UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Caladrius Biosciences, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
128058203
(CUSIP Number)
September 14, 2016
(Date of Event which Requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | 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 the disclosures provided in a prior cover page. |
The information required in 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).
| CUSIP No. 128058203 | Schedule 13G | Page 2 of 8 |
| 1 |
NAMES OF REPORTING PERSONS
Newhall Construction Limited |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY
|
| 4 |
CITIZEN OR PLACE OF ORGANIZATION
Hong Kong SAR |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,271,186 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,271,186 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,271,186 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.48% (see Item 4) |
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 128058203 | Schedule 13G | Page 3 of 8 |
| 1 |
NAMES OF REPORTING PERSONS
Mok King Yu |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY
|
| 4 |
CITIZEN OR PLACE OF ORGANIZATION
Hong Kong SAR |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,271,186 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,271,186 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,271,186 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.48% (see Item 4) |
| 12 |
TYPE OF REPORTING PERSON
IN |
| CUSIP No. 128058203 | Schedule 13G | Page 4 of 8 |
| ITEM 1. | (a) | Name of Issuer: |
Caladrius Biosciences, Inc., a Delaware corporation (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices: |
Caladrius Biosciences, Inc.
106 Allen Road, Fourth Floor
Basking Ridge, New Jersey 07920
| ITEM 2. | (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Newhall Construction Limited.
Mok King Yu
| (b) | Address or Principal Business Office: |
The business address of each of the Reporting Persons is c/o Newhall Construction Ltd., Unit A, 17/F North Point Industrial Building, No 499 King’s Road, North Point, Hong Kong.
| (c) | Citizenship of each Reporting Person is: |
Newhall Construction Limited is organized under the laws of Hong Kong.
Mok King Yu is a citizen of Hong Kong, China.
| (d) | Title of Class of Securities: |
Common Stock, par value $0.001 per share (“Common Stock”)
| (e) | CUSIP Number: |
128058203
ITEM 3.
Not applicable.
| CUSIP No. 128058203 | Schedule 13G | Page 5 of 8 |
| ITEM 4. | Ownership |
Ownership (a-c)
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of September 20, 2016, based upon 9,431,329 shares of Common Stock outstanding as of September 20, 2016.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| Newhall Construction Ltd. | 1,271,186 | 13.48 | % | 0 | 1,271,186 | 0 | 1,271,186 | |||||||||||||||||
| Mok King Yu | 1,271,186 | 13.48 | % | 0 | 1,271,186 | 0 | 1,271,186 | |||||||||||||||||
Newhall Construction Ltd. is the record holder of 1,271,186 shares of the Issuer’s Common Stock. The investment and voting decisions of Newhall Construction Ltd. are made by Mr. Mok King Yu, each of whom, in such capacity, may be deemed to beneficially own such shares. Mr. Mok King Yu disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
The 1,271,186 shares of Common Stock were acquired pursuant to a private placement purchase agreement entered into with the Issuer on September 14, 2016 pursuant to which Newhall Construction Ltd. has the right to acquire an additional 847,458 shares of Common Stock of the Issuer within ten days after the satisfaction of the certain conditions outlined in the private placement purchase agreement.
| ITEM 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not applicable.
| CUSIP No. 128058203 | Schedule 13G | Page 6 of 8 |
| ITEM 8. | Identification and Classification of Members of the Group |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group |
Not applicable.
| ITEM 10. | Certification |
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, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. 128058203 | Schedule 13G | Page 7 of 8 |
SIGNATURE
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.
Date: September 26, 2016
| Newhall Construction Limited | |||
| By: | /s/ Mok King Yu | ||
| Name: Title: |
Mok King Yu Authorized Signatory |
||
| Mok King Yu | |||
| /s/ Mok King Yu | |||
| Mok King Yu, individually | |||
| CUSIP No. 128058203 | Schedule 13G | Page 8 of 8 |
LIST OF EXHIBITS
|
Exhibit |
Description | |
| 99 | Joint Filing Agreement. | |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Common Stock beneficially owned by each of them of Caladrius Biosciences, Inc. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 26th day of September, 2016.
| Newhall Construction Limited | |||
| By: | /s/ Mok King Yu | ||
| Name: Title: |
Mok King Yu Authorized Signatory |
||
| Mok King Yu | |||
| /s/ Mok King Yu | |||
| Mok King Yu, individually | |||