CBMG Cellular Biomedicine Group Inc

** See Item 5.

Explanatory Note

This Amendment No. 4 to Schedule 13D (this “Amendment”), amends and supplements the Schedule 13D (the “Schedule 13D”) filed on June 23, 2016, as amended by the Amendment No. 1 to Schedule 13D “(“Amendment No. 1”) filed on December 10, 2018, the Amendment No. 2 to Schedule 13D ( “Amendment No. 2”) filed on November 18, 2019 and the Amendment No. 3 to Schedule 13D (“Amendment No. 3”) filed on February 3, 2020 on behalf of Dangdai International Group Co., Limited 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”).

Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 3. All capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Schedule 13D, as previously amended.

 Item 4.      Purpose of Transaction

Item 4 of Amendment No. 2 is hereby amended and supplemented as follows:

On February 21, 2020, Maplebrook Limited (“Maplebrook”), Viktor Pan (“Mr. Pan”), OPEA SRL (“OPEA”), Zheng Zhou (“Mr. Zhou”), Wealth Map Holdings Limited (“Wealth Map”) and Earls Mill Limited (“Earls Mill”) (together with the Reporting Person and Mission Right, each, an “Additional Consortium Member”) each entered into an adherence agreement (together with the adherence agreements to the Consortium Agreement entered into by the Reporting Person and Mission Right, each, an “Adherence Agreement” and together the “Adherence Agreements” ) to the Consortium Agreement and joined the Buyer Consortium. For the purposes of the Schedule 13D, and where the context so provides, all references to the “Buyer Consortium” shall be deemed to include Maplebrook, Mr. Pan, OPEA, Mr. Zhou, Wealth Map, Earls Mill, the Reporting Person and Mission Right as Additional Consortium Members.

On February 21, 2020, the Buyer Consortium (including the Initial Consortium Members and the Additional Consortium Members) submitted a new non-binding preliminary proposal (the “New Proposal”) to a special committee of the Board consisting of independent and disinterested directors (the “Special Committee”). In the New Proposal, the Buyer Consortium proposed to acquire all of the outstanding shares of Common Stock of the Issuer (other than the Rollover Shares) for $19.50 per share in cash. The New Proposal also provided that, among other things (i) the Buyer Consortium would negotiate and execute definitive agreements with respect to the Transaction that would provide for representations, warranties, covenants and conditions that would be typical, customary and appropriate for transactions of this type; and (ii) the New Proposal was conditioned upon the non-waivable conditions requiring (A) approval of the Transaction by a properly functioning Special Committee and (B) approval of the Transaction by stockholders holding at least a majority of all the issued and outstanding shares of Common Stock of the Issuer not affiliated with any member of the Buyer Consortium. For the purposes of the Schedule 13D, and where the context so provides, all references to the “Proposal” shall be deemed to refer to the “New Proposal.”

References to the Adherence Agreements (of Maplebrook, Mr. Pan, OPEA, Mr. Zhou and Wealth Map and Earls Mill) and the New Proposal in this Amendment No. 4 are qualified in their entirety by reference to the Adherence Agreements (of Maplebrook, Mr. Pan, OPEA, Mr. Zhou and Wealth Map and Earls Mill) and the New Proposal, which are attached hereto as Exhibit 4-A, Exhibit 4-B, Exhibit 4-C, Exhibit 4-D, Exhibit 4-E and Exhibit 5, respectively, and are incorporated herein by reference in their entirety.

Item 5.     Interest in Securities of the Issuer

Item 5(b) of Amendment No. 3 is hereby amended and restated in its entirety as follows:

Because of the arrangements in the Consortium Agreement and the Adherence Agreements, the Reporting Person and the other members of the Buyer Consortium that beneficially own Common Stock may be deemed to have formed a “group” for purposes of Section 13(d)(3) of the Act. Collectively, the “group” may be deemed to beneficially own an aggregate of 9,278,290 shares of outstanding Common Stock (including an aggregate of 811,000 shares of Common Stock issuable upon the exercise of options, 58,001 shares of Common Stock issuable upon the vesting of restricted stock units and 358,974 shares of Common Stock issuable upon the conversion of convertible notes held by members of the Buyer Consortium), which represents approximately 45.2% of the total shares of outstanding Common Stock (accounting for all Common Stock that would be outstanding upon exercise of all of the foregoing options, vesting of the foregoing restricted stock units and conversion of the foregoing convertible notes). Neither the filing of this Schedule 13D nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any shares of Common Stock beneficially owned by any other member of the Buyer Consortium and any of his, her or their respective affiliates for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed. 

Item 6.      Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of Amendment No. 2 is hereby amended and supplemented as follows:

The Reporting Person's response to Item 4 is incorporated by reference into this Item 6.

Item 7.      Material to be Filed as Exhibits

Item 7 of Amendment No. 2 is hereby amended and supplemented as follows:

SIGNATURE

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

Date: February 24, 2020