UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

Caladrius Biosciences, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

128058104

(CUSIP Number)

December 31, 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)

☒ 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).

 

 

 

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CUSIP No. 128058104		Schedule 13G		Page 2 of 10

 

1		NAMES OF REPORTING PERSONS   IEA Private Investments Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZEN OR PLACE OF ORGANIZATION       West Samoa
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER       0
				6		SHARED VOTING POWER       798,600
				7		SOLE DISPOSITIVE POWER       0
				8		SHARED DISPOSITIVE POWER       798,600
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       798,600
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES       Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9       9.78%
12		TYPE OF REPORTING PERSON       OO

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CUSIP No. 128058104		Schedule 13G		Page 3 of 10

 

1		NAMES OF REPORTING PERSONS   Mark Siao Hing Pu
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       798,600
				7		SOLE DISPOSITIVE POWER       0
				8		SHARED DISPOSITIVE POWER       798,600
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       798,600
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES       Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9       9.78%
12		TYPE OF REPORTING PERSON       IN

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CUSIP No. 128058104		Schedule 13G		Page 4 of 10

 

1		NAMES OF REPORTING PERSONS   Amy Wu Yee
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZEN OR PLACE OF ORGANIZATION       Taiwan, Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER       0
				6		SHARED VOTING POWER       798,600
				7		SOLE DISPOSITIVE POWER       0
				8		SHARED DISPOSITIVE POWER       798,600
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       798,600
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES       Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9       9.78%
12		TYPE OF REPORTING PERSON       IN

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CUSIP No. 128058104		Schedule 13G		Page 5 of 10

 

ITEM 1.

(a)      Name of Issuer:

Caladrius Biosciences, Inc. (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:

IEA Private Investments Ltd.

Mark Siao Hing Pu

Amy Wu Yee

 

(b)      Address or Principal Business Office:

The business address of each of the Reporting Persons is c/o IEA Private Investments Ltd., 3003A, ONE Exchange Square, 8 Connaught Place, Central, Hong Kong.

 

(c)      Citizenship of each Reporting Person is:

IEA Private Investments Ltd. is organized under the laws of West Samoa. Mark Siao Hing Pu is a citizen of Hong Kong, China and Amy Wu Yee is a citizen of Taiwan, China.

 

(d)      Title of Class of Securities:

Common Stock, par value $0.001 per share (“Common Stock”)

 

(e)      CUSIP Number:

128058104

 

ITEM 3.

Not applicable.

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CUSIP No. 128058104		Schedule 13G		Page 6 of 10

 

ITEM 4.

Ownership

Ownership (a-c)

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2016, based upon 8,169,407 shares of Common Stock outstanding as of November 1, 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:
IEA Private Investments Ltd.			798,600	1			9.78	%		0			798,600			0			798,600
Mark Siao Hing Pu			798,600	2			9.78	%		0			798,600			0			798,600
Amy Wu Yee			798,600	3			9.78	%		0			798,600			0			798,600

IEA Private Investments Ltd. is the record holder of 712,678 shares of the Issuer’s Common Stock and warrants to purchase an additional 85,922 shares of the Issuer’s Common Stock . The investment and voting decisions of IEA Private Investments Ltd. are made by its board of directors, consisting of Mark Siao Hing Pu and Amy Wu Yee, each of whom, in such capacity, may be deemed to beneficially own such shares.

 

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.

 

1	Represents 712,678 shares of the Issuer’s Common Stock held of record by IEA Private Investments Ltd. and warrants to purchase an additional 85,922 shares of the Issuer’s Common Stock exercisable within 60 days of December 31, 2016.

2	Represents 712,678 shares of the Issuer’s Common Stock held of record by IEA Private Investments Ltd. and warrants to purchase an additional 85,922 shares of the Issuer’s Common Stock exercisable within 60 days of December 31, 2016.

3	Represents 712,678 shares of the Issuer’s Common Stock held of record by IEA Private Investments Ltd. and warrants to purchase an additional 85,922 shares of the Issuer’s Common Stock exercisable within 60 days of December 31, 2016.

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CUSIP No. 128058104		Schedule 13G		Page 7 of 10

 

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.

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CUSIP No. 128058104		Schedule 13G		Page 8 of 10

 

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: February 14, 2017

 

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LIST OF EXHIBITS

 

Exhibit No.		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 Amendment No. 1 to such Schedule 13G.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 14th day of February, 2017.