Item 5.07 Submission of Matters to a Vote of Security Holders.

On February 8, 2021, Cellular Biomedicine Group, Inc. (the "Company") completed its special meeting of stockholders (the "Special Meeting"). The number of shares of common stock entitled to vote at the Special Meeting was 19,478,048 shares. Represented at the Special Meeting by proxy, shares of Common Stock entitled to 19,478,048 votes, constituting a quorum to conduct business.

The Special Meeting was held for the purpose of considering and voting upon the following matters: (1) a proposal to adopt the Agreement and Plan of Merger, dated as of August 11, 2020 (as it may be amended from time to time, the "Merger Agreement"), by and among CBMG Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), CBMG Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and the Company, pursuant to which Merger Sub will be merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent (the "Merger Agreement Proposal"); (2) a proposal to approve the adjournment of the Special Meeting, if necessary or advisable, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal (the "Adjournment Proposal"); and (3) a non-binding, advisory proposal to approve specified compensation that may become payable to the named executive officers of the Company in connection with the Merger (the "Advisory Compensation Proposal"). The Merger Agreement Proposal, the Adjournment Proposal and the Advisory Compensation Proposal are described in detail in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 29, 2020.

Adoption of the Merger Agreement Proposal required the affirmative vote of the holders of (i) at least a majority of the shares of CBMG Common Stock outstanding at the close of business on the record date, and (ii) at least a majority of the shares of CBMG Common Stock outstanding at the close of business on the record date excluding the outstanding shares of CBMG Common Stock owned of record or beneficially by the Participants (as such term is defined in the Company's Definitive Proxy Statement) and their respective affiliates.

Adoption of the Adjournment Proposal and the Advisory Compensation Proposal required the affirmative vote of the holders of a majority of the shares of CBMG Common Stock outstanding at the close of business on the record date that are present in person or represented by proxy at the Special Meeting.

The following is a tabulation of the voting on the proposals presented at the Special Meeting:

The Merger Agreement Proposal



Vote of the total number of shares entitled to vote on the Merger Agreement
Proposal:



   FOR       AGAINST   ABSTAIN   BROKER NON-VOTE
16,527,088    5,189    159,846          0

Vote of the total number of shares entitled to vote on the Merger Agreement Proposal, excluding the shares of owned of record or beneficially by the Participants and their respective affiliates:





   FOR      AGAINST   ABSTAIN   BROKER NON-VOTE
6,189,155    5,189    159,846          0

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The Adjournment Proposal

A vote was not taken on the Adjournment Proposal.

The Advisory Compensation Proposal

FOR AGAINST ABSTAIN BROKER NON-VOTE 14,643,107 438,191 1,610,825 0

Item 7.01. Regulation FD Disclosure.

On February 8, 2021, the Company issued a press release announcing the results of the stockholder vote at the Special Meeting. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits




Exhibit
  No.        Description

99.1           Press Release dated February 8, 2021.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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