As filed with the Securities and Exchange Commission on February
19, 2021
Registration No. 333-223452
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CELLULAR BIOMEDICINE GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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9605 Medical Center Drive, Suite 100,
Rockville
MD 20850
(301) 825-5320
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86-1032927
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(State or other
Jurisdiction of Incorporation)
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(Address, including zip code, and telephone
number, including area code, of registrant’s
principal executive offices)
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(IRS Employer
Identification No.)
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Andrew Chan
Chief Legal Officer
Cellular Biomedicine Group, Inc.
9605 Medical Center Drive, Suite 100
Rockville, MD 20850
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copy to:
John M. Williams III
Michael A. Titera
Gibson, Dunn & Crutcher LLP
3161 Michelson Drive
Irvine, CA 92612
(949) 451-3800
Approximate date of
commencement of proposed sale to the public: Not Applicable.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest
reinvestment plans, check the following box: ☐
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box: ☐
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto
that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the
following box. ☐
If this Form is a post-effective amendment to a
registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check
the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act.
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Large
accelerated filer
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☐
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Accelerated
filer
☐
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Non-accelerated
filer
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☒
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Smaller reporting company ☒
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Emerging growth company ☐
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If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the
Securities Act. ☐
DEREGISTRATION OF SECURITIES
This
Post-Effective Amendment relates to the following Registration
Statement on Form S-3 (the “Registration Statement”)
filed by Cellular Biomedicine Group, Inc. (“CBMG”) with
the Securities and Exchange Commission:
●
Registration
No. 333-223452, filed on March 5, 2018, as amended on April 2,
2018, registering 2,927,658 shares of common stock of CBMG, par
value $0.001 per share, to be sold from time to time by certain
holders of the shares.
Pursuant
to the Agreement and Plan of Merger, dated as of August 11, 2020
(the “Merger Agreement”), by and among CBMG Holdings
(“Parent”), CBMG, and CBMG Merger Sub Inc., CBMG became
a wholly-owned subsidiary of Parent. As a result of the transaction
contemplated by the Merger Agreement, CBMG has terminated all
offerings of its securities pursuant to the Registration Statement
and hereby removes and withdraws from registration all securities
registered pursuant to the Registration Statement that remain
unsold as of the date hereof. The Registration Statement is hereby
amended, as appropriate, to reflect the deregistration of such
securities.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing this Form
S-3 and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Rockville, State of Maryland, on this 19th
day of February,
2021.
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CELLULAR
BIOMEDICINE GROUP, INC.
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By:
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/s/ Andrew
Chan
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Andrew
Chan
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Chief Legal
Officer
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Pursuant
to the Rule 478 of the Securities Act of 1933, as amended, no other
person is required to sign this Post-Effective Amendment to the
specified registration statement on Form S-3.