Filing Details
- Accession Number:
- 0001654954-18-013758
- Form Type:
- 13D Filing
- Publication Date:
- 2018-12-10 14:10:38
- Filed By:
- Dangdal International Group Co. Ltd
- Company:
- Cellular Biomedicine Group Inc. (NASDAQ:CBMG)
- Filing Date:
- 2018-12-10
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Dangdai International Group Co. Limited | 2,270,000 | 0 | 2,270,000 | 12.3% |
Filing
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D/A
Amendment No. 1
Under
the Securities Exchange Act of 1934
| Cellular
Biomedicine Group, Inc. |
| (Name
of Company) |
| Common Stock, $0.001 Par Value |
| (Title
of Class of Securities) |
|
15117P102 |
| (CUSIP
Number) |
|
LU QING
Room 2105-07, 21/F, Man Yee Building,
68 Des Voeux Road Central,
Central, Hong Kong
Telephone: +852-3892-2708 |
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
with a copy to:
Hunter Taubman Fischer & Li LLC
1450 Broadway, 26th Floor
New York, NY 10018
Attention: Lou Taubman
Telephone: +1 (212) 530-2210
| September
25, 2018 |
| (Date
of Event which Requires Filing of this Amendment) |
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
☐
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP Number: 15117P102
| 1 | NAME OF
REPORTING PERSON | |||
| | I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | |||
| | Dangdai
International Group Co. Limited | |||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
| | (a) | ☐ | ||
| | (b) | ☐ | ||
| 3 | SEC USE
ONLY | |||
| | | |||
| 4 | SOURCE
OF FUNDS | |||
| | | |||
| | OO | |||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ☐ | |||
| | | |||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION | |||
| | | |||
| | Hong
Kong | |||
| | | 7 | SOLE
VOTING POWER | |
| | | | | |
| | | | 2,270,000
common stock | |
| NUMBER
OF | | 8 | SHARED
VOTING POWER | |
| SHARES | | | | |
| BENEFICIALLY | | | | |
| OWNED
BY | | | 0 | |
| EACH | | 9 | SOLE
DISPOSITIVE POWER | |
| REPORTING | | | | |
| PERSON
WITH | | | | |
| | | | 2,270,000
common stock | |
| | | 10 | SHARED
DISPOSITIVE POWER | |
| | | | | |
| | | | | |
| | | | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| | | |||
| | 2,270,000
common stock | |||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | |||
| | | |||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| | | |||
| | 12.3%(1) | |||
| 14 | TYPE OF
REPORTING PERSON | |||
| | | |||
| | CO | |||
(1) Percentage is
calculated on the basis of 18,396,503 shares of common stock
outstanding as of October 31, 2018.
Explanatory Note
This
Amendment No. 1 to Schedule 13D (this “Amendment”),
amends the Schedule 13D (the “Schedule 13D”) filed on
June 23, 2016 on behalf of Dangdai International Group Co. Limited
(the “Reporting Person”) as set forth therein with
respect to beneficial ownership of the common stock, par value
$0.001 per share (the “Common Stock”) of Cellular
Biomedicine Group, Inc. (the “Issuer”). The purpose of
this Amendment is to reflect the dilution in the Reporting
Person’s percentage of ownership of the Issuer’s common
stock that occurred as a result of a Securities Purchase Agreement,
dated September 25, 2018, by and among the Issuer, Norvatis Pharma
AG and Shanghai Cellular Biopharmaceutical Group Ltd.
Except as specifically provided herein, this Amendment does not
modify any of the information previously reported on the Schedule
13D. All capitalized terms not otherwise defined in this Amendment
shall have the same meanings ascribed thereto in the Schedule
13D.
|
Item 1. |
Security and Issuer. |
This
Amendment relates to the Common Stock of the Issuer. The principal
executive offices of the Issuer are located at 19925 Stevens Creek
Blvd., Suite 100, Cupertino, CA 95014.
|
Item 2. |
Identity and Background. |
Item 2 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
This
Amendment is filed on behalf of the Reporting Person, a Hong Kong
limited company. The Reporting Person operates as a subsidiary of
Wuhan Dangdai Technology Industry Group Co., Ltd. (“Wuhan
Dangdai”). The principal business address of the Reporting
Person is Room 2105-07, 21/F, Man Yee Building, 68 Des Voeux Road
Central, Central, Hong Kong.
During
the past five years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors) and was not subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws as a result of being a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction.
|
Item 3. |
Source and Amount of Funds and Other Consideration. |
Item 3 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
On
February 4, 2016, a stock purchase agreement was entered into by
and among the Reporting Person and the Issuer, pursuant to which
the Reporting Person acquired from the Issuer a total of 2,270,000
shares of the Issuer’s common stock, at a price of $19 per
share, for a total purchase price of $43,130,000.
The
aggregate number of shares held by the Reporting Person is
2,270,000 for which an aggregate consideration of $43,130,000 has
been paid. The source of consideration is from Wuhan Dangdai. The
Reporting Person is a wholly owned subsidiary of Wuhan
Dangdai.
|
Item 4. |
Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
The
Reporting Person acquired the securities of the Issuer for
investment purposes.
The
Reporting Person intend to assess their investment in the Issuer
from time to time on the basis of various factors, including,
without limitation, the Issuer’s business, financial
condition, results of operations and prospects, general economic,
market and industry conditions, including the market price of the
Common Stock, as well as other developments and other investment
opportunities.
Depending
upon the foregoing factors or any other factors deemed relevant by
the Reporting Person, it may acquire additional securities in open
market transactions, privately negotiated transactions or
otherwise. It may also determine to dispose of all or part of the
securities they beneficially own in open market transactions,
privately negotiated transactions or otherwise. Any acquisition or
disposition may be effected by the Reporting Person at any time
without prior notice.
Depending
upon a variety of factors, including the foregoing, the Reporting
Person may from time to time and at any time, in its sole
discretion, consider, formulate and implement various plans or
proposals intended to enhance the value of their current or future
investment in the Issuer, enhance shareholder value or enhance the
value of the Issuer’s assets, or that may involve other
extraordinary matters relating to the Issuer, including, among
other things, proposing or effecting any transaction or matter that
would constitute or result in any of the transactions, matters or
effects enumerated in Item 4(a)-(j) of Schedule 13D.
The
information set forth in this Item 4 is subject to change from time
to time and at any time, and there can be no assurances that the
Reporting Persons will or will not take, or cause to be taken, any
of the actions described above or any similar actions. Except as
described herein, the Reporting Persons do not have any present
plans or proposals that would result in, or relate to, any of the
matters set forth in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
|
Item 5. |
Interest in Securities of the Company. |
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
(a)-(b) The
responses to Items 7 - 13 of the cover pages of this Amendment are
incorporated herein by reference.
(c) No
actions in the Common Stock were effected during the past sixty
(60) days by the Reporting Person.
(d)
Hansheng Zhou and Songlin Li the Directors of the Reporting Person,
have the right to receive or the
power
to direct the receipt of dividends from or the proceeds from the
sale of the shares of common
stock
beneficially owned by the Reporting Person.
(e) N/A
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Company. |
Item 6 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
The
response to Item 3 is incorporated herein by
reference.
Other
than the transaction described herein, there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
among the Reporting Persons and any other person with respect to
any securities of the Issuer, including, but not limited to
transfer or voting of any of the securities, finder’s fees,
joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
|
Item 7. |
Material to be Filed as Exhibits. |
| Share
Purchase Agreement, dated Feburary 4, 2016 (Incorporated by
reference to Exhibit 10.1 of the Current Report on Form 8-K filed
with the SEC on February 10, 2016) | |
| Securities
Purchase Agreement, dated September 25, 2018, by and among Cellular
Biomedicine Group, Inc. Novartis Pharma AG and Shanghai Cellular
Biopharmaceutical Group Ltd. (Incorporated by reference to Exhibit
10.2 of the Current Report on Form 8-K filed with the SEC on
September 27, 2018) |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this
statement is true, complete and correct.
| | Company Name | | |
| | | | |
| Date: December 10,
2018 | By: | /s/ Hansheng Zhou | |
| | | Hansheng
Zhou | |
| | | Director Dangdai
International Group Co. Limited | |