UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 7, 2011
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CORD BLOOD AMERICA, INC.
(Exact name of registrant as specified in its charter)
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Florida
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000-50746
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65-1078768
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1857 Helm Drive, Las Vegas, NV 89119
(Address of principal executive offices) (Zip Code)
(702) 941-7250
(Registrant’s telephone number, including area code)
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Copies to:
Donald G. Davis, Esq.
Law Offices of Davis & Associates, Inc.
PO Box 12009
Marina Del Rey, CA 90295
Phone: (310) 823-8300
Fax: (310) 301-3370
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS
The Company entered into a non binding Letter of Intent with a large Cellular Therapeutics and Storage Company located in the United States, for the acquisition of their storage samples rights, assets and business, contingent upon among other requirements, the Company’s completion of due diligence, the execution of a binding definitive agreement, and the Company obtaining a firm commitment from an investment banker to provide the capital required by the Company to consummate the acquisition.
The executed Letter of Intent contemplates a purchase price of $30 million, of which $25 Million is to be paid in cash at closing, and the balance is to be paid in the form of Cord Blood America, Inc. stock valued at the stock’s average closing price over the 20 days preceding the date of delivery, with $3 million in value in stock to be delivered 12 months after consummation of the acquisition, and $2 million in value in stock to be delivered 24 months after the consummation of the acquisition. If the total amount of stock to be delivered by the Company represents more then 25% of its outstanding capital stock after issuance, the Company retains the option to deliver cash rather then stock in order to cap the stock delivery at said 25%.
The Letter of Intent requires that the identity of the target company is to be kept confidential until a definitive acquisition agreement is executed. Cord Blood is currently in contact with its investment bankers, but there is no assurance that the Company will be successful in arranging the required firm commitment for the necessary capital on commercially reasonable terms. At this stage the only document that has been executed is the Letter of Intent, and it specifically states that it is non binding. Further, Cord Blood has initiated, but has not completed its due diligence. As a result, although management is optimistic, there can be no assurance that this contemplated acquisition will occur, and at this date there is no obligation on the Company’s part to proceed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CORD BLOOD AMERICA, INC.
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Date: March 22, 2011
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By:
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/s/ Matthew L. Schissler
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Matthew L. Schissler
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Chief Executive Officer
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