Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Resignation of Guotong Xu
Effective November
11, 2016, Professor Guotong Xu resigned as a director of Cellular
Biomedicine Group, Inc. (the "Company").
Prior
to his resignation, Professor Xu was a Class II director of the
Company and also served on the Company’s Compensation
Committee. There were no disagreements between the Company and
Professor Xu on any matter relating to the Company’s
operation, policies or practices that led to his decision to
resign.
To
advance the Company’s ongoing research programs and pipeline
of therapies, on November 11, 2016, the Board appointed Professor
Xu to the Company’s Scientific Advisory Committee to lead the
continued efforts of the Company’s stem cell
platforms.
Appointment of Gang (Jacky) Ji
Effective November
11, 2016, the Board elected Gang (Jacky) Ji as a non-executive
Class II director of the Company and a member of the
Company’s Compensation Committee.
Mr. Ji has sixteen years of experience in finance and investment.
He has been serving as Vice President of Ant Financial since
January 2016 responsible for global strategic investments of Ant
Financial. Before joining Ant Financial, he served Alibaba Group as
Vice President responsible for strategic investment for seven
years. Prior to joining Alibaba, Mr. Ji worked for several venture
capital funds and also served as an auditor of KPMG. He currently
serves as a director of Asia Game Technology Ltd., a company listed
on the Hong Kong Stock Exchange (HKEX: 8279) as well as several
private technology companies. Mr. Ji holds a bachelor’s
degree in international business management from University of
International Business and Economics (Beijing).
In
connection with Mr. Ji’s appointment, the Company entered
into a letter agreement (the “Agreement”), the terms of
which became effective on November 11, 2016. Pursuant to the
Agreement, Mr. Ji is entitled to an annual compensation of $76,000.
30% of such compensation shall be paid in cash, payable monthly,
and 70% of such compensation will be paid in the form of a
non-qualified stock option (the “Option”) to purchase
shares of the Company’s common stock, par value $0.001 (the
“Common Stock”), under the Company’s 2014 equity
incentive plan. On November 11, 2016, Mr. Ji was initially granted
a non-qualified option to purchase 3,620 shares of Common Stock at
an exercise price of $14.70 per share, which options shall vest in
full on June 2, 2017, the date of the Company's 2017 annual meeting
of stockholders (the “AGM”). Conditioned upon Mr.
Ji’s continuous service on the Board and the Compensation
Committee, all subsequent option grants to Mr. Ji for the
applicable equity portion of his annual compensation will occur on
the date of each AGM, with an exercise price per share that equals
to the closing price of Common Stock on the date of grant and full
vesting on the date of the next AGM following such
grant.
No
family relationships exist between Mr. Ji and any of the Company's
other directors or executive officers. There are no arrangements
between Mr. Ji and any other person pursuant to which Mr. Ji was
nominated as a director. There are no transactions to which the
Company is or was a participant and in which Mr. Ji has a material
interest subject to disclosure under Item 404(a) of Regulation
S-K.
A copy
of the Agreement with Mr. Ji and the press release announcing Mr.
Ji’s appointment are attached hereto as Exhibit 99.1 and
Exhibit 99.2.