Attached files
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| EX-99.1 - PRESS RELEASE - CBA Florida, Inc. | cbai_ex991.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): June 16,
2020
CBA FLORIDA, 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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90-0613888
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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3753 Howard Hughes Parkway, Suite 200, Las Vegas, Nevada
89169
(Address of Principal Executive Office) (Zip
Code)
(702) 914-7250
(Registrant’s telephone number, including area
code)
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:
☐ 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))
Securities registered pursuant to Section 12(b) of the
Act:
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Title
of each class
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Trading
Symbol
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Name of
each exchange on which registered
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in 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 8.01
Other Events.
On June 16, 2020, CBA Florida, Inc. (the “Company”)
announced that its board of directors had approved a liquidating
distribution of $0.0062 per share to the Company’s
shareholders of record as of the close of business on June 26, 2020
(the “Final Record Date”) pursuant to the
Company’s previously announced Plan of Dissolution (the
“Plan of Dissolution”) (such distribution, the
“Liquidating Distribution”). The Company intends to
file the Plan of Dissolution with the Florida Department of State
Division of Corporations on June 26, 2020. In accordance with the
Plan of Dissolution, the Company’s stock transfer books will
close at the close of business on June 26, 2020 (the
“Effective Time”), and no transfers of the
Company’s common stock will be recorded after the Effective
Time except for transfers by will, intestate succession or
operation of law and transfers initiated prior to the Effective
Time that settled after the Effective Time. Payment of the
Liquidating Distribution will be made on or about June 30,
2020.
The Company intends to make additional liquidating distributions to
its shareholders from time to time if and when it is able to;
however, the Company cannot predict with certainty the amount and
timing of additional liquidating distributions, if
any.
On June 16, 2020, the Company issued a press release announcing the
Liquidating Distribution. A copy of the Company’s press
release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished herewith:
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Exhibit
No.
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Description
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Press
Release dated June 16, 2020
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Legal Notice Regarding Forward-Looking Statements
This
Form 8-K contains certain forward-looking statements within the
meaning of Private Securities Litigation Reform Act of 1995,
including, but not limited to, statements regarding the adoption of
the Plan, the expected timing of the Dissolution and related
matters. In some cases, you can identify forward-looking statements
by terminology such as “may,” “will,”
“should,” “could,” “would,”
“expect,” “plan,” “anticipate,”
“believe,” “estimate,”
“continue” or the negative of such terms or other
similar expressions. You should, therefore, carefully read and
consider statements that contain these words or expressions, as
such forward-looking statements involve certain risks and
uncertainties that could cause actual results to differ materially
from those indicated in such forward-looking statements, including
with respect to the timing and amount of the Liquidating
Distribution and future liquidating distributions, if any. The
Company’s actual results could differ materially from those
anticipated in such forward-looking statements as a result of
certain factors, including the Company’s failure to
effectuate the Liquidating Distribution in a timely manner or at
all, the Company’s ability to settle or otherwise resolve its
liabilities and obligations, including contingent liabilities, with
its creditors, and costs associated with implementing and the time
required to implement the Plan of Dissolution. The Company’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2019 and Quarterly Report on Form 10-Q for the fiscal quarters
ended March 31, 2020, as filed with the Securities and Exchange
Commission, contain and identify important factors that could cause
the actual results to differ materially from those contained in the
forward-looking statements. The Company assumes no obligation to
update any forward-looking statement contained in this Form
8-K.
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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CBA FLORIDA, INC.
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Date:
June 16, 2020
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By:
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/s/
Anthony Snow
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Anthony
Snow
President
and Corporate Secretary
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