CBMG Cellular Biomedicine Group Inc

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C.  20549

 

SCHEDULE 13G

 

(Rule 13d-102)

 

Information Statement Pursuant to Rules 13d-1 and 13d-2

 

Under the Securities Exchange Act of 1934

 

(Amendment No.  2 )*

 

 

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

(CUSIP Number)

 

Date of Event Which Requires Filing of the Statement

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐  Rule 13d-1(b)

 

 

☐  Rule 13d-1(d)

 

 *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).

 

 

 

 

 

 

 

^{(1 )}  Pak To Leung (“Mr. Leung”) is a citizen of Hong Kong SAR and does not have an I.R.S. Identification Number.

 

⁽²⁾ Represents (x) 483,309 shares held by Full Moon Resources Limited, a company wholly owned by the Reporting Person and for which he is the sole director and (y) 237,143 shares held by Venture Garden Limited, a company wholly owned by the Reporting Person and for which he is the sole director.

 

⁽³⁾ Based on 11,679,669 shares of common stock of the Issuer outstanding as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2015.

 

 

This Amendment No. 2 to Schedule 13G (this "Amendment No. 2") is being filed jointly by Full Moon Resources Limited (“Full Moon”) and Mr. Pak To Leung (“Mr. Leung”) (the “Reporting Persons”) to amend and supplement the statement on Schedule 13G as originally filed by the Reporting Persons on July 7, 2014 (the "Schedule 13G") and the Amendment No. 1 of the Schedule 13G filed by the Reporting Persons on February 6, 2015, in respect of the common stock (the “Common Stock”) of Cellular Biomedicine Group, Inc. Capitalized terms used in this Amendment No. 2 and not otherwise defined herein have the meanings set forth in the Schedule 13G.

 

The information set forth in response to each separate Item shall be deemed to be a response to all Items where such information is relevant. Only items reported herein are amended.  All other items remain unchanged.

 

 

The information provided under Item 4 of the Schedule 13G is hereby amended and restated in its entirety as follows:

 

 

(a)

On February 23, 2015, Full Moon disposed of 10,000 shares of Common Stock in a private transaction.  On March 25, 2015, Full Moon subscribed for 26,315 shares of Common Stock in a private transaction.  On December 3, 2015, Full Moon transferred 87,783 shares of Common Stock to an unaffiliated third-party.  As a result, Full Moon’s beneficial ownership in the shares of Common Stock decreased from 554,777 shares to 483,309 shares.

 

(b)

The number of shares Full Moon may be deemed to beneficially own constitutes approximately 4.1% of the Common Stock outstanding.

 

(c)	Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote:  0

 

(ii)

shared power to vote or to direct the vote:  483,309

 

(iii)

sole power to dispose or to direct the disposition of:  0

 

(iv)

shared power to dispose or to direct the disposition of:  483,309

 

 

(a)	As a result of the transactions entered into by Full Moon on February 23, 2015, March 25, 2015, and December 3, 2015, Mr. Leung’s beneficial ownership in the shares of Common Stock was decreased from 791,920 shares to 720,452 shares.

 

(b)	The number of shares Mr. Leung may be deemed to beneficially own constitutes approximately 6.2% of the Common Stock outstanding.

 

 

 

 

 

 

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: T

 

Full Moon has ceased to be the beneficial owner of more than 5% of the class of securities.

 

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated this 11th day of February, 2016.

 

 

FULL MOON RESOURCES LIMITED

 

By: /s/ Pak To Leung                     
    Name: Pak To Leung
    Title: Sole Director

 

 

 

 

 

 

The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Common Stock of Cellular Biomedicine Group, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersigned.

 

 

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.

 

Dated this 11th day of February, 2016.

 

FULL MOON RESOURCES LIMITED

 

 

By: /s/ Pak To Leung               
Name: Pak To Leung
Title: Sole Director

 

 

/s/ Pak To Leung           
Pak To Leung

 

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