Amended Statement of Beneficial Ownership (sc 13d/a)
February 19 2021 - 3:45PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 6)*
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Cellular
Biomedicine Group, Inc.
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(Name of Issuer)
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Common Stock,
par value of $0.001 per share
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(Title of Class of Securities)
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15117P102
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(CUSIP Number)
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Bizuo (Tony) Liu
c/o Cellular Biomedicine Group, Inc.
9605 Medical Center Drive, Suite 100, 1st floor,
Rockville, Maryland 20850
(347) 905-5663
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|
With a copy to:
Eleazer N. Klein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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February 19,
2021
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(Date of Event Which Requires Filing of This Statement)
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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 Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. þ**
(Page 1 of 25 Pages)
______________________________
* 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.
** With the exceptions of Mission Right Limited, Maplebrook Limited,
Full Moon Resources Limited and Pak To Leung, none of the Reporting Persons (defined below) previously filed a statement on Schedule
13G with respect to securities of the Issuer (defined below).
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 No. 15117P102
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SCHEDULE 13D/A
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Page 2 of 24 Pages
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1
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NAME OF REPORTING PERSON
Bizuo (Tony) Liu
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
CUSIP No. 15117P102
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SCHEDULE 13D/A
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Page 3 of 24 Pages
|
1
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NAME OF REPORTING PERSON
Li (Helen) Zhang
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
CUSIP No. 15117P102
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SCHEDULE 13D/A
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Page 4 of 24 Pages
|
1
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NAME OF REPORTING PERSON
Yihong Yao
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
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Page 5 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
Chengxiang (Chase) Dai
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
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Page 6 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
Mission Right Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
CUSIP No. 15117P102
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SCHEDULE 13D/A
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Page 7 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
Viktor Pan
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Austria
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
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Page 8 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
OPEA SRL
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 9 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
Zheng Zhou
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 10 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
Sailing Capital
Overseas Investments Fund, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 11 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
Winsor Capital Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14
|
TYPE OF REPORTING PERSON
IA
|
|
|
|
|
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 12 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
TF Venture Capital Management Co., Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14
|
TYPE OF REPORTING PERSON
IA
|
|
|
|
|
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 13 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
Chiang Chen Hsiu-Lien
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 14 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
Maplebrook Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 15 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
Full Moon Resources Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 16 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
Pak To Leung
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong SAR
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 17 of 24 Pages
|
This Amendment No. 6 (“Amendment No. 6”) amends
the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 13,
2019 (the “Original Schedule 13D”), Amendment No. 1 filed with the SEC on January 30, 2020 (“Amendment
No. 1”), Amendment No. 2 (“Amendment No. 2”) filed with the SEC on February 21, 2020, Amendment No.
3 filed with the SEC on April 1, 2020 (“Amendment No. 3”), Amendment No. 4 filed with the SEC on June 24, 2020
(“Amendment No. 4”) and Amendment No. 5 filed with the SEC on August 12, 2020 (“Amendment No. 5,”
and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No.
5, this “Schedule 13D”) with respect to the common stock, par value $0.001 per share (the “Common Stock”)
of Cellular Biomedicine Group, Inc., a Delaware corporation (the “Issuer”).
Capitalized terms used herein and not otherwise defined in this
Amendment No. 6 have the meanings set forth in the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3,
Amendment No. 4 or Amendment No. 5. This Amendment No. 6 amends Items 4 and 5 as set forth below.
Item 4.
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Purpose of Transaction
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Item 4 of the Schedule 13D is hereby amended and supplemented
by adding the following:
On February 8, 2021, a special meeting of stockholders of
the Issuer was held. At the special meeting, the Issuer’s stockholders voted to approve the proposal to adopt the Merger
Agreement by the affirmative vote of the holders of (a) at least a majority of all outstanding shares of Common Stock of the Issuer
and (b) at least a majority of all outstanding shares of Common Stock of the Issuer owned by the Public Stockholders (as defined
in the Merger Agreement).
Pursuant to the respective Support Agreements,
the Rollover Shareholders have agreed, among other things, to (i) cancel the Rollover Shares for no cash consideration and
(ii) subscribe for newly issued shares of Parent at or immediately prior to the Effective Time (as defined below), in each case,
subject to the terms and conditions thereof. The information disclosed in this paragraph does not purport to be complete and is
qualified in its entirety by reference to the Consortium Support Agreement, a copy of which is filed as Exhibit 18 to the Schedule
13D and is incorporated herein by reference in its entirety.
On February 19, 2021, the Issuer
filed a Certificate of Merger with the Secretary of State of the State of Delaware, pursuant to which the Merger became
effective. As of the effective time of the Merger (the “Effective Time”), each share of the Issuer’s
Common Stock issued and outstanding prior to the effective time, other than the Excluded Shares (as defined in the Merger
Agreement) that have been cancelled for no consideration, has been converted into the right to receive $19.75 per share
in cash, without interest and net of any applicable withholding taxes. The Issuer ceased to be a publicly traded company
and has become a wholly owned subsidiary of Parent.
As a result of the Merger, the Common
Stock of the Issuer has ceased to trade on the NASDAQ prior to opening of trading on February 19, 2021 and became eligible for
delisting from NASDAQ and termination of registration under the Act. The Issuer has requested that trading of its Common Stock
on NASDAQ be suspended prior to opening of trading on February 19, 2021. The Issuer requested that NASDAQ file with the Commission
a Form 25 relating to the delisting of the Issuer’s Common Stock from NASDAQ and the deregistration of the Issuer’s
registered securities. The Issuer intends to file a Form 15 with the Commission under the Act, requesting the deregistration of
the Issuer’s shares of Common Stock, under Section 12(g) of the Act and the suspension of the Issuer’s reporting obligations
under Section 15(d) of the Act. The Issuer’s obligations to file with the Commission certain reports and forms, including
Form 10-K, Form 10-Q and Form 8-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration
becomes effective.
The foregoing description of the Merger does
not purport to be complete, and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit
13 to the Schedule 13D and is incorporated herein by reference in its entirety.
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CUSIP No. 15117P102
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SCHEDULE 13D/A
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Page 18 of 24 Pages
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Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Schedule 13D is hereby amended and restated
in its entirety to read as follows:
The information contained on each of the cover pages of this Amendment
No. 6 and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated herein by reference.
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(a)-(b)
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As a result of the Merger, the Reporting Persons do not beneficially own any shares of Common Stock or have any voting power or dispositive power over any shares of Common Stock.
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(c)
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The second paragraph in Item 4 of this Amendment No. 6 is incorporated
herein by reference and is qualified in its entirety by reference to the Consortium Support Agreement. Except as set forth
under Item 4 and this Item 5, the Reporting Persons have not effected any transactions in the class of securities reported herein
in the last 60 days.
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(d)
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Not applicable.
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(e)
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As a result of the transactions described in Item 4, as of February 19, 2021, each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the Issuer’s Common Stocks. Therefore, this Amendment No. 6 constitutes the final amendment to the original Schedule 13D or Schedule 13G.
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Item 7.
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Material to be Filed as Exhibits
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Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
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Exhibit 25:
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Joint Filing Agreement by
and among the Reporting Persons, dated February 19, 2021.
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CUSIP No. 15117P102
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SCHEDULE 13D/A
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Page 19 of 24 Pages
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SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, the undersigned certifies that the information set forth in this Amendment No. 6 is true, complete and
correct.
Date: February 19, 2021
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/s/ Bizuo (Tony) Liu
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BIZUO (TONY) LIU
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/s/ Li (Helen) Zhang
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LI (HELEN) ZHANG
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/s/ Yihong Yao
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YIHONG YAO
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/s/ Chengxiang (Chase) Dai
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CHENGXIANG (CHASE) DAI
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MISSION RIGHT LIMITED
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By: /s/ Chan Boon Ho Peter
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Name: Chan Boon Ho Peter
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Title: Director
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/s/ Viktor Pan
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VIKTOR PAN
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OPEA SRL
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By: /s/ Edoardo Fontana
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Name: Edoardo Fontana
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Title: Managing Director
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/s/ Zheng Zhou
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ZHENG ZHOU
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CUSIP No. 15117P102
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SCHEDULE 13D/A
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Page 20 of 24 Pages
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SAILING CAPITAL OVERSEAS INVESTMENTS FUND, L.P.
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By: /s/ James Xiao Dong Liu
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Name: James Xiao Dong Liu
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Title: Chairman
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WINSOR CAPITAL LIMITED
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By: /s/ Chiang Chen Hsiu-Lien
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Name: Chiang Chen Hsiu-Lien
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Title: Director
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TF VENTURE CAPITAL MANAGEMENT CO., LTD.
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By: /s/ Chiang Chen Hsiu-Lien
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Name: Chiang Chen Hsiu-Lien
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Title: Director
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/s/ Chiang Chen Hsiu-Lien
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CHIANG CHEN HSIU-LIEN
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MAPLEBROOK LIMITED
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For and on behalf of
BUKIT MERAH LIMITED
Corporate Director
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By:
/s/Jean-Marc Rentsch /s/Carrie Sy Tan
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Name: Jean-Marc
Rentsch Carrie Sy Tan
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Title: Authorized
Signatory Authorized Signatory
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FULL MOON RESOURCES LIMITED
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By:
/s/ Pak To Leung
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Name: Pak
To Leung
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Title: Director
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CUSIP No. 15117P102
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SCHEDULE 13D/A
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Page 21 of 24 Pages
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/s/
Pak To Leung
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Pak To Leung
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CUSIP No. 15117P102
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SCHEDULE 13D/A
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Page 22 of 24 Pages
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Exhibit 25
Joint Filing Agreement
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge
and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional
joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and
for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that
such information is inaccurate.
Dated: February 19, 2021
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/s/ Bizuo (Tony) Liu
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BIZUO (TONY) LIU
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/s/ Li (Helen) Zhang
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LI (HELEN) ZHANG
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/s/ Yihong Yao
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YIHONG YAO
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/s/ Chengxiang (Chase) Dai
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CHENGXIANG (CHASE) DAI
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MISSION RIGHT LIMITED
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By: /s/ Chan Boon Ho Peter
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Name: Chan Boon Ho Peter
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Title: Director
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/s/ Viktor Pan
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VIKTOR PAN
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OPEA SRL
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By: /s/ Edoardo Fontana
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Name: Edoardo Fontana
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Title: Managing Director
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CUSIP No. 15117P102
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SCHEDULE 13D/A
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Page 23 of 24 Pages
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By: /s/ Zheng Zhou
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ZHENG ZHOU
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SAILING CAPITAL OVERSEAS INVESTMENTS FUND, L.P.
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By: /s/ James Xiao Dong Liu
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Name: James Xiao Dong Liu
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Title: Chairman
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WINSOR CAPITAL LIMITED
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By: /s/ Chiang Chen Hsiu-Lien
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Name: Chiang Chen Hsiu-Lien
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Title: Director
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TF VENTURE CAPITAL MANAGEMENT CO., LTD.
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By: /s/ Chiang Chen Hsiu-Lien
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Name: Chiang Chen Hsiu-Lien
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Title: Director
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/s/ Chiang Chen Hsiu-Lien
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CHIANG CHEN HSIU-LIEN
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MAPLEBROOK LIMITED
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For and on behalf of
BUKIT MERAH LIMITED
Corporate Director
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By: /s/Jean-Marc
Rentsch /s/Carrie Sy Tan
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Name: Jean-Marc Rentsch Carrie
Sy Tan
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Title: Authorized Signatory Authorized
Signatory
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CUSIP No. 15117P102
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SCHEDULE 13D/A
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Page 24 of 24 Pages
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FULL MOON RESOURCES LIMITED
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By: /s/ Pak To Leung
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Name: Pak To Leung
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Title: Director
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/s/ Pak To Leung
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Pak To Leung
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