Exhibit 3.1
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 16, 2018
| CBA, 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
| Cord Blood America, Inc. |
| (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 2.01 | Completion of Acquisition or Disposition of Assets |
On May 17, 2018, CBA, Inc. (formerly Cord Blood America, Inc., see Item 5.03 below), a Florida corporation (the “ Company ”), completed its previously announced asset sale (the “ Transaction ”) pursuant to the Asset Purchase Agreement (the “ Purchase Agreement ”), dated as of February 6, 2018, by and between the Company and California Cryobank Stem Cell Services LLC (“ FamilyCord ”). A copy of the press release issued by the Company on May 17, 2018, announcing the completion of the Transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Pursuant to the Purchase Agreement, FamilyCord has acquired substantially all of the assets of the Company and its wholly-owned subsidiaries and assumed certain liabilities of the Company and its wholly-owned subsidiaries. Of the $15.5 million purchase price, FamilyCord paid $12.5 million in cash at closing, with $3.0 million of the purchase price deposited into escrow to secure the Company’s indemnification obligations under the Purchase Agreement.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “ SEC ”) on February 8, 2018), and is incorporated by reference herein.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On May 16, 2018, the board of directors (the “ Board ”) of the Company, appointed Anthony Snow as the Company’s President and Corporate Secretary. Prior to such appointment, Mr. Snow served as the Company’s Interim President and Corporate Secretary. Consistent with his compensation as Interim President, the Company will continue to pay Mr. Snow $5,000 per month while he serves as President. Mr. Snow will not receive any fees for his continuing service as a director. Additional information about Mr. Snow can be found in the Company’s Current Report on Form 8-K filed with the SEC on July 11, 2017 regarding Mr. Snow’s prior appointment as the Company’s Interim President.
On May 16, 2018, the Board also established compensation for non-management directors of $20,000 per year, plus $1,000 per year for the Chairman of the Nominating & Governance Committee (currently Adrian Pertierra), $3,000 per year for the Chairman of the Compensation Committee (currently Tim McGrath), $5,000 per year for the Chairman of the Audit Committee (currently Adrian Pertierra), and $10,000 per year for the Chairman of the Board (currently David Sandberg). The Board further approved the payment of $100,000 per year to Red Oak Partners LLC (or one of its affiliates) for providing ongoing management, administrative and operational services and assistance to the Company.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
Pursuant to the terms of the Purchase Agreement, upon the closing of the Transaction, the articles of incorporation of the Company were amended to change the name of the Company from Cord Blood America, Inc. to “CBA, Inc.” The articles of amendment to the articles of incorporation are filed as Exhibit 3.1 hereto and is incorporated by reference herein.
| Item 8.01 | Other Events |
On May 17, 2018, the Company issued a press release relating to the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this item 7.01 by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
|
Exhibit
Number |
Description |
| 2.1 | Asset Purchase Agreement by and between California Cryobank Stem Cell Services LLC and Cord Blood America, Inc., dated February 6, 2018 (incorporated herein by reference to Exhibit 2.1 to Current Report on Form 8-K of the Company dated February 8, 2018) |
| 3.1 | Articles of Amendment to Articles of Incorporation of Cord Blood America, Inc. |
| 99.1 | Press Release, dated May 17, 2018 |
EXHIBIT INDEX
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 17, 2018 | CBA, INC. | ||
| By: |
/s/ Anthony Snow |
||
| Name: | Anthony Snow | ||
| Title: | President and Corporate Secretary | ||
Exhibit 3.1
Exhibit 99.1
Cord Blood America, Inc. Announces Closing of Sale of Business
LAS VEGAS, NV / ACCESSWIRE / May 17, 2018 / Cord Blood America, Inc. (www.cordblood-america.com) (OTC PINK: CBAI) ("CBAI" or the "Company") today announced that it has closed its previously announced definitive asset purchase agreement (the “Purchase Agreement”) with California Cryobank Stem Cell Services LLC (“FamilyCord”), pursuant to which FamilyCord has acquired substantially all of the assets of the Company and its wholly-owned subsidiaries and assumed certain liabilities of the Company and its wholly-owned subsidiaries. Of the $15.5 million purchase price, FamilyCord paid $12.5 million in cash at closing, with $3.0 million of the purchase price deposited into escrow to secure the Company’s indemnification obligations under the Purchase Agreement.
Pursuant to the terms of the Purchase Agreement, upon the closing of the transaction, the articles of incorporation of the Company were amended to change the name of the Company to “CBA, Inc.”
As previously announced, following completion of the transaction, CBAI intends to distribute a portion of the sale proceeds to its shareholders. The initial distribution amount, anticipated to occur within the next ninety days, will be determined by CBAI’s board of directors and will be subject to such factors as taxes payable, operating expenses and estimates of other known and unknown contingencies and uses of cash. Additional monies may be distributed over time based on cash available and the release of known and unknown liabilities. Given cash needed for the aforementioned expenses and contingencies, total proceeds paid out to shareholders are expected to be significantly less than the gross purchase price.
About Cord Blood America, Inc.
Cord Blood America, Inc. is the parent company of CorCell Companies, Inc. which, along with Cord Blood America, Inc., facilitates umbilical cord blood and cord tissue stem cell processing and storage for expectant parents and their children. Collected through a safe and non-invasive process, cord blood stem cells offer a powerful and potentially life-saving resource for treating a growing number of ailments, including cancer, leukemia, blood, and immune disorders. To find out more about Cord Blood America, Inc. and CorCell Companies, Inc., visit our websites: http://www.cordblood-america.com/ for investor information and http://www.corcell.com/ for customer information.
Forward-Looking Statements
Some statements made in this press release are forward-looking statements. We use words such as "anticipate," "believe," "expect," "future," "intend," "plan," and similar expressions to identify forward-looking statements. These statements including those related to the growth of the industry, new stem cell treatments, and Cord Blood America's performance, are only predictions and are subject to certain risks, uncertainties and assumptions. Additional risks are identified and described in the Company's public filings with the Securities and Exchange Commission. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. The Company's past performance is not necessarily indicative of its future performance. The Company does not undertake, and the Company specifically disclaims any obligation to update any forward-looking statements to reflect occurrences, developments, events, or circumstances after the date of such statement.
Investor Contact:
Anthony Snow
asnow@cordblood-america.com