As
filed with the Securities and Exchange Commission on February 19,
2021
Registration No. 333-232499
Registration No. 333-223453
Registration No. 333-211679
Registration No. 333-198692
Registration No. 333-187799
Registration
No. 333-179974
Registration No. 333-158583
Registration No. 333-153129
Registration No. 333-143878
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement
No. 333-232499
Post-Effective Amendment No. 1 to Form S-8 Registration Statement
No. 333-223453
Post-Effective Amendment No. 1 to Form S-8 Registration Statement
No. 333-211679
Post-Effective Amendment No. 1 to Form S-8 Registration Statement
No. 333-198692
Post-Effective Amendment No. 2 to Form S-8 Registration Statement
No. 333-187799
Post-Effective Amendment No. 1 to Form S-8 Registration Statement
No. 333-179974
Post-Effective Amendment No. 1 to Form S-8 Registration Statement
No. 333-158583
Post-Effective Amendment No. 1 to Form S-8 Registration Statement
No. 333-153129
Post-Effective Amendment No. 1 to Form S-8 Registration Statement
No. 333-143878
UNDER
THE SECURITIES ACT OF 1933
CELLULAR BIOMEDICINE GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction
of
incorporation)
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86-1032927
(IRS
Employer
Identification
No.)
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9605 Medical Center Drive, Suite 100
Rockville, MD 20850
(Address
of Principal Executive Offices including Zip Code)
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2019 Equity Incentive Plan
2014 Stock Incentive Plan, as amended
2013 Stock Incentive Plan
Amended and Restated 2011 Incentive Stock Option Plan
2011 Incentive Stock Option Plan
2009 Stock Option Plan
2008 Employees and Consultants Stock Option Plan
2007 Employees and Consultants Stock Option Plan
(Full
titles of the plans)
Andrew Chan
Chief Legal Officer
Cellular Biomedicine Group, Inc.
9605 Medical Center Drive, Suite 100
Rockville, MD 20850
(Name
and Address of Agent for Service)
(301)
825-5320
(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
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. ☐
TERMINATION OF REGISTRATION
This
Post-Effective Amendment relates to the following Registration
Statements on Form S-8 (collectively, the “Registration
Statements”) filed by Cellular Biomedicine Group, Inc.
(“CBMG”) with the Securities and Exchange
Commission:
1. Registration No.
333-232499, filed on July 1, 2019, relating to the 2019 Equity
Incentive Plan.
2. Registration No.
333-223453, filed on March 5, 2018, relating to the 2014 Equity
Incentive Plan, as amended.
3. Registration No.
333-211679, filed on May 27, 2016, relating to the 2014 Equity
Incentive Plan.
4. Registration No.
333-198692, filed on September 11, 2014, relating to the 2013 Stock
Incentive Plan.
5. Registration No.
333-187799, filed on April 8, 2013, as amended on December 10,
2014, relating to the Amended and Restated 2011 Incentive Stock
Option Plan.
6. Registration No.
333-179974, filed on March 7, 2012, relating to the 2011 Incentive
Stock Option Plan.
7. Registration No.
333-158583, filed on April 15, 2009, relating to the 2009 Stock
Option Plan.
8. Registration No.
333-153129, filed on August 22, 2008, relating to the 2008
Employees and Consultants Stock Option Plan.
9. Registration No.
333-143878, filed on June 19, 2007, relating to the 2007 Employees
and Consultants Stock Option Plan.
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 Statements
and hereby removes and withdraws from registration all securities
registered pursuant to the Registration Statements that remain
unsold as of the date hereof.
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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 on Form S-8 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 statements on Form S-8 on behalf of Cellular
Biomedicine Group, Inc.
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