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EX-99.1 - CBA Florida, Inc.ex991to8k11419003_05142018.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): May 14, 2018

 

CORD BLOOD AMERICA, INC.
(Exact name of registrant as specified in its charter)
     
Florida 000-50746 90-0613888
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
1857 Helm Drive, Las Vegas, Nevada 89119
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (702) 914-7250

 

 
(Former Name or Former Address, If Changed Since Last Report)

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐ 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders

 

On May 14, 2018, Cord Blood America, Inc. (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”), at which a quorum was present in person or represented by proxy. The following is a brief description and vote count of all proposals voted on at the Special Meeting. The proposals voted on at the Special Meeting were described in detail in the Definitive Proxy Statement filed by the Company in connection with the Special Meeting.

Proposal No. 1 – to approve and adopt the Asset Purchase Agreement by and between Cord Blood America, Inc. and California Cryobank Stem Cell Services LLC, a California limited liability company (the “Asset Purchase Agreement”). The shareholders authorized the Asset Purchase Agreement, voting as follows:

For     Against     Abstention   Broker Non-votes
                 
666,786,405       13,025,505     142,531   519,179,952

 Proposal No. 2 – to approve and adopt an amendment to the Company’s Amended and Restated Articles of Incorporation to change its corporate name to “CBA, Inc.” The shareholders approved the name change amendment, subject to the consummation of the transactions contemplated by the Asset Purchase Agreement, voting as follows:

For     Against     Abstention   Broker Non-votes
                 
1,153,171,789       43,475,354     2,487,248   N/A

Proposal No. 3 – to approve and adopt an amendment to the Company’s Amended and Restated Articles of Incorporation to adopt a provision to protect the Company’s net operating losses for tax purposes. This proposal was not voted on at the Special Meeting in order to permit further solicitation and voting of proxies. See Proposal No. 4 below.

Proposal No. 4 – to approve the adjournment of the special meeting to May 29, 2018 at 11:00 a.m., Eastern time, to be held at 150 E. Palmetto Park Rd., #800 (8th floor), Boca Raton, FL 33432 to permit further solicitation and voting of proxies with respect to the proposal to approve an amendment to the Company’s Amended and Restated Articles of Incorporation to adopt a provision to protect the Company’s net operating losses for tax purposes:

For     Against     Abstention   Broker Non-votes
                 
1,145,078,661       53,455,873     599,859   N/A

The (i) approval and adoption of the Asset Purchase Agreement proposal, (ii) approval and adoption of the proposal to amend the Company’s Amended and Restated Articles of Incorporation to change its corporate name to “CBA, Inc.” and (iii) approval of the adjournment of the special meeting to permit further solicitation and voting of proxies with respect to the proposal to approve an amendment to the Company’s Amended and Restated Articles of Incorporation to adopt a provision to protect the Company’s net operating losses for tax purposes each required the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock, par value $0.0001, that were present in person or represented by proxy at the Special Meeting.

 

 

 

Item 8.01. Other Events

 

On May 15, 2018, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

  Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

Exhibit
Number
Description
99.1 Press Release, dated May 15, 2018

 

 

 

EXHIBIT INDEX

Exhibit No.   Description
     
99.1   Press Release, dated May 15, 2018.

 

 

 

SIGNATURE

 

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.

 

May 15, 2018 CORD BLOOD AMERICA, INC.
   
  By:

/s/ Anthony Snow

    Name: Anthony Snow
    Title: Interim President and Corporate Secretary