Item 1. Security and Issuer
This Schedule 13D relates to the Common Stock of
Cellular Biomedicine Group, Inc.
(the “Company” or “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
(a)
-(c) This Statement on Schedule 13D is being filed by
Dangdai International Group Co. Limited (“Dangdai International”), a Hong Kong limited company. The sole director and officer of Dangdai International (the “Filer”) is HanSheng Zhou, who is a citizen of the Peoples Republic of China. The principal business address is Suite 1501, Grand Millennium Plaza, 181 Queen’s Road Central, Sheung Wan, Hong Kong, PRC SAR
.
The business address of the Filers is No.369 Lumo Road, Hongshan District, Wuhan, Hubei Province, China
.
(d)-(e) During the last five years, the Filers: (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.
Item 3. Source and Amount of Funds or Other Considerations
In February, 2016, a Stock Purchase Agreement (“Stock Purchase Agreement”) was entered into by and among Dangdai International and
Cellular Biomedicine Group, Inc.
, pursuant to which Dangdai International acquired from the Company a total of 2,270,000 shares of the Company’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 Science&Technology Industries (Group) Co., Ltd. Dangdai International is a wholly owned subsidiary of Wuhan Dangdai Science&Technology Industries (Group) Co., Ltd.
Item 4. Purpose of Transaction
The Securities have been acquired as an investment. The Issuer is an innovative company with technological sophistication and a seasoned management team who seek to turn translational medicine into clinical benefits.
Item 5. Interest in Securities of the Issuer
(a)
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Dangdai International beneficially owns 2,270,000 shares of common stock of the Issuer, which represent 16.11 % of the Issuer’s issued and outstanding common stock (based on
14,088,268
shares of the Issuer’s issued and outstanding common stock as of the date of this filing).
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(b)
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Dangdai International holds the sole right to vote or direct the vote and sole power to dispose or to direct the disposition of
14,088,268
shares of common stock.
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