Blueprint
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): October 2,
2018
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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
License Agreement
On
October 2, 2018, Cellular Biomedicine Group, Inc. (the
“Company”), entered into a non-exclusive license
agreement (the “License Agreement”) with The U.S.
Department of Health and Human Services, as represented by the
National Cancer Institute (“NCI”), an Institute or
Center (the “IC”) of the National Institutes of Health,
pursuant to which the Company was granted rights to the worldwide
development, manufacture and commercialization of autologous,
tumor-reactive lymphocyte adoptive cell therapy products, isolated
from tumor infiltrating lymphocytes as claimed in the IC licensed
patent rights, for the treatment of non-small cell lung, stomach,
esophagus, colorectal, and head and neck cancer(s) in
humans.
Pursuant to the
License Agreement the Company agreed to pay to the IC certain
license fees for the rights to use the licensed technology,
including an initial upfront cash payment. Additionally, during the
term of the License Agreement, the Company will pay the IC: (i) an
annual royalty per year (creditable against any earned royalties
for such year), payable after signing of the License Agreement (on
a prorated basis) and subsequently every January 1; (ii) a
single-digit percentage of net sales of the licensed products,
payable on a semi-annual basis, which may be adjusted downward in
the event the Company must pay a license fee to a third party; and
(iii) an additional sublicense fee on the fair market value of any
consideration received for granting a sublicense payable after the
execution of each sublicense. Finally, the Company will pay the IC
certain benchmark royalties upon achieving certain benchmarks keyed
to various stages in clinical and commercial
development.
The
Company has a unilateral right to terminate the License Agreement.
The IC has the right to terminate the License Agreement if the
Company: (i) has committed a material breach and fails to cure
within the stated cure period; (ii) fails to use reasonable
commercial efforts in developing the licensed products or
processes, and the Company cannot otherwise demonstrate that it can
be expected to take effective steps within a reasonable time to
achieve practical application of the licensed products or
processes; (iii) fails to achieve certain performance benchmarks,
as may be modified; (iv) has willfully made a false statement of,
or willfully omitted, a material fact in the license application or
in any report required under the License Agreement; (v) is not
keeping licensed products or processes reasonably available to the
public after commercial use commences; (vi) cannot reasonably
satisfy unmet health and safety needs; or (vii) cannot meet certain
requirements for public use of the licensed technology specified by
federal regulations issued after the date of the
Agreement.
Item 8.01. Other Events.
On
October 3, 2018, the Company issued a press release announcing
entry into the License Agreement, a copy of which is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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License
Agreement, dated October 2, 2018, by and among the Company and the
U.S. Department of Health and Human Services, as represented by the
National Cancer Institute, an Institute or Center of the National
Institutes of Health.*
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Press
Release, dated October 3, 2018.
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*Confidential treatment is requested for portions of this exhibit
pursuant to 17 CFR Section 240.246-2.
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:
October 9, 2018
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By:
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/s/ Bizuo
(Tony) Liu
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Bizuo
(Tony) Liu
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Chief
Executive Officer
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