SECURITIES & EXCHANGE COMMISSION EDGAR FILINGfilings.irdirect.net/data/1378624/000135448812006483/... · 2014-05-09 · presentation at an investor conference organized by SeeThruEquity,

SECURITIES & EXCHANGE COMMISSION EDGAR FILING

Cellular Biomedicine Group, Inc.

Form: 8-K

Date Filed: 2012-12-18

Corporate Issuer CIK: 1378624Symbol: CBMGSIC Code: 2836

© Copyright 2014, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to theterms of use.

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest event Reported): December 17, 2012

EASTBRIDGE INVESTMENT GROUP CORPORATION(Exact name of registrant as specified in its charter)

ARIZONA 0-52282 86-1032927(State or other jurisdiction of

incorporation or organization) (Commission File Number) (IRS Employer Identification No.)

8040 E. MORGAN TRAIL, UNIT 18SCOTTSDALE, ARIZONA 85258

(Address of principal executive offices)

(480) 966-2020(Registrant’s telephone number, including area code)

(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(see General Instruction A.2. below): ❑ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☑ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

❑ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

❑ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.

EASTBRIDGE INVESTMENT GROUP CORPORATION (THE “COMPANY”) CLAIMS THE PROTECTION OF THE SAFE HARBOR FOR “FORWARD-LOOKINGSTATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS ARESTATEMENTS THAT ARE NOT HISTORICAL FACTS. SUCH FORWARD-LOOKING STATEMENTS, BASED UPON THE CURRENT BELIEFS ANDEXPECTATIONS OF MANAGEMENT OF THE COMPANY REGARDING, AMONG OTHER THINGS, THE BUSINESS OF THE COMPANY, ARE SUBJECT TORISKS AND UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THE FORWARD-LOOKING STATEMENTS. THE FOLLOWINGFACTORS AND RISKS, AMONG OTHERS, COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE SET FORTH IN THE FORWARD-LOOKINGSTATEMENTS: INABILITY TO CONSUMMATE THE ANNOUNCED MERGER WITH CELLULAR BIOMEDICINE GROUP LTD.; BUSINESS CONDITIONS IN THEU.S. AND ABROAD; CHANGING INTERPRETATIONS OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES; REQUIREMENTS OR CHANGES ADVERSELYAFFECTING THE BUSINESS IN WHICH THE COMPANY IS ENGAGED; MANAGEMENT OF RAPID GROWTH; INTENSITY OF COMPETITION; GENERALECONOMIC CONDITIONS; THE COMPANY’S ABILITY TO RAISE NECESSARY FUNDS; AS WELL AS OTHER RELEVANT RISKS DETAILED IN THECOMPANY’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. THE INFORMATION SET FORTH HEREIN SHOULD BE READ IN LIGHT OFSUCH RISKS. THE COMPANY ASSUMES NO OBLIGATION TO UPDATE THE INFORMATION CONTAINED IN THIS REPORT.

Item 8.01 Other Matters On December 4, 2012, Keith Wong, the President, Chief Executive Officer and director of EastBridge Investment Group Corporation (the “Company”), gave apresentation at an investor conference organized by SeeThruEquity, LLC.

Attached as Exhibit 99.1 to this Current Report is the form of slide presentation the Company used in connection with presentations at the investor conference.

On December 12, 2012, the Company issued a press release describing the content of the presentation. A copy of the press release is included as Exhibit 99.2 to thisCurrent Report.

Additional Information

As part of the investor conference, the Company is providing information on a question and answer format from conference attendees. This material is beingfurnished, not filed, by the Company and the Company assumes no obligation to update this material.

1. What is CMBG’s cash burn rate per month? Approximately $330,000 per month. Because of their operations in China, the cost of labor, rent and patient acquisition costs are very low.

2. How much cash does CBMG currently have in reserve? Over $4,000,000.

3. What is EBIG’s basis for CBMG’s market value? The basis was derived in consultation with one of the Company’s investment banks which has several biomedical clients and the Company believes they have anexperienced research department in the stem cell biomedicine industry. Based on the analysis of such investment bank we believe the estimated fair value of CBMGis in excess of USD $100 million, based primarily on comparisons among several stem cell related companies in the industry.

4. What are the main objectives for EBIG in 2013 To consummate the merger with CBMG and to continue with EBIG’s existing business of assisting overseas clients in financing and listing matters in the UnitedStates.

5. When will the merger with CBMG close? It is intended to close before January 15, 2013.

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6. Does the Company have any plans for listing in Germany?

We are investigating this opportunity; but a joint listing in Hong Kong along with a national exchange in the U.S. is a stronger possibility, because CBMG operates inChina and we believe Hong Kong investors better understand China. We believe this will enhance the merged company’s value.

7. How many shares of EBIG stock are currently outstanding? The Company has about 155 million shares outstanding.

8. Why do we need to recapitalize the outstanding shares in connection with our redomicile to Delaware? First, we want to be listed on a U.S. national exchange such as Nasdaq, and this requires a certain minimum share price. We aim to end up with a merged companywith about 30 million shares outstanding. If everything works out as expected, the stock should meet the applicable minimum share price to qualify for listing. To do allthat, one of the things the Company needs to do is reduce the aggregate number of its shares outstanding.

9. Why is there going to be such a large conversion ratio, potentially of 1 for 120? It does not have to be 1 for 120, this is just the upper limit. We will use a smaller ratio if the share price is higher at the time of our redomicile. Keep in mind that arecapitalization of the number of shares outstanding does not change the market cap. It stays the same absent other factors.

10. What is the legal corporate structure following the merger? There will be a parent holding company, which is public. The parent holding company will own two subsidiaries: one will be a holding company for EastBridge’s currentbusiness, and the other one will be CBMG. EastBridge will continue doing what it is currently doing, offering consulting services, and CBMG will concentrate on stemcell medicinal treatment of diseases.

11. What are the most valuable assets EastBridge saw in CBMG? Their technology in stem cells; their presence in China, which has 1.4 billion potential patients and CBMG’s management team.

THE COMPANY AND ITS DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICIATION OF PROXIES FOR THESPECIAL MEETING OF THE COMPANY’S STOCKHOLDERS TO BE HELD TO APPROVE, AMONG OTHER ITEMS, THE COMPANY’S REDOMICILE INDELAWARE. STOCKHOLDERS OF THE COMPANY AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE COMPANY’SPRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT IN CONNECTION WITH THE COMPANY’S SOLICITATION OF PROXIES FOR THESPECIAL MEETING BECAUSE THESE PROXY STATEMENTS WILL CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ THECOMPANY’S REPORT ON FORM 10K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011 AND OTHER REPORTS AS FILED WITH THE SEC, FOR ADESCRIPTION OF THE SECURITY HOLDINGS OF THE COMPANY’S OFFICERS AND DIRECTORS AND THEIR RESPECTIVE INTERESTS IN THESUCCESSFUL REDOMESTICATION OF THE COMPANY. THE DEFINITIVE PROXY STATEMENT OF THE COMPANY WILL BE MAILED TO STOCKHOLDERS ASOF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE REDOMICILE. STOCKHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THEDEFINITIVE PROXY STATEMENT, WITHOUT CHARGE, BY DIRECTING A REQUEST TO THE COMPANY AT: 8040 E. MORGAN TRAIL, UNIT 18, SCOTTSDALE,ARIZONA 85258. THE PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT, ONCE AVAILABLE, AND OTHER SEC FILINGS OF THECOMPANY CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE (http://www.sec.gov). Item 9.01 Exhibits (d) Exhibits Exhibit No. Description 99.1 Presentation 99.2 Press Release

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersignedhereunto duly authorized.

EASTBRIDGE INVESTMENT GROUP CORPORATION

Dated: December 17, 2012 By: /s/ Norm Klein

Name: Norm Klein Title: Chief Financial Officer

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EXHIBIT 99.1

















EXHIBIT 99.2

EastBridge Investment Group and CBMG attended SeeThruEquity Investor Conference in New York

PHOENIX, AZ, (December 12, 2012) - EastBridge Investment Group Corporation (OTCQB: EBIG), a provider of financial consulting services to companies in Asia(“EastBridge”), announced that management teams of EastBridge and Cellular BioMedicine Group, Ltd attended an investor conference held in New York city onDecember 4, 2012, organized by SeeThruequity.

Keith Wong, CEO of EastBridge, commented, “Led by a team of seasoned management personnel and scientists, CBMG has developed cellular medicine technologiesfeaturing autologous and allogeneic platforms. In collaboration with multiple Chinese AAA hospitals, CBMG has a pipeline of clinical trials including treatments for kneeosteoarthritis, rheumatoid arthritis and lupus disease. Its cancer treatment therapies under development feature cytokine-induced killer (CIK) cells. In addition, it isalso working on a tumor cell targeted dendritic cells (TC-DC) clinical trial on liver cancer.”

Steve Liu, CEO of CBMG, added, “We are very happy to see the response from the conference attendees to our presentation. Overall, we believe that our multipleplatforms of stem cell based future products offer CBMG an engine for future growth.”

About Cellular Biomedicine GroupCellular Biomedicine Group, Ltd. is involved in the development of cell therapies for the treatment of certain cancer and degenerative diseases. Its developmental stemcell, progenitor cell, and immune cell projects are the result of collaborative research and development between scientists and doctors from the U.S. and China. Itsflagship GMP facility, consisting of eight independent cell production lines, is designed, certified and managed according to U.S. standards. To learn more aboutCBMG, please visit: www.cellbiomedgroup.com

About EastBridgeEastBridge Investment Group focuses on high-growth companies in Asia, offering assistance with all aspects of IPOs, joint ventures and merchant bankingservices. EastBridge targets industries in the fields of electronics, real estate, auto, metal, energy, environmental, bioscience and retail food distribution. To learn moreabout EastBridge Investment Group go to our web site: www.EbigCorp.com. To receive EBIG's email alert, send a blank email to [email protected].

Forward-Looking StatementsStatements in this press release relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments, and otherstatements that are not descriptions of historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995,Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking information isinherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but arenot limited to, risk factors inherent in doing business. Forward-looking statements may be identified by terms such as "may," "will," "expects," "plans," "intends,""estimates," "potential," or "continue," or similar terms or the negative of these terms. Although EastBridge and CBMG believe the expectations reflected in theforward-looking statements are reasonable, they cannot guarantee that the announced merger will in fact be consummated or that future results, levels of activity,performance or achievements will be obtained. Neither EastBridge nor CBMG has any obligation to update these forward-looking statements other than as required bylaw.

Contact:Norm Klein, EastBridge Investment Group Corp.480-966-2020, [email protected]

Investor Contact:Jeff Ramson, ProActive Capital Group646-863-6893, [email protected]


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SECURITIES & EXCHANGE COMMISSION EDGAR FILINGfilings.irdirect.net/data/1378624/000135448812006483/... · 2014-05-09 · presentation at an investor conference organized by SeeThruEquity,