Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introduction to this Current Report on Form 8-K (the "Introduction") is incorporated into this Item 2.01 by reference. Capitalized terms not otherwise defined have the meanings set forth in the Merger Agreement.
At the effective time of the Merger, each ordinary share, par value
Vested Company Equity Awards. The vested Stock Options, RSUs and PSUs (in each case, as defined below) are referred to herein as "Vested Company Equity Awards." Certain outstanding equity awards granted under the Company's 2014 Equity Incentive Plan, as amended, and the Company's 2011 Incentive Stock Option Plan, as amended, vested immediately prior to the Merger pursuant to their terms, and therefore (unless otherwise agreed between the applicable holder and Parent) were treated as Vested Company Equity Awards in connection with the Merger.
Except as otherwise agreed to in writing between a holder of a Vested Company
Equity Award and Parent, each outstanding Vested Company Equity Award was
automatically canceled immediately prior to the effective time of the Merger and
entitled its holder to receive (without interest) from the
(i) for each vested outstanding and unexercised option to purchase shares of Common Stock ("Stock Option"), an amount in cash equal to (A) the total number of shares of Common Stock subject to such Stock Option immediately prior to the effective time of the Merger multiplied by (B) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of Common Stock under such Stock Option (subject to any applicable withholding taxes). Any vested Stock Option which had an exercise price per share of Common Stock that was greater than or equal to the Per Share Merger Consideration was canceled at the effective time of the Merger for no consideration or payment;
(ii) for each vested Company time-vesting restricted stock unit ("RSU"), an amount in cash equal to (A) the total number of shares of Common Stock subject to such vested RSU immediately prior to the effective time of the Merger multiplied by (B) the Per Share Merger Consideration (subject to any applicable withholding taxes); and
(iii) for each vested Company performance-vesting restricted stock unit ("PSU"), an amount in cash equal to (A) the number of shares of Common Stock subject to such vested PSU, calculated based on actual performance achieved in accordance . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the closing of the Merger, the Company notified the Nasdaq
Global Select Market ("Nasdaq") on
The information set forth under Items 2.01, 3.03 and 5.01 is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each share of Common Stock (except as described in Item 2.01 hereof) was cancelled and automatically converted into the right to receive the Per Share Merger Consideration.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01 Change in Control of Registrant.
As a result of the Merger, a change in control of the Company occurred, and the
Company became a wholly-owned subsidiary of Parent. The total amount of
consideration payable to the Company's equityholders in connection with the
Merger was approximately
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the consummation of the Merger and in accordance with the
Merger Agreement (and not as a result of any disagreement with the Company), the
following directors of the Company:
Effective upon completion of the Merger, the directors of Merger Sub became the
initial directors of the
Effective upon completion of the Merger, the officers of the Company,
Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
Effective upon completion of the Merger, the certificate of incorporation and bylaws of the Company, as in effect immediately prior to the effective time of the Merger, were amended and restated in their entirety. Copies of the Company's amended and restated certificate of incorporation and the Company's amended and restated bylaws are attached as Exhibits 3.1 and 3.2, respectively, hereto, each of which are incorporated herein by reference.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation ofCellular Biomedicine Group, Inc. 3.2 Amended and Restated Bylaws ofCellular Biomedicine Group, Inc 99.1 Press Release datedFebruary 19, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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