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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cellular Biomedicine Group Inc | NASDAQ:CBMG | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 19.74 | 19.74 | 19.80 | 0 | 01:00:00 |
☑
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
86-1032927
|
State of Incorporation
|
|
IRS Employer Identification No.
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☑
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
|
PART I FINANCIAL INFORMATION
|
|
|
|
||
|
|
|
|
|
|
Item 1.
|
Condensed
Consolidated Financial Statements (unaudited)
|
|
|
|
|
|
Condensed
Consolidated Balance Sheets (unaudited)
|
|
|
3
|
|
|
Condensed
Consolidated Statements of Operations and Comprehensive Loss
(unaudited)
|
|
|
4
|
|
|
Condensed
Consolidated Statements of Cash Flows (unaudited)
|
|
|
5
|
|
|
Condensed Notes to
Consolidated Financial Statements (unaudited)
|
|
|
6
|
|
|
|
|
|
|
|
Item 2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
|
|
25
|
|
|
|
|
|
|
|
Item 3.
|
Quantitative and
Qualitative Disclosures About Market Risk
|
|
|
45
|
|
|
|
|
|
|
|
Item 4.
|
Controls and
Procedures
|
|
|
45
|
|
|
|
|
|
|
|
PART II
OTHER INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
Item 1.
|
Legal
Proceedings
|
|
|
46
|
|
|
|
|
|
|
|
Item 1A.
|
Risk
Factors
|
|
|
46
|
|
|
|
|
|
|
|
Item 2.
|
Unregistered Sales
of Equity Securities and Use of Proceeds
|
|
|
61
|
|
|
|
|
|
|
|
Item 3.
|
Defaults Upon
Senior Securities
|
|
|
46
|
|
|
|
|
|
|
|
Item 4.
|
Mine
Safety Disclosures
|
|
|
|
|
|
|
|
|
|
|
Item 5.
|
Other
Information
|
|
|
61
|
|
|
|
|
|
|
|
Item 6.
|
Exhibits
|
|
|
61
|
|
|
|
|
|
|
|
SIGNATURES
|
|
|
62
|
|
|
March 31,
|
December 31,
|
|
2017
|
2016
|
|
|
|
Assets
|
|
|
Cash
and cash equivalents
|
$
33,361,784
|
$
39,252,432
|
Accounts
receivable, less allowance for doubtful amounts of
$10,218
|
|
|
and
$10,163 as of March 31, 2017 and December 31, 2016,
respectively
|
79,602
|
39,974
|
Other
receivables
|
813,077
|
412,727
|
Prepaid
expenses
|
1,071,447
|
986,951
|
Total
current assets
|
35,325,910
|
40,692,084
|
|
|
|
Investments
|
509,424
|
509,424
|
Property,
plant and equipment, net
|
4,449,268
|
4,117,739
|
Goodwill
|
7,678,789
|
7,678,789
|
Intangibles,
net
|
13,677,958
|
14,092,581
|
Long-term
prepaid expenses and other assets
|
1,949,542
|
1,537,850
|
Total
assets (1)
|
$
63,590,891
|
$
68,628,467
|
|
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
Liabilities:
|
|
|
Accounts
payable
|
$
782,450
|
$
216,154
|
Accrued
expenses
|
325,486
|
1,168,787
|
Taxes
payable
|
31,325
|
28,875
|
Other
current liabilities
|
866,223
|
950,220
|
Total
current liabilities
|
2,005,484
|
2,364,036
|
|
|
|
Other
non-current liabilities
|
362,356
|
370,477
|
Total
liabilities (1)
|
2,367,840
|
2,734,513
|
|
|
|
Commitments
and Contingencies (note 12)
|
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
|
|
Preferred
stock, par value $.001, 50,000,000 shares
|
|
|
authorized;
none issued and outstanding as of
|
|
|
March
31, 2017 and December 31, 2016, respectively
|
-
|
-
|
|
|
|
Common
stock, par value $.001, 300,000,000 shares authorized;
|
|
|
14,286,013
and 14,281,378 issued and outstanding
|
|
|
as
of March 31, 2017 and December 31, 2016, respectively
|
14,286
|
14,281
|
Additional
paid in capital
|
153,980,468
|
152,543,052
|
Accumulated
deficit
|
(91,708,680
)
|
(85,546,687
)
|
Accumulated
other comprehensive loss
|
(1,063,023
)
|
(1,116,692
)
|
Total
stockholders' equity
|
61,223,051
|
65,893,954
|
|
|
|
Total
liabilities and stockholders' equity
|
$
63,590,891
|
$
68,628,467
|
(1)
|
The Company’s consolidated assets as of March 31, 2017 and
December 31, 2016 included $9,517,425 and $$9,626,171,
respectively, of assets of variable interest entities, or VIEs,
that can only be used to settle obligations of the VIEs. Each of
the following amounts represent the balances as of March 31, 2017
and December 31, 2016, respectively. These assets include cash and
cash equivalents of $2,861,822 and $4,021,992; other receivables of
$772,628 and $370,702; prepaid expenses of $933,709 and $777,445;
property, plant and equipment, net, of $2,322,433 and $2,398,576;
intangibles of $1,592,961 and $1,613,582; and long-term prepaid
expenses and other assets of $1,033,872 and $443,874. The
Company’s consolidated liabilities as of March 31, 2017 and
December 31, 2016 included $1,277,632 and $1,372,391, respectively,
of liabilities of the VIEs whose creditors have no recourse to the
Company. These liabilities include accounts payable of $702,318 and
$161,825; other payables of $426,413 and $407,769; payroll accrual
of $148,901 and $792,706; and other non-current liabilities of $nil
and $10,091. See further description in Note 3, Variable Interest
Entities.
|
|
For the Three Months Ended
|
|
|
March 31,
|
|
|
2017
|
2016
|
|
|
|
Net
sales and revenue
|
$
98,425
|
$
488,491
|
|
|
|
Operating
expenses:
|
|
|
Cost
of sales
|
37,402
|
503,193
|
General
and administrative
|
3,185,247
|
2,775,925
|
Selling
and marketing
|
117,884
|
178,754
|
Research
and development
|
3,044,125
|
2,398,362
|
Total
operating expenses
|
6,384,658
|
5,856,234
|
Operating
loss
|
(6,286,233
)
|
(5,367,743
)
|
|
|
|
Other
income
|
|
|
Interest
income
|
49,182
|
17,050
|
Other
income
|
77,508
|
16,320
|
Total
other income
|
126,690
|
33,370
|
Loss
before taxes
|
(6,159,543
)
|
(5,334,373
)
|
|
|
|
Income
taxes credit (provision)
|
(2,450
)
|
1,124,260
|
|
|
|
|
|
|
Net
loss
|
$
(6,161,993
)
|
$
(4,210,113
)
|
Other
comprehensive income:
|
|
|
Cumulative
translation adjustment
|
53,669
|
16,073
|
Unrealized
gain on investments, net of tax of nil and $4,514,060, for the
three months ended march 31, 2017 and 2016,
respectively
|
-
|
16,416,517
|
Total
other comprehensive income:
|
53,669
|
16,432,590
|
|
|
|
Comprehensive
income (loss)
|
$
(6,108,324
)
|
$
12,222,477
|
|
|
|
|
|
|
Net
loss per share :
|
|
|
Basic
|
$
(0.43
)
|
$
(0.35
)
|
Diluted
|
$
(0.43
)
|
$
(0.35
)
|
|
|
|
Weighted
average common shares outstanding:
|
|
|
Basic
|
14,281,745
|
11,884,066
|
Diluted
|
14,281,745
|
11,884,066
|
|
For the Three Months Ended
|
|
|
March 31,
|
|
|
2017
|
2016
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
Net
loss
|
$
(6,161,993
)
|
$
(4,210,113
)
|
Adjustments
to reconcile net loss to net cash
|
|
|
used
in operating activities:
|
|
|
Depreciation
and amortization
|
669,739
|
671,649
|
Loss
on disposal of assets
|
237
|
-
|
Stock
based compensation expense
|
1,431,907
|
1,266,063
|
Changes
in operating assets and liabilities:
|
|
|
Accounts
receivable
|
(39,411
)
|
50,764
|
Other
receivables
|
(398,190
)
|
9,705
|
Inventory
|
-
|
(96,083
)
|
Prepaid
expenses
|
(78,832
)
|
(274,829
)
|
Taxes
recoverable
|
-
|
150,082
|
Long-term
prepaid expenses and other assets
|
6,524
|
(38,522
)
|
Accounts
payable
|
565,236
|
(51,992
)
|
Accrued
expenses
|
(844,172
)
|
57,178
|
Other
current liabilities
|
(2,012
)
|
29,415
|
Taxes
payable
|
2,450
|
32,450
|
Deferred
tax liabilities
|
-
|
(1,128,515
)
|
Other
non-current liabilities
|
(10,146
)
|
(50,049
)
|
Net
cash used in operating activities
|
(4,858,663
)
|
(3,582,797
)
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
Purchases
of intangibles
|
(23,268
)
|
-
|
Purchases
of property, plant and equipment
|
(1,026,994
)
|
(674,736
)
|
Net
cash used in investing activities
|
(1,050,262
)
|
(674,736
)
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
Net
proceeds from the issuance of common stock
|
-
|
4,970,002
|
Proceeds
from exercise of stock options
|
5,514
|
93,249
|
Net
cash provided by financing activities
|
5,514
|
5,063,251
|
|
|
|
EFFECT
OF EXCHANGE RATE CHANGES ON CASH
|
12,763
|
(22,786
)
|
|
|
|
INCREASE
(DECREASE) IN CASH AND CASH EQUIVALENTS
|
(5,890,648
)
|
782,932
|
CASH
AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
39,252,432
|
14,884,597
|
CASH
AND CASH EQUIVALENTS, END OF PERIOD
|
$
33,361,784
|
$
15,667,529
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
|
|
Cash
paid for income taxes
|
$
-
|
$
(4,255
)
|
|
March 31,
2017
|
December 31,
2016
|
|
|
|
Office
equipment
|
$
79,762
|
$
80,485
|
Manufacturing
equipment
|
3,392,211
|
3,347,458
|
Computer
equipment
|
170,127
|
162,769
|
Leasehold
improvements
|
1,923,024
|
1,912,573
|
Construction
work in process
|
1,618,925
|
1,172,433
|
|
7,184,049
|
6,675,718
|
Less:
accumulated depreciation
|
(2,734,781
)
|
(2,557,979
)
|
|
$
4,449,268
|
$
4,117,739
|
March 31, 2017 and December 31, 2016
|
Cost
|
Gross Unrealized Gains/(losses)
|
Gross Unrealized Losses more than 12 months
|
Gross Unrealized Losses less than 12 months
|
Market or Fair Value
|
Equity
position in Alpha Lujo, Inc.
|
$
251,388
|
$
-
|
$
-
|
$
(221,964
)
|
$
29,424
|
Equity
position in Arem Pacific Corporation
|
480,000
|
-
|
-
|
-
|
480,000
|
Total
|
$
731,388
|
$
-
|
$
-
|
$
(221,964
)
|
$
509,424
|
|
As of March 31, 2017 and December 31, 2016
|
|||
|
Fair Value Measurements at Reporting Date Using:
|
|||
|
|
Quoted Prices in
|
Significant Other
|
Significant
|
|
|
Active Markets for
|
Observable
|
Unobservable
|
|
|
Identical Assets
|
Inputs
|
Inputs
|
|
Total
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
Assets:
|
|
|
|
|
Equity
position in Alpha Lujo, Inc.
|
$
29,424
|
$
-
|
$
29,424
|
$
-
|
Equity
position in Arem Pacific Corporation
|
480,000
|
-
|
480,000
|
-
|
|
$
509,424
|
$
-
|
$
509,424
|
$
-
|
Patents
& knowhow & license
|
|
|
|
March 31,
2017
|
December 31,
2016
|
Cost
basis
|
$
17,570,593
|
$
17,560,496
|
Less:
accumulated amortization
|
(3,980,482
)
|
(3,539,617
)
|
|
$
13,590,111
|
$
14,020,879
|
Software
|
|
|
|
March 31,
2017
|
December 31,
2016
|
Cost
basis
|
$
149,898
|
$
125,964
|
Less:
accumulated amortization
|
(62,051
)
|
(54,262
)
|
|
$
87,847
|
$
71,702
|
|
|
|
|
|
|
Total
intangibles, net
|
$
13,677,958
|
$
14,092,581
|
Years ending
March 31,
|
Amount
|
2018
|
$
1,783,572
|
2019
|
1,776,959
|
2020
|
1,776,252
|
2021
|
1,771,697
|
2022
and thereafter
|
6,569,478
|
|
$
13,677,958
|
Years
ending March 31,
|
Amount
|
2018
|
$
3,087,257
|
2019
|
2,784,856
|
2020
|
2,673,360
|
2021
|
2,423,135
|
2022
and thereafter
|
13,765,716
|
|
|
|
$
24,734,324
|
|
March 31,
2017
|
|
|
Contracts
for acquisition of plant and equipment being or to be
executed
|
$
6,478,371
|
|
Number of Options
|
Weighted- Average Exercise Price
|
Weighted- Average Remaining Contractual Term (in
years)
|
Aggregate Intrinsic Value
|
|
|
|
|
|
Outstanding
at December 31, 2016
|
1,607,815
|
$
12.59
|
7.3
|
$
6,355,072
|
Grants
|
387,741
|
12.24
|
|
|
Forfeitures
|
(57,013
)
|
22.57
|
|
|
Exercises
|
(600
)
|
9.19
|
|
|
Outstanding
at March 31, 2017
|
1,937,943
|
$
12.22
|
7.6
|
$
5,396,233
|
|
|
|
|
|
Vested
and exercisable at March 31, 2017
|
1,133,609
|
$
9.34
|
6.7
|
$
5,245,859
|
Exercise
|
Number of Options
|
|
Price
|
Outstanding
|
Exercisable
|
|
|
|
$
3.00 - $4.95
|
185,547
|
185,547
|
$
5.00 - $9.19
|
566,104
|
546,704
|
$
11.05
+
|
1,186,292
|
401,358
|
|
1,937,943
|
1,133,609
|
●
|
overall economic and business conditions;
|
●
|
the demand for our products and services;
|
●
|
competitive factors in the industries in which we
compete;
|
●
|
the emergence of new technologies which compete with our product
and service offerings;
|
●
|
our cash position and cash burn rate;
|
●
|
other capital market conditions, including availability of funding
sources;
|
●
|
the strength of our intellectual property portfolio;
and
|
●
|
changes in government regulations in China and the
U.S. related to our industries.
|
|
Three Months Ended
March 31,
2017
|
Three Months Ended
March 31,
2016
|
|
CBMG
|
CBMG
|
|
As stated
|
As stated
|
|
|
|
Cost
of sales
|
11,139
|
37,039
|
General
and administrative
|
867,585
|
449,781
|
Selling
and marketing
|
(2,382
)
|
47,761
|
Research
and development
|
555,565
|
731,482
|
|
1,431,907
|
1,266,063
|
|
2017
|
2016
|
Change
|
Percent
|
|
|
|
|
|
For
the three months ended March 31,
|
$
98,425
|
$
488,491
|
$
(390,066
)
|
(80
)%
|
|
2017
|
2016
|
Change
|
Percent
|
|
|
|
|
|
For
the three months ended March 31,
|
$
37,402
|
$
503,193
|
$
(465,791
)
|
(93
)%
|
|
2017
|
2016
|
Change
|
Percent
|
|
|
|
|
|
For
the three months ended March 31,
|
$
3,185,247
|
$
2,775,925
|
$
409,322
|
15
%
|
|
2017
|
2016
|
Change
|
Percent
|
|
|
|
|
|
For
the three months ended March 31,
|
$
117,884
|
$
178,754
|
$
(60,870
)
|
(34
)%
|
|
2017
|
2016
|
Change
|
Percent
|
|
|
|
|
|
For
the three months ended March 31,
|
$
3,044,125
|
$
2,398,362
|
$
645,763
|
27
%
|
|
2017
|
2016
|
Change
|
Percent
|
|
|
|
|
|
For
the three months ended March 31,
|
$
(6,286,233
)
|
$
(5,367,743
)
|
$
(918,490
)
|
17
%
|
|
2017
|
2016
|
Change
|
Percent
|
|
|
|
|
|
For
the three months ended March 31,
|
$
126,690
|
$
33,370
|
$
93,320
|
280
%
|
|
2017
|
2016
|
Change
|
Percent
|
|
|
|
|
|
For
the three months ended March 31,
|
$
(2,450
)
|
$
1,124,260
|
$
(1,126,710
)
|
N/A
|
|
2017
|
2016
|
Change
|
Percent
|
|
|
|
|
|
For
the three months ended March 31,
|
$
(6,161,993
)
|
$
(4,210,113
)
|
$
(1,951,880
)
|
46
%
|
|
2017
|
2016
|
Change
|
Percent
|
|
|
|
|
|
For
the three months ended March 31,
|
$
(6,108,324
)
|
$
12,222,477
|
$
(18,330,801
)
|
(150
)%
|
For
the three months ended March 31,
|
2017
|
2016
|
Change
|
Net
loss
|
$
(6,161,993
)
|
$
(4,210,113
)
|
$
(1,951,880
)
|
Non
cash transactions
|
2,101,883
|
1,937,712
|
164,171
|
Changes
in operating assets, net
|
(798,553
)
|
(1,310,396
)
|
511,843
|
Net
cash used in operating activities
|
$
(4,858,663
)
|
$
(3,582,797
)
|
$
(1,275,866
)
|
|
Payments due by period
|
||||
Contractual Obligations
|
|
Less than
|
2-3
|
4-5
|
More than
|
|
Total
|
1 year
|
years
|
years
|
5 years
|
Capital
Commitment
|
$
6,478,371
|
$
6,107,555
|
$
370,816
|
$
-
|
$
-
|
Operating
Lease Obligations
|
24,734,324
|
3,087,257
|
5,458,216
|
4,836,290
|
11,352,561
|
Total
|
$
31,212,695
|
$
9,194,812
|
$
5,829,032
|
$
4,836,290
|
$
11,352,561
|
|
Exposure to foreign currencies (Expressed in USD)
|
|
|
As of March 31, 2017
|
|
|
RMB
|
USD
|
Cash
and cash equivalents
|
847
|
2,113,575
|
|
|
|
Net
exposure arising from recognised assets and
liabilities
|
847
|
2,113,575
|
|
As of March 31, 2017
|
|
|
increase/(decrease)
in foreign exchange rates
|
Effect on net loss (Expressed in USD)
|
|
|
|
RMB
(against USD)
|
5
%
|
(105,636
)
|
|
|
|
|
-5
%
|
105,636
|
Exhibit Number
|
|
Description
|
31.1
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 - Chief Executive Officer.
|
31.2
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 - Chief Financial Officer.
|
32.1
|
|
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
99.1
|
|
Use Agreement, dated May 4, 2017, by and between the Company and
Children's Hospital Los Angeles
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
CELLULAR BIOMEDICINE GROUP, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date: May 8, 2017
|
By:
|
/s/ Bizuo (Tony) Liu
|
|
|
|
Bizuo (Tony) Liu
|
|
|
|
Chief Executive Officer and Chief Financial Officer
|
|
|
|
(Principal Executive Officer and Principal Financial and
Accounting Officer)
|
|
|
|
|
|
1 Year Cellular Biomedicine Chart |
1 Month Cellular Biomedicine Chart |
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