0001193125-15-004983.txt : 20150108 0001193125-15-004983.hdr.sgml : 20150108 20150108151400 ACCESSION NUMBER: 0001193125-15-004983 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150108 DATE AS OF CHANGE: 20150108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Taxus Cardium Pharmaceuticals Group Inc. CENTRAL INDEX KEY: 0000772320 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 840635673 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-51647 FILM NUMBER: 15516201 BUSINESS ADDRESS: STREET 1: 11750 SORRENTO VALLEY ROAD STREET 2: SUITE 250 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: (858) 436-1000 MAIL ADDRESS: STREET 1: 11750 SORRENTO VALLEY ROAD STREET 2: SUITE 250 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: Cardium Therapeutics, Inc. DATE OF NAME CHANGE: 20060118 FORMER COMPANY: FORMER CONFORMED NAME: Cadium Therapeutics, Inc. DATE OF NAME CHANGE: 20060118 FORMER COMPANY: FORMER CONFORMED NAME: CARDIUM THERAPEUTICS, INC DATE OF NAME CHANGE: 20060118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Shanxi Taxus Pharmaceuticals Co., Ltd. CENTRAL INDEX KEY: 0001617864 IRS NUMBER: 000000000 STATE OF INCORPORATION: F4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 12TH FLOOR, ROOM 1202, STREET 2: JINSHANG INTERNATIONAL GOLDEN TOWER CITY: YUCI STATE: F4 ZIP: 030600 BUSINESS PHONE: 011-86-354-3366667 MAIL ADDRESS: STREET 1: 12TH FLOOR, ROOM 1202, STREET 2: JINSHANG INTERNATIONAL GOLDEN TOWER CITY: YUCI STATE: F4 ZIP: 030600 SC 13D 1 d849385dsc13d.htm SCHEDULE 13D Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

TAXUS CARDIUM PHARMACEUTICALS GROUP INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

86767 104

(CUSIP Number)

Jiayue Zhang

Chairman and President

Shanxi Taxus Pharmaceuticals Co., Ltd.

12th Floor, Room 1202,

Jinshang International Golden Tower

Yuci District, Jinzhong City

Shanxi Province, China 030600

Phone: 011-86-354-3366667

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 28, 2014; May 13, 2014; December 29, 2014

(Dates of Events Which Require Filing of This Statement)

 

 

 

CUSIP No. 86767 104  

 

  1.   

Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only).

 

Shanxi Taxus Pharmaceuticals Co., Ltd.

  2.  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC use only

 

  4.  

Source of funds (see instructions)

 

    WC

  5.  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e).    ¨

 

  6.  

Citizenship or place of organization

 

    China

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7.    

Sole voting power

 

    3,510,620

     8.   

Shared voting power

 

     9.   

Sole dispositive power

 

    3,510,620

   10.   

Shared dispositive power

 

11.  

Aggregate amount beneficially owned by each reporting person

 

    3,510,620

12.  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13.  

Percent of class represented by amount in Row (11)

 

    27.5%

14.  

Type of reporting person (see instructions)

 

    CO

 

 

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Item. 1. Security and Issuer

This Schedule 13D relates to the acquisition of an aggregate of 3,510,620 shares of common stock, par value $0.001 per share, of Cardium Therapeutics, Inc. (the “Company”), a Delaware corporation. The Company’s principal executive office is located at 11750 Sorrento Valley Rd, Suite 250 San Diego, CA 92121.

 

Item. 2. Identity and Background

 

Name

  

Address of Principal Office

  

Principal Business

Shanxi Taxus

Pharmaceuticals Co., Ltd.

  

12th Floor, Room 1202

Jinshang International Golden Tower

Yuci District, Jinzhong City

Shanxi Province, China 030600

   Pharmaceuticals industry

During the last five years, Shanxi Taxus Pharmaceuticals Co., Ltd. was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

During the last five years, Shanxi Taxus Pharmaceuticals Co., Ltd. has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

Item. 3. Source and Amount of Funds or Other Consideration

Pursuant to the Stock Purchase Agreement dated February 21, 2014, on February 28, 2014, the Company issued 714,286 shares of common stock, representing approximately 7.4% of the 9,652,710 shares of then-current outstanding common stock at a per share price of $.0.70. On May 13, 2014, the Company issued 2,330,278 shares of common stock at a per share price of $0.64. On December 29, 2014, the Company issued 466,056 shares of common stock at a per share price of $0.64. Shanxi Taxus Pharmaceuticals Co., Ltd. received 3,510,620 shares of common stock of the Company, which is 27.5% of outstanding shares and paid for these shares with working capital of Shanxi Taxus Pharmaceuticals Co., Ltd.

 

Item. 4. Purpose of Transaction

Shanxi Taxus Pharmaceuticals Co., Ltd. received 3,510,620 shares of common stock of the Company as set forth in the Stock Purchase Agreement discussed in Item 3 above. The primary purpose of the Stock Purchase Agreement was to provide a strategic relationship with a public U.S. health and therapeutics company.

 

Item. 5. Interest in Securities of the Issuer

 

  (a) Shanxi Taxus Pharmaceuticals Co., Ltd. beneficially owns 3,510,620 shares, representing 27.5% of the of the Issuer’s outstanding common stock as of December 31, 2014.

 

  (b) Shanxi Taxus Pharmaceuticals Co., Ltd. has sole voting and dispositive power over any of its shares.

 

  (c) Not applicable.

 

  (d) Not applicable.

 

  (e) Not applicable.

 

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

None.

 

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Item. 7. Material to be Filed as Exhibits

None.

 

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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: January 6, 2015     SHANXI TAXUS PHARMACEUTICALS CO., LTD.
    By:  

/s/ Jiayue Zhang

    Name:   Jiayue Zhang
    Title:   Chairman and President

 

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