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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): January 23, 2017
(January 21, 2017)
CELLULAR BIOMEDICINE GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-36498
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86-1032927
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(State
or other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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19925 Stevens Creek Blvd., Suite 100
Cupertino, California
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95014
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (408)
973-7884
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 5.08 Shareholder Director Nominations.
As
previously reported on a Current Report on Form 8-K of Cellular
Biomedicine Group, Inc. (the “Company”) on September
21, 2016, the Company’s board of directors (the
“Board”) scheduled its 2017 annual meeting of
stockholders (the “2017 Annual Meeting”) for June 2,
2017. On January 21, 2017, the Board changed the 2017 Annual
Meeting date to April 28, 2017, which date is more than 30 days
from the anniversary date of the Company’s 2016 annual
meeting of stockholders.
The Company has set
a deadline of March 10, 2017 for the receipt of stockholder
proposals (other than director nominations) submitted pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), for inclusion in the
Company’s proxy materials for the 2017 Annual Meeting, which
date the Company has determined to be a reasonable time before it
expects to begin to print and sent its proxy materials. In doing
so, the Board waived the requirements for stockholders to submit
proposals (other than director nominations) at least 90 days prior
to the proxy mailing date set forth under the Company’s
Amended and Restated Bylaws. In order to be considered timely, any
such proposal must be received by the Company at its principal
executive offices at 19925 Stevens Creek Blvd., Suite 100,
Cupertino, CA 95014, and addressed to the attention of the
corporate secretary, no later than 5:00 p.m. Eastern Standard Time
on March 10, 2017. Any such proposal must also meet the
requirements set forth in the rules and regulations of the
Securities and Exchange Commission in order to be eligible for
inclusion in the proxy materials for the 2017 Annual
Meeting.
In
addition, the Board waived the requirement for stockholders to
submit director nominations at least 120 days prior to the meeting
date as set forth under the Company’s Amended and Restated
Bylaws. Stockholders who intend to submit a proposal regarding a
director nomination at the 2017 Annual Meeting must ensure that
notice of any such proposal (including certain additional
information specified in the Amended and Restated Bylaws) is
received by the corporate secretary at the Company’s
principal executive offices at 19925 Stevens Creek Blvd., Suite
100, Cupertino, CA 95014, and addressed to the attention of the
Corporate Secretary no later than 5:00 p.m. Eastern Standard Time
on January 28, 2017. This deadline will also apply in determining
whether notice is timely for purposes of exercising discretionary
voting authority with respect to proxies for purposes of Rule 14a-
4(c) under the Exchange Act.
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Cellular Biomedicine Group, Inc.
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Date:
January 23, 2017
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By:
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/s/
Bizuo (Tony) Liu
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Bizuo
(Tony) Liu
Chief
Executive Officer
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