SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
|
Cellular
Biomedicine Group, Inc. |
|
|
(Name
of Issuer) |
|
|
Common
Stock, par value $.001 per share |
|
|
(Title
of Class of Securities) |
|
|
Global
Health Investment Holdings Ltd.
c/o
EastBridge Investment Group Corporation
530
University Avenue, #17
Palo
Alto, CA 94301
(650)
566-5064 |
|
|
(Name,
address and telephone number of person
authorized
to receive notices and communications) |
|
|
June
12, 2014 |
|
|
(Date
of event which requires filing of this statement) |
|
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which 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 . ☐
NOTE: Schedules
filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See
Rule 13d-7(b) 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 the 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 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 |
SCHEDULE
13D/A |
Page 2
of 5 Pages |
1 |
NAME
OF REPORTING PERSONS
Global
Health Investment Holdings Ltd. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO
(See Item 3 of this Schedule 13D) |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands |
NUMBER
OF |
7 |
SOLE
VOTING POWER
0 |
|
SHARES
BENEFICIALLY |
8 |
SHARED
VOTING POWER
0 |
|
OWNED
BY
EACH |
9 |
SOLE
DISPOSITIVE POWER
0 |
|
REPORTING
PERSON
WITH |
10 |
SHARED
DISPOSITIVE POWER
0 |
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
12 |
CHECK
BOX 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
3 of 5 Pages |
Item
1. |
Security and
Issuer. |
This
Amendment to Schedule 13D relates to the common stock, par value $.001 per share (the “Common Stock”) of Cellular
Biomedicine Group, Inc., formerly known as EastBridge Investment Group Corporation, whose
principal executive office is located at 530 University Avenue, #17, Palo Alto, CA 94301 (the “Issuer”).
Item
2. |
Identity and
Background. |
(a)
The name of the reporting person is Global Health Investment Holdings Ltd. (the “Reporting Person”).
(b)
The business address of the Reporting Person is Trinity Chambers, P.O. Box 4301, Road
Town, Tortola, British Virgin Islands.
(c)
The Reporting Person is incorporated in the British Virgin Islands (“BVI”) under the BVI Companies Act, 2004, BVI
Company Number 1553859.
(d)
During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors).
(e)
During the past five years, the Reporting Person has not been 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.
(f)
The Reporting Person is a company incorporated in the BVI.
Item
3. |
Source or Amount
of Funds or Other Consideration. |
On
November 13, 2012, the Issuer, CBMG Acquisition Limited, a British Virgin Islands company and the Issuer’s wholly-owned
subsidiary (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with
Cellular Biomedicine Group Ltd., a British Virgin Islands company (“CBMG BVI”). The Merger Agreement stipulated that
Merger Sub would be merged with and into CBMG BVI with CBMG BVI remaining as the surviving entity (the "Merger"). Following
the Merger, CBMG BVI became a wholly-owned subsidiary of the Issuer. In connection with the Merger, effective on March 5, 2013,
the Company (formerly named “EastBridge Investment Group Corporation”) changed its name to “Cellular Biomedicine
Group, Inc.”
On
February 6, 2012, the parties executed all documents and filed the Plan of Merger with the registrar of the British Virgin Islands. Upon
consummation of the Merger, CBMG BVI shareholders were issued 3,638,932 shares of common stock, par value $0.001 per share, of
EastBridge (the “EastBridge Common Stock”) constituting approximately 70% of the outstanding stock of EastBridge on
a fully-diluted basis and the current EastBridge shareholders retained 30% of the Company on a fully-diluted basis. Specifically,
each of CBMG BVI’s ordinary shares was converted into the right to receive 0.020019 share of EastBridge Common Stock. The
Reporting Person held 120,000,000 ordinary shares of CBMG BVI immediately prior to the Merger closing date and such shares were
converted pursuant to the Merger Agreement into 2,402,299 shares of Common Stock of the Issuer.
A copy of the Merger Agreement
is included as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on November 20, 2012.
On
June 12, 2014, the Board of the Directors of the Reporting Person approved a distribution of 2,402,299 shares of the Issuer among
25 individual shareholders of the Reporting Person. As a result, the Report Person does not own any shares of Common Stock of
the Issuer.
Item
4. |
Purpose of
the Transaction. |
The
securities of the Issuer were disposed by the Reporting Person as set forth in Item 3 of this Schedule, which is hereby incorporated
by reference.
CUSIP
No. 15117P102 |
SCHEDULE
13D/A |
Page
4 of 5 Pages |
Item
5. |
Interest in
Securities of the Issuer. |
(a)
As of the date of this filing, the Reporting Person does not own any share of Common Stock of the Issuer. None of the individual
shareholder of the Reporting Person whom the Reporting Person distributed 2,402,299 shares of Common Stock of the Issuer to holds
more than 10% of the outstanding shares of Common Stock of the Issuer as a result of the distribution (based upon 11,619,665 shares
of Common Stock issued and outstanding as of August 3, 2015).
(b)
Not applicable
(c)
None
(d)
None
(e)
June 12, 2014
Item
6. |
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
The
information disclosed in Item 3 is incorporated herein by this reference.
Item
7. |
Material to
be filed as Exhibits. |
None.
CUSIP
No. 15117P102 |
SCHEDULE
13D/A |
Page
5 of 5 Pages |
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
|
|
Dated: November
25, 2015 |
By: |
/s/ Shu
Li and Derek Muhs |
|
|
Shu
Li and Derek Muhs, Director |
|
|
Global Health
Investment Holdings Ltd. |
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