;
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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;
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any
limitation on our ability to incur debt, redeem stock, sell our
assets or other restrictions;
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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;
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what
subordination provisions will apply to the debt
securities;
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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;
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whether
we are issuing the debt securities in whole or in part in global
form;
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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;
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the
depositary for global or certificated debt securities, if
any;
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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;
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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;
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the
names of any trustees, depositories, authenticating or paying
agents, transfer agents or registrars or other agents with respect
to the debt securities;
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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;
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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);
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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;
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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
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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.
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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:
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the
title of the warrants;
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the
price or prices at which the warrants will be issued;
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the
designation, amount and terms of the securities or other rights for
which the warrants are exercisable;
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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;
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the
aggregate number of warrants;
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any
provisions for adjustment of the number or amount of securities
receivable upon exercise of the warrants or the exercise price of
the warrants;
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the
price or prices at which the securities or other rights purchasable
upon exercise of the warrants may be purchased;
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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;
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a
discussion of any material U.S. federal income tax considerations
applicable to the exercise of the warrants;
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the
date on which the right to exercise the warrants will commence, and
the date on which the right will expire;
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the
maximum or minimum number of warrants that may be exercised at any
time;
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information
with respect to book-entry procedures, if any; and
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any
other terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the
warrants.
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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:
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the
date of determining the security holders entitled to the rights
distribution;
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the
aggregate number of rights issued and the aggregate amount of
securities purchasable upon exercise of the rights;
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the
exercise price;
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the
conditions to completion of the rights offering;
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the
date on which the right to exercise the rights will commence and
the date on which the rights will expire; and
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any
applicable federal income tax considerations.
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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
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the
title of the series of units;
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identification
and description of the separate constituent securities comprising
the units;
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the
price or prices at which the units will be issued;
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the
date, if any, on and after which the constituent securities
comprising the units will be separately transferable;
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a
discussion of certain United States federal income tax
considerations applicable to the units; and
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any
other material terms of the units and their constituent
securities.
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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 Select 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:
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at a
fixed price or prices, which may be changed;
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at
market prices prevailing at the time of sale;
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at
prices related to such prevailing market prices; or
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at
negotiated prices.
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A
prospectus supplement or supplements will describe the terms of the
offering of the securities, including, to the extent
applicable:
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the
terms of the offering;
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the
name or names of the underwriters, if any;
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the
purchase price of the securities or other consideration therefor,
and the proceeds, if any, we will receive from the
sale;
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any
over-allotment options under which underwriters may purchase
additional securities from us;
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any
agency fees or underwriting discounts and other items constituting
agents’ or underwriters’ compensation;
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any
public offering price;
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any
discounts or concessions allowed or re-allowed or paid to dealers;
and
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any
securities exchange or market on which the securities may be
listed.
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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 Select Market may engage in passive market making
transactions in the common stock on The NASDAQ Global Select 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
financial statements incorporated in this Prospectus by reference
to the Annual Report on Form 10-K for the year ended
December 31, 2018 has 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 said firm as expert 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 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, 2018 as
filed with the SEC on February 19, 2019;
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|
|
|
●
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|
our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2019
as filed with the SEC on April 30, 2019;
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|
|
|
●
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|
our
Current Reports on Form 8-K and/or their amendments as filed with
the SEC on January 4, 2019, January 25, 2019, March 22, 2019, April
29, 2019 and May 16, 2019; and
|
|
|
|
●
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|
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.”
|
A
ll documents filed by us pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this prospectus and before the termination or
completion of this offering of our securities shall be deemed to be
incorporated by reference in this prospectus and to be a part of it
from the filing dates of such documents, except in each case for
information contained in any such filing where we indicate that
such information is being furnished and is not to be considered
“filed” under the Securities Exchange Act of 1934, as
amended.
Any
statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus shall be deemed
modified, superseded or replaced for purposes of this prospectus to
the extent that a statement contained in this prospectus, or in any
subsequently filed document that also is deemed to be incorporated
by reference in this prospectus, modifies, supersedes or replaces
such statement. Any statement so modified, superseded or replaced
shall not be deemed, except as so modified, superseded or replaced,
to constitute a part of this prospectus. None of the information
that we disclose under Items 2.02 or 7.01 of any Current Report on
Form 8-K or any corresponding information, either furnished under
Item 9.01 or included as an exhibit therein, that we may from
time to time furnish to the SEC will be incorporated by reference
into, or otherwise included in, this prospectus, except as
otherwise expressly set forth in the relevant document. Subject to
the foregoing, all information appearing in this prospectus is
qualified in its entirety by the information appearing in the
documents incorporated by reference.
Documents incorporated by reference are available
from us without charge, excluding all exhibits unless we have
specifically incorporated by reference the exhibit in this
prospectus.
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, Floor 15
New
York, NY 10105
Telephone:
(347) 905 -5663
Attention:
Tony Liu
$200,000,000
Common Stock
|
Preferred Stock
|
Debt Securities
|
Warrants
|
Rights
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Units
|
Prospectus
, 2019
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and
Distribution
The
following table sets forth an estimate of the fees and expenses,
other than the underwriting discounts and commissions, payable by
the Registrant in connection with the issuance and distribution of
the securities being registered. All the amounts shown are
estimates, except for the SEC registration fee.
|
|
Amount
|
|
SEC
registration fee
|
|
$
|
24,240
|
|
The
NASDAQ Global Market supplemental listing fee
|
|
$
|
|
(1)
|
Fees
and expenses of the trustee
|
|
$
|
|
(1)
|
Printing
expenses
|
|
$
|
|
(1)
|
Legal
fees and expenses
|
|
$
|
|
(1)
|
Accounting
fees and expenses
|
|
$
|
|
(1)
|
Blue
Sky, qualification fees and expenses
|
|
$
|
|
(1)
|
Transfer
agent fees and expenses
|
|
$
|
|
(1)
|
Miscellaneous
|
|
$
|
|
(1)
|
|
|
|
|
|
Total
|
|
$
|
|
(1)
|
(1)
|
These fees are calculated based on the securities offered and the
number of issuance and accordingly cannot be estimated at this
time.
|
Item 15. Indemnification of Directors and
Officers
Our
certificate of incorporation provides that all our directors,
officers, employees and agents shall be entitled to be indemnified
by us to the fullest extent permitted under the Delaware General
Corporation Law, provided that they acted in good faith and that
they reasoned their conduct or action was in, or not opposed to,
the best interest of our company.
Our
bylaws provide for indemnification of our officers, directors and
others who become a party to an action on our behalf by us to the
fullest extent not prohibited under the Delaware General
Corporation Law. Further, we maintain officer and director
liability insurance.
The
underwriting agreement(s) that we may enter into in connection with
the securities being offered under this registration statement may
provide for indemnification by any underwriters used by us, our
directors, our officers who sign the registration statement and our
controlling persons for some liabilities, including liabilities
arising under the Securities Act.
Insofar
as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore,
unenforceable.
Item 16. Exhibits
The
following exhibits are filed with this Registration
statement.
Exhibit
Number
|
|
Description of
Document
|
|
|
|
1.1
|
|
Form of
Underwriting Agreement**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Form of
Indenture*
|
4.2
|
|
Form of
Debt Securities**
|
4.3
|
|
Form of
Warrant Agreement and Form of Warrant Certificate**
|
4.4
|
|
Form of
Preferred Stock Certificate and Form of Certificate of Designation
of Preferred Stock**
|
4.5
|
|
Form of
Unit Agreement and Form of Unit Certificate**
|
4.6
|
|
Form of
Rights Agreement and Form of Rights Certificate**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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24.1
|
|
Power
of Attorney (included in Part II of this Registration
Statement)*
|
25.1
|
|
Statement
of Eligibility of Trustee on Form T-1**+
|
*
|
Filed
herewith.
|
**
|
If
applicable, to be filed by an amendment or as an exhibit to a
report pursuant to section 13(a) or section 15(d) of the Exchange
Act and incorporated by reference.
|
+
|
To be
filed pursuant to Rule 305(b)(2) of the Trust Indenture
Act.
|
(1)
|
Incorporated
by reference to the exhibit filed with the Registration Statement
on Form 10-SB filed on October 30, 2006 (File No.
000-52282).
|
(2)
|
Incorporated
by reference to the exhibit filed with the Form 8-K on November 20,
2012.
|
(3)
|
Incorporated
by reference to the exhibit filed with the Form 8-K on January 22,
2013.
|
(4)
|
Incorporated
by reference to the exhibit filed with the Form 8-K on February 4,
2013.
|
(5)
|
Incorporated
by reference to the exhibit filed with the Form 8-K on February 12,
2013.
|
(6)
|
Incorporated
by reference to the exhibit filed with the Form 8-K on September
21, 2016.
|
(7)
|
Incorporated
by reference to the exhibit filed with the Form 8-K on February 12,
2013.
|
(8)
|
Incorporated
by reference to the exhibit filed with the Form 10-K on April 4,
2013.
|
(9)
|
Incorporated
by reference to the exhibit filed with the Definitive Schedule 14A
filed on November 21, 2013.
|
(10)
|
Incorporated
by reference to the exhibit filed with the Definitive Schedule 14A
filed on September 23, 2014.
|
(11)
|
Incorporated
by reference to the exhibit filed with the Definitive Schedule
14A/A filed on March 23, 2017.
|
(12)
|
Incorporated
by reference to the exhibit filed with the Definitive Schedule 14 A
filed on March 15, 2019.
|
Item 17. Undertakings
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
(i) To
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in
the effective registration statement;
(iii)
To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
Provided, however,
that the
undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and
(a)(1)(iii) above do not apply if the registration statement is on
Form S-3 or Form F-3 and the information required to be included in
a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act that are incorporated by reference in the registration
statements or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is a part of the registration
statement.
(2)
That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(5)
That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3)
shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the
registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by section 10(a) of the Securities Act of 1933
shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which
that prospectus relates, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.
(6)
That, for the purpose of determining liability of the registrant
under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, the undersigned registrant
undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
(ii)
any free writing prospectus relating to the offering prepared by or
on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii)
the portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv)
any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as
amended, each filing of the registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h)
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by
a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933, and will be
governed by the final adjudication of such issue.
(j) If
and when applicable, the undersigned registrant hereby undertakes
to file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section
310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of
the Act.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New
York, New York, on July 5, 2019.
|
CELLULAR BIOMEDICINE GROUP, INC.
|
|
|
|
|
|
|
By:
|
/s/
Bizuo (Tony) Liu
|
|
|
Name:
|
Bizuo
(Tony) Liu
|
|
|
Title:
|
Chief
Executive Officer
|
|
|
|
|
|
KNOW ALL PERSONS BY THESE PRESENTS
, that
each person whose signature appears below does hereby constitute
and appoint Terry Belmont and Bizuo (Tony) Liu, and each of them,
with full power of substitution, such person’s true and
lawful attorneys-in-fact and agents for such person, with full
power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents,
and any one of them, determine may be necessary or advisable or
required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments,
both pre-effective and post-effective, supplements to this
Registration Statement, and to any registration statement filed
pursuant to Rule 462(b) of the Securities Act of 1933, as
amended and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned
hereby ratifies and confirms that all said attorneys and agents, or
any one of them, shall do or cause to be done by virtue hereof.
This Power of Attorney may be signed in several
counterparts.
Pursuant to the
requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons on
behalf of the Registrant in the capacities and on the dates
indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Terry
Belmont
|
|
Chairman
of the Board
|
|
July 5,
2019
|
Terry
Belmont
|
|
|
|
|
|
|
|
|
|
/s/ Bizuo
(Tony) Liu
|
|
Chief
Executive Officer, Chief Financial Officer, Secretary and
Director
|
|
July 5,
2019
|
Bizuo
(Tony) Liu
|
|
(Principal
Executive and Financial Officer)
|
|
|
|
|
|
|
|
/s/
Alan Au
|
|
Director
|
|
July 5,
2019
|
Alan
Au
|
|
|
|
|
|
|
|
|
|
/s/
Hansheng Zhou
|
|
Director
|
|
July 5,
2019
|
Hansheng
Zhou
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Gang Ji
|
|
Director
|
|
July 5,
2019
|
Gang
Ji
|
|
|
|
|
|
|
|
|
|
/s/ Wen
Tao (Steve) Liu
|
|
Director
|
|
July 5,
2019
|
Wen Tao
(Steve) Liu
|
|
|
|
|
|
|
|
|
|
/s/ Nadir
Patel
|
|
Director
|
|
July 5,
2019
|
Nadir
Patel
|
|
|
|
|
|
|
|
|
|
/s/ Darren
O’Brien
|
|
Director
|
|
July 5,
2019
|
Darren
O’Brien
|
|
|
|
|
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